Triller Group Inc. (Form: 8-K, Received: 12/30/2025 10:18:05)

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

December 26, 2025

Date of Report (Date of earliest event reported)

TRILLER GROUP INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38909		33-1473901
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

7119 West Sunset Boulevard, Suite 782 Los Angeles, CA		90046
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 893-5090

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	ILLR	NASDAQ Capital Market
Warrants, each warrant exercisable for one-quarter of one share of Common Stock for $23.00 per full share	ILLRW	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

As previously disclosed, Triller Group Inc. (the “Company”) received a delisting determination letter (the “Determination Letter”) on October 14, 2025, and an additional delisting determination letter (the “Additional Determination Letter”) on November 17, 2025, from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), due to the Company’s non-compliance with Nasdaq’s filing requirement, as set forth in Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”). The Company has not yet filed with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or the Forms 10-Q for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025.

The Company requested a hearing before the Nasdaq Hearings Panel (the “Panel”) on October 21, 2025, and the hearing was held on November 25, 2025. On December 3, 2025, the Company received a decision letter (the “Decision Letter”) from the Panel, indicating that based on the information presented at the hearing, the Panel had determined to grant the Company an exception period to continue its listing on Nasdaq subject to the conditions that: (1) on or before December 24, 2025, the Company shall demonstrate compliance with the Listing Rule; (2) on or before February 27, 2026, the Company shall demonstrate compliance with the $1.00 per share minimum bid price requirement; and (3) on or before March 31, 2026, the Company shall file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The Company requested an extension of the December 24, 2025, term of the Decision Letter; however, on December 26, 2025, the Company received notice from the Panel stating that the Panel had determined to delist the Company’s securities from Nasdaq and that trading in the Company’s securities on Nasdaq would be suspended effective with the open of the market on December 30, 2025.

The Company plans to seek the Panel’s reconsideration of its decision in accordance with the Nasdaq Listing Rules and to otherwise timely appeal the Panel’s decision to the Nasdaq Listing and Hearing Review Council (the “Listing Council”). There can be no assurance that the Company will succeed in its efforts to obtain reconsideration from the Panel or on appeal, or, if successful, that the Company will be able to satisfy any conditions imposed to maintain its Nasdaq listing, or that the Company’s stock will resume trading on Nasdaq.

The Company issued a press release dated December 30, 2025. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.		Description
99.1		Press release dated December 30, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRILLER GROUP INC.

	By:	/s/ Shu Pei Huang, Desmond
		Name:	Shu Pei Huang, Desmond
		Title:	Acting Chief Financial Officer

Dated: December 30, 2025

Exhibit 99.1

ILLR Remains Confident in Nasdaq Appeal and Imminent Filing Compliance

Los Angeles – December 30, 2025 - Triller Group Inc. ( “Triller Group” or “the Company”) today announced that it received a determination letter from a Nasdaq Hearings Panel on December 26, 2025, confirming the suspension of trading on the Nasdaq Stock Market effective at the open of the market on December 30, 2025 and delisting of the Company’s securities. This decision stems from the Company not having been able to file two periodic reports by a deadline of December 24, 2025 set by the Hearings Panel.

The Company’s operations have been progressing in a normal manner, and no deficiencies or irregularities have been identified that materially affect the Company’s financial position or operational integrity. The filing delay is attributable primarily to one remaining technical matter involving the consolidation of accounts for a U.S.-based operation within Triller Group. Management is highly confident that the Company will regain full filing compliance within weeks, positioning the Company for robust revenue growth, product development, and expansion in 2026.

The imposed timeline does not account fully for the substantial remediation efforts that the Company has already achieved in resolving non-recurring integration challenges following the October 2024 business combination with legacy Triller Corp. The Company’s team, in collaboration with its advisors and auditors, has spent more than a year addressing all accounting and audit matters related to legacy Triller Group’s pre-merger operations. Prior to the merger's closing, the Company (then operating as AGBA) was in full compliance with all Nasdaq listing requirements.

The Company is also in the final stages of implementing a comprehensive upgrade to its accounting systems and processes in partnership with a leading accounting and finance consulting firm in Los Angeles.

Triller Group is fully committed to exhausting all available appeal avenues. We intend to pursue an appeal through the Nasdaq process, and to the Securities and Exchange Commission and United States Court of Appeals if necessary. We expect to regain full filing compliance and return to regular trading on a major Exchange soon. The Company has retained Jacob S. Frenkel with Dickinson Wright PLLC as counsel to appeal the decision of the Hearings Panel and pursue all possible legal challenges to the Hearings Panel’s decision and the Nasdaq’s suspension of trading and delisting of our securities. On December 29, 2025, Mr. Frenkel filed an emergency application to the Securities and Exchange Commission (“SEC”) requesting, among other things, that the SEC stay (prevent from going into effect) the trading suspension.

This procedural issue has no bearing on the Company’s ongoing operations, strategic priorities, or underlying financial strength.

The Company looks forward to achieving key growth milestones in 2026 and will provide timely updates to the market regarding progress on its financial filings and the Nasdaq appeal process and challenges to the Nasdaq’s decisions.

# # #

About Triller Group Inc.

Nasdaq: ILLR. Triller Group Inc. is a diversified US-based technology and media company operating two primary verticals:

	●	Triller App – a next-generation, AI-driven social media and live-streaming platform that blends music, fashion, sports, and pop culture.

	●	AGBA Group – a Hong Kong-based fintech and financial services group offering machine-learning-driven consumer finance and healthcare solutions to over 400,000 clients across Asia.

Investor & Media Relations:

Bethany Lai

ir@triller.co

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the Company and other matters. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements including, without limitation, the timing and filing of the delayed Annual Report on Form 10-K and the Company’s ability to regain compliance with applicable Nasdaq rules. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this press release are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. You should carefully consider the risks and uncertainties that affect our business, including those described in the Company’s filings with the SEC, which can be obtained on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this communication. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements, whether as a result of any new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and filings with the SEC.