AGBA Acquisition Ltd
AGBA · Nasdaq · formerly AGBA Group Holding Ltd.
NO ACTION REQUIRED
Nothing left to do
The purchase completed and the shares became shares in the company it bought. There is no deadline left to miss.
Cash at settlement
No cash-per-share figure was filed for this vehicle before it finished.
Last close
Daily close
No price history on file yet — daily closes accumulate from the market data feed.
Trust settled · There is no line to draw here. This vehicle has finished: the cash was paid back or spent closing the deal, so the last filed figure describes an account that no longer exists and would be a floor under nothing.
SpacBrain’s read
Trust settled
The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
In plain terms
- What it is
- A SPAC from AGBA Holding Ltd, listed on Nasdaq in May 2019.
- What it's doing now
- It agreed to buy Triller Group Inc.. That purchase completed, and it stopped being a SPAC — the shares became shares in the business it bought.
- What you should know
- This SPAC has finished. The purchase completed, and the shares became shares in the company it bought — anyone who wanted the cash instead asked for it at the vote, so there is no cash left here to claim and no deadline left to miss.
At a glance
- Where it stands
- Closed (deSPAC)
- The business it bought
- Triller Group Inc. — Group Inc.
- Industry
- the deal record does not name the target's industry yet
- Deal value
- not stated in the filings we hold
- Price vs cash at settlement
- no live price on file
- Cash in trust when it settled
- not yet extracted into a snapshot — the filings below may state it
- the last trust total filed while this was still a SPAC — the account has since been paid out or used to close the deal
- IPO
- 15 May 2019
- size not on file
- Headquarters
- 7119 WEST SUNSET BOULEVARD, LOS ANGELES, CA, 90046
- registered in Delaware
- Lead underwriter
- not extracted from the prospectus yet
- Key officers
- Shu Pei Huang Desmond (Acting Group CFO) · Ng Wing Fai (Chief Executive Officer) · Wong Yun Pun Felix (Director)
- Listed securities
- AGBA common
This vehicle has finished, so there is no window to file a cash-per-share figure for and none will follow. No estimate is shown in its place.
Nothing dated is on file. That is an absence in the record, not a statement that nothing is coming.
Yield to redemption
Nothing left to redeem — no yield to compute.
This SPAC has finished — its trust was paid back or used to close the deal, so there is nothing left to redeem and no yield to compute. A yield to redemption is a claim that you can hand these shares back for the trust cash. That account is closed, so this page will not print a number here.
What happened to the cash
The reasoning behind the verdict above, in the order the filings establish it.
- The deal closed — SPAC shares became the target's shares, so there is no trust left to redeem (nobody missed a window; holders who wanted cash elected it at the vote).
What has happened, and what is coming
1 dated milestoneEvery dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.
- 15 May 2019IPOpassed
IPO size not on file
The deal
terms as filedWhat it is buying, on what terms, and how much of the combined company new shares take from you.
- closed
The score
deterministic, from filed fieldsAGBA is not in the scored universe, so no score is shown. A withheld score is a fact about the record, not a verdict about the company.
The score is only published for names that carry both a price and a filed cash-per-share figure — 292 of the tracked fleet today. The rest keep an empty dial rather than a modelled one, and fill in by themselves as the fields land.
The company
from SEC filingsRead the full profile
AGBA Acquisition Ltd was a blank-check company whose common stock traded on the Nasdaq Stock Market under the ticker AGBA. The company priced its initial public offering on May 15, 2019, under SEC file number 333-230804, with shares registered for cash on Form S-1 (accession 0001615774-19-005619, filed April 11, 2019) and a final prospectus filed on Form 424B4 (accession 0001615774-19-007849). The registrant self-described as a blank-check company in that prospectus and was classified under SEC SIC industry code 6282 (Investment Advice), with SEC CIK 0001769624. The ticker AGBA appears on the cover page of its Form 10-K filed March 31, 2020 (accession 0001213900-20-008207). The vehicle completed a business combination and no longer files; its closing was established by Form 25 filed November 14, 2022 (accession 0001354457-22-000647) under 17 CFR 240.12d2-2(a)(3), reflecting that the shares came to evidence other securities in substitution therefor. EDGAR now files this CIK under the name Triller Group Inc.
Material findings
from the full read of every filingEvery document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.
Liabilities of $407.3 million stand against $33.9 million of assets, and quarterly legal and professional fees of $15.0 million are nearly three times quarterly revenue. Registered warrants are exercisable for 0.025 of a share at $230.00 per full share following the reverse split.
The bid-price deficiency is cured and the company remains listed, but the Hearings Panel keeps jurisdiction under Rule 5815(c)(1)(A), so the matter is not fully closed. The compliance follows the 1-for-10 reverse split the company effected June 22, 2026.
The terms got harder, not easier: twenty consecutive days above $1.00 by July 30, 2026 replaces ten days by June 30, meaning the company missed the earlier deadline and now needs a longer clean run in less time. This company has already been through a delisting determination once, on periodic filing failures, so it is operating without margin — a Hearings Panel exception is the last stage before securities are suspended. Former AGBA holders face a binary outcome inside a matter of weeks.
A blanket authorisation the shareholders granted does not, on Nasdaq's reading, permit the issuances it appears to permit. Any private placement above the 20% threshold will need approval of its own, so the company's financing flexibility is narrower than the meeting result suggested.
The letter states the consequence itself: each proposal passes on a majority of the votes CAST, so if attendance clears the new 35% floor but falls short of a majority of outstanding shares, the affirmative vote of fewer shares approves every proposal than would have been needed before the amendment. The company gives reaching a quorum as its reason and names a reverse stock split among the important proposals to be considered at the meeting. Broker non-votes and abstentions count as present for quorum. Proxies already submitted are unaffected unless a holder changes the vote.
Two dilution authorizations sit on the same ballot: a 39.6 million share incentive pool and open-ended private placement capacity above the Nasdaq 20% threshold, meaning management is seeking pre-clearance to issue equity repeatedly without returning to shareholders. For legacy AGBA holders that is compounding dilution on top of a de-SPAC that is already holding its fiscal 2025 annual meeting in mid-2026, a delay indicating reporting strain. An in-person Hong Kong venue with no virtual option also suppresses participation by U.S. retail holders.
Show 5 more material filings
The Nasdaq proposal would permit issuing shares, or securities convertible into or exercisable for shares, in one or more private placements in excess of 20% of outstanding common stock. Set beside a 39,600,000-share plan reserve and board-discretionary reverse-split authority up to 1-for-10, the meeting is largely about capacity to issue. The document is inconsistent about which year it is: the notice heading says 2026 Annual Meeting, the letter says 2025, the auditor is ratified for fiscal 2025, and directors are elected to serve until the 2026 annual meeting.
The incentive plan is the item with economics: notwithstanding the general limits, the aggregate maximum number of shares issuable on exercise of Incentive Stock Options under the plan is 16,000,000, and awards may be granted to employees, directors or consultants — a large reserve for a company whose chairman is Robert E. Diamond, Jr. Holding the meeting in person in Hong Kong also restricts practical participation for the U.S. holders whose Nasdaq listing the company relies on.
The scale of the issuance is the point: 313,157,015 new common shares against an outstanding count that the same document puts at 81,740,557 AGBA ordinary shares before the proposed forward split. Getting there needs a charter amendment raising authorised ordinary shares from 1,000,000,000 to 1,500,000,000, a new class of 100,000,000 preferred shares, and a 1-to-1.24 forward split lifting authorised shares to 1,860,000,000 and outstanding shares to 101,726,759, with par value cut from $0.001 to $0.000806451. Domestication out of the British Virgin Islands into Delaware is a separate proposal.
Removing the minimum cash condition is the decisive change: the deal can now close no matter how much of the US$38.9 million trust is redeemed away, so public holders lose the protection that would have forced renegotiation or termination if the vehicle were emptied. Against 55,500,000 shares issued as consideration, the public stake will be small. The ordinary shares last traded at US$11.50, above trust value, so selling in the market was more attractive than redeeming at the time of the proxy.
The transaction value in that table is not an agreed price. The document states it was calculated as 55,500,000 multiplied by US$11.03 per AGBA ordinary share, being the average of the high and low prices on the Nasdaq Capital Market on January 13, 2022, with the fee then computed at 0.0000927 of the product. It therefore moves with AGBA's own share price on a single day and says nothing about what the parties agreed the target is worth. The share count is the durable figure. No meeting date appears in this portion of the preliminary document.
Filings
live EDGAR feedEverything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.
What changed: Q2 2026 10-Q of Triller Group Inc. (Nasdaq: ILLR), in thousands. Total revenues were $5,226 for the quarter versus $5,515 and $10,256 for the six months versus $10,296, made up of commissions and asset management fees. Total operating expenses fell to $27,838 from $34,350 for the quarter, as personnel and benefit expense dropped to $8,320 from $21,169 while legal and professional fees rose to $15,027 from $5,931. Why it matters: Liabilities of $407.3 million stand against $33.9 million of assets, and quarterly legal and professional fees of $15.0 million are nearly three times quarterly revenue. Registered warrants are exercisable for 0.025 of a share at $230.00 per full share following the reverse split.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- 2025-02-28 · unchanged
- Going-concern doubt
- stated · unchanged
The clause …“agreements, respectively to extend the closing date of the transaction to February 28, 2025. On March 14, 2025, SLS issued a termination notice to terminate the agreement due to the Company’s failure to complete the transaction. On”…
The clause …“all of which are past due and considered in default. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of issuance of these unaudited”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 3.01 8-K of Triller Group Inc. (Nasdaq: ILLR). The company had previously disclosed that by letter dated July 9, 2026 the Nasdaq Hearings Panel granted its request for an extension to evidence compliance with the $1.00 minimum bid price requirement, on terms requiring a closing bid price of at least $1.00 for 20 consecutive trading sessions by July 30, 2026. By letter dated August 3, 2026 Nasdaq formally notified the company that it timely evidenced compliance with the $1.00 bid price requirement and all other applicable criteria for continued listing on The Nasdaq Capital Market. Why it matters: The bid-price deficiency is cured and the company remains listed, but the Hearings Panel keeps jurisdiction under Rule 5815(c)(1)(A), so the matter is not fully closed. The compliance follows the 1-for-10 reverse split the company effected June 22, 2026.
What changed: Triller Group Inc., the AGBA Acquisition Ltd successor, disclosed that on July 9, 2026 the Nasdaq Hearings Panel granted an exception to regain compliance with the $1.00 bid price rule, Listing Rule 5550(a)(2), until July 30, 2026, requiring a closing bid of $1.00 or more for twenty consecutive business days by that date. This replaces the May 29, 2026 exception, which had required ten consecutive business days by June 30, 2026. Trading had resumed April 16, 2026 after a December 26, 2025 delisting decision over late periodic filings was modified on appeal and the 2025 Form 10-K was filed. Why it matters: The terms got harder, not easier: twenty consecutive days above $1.00 by July 30, 2026 replaces ten days by June 30, meaning the company missed the earlier deadline and now needs a longer clean run in less time. This company has already been through a delisting determination once, on periodic filing failures, so it is operating without margin — a Hearings Panel exception is the last stage before securities are suspended. Former AGBA holders face a binary outcome inside a matter of weeks.
What changed: The registrant filed an Item 7.01 amendment clarifying its answer to Question 6 of a Shareholder Q&A issued June 29, 2026 after its June 10, 2026 annual general meeting. Shareholders had approved a generic resolution authorising the issuance of common stock, or securities convertible into it, in one or more private placements in excess of 20% of outstanding common stock. Nasdaq's Listing Qualifications Staff notified the company it will not accept that generic omnibus resolution as satisfying the applicable shareholder-approval requirement. Why it matters: A blanket authorisation the shareholders granted does not, on Nasdaq's reading, permit the issuances it appears to permit. Any private placement above the 20% threshold will need approval of its own, so the company's financing flexibility is narrower than the meeting result suggested.
Show the other 10 filings
What changed: The registrant, which signs this report as Triller Group Inc., furnished a written Shareholder Q&A as Exhibit 99.1 under Item 7.01 on June 29, 2026, following its annual meeting held June 10, 2026. The report states the Item 7.01 information and the exhibit are furnished and shall not be deemed filed for purposes of Section 18, nor incorporated by reference into any filing except where expressly stated. Why it matters: The Q&A itself carries no terms and is furnished rather than filed. Its significance is that an amendment filed two days later corrected the answer to one of its questions, after Nasdaq told the company it would not accept the generic share-issuance resolution the meeting had approved.
What changed: Triller Group Inc. wrote to stockholders ahead of its Annual Meeting on June 10, 2026 at 1:00 P.M. local time to disclose that the board resolved to amend Section 2.07 of the bylaws, cutting the quorum requirement for stockholder meetings from a majority in voting power of the shares entitled to vote, present in person or by proxy, to 35% in voting power. The amended Q&A in the proxy statement now reads that holders of 35% of the 197,466,991 common shares and 11,801,804 Series A-1 Preferred shares outstanding at the record date constitute a quorum. Why it matters: The letter states the consequence itself: each proposal passes on a majority of the votes CAST, so if attendance clears the new 35% floor but falls short of a majority of outstanding shares, the affirmative vote of fewer shares approves every proposal than would have been needed before the amendment. The company gives reaching a quorum as its reason and names a reverse stock split among the important proposals to be considered at the meeting. Broker non-votes and abstentions count as present for quorum. Proxies already submitted are unaffected unless a holder changes the vote.
What changed: Triller Group Inc. (successor to SPAC AGBA Acquisition Ltd) called its 2025 annual meeting for June 10, 2026 at 1:00 p.m. local time at 20F Foyer, 625 King's Road, North Point, Hong Kong, record date May 13, 2026. Beyond electing directors and ratifying Enrome LLP as auditor for the year ending December 31, 2025, holders vote on a name change, on a 2026 Equity Incentive Plan reserving 39,600,000 shares, and on a Nasdaq Rule 5635(d) proposal permitting issuance of stock or convertible securities in one or more private placements above 20% of outstanding common. Why it matters: Two dilution authorizations sit on the same ballot: a 39.6 million share incentive pool and open-ended private placement capacity above the Nasdaq 20% threshold, meaning management is seeking pre-clearance to issue equity repeatedly without returning to shareholders. For legacy AGBA holders that is compounding dilution on top of a de-SPAC that is already holding its fiscal 2025 annual meeting in mid-2026, a delay indicating reporting strain. An in-person Hong Kong venue with no virtual option also suppresses participation by U.S. retail holders.
The sponsor
The people who set this company up, what they have done before, and the advisers around the deal.
AGBA Holding Ltdnamed as sponsor in this SPAC’s filings — but with no researched track record behind it yet.
A missing score, not a score of zero — why
A Sponsor Score is only published once the sponsor’s prior vehicles have been verified on EDGAR and their post-close outcomes priced. That record does not exist for this sponsor yet, so no number and no tier is shown. That is a missing score, not a score of zero — and not a neutral 50 either.
Coverage so far: 301 of 1284 tracked SPACs (23%) are attached to a scored sponsor. This card fills in by itself as the research lands.
The record
The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.
Show the reference detail
Unit structure
Unit: U = S + R/10
from 424B3 0001213900-23-071414
Trading & liquidity
Company profile
Directors & officers
- Shu Pei Huang DesmondActing Group CFO
- Ng Wing FaiChief Executive Officer
- Wong Yun Pun FelixDirector
- Ng Thomas Kwok OnDirector
- CHAN BRIAN CHUNG YAUDirector
Institutional holders
from SC 13G/13DFunds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.
Show the declared stakes
11 filers with a stake on file · 0 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.
- TAG Holdings Ltd92.4% · SC 13DNov 25, 2022 stale
- AGBA Holding Ltdwith 1 other reporting person on the same schedule21.1% · SC 13GFeb 14, 2020 stale
- MIZUHO FINANCIAL GROUP INC8.0% · SC 13GFeb 14, 2022 stale
- Weiss Asset Management LPwith 3 other reporting persons on the same schedule4.8% · SC 13G/AFeb 13, 2020 stale
- Polar Asset Management Partners Inc.3.6% · SC 13G/AFeb 7, 2022 stale
- Hudson Bay Capital Management LPwith 1 other reporting person on the same schedule3.4% · SC 13G/AFeb 8, 2021 stale
- BASSO CAPITAL MANAGEMENT, L.P.with 3 other reporting persons on the same schedule1.7% · SC 13G/AFeb 11, 2022 stale
- PERISCOPE CAPITAL INC.0.0% · SC 13G/AFeb 13, 2023 stale
- BANK OF MONTREAL /CAN/with 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 6, 2023 stale
- Feis Lawrence Michaelwith 1 other reporting person on the same schedule0.0% · SC 13G/ANov 16, 2022 stale
- GLAZER CAPITAL, LLCwith 1 other reporting person on the same schedule0.0% · SC 13G/AFeb 14, 2022 stale
One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.
News
company wires and the financial pressReporting we have matched to this ticker. Headlines belong to the outlets that wrote them.
Show the headlines
- Document 4 - file: ea021317701ex99-1_agba.htm
SEC EDGARundated by the source
- Agba Completes Merger With Triller
SEC EDGARundated by the source
- Triller - Crunchbase Company Profile & Funding
crunchbase.comundated by the source
- Triller Steals Social Media Spotlight with $50 Million Fundraise
Financial Timesundated by the source
- Triller Group Completes Strategic Review and Enters Into an Accelerated Development Phase Focusing on Social Media, Fintech, and Combat Sports
PR Newswireundated by the source
Sources on file
harvested pages, kept in fullEvery public page we have read about this company, stored in full so a source can never go missing.
Show the sources
37 full SEC filing texts archived — searchable, never lost.
- Vault note — AGBA (AGBA Acquisition Ltd)
vault-note · /vault/tickers/AGBA
- Vault deal note — Triller Group Inc. (AGBA)
vault-note · /vault/deals/triller-group-inc
- Triller Group Completes Strategic Review and Enters Into an Accelerated Development Phase Focusing on Social Media, Fintech, and Combat Sports
news · prnewswire.com
In plain English
tap a term to open itEvery piece of jargon this page could have used, and what it actually means.
Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Broker action datethe day your broker needs the instruction — earlier than the official date
Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Trust discountbuying below the cash held for you
Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
ARShow much upside you get per unit of downside
SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.
Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since
A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.
Ask the brain
from its filingsData provenance & audit trail3 internal entries
Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.
admitted from EDGAR's QUARTERLY FORM INDEX, walked without any SIC filter. The SIC 6770 census could not reach this registrant: EDGAR reassigns a shell's SIC the day it stops being one, and this CIK now files under 6282 (Investment Advice). The screen found it by filing SHAPE instead — S-1 2019-04-11 → 8-A12B 2019-05-10 → 424B4 2019-05-15 — which nothing rewrites. Admission rule: src/lib/universe-admit.ts. SIC 6282 + self-described blank check in 424B4 0001615774-19-007849; 424B 0001615774-19-007849 priced 2019-05-15 under S-1 0001615774-19-005619 (file 333-230804, an offering for cash); common ticker AGBA off 10-K 0001213900-20-008207 (2020-03-31); lifecycle EXITED. The pricing prospectus was filed under SEC file number 333-230804, which belongs to S-1 0001615774-19-005619 (2019-04-11) — a registration of shares sold for CASH, which is what makes it an IPO rather than merger consideration. Blank-check status from the registrant's own first-person sentence in that prospectus (EDGAR full-text search, 424B4 2019-05-15). Ending PROVEN, not inferred: CLOSED per Form 25 0001354457-22-000647 (2022-11-14) — Form 25 filed under 17 CFR 240.12d2-2(a)(3) — the rule for securities that "have come to evidence other securities in substitution therefor", i.e. the shares became the successor's (class: rights, units). EDGAR now files this CIK as "Triller Group Inc." — the SPAC's own name is kept here and the successor is the target. ipoSizeM and deadline left NULL: gross-proceeds prose conflates the over-allotment with the offering, and a charter deadline belonging to a vehicle that has ended is a date nobody can act on. ipoDate is the 424B pricing date.
sponsor "AGBA Holding Ltd" (SEC CIK 0001776273) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-20-007794.
[CLOSED-RENAME] EDGAR CIK 0001769624 records "AGBA Acquisition Ltd" ending 2022-11-14; the registrant continues as "Triller Group Inc.". The rename is the SEC's own record of what the vehicle became, keyed by CIK. Closed 2022-11-14. No deal value is set — a rename says what was acquired, never for how much. No date column is set: Deal has announcedAt, voteDate and expectedCloseAt and nowhere to record an actual close, so the SEC's date is kept here until that column exists.