Triller Group (NASDAQ: ILLRW) wins more time from Nasdaq for late SEC reports

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Triller Group Inc. reports that Nasdaq has granted it more time to catch up on overdue financial filings needed to keep its stock listed. The company had already missed the deadlines for its Annual Report on Form 10-K for the period ended December 31, 2024, and its Quarterly Report on Form 10-Q for the period ended March 31, 2025, triggering delinquency notices in April and May 2025 under Nasdaq Listing Rule 5250(c)(1).

Nasdaq previously gave Triller until August 8, 2025 to file the 10-K and until September 12, 2025 to file the Q1 10-Q. After the company said on August 8, 2025 that it could not meet those dates and also needed time for its Form 10-Q for the period ended June 30, 2025, Nasdaq issued a further extension letter on August 19, 2025. Triller now has until October 13, 2025 to file all three delinquent reports and states that it is working diligently and expects to satisfy Nasdaq’s filing requirements.

Positive

None.

Negative

Multiple overdue SEC reports and Nasdaq non-compliance: Triller has not timely filed its Form 10-K for the period ended December 31, 2024 or its Form 10-Q for the period ended March 31, 2025, leaving it out of compliance with Nasdaq Listing Rule 5250(c)(1).
Reliance on extended Nasdaq deadline: The company required a second extension and now must file three delinquent reports, including the Form 10-Q for the period ended June 30, 2025, by October 13, 2025 to satisfy Nasdaq’s filing requirements.

Insights

Nasdaq grants Triller a final extension to file multiple overdue SEC reports, keeping listing at risk until filings are made.

Triller Group Inc. remains out of compliance with Nasdaq Listing Rule 5250(c)(1) after failing to timely file its Form 10-K for the period ended December 31, 2024 and its Form 10-Q for the period ended March 31, 2025. These delays prompted delinquency letters in April and May 2025, indicating that required SEC reports are still outstanding.

Nasdaq’s staff had already granted extra time to file the Form 10-K by August 8, 2025 and the Q1 Form 10-Q by September 12, 2025. When the company disclosed on August 8 that it could not meet those dates and also needed time for its Form 10-Q for the period ended June 30, 2025, Nasdaq responded with a new extension letter on August 19, 2025.

The letter allows Triller until October 13, 2025 to submit all three delinquent filings. Until those reports are filed, the company remains dependent on Nasdaq’s forbearance under the listing rules. Actual impact on the listing status will hinge on whether all delinquent reports are filed by the October 13, 2025 deadline as described.

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 →

08/22/2025 - 05:01 PM

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 19, 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 April 17, 2025, Triller Group Inc. (the “Company”) received a delinquency notification letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely file its Annual Report on Form 10-K for the period ended December 31, 2024 (the “Form 10-K”). The Listing Rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”). On May 20, 2025, the Company received the second delinquency notification letter from the Staff of Nasdaq due to the Company’s non-compliance with the Listing Rule as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Q1 Form 10-Q”).

Subsequently, Staff granted the Company an exception until August 8, 2025, to file the delinquent Form 10-K and September 12, 2025 to file the Q1 Form 10-Q.

On August 8, 2025, the Company indicated that it would be unable to file the Form 10-K and Q1 Form 10-Q requested an additional extension to file the Form 10-K, Q1 Form 10-Q, and Form 10-Q for the period ended June 30, 2025 (collectively, the “Delinquent Filings”).

On August 19, 2025, the Company received an extension letter (the “Letter”) from Staff, who has granted a further extension of time to enable the Company to file the Delinquent Filings on or before October 13, 2025.

The Company is working diligently to complete the Delinquent Filings and expects to meet the Nasdaq filing requirements.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits:

Exhibit No.		Description
99.1		Press Release dated August 22, 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: August 22, 2025

Source: View Original Filing on SEC EDGAR

FAQ

Why did Triller Group Inc. (ILLRW) receive a Nasdaq delinquency notice?

Triller Group Inc. received delinquency notices from Nasdaq’s Listing Qualifications Staff because it failed to timely file its Annual Report on Form 10-K for the period ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025, as required by Nasdaq Listing Rule 5250(c)(1).

What SEC filings is Triller Group Inc. currently delinquent on?

Triller Group Inc. is delinquent on three SEC reports described as the Form 10-K for the period ended December 31, 2024, the Form 10-Q for the period ended March 31, 2025, and the Form 10-Q for the period ended June 30, 2025.

What new extension did Nasdaq grant to Triller Group Inc.?

On August 19, 2025, Nasdaq’s Listing Qualifications Staff sent an extension letter granting Triller Group Inc. additional time to file all three delinquent reports on or before October 13, 2025.

What were the earlier Nasdaq extension deadlines for Triller Group Inc.?

Earlier, Nasdaq had granted Triller Group Inc. until August 8, 2025 to file its delinquent Form 10-K for the period ended December 31, 2024 and until September 12, 2025 to file its delinquent Form 10-Q for the period ended March 31, 2025.

How does Triller Group Inc. describe its efforts to address the delinquent filings?

Triller Group Inc. states that it is working diligently to complete the delinquent filings and that it expects to meet the Nasdaq filing requirements by the extended deadline.

What listing standard is at issue for Triller Group Inc. with Nasdaq?

The relevant listing standard is Nasdaq Listing Rule 5250(c)(1), which requires companies listed on Nasdaq to timely file all required periodic financial reports with the SEC.