| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Triller Group Inc. [ ILLR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/11/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/11/2025 | J | 0(5)(6) | D(5)(6) | $0(5)(6) | 0 | I | By KCP Holdings Limited(1)(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant | (2) | 04/11/2025 | J | 0(5)(6) | 07/24/2025(2) | 01/24/2030(2) | Common Stock | 6,363,636 | $0.00(5)(6) | 0 | I | By KCP Holdings Limited(2)(3) | |||
| Convertible Note | (4) | 04/11/2025 | J | 1 | (4) | (4) | Common Stock | (4) | (4) | 0 | I | By KCP Holdings Limited(4) | |||
| Warrant | (4) | 04/11/2025 | J | 1 | (4) | (4) | Common Stock | (4) | $1 | 0 | I | By KCP Holdings Limited(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Roger C. Kennedy is a Director of KCP Holdings Limited ("KCP"). |
| 2. On January 24, 2025, KCP and Triller Group, Inc. (the "Issuer") entered into that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), which contemplated the purchase by KCP of 6,363,636 shares of common stock, par value $0.001 per share ("Common Stock"), of Triller Group Inc. (the "Issuer") and one warrant (the "Warrant") to purchase 6,363,636 shares of Common Stock. The Warrant was exercisable at the option of the holder thereof at any time following six months after issuance, with an exercise price equal to $5.00 per share of Common Stock. The Warrant had an expiration date of five years after its issuance. |
| 3. In addition to being filed by Roger C. Kennedy, a citizen of the United States of America, this Form 4 is being filed jointly by KCP, which has the same business address as Roger C. Kennedy. |
| 4. On April 11, 2025, KCP and Triller Group, Inc. (the "Issuer") entered into that certain Note Purchase Agreement (the "Note Purchase Agreement"), pursuant to which the Issuer will issue to KCP a convertible note with a principal amount outstanding of $10 million that, subject to the occurrence of certain events, will be convertible into shares of Common Stock (the "Note") and one warrant to purchase 10,000,000 shares of Common Stock (the "New Warrant"). The Note is exercisable at 80% of the trailing 5-day VWAP at either maturity of the note, two years from its issuance, or following a Qualified Equity Financing (as defined in the Note Purchase Agreement). The Warrant is exercisable at $1.00 per share at the one year anniversary following a Qualified Equity Financing and will expire five years from issuance. |
| 5. KCP never made payment under the Securities Purchase Agreement, and as a result, the 6,363,636 shares of Common Stock and the Warrant contemplated to be purchased thereunder were never issued or beneficially owned by the reporting persons. Accordingly, this Form 4 is removing such shares of Common Stock and the Warrant from Table 1 and Table 2. |
| 6. Subject to and contingent upon funding of the purchase price under the Note Purchase Agreement and closing of the transaction, KCP and the Issuer will enter into a termination agreement ("Termination Agreement"), pursuant to which KCP and the Issuer will agree to terminate the Securities Purchase Agreement, and to release the parties to the Termination Agreement from any claims related to the Securities Purchase Agreement, effective as of the date of the Termination Agreement. In addition, KCP and the Issuer will agree and acknowledge that KCP did not make any payment to the Issuer for the 6,363,636 shares of Common Stock and the Warrant contemplated to be purchased under the Securities Purchase Agreement and that the Issuer did not issue such shares or the Warrant to KCP. |
| Remarks: |
| This statement of changes in beneficial ownership on Form 4 is being filed by the reporting persons on April 14, 2025, to reflect the termination of the Securities Purchase Agreement pursuant to the Termination Agreement and signing of the Note Purchase Agreement. As a result of, and in accordance with the terms of, the Termination Agreement, as of the date thereof, neither Roger C. Kennedy nor KCP Holdings Limited beneficially owns any of the Issuer's securities, and, as such, this filing constitutes an exit filing for the reporting persons. The Termination Agreement further provides that KCP and the Issuer agree and acknowledge that Roger C. Kennedy never was, and is not currently, a member of the board of directors of the Issuer or any committee thereof. |
| /s/ Roger C. Kennedy | 04/15/2025 | |
| /s/ Roger C. Kennedy, Director of KCP Holdings Limited | 04/15/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||