AGBA Group: $500 Million SEPA With Yorkville Limits Upside Potential Of Triller Merger

seekingalpha08-23

Triller's merger with AGBA Group Holding Limited has faced delays, causing the stock price to drop to around $2.00.The $500 million Standby Equity Purchase Agreement ("SEPA") with Yorkville is a major...

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Robert Way Four months ago, I wrote about the speculative upside potential of Triller's merger with AGBA Group Holding Limited (NASDAQ:AGBA) due to it being a potential TikTok competitor or replacement. It was first hoped that the deal would close in May, but it is still outstanding as we head into the final week of August. Investors and swing traders have lost patience and the stock has eroded to just over $2.00. The stock has lost its momentum partially because the timeline for closing the transaction has not been met. But in my opinion, the biggest issue limiting the upside immediately after the merger takes place is a $500 million Standby Equity Purchase Agreement with Yorkville. Yorkville is well known for engaging in death spiral financings and other highly dilutive raises for its clients, usually on the backs of retail investors' losses. There remains a distinct possibility that there will be a spike in AGBA's price as the merger completes, but I suggest that investors should take advantage of any profitable exit opportunity leading into or immediately after its completion. Data by YCharts The merger will happen, but so will the dilution The last update on the timing of the merger's estimated completion came from AGBA's CEO Wing Fai Ng on the company's X feed on July 29. He gave a deadline of mid-August with certainty that the merger would close by the end of August. Given that we are a week away from the end of this month, there is a strong possibility that this will be another missed deadline. This is causing some people to doubt that the merger will ever take place. I disagree with this sentiment. It needs to take place because AGBA and Triller's survival depends on it. I made the following statement in my previous article: AGBA had a $43 million loss on $54 million in revenue in 2023. At the end of the year, it had $18 million in cash and negative working capital of $12 million. Triller's balance sheet as of September 30, 2023 showed $6 million in current assets against $378 million in total debt and other liabilities. The vast majority of its $359 million in assets are intangibles, which does make sense given the potential of its platform to be a TikTok rival. However, adding Triller's net loss and substantial negative working capital to AGBA's net loss and negative working capital will only mean one thing. Significant financing will need to take place in order for this newly combined company to remain solvent. Triller sold a 20% stake in itself for a public listing, likely because it's desperate to tap the public markets for capital. The risk of dilution is going to loom over this company. I estimate a minimum of $200 million in cash should be raised, plus conversion of up to $200 million of its debt into equity. It's just a matter of the valuation at which this dilution will take place. Since then, AGBA released its Q2 2024 financials, which showed further deterioration of the balance sheet due to its net loss for the quarter. The working capital deficit has now eroded to $35.5 million for AGBA. Both AGBA and Triller are in desperate need of a cash injection. Triller's easiest way to do that is through using the public equity market it will have access to once it merges with AGBA. Conversely, AGBA is much more likely to be able to raise the cash it needs as Triller than as a relatively unknown, standalone fintech company domiciled in Hong Kong. This deal will get done. A few days after my first article, AGBA entered into a $500 million Standby Equity Purchase Agreement, which has since been amended to include a $25 million advance. Following up on my statement in the previous article, I expect the merged company to use at least $200 million of it in short order. The remaining $300 million will likely be a cushion for further product development and strengthening of the balance sheet. Also, if there is going to be a monetization or recruitment strategy for influencers, the company will need to spend a substantial amount on upfront marketing costs. The terms of the financing will be as follows: The Common Shares purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to (A) 95% of the lowest daily VWAP of the Common Shares during the period of the delivery date of the Advance Notice (the “Advance Notice Date”) commencing (i) if submitted prior to the open of trading, the open of trading on such day, or (ii) if submitted after the open of trading, upon receipt by confirmed by the Company, ending at 4:00 pm ET on the Advance Notice Date; or (B) 97% of the lowest daily VWAP of the Common Shares on the three consecutive trading days commencing on the date of the Advance Notice Date, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville. “VWAP” is defined as the daily volume weighted average price of the shares of common stock for such trading day on the Nasdaq Stock Market during regular trading hours as reported by Bloomberg L.P. The 3-5% discount to VWAP in not as bad as other SEPA agreements I have seen, where the discount can be up to 25% of VWAP. So while this agreement will be dilutive, it isn't dilutive to a toxic level. Triller's growth has stagnated while it loses a lot of money, but Yorkville must view it as an opportunity that will garner enough market liquidity to only require a 3-5% discount. As opposed to microcap deals where it expects a plunge in price upon distributing shares into the float and therefore requires a steeper discount to VWAP. With that being said, the sheer size of the required raise will put a limit on AGBA's upside. Should a $200 million raise occur at $2.00, that will mean 100 million shares will be added to the float shortly after the merger. Investors who will buy and hold during this time will need to have the expectation that the market will absorb these shares without significant downside pressure. Otherwise, it makes sense to sell and buy back in at a lower price once the financing has occurred. Conclusion: downgrading to hold leading into the merger, sell immediately after it Based on the heavy dilution that, I believe, will take place through the SEPA shortly after the merger, I have no choice but to downgrade my outlook on AGBA to hold, with a suggestion to sell around the time of the merger. I have since sold my position in AGBA due to the SEPA that was announced after my previous article. Though, I may purchase a short-term swing trading position leading up to a definitive merger date. I like the idea of AGBA leveraging its fintech platforms with Triller, though exactly how this collaboration would look like won't be known until after the merger takes place. Right now, investors only have interview tidbits from the CEO on AGBA's X account about this possibility. Any social media platform that makes it easier or provides a new way for content creators to monetize what they create is something that I support. The problem is, this initiative will cost money. Money that neither Triller nor AGBA currently have. This money - a lot of it - will have to be raised post-merger. It makes sense for interested investors, myself included, to wait until after the post-merger company solidifies its balance sheet and releases an updated version of Triller with enhanced features. These investors can then assess the situation and repurchase shares if they wish. My guess is that those shares will be at a lower price than today. So one would be paying less for a slightly de-risked speculative position in AGBA/Triller down the road.  Editor's Note: This article covers one or more microcap stocks. Please be aware of the risks associated with these stocks.","kind":"highlight","is_publish_news":true,"is_publish_highlight":false,"is_publish_live":false,"is_publish_wemedia":null,"editions":null,"column":"","sentiment":"0","news_tag":"","news_rank":0,"symbols":[],"gpt_button":1},"commentList":[],"isCommentEnd":true,"newsSizeData":{"likeSize":0,"commentSize":0,"repostSize":0,"favoriteSize":0,"likeStatus":false,"favoriteStatus":false},"APP":{"userAgent":"Mozilla/5.0 AppleWebKit/537.36 (KHTML, like Gecko; compatible; ClaudeBot/1.0; +claudebot@anthropic.com)","isDev":false,"isTTM":true,"deviceId":"web-server-community-laohu8-v3","version":"4.29.3","shortVersion":"4.29.3","platform":"web","vendor":"web","appName":"ttm","isIOS":false,"isAndroid":false,"isTiger":false,"isTHS":false,"isWeiXin":false,"isWeiXinMini":false,"isWeiBo":false,"isQQ":false,"isBaiduSwan":false,"isBaiduBox":false,"isDingTalk":false,"isToutiao":false,"isOnePlus":false,"isHuaWei":false,"isXiaomi":false,"isXiaomiWebView":false,"isOppo":false,"isVivo":false,"isSamsung":false,"isMobile":false},"href":"/m/news/2461304637"}