Roger C. Kennedy - 11 Apr 2025 Form 4 Insider Report for Triller Group Inc. (ILLR)

Footnote F1

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

Footnote F2

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.

Footnote F3

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.

Footnote F4

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.

Footnote F5

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.

Footnote F6

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.