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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

Date
June 12, 2024
Author
/s/
Form
CORRESP
Company
Triller Group Inc. (ILLR, ILLRW) (CIK 0001769624)

Letter

Via Edgar Division of Corporation Finance Office of Finance 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

Non-US Stockholders

Exempt under Regulation S

Total US Stockholders

Total US Accredited Investor Stockholders

Per Triller Corp. documentation

Total US Non-Accredited Investor Stockholders

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.

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

Show Raw Text
CORRESP
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filename1.htm

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.

    2

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

3