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SCHEDULE 13D/A 0002053925 XXXXXXXX LIVE 2 Common Stock, par value $0.001 per share 04/11/2025 false 0001769624 895970101 Triller Group Inc. 7119 West Sunset Boulevard Suite 782 Los Angeles CA 90046 KCP Holdings Limited 345-769-1629 71 Fort Street, 3rd Floor George Town Grand Cayman E9 KY1-1111 0002053925 N KCP Holdings Limited OO N E9 0.00 0.00 0.00 0.00 0.00 N 0.00 OO 0002053924 N Roger C. Kennedy AF N X1 0.00 0.00 0.00 0.00 0.00 N 0.00 OO Common Stock, par value $0.001 per share Triller Group Inc. 7119 West Sunset Boulevard Suite 782 Los Angeles CA 90046 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reported in the Schedule 13D remains in effect except to the extent that it is amended, supplemented, restated or superseded by information contained in this Amendment No. 2.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 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 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(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. 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 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. 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 of the Schedule 13D is hereby amended to add the following information: Termination Agreement 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 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 Agreement On 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 Warrant Subject 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. Note Subject 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 Agreement Subject 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 Agreement Subject 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 of the Schedule 13D is hereby amended to add the following information: Exhibit 99.5: Note Purchase Agreement Exhibit 99.6: Form of Termination Agreement Exhibit 99.7: Form of New Warrant Exhibit 99.8: Form of Note Exhibit 99.9: Form of New Registration Rights Agreement Exhibit 99.10: Form of Pledge Agreement KCP Holdings Limited /s/ Roger C. Kennedy Roger C. Kennedy, Director 04/15/2025 Roger C. Kennedy /s/ Roger C. Kennedy Roger C. Kennedy 04/15/2025