On April 16, 2026, Triller Group's common stock was reinstated on Nasdaq — not from a
suspension, but from a full delisting. The fight to get back is over. The question every investor is
now asking is the same one: what does management do with this second chance?
This memo guides investors through the three businesses at the core of the Triller Group, the
pipeline management built throughout 2025 while the accounting failure left it unable to act, and
why the current share price reflects neither the reality of those assets nor the scale of what this
management team has already proved it can do. It also makes one point that deserves to be stated
clearly and for the record: none of the problems that brought Triller to the brink were created by the
people now running it.
“For much of the past year, management has been in a necessary get-ready-and-wait
posture while completing the reporting reset and working toward a return to more normal
listed-company footing. During that time, we prepared the next phase of the business,
including selective acquisition opportunities, expansion initiatives, broader growth plans
and capital-raising alternatives. Many of those initiatives could not be advanced in the
ordinary course while trading remained suspended.”
— Wing-Fai Ng, CEO — April 14, 2026 (Form 10-K Press Release)
For the record: who created these problems.
The delinquent filings, the legacy capital structure, the Yorkville debt, the loss of BKFC board
rights, the social media operations that burned capital without building revenue — none of it was
created by current management. The CEO said it on April 14. He said it again on April 16. Both
times, in plain English.
“Current leadership inherited these legacy issues; it did not create them, but it took responsibility
for resolving them. The work required arose from reporting, documentation, governance and
capital-structure issues from prior periods, before current management assumed operating
control.”
The direct consequence: a complete capital raising lockout.
Under SEC rules, a company with delinquent periodic filings cannot register new securities for
public sale. No Form S-1. No shelf registration. No public equity offering of any kind. From
October 2024, when the merger closed, until January 2026, when the first filings were made
current — over a year — Triller Group was locked out of public capital markets entirely. The
previous management team left behind accounts that could not be completed, audited, or filed.
With no ability to raise public capital, current management had no means to repay the Yorkville
debt that cost BKFC its 3 million shares, no means to fund the social media rebuild, and no
means to execute the strategic plan. Every door that requires a cheque was closed. The only tool
available was AGBA’s operating cash flow — the Hong Kong business that kept the whole Group
alive.
April 16, 2026: the straitjacket comes off.
The completion of all outstanding filings and the reinstatement of the Nasdaq listing is not merely
a compliance achievement. It is the moment the capital lockout ends. For the first time since the
merger, Triller Group can approach capital markets, file a registration statement, and raise the
money to execute the plan management has been building under the most constrained
conditions imaginable. The only question now is what they do with that freedom.
The delisting is reversed. The pipeline is ready. The clock is running.
01 The three businesses investors should now focus on.
Triller Group operates three publicly disclosed business segments. FY2025 segment data from the
10-K tells a story that goes beyond the headline numbers — and the story is more interesting than it
first appears.
FY2025 Segment Social Media Sports Streaming Financial Services
Revenue $0 $0 $21.6M
Net segment loss $(50.1M) $(4.5M) $(1.1M)
Status Streamlined / Reset Operating Revenue anchor
Read carefully: 100% of Group revenue in FY2025 came from financial services (AGBA Hong
Kong). Social media and sports streaming generated no reported revenue. Yet those two
segments — Triller App and BKFC — are precisely where management has been preparing the
next phase. That is not a weakness. That is the opportunity.
And one more thing these numbers do not show: none of this was created by the management
team now running the company. On April 16 — the day trading resumed — CEO Wing-Fai Ng
said it plainly: “Although we did not create the issues, we nevertheless took responsibility for
resolving them.” That sentence is the character reference for this management team. The work
since then is the proof.
What the “$0 revenue” headlines miss.
“$0 from social media.” Correct fact. Wrong conclusion. Management made a deliberate
decision to stop deploying capital into social media activities that were not delivering acceptable
economics. The app was not abandoned — it was reset. That is capital discipline, not business
failure. The 327 million consumer accounts are still there.
“$0 from sports streaming.” Correct fact. Wrong explanation. BKFC did not stop generating
revenue in 2025. It was deconsolidated from Triller’s accounts following Yorkville’s foreclosure on
3,000,000 BKFC shares — a consequence of the previous management’s debt, not of BKFC’s
performance. The $0 is an accounting entry, not a business reality.
“Going concern.” Real, disclosed, and already being addressed. With the Nasdaq listing
reinstated and all filings current, Triller can now raise public capital for the first time since the
merger. The going-concern note reflects where the Company was. The restored listing reflects
where it is going.
Written before April 16. Every negative headline written in April 2026 about Triller’s 2025
results was published before trading resumed on Nasdaq. They describe the rear-view mirror.
This memo describes the windshield.
02 Social media: a dormant giant with a plan.
Triller App
Social Media Segment
The headline fact from the 10-K is striking: Triller’s social media segment reported zero revenue in
FY2025. But the number that matters most is not the revenue figure — it is the user base
underneath it.
327M+
Consumer accounts on record
Across Triller app, TrillerTV and BKFC • Source:
2025 Form 10-K
$420M+
Raised and invested since 2019
In platform, content, technology and audiencebuilding
• Source: 2025 Form 10-K
Management made a deliberate and difficult decision in 2025: rather than continue deploying capital
into social media activities that were not delivering acceptable economics, the business was
substantially streamlined. The Triller app did not fail. It was stopped. There is a significant
difference.
What this means: A management team that shuts down a money-losing operation despite its
scale is demonstrating capital discipline, not defeat. The question is not why they stopped — it is
what they are planning to restart, and on what terms.
The 10-K is explicit that management’s central priority for 2026 is monetization: converting the
Company’s audience, assets and infrastructure into more durable revenue. With 327 million
consumer accounts on record and $420 million worth of platform infrastructure behind them, the
raw material for that monetization plan is already in place.
What form will that plan take? Management has committed to a broader strategic update by end of
April 2026 that is expected to address monetization initiatives specifically. The June 2025 strategic
review flagged acquisition opportunities as part of the strategy. The April 16 press release
confirmed that the restored listing “restores broader flexibility in evaluating financing, strategic and
corporate development opportunities.”
“In 2026, management’s central operating priority is monetization: converting the
Company’s audience, assets and infrastructure into more durable revenue, better unit
economics and stronger long-term shareholder value.”
— Wing-Fai Ng, CEO — April 14, 2026 (Form 10-K Press Release)
03 BKFC: bought with shareholder money, lost to Yorkville debt, and
being recovered.
Bare Knuckle Fighting Championship (BKFC)
Sports Streaming Segment • The real story behind the zero.
The sports streaming segment reported zero revenue in FY2025. That number has confused
analysts and unsettled investors. It should do neither. It requires a specific explanation — one that
management owes shareholders plainly.
What happened to BKFC — and why.
On June 20, 2025, Yorkville effected a foreclosure under the Amended and Restated Pledge
Agreement dated June 28, 2024 — collateral pledged against a Convertible Promissory Note
taken on by the previous management team. Following its allegations of events of default,
Yorkville transferred 3,000,000 shares of BKFC common stock — previously pledged as collateral
by Triller Hold Co LLC — to itself. Those 3,000,000 shares represented approximately 17.2% of
BKFC. As a direct result, Triller’s beneficial ownership in BKFC fell from 56.93% to 38.91%. On
July 1, 2025, the majority stockholders of BKFC amended its certificate of incorporation to
formally remove Triller’s board designation rights. BKFC was deconsolidated from the Group’s
financial statements as of that date.
The zero in the sports streaming segment is not evidence that BKFC stopped operating. It is the
accounting consequence of lost control. BKFC kept running events throughout 2025. That
revenue stopped appearing in Triller’s consolidated accounts from the moment those 3,000,000
shares were transferred and board rights were stripped on July 1, 2025.
This was not a decision made by current management. The Convertible Promissory Note that gave
Yorkville its leverage was entered into on June 28, 2024 — before current management assumed
operating control. It was a consequence of a legacy capital structure created before current
management assumed control — one that current management inherited, disclosed fully in its
public SEC filings, and now has the tools to address with the Nasdaq listing restored. And crucially
— for the first time since the merger closed — Triller can now file a registration statement and raise
public capital. Repurchasing the Yorkville BKFC shares is precisely the kind of targeted, highconfidence
use of that capital that management has been waiting to execute.
BKFC Ownership Before Yorkville (pre-June
2025)
After Yorkville Foreclosure
Triller beneficial ownership ~56.93% (majority) ~38.91% (minority)
Board designation rights Yes Lost
BKFC consolidated in
accounts
Yes No — deconsolidated
Sports streaming revenue $4.1M (FY2024) $0 (FY2025)
So what is BKFC actually worth? The June 2025 strategic review described it as “one of the fastestgrowing
combat sports franchises in the world.” Conor McGregor — the most commercially
successful combat sports athlete in history — is an owner. BKFC broadcasts across 60+ countries.
It is the first and only regulated bare knuckle fighting promotion in the United States since 1889.
These are not the characteristics of a marginal sports asset. They are the characteristics of a
franchise at an early stage of a very large commercial opportunity.
What this means: The path to recovering BKFC is now open. With the Nasdaq listing reinstated,
management can raise capital, use listed equity in transactions, and execute the targeted
repurchase of the Yorkville shares and other minority holdings needed to restore majority control.
The April 16, 2026 press release confirmed explicitly: the restored listing “restores broader
flexibility in evaluating financing, strategic and corporate development opportunities, including,
where appropriate, the ordinary use of the Company’s listed equity securities.” BKFC’s recovery is
precisely the kind of opportunity that sentence was written for.
“The restoration of an active Nasdaq market for the Company’s securities supports
liquidity and investor visibility and restores broader flexibility in evaluating financing,
strategic and corporate development opportunities, including, where appropriate, the
ordinary use of the Company’s listed equity securities.”
— Triller Group Inc. — April 16, 2026 (Trading Resumption Press Release)
When majority control is restored: BKFC’s revenue reappears on the Group’s consolidated income
statement. Its growth trajectory becomes part of Triller’s reported numbers. Its synergies with the
social media platform and TrillerTV become activatable. A fast-growing combat sports franchise
with global distribution and a celebrity owner goes from being an off-balance-sheet asset to a core
driver of Group revenue. That is a significant change in the investment case for ILLR shares.
04 AGBA Hong Kong: the anchor that held everything together.
AGBA Group — Hong Kong Financial Services
Financial Services Segment • The Group’s sole revenue-generating segment in FY2025
AGBA is the segment that deserves the most credit for Triller Group’s survival through 2024 and
2025. While the rest of the Group was being restructured, reporting was being resolved, and the
Nasdaq appeal was being fought, AGBA kept operating. It generated every dollar of the Group’s
$21.6 million in FY2025 revenue. It provided the financial foundation that made everything else
possible.
400,000+
Clients across Asia
Individual & corporate • 30+ years
operating history
2,000+
Products on OnePlatform
80+ insurance providers • 48 asset
management houses
$21.6M
100% of Group revenue
FY2025
Sole revenue-generating segment •
Net segment loss only $(1.1M)
The CEO’s April 14 statement was unusually personal in its gratitude toward AGBA: “I am
especially grateful to our Hong Kong management, employees and financial advisors for the
professionalism, discipline and client focus they demonstrated throughout 2025. Their work helped
sustain the broader organization through a difficult transition and positioned the Group for more
durable, higher-quality growth.” That is not boilerplate language. It reflects the reality that AGBA
was the engine room of the Group during its most difficult period.
AGBA is also one of the most defensible assets in the Group’s portfolio. The Company’s own 10-K
describes it as “a long-standing Hong Kong franchise with substantial customer relationships,
product-provider access, operational know-how and market reputation that we believe remain
difficult to replicate.” A 30-year-old, regulated financial services franchise in Hong Kong, with
400,000+ clients, 338 independent financial advisors, and a proprietary omnichannel platform —
that is not an asset built overnight, and it is not an asset easily displaced.
In February 2026, even while the Nasdaq fight was ongoing, AGBA relocated its Hong Kong
operations to a new, expanded office — a signal of forward momentum, not retrenchment.
Management publicly described the move as part of an acceleration toward profitability in 2026.
What this means: AGBA was effectively breakeven in FY2025 with a steady and strong
cashflow. This was achieved during the most operationally demanding year in the Group’s history.
With the integration burden now lifted, AGBA is not on a path to profit growth. It is already at the
door.
05 The pipeline: built throughout 2025 while the accounts were
missing.
The most important insight from the April press releases is one that has not received sufficient
attention: the pipeline was not built during 107 days of delisting. It was built throughout all of 2025
— an entire year during which the accounting failure left the Company without audited accounts,
locked out of capital markets, and unable to act on any of the opportunities management could see
in front of it.
The CEO was explicit: acquisition opportunities evaluated, expansion initiatives planned, capitalraising
alternatives developed. All of it prepared during 2025 while management was forced to
watch from the sidelines — unable to raise capital, unable to file a registration statement, unable to
move. The delisting in December 2025 was the final chapter of that paralysis, not the cause of it. All
of it is now actionable.
What management said What it signals
“Selective acquisition
opportunities”
evaluated
M&A pipeline already assessed — not starting from zero. Management
enters the market with targets identified, due diligence done or in
progress.
“Expansion initiatives”
prepared
Organic growth plans for existing businesses are ready to deploy, not
still being designed.
“Broader growth plans”
developed
Strategic architecture for the next phase is already built. The April
strategic update will reveal the shape of it.
“Capital-raising
alternatives” evaluated
Financing options have been assessed. With the listing restored and
equity available as a tool, management knows which path it wants to
take.
“Ordinary use of listed
equity securities”
restored
Triller can now use its Nasdaq-listed stock in transactions —
acquisitions, partnerships, financing — that were impossible while the
Company was delisted.
06 A final word on valuation.
Triller Group’s current share price reflects a company that has just been reinstated on Nasdaq after
a full delisting — 107 days off the exchange entirely — with a going-concern note, zero revenue
from two of its three segments, and a recent history of delinquent filings. That is the rear-view
mirror.
What the current share price does not reflect is what is now in the windshield — and who is driving:
a 327-million-account user base that management chose to preserve rather than abandon. A
combat sports franchise growing faster than almost any comparable asset. A 30-year Hong Kong
financial services business that was the only thing generating revenue through the worst of it. A
management team that was handed a burning building, did not run, filed every delinquent report,
won a Nasdaq reinstatement that almost no company has ever achieved, and enters the next
chapter having already earned — in the hardest possible way — the right to be taken seriously.
That is not a team that should be priced at distressed levels. That is a team that has earned a
second look.
The Current Share Price Makes No Sense.
Three businesses. A 300M+ user base. BKFC. A 30-year Hong Kong franchise. Acquisitions in
the pipeline.
Our next analysis piece will address the valuation of Triller Group shares directly.
