ILLR

TRILLER GROUP INC PROVIDES CLARIFICATION REGARDING YORKVILLE ADVISORS FOLLOWING STOCKHOLDER QUESTIONS AT ANNUAL GENERAL MEETING

Triller clarifies Yorkville ties; no active line, legacy notes remain

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  <section data-block="information">
    <h3>Information</h3>
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  <section data-block="ai-summary-paragraph">
    <h3>AI Summary</h3>
    <p>Triller Group issued a Regulation FD update to confirm Yorkville is not funding the company currently and no undisclosed Yorkville arrangements exist. The note liabilities and BKFC collateral litigation remain ongoing, with no repayment or trial date set. The release aims to reduce investor uncertainty ahead of Nasdaq remediation and SEC filings, while litigation and collateral values remain key watch items.</p>
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  <section data-block="ai-summary-bullets">
    <h3>Key Points</h3>
    <ul><li>Triller says no active Yorkville equity line or new financing.</li><li>March 31, 2026 notes payable to Yorkville remain on balance sheet.</li><li>Yorkville foreclosed 3,000,000 BKFC shares in June 2025.</li><li>Litigation YA II PN, Ltd. v. Triller remains active with no trial date.</li></ul>
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  <section data-block="companies-mentioned">
    <h3>Companies Mentioned</h3>
    <ul><li><strong>Triller Group Inc. (ILLR/ILLRW)</strong>: Clarifies Yorkville relationship; confirms no active line or new financing; legacy matters disclosed.</li><li><strong>Bare Knuckle Fighting Championship, Inc. (BKFC)</strong>: Collateral foreclosed by Yorkville; 3,000,000 shares transferred; litigation risk remains.</li><li><strong>YA II PN, LTD. (N/A)</strong>: Plaintiff in ongoing litigation; case in NY Commercial Division; no trial date set.</li><li><strong>Yorkville Advisors-related parties (N/A)</strong>: No active funding line; legacy matters disclosed; updates aim to reduce uncertainty.</li></ul>
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  <section data-block="category">
    <h3>Legal</h3>
    <p>Category: Legal; The piece is a regulatory clarity update tied to ongoing litigation and legacy financing agreements, fitting Legal and Corporate Developments due to exposure and disclosure implications.</p>
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  <section data-block="market-moving">
    <h3>Market-Moving</h3>
    <ul><li>Nasdaq resumption timeline and remediation updates could move the stock.</li><li>Outlook of BKFC collateral value and related litigation may affect risk.</li><li>Legacy Yorkville notes and potential dilution remain systemic overhangs.</li><li>Upcoming SEC filings (10-Q/10-K) may re-rate risk and exposure.</li></ul>
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  <section data-block="key-facts">
    <h3>Key Facts</h3>
    <ul><li>Date of press release: June 10, 2026.</li><li>As of March 31, 2026, convertible promissory notes payable to Yorkville on balance sheet (current liabilities).</li><li>June 2025: Yorkville foreclosed 3,000,000 BKFC shares.</li><li>Litigation: YA II PN, LTD. v. Triller Group Inc., NY Supreme Court, Commercial Division; no trial date.</li><li>Triller states no active Yorkville funding line or undisclosed Yorkville arrangement.</li></ul>
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  <section data-block="trading-thesis">
    <h3>Trading Thesis</h3>
    <p>Neutral near-term stance; expect limited moves until Nasdaq resumption and clear litigation outcomes.</p>
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<article>
  <h1>Triller Group Inc. Provides Clarification Regarding Yorkville Advisors Following Stockholder Questions at Annual General Meeting</h1>

  <p>The Company confirms at the Annual General Meeting of Stockholders held on June 10, 2026, in Los Angeles, that Yorkville is not an active funding source for Triller Group Inc. (NASDAQ: <strong>ILLR</strong>, ILLRW). This clarification, issued by the Company under Regulation FD, addresses questions raised by stockholders about its relationship with YA II PN, Ltd. and Yorkville Advisors-related parties.</p>

  <p>The Company aims to ensure that all stockholders and market participants receive the same information, reiterating its commitment to transparency in light of ongoing matters with Yorkville.</p>

  <section id="yorkville-status">
    <h2>CURRENT STATUS OF THE YORKVILLE RELATIONSHIP</h2>

    <p>The Company confirms that it has <strong>no active standby equity purchase facility with Yorkville</strong>, is not drawing under any equity line, has <strong>no current Yorkville funding relationship</strong>, 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 <em>not</em> a source of new financing for the Company.</p>

    <p>As of <strong>March 31, 2026</strong>, 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.</p>

    <p>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.</p>

    <ul>
      <li><strong>No active standby equity purchase facility with Yorkville</strong></li>
      <li><strong>Not drawing under any Yorkville equity line</strong></li>
      <li><strong>No current Yorkville funding relationship</strong></li>
      <li><strong>No new Yorkville instruments or arrangements since prior disclosures</strong></li>
      <li>Convertible promissory notes payable to Yorkville as of <strong>March 31, 2026</strong>, disclosed in SEC filings</li>
    </ul>
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  <section id="bkfc-litigation">
    <h2>BKFC Collateral and Litigation</h2>

    <p>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 <strong>3,000,000</strong> 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 <em>YA II PN, LTD. v. Triller Group Inc., et al., Index No. 659314/2024</em>, before the Supreme Court of the State of New York, Commercial Division (the "Litigation").</p>

    <p>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.</p>

    <p>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.</p>

    <p>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."</p>

    <p>"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."</p>
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  <hr />

  <section id="about-triller">
    <h2>About Triller Group Inc.</h2>

    <p>Triller Group Inc. (NASDAQ: <strong>ILLR</strong>, 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.</p>
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  <section id="safe-harbor">
    <h2>Safe Harbor Statement</h2>

    <p>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.</p>

    <p>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.</p>

    <p># # #</p>
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  <section id="contact">
    <p>Contact:</p>
    <p>Bethany Lai, Investor Relations and Communications</p>
    <p><a href="https://www.globenewswire.com/Tracker?data=H3UTcGfXMzljE8ir1Z4t9wRHvEtZT4H4j_rqkWyos9gxKQBXqB8r2NuTS8ZAlvxEdFaY3Wq-qjufWfEWZG3S1w==" rel="nofollow" target="_blank">IR@agba.com</a></p>
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</article>

Triller Group issued a Regulation FD update to confirm Yorkville is not funding the company currently and no undisclosed Yorkville arrangements exist. The note liabilities and BKFC collateral litigation remain ongoing, with no repayment or trial date set. The release aims to reduce investor uncertainty ahead of Nasdaq remediation and SEC filings, while litigation and collateral values remain key watch items.

TRILLER GROUP INC PROVIDES CLARIFICATION REGARDING YORKVILLE ADVISORS FOLLOWING STOCKHOLDER QUESTIONS AT ANNUAL GENERAL MEETING

AI Summary

Sentiment Rationale

Trading Thesis

Market-Moving

Key Facts

Companies Mentioned

Legal

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