Triller Group Inc 2025年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 or For the transition period fromto Commission file number: 001-38909 TRILLER GROUP INC.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days.Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging Growth Company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ At June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value ofthe ordinary shares of the registrant held by non-affiliates of the registrant was $58,706,055. The number of shares of the ordinary shares of the registrant outstanding as of January 21, 2026 was 197,266,991. DOCUMENTS INCORPORATED BY REFERENCE None. TRILLER GROUP INC.FORM 10-KFOR THE YEAR ENDED DECEMBER 31, 2024 PART I1Item 1.Business1Item 1A.Risk Factors21Item 1B.Unresolved Staff Comments91Item 1C.Cybersecurity91Item 2.Properties92Item 3.Legal Proceedings93Item 4.Mine Safety Disclosures96PART II97Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities97Item 6.[Reserved]98Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations98Item 7A.Quantitative and Qualitative Disclosures About Market Risk115Item 8.Financial Statements and Supplementary Data115Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures115Item 9A.Controls and Procedures115Item 9B.Other Information116Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections116PART III117Item 10.Directors, Executive Officers and Corporate Governance117Item 11.Executive Compensation120Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters122Item 13.Certain Relationships and Related Transactions, and Director Independence123Item 14.Principal Accounting Fees and Services125PART IV126Item 15.Exhibits, Financial Statement Schedules126Item 16.Form 10-K Summary126 FREQUENTLY USED TERMS Unless otherwise stated in this Annual Report on Form 10-K or unless the context requires otherwise, references in this annual reportto: ●“B2B” means TAG International Limited, a BVI business company and wholly-ownedsubsidiary of the Company;●“B2BSub” means TAG Asset Partners Limited, a BVI business company and wholly-ownedsubsidiary of B2B;●“BVI” means the Briti