Correspondence 0001213900-23-067772 from Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624) (ILLR)
Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624)
Date: Aug. 15, 2023 · CIK: 0001769624 · Accession: 0001213900-23-067772
AI Filing Summary & Sentiment
File numbers found in text: 333-271456
Referenced dates: August 11, 2023
Letter
United States Securities and Exchange Commission (the “Commission”) Division of Corporation Finance Office of Finance AGBA Group Holding Limited Amendment No. 2 to Registration Statement on Form S-1 Filed on May 26, 2023 File No. 333-271456
Dear Mr. Stickel and Ms. Block:
On behalf of our client, AGBA Group Holding Ltd. (the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) with respect to the above-referenced Amendment No. 2 to Registration Statement on Form S-1 filed on August 8, 2023, (the “Registration Statement”) contained in the Staff’s letter dated August 11, 2023 (the “Comment Letter”).
The Company has publicly filed an amendment No. 3 to registration statement on Form S-1 (the “Amendment”) accompanying this response letter, which reflects the Company’s responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below refer to the page numbers in the Registration Statement. Terms not otherwise defined herein have the meanings given to them in the Amendment.
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.
Response: The Company respectively acknowledges the Staff’s comment and has amended the disclosures on pages 9 and 120. The Company advises and clarifies that, the size of the resale offering decreased by 10 million shares while the shares to be resold by the Selling Shareholder did not decrease by 10 million because in addition to the removal of shares to be resold by TAG, the Company included Maxim in the definition of the “Selling Shareholder” in Amendment No. 2 to Form S-1. As a result, the total number of AGBA shares available for resale by the Selling Shareholders is 5,360,347, which reflects a decrease of 10,000,000 shares designated for sale by TAG and an increase of 441,600 shares available for resale by Maxim upon the exercise of its UPO.
Please do not hesitate to contact Lawrence Venick at (310) 728-5129 or Ted Paraskevas at (917) 974-3190 of Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Lawrence Venick
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Loeb & Loeb LLP
2206-19 Jardine House 1
Connaught Road Central
Hong Kong SAR
Main +852-3923-1111
Fax +852-3923-1100
August 15, 2023
United States Securities and Exchange Commission (the “Commission”)
Division of Corporation Finance
Office of Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: John Stickel and Susan Block
Re:
AGBA Group Holding Limited
Amendment No. 2 to Registration Statement on Form S-1
Filed on May 26, 2023
File No. 333-271456
Dear Mr. Stickel and Ms. Block:
On behalf of our client, AGBA Group Holding Ltd.
(the “Company”), we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”)
with respect to the above-referenced Amendment No. 2 to Registration Statement on Form S-1 filed on August 8, 2023, (the “Registration
Statement”) contained in the Staff’s letter dated August 11, 2023 (the “Comment Letter”).
The Company has publicly filed an amendment No.
3 to registration statement on Form S-1 (the “Amendment”) accompanying this response letter, which reflects the Company’s
responses to the comments received by the Staff and certain updated information. For ease of reference, each comment contained in the
Comment Letter is printed below and is followed by the Company’s response. All page references in the responses set forth below
refer to the page numbers in the Registration Statement. Terms not otherwise defined herein have the meanings given to them in the Amendment.
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.
Response: The Company respectively acknowledges the
Staff’s comment and has amended the disclosures on pages 9 and 120. The Company advises and clarifies that, the size of the resale
offering decreased by 10 million shares while the shares to be resold by the Selling Shareholder did not decrease by 10 million because
in addition to the removal of shares to be resold by TAG, the Company included Maxim in the definition of the “Selling Shareholder”
in Amendment No. 2 to Form S-1. As a result, the total number of AGBA shares available for resale by the Selling Shareholders is 5,360,347,
which reflects a decrease of 10,000,000 shares designated for sale by TAG and an increase of 441,600 shares available for resale by Maxim
upon the exercise of its UPO.
Please do not hesitate to contact Lawrence Venick
at (310) 728-5129 or Ted Paraskevas at (917) 974-3190 of Loeb & Loeb LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Lawrence Venick
Lawrence Venick
cc: Mr. Desmond Shu Pei Huang