Triller Group Inc.

Defendants made materially false and misleading statements regarding the Company's business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Triller's control over and consolidation of BKFC was tenuous, overstated, and/or non-existent; (ii) Triller could not timely file one or more of its periodic financial reports with the SEC as required by the NASDAQ's listing requirements, in part, because of accounting issues related to the foregoing; (iii) as a result of all the foregoing, Triller was at an increased risk of being delisted from the NASDAQ; (iv) accordingly, Triller's disclosure controls and procedures were deficient, the full scope and severity of issues with its financial controls were understated, and the overall benefits of the Merger were overstated; (v) Defendants likewise overstated Triller's ability to address its non-compliance with the NASDAQ's listing requirements; and (vi) as a result, Defendants' public statements were materially false and misleading at all relevant times. The truth began to emerge on March 31, 2025, when Triller filed a Form NT 10-K with the SEC, disclosing its inability to timely file its annual report on Form 10-K for the quarter and year ended December 31, 2024 (the "2024 10-K") "without unreasonable effort or expense" "because it requires additional time to finalize its financial statements to be included in such Form 10-K." On this news, Triller's stock price fell $1.40 per share, or 17.95%, to close at $6.40 per share on April 1, 2025. On April 23, 2025, Triller issued a press release announcing its receipt of a delinquency notification letter from the Listing Qualifications Staff of NASDAQ (the "NASDAQ Staff") because of the Company's failure to timely file the 2024 10-K with the SEC. The same press release claimed that Triller expected to file the 2024 10-K with the SEC within 60 calendar days of receipt of the letter. On this news, Triller's stock price fell $0.50 per share, or 3.5%, to close at $13.80 per share on April 24, 2025. On May 23, 2025, Triller issued a press release announcing its receipt of another delinquency notification letter from the NASDAQ Staff because of its failure to timely file its quarterly report on Form 10-Q for its first quarter ended March 31, 2025 (the "Q1 2025 10-Q") with the SEC. On this news, Triller's stock price fell $1.50 per share, or 19.74%, to close at $6.10 per share on May 27, 2025, the next trading day. On August 22, 2025, Triller issued a press release announcing its receipt of another delinquency notification letter from the NASDAQ Staff because of its failure to timely file its 2024 10-K, Q1 2025 10-Q, and quarterly report on Form 10-Q for its second quarter ended June 30, 2025 (the "Q2 2025 10-Q") with the SEC. The press release assured investors that "[t]he Company is working diligently to complete its Delinquent Filings and expects to file its Delinquent Filings as soon as practicable", while reassuring investors that, "[o]n August 19, 2025, the Company received an extension letter . . . from Nasdaq, which has granted a further extension of time to enable the Company to file the Delinquent Filings on or before October 13, 2025." On October 20, 2025, Triller issued a press release announcing its receipt of a delisting determination letter from the NASDAQ Staff because of its failure to timely file its 2024 10-K, Q1 2025 10-Q, and Q2 2025 10-Q with the SEC. This press release, too, assured investors that Triller was taking necessary steps to prevent the NASDAQ from delisting its securities. On November 21, 2025, Triller issued a press release announcing its receipt of an additional delisting determination letter from the NASDAQ Staff because of its failure to timely file its quarterly report on Form 10-Q for its third quarter ended September 30, 2025 (the "Q3 2025 10-Q") with the SEC. On this news, Triller's stock price fell $0.71 per share, or 14.7%, to close at $4.12 per share on November 24, 2025, the next trading day. Then, on December 30, 2025, Triller issued a press release announcing its receipt of "a determination letter from a Nasdaq Hearings Panel on December 26, 2025, confirming the suspension of trading on the Nasdaq Stock Market effective at the open of the market on December 30, 2025 and delisting of the Company's securities", "stem[ming] from the Company not having been able to file two periodic reports by a deadline of December 24, 2025 set by the Hearings Panel." The press release further disclosed that "[t]he filing delay is attributable primarily to one remaining technical matter involving the consolidation of accounts for a U.S.-based operation within Triller Group"-not yet disclosed to be BKFC. On this news, Triller's stock price fell $3.38 per share, or 91.35%, over the following two trading sessions, to close at $0.32 per share on December 31, 2025. On January 26, 2026, Triller filed a current report on Form 8-K with the SEC, finally disclosing that BKFC "should be deconsolidated in the Company's consolidated financial statements form [sic] the acquisition date by AGBA . . . on October 15, 2024 (the Acquisition Date')." The filing explained that, "[w]hile the Company held a majority equity interest in BKFC from the Acquisition Date, it lost the control over the BKFC and no longer possessed the power to direct the activities or key decisions that most significantly impacted BKFC's economic performance, as required for consolidation under ASC 810, Consolidation." Accordingly, "[b]ased on the control analysis, the Company . . . accounted its investment in BKFC at cost under ASC 321, from the Acquisition Date, rather than consolidating BKFC as a subsidiary in its consolidated financial statements." The same day, Triller finally filed its 2024 10-K, Q1 2025 10-Q, Q2 2025 10-Q, and Q3 2025 10-Q with the SEC. The 2024 10-K belatedly disclosed that, "[a]s of December 31, 2024, our management assessed the effectiveness of our internal control over financial reporting" and "identified a material weakness related to the Company's failure to properly evaluate and apply consolidation accounting standards to the investment in [BKFC], whereby BKFC should be classified as investment at cost less impairment in the Company's consolidated financial statements for the acquisition by the Company on October 15, 2024." Triller's securities were ultimately suspended from trading on the NASDAQ from December 30, 2025 to April 15, 2026-the day after the Company satisfied the NASDAQ's conditions to resume trading by demonstrating its current compliance with the NASDAQ's listing rules. Triller most recently received a notice of non-compliance from the NASDAQ Staff on September 2, 2026 and, as of the time of the filing of the complaint, its common stock currently trades for pennies.