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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June
29, 2026
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.) |
| 1301
N Broadway, STE 98065, |
|
|
| Los
Angeles, CA |
|
90012 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (947) 622-9043
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 |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each warrant exercisable for one-quarter of one share of Common Stock for $23.00 per full share |
|
ILLRW |
|
The
Nasdaq Stock Market LLC |
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
7.01. Regulation FD Disclosure.
On
June 29, 2026, the Company issued a written Shareholder Q&A following the Company’s annual general meeting on June 10, 2026
(the “AGM”). A copy of the Shareholder Q&A was furnished as Exhibit 99.1 to the Company’s Form 8-K filed on June
29, 2026.
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 |
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 |
|
|
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.
# # #
Contact:
Bethany Lai, Investor Relations and Communications
IR@agba.com
