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.
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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. 1)*
|
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) |
02/21/2025 (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
12,727,272.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For rows 8, 10 and 11, represents 6,363,636 shares of Common Stock held by KCP plus the Warrant held by KCP exercisable into 6,363,636 shares of Common Stock. For row 13, calculation based on 175,567,952 shares of Common Stock, which is equal to 162,840,680 shares of Common Stock outstanding as of January 24, 2025 as disclosed by the Issuer in the Securities Purchase Agreement, plus 6,363,636 shares of Common Stock issued by the Issuer to KCP pursuant to the Securities Purchase Agreement and 6,363,636 shares of Common Stock into which the Warrant issued by the Issuer to KCP is exercisable. The Warrant will not become exercisable until six months after its issuance, but the underlying shares it is exercisable into have been included in the calculation of the percentage set forth in row 13, notwithstanding that the Warrant is not exercisable until six months after its issuance.
SCHEDULE 13D
|
| 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 STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,727,272.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.25 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
For rows 7, 9 and 11, represents 6,363,636 shares of Common Stock held by KCP plus the Warrant held by KCP exercisable into 6,363,636 shares of Common Stock. For row 13, calculation based on 175,567,952 shares of Common Stock, which is equal to 162,840,680 shares of Common Stock outstanding as of January 24, 2025 as disclosed by the Issuer in the Securities Purchase Agreement, plus 6,363,636 shares of Common Stock issued by the Issuer to KCP pursuant to the Securities Purchase Agreement and 6,363,636 shares of Common Stock into which the Warrant issued by the Issuer to KCP is exercisable. The Warrant will not become exercisable until six months after its issuance, but the underlying shares it is exercisable into have been included in the calculation of the percentage set forth in row 13, notwithstanding that the Warrant is not exercisable until six months after its issuance.
SCHEDULE 13D
|
| 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 2. | Identity and Background |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and restated to read as follows:The principal business address of each of the Reporting Persons is 71 Fort Street, 3rd Floor, George Town, Grand Cayman, KY1-1111, Cayman Islands. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and restated to read as follows:The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 3. On January 24, 2025, the Issuer entered into the Securities Purchase Agreement with KCP (the "Securities Purchase Agreement"). Pursuant to the Securities Purchase Agreement, on January 24, 2025 (the "Closing Date"), KCP purchased from the Issuer 6,363,636 shares of Common Stock and one warrant to purchase 6,363,636 shares of Common Stock (the "Warrant") for an aggregate purchase price of $14 million. The source of funds for the purchase of the shares of Common Stock and Warrant were derived from the personal funds of Roger C. Kennedy, on behalf of KCP. |
| 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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