TikTok Rival Triller’s Failed Merger with AGBA: A Lesson in Post-Merger Damages Calculations

A merged corporation agreed to register its shares for resale and raise $500MM to capitalize the corporation and provide liquidity to investors. The merged corporation failed to do either of these things.

In Bobby Sarnevesht v. Triller Group Inc., decided by the Delaware Chancery Court on July 17, 2026, the judge assigned damages to what was a default judgement on behalf of the plaintiff group.

In 2024, TikTok rival Triller Corp. (Triller) merged with a NASDAQ listed international financial services company, AGBA Group Holding Limited and AGBA Social Inc. (together, AGBA). Under the stock merger, Triller would own 80% with AGBA owning 20%.

Both Triller and AGBA were in financial distress and hoped the merger would be salve for their woes. The merged entity (Triller Group) failed to file a registration statement with respect to over 54 million shares (the registration covenant) and failed to secure a promised $500 million equity investment (the investment covenant), albeit based on a best efforts clause. The stockholder representative for Triller (Bobby Sarnvesht, and former CEO of Triller) sued Triller Group, which failed to appear, resulting in a default judgement.

While the default judgement was in the plaintiff’s favor, it has had a difficult time with damages, causing months of delay for a judgment. It asserted the maximum publicly sold share price as the appropriate form of damages, which amounted to roughly $300MM in damages, but the court, in an earlier motion, denied this relief, arguing the plaintiff is not allowed “perfect market prescience.” As the court said:

“A defendant’s financial distress does not relieve a plaintiff of the burden to prove damages with reasonable certainty.”

The court gave $1.00 for the investment covenant breach, as this was a best efforts clause only. The court awarded damages of approximately $25.7MM for the registration covenant breach.

Will the plaintiffs ever collect? That remains to be seen. Plaintiffs need to get in line as a creditor. To avoid delays similar to this, drafters should consider assigning liquidated damages clauses in the future to expediate court review, since time is of the essence when attempting to collect from a melting ice cube, aka a company in distress.

Jerome Fogel is co-founder of Fogel & Potamianos LLP, a firm recognized by Chambers & Partners’ California Spotlight Guide for excellence in corporate law. A partner in the Corporate Practice Group, he is known as an innovator and dealmaker in the legal community. He serves as a general counsel to privately held companies, including representation in mergers and acquisitions. 

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