Triller Group Inc 8-K, filed Aug 22, 2025
Triller Group Inc. (ILLR)
About this 8-K
Triller Group Inc filed this 8-K on August 22, 2025, reporting on events of August 19, 2025.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 9.01: Financial statements and exhibits
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
|
||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number,
including area code: (
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 | ||
| 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, on April 17, 2025, Triller Group Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the period ended December 31, 2024 (the “Form 10-K”). The Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). On May 20, 2025, the Company received the second delinquency notification letter from the Staff of Nasdaq due to the Company’s non-compliance with the Listing Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Q1 Form 10-Q”).
Subsequently, Staff granted the Company an exception until August 8, 2025, to file the delinquent Form 10-K and September 12, 2025 to file the Q1 Form 10-Q.
On August 8, 2025, the Company indicated that it would be unable to file the Form 10-K and Q1 Form 10-Q requested an additional extension to file the Form 10-K, Q1 Form 10-Q, and Form 10-Q for the period ended June 30, 2025 (collectively, the “Delinquent Filings”).
On August 19, 2025, the Company received an extension letter (the “Letter”) from Staff, who has granted a further extension of time to enable the Company to file the Delinquent Filings on or before October 13, 2025.
The Company is working diligently to complete the Delinquent Filings and expects to meet the Nasdaq filing requirements.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 99.1 | Press Release dated August 22, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
1
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: August 22, 2025 | |||
2
Exhibit 99.1
Triller Group Receives Nasdaq Notification of Non-Compliance with Listing Rule 5250(c)(1)
Palm Beach, FL, Aug. 22, 2025 (GLOBE NEWSWIRE) -- Triller Group Inc. (“Triller”, “Triller Group” or “the Company”) today announced that on August 19, 2025, it received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-K for the period ended December 31, 2024, 10-Q for the period ended March 31, 2025, and 10-Q for the period ended June 30, 2025 (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”).
On August 19, 2025, the Company received an extension letter (the “Letter”) from Nasdaq, which has granted a further extension of time to enable the Company to file the Delinquent Filings on or before October 13, 2025.
The Company is working diligently to complete its Delinquent Filings and expects to file its Delinquent Filings as soon as practicable.
About Triller Group Inc.
Triller Group Inc. is a technology powerhouse with a portfolio of high-growth businesses poised to break through in the Creator Economy. Triller App is the most creator focused social platform offering discovery, monetization, and ownership. Supported by Triller Platform, it serves as a cutting-edge social media platform designed for creators, offering innovative tools for content creation, marketing, and brand partnerships. It enables creators to connect with fans, monetize their work, and build meaningful relationships with brands.
Bare Knuckle Fighting Championship (BKFC) stages live and streaming combat sports events that are rapidly gaining popularity with fans globally. With a focus on exciting matchups and high-energy performances, BKFC has established itself as the fastest-growing combat league in the industry. TrillerTV is Triller Group's premier live streaming platform, showcasing a diverse array of in-house and third-party sports and entertainment content. With its robust infrastructure, TrillerTV is committed to delivering high-quality live events that captivate audiences and drive subscriber growth.
Additionally, AGBA serves as a one-stop financial supermarket, providing independent distribution of a wide range of financial products and services. By connecting consumers with essential financial solutions, AGBA enhances Triller Group's ecosystem, making it easier for users to access the tools they need for financial success.
Together, these diverse businesses form a unique and integrated ecosystem that positions Triller Group at the forefront of innovation in social media, live entertainment, combat sports, and financial services. For more information about our businesses, visit www.trillercorp.com and www.agba.com.
Investor & Media Relations:
Bethany Lai
ir@triller.co
Breanne Fritcher
triller@wachsman.com
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.