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Triller Group (NASDAQ: ILLR) approves 1-for-10 reverse stock split

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

Rhea-AI Filing Summary

Triller Group Inc. approved and implemented a one-for-ten reverse stock split of its Common Stock following authorization at its 2025 annual meeting of shareholders. On June 10, 2026, the board resolved to file a Charter Amendment to effect the change.

Every ten shares of Common Stock were exchanged for one share, consolidating the share count without changing the total number of shares of capital stock the company is authorized to issue. No fractional shares were issued; instead, stockholders entitled to fractions will receive cash in lieu of those fractional shares.

The reverse split also applies proportionately to all outstanding options and warrants as of the effective date, adjusting their underlying share amounts consistently with the new share structure.

Positive

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Insights

Triller consolidates shares 1-for-10 with no change in authorized stock.

Triller Group Inc. effected a 1-for-10 reverse stock split, exchanging every ten Common Stock shares for one. This recapitalization changes the share count but not the company’s overall authorized capital, so economic ownership percentages remain structurally aligned.

The move proportionately adjusts existing options and warrants, preserving their economic relationship to the stock. Cash will be paid instead of issuing fractional shares, simplifying post-split holdings. Market perception of reverse splits can vary, but the filing itself describes only a mechanical share consolidation.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Reverse split ratio 1-for-10 Every ten shares of Common Stock exchanged for one share
Common Stock par value $0.001 per share Par value of Triller Group Common Stock
Common shares outstanding for meeting 198,854,372 shares Common Stock issued and entitled to vote as of May 13, 2025
Series A-1 Preferred shares for meeting 11,801,804 shares Series A-1 Preferred Stock entitled to vote as of May 13, 2025
Meeting quorum percentage 54.16% Shares represented in person or by proxy at the annual meeting
Warrant exercise price $23.00 per full share Each warrant exercisable for one-quarter share of Common Stock
Reverse Stock Split financial
"which effected a one-for-ten reverse stock split (the “Reverse Stock Split”)"
A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.
Charter Amendment regulatory
"a certificate of amendment (the “Charter Amendment”) to its certificate of incorporation"
A charter amendment is a formal change to a corporation’s founding document — its legal rulebook that sets basic structure, powers and shareholder rights. Investors care because amending the charter can alter voting rules, share classes, dividend policies or takeover protections, which can change how value and control are distributed; think of it as revising a building’s blueprint that affects who owns which rooms and who can remodel next.
Certificate of Incorporation regulatory
"to its certificate of incorporation (the “Certificate of Incorporation”)"
A certificate of incorporation is an official government document that creates a corporation and records key facts such as its legal name, basic governance structure, and stock authorization—think of it as a company's birth certificate plus its basic rulebook. Investors care because it establishes the company’s legal existence, limits owners’ personal liability, and sets the framework for issuing shares and enforcing shareholder rights, which affects ownership, control and the company’s ability to raise capital.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
warrants financial
"The Reverse Stock Split also has a proportionate effect on all other options and warrants"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
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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

 

June 22, 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As previously disclosed, on June 10, 2026, Triller Group Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) at 20F Foyer, 625 King’s Road, North Point, Hong Kong. As of May 13, 2025, the record date set by the Company’s Board of Directors, there were 198,854,372 shares of Common Stock, par value $0.001 per share (the “Common Stock”) and 11,801,804 shares of Series A-1 Preferred Stock issued and entitled to be voted at the Special Meeting, of which 114,094,392 or approximately 54.16% of the total outstanding shares of Common Stock and Series A-1 Preferred Stock, were represented in person or by proxy; therefore, a quorum was present. On June 10, 2026, the board of the Company resolved that, pursuant to authority received at the Annual Meeting, the Company shall file with the Secretary of State of the State of Delaware a certificate of amendment (the “Charter Amendment”) to its certificate of incorporation (the “Certificate of Incorporation”), which effected a one-for-ten reverse stock split (the “Reverse Stock Split”) of all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”). As a result of the Reverse Stock Split, every ten (10) shares of Common Stock were exchanged for one (1) share of Common Stock.

 

The Reverse Stock Split did not affect the total number of shares of capital stock that the Company is authorized to issue, which remain as set forth pursuant to the Certificate of Incorporation. No fractional shares were issued in connection with the Reverse Stock Split. Rather, stockholders who would have received will pay cash in lieu of fractional shares. The Reverse Stock Split also has a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the Reverse Stock Split.

 

The summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 3.1.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Amendment to Certificate of Incorporation of Triller Group Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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: June 24, 2026      

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What reverse stock split did Triller Group Inc. (ILLR) approve?

Triller Group Inc. approved a one-for-ten reverse stock split of its Common Stock. Every ten pre-split shares were exchanged for one post-split share, consolidating the share count while keeping each shareholder’s proportional ownership structurally aligned with prior levels.

Does the Triller Group (ILLR) reverse split change authorized share amounts?

The reverse stock split does not change Triller Group’s authorized capital stock. The filing states the total number of shares the company is authorized to issue remains the same under its Certificate of Incorporation after the one-for-ten share consolidation.

How are fractional shares handled in Triller Group’s reverse stock split?

Triller Group will not issue fractional shares in the reverse split. Stockholders who would otherwise receive a fractional share from the one-for-ten exchange instead receive a cash payment in lieu of that fraction, simplifying account positions after the consolidation.

How does Triller Group’s reverse split affect options and warrants?

The reverse stock split has a proportionate effect on all Triller Group options and warrants outstanding on the effective date. Their underlying share amounts adjust in line with the one-for-ten ratio so the instruments remain economically consistent with the new share structure.

What shareholder approval supported Triller Group’s reverse stock split?

The board acted pursuant to authority received at the company’s 2025 annual meeting of shareholders. At that meeting, a quorum was present representing approximately 54.16% of outstanding Common Stock and Series A-1 Preferred Stock entitled to vote on the proposed Charter Amendment.

Filing Exhibits & Attachments

5 documents

Other Documents