Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Triller Group Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
895970101 (CUSIP Number) |
KCP Holdings Limited 71 Fort Street, 3rd Floor, George Town Grand Cayman, E9, KY1-1111 345-769-1629 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 895970101 |
| 1 |
Name of reporting person
KCP Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 895970101 |
| 1 |
Name of reporting person
Roger C. Kennedy | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATE
S
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.00 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Triller Group Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
7119 West Sunset Boulevard, Suite 782, Los Angeles,
CALIFORNIA
, 90046. | |
Item 1 Comment:
This Amendment No.2 ("Amendment No. 2") amends and supplements the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on January 30, 2025 (the "Original Schedule 13D"), as amended by Amendment No. 1 filed on February 20, 2025 (as amended, the "Schedule 13D"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment No. 2. Each capitalized term used but not defined in this Amendment No. 2 shall have the meaning assigned to such term in the Schedule 13D.This Amendment No. 2 constitutes an exit filing for each of the Reporting Persons. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended to add the following information:On April 11, 2025, the Issuer entered into the Senior Subordinated Secured Convertible Note and Warrant Purchase Agreement with KCP (the "Note Purchase Agreement"). Pursuant to the Note Purchase Agreement, subject to and contingent upon funding of the purchase price thereunder and closing of the transaction, the Issuer will issue to KCP a convertible note with a principal amount outstanding of $10 million that, subject to the occurrence of certain events, will be convertible into shares of Common Stock (the "Note") and one warrant to purchase 10,000,000 shares of Common Stock (the "New Warrant"). The source of funds for the purchase of the Note and New Warrant will be derived from KCP's investment capital. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended to add the following information:The Reporting Persons will acquire the Note and New Warrant for investment purposes, and not with the purpose or effect of changing or influencing the control of the issuer, or in connection with or as a participant in any transaction having such purpose or effect.The filing of this Amendment No. 2 constitutes an exit filing for the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:The information set forth in the cover pages and Items 2,4 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 5(a). As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 0 shares of Common Stock of the Issuer, representing 0.0% of the outstanding shares of Common Stock. The Reporting Persons do not beneficially own any shares of Common Stock of the Issuer except as described herein. Neither the Note nor the New Warrant provides the Reporting Persons with the right to acquire Common Stock of the Issuer within sixty (60) days of the date hereof. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:The information set forth in the cover pages and Item 5(a) of this Schedule 13D is hereby incorporated by reference into this Item 5(b). As of the date hereof, each of the Reporting Persons may be deemed to have the sole or shared power to vote or direct the disposition of 0 shares of Common Stock of the Issuer, representing 0.0% of the outstanding shares of Common Stock | |
| (c) | Other than the transactions contemplated under the Securities Purchase Agreement, the Warrant and the Termination Agreement, the Reporting Persons have not engaged in any transaction in any shares of Common Stock of the Issuer during the past 60 days. | |
| (e) | The Reporting Persons are not, and were never, the beneficial owner of more than five percent of the Common Stock as of April 14, 2025, provided that the Note and New Warrant may aggregate above five percent when they become convertible or exercisable in accordance with their terms. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended to add the following information:Termination AgreementSubject to and contingent upon funding of the purchase price under the Note Purchase Agreement and closing of the transaction, KCP and the Issuer will enter into that certain Termination Agreement (the "Termination Agreement"), pursuant to which KCP and the Issuer will agree to terminate the Securities Purchase Agreement. In addition, KCP and the Issuer will agree and acknowledge that KCP did not make any payment to the Issuer for the 6,363,636 shares of Common Stock and one warrant to purchase 6,363,636 shares of Common Stock contemplated to be purchased under the Securities Purchase Agreement and that the Issuer did not issue such shares or such warrant to KCP. KCP and the Issuer further agreed and acknowledged that Roger C. Kennedy never was, and is not currently, a member of the board of directors of the Issuer or any committee thereof.As a result of the Termination Agreement, the registration rights of KCP granted under the Registration Rights Agreement and the Warrant will each automatically terminate.Note Purchase AgreementOn April 11, 2025, the Issuer entered into the Note Purchase Agreement, relating to the issuance and sale to KCP of the Note and New Warrant for an aggregate purchase price of $10 million. Issuance of the Note and New Warrant is subject to and contingent upon funding of the purchase price thereunder and closing of the transaction.New WarrantSubject to and contingent upon funding of the purchase price under the Note Purchase Agreement and closing of the transaction, the Issuer will enter into the New Warrant with KCP. Under the New Warrant, the Issuer will issue KCP a warrant exercisable into 10 million shares of Common Stock. The New Warrant is exercisable one year after a Qualified Equity Financing (as defined in the Note Purchase Agreement) at an exercise price of $1.00 per share.NoteSubject to and contingent upon funding of the purchase price under the Note Purchase Agreement and closing of the transaction, the Issuer will issue to KCP a convertible note with a principal amount outstanding of $10 million that will be convertible into shares of Common Stock at either maturity of the note or following a Qualified Equity Financing (as defined in the Note).New Registration Rights AgreementSubject to and contingent upon funding of the purchase price under the Note Purchase Agreement and closing of the transaction, the Issuer will enter into a Registration Rights Agreement (the "New Registration Rights Agreement") with KCP pursuant to which KCP and its affiliates will have certain customary registration rights with respect to shares of Common Stock upon conversion of the Note and/or exercise of the New Warrant by KCP and its affiliates and permitted transferees, including any Common Stock issued upon any future exercise of the New Warrant and the Note.Pledge AgreementSubject to and contingent upon funding of the purchase price under the Note Purchase Agreement and closing of the transaction, the Issuer will enter into a Pledge Agreement (the "Pledge Agreement") with KCP pursuant to which Triller Holdco LLC, a subsidiary of the Issuer, will grant KCP a security interest in 833,3333 shares of common stock it holds in Bare Knuckle Fighting Championships, Inc. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended to add the following information:Exhibit 99.5: Note Purchase AgreementExhibit 99.6: Form of Termination AgreementExhibit 99.7: Form of New WarrantExhibit 99.8: Form of NoteExhibit 99.9: Form of New Registration Rights AgreementExhibit 99.10: Form of Pledge Agreement | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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