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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
April 23, 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 |
|
(Commission File Number) |
|
(I.R.S. Employer |
| of incorporation) |
|
|
|
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 March 24, 2026, pursuant
to an appeal by Triller Group Inc. (the “Company”), the Nasdaq Stock Market Listing and Hearing Review Council (the “Listing
Council”) issued a decision (the “Listing Council Decision”) to modify a previous December 26, 2025 decision by a Nasdaq
Hearings Panel to delist the securities of the Company and suspend trading of the Company’s shares, effective at the opening of
trading on December 30, 2025, for non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”). Pursuant
to the December 26, 2025 Hearings Panel decision, trading of the Company’s securities on the Nasdaq Capital Market was suspended
from December 30, 2025 to April 15, 2026—the day after the Company satisfied the conditions of the Listing Council Decision to resume
trading by demonstrating its current compliance with the Periodic Filing Rule by filing with the Securities and Exchange Commission the
Company’s Annual Report on Form 10-K for the year-ended December 31, 2025.
On April 17, 2026, the Company received a delisting
determination letter (the “Determination Letter”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq
Stock Market LLC (“Nasdaq”) based on the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Requirement”) as of December 29, 2025. The Delisting Letter does not result in the immediate delisting of the Company’s
common stock from Nasdaq or state a date on which Staff intends a delisting or suspension to occur.
As previously disclosed, on June 30, 2025,
the Company received a letter (the “Deficiency Notice”) from the Staff notifying the Company that, based on the closing
bid price of the Company’s common stock for the prior 30 consecutive business days, the Company no longer met the Minimum Bid
Price Requirement. The Deficiency Notice further notified the Company that, in accordance with Nasdaq Listing Rule 5810(c)(3)(A),
the Company had been provided a period of 180 calendar days, or until December 29, 2025, in which to regain Minimum Bid Price
Requirement compliance by maintaining a closing bid price of the Company’s common stock of at least $1 per share for at least
10 consecutive business days during this 180-day period (Staff has the discretion to monitor the bid price for period up to 20 business days, but generally not more than 20 business days). The Company did not regain compliance during that period, and its common
stock did not close at a bid price of at least $1 per share on December 29, 2025, rendering the Company ineligible for an additional
180-day period in which to regain compliance.
Nasdaq Listing Rule 5810(c)(3) provides that:
“If the Company does not regain compliance within the specified cure or compliance period, [then] the Listing Qualifications Department
will immediately issue a Staff Delisting Determination letter.” Staff did not issue a delisting determination letter immediately
after the Company’s common stock closed at a bid price below $1 per share on December 29, 2025.
Under Nasdaq Listing Rule 5810(d), Staff issued
the Determination Letter as an additional deficiency notification and notified the Listing Council. Staff issued the Determination Letter
while Staff’s April 6, 2026 request “seeking guidance” from the Listing Council relating to bid price compliance was
pending before the Listing Council and prior to the resumption of trading of the Company’s securities on April 17, 2026. On April
20, 2026, the Company filed with the Listing Council the Company’s response to Staff’s request “seeking guidance.”
On April 21, 2026, the Listing Council, after reviewing the Staff’s and the Company’s submissions, notified Staff and the
Company that:
| 1. | The Council believed that it is up to the Hearings Panel to adjudicate the Company’s Bid Price Rule
noncompliance. Therefore, the Council remanded this matter to the Hearings Panel. |
| 2. | Considering the Council’s remand, Staff’s instruction to the Company to respond to Staff’s
April 17 submission by making a submission by April 24 addressed to the Listing Council, should instead be construed as directing the
Company to make a submission addressed to the Hearings Panel. |
| 3. | The Listing Council understands from Staff’s April 17 submission that it is the view of Staff that
the Company “is ineligible for any further compliance or cure period” to come into compliance with the Bid Price Rule. Due
to the unusual procedural history of this matter, if the Panel agrees with Staff’s view and issues a delisting decision without
affording the Company more time to come into compliance with the Bid Price Rule, then the Listing Council will call the matter for review
and stay such Hearings Panel delisting decision. |
On April 23, 2026, the Company submitted its
response to the Nasdaq Hearings Panel. The Company’s request included a request for a new exception period, pursuant to Nasdaq
Listing Rule 5815(c)(1)(A), to regain compliance with the Minimum Bid Price Requirement. The Company also informed the Nasdaq
Hearings Panel of its plan to demonstrate its ability to regain compliance with the Minimum Bid Price Requirement. There can be no
assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement.
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: April 23, 2026
