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Triller Group cited for Nasdaq $35M value shortfall

Triller Group faces Nasdaq MVLS non-compliance and a potential delisting risk while it contests the Hearings Panel’s continued jurisdiction through October 14, 2026.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Triller Group Inc. (ILLR) disclosed it has fallen out of compliance with a Nasdaq Capital Market listing requirement based on market value of listed securities (MVLS). Nasdaq staff notified the company on August 27, 2026 that its MVLS had been below the $35 million minimum for 30 consecutive business days ended August 25, 2026, creating a risk of delisting. Triller has seven calendar days to submit a plan to regain compliance, which it intends to provide for review by a Nasdaq Hearings Panel. The company noted that, although it previously regained compliance with all applicable listing criteria, the Panel had decided to retain jurisdiction through October 14, 2026, and Triller has asked the Panel to confirm that any future deficiencies will be handled under the standard Nasdaq process. Triller is evaluating options, including further engagement with Nasdaq and potentially seeking judicial relief, and stated there can be no assurance about the outcome.

Positive

  • None.

Negative

  • Nasdaq MVLS deficiency and delisting risk: Nasdaq staff notified Triller that its market value of listed securities was below the $35 million minimum for 30 consecutive business days, which could result in delisting from the Nasdaq Capital Market.
  • Compressed response timeframe: Triller has only seven calendar days to submit a plan to regain MVLS compliance to the Nasdaq Hearings Panel, limiting flexibility to address the listing issue.
  • Ongoing listing-process uncertainty: The Hearings Panel previously decided to retain jurisdiction through October 14, 2026, and Triller acknowledges it may need to seek judicial relief, with no assurance of a favorable outcome.

Filing Explained

While the MVLS deficiency remains under review, Nasdaq’s stated framework could permit delisting before October 14, 2026 without a plan period or automatic compliance period; Triller disputes that framework and seeks the standard process.

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum MVLS requirement $35 million Nasdaq Listing Rule 5550(b)(2) threshold for Nasdaq Capital Market issuers
Non-compliance measurement period 30 consecutive business days Period ended August 25, 2026 used to assess Triller’s MVLS
Plan submission window 7 calendar days Time allowed for Triller to submit MVLS compliance plan after August 27, 2026 notice
Panel jurisdiction end date October 14, 2026 Date through which the Nasdaq Hearings Panel stated it would retain jurisdiction
Warrant exercise terms 0.025 share per warrant at $230.00 per full share Each ILLRW warrant exercisable into a fraction of a Triller common share
market value of listed securities financial
"based on the Company’s market value of listed securities (“MVLS”) for the 30"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
Nasdaq Listing Rule 5550(b)(2) regulatory
"no longer satisfies Nasdaq Listing Rule 5550(b)(2), which requires certain"
Nasdaq Listing Rule 5815(c)(1)(A) regulatory
"believes that Nasdaq Listing Rule 5815(c)(1)(A) does not authorize a Hearings"
Section 6(b)(7) of the Securities Exchange Act of 1934 regulatory
"raises concerns under Section 6(b)(7) of the Securities Exchange Act of 1934"
Nasdaq Hearings Panel regulatory
"plan to regain compliance with the MVLS requirement, which the Company will"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

Why did Triller Group Inc. (ILLR) receive a Nasdaq non-compliance notice?
Triller received the notice because its market value of listed securities was below Nasdaq Capital Market’s required minimum of $35 million for 30 consecutive business days ended August 25, 2026, triggering a potential delisting under Nasdaq Listing Rule 5550(b)(2).

What deadline does Triller Group Inc. (ILLR) have to respond to Nasdaq?
Triller has seven calendar days from the August 27, 2026 notice to submit a plan to regain compliance with the MVLS requirement for review by the Nasdaq Hearings Panel, and the company states that it intends to submit this plan.

What is the minimum market value requirement affecting Triller Group Inc. (ILLR)?
Nasdaq Listing Rule 5550(b)(2) requires certain Nasdaq Capital Market issuers, including Triller, to maintain a minimum market value of listed securities of $35 million. Falling below this threshold for 30 consecutive business days led to Triller’s current deficiency notice.

How long does the Nasdaq Hearings Panel plan to retain jurisdiction over Triller Group Inc. (ILLR)?
The Nasdaq Hearings Panel previously decided to retain jurisdiction over Triller through October 14, 2026, even after determining the company had satisfied all applicable continued listing criteria, and indicated any new deficiency before that date could lead to delisting.

What actions might Triller Group Inc. (ILLR) take regarding the Nasdaq jurisdiction issue?
Triller is evaluating its options, including further engagement with Nasdaq and potentially seeking judicial relief in federal district court concerning the Panel’s authority, while cautioning that there can be no assurance about the outcome of these efforts.

What are the terms of Triller Group Inc. (ILLR) warrants listed on Nasdaq?
Triller’s listed warrants, trading under symbol ILLRW, are described as each warrant being exercisable for 0.025 share of Common Stock for $230.00 per full share, and the warrants are listed on the Nasdaq Capital Market.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

 

August 27, 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.)

 

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 0.025 share of Common Stock for $230.00 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; Transfer of Listing.

 

On August 27, 2026, Triller Group Inc. (the “Company”) received notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, based on the Company’s market value of listed securities (“MVLS”) for the 30 consecutive business days ended August 25, 2026, the Company no longer satisfies Nasdaq Listing Rule 5550(b)(2), which requires certain companies listed on The Nasdaq Capital Market to maintain a minimum MVLS of $35 million, which deficiency could result in the delisting of the Company’s securities from Nasdaq. The Company was provided seven calendar days to submit a plan to regain compliance with the MVLS requirement, which the Company will timely provide for review by the Nasdaq Hearings Panel (the “Panel”). The Company intends to submit its plan to reestablish compliance with the MVLS requirements.

 

As previously disclosed, notwithstanding the Company’s timely compliance with all applicable criteria for continued listing on The Nasdaq Capital Market in accordance with the Panel’s earlier decision in this matter, including the $1.00 bid price requirement, the Panel subsequently determined to exercise its purported discretionary authority to maintain jurisdiction over the Company through October 14, 2026. In its most recent decision whereby the Company was deemed to be compliant with all applicable listing criteria, the Panel stated that, in the event the Company fails to satisfy any requirement for continued listing on The Nasdaq Capital Market on or before October 14, 2026, the Company would again be subject to delisting and provided seven calendar days to present a compliance plan without the benefit of a plan period or otherwise automatic compliance period applicable to similarly situated issuers on Nasdaq.

 

On August 26, 2026, counsel for the Company sent a letter to the Panel disputing the basis on which the Panel purported to retain jurisdiction over the Company through October 14, 2026. The Company believes that Nasdaq Listing Rule 5815(c)(1)(A) does not authorize a Hearings Panel to retain continuing jurisdiction over an issuer following a determination that the issuer has satisfied all applicable continued listing criteria, and that the prospect of delisting without notice or an opportunity to cure for one category of deficiency, while other deficiencies are afforded a notice and cure period, raises concerns under Section 6(b)(7) of the Securities Exchange Act of 1934, which requires that a national securities exchange’s rules provide a fair procedure for disciplining its members. The Company has asked the Panel to confirm that it is not subject to continued jurisdiction on this basis and that any future deficiency will be addressed through the process generally available to other Nasdaq-listed issuers. The Company is evaluating its options with respect to this matter, which may include further engagement with Nasdaq and, if the matter is not resolved, seeking judicial relief, including in federal district court, to resolve the scope of the Panel’s authority under the Nasdaq Listing Rules. There can be no assurance as to the outcome of these efforts.

 

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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: September 2, 2026      

 

 

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Source: View Original Filing on SEC EDGAR

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