SEC Comment Letter 0000000000-23-008791 to Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624) (ILLR)
Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624)
Date: Aug. 11, 2023 · CIK: 0001769624 · Accession: 0000000000-23-008791
AI Filing Summary & Sentiment
File numbers found in text: 333-271456
Letter
United States securities and exchange commission logo August 11, 2023 Desmond Shu Pei Huang Chief Financial Officer AGBA Group Holding Limited AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR Re:AGBA Group Holding Limited Amendment No. 2 to Registration Statement on Form S-1 Filed August 8, 2023 File No. 333-271456 Dear Desmond Shu Pei Huang: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our July 14, 2023 letter. Amendment No. 2 to Form S-1 filed August 8, 2023 General 1.Your response to prior comment 1 indicates that you have removed the shares to be resold by TAG from your registration statement. We note, however, that footnote 1 to your beneficial ownership table at page 120 states that “TAG may sell up to 2,032,383 of its AGBA Shares” under the registration statement. Please remove this language. Further, while the prospectus cover page no longer references the 10 million shares that TAG planned to resell, it appears that the size of the resale offering decreased by fewer than 10 million shares. Please revise the cover page and elsewhere, as appropriate, to address this apparent inconsistency.
FirstName LastNameDesmond Shu Pei Huang Comapany NameAGBA Group Holding Limited August 11, 2023 Page 2 FirstName LastName Desmond Shu Pei Huang AGBA Group Holding Limited August 11, 2023 Page 2 You may contact John Stickel at 202-551-3324 or Christian Windsor, Legal Branch Chief, at 202-551-3419 if you have any questions. Sincerely, Division of Corporation Finance Office of Finance
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United States securities and exchange commission logo
August 11, 2023
Desmond Shu Pei Huang
Chief Financial Officer
AGBA Group Holding Limited
AGBA Tower
68 Johnston Road
Wan Chai, Hong Kong SAR
Re:AGBA Group Holding Limited
Amendment No. 2 to Registration Statement on Form S-1
Filed August 8, 2023
File No. 333-271456
Dear Desmond Shu Pei Huang:
We have reviewed your amended registration statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our July 14, 2023 letter.
Amendment No. 2 to Form S-1 filed August 8, 2023
General
1.Your response to prior comment 1 indicates that you have removed the shares to be resold
by TAG from your registration statement. We note, however, that footnote 1 to your
beneficial ownership table at page 120 states that “TAG may sell up to 2,032,383 of its
AGBA Shares” under the registration statement. Please remove this language. Further,
while the prospectus cover page no longer references the 10 million shares that TAG
planned to resell, it appears that the size of the resale offering decreased by fewer than 10
million shares. Please revise the cover page and elsewhere, as appropriate, to address this
apparent inconsistency.
FirstName LastNameDesmond Shu Pei Huang
Comapany NameAGBA Group Holding Limited
August 11, 2023 Page 2
FirstName LastName
Desmond Shu Pei Huang
AGBA Group Holding Limited
August 11, 2023
Page 2
You may contact John Stickel at 202-551-3324 or Christian Windsor, Legal Branch
Chief, at 202-551-3419 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Finance