Triller Group (NASDAQ: ILLR) Securities Class Action: BKFC Accounting, Nasdaq Delisting and December 14, 2026 Lead Plaintiff Deadline

The securities lawsuit centers on Triller's October 2024 merger and its treatment of Bare Knuckle Fighting Championship, or BKFC, as a major Triller business. Plaintiff alleges Triller overstated its control over BKFC and failed to disclose adequately that accounting issues concerning BKFC would prevent Triller from timely completing required SEC financial reports.

Those filing delays eventually led to repeated Nasdaq deficiency notices and, in December 2025, the suspension of Nasdaq trading. The strongest framing is not simply that 'Triller filed its financial statements late' — it is whether Triller actually controlled BKFC enough to consolidate it into Triller's financial statements in the first place. These allegations have not been proven.

BKFC stands for Bare Knuckle Fighting Championship — a combat-sports promotion that produces live and streamed bare-knuckle boxing events. After the October 2024 merger, Triller repeatedly described BKFC as one of its principal entertainment and creator-economy assets, calling it 'the fastest-growing combat league in the industry' and promoting its live events, streaming, audience growth, and synergies with TrillerTV and other Triller businesses.

Before October 2024, the public company was AGBA Group Holding Limited, which operated financial-services and healthcare businesses centered in Hong Kong. AGBA combined with Legacy Triller Corp. — the Delaware technology/media company behind the Triller app, TrillerTV, creator-economy assets, and BKFC — on October 15, 2024, in a transaction the complaint says was announced at roughly $4 billion on a pro forma basis.

As part of the deal, AGBA domesticated from the British Virgin Islands into Delaware, changed its name to Triller Group Inc., and Legacy Triller became a wholly owned subsidiary. Triller's split-adjusted shares began trading as ILLR on October 16, 2024 — the first post-merger trading day, and the first day of the proposed class period. Because the alleged misconduct begins immediately after a transformational combination and includes allegations about the overstated benefits of the merger, it also touches on post-merger disclosure and integration issues.

The central question is whether Triller had sufficient control over BKFC to consolidate BKFC into its financial statements. Triller held a majority equity interest in BKFC after the acquisition — but accounting control under ASC 810 requires more than simply owning more than 50% of the shares.

In January 2026, Triller disclosed that it had lacked the power to direct the activities and key decisions that most significantly affected BKFC's economic performance. Triller therefore concluded that BKFC should not have been consolidated from the October 15, 2024 acquisition date, and instead should have been accounted for as an investment.

It is natural to assume that owning more than 50% of another company means you consolidate it. Under ASC 810, the test is more nuanced: the issue is not merely the percentage of shares owned, but whether the parent has the power to direct the activities that most significantly affect the other entity's economic performance.

A company can hold a majority equity stake yet lack sufficient decision-making authority — because of other shareholders or contractual governance arrangements — over the decisions that principally determine the other company's economic results. That is what Triller later concluded had occurred with BKFC.

Certain control weaknesses were disclosed. Merger materials warned of material weaknesses and deficiencies in internal control over financial reporting, and of potential adverse effects on reporting compliance — but the complaint alleges those risks were attributed specifically to Legacy Triller, rather than to AGBA or the combined post-merger company.

So it would be inaccurate to say investors were told Triller had perfect controls. Plaintiff's narrower allegation is that the disclosures understated how those problems would affect the combined company's ability to account for BKFC, complete post-merger financial statements, and stay in Nasdaq filing compliance.

Through late 2024 and early 2025, Triller continued to present BKFC as an important growth asset — citing roughly 250 million fans across 60 countries, anticipated partnerships, planned major events, and creator and entertainment synergies, and describing BKFC as one of the world's largest fight promotions. Plaintiff alleges these statements overstated Triller's actual ability to control and consolidate BKFC.

Triller filed a Form NT 10-K disclosing that it could not timely file its 2024 annual report without unreasonable effort or expense, because it needed additional time to finalize its financial statements — and warned it might also miss the additional Rule 12b-25 extension period. According to the complaint, ILLR fell about $1.40 per share, or roughly 17.95%, to close at $6.40 on April 1.

On April 23, Triller announced that Nasdaq had issued a delinquency notice over the missing 2024 Form 10-K, and said it expected to complete the filing within the 60-day cure period; the complaint says ILLR declined about 3.5% the next day. On May 23, Triller announced another Nasdaq deficiency after it failed to timely file its Q1 2025 Form 10-Q, and the complaint says ILLR fell about $1.50, or 19.74%, to $6.10 on May 27.

This is a multi-disclosure, multi-recovery case: ILLR was volatile and recovered substantially between several of these dates, so the separate percentage declines should not be read as one continuous slide or added together.

In a June 2 strategic-update announcement, Triller reorganized around three units — Social Media; Fintech / Financial Services; and Combat Sports / BKFC — and stated that it was 'not exploring any scenarios that would affect its majority control over BKFC.' That statement is one of the strongest case-specific facts, because of what happened eighteen days later.

On June 20, 2025, Yorkville effected a foreclosure involving 3,000,000 BKFC shares that had been pledged as collateral under Triller financing arrangements. Later Triller filings disclosed that the transaction reduced Triller's beneficial BKFC ownership from roughly 56%–57% to roughly 38%–39%, and the majority BKFC stockholders subsequently amended governance documents to remove Triller's BKFC board-designation rights effective July 1.

Not exactly — and this distinction matters. There are two different concepts that should not be collapsed into 'Triller lost BKFC on June 20':

• Accounting control (from the merger date). Triller later concluded, for accounting purposes, that it lacked sufficient control to consolidate BKFC under ASC 810 beginning on the October 15, 2024 acquisition date — even while it held a majority equity stake.
• Equity / governance control (after June 2025). Separately, the June 20, 2025 Yorkville foreclosure reduced Triller's actual equity ownership to roughly 38%, and subsequent governance amendments removed its BKFC board-designation rights.

These are related but distinct events — one is an accounting conclusion reaching back to the merger date; the other is a later change in actual ownership and governance rights.

According to the complaint, a major unresolved issue was how Triller should account for BKFC. Through 2025 Triller missed deadlines for its 2024 Form 10-K and its Q1, Q2, and Q3 2025 Forms 10-Q, while repeatedly telling investors it was 'working diligently' and expected to regain compliance. Plaintiff alleges those assurances overstated Triller's ability to resolve the underlying accounting issues.

Nasdaq escalated in stages: an extension through October 13, 2025; a delisting determination on October 14 (announced October 20) under Listing Rule 5250(c)(1); an additional delisting determination on November 17 after the Q3 10-Q was missed — after which, the complaint says, ILLR fell about 14.7% to $4.12 on November 24. On December 9, the Nasdaq Hearings Panel granted a conditional exception requiring the four overdue reports by December 24, 2025 (along with separate bid-price and 2025 Form 10-K conditions). That extension was real — Nasdaq had not already decided delisting was inevitable; plaintiff's theory is that Triller overstated whether it could actually satisfy those conditions.

Triller announced that the Nasdaq Hearings Panel had determined that trading would be suspended effective December 30 and its securities delisted, because the company failed to file two required reports by the December 24 deadline. Triller disclosed that the principal remaining technical issue involved the consolidation of a U.S.-based Triller operation — BKFC.

For balance, Triller did not characterize this as proof of accounting fraud: it said operations were progressing normally, that no deficiencies or irregularities had been identified that materially affected its financial position or operational integrity, that the delay primarily reflected a technical consolidation issue, and that management remained confident it could regain compliance, describing the problems as non-recurring post-merger integration challenges.

Nasdaq trading was suspended effective the open on December 30, after which Triller securities remained eligible for over-the-counter trading. According to the complaint, the market price then declined about $3.38 per share, or roughly 91.35%, over December 30 and 31, closing at $0.32 — an over-the-counter move, not a 91% Nasdaq-market decline. The pleaded class period ends December 29, 2025, the last trading day before that final disclosure and the suspension.

No. Nasdaq trading was suspended beginning December 30, 2025, but Triller appealed, brought its periodic filings current, and prevailed in part: Nasdaq's Listing Council modified the earlier decision, Triller filed its 2025 Form 10-K on April 14, 2026, and Nasdaq trading resumed on April 16, 2026. (Separately, and as post-class context only, Nasdaq notified Triller on August 27, 2026 that it no longer met the $35 million market-value-of-listed-securities requirement; Triller disclosed that on September 2 and said it intended to submit a compliance plan. That 2026 issue is not part of the alleged 2024–2025 fraud.)

On January 26, 2026, Triller filed an 8-K stating that its Audit Committee, on management's recommendation, had concluded BKFC should be deconsolidated from the October 15, 2024 acquisition date — accounting for BKFC as an investment under ASC 321 rather than consolidating it under ASC 810 — because Triller lacked the power to direct the activities and key decisions most significantly affecting BKFC's economic performance. The belated 2024 Form 10-K also disclosed a material weakness relating to the consolidation analysis.

This is best described as a deconsolidation and accounting-control determination, not casually as 'Triller restated a year of BKFC revenue.' Triller resolved the BKFC accounting analysis before filing the overdue reports, and by January 27, 2026 it had filed its 2024 Form 10-K and its Q1, Q2, and Q3 2025 Forms 10-Q and announced that it had restored compliance with its periodic SEC-reporting obligations.

Yes — a substantial minority interest. Triller's June 2026 Form 10-Q reported that the June 2025 Yorkville foreclosure had reduced its beneficial BKFC ownership from about 55.8% to 38.1%, and that it was attempting to reacquire shares and restore majority ownership and operating control. Triller's later efforts to regain control do not establish that earlier statements were fraudulent; they are relevant context explaining why BKFC remains strategically significant to Triller.

Yes. Unlike some securities complaints where purported insider 'sales' turn out to be automatic tax-withholding transactions, the SEC Forms 4 reviewed here show actual Code S open-market sales by former Chairman Robert Diamond during early 2025. The complaint alleges Diamond sold more than one million ILLR shares for more than $2 million during the class period.

That said, his sales should not be read in isolation as conclusive proof of fraud. Diamond had already left Triller's Board on December 12, 2024, and by January 7, 2025 he and Atlas Merchant Capital were in a separate compensation/equity dispute with Triller. The reviewed Forms 4 do not appear to mark a Rule 10b5-1 trading-plan checkbox, but a complete review of all plan disclosures, footnotes, and issuer filings would be needed before drawing conclusions. By contrast, the complaint does not rely on comparable open-market selling by CEO Wing Fai Ng or Acting CFO Desmond Shu — reviewed October 2025 Forms 4 show equity grants to them under Triller's 2024 Equity Incentive Plan, not open-market dispositions.

No to both — Triller's litigation landscape is noisy, so it is worth separating these clearly:

• The Yorkville / YA II matter is separate. That litigation principally concerns financing obligations, conversion rights, and pledged collateral (after the foreclosure, Yorkville's position was that roughly $38.1 million remained owed). Stauber is an investor securities class action about allegedly misleading public disclosures.
• Robert Diamond's own lawsuit is separate. Diamond and Atlas Merchant Capital separately sued Triller in January 2025 over alleged unpaid cash compensation (more than $5 million) and equity (more than 6 million shares), which Triller disputes. In that case Diamond is the plaintiff; in Stauber he is a defendant.
• The July 2026 Edam stockholder suit is separate, and should not be described as an existing derivative action.

Section 10(b) and Rule 10b-5

Count I asserts federal securities-fraud claims under Section 10(b) and Rule 10b-5 against all defendants. The complaint also alleges Triller failed to disclose known trends and uncertainties as required by Regulation S-K Item 303 — framed as part of the disclosure-duty theory, not as a separate investor damages count.

Section 20(a)

Count II asserts controlling-person claims against Robert Diamond, Wing Fai Ng, and Desmond Shu.

The alleged class period is October 16, 2024 through December 29, 2025, inclusive.

Investors should preserve all brokerage statements and transaction records showing ILLR and ILLRW purchases and sales during the class period.

The current published PSLRA lead plaintiff deadline is December 14, 2026.

Do I Have to Become Lead Plaintiff?

Generally, no. A lead plaintiff is the investor or investor group the court appoints to actively supervise the proposed class and proposed lead counsel. Most investors remain passive class members.

Lead Plaintiff Deadline ≠ Settlement Claim Deadline

These are different dates. A qualifying investor ordinarily does not need to seek lead-plaintiff appointment merely to remain potentially eligible as a passive class member.

The complaint defines the proposed class broadly, by reference to purchasers and acquirers of Triller securities, and specifically identifies both ILLR common stock and ILLRW public warrants. Triller's public warrants are separately traded instruments — each public warrant is currently exercisable for one-quarter of one common share at an effective exercise price of $23 per full common share — and are not the same security as ILLR common stock.

Because the class definition is broad and names ILLRW, investors who acquired ILLRW during the class period should preserve their transaction records. Whether warrant holders fall within any ultimately certified class will depend on later proceedings, so this is not a guarantee of warrant eligibility.

Generally, no, for a securities-class claim. Potential securities-class rights depend on matters including purchase timing, sale timing, loss causation, and recognized damages; selling the shares does not automatically eliminate a securities claim. Continued ownership matters separately for potential derivative claims.

Potentially. Triller is a Delaware corporation — AGBA domesticated into Delaware as part of the October 15, 2024 merger, and Triller has been a Delaware corporation throughout the class period — so any internal-affairs and shareholder derivative analysis generally begins with Delaware law.

Julie & Holleman LLP is separately investigating whether current Triller shareholders who owned ILLR at the time of potentially actionable conduct and have continued to hold their shares may have corporate-governance or derivative rights. Because the alleged acts occurred across more than a year — merger-related statements in October 2024, control statements in November 2024, BKFC promotion in early 2025, the June majority-control statement, and Nasdaq assurances throughout 2025 — a shareholder who purchased later in the class period could potentially have contemporaneous ownership as to later challenged conduct. Potential areas of investigation include:

• BKFC control — what rights Triller actually held over BKFC in October 2024, board-designation and voting arrangements, and who controlled BKFC's significant economic decisions;
• the ASC 810 analysis — what accounting analyses existed, and when management and the Audit Committee first questioned consolidation;
• the Yorkville collateral arrangements — why BKFC shares were pledged, what board approvals existed, and whether the June 2 'not exploring any scenarios' statement appropriately reflected the financing risk;
• filing-compliance and accounting oversight — SEC-reporting readiness, post-merger close processes, disclosure controls, Nasdaq deadlines, and Audit Committee oversight; and
• Diamond's open-market sales — the full set of trades, his holdings before and after, timing relative to disclosures, and any trading-plan arrangement.

Because Delaware's 2025 statutory amendments narrowed and specified the materials available in a books-and-records action, counsel may evaluate whether a Delaware books-and-records investigation or other investigative steps are appropriate for a current Triller shareholder. No determination has been made that viable additional derivative claims exist.

Julie & Holleman LLP is investigating allegations involving Triller Group Inc., ILLR, ILLRW, AGBA, Legacy Triller, BKFC, ASC 810 consolidation, financial-reporting controls, merger integration, late SEC filings, Nasdaq compliance, the Yorkville collateral arrangements, and board and Audit Committee oversight. We are interested in hearing from:

Investors With Securities Losses

Investors who purchased or otherwise acquired Triller securities (ILLR or ILLRW) between October 16, 2024 and December 29, 2025 and suffered losses, including investors evaluating lead-plaintiff appointment before December 14, 2026.

Current ILLR Shareholders

Current shareholders who owned ILLR during potentially actionable conduct and continue to hold their shares and wish to evaluate possible derivative or corporate-governance rights.

An investor may potentially fall within both groups.