Triller Group Inc 8-K/A, filed Jul 1, 2026
Triller Group Inc. (ILLR)
About this 8-K/A
Triller Group Inc filed this 8-K/A on July 1, 2026, reporting on events of June 29, 2026.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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Item 7.01. Regulation FD Disclosure.
The Company would like to clarify its response to Question 6 contained in the Shareholder Q&A. Although the Company’s shareholders
approved at the AGM a generic resolution authorizing the issuance of shares of common stock (or securities convertible into or exercisable
for common stock) in one or more private placements in excess of 20% of the Company’s outstanding common stock, the Company was
notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq will not accept the generic
omnibus resolution as sufficient to satisfy Nasdaq’s applicable shareholder approval requirements.
The Company would like to make clear that, since the omnibus resolution was approved at the AGM on June 10, 2026, the Company has not
completed any financings or issued any securities pursuant to the omnibus resolution. If and when the Company elects to issue additional
securities, the Company must, and intends to, comply with all applicable Nasdaq listing rules and policies, and specifically with respect
Nasdaq’s shareholder approval requirements as may be applicable to any individual financing and/or aggregate financings that may
result in the issuance of shares of common stock (or securities convertible into or exercisable for common stock).
The information in
this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section,
nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set
forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release dated July 1, 2026 |
1
SIGNATURES
Pursuant to the requirements of the Securities 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: July 1, 2026 | ||
2
Exhibit 99.1
Triller Group Inc. Issues Clarification Regarding Omnibus Authorization for Financings
Los Angeles, CA, July 01, 2026 (GLOBE NEWSWIRE) -- Triller Group Inc. (Nasdaq: ILLR) (“Triller” or the “Company”) today provided an update regarding the capital raising flexibility approved by shareholders at the Company’s Annual Meeting held on June 10, 2026.
At the Annual Meeting, shareholders approved a proposal authorizing the Company to issue shares of common stock (or securities convertible into or exercisable for common stock) totaling 20% or more of its outstanding common stock at a discount to market price in one or more private placements. Nasdaq has advised the Company that it will not recognize this omnibus authorization as sufficient for compliance with Nasdaq’s shareholder approval rules.
The Company has not entered into any definitive financing agreement and has not issued any securities under the omnibus authorization since the Annual Meeting. The Company intends to comply with all applicable Nasdaq rules in connection with any future securities issuances.
“This clarification addresses a procedural matter with Nasdaq regarding shareholder approval mechanics,” said Desmond Shu, Acting Chief Financial Officer. “No financing has been undertaken, and the Company remains fully focused on disciplined execution and value creation. We have worked tirelessly and diligently to regain full compliance with Nasdaq listing rules, and we remain committed to pursuing and maintaining full regulatory compliance and related best practices. Additionally, we will continue to evaluate capital opportunities responsibly and in compliance with applicable rules.”
Triller remains focused on advancing its monetization strategy across its social media, sports, and financial services platforms. Management is confident in the Company’s direction and is committed to building long-term shareholder value.
A copy of this clarification – press release has been furnished as an exhibit to a Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission.
About Triller Group Inc.
Triller Group Inc. (Nasdaq: ILLR; ILLRW) is a technology and media company operating Triller App, a social media and live-streaming platform focused on music, sports, fashion and culture, together with AGBA Group, a Hong Kong-based financial-services and platform business with longstanding operations in wealth distribution, healthcare and related services across Asia.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding resumption of trading on Nasdaq, the Company's ability to maintain timely SEC periodic reporting and Nasdaq compliance, the effectiveness of its remediation measures, the anticipated benefits of resumed Nasdaq trading, and the timing of future corporate updates. These statements are based on Triller’s current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially, including risks relating to the effects of the period of trading suspension and resumption of trading on Nasdaq, market conditions, the Company’s ability to execute its monetization and operating plans, the availability of financing, the identification, negotiation or completion of any acquisitions or other strategic transactions, compliance with listing standards and reporting requirements, legal or regulatory proceedings, and the other risks described in Triller’s SEC filings. The words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,” “forecast” and similar expressions are intended to identify forward-looking statements.
The forward-looking statements contained in this press release speak only as of the date of its issuance. Except where required by applicable law, the Company expressly disclaims a duty to provide updates to forward-looking statements after the date of this press release to reflect subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this press release are intended to be subject to the safe harbor protection provided by the federal securities laws.
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Contact:
Bethany Lai, Investor Relations and Communications
IR@agba.com