What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-01-26 compared with 2024-03-28 · 37 added, 61 removed, 2 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

We completed the Business Combination with AAL

on November 14, 2022.

Prior to that date, and before the completion of the Business Combination with AAL, the units, ordinary shares,

warrants, and rights of AAL traded on the Nasdaq under the ticker symbols “AGBAU,” “AGBA,” “AGBAW,”

and “AGBAR,” respectively.

After the completion of the Business Combination, the post-combination company has been renamed

“AGBA Group Holding Limited” and its ordinary shares and warrants began trading on the Nasdaq Capital Market on November 15,

2022 under the ticker symbols “AGBA” and “AGBAW,” respectively.

Holders of Record

As of December 31, 2023, we had 68,661,998 ordinary shares issued and outstanding,

and 4,825,000 warrants outstanding.

As of March 26, 2024, there were 21 registered holders of record of our ordinary shares and two registered

holder of record of our warrants.

Such numbers do not include beneficial owners holding our securities through nominee names.

number of holders of our ordinary share and warrants may be greater than our record holders.

We have not paid any cash dividends on our ordinary

shares to date and do not intend to pay cash dividends in the immediate future.

We currently intend to retain all available funds and

any future earnings to fund the development and growth of our business and to potentially repay any indebtedness and, therefore, we do

not anticipate paying any cash dividends in the foreseeable future.

Any future determination to pay dividends will be at the discretion

of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness,

and will depend on our results of operations, financial condition, capital requirements and other factors that our board may deem relevant.

Purchases of Equity Securities by the Issuer

and Affiliated Purchasers

There were no purchases of equity securities by

the issuer or affiliated purchasers, as defined in Rule 10b-18(a) (3) the Securities Exchange Act of 1934, during our fiscal year

ended December 31, 2023.

On November 7, 2023, we entered into private placement binding term sheets with an institutional investor,

our Chief Executive Officer, Mr.

Ng Wing Fai, and our management team pursuant to which we will receive gross proceeds of approximately

$5,128,960, in consideration of (i) 7,349,200 ordinary shares of our ordinary shares, and (ii) warrants to purchase up to 1,469,840 ordinary

shares at a purchase price of $0.70 per ordinary share and associated warrants.

As of December 31, 2023, the Company received the proceeds

of $1,850,310.

The Company has not completed the shares issuance as of the date of this annual report.

On April 18, 2023, our Board of Directors approved

the repurchase of 1,000,000 ordinary shares (the “2023 Share Repurchase Program”).

Under the 2023 Share Repurchase Program,

we are authorized to re-purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for a term

of one year, no later than April 18, 2024.

of Unregistered Securities and Use of Proceeds

There have been no other unregistered sales of

equity securities during the year ended December 31, 2023, which have not been previously disclosed on a Current Report on Form 8-K.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock and warrant are currently listed on Nasdaq Capital Market under the symbol “ILLR” and “ILLRW.”

of December 31, 2024, we had 162,166,248 shares of common stock issued and outstanding, and 4,825,000 warrants outstanding.

As of December

24, 2025, there were 1,945 registered holders of record of our common stock and 207 registered holders of record of our warrants.

numbers do not include beneficial owners holding our securities through nominee names.

The actual number of holders of our common stock

and warrants may be greater than our record holders.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends in the immediate future.

intend to retain all available funds and any future earnings to fund the development and growth of our business and to potentially repay

any indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future.

Any future determination to

pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing

our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements

and other factors that our board may deem relevant.

of Equity Securities by the Issuer and Affiliated Purchasers

November 7, 2023, we entered into private placement binding term sheets with an institutional investor, our Chief Executive Officer,

Ng Wing Fai, and our management team pursuant to which we will receive gross proceeds of approximately $5,128,960, in consideration

of (i) 7,349,200 ordinary shares of our ordinary shares, and (ii) warrants to purchase up to 1,469,840 ordinary shares at a purchase

price of $0.70 per ordinary share and associated warrants.

The Company closed the private placement on May 2, 2024.

January 24, 2025, we entered into a Securities Purchase Agreement with KCP Holdings Limited, a Cayman Islands exempt company for a private

placement offering of an aggregate of $14,000,000 in shares of common stock and warrants of the Company.

The shares were be sold at $2.20

Additionally, KCP Holdings Limited will receive a warrant to purchase an equivalent number of shares at an exercise price

of $5.00 per share.

These warrants will become exercisable six months after issuance and will remain exercisable for five years.

Sale of Unregistered Securities and Use of Proceeds

have been no other unregistered sales of equity securities during the year ended December 31, 2024, which have not been previously disclosed

on a Current Report on Form 8-K.

Authorized for Issuance under Equity Compensation Plans

The following table provides information as of

December 31, 2023 with respect to the shares of the Company’s ordinary shares that may be issued under the AGBA Group Holding Limited

following table provides information as of December 31, 2024 with respect to the shares of the Company’s ordinary shares that may

be issued under the TRILLER GROUP INC.

Share Award Scheme.

Plan Category

Number of securities to be issued

upon exercise of outstanding options, warrants and rights

Weighted average

exercise price of outstanding options, warrants and rights

Number of securities remaining available

for future issuance under equity compensation plans (excluding securities reflected in column

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Performance Graph

We are a “smaller reporting company,”

as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e)

of Item 201 of Regulation S-K.

available for

Equity compensation plans approved by security

Equity compensation plans not approved by security

are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to

provide the information required by paragraph (e) of Item 201 of Regulation S-K.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity