Form 8-K

8-K — Triller Group Inc.

Accession: 0001213900-26-063806

Filed: 2026-06-02

Period: 2026-05-29

CIK: 0001769624

SIC: 6282 (INVESTMENT ADVICE)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

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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

May 29, 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 Receipt of Exception to Regain Compliance with

Nasdaq Bid Price Rule

On May 29, 2026, the Nasdaq Hearings Panel (the

“Panel”) notified Triller Group Inc. (“Triller” or the “Company”) that the Panel determined to grant

Triller an exception to the Listing Rules of The Nasdaq Stock Market (“Nasdaq” or the “Exchange”) until June 30,

2026 in order to regain compliance with Listing Rule 5550(a)(2) (the “Bid Price Rule”).

As previously disclosed on April 24, 2026, following

a successful appeal by the Company to the Nasdaq Stock Market Listing and Hearing Review Council (the “Listing Council”) which

modified 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 for non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Periodic Filing Rule”), the securities

of the Company resumed trading on the Exchange on April 16, 2026. The Listing Council had issued its decision on March 24, 2026 (the “Listing

Council Decision”). The resumption of trading occurred on the day after the Company satisfied the conditions of the Listing Council

Decision, upon Triller having demonstrated 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.

Following the Decision by the Listing Council

and prior to the resumption of Triller’s securities trading on the Exchange, on April 6, 2026, the Nasdaq Regulation Staff (“Staff”)

submitted to the Listing Council a “Clarification Request” seeking to amend the Listing Council Decision, which the Listing

Council limited to the Periodic Filing Rule, to assert non-compliance by the Company with the “Bid Price Rule”. Under Nasdaq

Listing Rule 5810(d), the Staff issued a Determination Letter as an additional deficiency notification, and “[sought] guidance”

from the Listing Council relating to bid price compliance. On April 20, 2026, the Company filed with the Listing Council the Company’s

response to the 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 the Listing Council believed that it is up to the Panel to adjudicate

the Company’s Bid Price Rule noncompliance and remanded the matter to the Panel.

On April 24, 2026, the Company submitted its response

to the Panel, and 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. Following briefing by the Company and the Staff, on May 29, 2026, the Company received a letter from

the Panel stating that it had determined to grant the Company an exception to the Bid Price Rule, pursuant to which the Company must demonstrate

compliance with the Bid Price Rule by achieving a closing bid price of $1.00 or more for ten (10) consecutive business days on or before

June 30, 2026.

Item 9.01.

Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press release

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: June 2, 2026

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Exhibit 99.1

Triller Group Inc. Receives Nasdaq Exception

To Regain Minimum Bid Price Compliance

Los Angeles, June 02, 2026 (GLOBE NEWSWIRE) -- Triller

Group Inc (Nasdaq: ILLR; ILLRW) (“Triller” or the “Company”) today announced that, on Friday, May 29, 2026, the

Nasdaq Hearings Panel (the “Panel”) granted the Company an exception to June 30, 2026 to regain compliance with Nasdaq’s

Bid Price Rule.

“We at Triller are grateful to Nasdaq’s

Panel for giving us the necessary additional time to regain compliance with the Bid Price Rule, as we continue to work diligently to grow

our business segments, pursue our corporate strategies, maintain regulatory compliance, and satisfy the expectations of our shareholders,”

said Wing-Fai Ng, Chief Executive Officer of Triller. “I also want to reiterate the Board’s and my continued appreciation

for the valuable knowledge, insights and guidance that our experienced specialists – Special Counsel Jacob Frenkel at Dickinson

Wright PLLC and our listing experts David Donohoe and Katherine Petty at Donohoe Advisory Associates LLC

– bring to our navigating successfully the processes with Nasdaq.”

Special Counsel Jacob Frenkel commented:

“Congratulations yet again to Wing-Fai and the entire Triller team for this third successive successful challenge to the Nasdaq

in its regulatory oversight process and securing this window of opportunity to regain compliance with the Bid Price Rule. Thank you to

the extraordinary Donohoe Advisory team for their superior work to achieve this third consecutive victory for Triller. Working with Triller

management is a true pleasure given their dedication to their shareholders and commitment to compliance. We are now pleased to hand back

the reigns to Triller’s corporate counsel to complete the legal aspects of the well underway process for regaining timely full Bid

Price Rule compliance.”

In a Form 8-K filed on June 2, 2026, the

Company disclosed that On May 29, 2026, the Panel notified the Company that the Panel determined to grant Triller an exception to the

Listing Rules of The Nasdaq Stock Market until June 30, 2026 in order to regain compliance with Listing Rule 5550(a)(2), the “Bid

Price Rule.” Following a prior favorable decision for Triller by the Nasdaq Listing and Hearing Review Council (the “Listing

Council”) and preceding the resumption of Triller’s securities’ trading on the the Nasdaq Stock Market, on April 6,

2026, Nasdaq Regulation Staff (“Nasdaq Staff”) submitted to the Listing Council a “Clarification Request” to assert

non-compliance by the Company with the “Bid Price Rule.” Nasdaq Staff had sought to amend a Listing Council Decision favorable

to Triller, which the Listing Council limited to the Periodic Filing Rule. Nasdaq Staff issued a Determination Letter as an additional

deficiency notification, and “[sought] guidance” from the Listing Council relating to bid price compliance.

On April 20, 2026, the Company filed with the

Listing Council the Company’s response to the 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 the Listing Council

believed that it is up to the Panel to adjudicate the Company’s Bid Price Rule noncompliance and remanded the matter to the Panel.

On April 24, 2026, the Company submitted its response to the Panel, and 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. Following briefing by the Company and the Staff,

on May 29, 2026, the Company received a letter from the Panel stating that it had determined to grant the Company an exception to the

Bid Price Rule, pursuant to which the Company must demonstrate compliance with the Bid Price Rule by achieving a closing bid price of

$1.00 or more for ten (10) consecutive business days on or before June 30, 2026.

If the Company demonstrates with evidence compliance

for the required period, Nasdaq will notify Triller that it has regained compliance with the Bid Price Rule and the Company’s common

stock will continue to be listed on The Nasdaq Capital Market. If Triller does not regain compliance within the exception period, then

it is within the discretion of the Nasdaq Staff to initiate procedures to suspend trading and remove the Company’s securities from

listing. Triller’s corporate securities counsel continues to advise the Company with the legal aspects and filings associated with

regaining Bid Price Rule compliance.

As previously disclosed in a Form 8-K, on March

24, 2026, the Listing Council modified a December 26, 2025 decision of a Panel relating to the Company’s prior non-compliance

with Nasdaq Listing Rule 5250(c)(1), the Periodic Filing Rule. Following the Company’s filing with the Securities and Exchange Commission

of its Annual Report on Form 10-K for the year ended December 31, 2025,

Triller’s securities resumed trading on The Nasdaq Capital Market on April 16, 2026.

Triller remains committed to maintaining compliance

with all applicable Nasdaq listing requirements.

###

About Triller Group Inc.

Triller

Group Inc. (Nasdaq: ILLR; ILLRW) is a technology and media company operating Triller App, a social media and live-streaming platform

focused on music, sports, fashion and culture, together with AGBA Group, a Hong Kong-based financial-services and platform business with

longstanding operations in wealth distribution, healthcare and related services across Asia.

Safe Harbor Statement

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding resumption of trading on Nasdaq,

the Company’s ability to maintain timely SEC periodic reporting and Nasdaq compliance, the effectiveness of its remediation measures,

the anticipated benefits of resumed Nasdaq trading, and the timing of future corporate updates. These statements are based on Triller’s

current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially, including

risks relating to the effects of the period of trading suspension and resumption of trading on Nasdaq, market conditions, the Company’s

ability to execute its monetization and operating plans, the availability of financing, the identification, negotiation or completion

of any acquisitions or other strategic transactions, compliance with listing standards and reporting requirements, legal or regulatory

proceedings, and the other risks described in Triller’s SEC filings. The words “believe,” “estimate,” “anticipate,”

“project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,”

“forecast” and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this

press release speak only as of the date of its issuance. Except where required by applicable law, the Company expressly disclaims a duty

to provide updates to forward-looking statements after the date of this press release to reflect subsequent events, changed circumstances,

changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this press release are

intended to be subject to the safe harbor protection provided by the federal securities laws.

# # #

Contact:

Bethany Lai

Manager, Investor Relations and Communications

Bethany.Lai@agba.com

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