Correspondence 0001213900-24-101664 from Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624) (ILLR)
Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624)
Date: Nov. 22, 2024 · CIK: 0001769624 · Accession: 0001213900-24-101664
AI Filing Summary & Sentiment
File numbers found in text: 001-38909
Referenced dates: October 25, 2024, September 3, 2024
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CORRESP
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TRILLER
GROUP INC.
7119
West Sunset Boulevard, Suite 782
Los
Angeles, CA 94006
Via
Edgar
November
22, 2024
Division
of Corporation Finance
Office
of Finance
U.S.
Securities & Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
Re: Triller
Group Inc., f/k/a AGBA Group Holding Limited (the “Company”)
Preliminary
Merger Proxy on Schedule 14A
Filed
June 12, 2024
File
No. 001-38909
Dear
SEC Officers:
We
hereby provide our response to the comments issued in a letter dated October 25, 2024 (the “Staff’s Letter”) regarding
the Company’s Preliminary Merger Proxy on Schedule 14A.
In
order to facilitate the review by the Commission’s staff (the “Staff”), we have responded to the comments set forth
in the Staff’s Letter on a point-by-point basis. The numbered paragraph set forth below responds to the Staff’s comments
and correspond to the numbered paragraph in the Staff’s Letter.
General
1. We
note that your letter dated September 3, 2024 did not address our prior comment 1. As foreign
private issuer status is not necessarily relevant to the availability of an exemption, please
provide the requested Section 4(a)(2) analysis. In this regard, we note it appears the merger
requires you to issue securities to United States residents. As part of your analysis, please
provide the number and nature of Triller shareholders and further explain their sophisticated
and accredited status. We also note the multiple classes of common and preferred stock and
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." Please clarify in your Section 4(a)(2) analysis the timeline of the corporate
actions required for the merger.
Response:
Exempt
Transaction
The
Company qualified as a foreign private issuer, and it converted into a foreign private issuer on September 3, 2024. The Company solicited
the approval of its shareholders using a proxy statement filed on a Form 6-K.
The
Company also concluded that the merger transaction qualifies as an exempt non-public offering under Rule 506 of SEC Regulation D or,
alternatively, under Section 4(2) of the Securities Act of 1933.
Prior
to the closing of the merger transaction, the equity shares of Triller Corp. were comprised of Series A Common Stock, Series B Common
Stock and Series A-1 Preferred Stock (the holders of such stock are referred to collectively as the “Stockholders”).
Triller
Corp.’s documentation shows that the Stockholders were comprised of the following:
Type
Number
Comments
Total
Stockholders
405
Non-US
Stockholders
123
Exempt
under Regulation S
Total
US Stockholders
282
Total
US Accredited Investor Stockholders
258
Per
Triller Corp. documentation
Total
US Non-Accredited Investor Stockholders
24
Under
the 35 non-accredited investor Regulation D limitation
The
Company delivered a Private Placement Memorandum (the “PPM”) and supplement thereto (the “Supplement”) to the
Stockholders prior to the approval by the Stockholders of the merger transaction as set forth in the final amended merger agreement.
Attached
to the PPM were (a) the final September 3, 2024 Company proxy statement and (b) recent publicly filed SEC reports of the Company. The
proxy statement and attachments thereto contained detailed information about both parties to the merger, including information as to
their respective businesses, risk factors, and financial information including audited annual financial statements and interim financial
statements, as well as pro forma combined financial information.
The
offering was directed solely to the stockholders of Triller in existence prior to the closing of the merger transaction, and not to any
other persons. No general solicitation or advertising has taken place at any time.
Furthermore,
all shares Company common stock that was issued to the Stockholders were, at the time of issuance, subject to restrictions on transfer;
such shares were to be held for investment purposes only and not for the purposes of resale.
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The
Company filed a Form D with the SEC on October 30, 2024, and an amended Form D on November 22, 2024.
Classes
of Stock
As
to the Staff’s comment regarding the multiple classes of stock, the Company respectfully informs the Staff that Triller Corp. completed
an internal reorganization that was contemplated in the original merger agreement dated April 16, 2024.
As
a result of this reorganization, Triller Corp converted from a limited liability company to a subchapter C corporation. In addition,
its equity capitalization was streamlined to comprise Series A Common Stock, Series B Common Stock and Series A-1 Preferred Stock (collectively,
“Stock”). Each share of Stock received identical consideration upon the closing of the merger transaction.
Triller
Stockholder Approval of the Merger on April 16, 2024
As
to the Staff’s comment regarding the April 16, 2024 Triller stockholder approval of the merger, the Company respectfully informs
the Staff that the April 16, 2024 merger agreement was amended on August 30, 2024 and again on October 10, 2024, each time in a significantly
substantive manner; therefore the definitive merger agreement required the approval of the Stockholders under applicable Delaware corporate
law. The PPM and Supplement were provided to the Stockholders prior to October 10, 2024, which is the date that the holders of Triller
Corp.’s Series B Common Stock, who together held 66.9% of the aggregate voting power of Triller Corp., approved the merger transaction
and the definitive merger agreement by written consent.
Please
direct any questions or comments regarding this correspondence to our outside counsel, Ted Paraskevas of Loeb & Loeb LLP, at tparaskevas@loeb.com
or +1 (917) 974-3190 if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/
Ng Wing Fai
Triller
Group Inc.
Group
Chief Executive Officer
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