Triller Group (NASDAQ: ILLR) wins approval for reverse split, new equity plan and $300M PIPE

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Triller Group Inc. reported that shareholders approved all proposals at the 2025 annual meeting. Four director nominees were elected, and Enrome LLP was ratified as independent auditor for the year ended December 31, 2025.

Shareholders authorized a reverse stock split of the common stock at a ratio of up to 1-for-10, to be implemented within one year at the Board’s discretion. They also approved changing the company’s name from Triller Group Inc. to Eight Holdings Inc., and adopted the 2026 Equity Incentive Plan, reserving 39,600,000 shares of common stock for issuance. In addition, shareholders approved, under Nasdaq Listing Rule 5635(d), potential private placements including a PIPE financing of up to $300 million, covering 200 million to 300 million shares at prices between US$1.00 and US$1.50 per share.

Positive

None.

Negative

Significant potential dilution and recapitalization: Shareholders approved a reverse stock split of up to 1-for-10, a 39,600,000-share equity incentive plan, and private placements including a PIPE of up to $300 million for 200–300 million new shares at $1.00–$1.50, all of which could materially dilute existing holders if fully utilized.

Insights

Shareholders cleared reverse split, large equity plan and sizable PIPE capacity.

Triller Group Inc. obtained broad flexibility to restructure its equity. Approval for a reverse stock split of up to 1-for-10 gives the Board tools to address share price levels and listing considerations without needing another shareholder vote.

The 2026 Equity Incentive Plan reserves 39,600,000 shares, and shareholders authorized potential private placements, including a PIPE of up to $300 million for 200–300 million shares at $1.00–$1.50. These approvals permit significant new share issuance relative to current outstanding stock, so the eventual impact on existing holders will depend on how much of this capacity the company uses and at what terms.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common stock outstanding record date: 198,854,372 shares Series A-1 Preferred outstanding: 11,801,804 shares Shares represented at meeting: 114,094,392 shares +5 more

8 metrics

Common stock outstanding record date 198,854,372 shares Common Stock issued and entitled to vote as of May 13, 2025

Series A-1 Preferred outstanding 11,801,804 shares Series A-1 Preferred Stock entitled to vote as of May 13, 2025

Shares represented at meeting 114,094,392 shares Approximately 54.16% of total outstanding Common and Series A-1 Preferred

Equity incentive plan reserve 39,600,000 shares Shares of common stock reserved under the 2026 Equity Incentive Plan

Potential PIPE size $300 million Maximum size of potential PIPE financing approved under private placement authority

PIPE share range 200–300 million shares Shares of common stock contemplated in potential PIPE

PIPE price range $1.00–$1.50 per share Approved price range for common stock in potential PIPE offering

Reverse split ratio cap Up to 1-for-10 Authorized maximum reverse stock split ratio for common stock

Key Terms

reverse stock split, Equity Incentive Plan, Nasdaq Listing Rule 5635(d), private investment in public equity, +2 more

6 terms

reverse stock split financial

"to effect a reverse stock split of our common stock, par value $0.001 per share"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

Equity Incentive Plan financial

"Approval of the Triller Group Inc. 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Nasdaq Listing Rule 5635(d) regulatory

"Approval of, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

private investment in public equity financial

"including a potential private investment in public equity (“PIPE”) financing of up to $300 million"

Private investment in public equity occurs when investors buy shares directly from a company that is publicly traded, often at an early stage or at a discount, instead of purchasing them on the open market. This allows investors to acquire a stake more quickly and with potentially better terms, which can influence the company's future growth and stability—making it an important option for those seeking to support or benefit from a company's development.

PIPE financing financial

"including a potential private investment in public equity (“PIPE”) financing of up to $300 million"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

Broker Non-Vote regulatory

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Understanding 8-K Material Events →

06/11/2026 - 11:30 AM

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

June 10, 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	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 5.07. Submission of Matters to a Vote of Security Holders.

On June 10, 2026, Triller Group Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) at 20F Foyer, 625 King’s Road, North Point, Hong Kong. As of May 13, 2025, the record date set by the Company’s Board of Directors, there were 198,854,372 shares of Common Stock, par value $0.001 per share (the “Common Stock”) and 11,801,804 shares of Series A-1 Preferred Stock issued and entitled to be voted at the Special Meeting, of which 114,094,392 or approximately 54.16% of the total outstanding shares of Common Stock and Series A-1 Preferred Stock, were represented in person or by proxy; therefore, a quorum was present. The following proposals were presented at the Annual Meeting:

1. Election of Directors

All of the following four nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve until the next Annual Meeting and until their successors have been duly elected and have qualified.

Nominee	For	Against	Broker Non-Vote
Ng Wing Fai	111,355,798	2,738,594	0
Brian Chan	111,621,665	2,472,727	0
Thomas Ng	111,583,754	2,510,638	0
Felix Yun Pun Wong	111,619,688	2,474,704	0

2. Ratification of the Company’s Independent Auditors

Shareholders ratified the appointment of Enrome LLP as the independent auditors of the Company for the fiscal year ended December 31, 2025, in accordance with the voting results listed below.

For		Against		Abstain		Broker Non-Vote
112,764,808		195,155		1,134,429		0

3. Approval of an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of our common stock, par value $0.001 per share (the “Common Stock”) by a ratio of no more than 1-for-10 at any time within one year after the 2025 Annual Meeting, with the exact ratio to be determined within this range as determined by the Board in its sole discretion.

Shareholders approved an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of our common stock, par value $0.001 per share (the “Common Stock”) by a ratio of no more than 1-for-10 at any time within one year after the 2025 Annual Meeting, with the exact ratio to be determined within this range as determined by the Board in its sole discretion.

For		Against		Abstain		Broker Non-Vote
106,765,882		6,200,982		1,127,528

4. Approval of an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Triller Group Inc.” to “Eight Holdings Inc.”

Shareholders approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Triller Group Inc.” to “Eight Holdings Inc.”

For		Against		Abstain		Broker Non-Vote
112,530,474		368,602		1,195,316		0

5. Approval of the Triller Group Inc. 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”), including the reservation of 39,600,000 shares of Common Stock for issuance thereunder.

Shareholders approved the Triller Group Inc. 2026 Equity Incentive Plan, including the reservation of 39,600,000 shares of Common Stock for issuance thereunder.

For		Against		Abstain		Broker Non-Vote
104,726,262		7,920,615		1,447,515		0

6. Approval of, in accordance with Nasdaq Listing Rule 5635(d), 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 our outstanding common stock.

Shareholders approved, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock (or securities convertible into or exercisable for common stock) in one or more private placements including a potential private investment in public equity (“PIPE”) financing of up to $300 million. The offering will consist of between 200 million to 300 million shares of common stock at a price of between US$1.00 per share to US$1.50 per share.

For		Against		Abstain		Broker Non-Vote
107,210,774		5,412,726		1,470,892		0

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Triller Group Inc. 2026 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 11, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Triller Group Inc. (ILLR) shareholders approve at the 2025 annual meeting?

Shareholders approved all proposals, including electing four directors, ratifying Enrome LLP as auditor, authorizing a reverse stock split, changing the company name, adopting the 2026 Equity Incentive Plan, and permitting significant private placements including a potential PIPE financing of up to $300 million.

What reverse stock split did Triller Group Inc. (ILLR) shareholders authorize?

Shareholders authorized amending the certificate of incorporation to permit a reverse stock split of common stock at a ratio of no more than 1-for-10. The Board may implement this split at any time within one year after the 2025 annual meeting, with the exact ratio determined in its sole discretion.

How many shares are reserved under Triller Group Inc.’s 2026 Equity Incentive Plan?

The approved 2026 Equity Incentive Plan reserves 39,600,000 shares of common stock for issuance. These shares can be used for equity-based compensation awards, which may expand the share count over time depending on grants and vesting outcomes under the plan.

What private placement and PIPE financing authority did Triller Group Inc. (ILLR) receive?

Shareholders approved, under Nasdaq Listing Rule 5635(d), issuing common stock or related securities in private placements, including a potential PIPE financing of up to $300 million. The offering contemplates 200–300 million shares at prices between US$1.00 and US$1.50 per share.

Did Triller Group Inc. (ILLR) approve a company name change at the meeting?

Yes. Shareholders approved amending the certificate of incorporation to change the company’s name from “Triller Group Inc.” to “Eight Holdings Inc.” This change will take effect once the amendment is implemented following the meeting approvals.

Who was ratified as Triller Group Inc. (ILLR)’s independent auditor for 2025?

Shareholders ratified Enrome LLP as the company’s independent auditor for the fiscal year ended December 31, 2025. The ratification received strong support, with 112,764,808 votes for, 195,155 against, and 1,134,429 abstentions, and no broker non-votes reported.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 TRILLER GROUP INC. 2026 EQUITY INCENTIVE PLAN 257.4 KB