Triller Group Inc. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock and warrant are currently listed on Nasdaq Capital Market under the symbol “ILLR” and “ILLRW.” Holders of Record As of December 31, 2024, we had 162,166,248 shares of common stock issued and outstanding, and 4,825,000 warrants outstanding. As of December 24, 2025, there were 1,945 registered holders of record of our common stock and 207 registered holders of record of our warrants. Such numbers do not include beneficial owners holding our securities through nominee names. The actual number of holders of our common stock and warrants may be greater than our record holders. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends in the immediate future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business and to potentially repay any indebtedness and, therefore, we do not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our Board, subject to compliance with covenants in current and future agreements governing our and our subsidiaries’ indebtedness, and will depend on our results of operations, financial condition, capital requirements and other factors that our board may deem relevant. Purchases of Equity Securities by the Issuer and Affiliated Purchasers On November 7, 2023, we entered into private placement binding term sheets with an institutional investor, our Chief Executive Officer, Mr. Ng Wing Fai, and our management team pursuant to which we will receive gross proceeds of approximately $5,128,960, in consideration of (i) 7,349,200 ordinary shares of our ordinary shares, and (ii) warrants to purchase up to 1,469,840 ordinary shares at a purchase price of $0.70 per ordinary share and associated warrants. The Company closed the private placement on May 2, 2024. On January 24, 2025, we entered into a Securities Purchase Agreement with KCP Holdings Limited, a Cayman Islands exempt company for a private placement offering of an aggregate of $14,000,000 in shares of common stock and warrants of the Company. The shares were be sold at $2.20 per share. Additionally, KCP Holdings Limited will receive a warrant to purchase an equivalent number of shares at an exercise price of $5.00 per share. These warrants will become exercisable six months after issuance and will remain exercisable for five years. Recent Sale of Unregistered Securities and Use of Proceeds There have been no other unregistered sales of equity securities during the year ended December 31, 2024, which have not been previously disclosed on a Current Report on Form 8-K. 97 Securities Authorized for Issuance under Equity Compensation Plans The following table provides information as of December 31, 2024 with respect to the shares of the Company’s ordinary shares that may be issued under the TRILLER GROUP INC. Share Award Scheme. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 36,985,103 4.92 24,893,022 Equity compensation plans not approved by security holders — — — Total 36,985,103 4.92 24,893,022 Performance Graph We are a “smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are not required to provide the information required by paragraph (e) of Item 201 of Regulation S-K. ITEM 6. [Reserved]