Triller Group Inc.

Current report

Our auditor, Enrome LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in Singapore, and is currently subject to inspection by the PCAOB on a regular basis. As of the date of this annual report, the PCAOB has not yet issued an inspection report for Enrome LLP.

Current report

Triller has material weakness in internal control over financial reporting

Current report

We have identified a material weakness in our internal control over financial reporting relating to the accounting treatment for our investment in Bare Knuckle Fighting Championships, Inc. (“BKFC”). Specifically, we lacked accounting personnel with the appropriate level of knowledge and experience to assess whether the Company continued to exercise significant influence over BKFC following certain changes in our ownership interest, resulting in the incorrect consolidation of BKFC’s results in our financial statements rather than accounting for the investment at cost less impairment under ASC 321.

Current report

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or quarterly financial statements will not be prevented or detected on a timely basis. While management has initiated remediation efforts, including engaging external subject matter experts and implementing additional training and review procedures, there can be no assurance that these measures will be sufficient to remediate the material weakness or prevent future material weaknesses from being identified.

Current report

If we are unable to remediate the material weakness, or if additional material weaknesses are identified in the future, it could adversely affect our ability to comply with our reporting obligations under the Exchange Act, result in restatements of previously issued financial statements, impair investor confidence, and limit our ability to access the capital markets.

Current report

Auditor Transition Risk

Current report

During the fiscal year ended December 31, 2025, we transitioned our independent registered public accounting firm from WWC, P.C. (PCAOB ID 1171) to Enrome LLP (PCAOB ID 6907). Transitions between audit firms require the new auditor to perform onboarding procedures, develop an understanding of the company’s accounting policies, internal controls and business operations, and perform its own independent audit procedures. These requirements may result in compressed audit timelines, increased audit fees, and potential delays in the filing of periodic reports with the SEC.

Current report

The Company has previously experienced significant delays in its periodic filings, and the auditor transition has contributed to compressed timelines for the completion of the FY2025 audit. There can be no assurance that the transition will not result in further filing delays or that issues may not be identified during the new auditor’s review that were not previously flagged by the predecessor auditor.

Current report

Inability to Adequately Fund Legal Defence

Current report

We are party to multiple significant litigation matters, as described in Item 3 and Note 21 to the consolidated financial statements, involving aggregate claimed damages substantially in excess of our current liquid resources. These matters include, among others, claims by Yorkville (approximately $38.1 million), outstanding music licensing obligations ($30.0 million), and numerous other claims from former officers, vendors and counterparties.

Current report

Our current liquidity position may limit our ability to adequately fund the defence of these matters. If we are unable to retain or compensate legal counsel, we face an increased risk of default judgments, adverse rulings on procedural motions, and unfavourable settlements. Any such outcomes could materially increase our liabilities and further impair our financial condition.

Current report

Our shares were delisted from Nasdaq, and while we are seeking to resume trading on Nasdaq, there can be no assurance that our shares will be reinstated or that trading will resume on a timely basis, or at all.

Current report

On October 14, 2025, we received a delisting determination letter, and on November 17, 2025, an additional delisting determination letter, from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that we were not in compliance with Nasdaq Listing Rule 5250(c)(1) due to our failure to timely file our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025.

Current report

We requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which was held on November 25, 2025. On December 3, 2025, the Panel issued a decision granting us an exception to continue our shares on Nasdaq, subject to specified conditions, including that we (i) bring current our past-due filings by December 24, 2025, (ii) demonstrate compliance with Nasdaq’s $1.00 per share minimum bid price requirement by February 27, 2026, and (iii) file our Annual Report on Form 10-K for the year ended December 31, 2025 by March 31, 2026. We requested an extension of the December 24, 2025 filing deadline; however, on December 26, 2025, we received a notice from the Nasdaq Hearings Panel (“Panel”) stating that the Panel had determined to delist our shares from Nasdaq and that trading in our shares on Nasdaq would be suspended effective with the open of the market on December 30, 2025. On January 9, 2026, we appealed the Panel’s decision to the Nasdaq Listing and Hearing Review Council (the “Listing Council”). On March 24, 2026, the Listing Council issued a decision modifying the Panel’s delisting determination, providing that if we file our Annual Report on Form 10-K for the year ended December 31, 2025 by March 31, 2026, or by April 15, 2026 in reliance on SEC Rule 12b-25, trading in our shares will resume on Nasdaq on the following trading day, subject to timely notice by us to Nasdaq’s Listing Qualifications Staff. If we fail to file within that timeframe, our shares will be immediately delisted with no further right of appeal.

Current report

There can be no assurance that we will be able to meet the conditions set forth by the Listing Council within the prescribed timeframes, or at all. Even if trading in our shares resumes on Nasdaq, we may face future compliance challenges, including compliance with Nasdaq’s continued listing standards. If we fail to regain or maintain listing on Nasdaq, our shares could remain delisted, which could materially and adversely affect the liquidity, market price, and volatility of our shares, limit investors’ ability to buy and sell its securities, reduce analyst coverage and investor interest, and impair our ability to raise capital or use our shares as consideration in strategic transactions. Any of these consequences could have a material adverse effect on our business, financial condition, results of operations, and prospects.** **

Current report

Our consolidated financial statements have been prepared assuming we will continue as a going concern. However, as disclosed in Note 3 to the consolidated financial statements, there is substantial doubt about our ability to continue as a going concern.

Current report

For the year ended December 31, 2025, we reported a net loss of approximately $174.5 million and net cash outflows from operating activities of approximately $25.9 million. As of December 31, 2025, we had a working capital deficit of approximately $346.0 million, an accumulated deficit of approximately $1,378.2 million, and a stockholders’ deficit of approximately $328.1 million. As of the date of issuance of these financial statements, the Company has not repaid certain short-term loans, exchangeable notes and convertible promissory notes, all of which are past due and considered in default.

Current report

Our ability to continue as a going concern is dependent on our ability to raise additional capital and to successfully implement our operating plan. There can be no assurance that we will be able to obtain financing on acceptable terms, or at all. If we are unable to raise sufficient capital when needed, we may be required to curtail or discontinue our operations, pursue a sale of assets, seek protection under bankruptcy laws, or cease operations entirely. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Current report

If our auditors include a going concern qualification or explanatory paragraph in their report, it could further impair our ability to raise capital, maintain vendor and partner relationships, and retain key personnel.

Previous report

WWC, P.C. is headquartered in California and has been inspected by the PCAOB on a regular basis. The management of ILLR believes, therefore, that WWC, P.C. is not subject to the determinations announced by the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors. WWC, P.C. is not included in the list of determinations announced by the PCAOB on December 21, 2021 in their HFCA Act Determination Report under PCAOB Rule 6100. On August 26, 2022, the China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist whether this new framework will be fully complied with. If notwithstanding this new framework, the PCAOB was unable to fully inspect WWC, P.C. (or any other auditor of the Company) in the future, or if PRC or American authorities further regulate auditing work of Chinese or Hong Kong companies listed on the U.S. stock exchanges in a manner that would restrict WWC, P.C. (or any future auditor of the Company) from performing work in Hong Kong, ILLR may be required to change its auditor. Furthermore, there can be no assurance that the SEC, Nasdaq, or other regulatory authorities would not apply additional and more stringent criteria to ILLR in connection with audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of ILLR’s financial statements. The failure to comply with the requirement in the HFCA Act, as amended by the AHFCA Act, that the PCAOB be permitted to inspect the issuer’s public accounting firm within two years, would subject ILLR to consequences including the delisting of ILLR in the future if the PCAOB is unable to inspect ILLR’s accounting firm (whether WWC, P.C. or another firm) at such future time.

Previous report

The loss of a large customer could have an adverse effect on Triller’s business.

Previous report

As of December 31, 2024, Triller had one customer that comprised approximately 20% of consolidated accounts receivable. As of December 31, 2023, Triller had one customer that comprised over 27% of consolidated accounts receivable. During the years ended December 31, 2024 and 2023, Triller had a single customer, All Elite Wrestling, a customer of TrillerTV, which accounted for approximately 24% and 19% of Triller’s consolidated revenue, respectively. Pursuant to Triller’s distribution agreement with All Elite Wrestling (“AEW”), TrillerTV holds a non-exclusive, non-transferable right to distribute certain audiovisual programs that are owned or controlled by AEW on TrillerTV’s distribution platform within the US and UK. In consideration for such rights and pursuant to Triller’s distribution agreement, TrillerTV pays AEW a fixed percentage of all net revenues generated through the distribution of such media (which usually occur through pay-per-view sales). In addition, the distribution agreement grants TrillerTV the right to distribute and sell certain of AEW’s branded wrestling programs as a monthly subscription service via Triller’s distribution platforms outside of the United States, United Kingdom and other territories in return for a fixed percentage of all revenue collected by TrillerTV in connection therewith. The distribution agreement automatically renews for successive one year periods and may be terminated by either party upon the delivery of 30 days’ notice.

Previous report

Triller manages its exposure to credit risk by performing ongoing evaluation of its customers’ credit worthiness and the amount of credit extended to them. Customers of this size may divert management’s attention from other operational matters and pull resources from other areas of the business, resulting in potential loss of revenue from other customers. The loss of, or significant curtailment of purchases by, any one or more of Triller’s larger customers could have a material adverse effect on its operating results.

Previous report

Planned expansion of Triller’s operations into new products, services and technologies, including content categories, is inherently risky and may subject Triller to additional business, legal, financial and competitive risks.

Previous report

Triller currently focus its operations on its AI powered Technology Platform, which provides content creation and distribution (Triller app, TrillerTV, Metaverz, Thuzio and Amplify.ai), fan engagement (Fangage, Julius and Amplify.ai) and targeted promotions and upsells (CrossHype) products and services across the digital platforms used by Triller’s Creators and Brands. Further expansion of Triller’s operations and its marketplace into additional products and services involves numerous risks and challenges, including potential new competition, increased capital requirements and increased marketing spend to achieve customer awareness of these new products and services. Growth into additional content, product and service areas may require changes to Triller’s existing business model and cost structure and modifications to its infrastructure and may expose Triller to new regulatory and legal risks, any of which may require expertise in areas in which Triller has little or no experience. There is no guarantee that Triller will be able to successfully expand its products and services into these areas.