What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-04-14 compared with 2026-01-26 · 49 added, 36 removed, 3 unchanged (97% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

common stock and warrant are currently listed on Nasdaq Capital Market under the symbol “ILLR” and “ILLRW.”

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.

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.

have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends in the immediate future.

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.

of Equity Securities by the Issuer and Affiliated Purchasers

November 7, 2023, we entered into private placement binding term sheets with an institutional investor, our Chief Executive Officer,

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.

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, 2025, we had 197,266,991 shares

of common stock issued and outstanding, and 23,235,146 warrants outstanding.

As of December 31, 2025, there were 1,943 registered holders

of record of our common stock and 194 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.

We have not paid any cash dividends on our common stocks 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.

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

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.

Sale of Unregistered Securities and Use of Proceeds

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.

Authorized for Issuance under Equity Compensation Plans

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.

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.

of Unregistered Securities and Use of Proceeds

There have been no other unregistered sales of

equity securities during the year ended December 31, 2025, which have not been previously disclosed on a Current Report on Form 8-K.

Securities Authorized

for Issuance under Equity Compensation Plans

The following table provides information as of December 31, 2025 with

respect to the shares of the Company’s common stocks that may be issued under the TRILLER GROUP INC.

Share Award Scheme.

Plan Category

available for

Equity compensation plans approved by security

Equity compensation plans not approved by security

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.

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity