Form 8-K

8-K — Triller Group Inc.

Accession: 0001213900-26-071270

Filed: 2026-06-24

Period: 2026-06-22

CIK: 0001769624

SIC: 6282 (INVESTMENT ADVICE)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0295727-8k_triller.htm (Primary)

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TRILLER GROUP INC (ea029572701ex3-1.htm)

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8-K — CURRENT REPORT

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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 22, 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 5.03 Amendments

to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, on June 10, 2026, Triller

Group Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “Annual Meeting”) at 20F Foyer, 625

King’s Road, North Point, Hong Kong. As of May 13, 2025, the record date set by the Company’s Board of Directors, there were

198,854,372 shares of Common Stock, par value $0.001 per share (the “Common Stock”) and 11,801,804 shares of Series A-1 Preferred

Stock issued and entitled to be voted at the Special Meeting, of which 114,094,392 or approximately 54.16% of the total outstanding shares

of Common Stock and Series A-1 Preferred Stock, were represented in person or by proxy; therefore, a quorum was present. On

June 10, 2026, the board of the Company resolved that, pursuant to authority received at the Annual Meeting, the Company shall file with

the Secretary of State of the State of Delaware a certificate of amendment (the “Charter Amendment”) to its certificate of

incorporation (the “Certificate of Incorporation”), which effected a one-for-ten reverse stock split (the “Reverse Stock

Split”) of all of the Company’s outstanding shares of common stock, par value $0.001 per share (the “Common Stock”).

As a result of the Reverse Stock Split, every ten (10) shares of Common Stock were exchanged for one (1) share of Common Stock.

The Reverse Stock Split

did not affect the total number of shares of capital stock that the Company is authorized to issue, which remain as set forth pursuant

to the Certificate of Incorporation. No fractional shares were issued in connection with the Reverse Stock Split. Rather, stockholders

who would have received will pay cash in lieu of fractional shares. The Reverse Stock Split also has a proportionate effect on all other

options and warrants of the Company outstanding as of the effective date of the Reverse Stock Split.

The summary of the Charter

Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy

of which is attached to this Current Report on Form 8-K (this “Report”) as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

3.1

Certificate of Amendment to Certificate of Incorporation of Triller Group Inc.

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 24, 2026

EX-3.1 — CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TRILLER GROUP INC

EX-3.1

Filename: ea029572701ex3-1.htm · Sequence: 2

Exhibit 3.1

Delaware

The First State Page 1 I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED

IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “TRILLER GROUP INC.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND

DAY OF JUNE, A.D. 2026, AT 11:05 O`CLOCK A.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF

AMENDMENT IS THE TWENTY-SECOND DAY OF JUNE, A.D. 2026 AT 5 O'CLOCK P.M. 5112412 8100 Authentication: 204304456 SR# 20263474086

Date: 06-22-26 You may verify this certificate online at corp.delaware.gov/authver.shtml

State

of Delaware Secretary of State Division of Corporations Delivered 11:04 AM 06/22/2026 FILED 11:05 AM 06/22/2026 SR 20263474086 File Number

5112412 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF TRILLER GROUP INC. Triller Group Inc. (the "Corporation"),

a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

1. The name of the Corporation is Triller Group Inc. 2. The Board of Directors of the Corporation has duly adopted resolutions (i) authorizing

the Corporation to execute and file with the Secretary of State of the State of Delaware one or more amendments of the Corporation's

Certificate of incorporation (the "Certificate of Incorporation") to effect a reverse stock split at any time within one year

after the 2025 Annual Meeting by a ratio of no more than one-for-ten (1:10), with the timing and precise ratio of such reverse split

to be determined by the Board if effected, (ii) declaring such amendment to be advisable and in the best interest of the Corporation,

and (iii) calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation. 3. Upon this Certificate

of Amendment becoming effective, Section 5.02 of Article V of the Certificate of incorporation of the Corporation is hereby amended by

adding the following new paragraph (2): "5.02. Common Stock. (1) Except as otherwise required by law, as provided in this Certificate

of Incorporation, and as otherwise provided in the resolution or resolutions, if any, adopted by the board of directors of the Corporation

(the "Board of Directors") with respect to any series of the Preferred Stock, the holders of the Common Stock shall exclusively

possess all voting power. Each holder of shares of Common Stock shall be entitled to one vote for each share it holds. Subject to the

rights of holders of any series of outstanding Preferred Stock, holders of shares of Common Stock shall have equal rights of participation

in the dividends and other distributions in cash, stock, or property of the Corporation when, as and if declared thereon by the Board

of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall have equal rights to receive

the assets and funds of the Corporation available for distribution to stockholders in the event of any liquidation, dissolution, or winding

up of the affairs of the Corporation, whether voluntary or involuntary. (2) Upon effectiveness (the "Effective Time") pursuant

to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation, each ten (10) shares of

Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of

the respective holders thereof, be combined and converted into one (1) share of Common Stock (the "Reverse Stock Split"). No

fractional shares be issued, and in the event that a stockholder would otherwise be entitled to receive a fractional share upon the Reverse

Stock Split, he or she is will receive cash in lieu of fractional shares. Each certificate that immediately prior to the Effective Time

represented shares of Common Stock ("Old Certificate"), shall thereafter represent that number of shares of Common Stock into

which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to adjustment for fractional share

interests as described above. The Reverse Stock Split shall have no effect on the number of authorized stock, or pur value per share,

of the Corporation." 4. This Certificate of Amendment has been duly approved by the Board of Directors of the Corporation in accordance

with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware. 5. This Certificate of Amendment has been duly

approved by the holders of the requisite number of shares of capital stock of the Corporation in accordance with Section 242 of the General

Corporation Law of the State of Delaware and the applicable provisions of the Certificate of Incorporation. 6. This Certificate of Amendment

shall become effective at 5:00 p.m., Eastern Time, on June 22, 2026. [Remainder of Page Intentionally Left Blank]

WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 18th day

of June, 2026. Triller Group Inc. By: Name: Ng Wing Fai Title: Chief Executive Officer and Executive Officer

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