Business Combination

12 Months Ended

Dec. 31, 2024

Business Combination [Abstract]

BUSINESS COMBINATION

NOTE 4 — BUSINESS COMBINATION

As discussed in Note 1, the Company consummated the Merger Transaction pursuant to the Merger Agreement on October 15, 2024, whereby the Company acquired all the equity interest of Triller Corp..

In connection with the Merger Transaction, the following transactions occurred on the Acquisition Date:

(a)

All of the outstanding shares of Triller Corp. Series A Common Stock and Triller Series B Common Stock were converted into an aggregate of 83,468,631 shares of Triller Group common stock, par value $0.001 per share.

(b)

All of the outstanding shares of Triller Corp. Series A-1 Preferred Stock were (i) converted into an aggregate 11,801,804 shares of Triller Group preferred stock, par value $0.001 per share which is issued on October 15, 2024; and (ii) 11,807,332 shares of common stock to be issued subsequently in March 2025.

(c)

All of the outstanding warrants of Triller Corp. were cancelled and replaced by the issuance of warrants to purchase 14,811,260 shares of the Triller Group common stock (the “Replacement Warrants”).

(d)

All of the existing Triller Corp. restricted stock units (“Triller Corp. RSUs”) were converted into 17,004,025 Triller Group restricted stock units (“Triller Group RSUs”), and the reserve for an aggregate of 17,604,025 shares of Triller Group Common Stock (the “Contingent Shares”), for future issuance upon the vesting of the Triller Group RSUs.

(e)

The Company issued 24,206,246 shares of Triller Group Common Stock (the “Reserved Shares”) that were deposited into an escrow account in the name of Triller Group, acting as escrow agent, to be used to settle any matters solely in connection with claims that relate to the affairs of Triller Corp. prior to the Closing Date (including, without limitation, any current and/or future litigation matters, Triller Corp.’s debt, accrued interest, accounts payable, investments in Triller Corp.’s subsidiaries). The shares will be allotted to the Triller Corp.’s stockholders six years from October 15, 2024.

The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The Company, formerly AGBA, was determined to be the accounting acquirer. In identifying the accounting acquirer, management considered the structure of the transaction and other actions contemplated by the Merger Agreement, relative outstanding share ownership and market values, the composition of the combined company’s board of directors, the relative size of AGBA and Triller Corp, and the designation of certain senior management positions of the combined company.

In accordance with ASC 805, the Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the Acquisition Date. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually or more frequently when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies.

Management’s purchase price allocation is preliminary and subject to change pending finalization of consideration and intangible asset fair value valuation, tax attributes and tax related liabilities. In accordance with ASC 805, if the Company identifies changes to acquired deferred tax asset (“DTA”) valuation allowances or liabilities related to uncertain tax positions during the measurement period, and they are related to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement-period adjustment, and the Company will record the offset to goodwill. The Company records all other changes to DTA valuation allowances and liabilities related to uncertain tax positions in current period income tax expense.

The Company incurred approximately $2.7 million in acquisition-related costs associated with the acquisition. These costs and expenses primarily include fees associated with financial, legal, and accounting advisors. These costs were recorded in operating expenses on the consolidated statements of operations and comprehensive loss.

The purchase consideration and estimated fair value assessment of the assets acquired and liabilities assumed is as follows:

		Amount
Consideration:
Triller Group common stock issued, at a fair value of $5.60 per share		$	467,424
Triller Group common stock issued held in escrow account, at a fair value of $5.60 per share			135,555
Triller Group Series A-1 preferred stock, at a fair value of $5.60 per share			132,181
Triller Group Replacement warrants at fair value (a)			50,573
Total consideration		$	785,733

Fair value of assets acquired:
Cash and cash equivalents		$	1,175
Accounts receivable, net			2,178
Other current assets			253
Intangible assets			911
Amounts attributable to assets acquired			4,517

Fair value of liabilities assumed:
Accounts payable, accrued expenses and other current liabilities			122,002
Earn-out liability			5,000
Related party advances			30,401
Borrowings			13,100
Convertible debts			54,059
Amounts attributable to liabilities assumed			224,562
Net assets acquired, liabilities assumed		$	(220,045	)
Goodwill			1,005,778

Note:

(a)

Valuation analysis relied upon the usage of market data and the Black-Scholes Model in order to determine the fair value of the Replacement Warrants. Market data, including risk-free rates, stock price, and volatility was obtained from the S&P Global Market Intelligence database. Replacement Warrants that were out-of-the-money were valued utilizing the Black-Scholes Model and the full contractual term to expiration of the relevant Replacement Warrants. Replacement Warrants that were significantly in-the-money were valued using intrinsic value.

The following table summarizes the components of the acquired intangible assets and estimated useful lives:

		Intangible Assets				Estimated Useful Life
Trademarks and trade names		$	240				5 years
Customer relationships – business enterprises			436				2 years
Customer relationships – consumer subscriptions			235				2 years
Total intangible assets acquired		$	911

The intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits are consumed, over their estimated useful lives.

The primary reason for the Merger was for Triller Corp to become a publicly traded entity and for AGBA to diversify revenue through Triller Corp’s short form social video app, AI driven content creation, SaaS offerings and TrillerTV streaming services. Goodwill resulting from the acquisition was primarily attributable to acquired workforce, an increase in development capabilities, increased offerings to clients, and enhanced opportunities for growth and innovation. The acquired intangible assets and goodwill resulting from the Merger Transaction are not amortizable for tax purposes.

For the year ended December 31, 2024, the Company provided full impairment on goodwill and intangible assets in the consolidated statements of operations and comprehensive loss as the Company suffered continuous losses resulting from lower revenues and increased costs.

Unaudited Pro Forma Information

The following table provides unaudited pro forma information as if Triller Corp had merged with the Company as of January 1, 2023. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to the assets acquired and liabilities assumed, adjustments for alignment of accounting policies, and transaction expenses as if the Merger occurred on January 1, 2023. The pro forma results do not include any anticipated cost synergies or other effects of the integrated merged companies. Accordingly, pro forma amounts are not necessarily indicative of the results that would have occurred had the Merger Transaction been completed on the dates indicated, nor is it indicative of the future operating results of the combined company.

		For the years ended December 31,
		2024				2023
Pro forma revenue		$	63,281			$	99,734
Pro forma net loss		$	234,440			$	347,963