Form 4: Triller Group Inc.: Insider Filing Shows Termination of Securities Purchase Agreement and Entry into Note Purchase Agreement

Roger C. Kennedy and KCP Holdings Limited file Form 4 to reflect the termination of a Securities Purchase Agreement and the entry into a Note Purchase Agreement with Triller Group Inc., resulting in an exit filing for the reporting persons.

Summary

• Roger C. Kennedy and KCP Holdings Limited filed a Form 4 on April 14, 2025, to report changes in beneficial ownership of Triller Group Inc. securities.
• The filing reflects the termination of a Securities Purchase Agreement between KCP and Triller, where KCP was to purchase 6,363,636 shares of common stock and a warrant.
• KCP never made payment under the Securities Purchase Agreement, so the shares and warrant were never issued.
• The filing also reports the entry into a Note Purchase Agreement, where Triller will issue KCP a convertible note with a principal amount of $10 million and a warrant to purchase 10,000,000 shares of common stock.
• The convertible note is exercisable at 80% of the trailing 5-day VWAP at either maturity of the note, two years from its issuance, or following a Qualified Equity Financing.
• The warrant is exercisable at $1.00 per share at the one year anniversary following a Qualified Equity Financing and will expire five years from issuance.
• As a result of the termination agreement, neither Roger C. Kennedy nor KCP Holdings Limited beneficially owns any of Triller's securities, making this an exit filing.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the document primarily reports a change in agreements. The termination of one agreement is offset by the entry into another. The exit filing of Kennedy and KCP is a slight negative.

Positives

• Triller Group Inc. has secured a $10 million convertible note through the Note Purchase Agreement with KCP Holdings Limited.
• The new warrant provides the potential for future equity financing for Triller Group Inc.

Negatives

• The termination of the Securities Purchase Agreement suggests potential issues with the initial agreement or KCP's ability to fulfill its obligations.
• The exit filing indicates that Roger C. Kennedy and KCP Holdings Limited no longer have a stake in Triller Group Inc.

Risks

• The convertible note's conversion price is dependent on the trailing 5-day VWAP, which could result in significant dilution for existing shareholders.
• The exercise of the warrant is contingent upon a Qualified Equity Financing, which may not occur.
• The success of the Note Purchase Agreement is contingent upon funding of the purchase price.

Future Outlook

The document outlines Triller Group Inc.'s future financing through a convertible note and warrants, contingent on certain events such as funding and Qualified Equity Financing.

Management Comments

• This statement of changes in beneficial ownership on Form 4 is being filed by the reporting persons on April 14, 2025, to reflect the termination of the Securities Purchase Agreement pursuant to the Termination Agreement and signing of the Note Purchase Agreement.
• As a result of, and in accordance with the terms of, the Termination Agreement, as of the date thereof, neither Roger C. Kennedy nor KCP Holdings Limited beneficially owns any of the Issuer's securities, and, as such, this filing constitutes an exit filing for the reporting persons.
• The Termination Agreement further provides that KCP and the Issuer agree and acknowledge that Roger C. Kennedy never was, and is not currently, a member of the board of directors of the Issuer or any committee thereof.

Industry Context

The filing reflects Triller Group Inc.'s ongoing efforts to secure financing, which is common in the tech and media industry, especially for companies seeking growth and expansion.

Comparison to Industry Standards

• Convertible notes are a common financing tool for companies like Triller, similar to those used by companies such as Snap and Spotify in their early stages.
• The terms of the convertible note, such as the discount to VWAP and warrant coverage, are within the typical range for similar deals in the tech industry.
• The reliance on future equity financing is a common strategy, similar to companies like WeWork that relied on SoftBank's investments.

Related Party Transactions

• The Note Purchase Agreement and the terminated Securities Purchase Agreement are transactions between Triller Group Inc. and KCP Holdings Limited, where Roger C. Kennedy is a director.

Stakeholder Impact

• Shareholders may experience dilution if the convertible note is converted into common stock.
• The new financing could provide Triller Group Inc. with additional capital for growth and operations.
• The exit filing of Roger C. Kennedy and KCP Holdings Limited may impact investor confidence.

Next Steps

• Funding of the purchase price under the Note Purchase Agreement needs to occur.
• KCP and the Issuer will enter into a termination agreement.
• The convertible note may be converted into shares of Common Stock upon the occurrence of certain events.
• The warrant may be exercised at $1.00 per share at the one year anniversary following a Qualified Equity Financing.

Key Dates

Keywords

Triller Group Inc., KCP Holdings Limited, Securities Purchase Agreement, Note Purchase Agreement, Convertible Note, Warrant, Beneficial Ownership, Form 4, Termination Agreement, Qualified Equity Financing