The Company Confirms No Active Yorkville Equity Line, No New Yorkville Instruments, and No Undisclosed Yorkville Dilution Arrangement
LOS ANGELES, June 10, 2026 (GLOBE NEWSWIRE) -- At the Annual General Meeting of Stockholders of Triller Group Inc. (NASDAQ: ILLR; ILLRW) ("Triller" or the "Company"), issued the following clarification in response to a stockholder question raised at the Company’s Annual Meeting of Stockholders held on June 10, 2026 regarding the Company’s current relationship with YA II PN, Ltd. and Yorkville Advisors-related parties (collectively, “Yorkville”).
To ensure that all stockholders and market participants receive the same information, the Company is providing the following update in accordance with its obligations under Regulation FD.
CURRENT STATUS OF THE YORKVILLE RELATIONSHIP
The Company confirms that it has no active standby equity purchase facility with Yorkville, is not drawing under any equity line, has no current Yorkville funding relationship, and has not entered into any new instruments or arrangements with Yorkville since those previously disclosed in its SEC filings. The Second Amended and Restated Standby Equity Purchase Agreement and the associated convertible promissory notes are not a source of new financing for the Company.
As of March 31, 2026, the Company carried convertible promissory notes payable to Yorkville on its balance sheet, classified within current liabilities. The Company has disclosed that it has not repaid the amounts due under those notes, and the related obligations, claims, interest, costs, warrants, collateral and litigation matters are described in the notes to the Company’s most recently filed Quarterly Report on Form 10-Q and Annual Report on Form 10-K, both available on the SEC’s EDGAR system. The Company does not admit Yorkville’s claimed damages and continues to defend the litigation vigorously.
For clarity, the Company is not currently drawing under any Yorkville equity line, has not entered into any new Yorkville financing arrangement, and is not party to any undisclosed Yorkville agreement or arrangement that provides Yorkville with a right to receive additional shares of Company common stock. Any Yorkville-related securities rights or obligations are legacy matters already disclosed in the Company’s SEC filings.
BKFC COLLATERAL AND LITIGATION
As previously disclosed, Yorkville effected a foreclosure in June 2025 under the pledge agreement between Triller Hold Co LLC and Yorkville, resulting in the transfer of 3,000,000 shares of Bare Knuckle Fighting Championship, Inc. (“BKFC”) common stock to Yorkville. The Company is contesting that foreclosure and the underlying claims in the proceedings styled YA II PN, LTD. v. Triller Group Inc., et al., Index No. 659314/2024, before the Supreme Court of the State of New York, Commercial Division (the “Litigation”).
The Litigation is at an active stage. Yorkville’s initial motion for accelerated judgment was denied by the court in May 2025, which converted the matter to a plenary action. Yorkville subsequently filed a notice of appeal of that denial and a further motion for summary judgment based on the maturity date of the notes. The case does not have a trial date set. The Company intends to defend the matter vigorously and, at this stage in the proceedings, is unable to determine the probability of outcome or the range of reasonably possible loss.
Management believes that the value of the BKFC collateral already taken by Yorkville is a material factor in the overall exposure. The Company’s position on the contested claims, including the appropriate credit to be given for the collateral, will be pursued in the Litigation.
Wing Fai Ng, Group CEO, commented: “A stockholder asked an important question, and we want every investor to have the same clear answer: Yorkville is not an active funding source for the Company, we are not drawing under any Yorkville equity line, and there is no undisclosed Yorkville-related dilution arrangement. The remaining Yorkville matter is already described in our SEC filings, and we are defending it vigorously.”
“This clarification reflects our broader commitment to transparency and to resolving legacy issues decisively,” added Mr. Ng. “We believe addressing questions like this openly helps reduce uncertainty and allows investors to focus on the Company’s operating assets, strategic direction, and long-term value creation.”
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About Triller Group Inc.
Triller Group Inc. (Nasdaq: ILLR; ILLRW) is a technology and media company operating Triller App, a social media and live-streaming platform focused on music, sports, fashion and culture, together with AGBA Group, a Hong Kong-based financial-services and platform business with longstanding operations in wealth distribution, healthcare and related services across Asia.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding resumption of trading on Nasdaq, the Company's ability to maintain timely SEC periodic reporting and Nasdaq compliance, the effectiveness of its remediation measures, the anticipated benefits of resumed Nasdaq trading, and the timing of future corporate updates. These statements are based on Triller’s current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially, including risks relating to the effects of the period of trading suspension and resumption of trading on Nasdaq, market conditions, the Company’s ability to execute its monetization and operating plans, the availability of financing, the identification, negotiation or completion of any acquisitions or other strategic transactions, compliance with listing standards and reporting requirements, legal or regulatory proceedings, and the other risks described in Triller’s SEC filings. The words “believe,” “estimate,” “anticipate,” “project,” “intend,” “expect,” “plan,” “outlook,” “scheduled,” “forecast” and similar expressions are intended to identify forward-looking statements.
The forward-looking statements contained in this press release speak only as of the date of its issuance. Except where required by applicable law, the Company expressly disclaims a duty to provide updates to forward-looking statements after the date of this press release to reflect subsequent events, changed circumstances, changes in expectations, or the estimates and assumptions associated with them. The forward-looking statements in this press release are intended to be subject to the safe harbor protection provided by the federal securities laws.
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Contact:
Bethany Lai, Investor Relations and Communications
