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~~May 2329, 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~~Receipt orof ~~Failure~~Exception to ~~Satisfy~~Regain aCompliance ~~Continued~~with ~~Listing~~Nasdaq ~~Rule~~Bid orPrice ~~Standard~~Rule

AsOn ~~previously~~May ~~disclosed~~29, ~~on March 24,~~ 2026, ~~pursuant to~~the anNasdaq ~~appeal~~Hearings byPanel ~~Triller Group Inc.~~ (the “~~Company~~Panel”), ~~the~~notified ~~Nasdaq~~Triller ~~Stock~~Group ~~Market~~Inc. ~~Listing and Hearing Review Council~~ (~~the~~ “~~Listing Council~~Triller”) ~~issued~~or ~~a decision (~~the “~~Listing Council Decision~~Company”) tothat ~~modify~~the aPanel ~~previous~~determined ~~December~~to ~~26, 2025 decision by a Nasdaq~~grant ~~Hearings~~Triller ~~Panel~~an exception to ~~delist~~ the ~~securities~~Listing Rules of ~~the~~The ~~Company~~Nasdaq ~~and~~Stock ~~suspend~~Market ~~trading~~(“Nasdaq” ofor the ~~Company’s~~“Exchange”) ~~shares,~~until ~~effective~~June ~~at the opening of~~30, ~~trading~~2026 onin ~~December~~order ~~30,~~to ~~2025,~~regain ~~for non-~~compliance with ~~Nasdaq~~ Listing Rule ~~5250~~5550(ca)(12) (the “~~Periodic~~Bid ~~Filing~~Price 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.

OnAs previously disclosed on April 1724, 2026, following a successful appeal by the Company ~~received~~to athe ~~delisting determination~~Nasdaq ~~letter~~Stock Market Listing and Hearing Review Council (the “~~Determination~~Listing ~~Letter~~Council”) ~~from~~which modified ~~the~~a ~~Listing~~previous ~~Qualifications~~December ~~Staff~~26, ~~(the~~2025 ~~“Staff”)~~decision ofby ~~the~~a Nasdaq ~~Stock~~ ~~Market~~Hearings ~~LLC~~Panel ~~(“Nasdaq”)~~to ~~based~~delist onthe securities of the Company and suspend trading of the Company’s shares for non-compliance with Nasdaq Listing Rule ~~5550~~5250(ac)(21) (the “~~Minimum Bid~~Periodic ~~Price~~Filing ~~Requirement~~Rule”), asthe securities of ~~December~~the 29Company resumed trading on the Exchange on April 16, ~~2025~~2026. The ~~Delisting~~Listing ~~Letter~~Council ~~does~~had ~~not~~issued ~~result~~its indecision on March 24, 2026 (the ~~immediate~~“Listing Council ~~delisting~~Decision”). The resumption of trading occurred on the day after the Company’s satisfied the conditions of the Listing Council ~~common~~Decision, ~~stock~~upon ~~from~~Triller ~~Nasdaq~~having ordemonstrated ~~state~~its acurrent ~~date~~compliance onwith ~~which~~the ~~Staff~~Periodic ~~intends~~Filing aRule ~~delisting~~by orfiling ~~suspension~~with tothe ~~occur~~Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the year-ended December 31, 2025.

AsFollowing ~~previously~~the ~~disclosed,~~Decision onby ~~June~~the ~~30,~~Listing ~~2025, the~~Council ~~Company~~and ~~received~~prior ato ~~letter (~~the ~~“Deficiency~~resumption ~~Notice”)~~of ~~from~~Triller’s ~~the~~securities ~~Staff~~trading ~~notifying~~on the ~~Company that~~Exchange, ~~based~~ on April 6, 2026, the ~~closing~~Nasdaq ~~bid~~Regulation ~~price~~Staff (“Staff”) ofsubmitted to the ~~Company’s~~Listing ~~common~~Council ~~stock~~a ~~for~~“Clarification ~~the~~Request” ~~prior~~seeking 30to ~~consecutive~~amend ~~business~~the ~~days~~Listing Council Decision, which the ~~Company~~Listing Council nolimited ~~longer~~to ~~met~~ the ~~Minimum~~Periodic ~~Bid~~Filing ~~Price~~Rule, ~~Requirement. The~~to ~~Deficiency~~assert ~~Notice~~non-compliance ~~further~~by ~~notified~~ the Company ~~that,~~with inthe ~~accordance~~“Bid ~~with~~Price ~~Nasdaq~~Rule”. Under Nasdaq Listing Rule 5810(cd)~~(3)(A)~~, the ~~Company~~Staff ~~had~~issued ~~been provided~~ a ~~period~~Determination ofLetter ~~180~~as ~~calendar~~an ~~days,~~additional ordeficiency ~~until December 29~~notification, ~~2025,~~and in“[sought] ~~which~~guidance” from tothe ~~regain~~Listing ~~Minimum~~Council ~~Bid~~relating ~~Price~~to ~~Requirement~~bid price compliance. byOn ~~maintaining a~~April ~~closing~~20, ~~bid~~2026, ~~price of~~ the Company’s ~~common~~filed ~~stock~~with ofthe atListing ~~least~~Council $1the ~~per share for at least 10 consecutive business days during this~~Company’s ~~180-day~~response ~~period (Staff has the discretion~~ to ~~monitor~~ the ~~bid~~Staff’s ~~price~~request ~~for~~“seeking ~~period~~guidance.” upOn toApril 2021, ~~business days~~2026, ~~but~~the ~~generally~~Listing ~~not~~Council, ~~more~~after ~~than~~reviewing 20the ~~business~~Staff’s ~~days).~~and ~~The~~the Company’s ~~did~~submissions, ~~not~~notified ~~regain~~Staff ~~compliance during that period,~~ and ~~its~~the ~~common~~Company ~~stock~~that ~~did~~the ~~not~~Listing ~~close~~Council atbelieved athat ~~bid~~it ~~price~~is ofup atto ~~least~~the $1Panel ~~per share~~to ~~on December 29, 2025, rendering~~ adjudicate the Company’s ~~ineligible~~Bid ~~for~~Price anRule ~~additional~~noncompliance ~~180-day~~and ~~period~~remanded inthe ~~which~~matter to ~~regain~~the ~~compliance~~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 ~~5810~~5815(c)(31)(A), ~~provides~~to ~~that: “If~~regain compliance with the ~~Company~~Minimum ~~does~~Bid ~~not~~Price ~~regain~~Requirement. ~~compliance~~Following ~~within~~briefing by the ~~specified~~Company ~~cure~~and orthe ~~compliance~~Staff, ~~period~~on May 29, ~~[then]~~2026, the ~~Listing~~Company ~~Qualifications~~received ~~Department~~a letter from ~~will~~the ~~immediately~~Panel ~~issue~~stating athat ~~Staff~~it ~~Delisting~~had ~~Determination~~determined ~~letter.”~~to ~~Staff~~grant ~~did~~the ~~not~~Company ~~issue~~an aexception ~~delisting~~to ~~determination~~the ~~letter~~Bid ~~immediately after~~Price Rule, pursuant to which the Company’s ~~common~~must ~~stock~~demonstrate compliance ~~closed~~with atthe Bid Price Rule by achieving a closing bid price ~~below~~of $1.00 ~~per~~or ~~share~~more for ten (10) consecutive business days on ~~December~~or 29before June 30, ~~2025~~2026.

~~Under~~Item ~~Nasdaq Listing Rule 5810(d), Staff issued the Determination Letter as an additional deficiency notification and notified the Listing Council~~9. 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, 202601. ~~On April~~ ~~20,~~Financial ~~2026,~~Statements ~~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:~~Exhibits.

~~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.~~(c) Exhibits:

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.

Exhibit No.		Description
99.1		Press release
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.1

The Company will submit its response to the Nasdaq Hearings Panel on April 24, 2026. The Company’s request will include 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 will inform 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

1Pursuant 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.

~~SIGNATURE~~TRILLER GROUP INC. By: /s/ Shu Pei Huang, Desmond Name: Shu Pei Huang, Desmond Title: Acting Chief Financial Officer

~~Pursuant~~Dated: toJune ~~the requirements of the Securities and Exchange Act of 1934~~2, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2026

~~TRILLER GROUP INC. By: /s/ Shu Pei Huang, Desmond Name: Shu Pei Huang, Desmond Title: Acting Chief Financial Officer~~2

Dated: April 24, 2026

Filing Compare · Triller Group Inc.