UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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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).
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Item 7.01. Regulation FD Disclosure.
The Company would like to clarify its response to Question 6 contained in the Shareholder Q&A. Although the Company’s shareholders
approved at the AGM a generic resolution authorizing the issuance of shares of common stock (or securities convertible into or exercisable
for common stock) in one or more private placements in excess of 20% of the Company’s outstanding common stock, the Company was
notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq will not accept the generic
omnibus resolution as sufficient to satisfy Nasdaq’s applicable shareholder approval requirements.
The Company would like to make clear that, since the omnibus resolution was approved at the AGM on June 10, 2026, the Company has not
completed any financings or issued any securities pursuant to the omnibus resolution. If and when the Company elects to issue additional
securities, the Company must, and intends to, comply with all applicable Nasdaq listing rules and policies, and specifically with respect
Nasdaq’s shareholder approval requirements as may be applicable to any individual financing and/or aggregate financings that may
result in the issuance of shares of common stock (or securities convertible into or exercisable for common stock).
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
The following exhibits are being filed herewith:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release dated July 1, 2026 |
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SIGNATURES
Pursuant to the requirements of the Securities 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: July 1, 2026 | ||
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