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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
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 |
|
|
|
2
