SEC Comment Letter 0000000000-24-009449 to Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624) (ILLR)
Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624)
Date: Aug. 16, 2024 · CIK: 0001769624 · Accession: 0000000000-24-009449
AI Filing Summary & Sentiment
File numbers found in text: 001-38909
Letter
August 16, 2024 Ng Wing Fai Chief Executive Officer AGBA Group Holding Limited AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR Re:AGBA Group Holding Limited Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A Filed August 1, 2024 File No. 001-38909 Dear Ng Wing Fai: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe the comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Revised Preliminary Proxy Statement on Schedule 14A General 1.We note your response to prior comment 1. Please supplement your Section 4(a)(2) analysis to provide the number and nature of Triller shareholders and further explain their sophisticated and accredited status. In this regard, we note the May 21, 2024 statement by AGBA that the AGBA/Triller merger was approved on April 16, 2024 "by written consent of stockholders holding over 63% of Triller’s voting common stock." We also note Triller appears to have multiple classes of common stock in addition to preferred stock. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Sarmad Makhdoom at 202-551-5776 or Robert Klein at 202-551-3847 if you have questions regarding comments on the financial statements and related matters. Please
August 16, 2024 Page 2 contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Finance cc:Ted Paraskevas
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August 16, 2024
Ng Wing Fai
Chief Executive Officer
AGBA Group Holding Limited
AGBA Tower
68 Johnston Road
Wan Chai, Hong Kong SAR
Re:AGBA Group Holding Limited
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed August 1, 2024
File No. 001-38909
Dear Ng Wing Fai:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe the
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A
General
1.We note your response to prior comment 1. Please supplement your Section 4(a)(2)
analysis to provide the number and nature of Triller shareholders and further explain their
sophisticated and accredited status. In this regard, we note the May 21, 2024 statement by
AGBA that the AGBA/Triller merger was approved on April 16, 2024 "by written consent
of stockholders holding over 63% of Triller’s voting common stock." We also note Triller
appears to have multiple classes of common stock in addition to preferred stock.
We remind you that the company and its management are responsible for the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
Please contact Sarmad Makhdoom at 202-551-5776 or Robert Klein at 202-551-3847 if
you have questions regarding comments on the financial statements and related matters. Please
August 16, 2024
Page 2
contact Robert Arzonetti at 202-551-8819 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Ted Paraskevas