New York, October 22, 2026 / PRNewswire / -- Pomerantz LLP announces that a class action lawsuit has been filed against Triller Group Inc. (hereinafter referred to as “Triller” or “the Company”) (NASDAQ: ILLR) and certain of its senior executives.
This class action has been filed with the United States District Court for the Central District of California, with the case number 26- cv-11989. The group represented by the lawsuit includes all individuals and entities that purchased or otherwise acquired Triller securities between October 16, 2024, and December 29, 2025 (including both start and end dates), referred to hereinafter as the "class action period," except for the defendants. The lawsuit aims to recover losses incurred due to the defendants' alleged violations of federal securities laws, and seeks relief from the company and certain executives in accordance with Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as Section 10b-5 thereof.
If you are an investor who purchased or acquired Triller securities during the class action period, you may request the court to appoint you as the lead plaintiff in this case by December 14, 2026. Copies of the complaint are available at www.pomerantzlaw.com. For discussions regarding this case, please contact Danielle Peyton at the email address [email protected] and telephone number 646-581-9980 (or toll-free at 888.4-POMLAW ext. 7980). Those consulting via email are advised to attach their mailing address, phone number, and the number of shares purchased.
Triller, formerly known as AGBA Group Holding Limited ("AGBA"), is a wealth management and healthcare institution that was initially headquartered in Hong Kong and established under the laws of the British Virgin Islands.
On October 15, 2024, AGBA completed a merger transaction ("this merger"), with counterparties including Triller Corp ("Legacy Triller"), among others. Legacy Triller is a Delaware-based company that claims to operate the next-generation, artificial intelligence-driven social media and live event platform for creators. Following the merger, AGBA was registered in the United States and became a Delaware corporation; Legacy Triller became a wholly-owned subsidiary of AGBA; AGBA was renamed ".Triller Group Inc." The merged company is said to have begun operating the respective businesses of AGBA and Legacy Triller simultaneously.
On October 16, 2024, the securities of the merged company began to trade on the NASDAQ Capital Market ( NASDAQ ). As a result, the company is required to comply with NASDAQ's listing and periodic reporting requirements, including submitting quarterly and annual reports to the U.S. Securities and Exchange Commission ( SEC ) on time. Although the merger proxy materials disclosed significant deficiencies and shortcomings in the internal control over financial reporting, which could have a negative impact on the defendant's ability to comply with relevant listing requirements, these risks were explicitly attributed to the business and operations of Legacy Triller, rather than AGBA or the merged company.
In the period surrounding the merger, the company consistently promoted several assets it allegedly acquired in the merger, including BJWKEEP00001, which hosts live and streaming fighting events ("BJWKEEP00002"). The company described BJWKEEP00004 as "the fastest-growing fighting league in the industry."
The complaint alleges that throughout the duration of the class action, the defendant made material false and misleading statements regarding the company's business, operations, and compliance policies. Specifically, the defendant made false and/or misleading statements, and/or failed to disclose the following matters:
(i) The control of Triller over BKFC and the basis for consolidation are not solid, and are either exaggerated or simply do not exist at all;(ii) Triller is unable to submit one or more periodic financial reports to SEC in a timely manner in accordance with NASDAQ's listing requirements, partly due to accounting issues related to the aforementioned matters;Therefore, the risk of Triller being delisted by NASDAQ increases;( iv ) Accordingly, there are deficiencies in the information disclosure controls and procedures of Triller, and the full scope and severity of its financial control issues have been downplayed, while the overall benefits of this merger have been exaggerated;(v) The defendant also exaggerated the ability of Triller to resolve its issues that did not meet NASDAQ listing requirements;Therefore, the defendant's public statements during the relevant period were false in significant respects and misleading.The truth began to emerge on March 31, 2025. On that day, Triller submitted a 10-K filing to SEC, disclosing its inability to submit the quarterly and annual 10-K reports (the “2024 10-K”) for the period ending December 31, 2024, on time. The reason given was that “additional time was required to complete the financial statements that would be included in this 10-K filing,” and that attempting to submit them on time would involve “unreasonable effort or cost.”
After the announcement of the news, the stock price of Triller closed at $6.40 per share on April 1, 2025, a decrease of $1.40, representing a decline of 17.95%.
On April 23, 2025, Triller issued a press release stating that the company had received a late notice from the NASDAQ listing qualification department (“NASDAQ Staff”) due to the failure to submit the 2024 10-K form to SEC in a timely manner. The same press release also mentioned that Triller expects to submit the 2024 10-K form to SEC within 60 calendar days after receiving the notice.
After the announcement of the news, the stock price of Triller closed at $13.80 per share on April 24, 2025, a decrease of $0.50, representing a decline of 3.5%.
On May 23, 2025, Triller issued a press release stating that the company had received another overdue notice from NASDAQ Staff due to its failure to submit the 10-Q quarterly report (“2025 First Quarter 10-Q”) for the first quarter ending March 31, 2025, to SEC in a timely manner.
After the announcement of the news, the stock price of Triller closed at $6.10 per share on the next trading day, May 27, 2025, representing a decrease of $1.50 or a decline of 19.74%.
On August 22, 2025, Triller issued a press release stating that the company once again received a notice of non-compliance from NASDAQ Staff due to its failure to submit the 2024 10-K, the first quarter of 2025 10-Q, and the second quarter report (as of June 30, 2025) 10-Q (“2025 Second Quarter 10-Q”) to SEC in a timely manner. The press release assured investors that “the company is working hard to complete the overdue filings and expects to submit the overdue documents as soon as practicable”; it also reassured investors by stating that “on August 19, 2025, the company received a extension letter from NASDAQ... NASDAQ has further extended the deadline, allowing the company to submit the overdue documents by October 13, 2025.”
On October 20, 2025, Triller issued a press release stating that the company received a delisting notice from NASDAQ Staff due to its failure to submit the 2024 10-K, the first quarter of 2025 10-Q, and the second quarter of 2025 10-Q reports to SEC in a timely manner. The press release also assured investors that Triller was taking necessary measures to prevent NASDAQ from delisting its securities.
On November 21, 2025, Triller issued a press release stating that the company received another delisting notice from NASDAQ Staff due to its failure to submit the 10-Q quarterly report (‘2025 Third Quarter 10-Q’) for the third quarter ending September 30, 2025, to SEC in a timely manner.
After the announcement of the news, the stock price of Triller closed at $4.12 per share on the next trading day, November 24, 2025, a decrease of $0.71, representing a decline of 14.7%.
Subsequently, on December 30, 2025, Triller issued a press release stating that on December 26, 2025, the company received a decision letter from the NASDAQ hearing panel confirming that the company's securities would be suspended from trading on the NASDAQ stock market and delisted starting from December 30, 2025, due to the company's failure to submit two periodic reports by the deadline of December 24, 2025, set by the hearing panel. The press release further disclosed that the delay in submission was mainly attributed to a remaining technical issue related to the consolidation of accounts of a US business operating entity of Triller Group; at that time, it was not yet disclosed that this entity was BKFC.
After the announcement of the news, the stock price of Triller fell by a cumulative amount of $3.38 over the following two trading days, representing a decline of 91.35%, and closed at $0.32 per share on December 31, 2025.
On January 26, 2026, Triller submitted the Form 8-K current report to SEC, finally disclosing that "since the acquisition by AGBA on October 15, 2024 (the 'acquisition date'), it should not be included in the company's consolidated financial statements for consolidation." The document explains that "although the company has held the majority of the equity in BKFC since the acquisition date, it has lost control over BKFC and no longer possesses the power to make the most significant decisions or influence the economic performance of BKFC, which is a requirement for consolidation under ASC 810 'Consolidation.'" Therefore, "based on control analysis, since the acquisition date, the company has accounted for its investment in BKFC using the cost method in accordance with ASC 321, rather than including BKFC as a subsidiary in the consolidated financial statements."
On the same day, Triller finally submitted its 10-K for 2024, 10-Q for the first quarter of 2025, 10-Q for the second quarter of 2025, and 10-Q for the third quarter of 2025 to SEC. The delayed disclosure in the 2024 10-K stated, "As of December 31, 2024, our management assessed the effectiveness of the internal control over financial reporting" and "identified a material weakness related to the company's failure to properly assess and apply consolidation accounting standards regarding the investment in [BKFC]; after the company completed the acquisition on October 15, 2024, BKFC should have been classified as an investment measured at cost impairment in the company's consolidated financial statements."
Triller Securities were ultimately suspended from trading on NASDAQ from December 30, 2025, to April 15, 2026; on the day before April 15, 2026, the company demonstrated that it had once again met the current requirements of NASDAQ's listing rules, thereby satisfying the conditions for resuming trading.
Triller last received a non-compliance notice from NASDAQ Staff on September 2, 2026. At the time of filing the lawsuit, the current trading price of its common shares had dropped to penny stock levels.
Pomerantz LLP has offices in New York, Chicago, Los Angeles, London, Paris, and Tel Aviv, and is considered one of the leading law firms in the fields of corporate, securities, and antitrust class actions. The firm was founded by the late Abraham L Pomerantz, who is hailed as a pioneer in the field of class action litigation. Pomerantz pioneered the field of securities class actions. More than 85 years later, Pomerantz continues this tradition, fighting for the rights of victims of securities fraud, breach of fiduciary duty, and corporate misconduct. The firm has secured billions of dollars in compensation for its class members. For more information, please refer to www.pomlaw.com.
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Contact Information:
Danielle PeytonPomerantz LLP[ email protected ]646-581-9980, extension 7980
