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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 23, 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 1.01 Entry into a Material Definitive Agreement
On June 23, 2026, Trendy Reach Holdings Limited
(“Buyer”), a wholly owned British Virgin Islands subsidiary of Triller Group Inc. (“Triller”), entered into
a definitive membership interest purchase agreement (the “Purchase Agreement”) with a limited liability company
organized under the laws of The Bahamas (“Seller”), for Buyer to purchase 100% of the membership interests (the
“Holdings Membership Interests”) of SAC1, a Bahamian investment vehicle (“Holdings”) that owns certain
common stock equivalent interests (the “Share Equivalents”), through the Holdings investment in the Fortune Offshore
Fund – Gigafund in and to 3,917,185 shares of Class A common stock, par value $0.001 per share (the “SpaceX
Shares”) of Space Exploration Technologies Corp., a Texas corporation (“SpaceX”).
The purchase price for the Holdings Membership Interests is US $411,304,425
(the “Purchase Price”), which is the equivalent of $105 per Share Equivalent.
The closing of the purchase of the Holdings Membership Interests will
no later than July 22, 2026 (the “Outside Closing Date”). The actual date of the closing is referred to as the
“Closing Date.” The Purchase Price will be held in escrow pending the closing, and will be released when irrevocable
instructions and related documentation for the transfer of the SpaceX Shares and/or the Share Equivalents to the Buyer have been
finalized by all parties.
The Purchase Agreement contains standard representations and warranties
by both parties, as well as additional representations by the Seller as to the Holdings Membership Interests, the Share Equivalents and
the SpaceX Shares. The Purchase Agreement also contains a number of closing conditions, including without limitation (i) the closing having
occurred on or before the Outside Closing Date, (ii) the funding of the escrow account in the full amount of the Purchase Price; and (iii)
the completion of due diligence by the Buyer to the satisfaction of the Buyer in its sole discretion.
The Holdings Membership Interests will be transferred to the Buyer in
a transaction pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, (the
“Securities Act”) including without limitation a private resale pursuant to so called “Section 4(a)(1½)”.
The Holdings Membership Interests, the Share Equivalents and the SpaceX Shares have not been registered under the Securities Act and
may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 7.01 Regulation FD Disclosure.
On June 25, 2026, the Company issued a press release announcing the transaction
described in this Current Report. A copy of the press release is furnished as Exhibit 99.1 hereto.
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.
| Exhibit
No. |
|
Exhibit |
| 10.1 |
|
Membership Interest Purchase Agreement, by and between the Triller Group Inc., Trendy Reach Holdings Limited., dated as of June 23, 2026 |
| 99.1 |
|
Press Release dated June 25,
2026 |
| 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 25, 2026 |
|
|
|
Exhibit 99.1
Triller Group (Nasdaq: ILLR) to Acquire Significant
SpaceX Position as a Strategic Treasury Asset
Transaction places SpaceX exposure directly on the Company’s
balance sheet as a strategic treasury holding
LOS ANGELES, June 25, 2026 (GLOBE NEWSWIRE) -- Triller Group
Inc (Nasdaq: ILLR; ILLRW) (“Triller” or the “Company”) today announced that it has entered into definitive agreements
to acquire a significant position providing economic exposure to SpaceX (Nasdaq: SPCX), to be held as a strategic treasury asset on the
Company’s balance sheet.
The Company is acquiring the position — held through an established
fund structure — through a wholly-owned special-purpose subsidiary, financed through a secured financing arrangement. The position
was established well ahead of SpaceX’s public listing and is being acquired at a meaningful discount to its current market value.
“This is a transformational step for our Company,” said Wing-Fai Ng, Group Chief Executive Officer. “SpaceX is one
of the most extraordinary companies of our generation, and we are securing meaningful exposure to it at a compelling entry point and placing
it at the very heart of our balance sheet. We believe this fundamentally changes how investors should look at Triller, and we are proud
to give our shareholders a stake in that story.”
The transaction establishes a dedicated SpaceX treasury position and
positions Triller as one of the only Nasdaq-listed companies with disclosed, balance-sheet SpaceX exposure. The financing is secured
by the underlying position, and the Company retains a portion of the position as treasury for the benefit of its shareholders.
The Company expects the transaction to close in the coming days, subject
to the satisfaction of customary conditions, and intends to provide further detail in its filings with the U.S. Securities and Exchange
Commission (“SEC”).
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
