Form 8-K

8-K — Triller Group Inc.

Accession: 0001213900-26-071784

Filed: 2026-06-25

Period: 2026-06-23

CIK: 0001769624

SIC: 6282 (INVESTMENT ADVICE)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0295412-8k_triller.htm (Primary)

EX-10.1 — MEMBERSHIP INTEREST PURCHASE AGREEMENT, BY AND BETWEEN THE TRILLER GROUP INC., TRENDY REACH HOLDINGS LIMITED., DATED AS OF JUNE 23, 2026 (ea029541201ex10-1.htm)

EX-99.1 — PRESS RELEASE DATED JUNE 25, 2026 (ea029541201ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0295412-8k_triller.htm · Sequence: 1

false

0001769624

2026-06-23

0001769624

ILLR:CommonStock0.001ParValueMember

2026-06-23

0001769624

ILLR:WarrantsEachWarrantExercisableForOnequarterOfOneShareOfCommonStockFor23.00PerFullShareMember

2026-06-23

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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 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

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 1.01 Entry into a Material Definitive Agreement

On June 23, 2026, Trendy Reach Holdings Limited

(“Buyer”), a wholly owned British Virgin Islands subsidiary of Triller Group Inc. (“Triller”), entered into

a definitive membership interest purchase agreement (the “Purchase Agreement”) with a limited liability company

organized under the laws of The Bahamas (“Seller”), for Buyer to purchase 100% of the membership interests (the

“Holdings Membership Interests”) of SAC1, a Bahamian investment vehicle (“Holdings”) that owns certain

common stock equivalent interests (the “Share Equivalents”), through the Holdings investment in the Fortune Offshore

Fund – Gigafund in and to 3,917,185 shares of Class A common stock, par value $0.001 per share (the “SpaceX

Shares”) of Space Exploration Technologies Corp., a Texas corporation (“SpaceX”).

The purchase price for the Holdings Membership Interests is US $411,304,425

(the “Purchase Price”), which is the equivalent of $105 per Share Equivalent.

The closing of the purchase of the Holdings Membership Interests will

no later than July 22, 2026 (the “Outside Closing Date”). The actual date of the closing is referred to as the

“Closing Date.” The Purchase Price will be held in escrow pending the closing, and will be released when irrevocable

instructions and related documentation for the transfer of the SpaceX Shares and/or the Share Equivalents to the Buyer have been

finalized by all parties.

The Purchase Agreement contains standard representations and warranties

by both parties, as well as additional representations by the Seller as to the Holdings Membership Interests, the Share Equivalents and

the SpaceX Shares. The Purchase Agreement also contains a number of closing conditions, including without limitation (i) the closing having

occurred on or before the Outside Closing Date, (ii) the funding of the escrow account in the full amount of the Purchase Price; and (iii)

the completion of due diligence by the Buyer to the satisfaction of the Buyer in its sole discretion.

The Holdings Membership Interests will be transferred to the Buyer in

a transaction pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, (the

“Securities Act”) including without limitation a private resale pursuant to so called “Section 4(a)(1½)”.

The Holdings Membership Interests, the Share Equivalents and the SpaceX Shares have not been registered under the Securities Act and

may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 7.01 Regulation FD Disclosure.

On June 25, 2026, the Company issued a press release announcing the transaction

described in this Current Report. A copy of the press release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01, including Exhibit 99.1, is being furnished

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing

under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Exhibit

10.1

Membership Interest Purchase Agreement, by and between the Triller Group Inc., Trendy Reach Holdings Limited., dated as of June 23, 2026

99.1

Press Release dated June 25,

2026

104

Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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 25, 2026

EX-10.1 — MEMBERSHIP INTEREST PURCHASE AGREEMENT, BY AND BETWEEN THE TRILLER GROUP INC., TRENDY REACH HOLDINGS LIMITED., DATED AS OF JUNE 23, 2026

EX-10.1

Filename: ea029541201ex10-1.htm · Sequence: 2

Exhibit 10.1

23 JUNE 2026

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This

MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), is made effective and entered into as of June 23, 2026

(this “Execution Date”), by and among Capital Truth Holdings Ltd. (“Seller”), a limited

liability company organized under the laws of The Bahamas, and has its principal place of business in The Bahamas and is represented

herein by its Managing Member (the “Company Managing Member”), Capital Truth Holdings, Ltd. SAC1 (the

“Company”), an investment vehicle that is incorporated in The Bahamas and has its principal place of business in

The Bahamas and Trendy Reach Holdings Limited (the “Buyer”), a limited liability company organized under

the laws of British Virgin Islands, and has its principal place of business in Hong Kong S.A.R and is represented by Triller

Group Inc. (the “Buyer Manager”). Seller, the Company, Buyer, and the Buyer Manager are sometimes referred to

herein as a “Party,” and collectively, the “Parties.”

RECITALS

WHEREAS, Seller owns all of the outstanding membership

interests of the Company (the “Aggregate Membership Interests”);

WHEREAS, the Company

owns certain class interests (the “FOF Interests”) in Fortune Pre-IPO Offshore Fund Ltd, Gigafund managed vehicles

(the “Fortune Offshore Fund”);

WHEREAS, the FOF

Interests represent the Company’s indirect ownership of 3,917,185 common stock equivalents (the “SpaceX Shares”)

of Space Exploration Technologies Corp. (“SpaceX”);

WHEREAS, Seller desires

to sell to Buyer and Buyer desires to purchase from Seller the Aggregate Membership Interests on the terms and conditions set forth in

this Agreement.

AGREEMENT

NOW, THEREFORE,

in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the Parties hereby mutually agree to all of the provisions of this Agreement.

ARTICLE

PURCHASE AND SALE.

Section 1.01 Purchase

and Sale. At Closing (i) in consideration for the payment at Closing by the Buyer to the Seller of the Purchase Price (as

defined below), the Seller shall sell, assign and transfer to the Buyer the Aggregate Membership Interests and all rights of Seller

therein, and (ii) Buyer shall pay the Purchase Price to the Seller and purchase the Aggregate Membership Interests and shall succeed

to all the rights and obligations relating thereto, including all rights and obligations under the Company Governing Documents and

the Fortune Offshore Fund Governing Documents, including all obligations of the Seller, the Company Managing Member and the Company

to pay all carried interest participation rights and management fees (all of which obligations succeeded to by the Buyer and the

Buyer Manager will be expressly assumed at Closing in the Assignment and Assumption Agreement entered into and effective on the

Closing Date). The aggregate purchase price payable by Buyer to Seller at Closing is US $411,304,425 (the “Purchase

Price”), which represents the indirect purchase of the 3,917,185 underlying common stock equivalent SpaceX Shares at a

price of US $105 per SpaceX Share.

Section 1.02 Delivery

Mechanics. The Buyer will deposit the Purchase Price into an escrow account established by the Seller at a ROYAL ESCROW SERVICES,

LLC,10549 Summertime Lane, Royal Palm Beach, FL 33411the “Escrow Account”) in accordance with terms set forth in the

escrow agreement governing the Escrow Account, (the “Escrow Agreement”). The Purchase Price will be automatically released

to the Seller simultaneously when irrevocable instructions that evidence the Buyer’s (or Buyer’s designee’s, whether

directly or through Buyer’s 100% ownership of the Company) full right to receive the Aggregate Membership Interests, the FOF Interests

and the SpaceX Shares have been executed and delivered by the Seller, the Company, and the Fortune Offshore Fund (such documents are referred

to collectively as the “Transfer Documents”).

Section 1.03 Closing. The purchase by the Buyer from the Seller of the Aggregate Membership Interests for the

Purchase Price (the “Closing”) shall take place no later than 30 days after the Execution Date (the “Outside

Closing Date”), pursuant to the electronic exchange of all executed documents and other Closing deliverables required hereunder

(the date of the Closing, the “Closing Date”).

Section 1.04 Purchase

Price and Mechanics at Closing. Prior to the Closing Date, the Buyer shall wire transfer the Purchase Price to the Escrow Account.

Section 1.05 Closing Deliverables.

(a) Seller Deliveries. At Closing, Seller shall deliver to

Buyer:

(i) a mutually agreed upon assignment and assumption agreement in

the form of Exhibit A attached hereto (the “Assignment and Assumption Agreement”), duly executed by the Company Managing

Member;

(ii) all Transfer Documents, duly executed by all appropriate parties;

(iii) an agreed upon General Release, duly executed by the Seller, which will be released immediately after title to the SpaceX Shares has

passed to the Buyer or its designee;

(iv) All fully executed third party consents required to pass title to the SpaceX Shares to the Buyer, and

any amendments to any Governing Documents required to pass title to the SpaceX Shares to Buyer; and

(v) general administrative access credentials to the carta.com platform and

any other equity management, capitalization table, or fund administration software currently used to administer, record, or track the

ownership, capitalization, membership interests and/or underlying investments of the Company in and/or relating to the FOF Interests.

(b) Buyer and Buyer Manager Deliveries. At the Closing, Buyer

shall deliver to the Seller:

(i) an email authorizing the Seller to transfer the Purchase Price from the Escrow Account to the Seller by wire transfer to an account

of the Seller;

(ii) the Assignment and Assumption Agreement, duly executed by or on behalf of Buyer and Buyer Manager; and

(iii) the General Release duly executed by the Buyer, which will be released immediately after title to the SpaceX Shares has passed to

the Buyer or its designee.

Section 1.06 The Seller

Manager. At the time of Closing, the Company Managing Member shall assign to the Buyer Manager all of the Company Managing Member’s

rights and obligations as the managing member of the Company in consideration for $1.00 payable by Buyer to Seller (the “Management

Assignment”). In connection and simultaneous with the Management Assignment, the Buyer Manager shall assume all post closing

liabilities, fees, expenses and obligations of the Company Managing Member, including those set forth in the Management Agreement, dated

as of [*], by and between the Company and the Company Managing Member (the “Assumed Management Liabilities”).

Section 1.07 Assignment

and Assumption Agreement. The Assignment and Assumption Agreement will provide that effective as of the Closing, Seller hereby conveys,

assigns and transfers to Buyer, and Buyer hereby assumes, all right, title and interest (A) of Seller in, to the Aggregate Membership

Interests sold by Seller to Buyer at the Closing, (B) of Seller in, to and under the Company Governing Documents, (C) of Seller in, to

and under the FOF Interests indirectly acquired by Buyer from Seller at Closing, (D) of Seller in, to and under the Fortune Offshore Governing

Documents and the FOF Interests, and (E) other documents relating to that portion of the Aggregate Membership Interests and the FOF Interests

sold directly and indirectly, as applicable, by Seller to Buyer at Closing (the “Transfer”).

Section 1.08 Certain Obligations

Assumed by Buyer and Buyer Manager at Closing. For clarity purposes and avoidance of doubt, notwithstanding anything to the contrary

provided in this Agreement or elsewhere, at Closing, Buyer and Buyer Manager shall pursuant to this Section 1.08, assume all liabilities

and obligations of the Seller, the Company Managing Member and the Company for 2026 and thereafter to pay all carried interests participation

rights and management fees relating directly and/or indirectly relating to the FOF Interests, the Aggregate Membership Interests and the

SpaceX Shares, whether set forth in the Company Governing Documents, the Fortune Offshore Governing Documents and/or otherwise.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE SELLER

AND THE COMPANY

Each of Seller and the Company, jointly and severally, hereby represents

and warrants to Buyer as set forth in this Article II:

Section 2.01 Organization.

Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the Bahamas. The Company

is [an investment vehicle], duly organized, validly existing and in good standing under the laws of the Bahamas. Each of Seller and the

Company has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate

the transactions contemplated hereby.

Section 2.02 Authority.

The execution and delivery by such party of this Agreement, and the performance by such party of its obligations hereunder have been duly

and validly authorized by all necessary actions on the part of such Party. This Agreement has been duly and validly executed and delivered

by such party constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms subject,

as to enforcement, to the bankruptcy, reorganization, insolvency and other similar laws of general applicability relating to or affecting

creditors’ rights and to general equity principles.

Section 2.03 Ownership.

(a) Except

for this Agreement, Seller has not granted any options, warrants, or rights to subscribe to, securities, rights or obligations convertible

into or exchangeable for or giving any right to subscribe for all or any portion of the Aggregate Membership Interests, which represents

all of the issued and outstanding membership interest of the Company. At the Closing, upon consummation of the transactions contemplated

hereby, Buyer shall acquire from the Seller the Aggregate Membership Interests. No other Persons owns or has any rights to own any membership

interests in the Company or to the FOF Interests.

(b) Neither

the Company nor the Seller has granted to any third party any options, warrants, or rights to subscribe to, securities, rights or obligations

convertible into or exchangeable for or giving any right to subscribe for all or any portion of the FOF Interests. At the Closing, upon

consummation of the transactions contemplated hereby, the Company’s ownership and all other rights to the FOF Interests shall be

identical to the Company’s ownership and all other rights to the FOF Interests as of the date hereof.

Company does not own any assets other than the FOF Interests, and does not have any liabilities or obligations to any other party. The

Company is not a party to any legally binding agreement other than the Company Governing Documents and the Fortune Offshore Fund Documents,

and none of such documents creates any obligation on the part of the Company to any third party. Without limiting the generality of the

foregoing, there are no written or verbal agreements between the Company and the Seller or between the Company and any affiliate of the

Seller.

(d) The

FOF Interests grant to the holder thereof the full right to take title to the SpaceX Shares, at the time and in the discretion of the

owner of the FOF Interests.

Section 2.04 Lock-Ups

or Other Liens. Except as described on Schedule 2.04 hereto, There is no mortgage, pledge, security interest, attachment, right

of first refusal, option, proxy, voting trust, encumbrance, lock-up agreement (the “Lock-Up Agreements”), lien or charge of

any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (on voting, sale,

transfer, disposition), any subordination arrangement in favor of another Person, or any filing or agreement to file a financing statement

as debtor under the Uniform Commercial Code or any similar Law, on or affecting any of (a) the Aggregate Membership Interests, (b) the

FOF Interests or (c) the SpaceX Shares. The SpaceX Shares may be freely transferred, sold, hypothecated, pledged, used as security in

any manner, subject only to applicable restrictions set forth in the Lock-Up Agreements or under the U.S. securities laws. Seller has

delivered to Buyer true copies of all Lock-Up Agreements.

Section 2.05 No Consents.

No consent, approval or other action is required to be taken by the Seller, the Company, the Fortune Offshore Fund, SpaceX, Gigafund Management

Company, LLC, any governmental entity, or any other Person in order for the parties to this Agreement to execute this Agreement and/or

to consummate the transactions contemplated hereby.

Section 2.06 Indirect Ownership

of SpaceX Shares; Control. The Company’s ownership of the FOF Interests represents the Company’s sole and entire indirect

ownership interest in the SpaceX Shares and such indirect ownership is held through the Fortune Offshore Fund, which in turn holds its

indirect SpaceX exposure through investment vehicles managed by Gigafund Management Company, LLC, in each case in accordance with their

respective governing documents. The FOF Interests do not give the holder thereof any rights or obligations that do not relate directly

to the SpaceX Shares.

Section 2.07 No Other

Representations and Warranties. Seller acknowledges, agrees, represents and warrants that other than the express representations and

warranties by Buyer set forth in Article III, neither Buyer, the Company nor the Company Managing Member has directly or indirectly made

any representations or warranties to the Seller or the Seller Manager.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Seller as set forth in

this Article III:

Section 3.01 Organization.

Buyer is a limited liability company validly existing and in good standing under the laws of the jurisdiction in which it was formed and

has the power and authority and all necessary governmental approvals to operate and carry on its business as it is now being conducted

or presently proposed to be conducted.

Section 3.02 Authorization.

Buyer and Buyer Manager have full power and authority to execute and deliver this Agreement and purchase the Aggregate Membership Interests

and indirectly acquire the FOF Interests. Buyer’s purchase of the Aggregate Membership Interests (and the FOF Interests owned by

the Company), and its and the Buyer Manager’s assumption of all obligations and liabilities of the Seller, the Company Managing

Member and the Company under Section 1.08 hereof, the Governing Documents, the Management Agreement and the Assignment and Assumption

Agreement and their execution and delivery of this Agreement and the other agreements and documents contemplated hereby have been authorized

by all necessary action on Buyer’s behalf, and no consent, approval or authorization is required for the performance by Buyer of

its obligation hereunder and thereunder, except as set forth herein. This Agreement constitutes the legal, valid and binding obligation

of Buyer, enforceable against Buyer in accordance with its terms, except as limited by (a) applicable bankruptcy, insolvency, reorganization,

moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) laws relating to

the availability of specific performance, injunctive relief or other equitable remedies.

Section 3.03 Validity.

The execution and delivery of this Agreement, the consummation of the transactions contemplated herein and the performance of Buyer’s

obligations hereunder shall not conflict with, or result in any violation of or default under, any provision of any governing instrument

applicable to Buyer, or any agreement or instrument to which Buyer is a party or by which Buyer or any of its properties is bound, or

any permit, franchise, judgment, ongoing or completed legal proceedings (including bankruptcy), decree, statute, rule or regulation applicable

to Buyer or its business or properties.

Section 3.04 Information;

No Reliance. Buyer is a sophisticated, experienced investor, capable of evaluating the value of the Aggregate Membership Interests

and the Fortune Offshore Fund Interests, and has conducted its own due diligence analysis in its decision to purchase the Aggregate Membership

Interests and to indirectly acquire the Fortune Offshore Fund Interests pursuant to this Agreement. Buyer believes it has received all

the information it considers necessary or appropriate for deciding whether to enter into this Agreement and perform its obligations set

forth herein. Buyer hereby acknowledges that neither the Seller, the Company nor the Company Managing Member have made any representations

regarding the business, management, financial affairs or prospects of the Seller, the Company, the Aggregate Membership Interests, the

Fortune Offshore Fund Interests and/or the SpaceX Shares, nor has Buyer relied on any representation or statement of Seller, the Company

or the Company Managing Member or any of their affiliates, representatives, agents and/or advisors, other than those expressly set forth

in this Agreement, in making Buyer’s investment decision to purchase the Aggregate Membership Interests and the FOF Interests.

Section 3.05 No Other

Representations and Warranties. Buyer acknowledges, agrees, represents and warrants that other than the express representations and

warranties by Seller and the Company set forth in Article III, neither Seller, the Company nor the Company Managing Member has directly

or indirectly made any representations or warranties to the Buyer or the Buyer Manager.

ARTICLE IV.

CLOSING CONDITIONS

Section 4.01 Conditions

to Obligations of Buyer. The obligations of Buyer under this Agreement with respect to the Closing are subject to the satisfaction

at or prior to the Closing of the following conditions:

(a) Representations

and Warranties. The representations and warranties of Seller and the Company set forth herein shall be true and correct on and as

of the Closing Date.

(b) Performance.

Seller shall have performed and complied with all agreements, obligations, and conditions set forth in this Agreement that are required

to be performed or complied with by such Seller on or before the Closing.

by Seller. Seller shall, no later than two Business Days after the Effective Date, provide Buyer with true and correct copies of all

Governing Documents and all Lock-Up Agreements; and Buyer shall have completed all diligence of said documents and all other documents

reasonably deemed by it to be material to this transaction, to the satisfaction of the Buyer in its sole discretion.

(d) Documentation.

The parties shall have mutually agreed on the form and substance of all documents relating to this transaction, including without

limitation the Escrow Agreement, Transfer Documents, the Assignment and Assumption Agreement and the General Releases referred to herein.

As of the Closing, any Transfer Documents that are required in order to provide the Company and/or the Buyer with all right and power

to demand and receive the SpaceX Shares from the Fortune Offshore Fund in exchange for the FOF Interests shall have been fully executed.

(e) Escrow

Account. The Escrow Account shall have been funded in an amount equal to no less than the Purchase Price.

(f) Consents.

Any third party consents required to consummate the transactions contemplated by this Agreement (including without limitation from the

Company, the Fortune Offshore Fund, SpaceX, Gigafund Management Company, LLC, any governmental entity, or any other Person) shall

have been obtained and delivered to the Buyer.

Section 4.02 Conditions

to Obligations of the Seller. The obligations of the Seller under this Agreement with respect to the Closing are subject to the satisfaction

at or prior to the Closing of the following conditions:

(a) Representations

and Warranties. The representations and warranties of the Buyer set forth herein shall be true and correct on and as of the Closing

Date.

(b) Performance.

Buyer shall have performed and complied in all material respects with all agreements, obligations and conditions contained in this Agreement

that are required to be performed or complied with by it on or before the Closing.

Section 4.03 Termination.

(a) Outside

Closing Date. If the Closing has not occurred on or before the Outside Closing Date, (i) either the Buyer or Seller may terminate

this Agreement and all obligations and rights of the Parties hereto by a written notice to the other (a “Termination Notice”),

or (ii) the Buyer and Seller may extend the Closing Date one or more times by a mutual writing to such date as the Parties so agree therein

(b) Effect

of Termination. Upon delivery of a valid Termination Notice, this Agreement and all rights and obligations of the parties hereto shall

terminate and be of no further force or effect without any liability to any Party., except that if any or all of the Purchase Price has

been previously wired to the Escrow Account, Seller shall promptly return such funds to the Buyer.

ARTICLE V.

GENERAL

PROVISIONS

Section 5.01 Notices.

All notices, requests and other communications hereunder must be in writing and shall be deemed to have been duly given only if delivered

personally or by email transmission or mailed (first class postage prepaid) to the parties at the following addresses or facsimile numbers:

If to the Company (prior to Closing) or the Seller:

Capital Truth Holdings Ltd.

Attention: Operations

Email: Operations@CapitalTruthHoldings.com

with a copy to: Global Corporate Management Ltd.

Rosetta House

21 Rosetta Street

PO Box SS-5212

Nassau Bahamas

Attention: Jerome Gomez

Email: Jpgomez@globalcmltd.-com

If to Buyer or the Buyer Manager or, following Closing, the

Company:

Trendy Reach Holdings Limited

20F Foyer, 625 King’s Road, North Point, Hong Kong S.A.R.

Attention: Triller Group Inc.

Email: almond.wong@agba.com

with a copy to:

Loeb & Loeb LLP

345 Park Ave, New York, NY 10154

Attn: Lawrence Venick

Telephone No: (310) 728-5129

Email: lvenick@loeb.com

Triller Group Inc.

1301 N Broadway, STE 98065, Los Angeles, CA 90012

Attention:

Ng Wing Fai

Email: wfn@agba.com

All such notices, requests and other

communications shall (i) if delivered personally to the address as provided in this Section 5.01, be deemed given upon delivery,

(ii) if delivered by email transmission to the facsimile number as provided in this Section 5.01, be deemed given upon receipt, and

(iii) if delivered by mail in the manner described above to the address as provided in this Section 5.01, be deemed given upon

sending (in each case regardless of whether such notice, request or other communication is received by any other Person to whom a

copy of such notice is to be delivered pursuant to this Section 5.01). Any Party from time to time may change its address,

facsimile number or other information for the purpose of notices to that Party by giving notice specifying such change to the other

Party.

Section 5.02 Waiver.

Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver

shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition.

No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as

a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement

or by law or otherwise afforded, shall be cumulative and not alternative.

Section 5.03 Amendment. This Agreement

may be amended, supplemented or modified only by a written instrument duly executed by or on behalf of each Party.

Section 5.04 Assignment. Neither Party

may assign this Agreement or any of its rights or obligations hereunder to any third party without the express written consent of the

other Party.

Section 5.05 Binding Effect. This Agreement

is binding upon, inures to the benefit of and is enforceable by the Parties and their respective permitted successors and assigns.

Section 5.06 Headings. The headings used

in this Agreement have been inserted for convenience of reference only and do not define or limit the provisions hereof.

Section 5.07 Rules of

Construction. References herein to Schedules, Exhibits, and other attachments shall be to the particular Schedule, Exhibit, or attachment

attached hereto, all of which are incorporated herein by reference. References herein to Sections and Articles shall be to the particular

Section or Article hereof and to no other document. All dollar amounts set forth herein are in United States dollars.

Section 5.08 Governing Law. This Agreement

shall be governed by and construed in accordance with laws of The Bahamas.

Section 5.09 Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument, and this Agreement may be executed by facsimile, digital scan, or online means for signing digitally

stored documents.

Section 5.10 Certain Definitions. Capitalized

terms used but not defined herein shall have the following meanings:

“Business Day”

means any day other than a Saturday, Sunday, or a day on which commercial banks in Nassau, The Bahamas, are authorized or required by

applicable law to be closed.

“Company Governing

Documents” means all documents pertaining to the governance of the Company (these may be specified in a mutually agreed upon

exhibit at a later date).

“Fortune Offshore

Fund Governing Documents” means all documents pertaining to the formation and governance of the Fortune Offshore Fund (these

may be specified in a mutually agreed upon exhibit at a later date but should include the relevant LPA’s and PPM’s); and will

include, without limitation, all documents pertaining to the right of the Company to request, demand and/or receive SpaceX Shares that

are currently represented by the FOF Interests.

“Governing

Documents” means the Company Governing Documents and the Fortune Offshore Fund Governing Documents.

Signature page follows

IN WITNESS WHEREOF, this Agreement has been duly

executed and delivered by the duly authorized person of each party hereto as of the date first above written.

BUYER: Trendy Reach Holdings Limited

By:

/s/ Ng Wing Fai

Name:

Ng Wing Fai

Title:

Chief Executive Officer

BUYER MANAGER:

By:

/s/ Ng Wing Fai

Name:

Ng Wing Fai

Title:

Chief Executive Officer and Director

SELLER: Capital Truth Holdings Limited

a Commonwealth of the Bahamas limited liability company

By:

Authorized Signatory

THE COMPANY: Capital Truth Holdings Ltd. SAC1

By:

Authorized Signatory

COMPANY MANAGING MEMBER:

By:

Name:

Title:

EX-99.1 — PRESS RELEASE DATED JUNE 25, 2026

EX-99.1

Filename: ea029541201ex99-1.htm · Sequence: 3

Exhibit 99.1

Triller Group (Nasdaq: ILLR) to Acquire Significant

SpaceX Position as a Strategic Treasury Asset

Transaction places SpaceX exposure directly on the Company’s

balance sheet as a strategic treasury holding

LOS ANGELES, June 25, 2026 (GLOBE NEWSWIRE) -- Triller Group

Inc (Nasdaq: ILLR; ILLRW) (“Triller” or the “Company”) today announced that it has entered into definitive agreements

to acquire a significant position providing economic exposure to SpaceX (Nasdaq: SPCX), to be held as a strategic treasury asset on the

Company’s balance sheet.

The Company is acquiring the position — held through an established

fund structure — through a wholly-owned special-purpose subsidiary, financed through a secured financing arrangement. The position

was established well ahead of SpaceX’s public listing and is being acquired at a meaningful discount to its current market value.

“This is a transformational step for our Company,” said Wing-Fai Ng, Group Chief Executive Officer. “SpaceX is one

of the most extraordinary companies of our generation, and we are securing meaningful exposure to it at a compelling entry point and placing

it at the very heart of our balance sheet. We believe this fundamentally changes how investors should look at Triller, and we are proud

to give our shareholders a stake in that story.”

The transaction establishes a dedicated SpaceX treasury position and

positions Triller as one of the only Nasdaq-listed companies with disclosed, balance-sheet SpaceX exposure. The financing is secured

by the underlying position, and the Company retains a portion of the position as treasury for the benefit of its shareholders.

The Company expects the transaction to close in the coming days, subject

to the satisfaction of customary conditions, and intends to provide further detail in its filings with the U.S. Securities and Exchange

Commission (“SEC”).

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, Investor Relations and Communications

IR@agba.com

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

Jun. 23, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

Jun. 23, 2026

Entity File Number

001-38909

Entity Registrant Name

TRILLER GROUP INC.

Entity Central Index Key

0001769624

Entity Tax Identification Number

33-1473901

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1301 N Broadway, STE 98065

Entity Address, City or Town

Los Angeles

Entity Address, State or Province

Entity Address, Postal Zip Code

90012

City Area Code

947

Local Phone Number

622-9043

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock, $0.001 par value

Title of 12(b) Security

Common Stock, $0.001 par value

Trading Symbol

ILLR

Security Exchange Name

NASDAQ

Warrants, each warrant exercisable for one-quarter of one share of Common Stock for $23.00 per full share

Title of 12(b) Security

Warrants, each warrant exercisable for one-quarter of one share of Common Stock for $23.00 per full share

Trading Symbol

ILLRW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=ILLR_CommonStock0.001ParValueMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=ILLR_WarrantsEachWarrantExercisableForOnequarterOfOneShareOfCommonStockFor23.00PerFullShareMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: