UNITED STATES OF AMERICA

UNITED STATES OF AMERICA

before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 104531 / December 31, 2025

Admin. Proc. File No. 3-22573

In the Matter of the Application of

TRILLER GROUP, INC.

For Review of Action Taken by

THE NASDAQ STOCK MARKET LLC

ORDER DENYING STAY

On December 26, 2025, a Hearings Panel of The Nasdaq Stock Market LLC (the

“Hearings Panel”) determined to suspend trading in and delist the securities of Triller Group, Inc.

Triller subsequently filed an emergency motion with the Commission asking us to stay the

Hearings Panel’s decision while the company also requests review by the Nasdaq Listing and

Hearing Review Council (the “Listing Council”) of the Hearings Panel’s decision. For the

reasons below, we deny Triller’s motion for a stay.

I.

Background

Nasdaq staff notified Triller on three occasions, between April 2025 and August 2025,

that the company was not in compliance with Nasdaq’s “Periodic Filing Rule,” 1 because the

company had not filed its Form 10-K for the year ended December 31, 2024, or its Forms 10-Q

for the quarters ended March 31, 2025, and June 30, 2025. Nasdaq staff subsequently granted

Triller an exception until October 13, 2025, to regain compliance with the Periodic Filing Rule,

but warned Triller that, if it did not satisfy the terms of the exception, the company’s securities

would be delisted. After Triller failed to meet the terms of the exception, Nasdaq staff

determined to delist Triller’s securities, effective October 23, 2025, unless Triller filed an appeal

to a Nasdaq Hearings Panel.

Triller appealed, and a Hearings Panel conducted a hearing on November 25, 2025. As

part of that process, Triller proposed a timeline in which the company would regain compliance

with the Periodic Filing Rule, including, as relevant here, by filing its delinquent forms by

December 24, 2025. Based in part on Triller’s representations, the Hearings Panel granted

1

Nasdaq Rule 5250(c)(1).

2

Triller’s request to continue the company’s listing on Nasdaq so long as the company regained

compliance with the Periodic Filing Rule by December 24, 2025. In doing so, the Hearings

Panel emphasized that it would “not be inclined to grant any extensions” and that Triller “should

be held to a strict timeline in light of the amount of time investors have not had access to audited

financials.”

On December 22, 2025, Triller requested another extension in which to comply with the

Periodic Filing Rule. On December 26, 2025, the Hearings Panel determined that such an

extension was not appropriate, that the company’s securities would be delisted, and that trading

would be suspended at the open of trading on December 30, 2025. In reaching this decision, the

Hearings Panel again noted the length of time investors had been without financial information

about Triller and that Triller’s own extension request contained inconsistencies indicating that

the company was unlikely to comply with its own new requested deadline.

On December 29, 2025, Triller filed this emergency motion asking the Commission to

stay the Hearings Panel’s decision while the company also seeks review through Nasdaq’s

process.

II.

Analysis

Assuming, arguendo, that Triller may seek a stay from the Commission, as it attempts to

do, under Exchange Act Section 19(d)(2) and Rule of Practice 401(d), 2 we find at this interim

stage that Triller has not made the necessary showing. Granting a stay is an “extraordinary

remedy,” and the movant bears the burden of establishing that relief is warranted. 3 In

determining whether to grant a stay, we consider whether (i) there is a strong likelihood that the

movant will eventually succeed on the merits of the appeal; (ii) the movant will suffer irreparable

harm without a stay; (iii) any other person will suffer substantial harm as a result of a stay; and

(iv) a stay is likely to serve the public interest. 4

The appropriateness of a stay turns on a weighing of the strengths of these four factors,

though the first two are the most critical, and not all four must favor a stay for a stay to be

granted. 5 A movant need not establish that it is likely to succeed on the merits to obtain a stay,

but it must at least “raise[] a ‘serious legal question’ on the merits” and show that “the other

factors weigh heavily in its favor.” 6 “Because the moving party must not only show that there

2

Exchange Act Section 19(d)(2), 15 U.S.C. § 78s(d)(2) (authorizing Commission to stay

challenged self-regulatory organization action); 17 C.F.R. § 201.401(d).

3

2018).

4

2017).

5

6

Bloomberg L.P., Exchange Act Release No. 83755, 2018 WL 3640780, at *7 (July 31,

Bruce Zipper, Exchange Act Release No. 82158, 2017 WL 5712555, at *3 (Nov. 27,

Bloomberg, 2018 WL 3640780, at *7.

Zipper, 2017 WL 5712555, at *6 (quoting Sherley v. Sebelius, 644 F.3d 388, 398 (D.C.

Cir. 2011)).

3

are ‘serious questions’ going to the merits, but must additionally establish that ‘the balance of

hardships tips decidedly in its favor,’ its overall burden is no lighter than the one it bears under

the ‘likelihood of success’ standard.” 7

Applying this standard, we deny Triller’s stay request because, at this interim stage, the

company has not shown a likelihood of success or raised a serious legal question on the merits

and the remaining factors on balance also weigh against a stay.

A.

At this interim stage, Triller has not shown a likelihood of success or raised a serious

legal question on the merits.

Triller does not dispute that it violated Nasdaq’s Periodic Filing Rule or that it has failed

to regain compliance. It instead argues that Nasdaq violated Triller’s procedural due process

rights “by failing to provide procedures by which Triller can obtain a stay during the pendency of

the Commission’s emergency review.” However, Triller acknowledges that it is still pursuing

relief through Nasdaq’s own review process. And while the Exchange Act requires selfregulatory organizations like Nasdaq to “provide fair procedures,” 8 Triller has not shown at this

interim stage that Nasdaq has denied it such procedures.

Courts have long explained that requiring parties to exhaust their administrative remedies

“promotes the development of a record in a forum particularly suited to create it, upon which the

Commission and, subsequently, the courts can more effectively conduct their review.” 9 Indeed,

the Commission’s Rule of Practice 401—which Triller cites as a basis for seeking a Commission

stay—contemplates a fully developed record before considering such a stay, as the rule requires

that an aggrieved party seeking to stay a self-regulatory action must do so “at the time an

application for review is filed” with the Commission. 10 Triller has not yet filed such an

application for review of Nasdaq action with the Commission, and we do not find that Triller has

otherwise shown a sufficient basis for us to conclude that Nasdaq had denied the company a fair

procedure at this interim stage.

Moreover, exhaustion requirements provide agencies an opportunity to correct any

errors, 11 and Nasdaq’s rules provide that the Listing Council may call the Hearings Panel’s

7

Id. (quoting Citigroup Glob. Mkts., Inc. v. VCG Special Opportunities Master Fund Ltd.,

598 F.3d 30, 35 (2d Cir. 2010) (emphasis in original)); see also Wash. Metro. Area Transit

Comm’n v. Holiday Tours, Inc., 559 F.2d 841, 843 (D.C. Cir. 1977) (explaining that the

“necessary ‘level’ or ‘degree’ of possibility of success will vary according to the court’s

assessment of the other factors”).

8

(h)(1).

Epstein v. SEC, 416 F. App’x 142, 148 (3d Cir. 2010); see also 15 U.S.C. § 78o-3(b)(8),

9

MFS Sec. Corp. v. SEC, 380 F.3d 611, 621 (2d Cir. 2004).

10

17 C.F.R. § 201.401(d)(1).

11

Cf. MFS Sec. Corp., 380 F.3d at 622 (explaining that, “[w]hatever error there may be, the

administrative body must be given an opportunity to correct it”).

4

decision for review and may stay that decision. 12 While Triller states that it has requested such

review of the Hearings Panel’s decision and a stay of the trading suspension, Triller does not

allege that the Listing Council has yet acted on the Hearings Panel’s decision or determined

whether to stay the panel’s decision. 13 Nor has Triller yet shown that Nasdaq has otherwise

failed to comply with its own rules. We therefore find at this interim stage that Triller has not

shown a likelihood of success or raised a serious legal question on the merits.

B.

The remaining factors weigh against a stay.

To establish irreparable harm, a movant must identify “an injury that is both certain and

great and actual and not theoretical” and show that “the alleged harm will directly result from the

action which the movant seeks to stay.” 14 The Commission has previously stated that “the fact

that an applicant may suffer financial detriment” generally does not amount to the “level of

irreparable injury warranting issuance of a stay.” 15 Nevertheless, “the destruction of a business,

absent a stay, is more than just ‘mere’ economic injury, and rises to the level of irreparable

injury.” 16

Here, Triller argues that the Hearings Panel’s delisting decision will harm Triller’s plans

to raise capital, its reputation, and its existing shareholders. These considerations are outweighed

by Triller’s failure to show a likelihood of success or to raise a serious legal question on the

merits and by the potential harm to investors and the public interest discussed below. 17

Triller also fails to establish that the final two factors—whether a stay would

substantially harm others and would likely serve the public interest—favor relief. Triller claims

that its stay request “has no impact on Nasdaq.” But, as the Commission has explained, there is

12

Nasdaq Rule 5820(b).

13

Triller also asks, without citation or further explanation, that the Commission “compel”

the Listing Council to call the Hearings Panel’s decision for review. Triller provides no basis,

and we find none, for ordering such relief here. Cf. Merrimac Corp. Sec., Exchange Act Release

No. 86404, 2019 WL 3216542, at *25 & n.158 (July 17, 2019) (addressing “only those

arguments developed with sufficient clarity” and citing U.S. Telecom. Ass'n v. FCC, 825 F.3d

674, 708 (D.C. Cir. 2016) (explaining that “[i]t is not enough merely to mention a possible

argument in the most skeletal way, leaving the court to do counsel’s work”)).

14

Zipper, 2017 WL 5712555, at *4 (cleaned up).

15

Robert J. Prager, Exchange Act Release No. 50634, 2004 WL 2480717, at *1 (Nov. 4,

2004).

16

Minim, Inc., Exchange Act Release No. 102482, 2025 WL 606061, at *4 (Feb. 25, 2025)

(citation omitted).

17

See, e.g., Lek Secs. Corp., Exchange Act Release No. 95014, 2022 WL 1769802, at *8

(May 31, 2022) (“We do not dispute that the cease to act determinations will cause Lek to suffer

irreparable harm. But Lek’s failure to raise a serious legal question on the merits means Lek has

not met its burden for seeking a stay.”).

5

a strong public interest in Nasdaq’s enforcing its listing standards. 18 Investors must be able to

rely on a company’s listing on the exchange as an indication that the company meets certain

requirements (or has a satisfactory plan to regain compliance with them). And investors have the

potential to be harmed by relying on Triller’s listing on Nasdaq as an indication that the company

meets Nasdaq’s listing requirements when, as the company admits, it remains out of compliance

with those standards. 19 Indeed, Triller shareholders and potential shareholders have been

without audited or current financial information and without other current information because

Triller has not filed a periodic report since it filed its Form 10-Q for the quarter ended September

30, 2024, in November 2024. The Commission has explained that “reporting requirements are

‘the primary tool[s] which Congress has fashioned for the protection of investors from negligent,

careless, and deliberate misrepresentations in the sale of stock and securities.’” 20 An issuer’s

failure to file periodic reports violates “a central provision of the Exchange Act . . . , depriv[ing]

both existing and prospective holders of its registered stock of the ability to make informed

investment decisions based on current and reliable information.” 21 Staying the Hearings Panel’s

suspension and delisting decision would undermine these important purposes of Nasdaq’s listing

standards.

18

Minim, 2025 WL 606061, at *4.

19

See Tassaway, Inc., Exchange Act Release No. 11291, 1975 WL 161326, at *2 (Mar. 13,

1975) (“[P]rospective future investors . . . [are] entitled to assume that the securities in the

system meet the system’s standards. Hence the presence in NASDAQ of non-complying

securities could have a serious deceptive effect.”).

20

Am.’s Sports Voice, Inc., Exchange Act Release No. 55511, 2007 WL 858747, at *4 n.17

(Mar. 22, 2007) (alteration in original) (quoting SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18

(1st Cir. 1977)).

21

Accredited Bus. Consolidators Corp., Exchange Act Release No. 75840, 2015 WL

5172970, at *2 (Sept. 4, 2015); see also United States v. Arthur Young & Co., 465 U.S. 805, 810

(1984) (observing that “[c]orporate financial statements are one of the primary sources of

information available to guide the decisions of the investing public”); Notice Of Filing Of

Proposed Rule Change To Require Listed Companies To Publicly Disclose Compensation Or

Other Payments By Third Parties To Board Of Director’s Members Or Nominees, 81 Fed. Reg.

19678, 19679 (Apr. 5, 2016) (explaining that a principal purpose of Nasdaq’s Periodic Filing

Rule “is to protect investors and ensure these investors have necessary information to make

informed investment and voting decisions”).

6

*

*

*

For these reasons, we find that the stay factors on balance weigh against granting such

relief at this interim stage while Triller continues to pursue an appeal before Nasdaq.

Accordingly, it is ORDERED that Triller Group, Inc.’s motion for a stay is denied.

By the Commission.

Vanessa A. Countryman

Secretary