Triller Group Inc

This management proposal seeks shareholder approval to authorize the Board to effect, at its discretion within one year after the Annual Meeting, a reverse stock split of the Company’s common stock by a ratio up to 1-for-10. Management frames the measure as a tool to increase the per-share market price to help the Company satisfy Nasdaq Capital Market continued listing requirements and to broaden the investor base by making the stock more acceptable to institutional and broker-dealer practices that avoid low-priced equities. The Board retains discretion both over whether to implement any reverse split and over the exact ratio (within the approved range), which allows it to select a timing and ratio that it believes maximizes shareholder value or listing prospects, and it may abandon the action prior to filing if market or other conditions change. The proposal contemplates uniform treatment of all shareholders and cash-in-lieu for fractional shares, with related tax and procedural consequences explained in the proxy. Management acknowledges significant caveats: a reverse split does not guarantee a proportional market price increase, may not preserve market capitalization, and may create odd-lot holdings with higher per-share transaction costs for some investors. The Board highlights potential benefits such as reduced administrative costs and enhanced liquidity profile, but warns that market perception, company fundamentals, and broader conditions could offset intended effects. The proposal contains standard procedural mechanics (filing a certificate of amendment in Delaware, new CUSIP, exchange procedures for certificates, treatment of employee plans and convertible instruments) and contemplates pro rata adjustments to options, warrants and awards. From a governance perspective, the Board’s retained discretion, inclusion of cash-in-lieu for fractional shares, and the one-year implementation window provide flexible execution but concentrate implementation choices in management hands; shareholders are voting for authorization rather than an immediate, fixed split ratio.

This management proposal asks shareholders to approve an amendment to the Company’s Certificate of Incorporation to change the corporate name to Eight Holdings Inc. Management presents the change as a branding and strategic alignment decision intended to better reflect the Company’s evolving business strategy and corporate identity; the Board also reserves the right to abandon the change prior to filing if circumstances change. The proposal does not alter shareholder rights, outstanding share validity, or listing status, though the Company will seek a new ticker and effect administrative filings upon approval. From a governance standpoint this is largely administrative and cosmetic, intended to support strategy or repositioning, and carries minimal direct economic impact on shareholders. The Board’s unanimous recommendation indicates confidence that the name better aligns with future plans; however, shareholders should consider whether the name change accompanies any substantive strategic shifts or financings (the proxy includes other transformational proposals such as the Nasdaq 20% authorization and incentive plan). The filing notes that stock certificates remain valid and need not be exchanged, minimizing friction for holders. Overall, the proposal is routine in nature—an administrative corporate action with limited risk or dilutive effect, but it may signal management’s intent to reposition the company in the market and should be read in context with other proposals presented at the meeting.

This management proposal requests shareholder approval of the Triller Group Inc. 2026 Equity Incentive Plan and the reservation of 39,700,000 shares for future awards. The Plan is comprehensive—authorizing stock options (incentive and non-qualified), stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalents and other equity-based awards—to employees, non-employee directors and consultants, and vests administrative authority in the Board or a designated committee. Management frames the Plan as necessary to attract and retain talent, align employee and director interests with shareholders, and motivate long-term performance; the Plan contains typical provisions for adjustments upon recapitalizations, Change in Control protections, Section 409A compliance, transfer restrictions, and tax withholding. The share reserve and plan mechanics create potential dilution; shareholders should weigh the 39.7 million share reserve against current outstanding shares (197,466,991 as of the record date) and consider dilution implications in conjunction with the Nasdaq 20% issuance proposal and any planned financings. The Plan includes standard anti-dilution and adjustment provisions, limits on re-pricing without shareholder approval, and Administrator discretion over grant terms and eligibility—concentrating significant implementation power with management/committee. From an investor governance perspective, the Plan appears consistent with market practices but warrants scrutiny of the aggregate share pool, potential burn rate, grant practices, and the alignment of performance metrics and vesting schedules to shareholder value creation. The Board’s unanimous recommendation signals management confidence that the Plan is necessary for competitiveness, but approval will materially increase the available share universe for compensation purposes and could exacerbate dilution if combined with large private placements contemplated elsewhere in the proxy.

This management proposal seeks shareholder approval under Nasdaq Listing Rule 5635(d) to permit the Company to issue, in one or more private placements, shares or convertible/exercisable securities in excess of 20% of outstanding stock—an authorization typically required to complete PIPE financings below Nasdaq’s Minimum Price threshold. The Board states it may pursue private placements, including a potential PIPE financing of up to $300 million consisting of 200–300 million shares at $1.00–$1.50 per share, though no definitive agreements exist as of the proxy date. Approval would give management the flexibility to raise equity capital expeditiously, which the Board argues is important to support operations, strategic initiatives, or acquisitions; if not approved, the Company may face constraints in raising timely capital or be forced into less attractive financing alternatives. The principal shareholder impact is dilution of existing holders’ ownership and potential downward pressure on share price and EPS depending on transaction terms; the proxy discloses this risk and states that abstentions count as votes against. From an investor-oversight perspective, the broad authorization combined with the sizeable contemplated financing suggests shareholders should consider the size, price, investor identity, and any governance concessions accompanying such financings (e.g., registration rights, board or observer rights, anti-dilution protections). The Board’s recommendation to approve appears tied to the need for capital flexibility, but shareholders will be voting to grant management wide authority to execute dilutive private placements and should weigh that against current capital needs, potential alternatives, and the company’s disclosure of use of proceeds and target terms.