エドガーで原本を確認する
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
October 14, 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
On October 14, 2025, Triller Group Inc. (the “Company”) received a delisting determination letter (the “Determination Letter”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the periods ended March 31, 2025 and June 30, 2025, respectively (collectively, the “Delinquent Filings”). The Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
As previously disclosed, on August 19, 2025, Staff granted the Company an exception until October 13, 2025 to regain compliance with the Listing Rule (the “Exception”). Upon further review, Staff determined that the Company did not meet the terms of the Exception. Specifically, the Company failed to file the Delinquent Filings during the extended period.
The Company intends to timely request a hearing before the Panel. The hearing request will result in a stay of any suspension or delisting action for a period of 15 days from the date of the request, subject to the Panel’s further review and grant of an extended stay. The Panel will review the request for an extended stay and notify the Company of its conclusion as soon as practicable, but in any event no later than 15 calendar days following the deadline to request the hearing
As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on October 20, 2025, announcing that it had received the Determination Letter. 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 October 20, 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: October 20, 2025 | |||
Exhibit 99.1
Triller Group Receives Nasdaq Delisting Determination Letter for Non-Compliance with Listing Rule 5250(c)(1) and Intends to Request a Hearing before Nasdaq Hearings Panel
Los Angeles, Oct. 20, 2025 (GLOBE NEWSWIRE) -- Triller Group Inc. (“Triller”, “Triller Group” or “the Company”) today announced that on October 14, 2025, it received a delisting determination letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the periods ended March 31, 2025 and June 30, 2025, respectively (collectively, the “Delinquent Filings”).
On August 19, 2025, the Company received an extension letter from Nasdaq, which granted a further extension of time for Company to file the Delinquent Filings on or before October 13, 2025. The Company failed to file the Delinquent Filings during the extended period.
The Company intends to request a hearing before the Panel; the hearing request will result in a stay of any suspension or delisting action for a period of 15 days from the date of the request, subject to the Panel’s further review and grant of an extended stay. The Panel will notify the Company of its conclusion as soon as practicable, but in any event no later than 15 calendar days following the deadline to request the hearing.
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. |
For more details, visit: https://trillercorp.com/ir
Investor & Media Relations:
Bethany Lai
ir@triller.co
Details:
Company: www.trillercorp.com
Linkedin: www.linkedin.com/company/triller
X: @Triller_IR
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.