8-K - ILLR - Equibles

UNITED

STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

Form 8-K

Current ReportPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

December 17, 2024

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<br><br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br><br>Identification No.)
7119 West Sunset Boulevard, Suite 782<br><br> <br>Los Angeles, CA	90046
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(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
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 3.02. Unregistered Sales of Equity Securities

As previously disclosed in the current report on Form 8-K filed on July 5, 2024, Triller Group Inc. (the “Company”) entered into a Second Amended and Restated Standby Equity Purchase Agreement (the “Second A&R SEPA”), dated June 28, 2024, with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”). Pursuant to the Second A&R SEPA, the Company issued 480,426 shares of common stock of the Company, par value $0.001 per share, (the “Shares”) as the commitment shares to Yorkville on December 17, 2024. The Company issued the foregoing securities in transactions not involving an underwriter and not requiring registration under Section 5 of the Securities Act of 1933, as amended, in reliance on the exemption afforded by Section 4(a)(2) thereof.

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 23, 2024