Item 5. Market for Registrant’s Common Equity
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, 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.
Dividends
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.
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, 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
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]
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