United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 27, 2026, Triller Group Inc. (the “Company”) received notice from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, based on the Company’s market value of listed securities (“MVLS”) for the 30 consecutive business days ended August 25, 2026, the Company no longer satisfies Nasdaq Listing Rule 5550(b)(2), which requires certain companies listed on The Nasdaq Capital Market to maintain a minimum MVLS of $35 million, which deficiency could result in the delisting of the Company’s securities from Nasdaq. The Company was provided seven calendar days to submit a plan to regain compliance with the MVLS requirement, which the Company will timely provide for review by the Nasdaq Hearings Panel (the “Panel”). The Company intends to submit its plan to reestablish compliance with the MVLS requirements.
As previously disclosed, notwithstanding the Company’s timely compliance with all applicable criteria for continued listing on The Nasdaq Capital Market in accordance with the Panel’s earlier decision in this matter, including the $1.00 bid price requirement, the Panel subsequently determined to exercise its purported discretionary authority to maintain jurisdiction over the Company through October 14, 2026. In its most recent decision whereby the Company was deemed to be compliant with all applicable listing criteria, the Panel stated that, in the event the Company fails to satisfy any requirement for continued listing on The Nasdaq Capital Market on or before October 14, 2026, the Company would again be subject to delisting and provided seven calendar days to present a compliance plan without the benefit of a plan period or otherwise automatic compliance period applicable to similarly situated issuers on Nasdaq.
On August 26, 2026, counsel for the Company sent a letter to the Panel disputing the basis on which the Panel purported to retain jurisdiction over the Company through October 14, 2026. The Company believes that Nasdaq Listing Rule 5815(c)(1)(A) does not authorize a Hearings Panel to retain continuing jurisdiction over an issuer following a determination that the issuer has satisfied all applicable continued listing criteria, and that the prospect of delisting without notice or an opportunity to cure for one category of deficiency, while other deficiencies are afforded a notice and cure period, raises concerns under Section 6(b)(7) of the Securities Exchange Act of 1934, which requires that a national securities exchange’s rules provide a fair procedure for disciplining its members. The Company has asked the Panel to confirm that it is not subject to continued jurisdiction on this basis and that any future deficiency will be addressed through the process generally available to other Nasdaq-listed issuers. The Company is evaluating its options with respect to this matter, which may include further engagement with Nasdaq and, if the matter is not resolved, seeking judicial relief, including in federal district court, to resolve the scope of the Panel’s authority under the Nasdaq Listing Rules. There can be no assurance as to the outcome of these efforts.
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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: September 2, 2026 | |||
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