Triller Group Inc.

12/09/2024 | Press release | Distributed by Public on 12/09/2024 16:10

Initial Statement of Beneficial Ownership (Form 3)

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Diamond Robert E. Jr.
2. Date of Event Requiring Statement (Month/Day/Year)
10/15/2024 		3. Issuer Name and Ticker or Trading Symbol
Triller Group Inc. [ILLR]
(Last) (First) (Middle)
C/O 7119 WEST SUNSET BOULEVARD, SUITE 782 		4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
LOS ANGELES, CA 90046 		6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,241,144(1)(2)(3) I See footnotes(3)(7)
Common Stock(4) 4,841,250(5) D
Common Stock(4) 2,420,625(6) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(Month/Day/Year) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Diamond Robert E. Jr.
C/O 7119 WEST SUNSET BOULEVARD
SUITE 782
LOS ANGELES, CA 90046 		X

Signatures

/s/Robert E. Diamond, Jr. 12/09/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Effective as of October 15, 2024 (the "Effective Time"), a wholly-owned subsidiary of AGBA Group Holding Limited ("AGBA") merged (the "Merger") into Triller Corp. ("Triller") resulting in, among other things, Triller becoming a wholly-owned subsidiary of AGBA. At the Effective Time, AGBA effected a name change to "Triller Group Inc." (hereinafter, the "Issuer").
(2) Represents the number of shares of common stock of the Issuer received by the Reporting Person in the Merger in exchange for the ordinary shares of AGBA held by the Reporting Person prior to the Merger. Each AGBA ordinary share held at the Effective Time was exchanged for 0.25 shares of the Issuer's common stock, which gives effect to the reverse stock split of common stock effected by the Issuer immediately prior to the closing of the Merger.
(3) The 1,214,144 shares of common stock of the Issuer are held by Atlas Merchant Capital LLC, and Mr. Diamond is the Chief Executive Officer and majority owner of Atlas Merchant Capital LLC.
(4) Held as restricted stock units each representing the right to receive one share of common stock of the Issuer.
(5) Represents restricted stock units scheduled to vest upon the Effective Time.
(6) Represents restricted stock units scheduled to vest in monthly installments over 24 months following the Effective Time.
(7) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.