ILLRW · Triller Group Inc. · Insider Trading

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

1,062,500 shares of common stock were vested to the reporting person pursuant to certain restricted stock incentive plan agreement entered by the reporting person and the Company dated December 2, 2024.

This Form 4/A is being filed solely to correct a typographical error in the "Securities Acquired (A) or Disposed Of (D)" column in Table I of the originally filed Form 4 dated 07/09/2025. The transaction was previously marked as a disposition ("D") in error and is hereby corrected to reflect an acquisition ("A"). No other changes have been made.

1,062,500 shares of common stock were vested to the reporting person pursuant to certain restricted stock incentive plan agreement entered by the reporting person and the Company dated December 2, 2024.

On January 24, 2025, KCP and Triller Group, Inc. (the "Issuer") entered into that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), which contemplated the purchase by KCP of 6,363,636 shares of common stock, par value $0.001 per share ("Common Stock"), of Triller Group Inc. (the "Issuer") and one warrant (the "Warrant") to purchase 6,363,636 shares of Common Stock. The Warrant was exercisable at the option of the holder thereof at any time following six months after issuance, with an exercise price equal to $5.00 per share of Common Stock. The Warrant had an expiration date of five years after its issuance.

KCP never made payment under the Securities Purchase Agreement, and as a result, the 6,363,636 shares of Common Stock and the Warrant contemplated to be purchased thereunder were never issued or beneficially owned by the reporting persons. Accordingly, this Form 4 is removing such shares of Common Stock and the Warrant from Table 1 and Table 2.

Subject 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 a termination agreement ("Termination Agreement"), pursuant to which KCP and the Issuer will agree to terminate the Securities Purchase Agreement, and to release the parties to the Termination Agreement from any claims related to the Securities Purchase Agreement, effective as of the date of the Termination 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 the Warrant contemplated to be purchased under the Securities Purchase Agreement and that the Issuer did not issue such shares or the Warrant to KCP.

In addition to being filed by Roger C. Kennedy, a citizen of the United States of America, this Form 4 is being filed jointly by KCP, which has the same business address as Roger C. Kennedy.

KCP never made payment under the Securities Purchase Agreement, and as a result, the 6,363,636 shares of Common Stock and the Warrant contemplated to be purchased thereunder were never issued or beneficially owned by the reporting persons. Accordingly, this Form 4 is removing such shares of Common Stock and the Warrant from Table 1 and Table 2.

Subject 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 a termination agreement ("Termination Agreement"), pursuant to which KCP and the Issuer will agree to terminate the Securities Purchase Agreement, and to release the parties to the Termination Agreement from any claims related to the Securities Purchase Agreement, effective as of the date of the Termination 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 the Warrant contemplated to be purchased under the Securities Purchase Agreement and that the Issuer did not issue such shares or the Warrant to KCP.

Roger C. Kennedy is a Director of KCP Holdings Limited ("KCP").

On January 24, 2025, KCP and Triller Group, Inc. (the "Issuer") entered into that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), which contemplated the purchase by KCP of 6,363,636 shares of common stock, par value $0.001 per share ("Common Stock"), of Triller Group Inc. (the "Issuer") and one warrant (the "Warrant") to purchase 6,363,636 shares of Common Stock. The Warrant was exercisable at the option of the holder thereof at any time following six months after issuance, with an exercise price equal to $5.00 per share of Common Stock. The Warrant had an expiration date of five years after its issuance.

In addition to being filed by Roger C. Kennedy, a citizen of the United States of America, this Form 4 is being filed jointly by KCP, which has the same business address as Roger C. Kennedy.

On April 11, 2025, KCP and Triller Group, Inc. (the "Issuer") entered into that certain Note Purchase Agreement (the "Note Purchase Agreement"), pursuant to which 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 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 (as defined in the Note Purchase Agreement). 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.

On April 11, 2025, KCP and Triller Group, Inc. (the "Issuer") entered into that certain Note Purchase Agreement (the "Note Purchase Agreement"), pursuant to which 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 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 (as defined in the Note Purchase Agreement). 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.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.02 to $1.07, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.01 to $1.04, inclusive. The Reporting Person undertakes to provide to Triller Group Inc., any security holder of Triller Group Inc, of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the ranges set forth in footnotes (5) and (6) to this Form 4.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.02 to $1.04, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.05 to $1.07, inclusive. The Reporting Person undertakes to provide to Triller Group Inc., any security holder of Triller Group Inc, of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the ranges set forth in footnotes (5) and (6) to this Form 4.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.90 to $1.93, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.90 to $2.00, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.90 to $1.93, inclusive. The Reporting Person undertakes to provide to Triller Group Inc., any security holder of Triller Group Inc, of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the ranges set forth in footnotes (5), (6) and (7) to this Form 4.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.90 to $1.97, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.90 to $1.91, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.96 to $2.00, inclusive. The Reporting Person undertakes to provide to Triller Group Inc., any security holder of Triller Group Inc, of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the ranges set forth in footnotes (5), (6) and (7) to this Form 4.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.85 to $1.87, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.91 to $2.01, inclusive. The Reporting Person undertakes to provide to Triller Group Inc., any security holder of Triller Group Inc, of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the ranges set forth in footnotes (5) and (6) to this Form 4.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.30 to $2.62, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.45 to $2.47, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.50 to $2.65, inclusive. The Reporting Person undertakes to provide to Triller Group Inc., any security holder of Triller Group Inc, of the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separated price within the ranges set forth in footnotes (5), (6) and (7) to this Form 4.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.55 to $3.06, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.50 to $2.68, inclusive.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.50 to $2.64, inclusive. The reporting person undertakes to provide to Triller Group Inc., any security holder of Triller Group Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (5), (6) and (7) to this Form 4.

Shares of Common Stock held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.

Does not include shares or other securities that the Reporting Person believes are owed to him or Atlas Merchant Capital LLC by the Issuer as of the filing date.

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

Grant of stock under the Triller Group Inc. 2024 Equity Incentive Plan.

The subscription price is for the shares and warrants. The reporting person executed the purchase agreement with the company on November 7, 2023.

The subscription price is for the shares and warrants. The reporting person executed the purchase agreement with the company on November 7, 2023.

The subscription price is for the shares and warrants. The reporting person executed the purchase agreement with the company on November 7, 2023.

The subscription price is for the shares and warrants. The reporting person executed the purchase agreement with the company on November 7, 2023.

The subscription price is for the shares and warrants. The reporting person executed the purchase agreement with the company on November 7, 2023.

The subscription price is for the shares and warrants. The reporting person executed the purchase agreement with the company on November 7, 2023.

The subscription price is for the shares and warrants. The reporting person executed the purchase agreement with the company on November 7, 2023.

The subscription price is for the shares and warrants. The reporting person executed the purchase agreement with the company on November 7, 2023.

Acquired pursuant to annual grant of shares to officers for services performed as an officer.

Acquired pursuant to annual grant of shares to officers for services performed as an officer.

Acquired pursuant to annual grant of shares to officers for services performed as an officer.

Acquired pursuant to annual grant of shares to officers for services performed as an officer.