Stockholders’ (Deficit) Equity

12 Months Ended

Dec. 31, 2024

Stockholders’ (Deficit) Equity [Abstract]

STOCKHOLDERS’ (DEFICIT) EQUITY

NOTE 19 — STOCKHOLDERS’ (DEFICIT) EQUITY

(a)

Common Stock

To date, the Company’s common stock is currently traded on the Expert Market of Over-the-Counter Markets Group under the symbol “ILLR”, which was previously traded on the Nasdaq Capital Market under the symbol “AGBA” or “ILLR”.

As of December 31, 2023, the Company has authorized shares of 1,000,000,000 common stocks with a par value of $0.001 per share.

On September 19, 2024, the stockholders of the Company approved the amendment to the Company’s Fifth Amended and Restated Memorandum and Articles of Association to increase the number of authorized common stock of the Company from 1,000,000,000 shares to 1,500,000,000 shares.

On October 1, 2024, the Company effected a 1.9365-to-1 forward stock split (the “Forward Split”), resulting in an increase in the total number of authorized common stocks from 1,500,000,000 to 2,904,753,145, an increase in the outstanding ordinary shares from 97,736,035 shares to 189,265,804 shares and a reduction of par value from $0.001 to $0.000516395 per share.

Further, on October 15, 2024, immediately prior to the completion of the redomiciliation and Merger Transaction, the Company effected a 1-for-4 reverse stock split (the “Reverse Split”), resulting in the proportional adjustments to the par value of the ordinary shares, the authorized number of ordinary shares, and the number of outstanding ordinary shares. Proportional adjustments were also made to all outstanding stock options, warrants, and common warrants in accordance with their respective terms. The Reverse Split did not change the par value of the Company’s common stock or the authorized number of shares. All fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock.

All share and warrant numbers and per share amounts are retroactively presented in this Form 10-K to reflect the impact of the Forward Split and the Reverse Split as if they had taken effect on January 1, 2023.

On October 15, 2024, the Company changed its legal jurisdiction from British Virgin Islands to the State of Delaware.

As of December 31, 2024 and to date, the Company has authorized share capital of 150,000,000,000 common stocks with a par value of $0.001 per share. As of December 31, 2023, the number of authorized common stock has been retroactively adjusted to 484,125,000 to reflect the impact of Forward Split and Reverse Split.

As of December 31, 2024, the Company has 138,143,817 shares of common stock issued and outstanding with below movement:

(i)	167,586 shares of common stock to the directors and officers of the Company under the Share Award Scheme (the “Scheme”), whose shares were vested in 2023.

(ii)	8,079,002 shares of common stock to a director, officers and employees of the Company to compensate for the contributions of their services and performance.

(iii)

3,157,068 shares of common stock to certain consultants to compensate their services rendered which included 636,899 shares issued to a related company owned by the former Chairman of the Company for advisory services. As of December 31, 2024, the unrecognized deferred equity compensation amounting to approximately $6.4 million was recorded and will be amortized over the remaining service period.

(iv)	484,125 shares of common stock to Apex Twinkle Limited to partially settle the finder fee payable.

(v)

3,557,932 shares of common stock and the associated warrants to purchase 734,920 shares of common stock at a purchase price of $1.45 per share under the private placement, to an institutional investor, a director, officers and employees of the Company, on May 2, 2024. Among 3,557,932 shares of common stock, in December 2023, the Company received gross proceeds of approximately $1.9 million from an institutional investor in exchange of 1,279,688 shares of common stock and settled the accrued salaries of approximately $1.2 million with an aggregate of 859,564 shares of common stock to a director, officers and employees of the Company. The remaining 1,418,680 shares of common stock were issued to a director of the Company.

(vi)

3,558,319 shares of common stock to stockholder of Investment H in September 2024 with the aggregate fair value of approximately $18.5 million, at the market value of $2.51 per share in exchange of 285,353 of Class C units of Investment H, equal to 3.79% of its equity interest as of transfer date. (see Note 10(c))

(vii)

1,306,970 shares of common stock to the directors and officers for the settlement of the accrued salaries and salaries incurred during the year.

(viii)

290,475 shares of common stock to the independent directors of the Company under the 2024 Equity Incentive Plan.

(ix)	480,426 shares of common stock to Yorkville as a commitment fee pursuantto A&R SEPA. (see Note 16(iii))

(x)	83,468,631 shares of common stock to the Triller Corp stockholders in connection with the Merger Transaction. (see Note 4)

(xi)	183,815 shares of common stock for settlement of claims that related to the affairs of Triller Corp. prior to the Closing date with common stock held in escrow. (see Note 4)

(xii)

168,477 fractional shares of common stock resulting from rounding up to whole shares upon the effectiveness of Reverse Split.

There were 138,143,817 and 33,240,991 shares of common stock issued and outstanding, as of December 31, 2024 and 2023, respectively.

To the date of the accompanying consolidated financial statements issued, there were 197,266,991 shares of common stock issued and outstanding. The subsequent issuance of substantial number of common stocks is listed from (i) to (vii) in Note 26.

For the years ended December 31, 2024 and 2023, the Company recorded approximately $77.8 million and $11.2 million stock-based compensation expense, respectively which is included in the personnel and benefit expense and legal and professional fee in the consolidated statements of operations and comprehensive loss.

(b)

Preferred Stock

On October 15, 2024, the Company filed its articles of incorporation with the Secretary of State of Delaware, to authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series.

As of December 31, 2024 and to date, the Company has authorized a total of 100,000,000 shares of preferred stock with a par value of $0.001 per share. Of this amount the Company has authorized 50,000,000 shares and 50,000,000 shares to two classes of preferred stock, Series A-1 Preferred Stock and Series B Preferred Stock, respectively.

A description of each class of preferred stock is listed below:

Series A-1 Preferred Stock

The Company designated up to 11,803,398 shares as Series A-1 Preferred Stock, with a par value of $0.001 per share. Each share of Series A-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of common stock.

In connection with the Merger Transaction, 11,801,804 shares of Series A-1 Preferred Stock are issued to the holders of Triller Corp. preferred stock and 11,801,804 shares of Series A-1 Preferred Stock are to be issued to dom Ventures Limited.

There were 11,801,804 and nil shares of Series A-1 Preferred Stock issued and outstanding as of December 31, 2024 and 2023, respectively.

Series B Preferred Stock

The Company designated up to 35,000 shares of Series B Preferred Stock, with a par value of $0.001 per share. Each share of Series B Preferred Stock shall be entitled to 10,000 votes for each share of Series B Preferred Stock held by such holder.

In connection with the Merger Transaction, the Company issued an aggregate of 30,851 shares of super voting Series B preferred stock of the Company (the “Super Voting Shares”) to Green Nature Limited (“GNL”), a company controlled by the controlling stockholder of the Company, with each Super Voting Share entitled to 10,000 votes on all matters.

There were 30,851 and nil shares of Series B Preferred Stock issued and outstanding as of December 31, 2024 and 2023, respectively.

(c)	Preferred Stock To Be Issued

There were 11,801,804 shares of Series A-1 preferred stock to be issued in connection with the Merger Transaction which were subsequently settled with 11,807,332 common stocks in March 2025 (see Note 4).

(d)	Common Stock To Be Issued

As of December 31 ,2024, the Company has committed to issue common stocks as compensation for services:

(i)	9,682,500 common stocks to a consultant under a consulting agreement.

(ii)	5,340,211 common stocks to directors, officers and employees under equity incentive plans for their service and performance

There were 15,022,711 and 2,350,081 shares of common stock to be issued, as of December 31, 2024 and 2023, respectively.

(e)	Common Stock Held In Escrow

There were 24,206,246 shares of common stock deposited into an escrow account in the name of the Company, acting as escrow agent, in connection with the Merger Transaction (see Note 4).

During the year ended December 31, 2024, 183,815 shares of common stock held in escrow are transferred out to settle claims that relate to the affairs of Triller Corp. prior to the Closing date.

There were 24,022,431 and nil shares of common stock held in escrow issued and outstanding as of December 31, 2024 and 2023, respectively.

(f)	Forgiveness of Amount Due to Stockholder

During the years ended December 31, 2024 and 2023, stockholder of the Company agreed to forgive a debt of nil and approximately $12.6 million , in aggregate, respectively representing certain amounts due to it and treat as additional paid-in capital.

(g)	2023 Share Award Scheme (the “Share Award Scheme”)

Pursuant to the Share Award Scheme, the Company filed S-8 registration statement to register up to 5,652,352 shares of common stock on February 24, 2023.

The fair value of the common stock granted during the period is measured based on the closing price of the Company’s common stocks as reported by Nasdaq Exchange on the date of grant. For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024, 14,556 shares of common stock are available to issue under the Share Award Scheme.

Restricted Share Units (“RSUs”)

In December 2022, the Company approved and granted 2,420,625 shares of common stock as RSUs to employees and consultants as additional compensation under the Scheme. These RSUs typically will be vested over one to four years period from 2023 to 2026.

For the RSUs, the fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid. The Company has assumed 10% forfeitures.

On January 22, 2024 and June 18, 2024, the Company issued 161,775 and 5,811 shares of common stock, respectively, to the directors and officers of the Company under the Scheme, whose shares were vested in 2023.

During the year ended December 31, 2024 and 2023, the Company recorded approximately $0.8 million and $1.9 million stock-based compensation expense, respectively which is included in the personnel and benefit expenses in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $0.5 million. They are expected to be recognized over the weighted average period of 0.89 years.

A summary of the activities for the Company’s RSUs as of December 31, 2024 and 2023 is as follow:

		As of December 31,
		2024								2023
		Number of RSUs				Weighted Average Grant Price				Number of RSUs				Weighted Average Grant Price

Outstanding, beginning of year			634,072			$	5.09				2,420,625			$	5.09
Granted			—			$	—				(167,770	)		$	—
Vested			(95,525	)		$	5.09				(1,618,783	)		$	5.09
Forfeited			(149,864	)		$	5.09				—			$	—
Outstanding, end of year			388,683			$	5.09				634,072			$	5.09

(h)

2024 Equity Incentive Plan

Pursuant to the 2024 Equity Incentive Plan (the “2024 Plan”), the Company filed S-8 registration statement to register 7,746,000 and 30,998,400 shares of common stock on August 29, 2024 and November 27, 2024, respectively.

The fair value of the common stock granted during the period is measured based on the closing price of the Company’s common stock as reported by Nasdaq Exchange on the date of grant. For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024, 24,508,411 shares of common stock are available to issue under the 2024 Plan.

RSUs previously held by Triller Corp. (“Triller RSUs”)

In connection with the Merger Transaction, the Company approved the conversion of all RSUs under Triller Corp. into 17,004,025 shares of common stocks of the Company as RSUs to certain employees, and the reservation of an aggregate of 17,004,025 shares of common stocks for future issuance upon the vesting of the RSUs. Triller RSUs typically will be vested over one to three years period from 2025 to 2027.

The fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid.

During the year ended December 31, 2024 and 2023, the Company recorded approximately $20.3 million and nil stock-based compensation expense, respectively which is included in the personnel and benefit expenses in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $74.9 million. They are expected to be recognized over the weighted average period of 1.29 years.

A summary of the activities for the Triller RSUs as of December 31, 2024 and 2023 is as follow:

		As of December 31,
		2024								2023
		Number of RSUs				Weighted Average Grant Price				Number of RSUs				Weighted Average Grant Price

Outstanding, beginning of year			—			$	—				—			$	—
Granted			17,004,025			$	5.60				—			$	—
Outstanding, end of year			17,004,025			$	5.60				—			$	—

Share Incentive (the “Incentive Scheme”)

During the year ended December 31, 2024, an aggregate of 16,266,600 shares were granted to the former chairman, directors and officers of the Company and vested upon closing of the Merger Transaction. Among these, 4,841,250 were vested monthly in equal instalments over next two years from the Closing Date.

The fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid.

The Company issued 6,584,100 shares of common stock to the directors and officers of the Company, whose shares were vested in 2024.

During the year ended December 31, 2024 and 2023, the Company recorded approximately $40.8 million and nil stock-based compensation expense, respectively which is included in the personnel and benefit expenses in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024, total unrecognized compensation remaining to be recognized in future periods for Incentive Scheme totaled approximately $11.3 million. They are expected to be recognized over the weighted average period of 0.96 years.

A summary of the activities for the Incentive Plan as of December 31, 2024 and 2023 is as follow:

		As of December 31,
		2024								2023
		Number of Shares				Weighted Average Grant Price				Number of Shares				Weighted Average Grant Price

Outstanding, beginning of year			—			$	—				—			$	—
Granted			16,266,600			$	3.68				—			$	—
Vested			(11,828,788	)		$	3.68				—			$	—
Outstanding, end of year			4,437,812			$	3.68				—			$	—