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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) |
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 |
|
|
|
