Triller Group Inc.

DEF 14A 1 ea0290060-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1301 N Broadway STE 98065

Los Angeles, 90012 CA

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ONJUNE 10, 2026

Dear Shareholder:

You are cordially invited to attend the 2025 Annual Meeting of Shareholders of Triller Group Inc., or the Annual Meeting.

The Annual Meeting will be held:

The Notice of Annual Meeting of Shareholders, the Proxy Statement and the proxy card accompany this letter, will be first mailed to our shareholders on or about May 29, 2026.

The Annual Meeting is being held for the following purposes:

• to elect four directors to the Board of Directors to hold office until the 2026 annual meeting of stockholders;

• to ratify the appointment of Enrome LLP (“Enrome”) as our independent registered public accounting firm for our fiscal year ending December 31, 2025;

• to approve an amendment to the Company’s Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split of our common stock, par value $0.001 per share (the “Common Stock”) by a ratio of no more than 1-for-10 at any time within one year after the 2025 Annual Meeting, with the exact ratio to be determined within this range as determined by the Board in its sole discretion (the “Reverse Stock Split”);

• to approve an amendment to the Company’s Certificate of Incorporation to change the name of the Company from “Triller Group Inc.” to “Eight Holdings Inc.” (the “Name Change”);

• to approve the Triller Group Inc. 2026 Equity Incentive Plan (the “2026 Equity Incentive Plan”), including the reservation of 39,600,000 shares of Common Stock for issuance thereunder;

• to approve, in accordance with Nasdaq Listing Rule 5635(d), the issuance of shares of common stock (or securities convertible into or exercisable for common stock) in one or more private placements in excess of 20% of our outstanding common stock (the “Nasdaq 20% Proposal”); and

• to consider any other business that may properly come before the meeting or any adjournment or postponement thereof.

Our Board unanimously recommends that you vote “FOR” the election of our Board’s director nominees (Proposal 1), “FOR” the ratification of the appointment of Enrome as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Proposal 2), “FOR” the approval of the Reverse Stock Split (Proposal 3), “FOR” the approval of the Name Change (Proposal 4), “FOR” the approval of the 2026 Equity Incentive Plan (Proposal 5), and “FOR” the approval of the Nasdaq 20% Proposal (Proposal 6).

The Notice of Annual Meeting of Shareholders, the Proxy Statement and the proxy card accompany this letter, will be first mailed to our shareholders of record on our books at the close of business on May 13, 2026, the record date for the 2025 Annual Meeting on or about June 10, 2026. Whether or not you plan to attend, please take the time now to read the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Annual Meeting. Regardless of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important for proper corporate action.

Thank you for your continuing interest in Triller Group Inc. We look forward to seeing you at the Annual Meeting.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Advantage Proxy:

Advantage Proxy

P.O. Box 10904

Yakima, WA 98909

Toll Free: (877) 870-8565

Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

Whether or not you plan to attend the 2025 Annual Meeting in person, we urge you to take the time to vote your shares.

By Order of the Board of Directors,

/s/ Ng Wing Fai

Ng Wing Fai

Executive Director

7119 West Sunset Boulevard, Suite 782

Los Angeles, CA

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ONJUNE 10, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

2025 ANNUAL MEETING TO BE HELD ONJUNE 10, 2026

Copies of this proxy statement, the form of proxy card and the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 will be mail on or about May 29, 2026.

The board of directors (“Board” or “Board of Directors”) of Triller Group Inc. (“Company,” “we,” “us,” or “our”) is soliciting the enclosed proxy for use at its 2025 annual meeting of shareholders (the “2025 Annual Meeting”). The 2025 Annual Meeting will be held on June 10, 2026 at 1:00 p.m. local time, at 20F Foyer, 625 King’s Road, North Point, Hong Kong.