Investors who bought or otherwise acquired Triller Group (ILLR, ILLRW) securities between October 16, 2024 and December 29, 2025 may be covered by a proposed class action alleging Triller overstated its control of Bare Knuckle Fighting Championship and concealed problems that kept it from filing financial reports on time and staying listed on Nasdaq. No class has been certified and there is nothing to file yet.
Allegations Only · No Settlement Yet
This article describes a class action complaint. The statements below are unproven allegations. Triller Group Inc. and the individual defendants have not been found liable, there is no certified class, and nothing to claim at this time. This page is informational and is not legal advice.
What Is This About?
An investor filed a proposed securities class action against Triller Group Inc. on October 14, 2026 in the U.S. District Court for the Central District of California, Case No. 2:26-cv-11989. The suit is brought on behalf of everyone who purchased or otherwise acquired Triller securities between October 16, 2024 and December 29, 2025, inclusive.Triller Group is the company formed when AGBA Group Holding Limited merged with the creator-app business Triller Corp. in October 2024. The complaint alleges that, after the merger, Triller and three of its current or former leaders misled investors about how much control the company had over Bare Knuckle Fighting Championship (BKFC), about its ability to file its financial reports with the SEC on time, and about its chances of staying listed on Nasdaq. Triller’s securities were suspended from Nasdaq at the end of December 2025, and in January 2026 the company said BKFC should not have been consolidated in its financial statements from the merger date onward.
The case is at the complaint stage. The defendants had not responded on the docket as of October 15, 2026, no class has been certified, and there is no settlement, fund or claim form.
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From AGBA to Triller Group
Before the merger, AGBA was a wealth management and healthcare business based in Hong Kong and organized in the British Virgin Islands. AGBA and Triller Corp. announced a merger agreement in April 2024, and the deal closed on October 15, 2024. AGBA became a Delaware corporation and changed its name to Triller Group Inc., and Triller Corp., which the complaint calls “Legacy Triller,” became a subsidiary. The combined company’s common stock and warrants began trading on the Nasdaq Capital Market the next day under the tickers ILLR and ILLRW. The complaint gives the company’s headquarters as Los Angeles.Legacy Triller brought a social video app, the TrillerTV streaming service and BKFC, a promotion that stages live and streamed bare-knuckle fights. The complaint quotes a series of company press releases from October 2024 through mid-2025 that promoted BKFC as one of the group’s core businesses, including a June 2025 statement that the company was not exploring any scenario that would affect its majority control over BKFC.
The complaint also notes that the merger proxy materials disclosed weaknesses in internal controls, but alleges those risks were attributed to Legacy Triller’s operations rather than to AGBA or the combined company.
What the Complaint Alleges
The complaint claims that throughout the class period the defendants’ statements were materially false or misleading, or left out material facts, because:- Triller’s control over BKFC, and its consolidation of BKFC in its financial statements, was “tenuous, overstated, and/or non-existent”;
- Triller could not file one or more of its periodic reports with the SEC on time, as Nasdaq’s listing rules require, in part because of accounting issues tied to BKFC;
- as a result, Triller was at increased risk of being delisted from Nasdaq;
- Triller’s disclosure controls were deficient, and the problems with its financial controls and the benefits of the merger were misstated; and
- the defendants overstated Triller’s ability to fix its noncompliance with Nasdaq’s listing requirements.
Among the statements the complaint challenges are a November 2024 quarterly report in which Triller’s chief executive and chief financial officer certified that the company’s disclosure controls were effective, and several 2025 press releases saying the company expected to complete its overdue filings and regain compliance with Nasdaq’s rules.
The defendants are Triller Group Inc.; Robert E. Diamond, Jr., who the complaint says chaired Triller’s board until December 12, 2024; Wing Fai Ng, described as Triller’s chief executive officer and executive director; and Desmond Pei Huang Shu, described as its acting chief financial officer. The complaint alleges that Diamond sold more than a million Triller shares during the class period for more than $2 million, and points to those sales as a motive. The suit brings claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5.
The Stock Drops the Complaint Cites
The complaint ties a series of company disclosures to declines in Triller’s stock price. According to the complaint:- March 31, 2025: Triller notified the SEC it could not file its 2024 annual report on time. The stock fell $1.40, or 17.95%, by the April 1 close.
- April 23, 2025: Triller said Nasdaq had sent a delinquency notice over the missing annual report. The stock fell $0.50, or 3.5%, the next day.
- May 23, 2025: Triller announced a second delinquency notice, this time over its first-quarter 2025 report. The stock fell $1.50, or 19.74%, by the close on May 27, the next trading day.
- August 22 and October 20, 2025: Triller announced another delinquency notice and then a delisting determination from Nasdaq’s staff, saying in each release that it was working to complete the overdue reports or to keep its listing. The complaint does not tie a specific price decline to either announcement.
- November 21, 2025: Triller announced an additional delisting determination tied to its third-quarter report. The stock fell $0.71, or 14.7%, by the close on November 24, the next trading day.
- December 30, 2025: Triller said a Nasdaq Hearings Panel had confirmed the suspension of its securities from trading and their delisting after the company missed a December 24 deadline to file two periodic reports. The company attributed the delay mainly to a “technical matter” involving the consolidation of accounts for a U.S.-based operation. The stock fell $3.38, or 91.35%, over the next two trading sessions, closing at $0.32 on December 31, 2025.
Triller’s December 30 release also said it had hired counsel to appeal the panel’s decision. None of the complaint’s allegations about what the defendants knew, or why the stock fell, has been tested in court.
What Triller Disclosed in January 2026
On January 26, 2026, after the class period ended, Triller filed a report with the SEC saying its audit committee had concluded that BKFC should be deconsolidated from the company’s financial statements as of the October 15, 2024 merger date. The filing, as quoted in the complaint, said that although Triller held a majority equity interest in BKFC, it had lost control over BKFC and did not have the power to direct the decisions that most affected BKFC’s economic performance. Triller said it would instead carry its BKFC investment at cost.The same day, Triller filed its overdue 2024 annual report and three 2025 quarterly reports. According to the complaint, the annual report identified a material weakness in internal control tied to the company’s failure to properly apply consolidation accounting standards to BKFC. The complaint says Triller’s securities were suspended from Nasdaq from December 30, 2025 until April 15, 2026, after the company showed it met the exchange’s conditions to resume trading, and that Nasdaq sent the company a new notice of noncompliance on September 2, 2026.
Who Is in the Proposed Class?
The proposed class is every person and entity, other than the defendants, that purchased or otherwise acquired Triller securities between October 16, 2024 and December 29, 2025, inclusive, and was damaged when the alleged truth came out. Excluded are the defendants, the company’s officers and directors, their immediate families and legal representatives, and entities the defendants control.The definition is the plaintiff’s proposal. It can change in an amended complaint, and the class exists only as a proposal until the court certifies it. More on how that works is in OCA’s class certification explainer.
What Happens Next
Under the Private Securities Litigation Reform Act, the plaintiff’s law firm published a notice of the case, and according to that notice investors have until December 14, 2026 to ask the court to appoint them lead plaintiff. The law presumes the most adequate lead plaintiff is generally the applicant with the largest financial interest in the case who also meets the class-representative requirements. After the court appoints a lead plaintiff and lead counsel, an amended complaint usually follows, and defendants in securities cases typically move to dismiss it. OCA’s lead plaintiff explainer covers the process in more detail.Members of a proposed securities class generally remain in the class whether or not they seek the lead plaintiff role. The complaint asks the court to certify the class and award damages, interest, costs and attorneys’ fees, and it demands a jury trial. It was filed by Pomerantz LLP, with Schall, Brown & Schwartz LLP also listed as counsel for the plaintiff. No money is available unless the case ends in a settlement or judgment, which would come with its own notice and claim process. Other cases like this one are tracked on OCA’s securities class actions page.
Questions
Is there a Triller settlement or claim form?
There is no settlement, fund or claim form in the Triller securities case. The complaint was filed October 14, 2026, the defendants had not responded as of October 15, 2026, and no class has been certified. Money becomes available to class members only if the case ends in a settlement or judgment, which would come with its own notice and claim process.
What is the December 14, 2026 date in the Triller case?
According to the plaintiff’s law firm’s notice, December 14, 2026 is the deadline for investors to ask the court to appoint them lead plaintiff under the Private Securities Litigation Reform Act. It is not a claim deadline. Members of a proposed securities class generally remain in the class whether or not they seek the lead plaintiff role.
Does the Triller lawsuit cover Triller warrants as well as stock?
The proposed class is defined as everyone who purchased or otherwise acquired Triller securities between October 16, 2024 and December 29, 2025, inclusive, other than the defendants and certain related people. The complaint identifies two Triller securities that traded on Nasdaq during that time: the common stock (ILLR) and the warrants (ILLRW).
What does Bare Knuckle Fighting Championship have to do with the Triller lawsuit?
Bare Knuckle Fighting Championship (BKFC) was one of the Legacy Triller businesses the company promoted after its October 2024 merger with AGBA. In a January 26, 2026 filing, Triller said it had lost control over BKFC as of the merger date despite holding a majority stake, and that BKFC should not have been consolidated in its financial statements. The complaint alleges Triller’s earlier statements overstated its control of BKFC and that the related accounting issues contributed to its late filings and Nasdaq delisting.
Has anyone been found liable in the Triller securities case?
No court has found Triller Group Inc. or any of the three individual defendants liable. The complaint was filed October 14, 2026, and its allegations have not been tested in court.
Sources
- CourtListener docket — No. 2:26-cv-11989 (C.D. Cal.)
- Class action complaint — filed October 14, 2026 (42 pages)
- Triller press release on the Nasdaq Hearings Panel decision — December 30, 2025 (SEC EDGAR)
- Plaintiff’s law firm’s notice — class period and the December 14, 2026 lead plaintiff deadline
