Triller Group hit with added Nasdaq delisting risk over late filings

Rhea-AI Filing Summary

Triller Group Inc. (ILLR) reported that Nasdaq has moved further along in its process to delist the company’s stock because of multiple missed SEC filings. Nasdaq staff had already issued an initial delisting determination after the company failed to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the quarters ended March 31 and June 30, 2025. Triller appealed that determination and plans to appear before a Nasdaq Hearings Panel to argue that it can regain and sustain long-term compliance.

On November 17, 2025, Nasdaq staff sent an additional delisting determination letter after the company also failed to timely file its Form 10-Q for the quarter ended September 30, 2025, creating another basis for delisting. In line with Nasdaq rules, Triller issued a press release on November 21, 2025, disclosing this latest notice.

Positive

• None.

Negative

• Nasdaq delisting risk heightened: Triller Group has received both an initial and an additional Nasdaq delisting determination letter tied to multiple late SEC filings, increasing the risk its shares could be removed from the Nasdaq Capital Market.

Insights

Equity & Listing Standards Analyst

Repeated late SEC filings have triggered multiple Nasdaq delisting actions against Triller Group.

Nasdaq first moved toward delisting Triller Group Inc. after it failed to timely file its Form 10-K for the year ended December 31, 2024 and its Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025. The company has requested a hearing before a Nasdaq Hearings Panel to show that it can restore and maintain compliance with the reporting requirements.

The situation escalated when, on November 17, 2025, Nasdaq staff sent an additional delisting determination letter because Triller also did not timely file its Form 10-Q for the quarter ended September 30, 2025. This creates another explicit basis for delisting under Nasdaq rules, increasing the risk that the company’s common stock and warrants could ultimately lose their Nasdaq listing if compliance is not demonstrated.

Triller issued a press release on November 21, 2025 as required by Nasdaq Listing Rule 5810(b), confirming receipt of the additional determination letter. The actual impact depends on the outcome of the hearing and the company’s ability to complete and file its overdue reports.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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

November 17, 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

As previously disclosed, 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. The Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). The Company has requested to appeal the delisting determination and will attend the hearing to demonstrate its ability to regain and sustain long-term compliance.

On November 17, 2025, the Company received an additional delisting determination letter (the “Additional Determination Letter”) from the Staff of Nasdaq indicating that since it failed to timely file its Form 10-Q for the period ended September 30, 2025, this serves as an additional basis for delisting.

As required under Nasdaq Listing Rule 5810(b), the Company issued a press release on November 21, 2025, announcing that it had received the Additional 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 November 21, 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: November 21, 2025

2

FAQ

Why did Triller Group Inc. (ILLR) receive a Nasdaq delisting determination?

Triller Group Inc. received a Nasdaq delisting determination because it failed to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025, violating Nasdaq’s Listing Rule 5250(c)(1) on timely filing of required reports.

What is the additional Nasdaq delisting determination mentioned by Triller Group (ILLR)?

On November 17, 2025, Triller Group received an additional delisting determination letter from Nasdaq staff stating that its failure to timely file its Form 10-Q for the quarter ended September 30, 2025 provides an additional basis for delisting the company’s securities.

How is Triller Group responding to Nasdaq’s delisting actions?

Triller Group has requested to appeal the delisting determination and plans to attend a hearing before a Nasdaq Hearings Panel to demonstrate its ability to regain and sustain long-term compliance with Nasdaq’s filing requirements.

Which SEC reports is Triller Group currently late in filing according to the 8-K?

According to the 8-K, Triller Group has not timely filed its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the quarters ended March 31, 2025, June 30, 2025, and September 30, 2025.

What public disclosure did Triller Group make about the additional delisting notice?

As required under Nasdaq Listing Rule 5810(b), Triller Group issued a press release on November 21, 2025, announcing that it had received the additional delisting determination letter, and this press release is filed as Exhibit 99.1 to the 8-K.

What securities of Triller Group are listed on the Nasdaq Capital Market?

The Nasdaq Capital Market lists Triller Group’s common stock with a par value of $0.001 under the symbol ILLR and its warrants, each exercisable for one-quarter of one share of common stock for $23.00 per full share, under the symbol ILLRW.