[8-K] Triller Group Inc. Reports Material Event

Rhea-AI Filing Summary

Triller Group Inc. reported a Nasdaq delisting determination after missing required SEC filings. On October 14, 2025, Nasdaq staff notified the company that its common stock is subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025, citing non-compliance with Listing Rule 5250(c)(1).

The notice stems from Triller’s failure to timely file its Form 10-K for 2024 and Forms 10‑Q for the quarters ended March 31 and June 30, 2025. A prior exception that ran through October 13, 2025 was not met. Triller intends to request a hearing before the Nasdaq Hearings Panel, which will provide a 15‑day stay from the date of the request, with the Panel to decide on any extended stay. The company announced the determination via press release on October 20, 2025.

Positive

• None.

Negative

• Nasdaq delisting determination for failure to file 2024 10-K and Q1/Q2 2025 10-Qs, with potential suspension on October 23, 2025.

Insights

Equity markets & listing compliance analyst

Nasdaq delisting risk triggered by late SEC filings.

Triller Group received a determination that its shares are subject to suspension and delisting due to non-compliance with Listing Rule 5250(c)(1), which requires timely periodic reports. The cited items are the 2024 Form 10‑K and the Q1 and Q2 2025 Forms 10‑Q.

The company plans to request a hearing, which yields a 15‑day stay from the request date while the Panel considers an extended stay. The outcome will influence whether the stock continues trading on Nasdaq or moves off-exchange.

Key dates include the potential suspension at the opening on October 23, 2025 and the company’s press release on October 20, 2025. Listing continuity depends on the hearing and the company’s ability to complete the delinquent filings.

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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

October 14, 2025

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.)

7119 West Sunset Boulevard, Suite 782 Los Angeles, CA		90046
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 893-5090

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard

On October 14, 2025, Triller Group Inc. (the “Company”) received a delisting determination letter (the “Determination Letter”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the periods ended March 31, 2025 and June 30, 2025, respectively (collectively, 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”).

As previously disclosed, on August 19, 2025, Staff granted the Company an exception until October 13, 2025 to regain compliance with the Listing Rule (the “Exception”). Upon further review, Staff determined that the Company did not meet the terms of the Exception. Specifically, the Company failed to file the Delinquent Filings during the extended period.

The Company intends to timely request a hearing before the Panel. The hearing request will result in a stay of any suspension or delisting action for a period of 15 days from the date of the request, subject to the Panel’s further review and grant of an extended stay. The Panel will review the request for an extended stay and notify the Company of its conclusion as soon as practicable, but in any event no later than 15 calendar days following the deadline to request the hearing

As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on October 20, 2025, announcing that it had received the Determination Letter. A copy of this press release is attached as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits:

Exhibit No.		Description
99.1		Press release dated October 20, 2025
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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: October 20, 2025

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FAQ

What did Triller Group (ILLR) announce regarding its Nasdaq listing?

Triller received a Nasdaq delisting determination on October 14, 2025 for non-compliance with timely SEC filings.

Which filings caused ILLR to be non-compliant?

The Form 10-K for 2024 and Forms 10‑Q for the quarters ended March 31 and June 30, 2025.

When could ILLR shares be suspended and delisted?

At the opening of business on October 23, 2025, unless a hearing is timely requested and relief is granted.

Will Triller request a Nasdaq hearing?

Yes. The company intends to request a hearing, which provides a 15‑day stay from the request date while an extended stay is considered.

Did Nasdaq previously grant Triller extra time to comply?

Yes. An exception through October 13, 2025 was granted but the filings were not completed within that period.

Did Triller issue a press release about the determination?

Yes. A press release was issued on October 20, 2025 and attached as Exhibit 99.1.