What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 1502 added, 975 removed, 648 unchanged (79% of the section changed)

FINANCIAL STATEMENTS

AGBA GROUP HOLDING

TRILLER GROUP

(Formerly AGBA

Group Holding Limited)

CONDENSED CONSOLIDATED

2 unchanged sentences

in United States Dollars (“US$”), except for number of shares)

September 30,

Current assets:

5 unchanged sentences

Notes receivable, net

Receivable from Yorkville

Promissory notes receivable from Triller LLC

9 unchanged sentences

Total non-current assets

LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current liabilities:

5 unchanged sentences

Income tax payable

Lease liabilities, current

Operating lease liabilities, current

Warrant liabilities

1 unchanged sentence

Non-current liabilities:

Lease liabilities, non-current

Operating lease liabilities, non-current

Total non-current liabilities

1 unchanged sentence

Commitments and contingencies

Shareholders’ (deficit) equity:

Ordinary shares, $ 0.001 par value;

200,000,000 shares authorized, 81,810,429 and 68,661,998 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

Ordinary shares to be issued

Stockholders’ (deficit) equity:

Preferred stock, $ 0.001 par value;

100,000,000 shares authorized

Series A-1 preferred stock, $ 0.001 par value;

11,803,398 shares designated, nil shares issued and outstanding as of September 30, 2024 and December 31, 2023

Series B preferred stock, $ 0.001 par value;

35,000 shares designated, nil shares issued and outstanding as of September 30, 2024 and December 31, 2023

Common stock, $ 0.001 par value;

1,400,000,000 shares authorized, 47,317,308 and 33,240,991 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively #

Common stock to be issued

Subscription receivable

5 unchanged sentences

( 65,601,152 )

Total shareholders’ (deficit) equity

Total stockholders’ (deficit) equity

( 5,858,781 )

TOTAL LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

# Giving retroactive effect to the forward stock split and reverse

stock split (see Note 14).

See accompanying

notes to unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING

TRILLER GROUP

(Formerly AGBA

Group Holding Limited)

UNAUDITED CONDENSED

4 unchanged sentences

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

Loans interest income

6 unchanged sentences

Interest expense

( 1,147,912 )

( 1,723,179 )

Commission expense

30 unchanged sentences

( 2,242,167 )

( 1,436,382 )

Total operating expenses

10 unchanged sentences

Interest income

Foreign exchange (loss) gain, net

Foreign exchange gain (loss), net

Investment income (loss), net

1 unchanged sentence

( 4,281,454 )

( 3,649,404 )

Change in fair value of forward share purchase liability

2 unchanged sentences

Sundry income

Total other (expense) income, net

Total other income (expense), net

( 1,522,428 )

5 unchanged sentences

( 35,523,122 )

Income tax (expense) benefit

Income tax expense

$ ( 9,419,182 )

2 unchanged sentences

$ ( 35,578,728 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustment

4 unchanged sentences

$ ( 35,663,142 )

Weighted average number of ordinary shares outstanding – basic and diluted

Net loss per ordinary share – basic and diluted

Weighted average number of common stocks outstanding – basic and diluted #

Net loss per share – basic and diluted

# Giving retroactive effect to the forward stock split and reverse

stock split (see Note 14).

See accompanying

notes to unaudited condensed consolidated financial statements.

HOLDING LIMITED

TRILLER GROUP

(Formerly AGBA

Group Holding Limited)

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(Currency expressed

in United States Dollars (“US$”), except for number of shares)

the six months ended June 30, 2024

shares to be issued

comprehensive

shareholders’

the nine months ended September 30, 2024

stock to be issued

comprehensive (loss) income

stockholders’

equity (deficit)

as of January 1, 2024

1 unchanged sentence

$ ( 65,601,152 )

of ordinary shares to settle finder fee

of ordinary shares for private placement

of common stocks to settle finder fee

of common stocks for private placement

( 2,139,252 )

( 2,051,280 )

of common stocks to independent directors under 2024 Equity Incentive Plan

compensation to consultants

compensation to a director and officers

(13) (i), (ii), (vi), (vii),

compensation to directors, officers, and employees

(i), (ii), (vii), (x), (xi)

issued for service rendered and purchase option

shares from forward and reverse splits

currency translation adjustment

2 unchanged sentences

( 28,849,026 )

as of June 30, 2024

as of September 30, 2024

$ ( 2,051,280 )

2 unchanged sentences

$ ( 5,858,781 )

the six months ended June 30, 2023

shares to be issued

For the nine months ended September 30, 2023

Common stock to be issued

comprehensive

shareholders’

as of January 1, 2023

$ ( 384,938 )

stockholders’

Balance as of January 1, 2023

$ ( 384,938 )

of ordinary shares to settle finder fee

of holdback shares

$ ( 16,395,133 )

of amount due to the holding company

currency translation adjustment

loss for the period

Issuance of common stocks to settle finder fee

Issuance of holdback shares

Share-based compensation

Forgiveness of amount due to the holding company

Foreign currency translation adjustment

Net loss for the period

( 35,578,728 )

as of June 30, 2023

Balance as of September 30, 2023

$ ( 469,352 )

$ ( 51,973,861 )

# Giving retroactive effect to the forward stock split and reverse

stock split (see Note 14).

See accompanying

notes to unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING

TRILLER GROUP

(Formerly AGBA

Group Holding Limited)

UNAUDITED CONDENSED

2 unchanged sentences

in United States Dollars (“US$”))

For the six months ended

For the nine months ended

September 30,

Cash flows from operating activities:

4 unchanged sentences

Non-cash lease expense

Depreciation on property and equipment

Interest income on notes receivable

Interest income on promissory notes receivable

Interest expense on convertible promissory notes payable

Depreciation on property and equipment, net

Interest income on loans receivable, net

Interest income on notes receivable, net

Interest income on promissory notes receivable from Triller LLC

Interest expense on convertible promissory notes payable, net

Interest expense on borrowings

Foreign exchange loss (gain), net

Foreign exchange gain, net

Investment loss (income), net

( 1,281,496 )

Gain on disposal of property and equipment

Gain on disposal of property and equipment, net

Provision for allowance for expected credit losses

6 unchanged sentences

Accounts receivable

( 1,005,597 )

Loans receivable

7 unchanged sentences

Lease liabilities

( 1,455,929 )

Income tax payable

3 unchanged sentences

Cash flows from investing activities:

Proceeds from sale of long-term investments

Purchase of notes receivable

Dividends received from long-term investments

Proceeds from sale of convertible notes receivable

Proceeds from disposal of property and equipment

Proceeds from sale of long-term investments, net

Purchase of notes receivable, net

Dividends received from long-term investments, net

Proceeds from sale of notes receivable, net

Proceeds from disposal of property and equipment, net

Purchase of property and equipment

2 unchanged sentences

Advances from the holding company

Repayment of borrowings

Issue of promissory notes to Triller LLC

( 19,975,000 )

Proceeds from convertible promissory note payable, net

Settlement of forward share purchase agreement

2 unchanged sentences

Net cash provided by (used in) financing activities

( 5,316,618 )

Effect on exchange rate change on cash, cash equivalents and restricted cash

1 unchanged sentence

( 29,118,701 )

( 20,055,641 )

Beginning of period

End of period

SUPPLEMENTAL CASH FLOW INFORMATION:

Supplementary cash flow information:

Cash paid for income taxes

2 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities

Issuance of ordinary shares to settle payables

Issuance of common stock to settle payables

Forgiveness of amount due to the holding company

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

As of June 30,

As of September 30,

Reconciliation to amounts on condensed consolidated balance sheets:

4 unchanged sentences

notes to unaudited condensed consolidated financial statements.

GROUP HOLDING LIMITED

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

expressed in United States Dollars (“US$”))

1 － NATURE OF BUSINESS AND BASIS OF PRESENTATION

Group Holding Limited (“AGBA” or the “Company”) was incorporated on October 8, 2018 in British Virgin Islands.

Company, through its subsidiaries, is operating a wealth and health platform, offering a wide range of financial service and products,

covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, lending, and real estate in overseas.

AGBA is also engaged in financial technology business and financial investments, managing an ensemble of fintech investments and healthcare

investment and operating a health and wealth management platform with a broad spectrum of services and value-added information in health,

insurance, investments and social sharing.

April 16, 2024, the Company entered into the Plan of Merger (the “Merger”) with Triller Corp., a Delaware corporation and

its shareholders.

The closing of the Merger is subject to regulatory approval.

The details of the merger agreement are described in note

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

DESCRIPTION OF BUSINESS

Triller Group Inc.

(“ILLR”, “Triller

Group”, or the “Company”) (formerly AGBA Group Holding Limited (“AGBA”)) is formed in the State of Delaware,

on October 15, 2024, which was established to domicile its legal jurisdiction from British Virgin Islands to the State of Delaware.

The Company, through its subsidiaries, currently

operates a wealth and health platform, and offers a wide range of financial service and products, covering life insurance, pensions, property-casualty

insurance, stock brokerage, mutual funds and lending businesses in Hong Kong.

ILLR is also engaged in financial technology business and

financial investments, managing an ensemble of fintech investments and healthcare investment and operating a health and wealth management

platform with a broad spectrum of services and value-added information in health, insurance, investments and social sharing.

Merger Transaction

On October 15, 2024, the Company consummated the

merger transaction with Triller Corp., a Delaware corporation (“Triller”), pursuant to that certain Amended and Restated Agreement

and Plan of Merger, dated as of August 30, 2024 (as further amended, the “Merger Agreement”), by and between AGBA, its wholly

owned subsidiary AGBA Social Inc.

(“Merger Sub”), Triller and Bobby Sarnevesht, as sole representative of the Triller stockholders.

Details are described in note 4.

The accompanying unaudited condensed

consolidated financial statements reflected the operating results of AGBA for the three and nine months ended September 30, 2024

before the completion of the merger transaction.

2 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

Exchange Commission.

Certain information and footnote disclosures normally included in consolidated financial statements have been omitted

pursuant to such rules and regulations.

The consolidated balance sheet as of December 31, 2023 derived from the audited consolidated

financial statements at that date, but does not include all the information and footnotes required by U.S.

These unaudited condensed

consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto

included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed on March 28, 2024.

unaudited condensed consolidated financial statements as of June 30, 2024 and December 31, 2023 and for the three and six months ended

June 30, 2024 and 2023, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary

for a fair presentation of the Company’s financial condition, results of operations and cash flows.

The results of operations for

the three and six months ended June 30, 2024 and 2023 are not necessarily indicative of the results to be expected for any other interim

period or for the entire year.

Certain information and footnote disclosures normally included in consolidated financial statemen ts have

been omitted pursuant to such rules and regulations.

The consolidated balance sheet as of December 31, 2023 derived from the audited

consolidated financial statements at that date, but does not include all the information and footnotes required by U.S.

These unaudited

condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes

thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed on March 28, 2024.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The unaudited condensed consolidated financial

statements as of September 30, 2024 and December 31, 2023 and for the three and nine months en ded

September 30, 2024 and 2023, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments,

necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows.

The results of operations

for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results to be expected for any

other interim period or for the entire year.

prior period amounts have been reclassified for consistency with the current period presentation.

1 unchanged sentence

on the reported results of operations.

of Consolidation

accompanying unaudited condensed consolidated financial statements include the financial statements of AGBA and its subsidiaries.

is an entity (including a structured entity), directly or indirectly, controlled by the Company.

The financial statements of the subsidiaries

are prepared for the same reporting period as the Company, using consistent accounting policies.

All intercompany transactions and balances

between AGBA and its subsidiaries are eliminated upon consolidation.

of Estimates and Assumptions

● Principal of Consolidation

accompanying unaudited condensed consolidated financial statements include the unaudited financial statements of ILLR and its

subsidiaries.

A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company.

unaudited financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent

accounting policies.

All intercompany transactions and balances between ILLR and its subsidiaries are eliminated upon

consolidation.

● Use of Estimates and Assumptions

preparation of unaudited condensed consolidated financial statements in conformity with U.S.

11 unchanged sentences

these estimates.

Currency Translation and Transaction

denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing

at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated

into the functional currency using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded

in the unaudited condensed consolidated statement of operations and comprehensive loss.

reporting currency of the Company is US$ and the accompanying unaudited condensed consolidated financial statements have been expressed

In addition, the Company and subsidiaries are operating in Hong Kong maintain their books and record in their local currency,

Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which

their operations are conducted.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency

is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement , using the exchange

rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during the year.

The gains and losses

resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other

comprehensive loss within the unaudited condensed consolidated statements of changes in shareholders’ (deficit) equity.

of amounts from HK$ into US$ has been made at the following exchange rates for the six months ended June 30, 2024 and 2023:

● Foreign Currency Translation and Transaction

Transactions denominated in currencies other than

the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the unaudited condensed

consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The reporting currency of the Company is US$

and the accompanying unaudited condensed consolidated financial statements have been expressed in US$.

In addition, the Company and

subsidiaries are operating in Hong Kong maintain their books and record in their local currency, Hong Kong dollars

(“HK$”), which is a functional currency as being the primary currency of the economic environment in which their

operations are conducted.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional

currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial

Statement” , using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average rates

prevailing during the year.

The gains and losses resulting from translation of unaudited financial statements of foreign

subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed

consolidated statements of changes in stockholders’ (deficit) equity.

of amounts from HK$ into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

September 30,

Period-end HK$:US$ exchange rate

31 unchanged sentences

Company does not hold any collateral or other credit enhancements over its accounts receivable balances.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Receivable, net

18 unchanged sentences

for Expected Credit Losses on Financial Instruments

accordance with ASC Topic 326 “ Credit Losses – Measurement of Credit Losses on Financial Instruments ” (ASC Topic

accordance with ASC Topic 326, “ Credit Losses – Measurement of Credit Losses on Financial Instruments ” (ASC

326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its

best estimate of the expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits and others receivable

which is recorded as a liability to offset the receivables.

The CECL model is prepared after considering historical experience, current

conditions, and reasonable and supportable economic forecasts to estimate expected credit losses.

Accounts receivable, loans receivable,

notes receivable, and deposits and others receivable are written off when deemed uncollectible.

Recoveries of receivables previously

written off are recorded as a reduction of bad debt expense.

For the three months ended June 30, 2024 and 2023,

the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other

receivables was $ 751,356 and $ 333,276 , respectively.

For the six months ended June 30, 2024 and 2023, the aggregated provision

for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $ 1,742,694

and $ 333,276 , respectively.

best estimate of the expected cr edit losses on accounts receivable, loans receivable, notes receivable, and deposits and others

receivable which is recorded as a liability to offset the receivables.

The CECL model is prepared after considering historical experience,

current conditions, and reasonable and supportable economic forecasts to estimate expected credit losses.

Accounts receivable, loans

receivable, notes receivable, and deposits and others receivable are written off when deemed uncollectible.

Recoveries of receivables

previously written off are recorded as a reduction of bad debt expense.

For the three months ended September 30, 2024

and 2023, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable,

and other receivables was $ 135,092 and $ 328,012 , respectively.

For the nine months ended September 30, 2024 and

2023, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and

other receivables was $ 1,877,786 and $ 661,288 , respectively.

Notes Receivable from Triller LLC

Promissory notes receivable from Triller LLC is stated at carrying

value and receivable in the next twelve months.

Interest income is recognized on a fixed interest rate on the unaudited condensed consolidated

statements of operations and comprehensive loss.

Please refer to note 4 for the details.

Promissory notes receivable from Triller LLC is

stated at carrying value and receivable in the next twelve months.

Interest income is recognized at a fixed interest rate over the prevailing

periods on the unaudited condensed consolidated statements of operations and comprehensive loss (see Note 5).

Investments, net

Company invests in equity securities with readily determinable fair values and equity securities that do not have readily determinable

The Company invests in equity securities with

readily determinable fair values, equity securities that do not have readily determinable fair values, and warrant with purchase option.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

securities with readily determinable fair values are carried at fair value with any unrealized gains or losses reported in earnings.

3 unchanged sentences

or similar investment of the same issuer.

Warrant with a purchase option of equity securities

was recorded as an investment in non-marketable equity securities and measured at the fair value.

each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment

1 unchanged sentence

and equipment, net are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated

on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking

into account their estimated residual values, if any:

Depreciation is

calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and

after taking into account their estimated residual values, if any:

Expected useful life

3 unchanged sentences

Motor vehicle 3 years

for repairs and maintenance is expensed as incurred.

When assets have retired or sold, the cost and related accumulated depreciation

are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Expenditure for repairs and maintenance is expensed

When assets have retired or sold, the cost and related accumulat ed

depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

of Long-Lived Assets

accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets , all long-lived assets such as property

and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the

carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a comparison of the

carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset.

If such assets are

considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed

the fair value of the assets.

No impairment losses were recognized for the three and six months ended June 30, 2024 and 2023.

accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets” , all long-lived assets

such as property and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a

comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts

of the assets exceed the fair value of the assets.

No impairment losses were recognized for the three and nine months ended September

30, 2024 and 2023.

are recognized at fair value and repayable in the next twelve months.

2 unchanged sentences

● Convertible

promissory notes payable

Company accounts for its convertible promissory notes in accordance with ASC 470-20 Debt with Conversion and Other Options, whereby the

convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated

from the host contract in accordance with ASC 815-15 Derivatives and Hedging – Embedded Derivatives or the substantial premium

model in ASC 470-20 Debt – Debt with Conversion and Other Options applies.

Where the substantial premium model applies, the premium

is recorded in additional paid-in capital.

The resulting debt discount is amortized over the period during which the convertible promissory

notes are expected to be outstanding as additional non-cash interest expenses.

Promissory Notes Payable, net

The Company accounts for its convertible promissory

notes payable, net in accordance with ASC Topic 470-20, “ Debt with Conversion and Other Options” (“ASC 470-20”),

whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be

bifurcated from the host contract in accordance with ASC Topic 815-15, “ Derivatives and Hedging – Embedded Derivatives”

or the substantial premium model in ASC 470-20 applies.

Where the substantial premium model applies, the premium is recorded in additional

paid-in capital.

The resulting debt discount is amortized over the period during which the convertible promissory notes payable are expected

to be outstanding as additional non-cash interest expenses.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

1 unchanged sentence

480”) and ASC Topic 815, “ Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component

of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants

are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the fair value are recognized as a non-cash gain or loss on the unaudited condensed consolidated statements of operations

and comprehensive loss.

The Company accounts for its Public Warrants as equity and the (i) Private Warrants, (ii) Warrants – Class

A, and (iii) Common Warrants as liabilities.

classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement.

Changes in fair value

is recognized as a component of change in fair value of warrant liability in the statements of operations and comprehensive loss.

costs allocated to warrants that are presented as a liability are immediately expensed in the statements of operations and comprehensive

Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured.

The assessment considers whether

the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and

whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed

to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in

a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment, which requires

the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while

the warrants are outstanding.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a

component of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity

classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and

each balance sheet date thereafter.

Changes in the fair value are recognized as a non-cash gain or loss on the unaudited condensed

consolidated statements of operations and comprehensive loss.

The Company accounts for its Public Warrants as equity and the (i)

SPAC Private Warrants, (ii) Warrants – Class A, and (iii) Common Warrants as liabilities.

Warrants classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement.

Changes in fair

value is recognized as a component of change in fair value of warrant liability in the unaudited condensed consolidated statements of

operations and comprehensive loss.

Transaction costs allocated to warrants that are presented as a liability are immediately expensed

in the unaudited condensed consolidated statements of operations and comprehensive loss.

Warrants classified as equity instruments are

initially recognized at fair value and are not subsequently remeasured.

Company receives certain portion of its non-interest income from contracts with customers, which are accounted for in accordance with

Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC Topic

Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers.

recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to

which the Company expects to be entitled in exchange for those goods or services.

2014-09, “ Revenue from Contracts with Customers (Topic 606)” (“ASC

606 provided the following overview of how revenue is recognized from the Company’s contracts with customers.

The Company recognizes

revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company

expects to be entitled in exchange for those goods or services.

Identify the contract(s) with a customer.

5 unchanged sentences

in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it

satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control

of that good or service).

Recognize reven ue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or

as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains

control of that good or service).

The amount of revenue recognized is the amount allocated to the satisfied performance obligation.

A performance

obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises

to transfer service to a customer).

portion of the Company’s income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of

promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in

exchange for those goods or services.

The Company considers the terms of the contract and all relevant facts and circumstances when applying

this guidance.

The Company’s revenue recognition policies are in compliance with ASC Topic 606, as follows:

Company earns commissions from the sale of investment products to customers.

The Company enters into commission agreements with customers

which specify the key terms and conditions of the arrangement.

Commissions are separately negotiated for each transaction and generally

do not include rights of return, credits or discounts, rebates, price protection or other similar privileges, and typically paid on or

shortly after the transaction is completed.

Upon the purchase of an investment product, the Company earns a commission from customers,

calculated as a fixed percentage of the investment products acquired by its customers.

The Company defines the “purchase of an

investment product” for its revenue recognition purpose as the time when the customers referred by the Company has entered into

a subscription contract with the relevant product provider and, if required, the customer has transferred a deposit to an escrow account

designated by the Company to complete the purchase of the investment products.

After the contract is established, there are no significant

judgments made when determining the one-time commission price.

Therefore, commissions are recorded at point in time when the investment

product is purchased.

Company also facilitates the arrangement between insurance providers and individuals or businesses by providing insurance placement services

to the insureds, and is compensated in the form of one-time commissions from the respective insurance providers.

The Company primarily

facilitates the placement of life, general and MPF insurance products.

performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically

for promises to transfer service to a customer).

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Certain portion of the Company’s income is derived

from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers

in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

considers the terms of the contract and all relevant facts and circumstances when applying this guidance.

The Company’s revenue

recognition policies are in compliance with ASC 606, as follows:

The Company earns commissions from the sale of

investment products to customers.

The Company enters into commission agreements with customers which specify the key terms and conditions

of the arrangement.

Commissions are separately negotiated for each transaction and generally do not include rights of return, credits

or discounts, rebates, price protection or other similar privileges, and typically paid on or shortly after the transaction is completed.

Upon the purchase of an investment product, the Company earns a commission from customers, calculated as a fixed percentage of the investment

products acquired by its customers.

The Company defines the “purchase of an investment product” for its revenue recognition

purpose as the time when the customers referred by the Company has entered into a subscription contract with the relevant product provider

and, if required, the customer has transferred a deposit to an escrow account designated by the Company to complete the purchase of the

investment products.

After the contract is established, there are no significant judgments made when determining the one-time commission

Therefore, commissions are recorded at a point in time when the investment product is purchased.

The Company also facilitates the arrangement between

insurance providers and individuals or businesses by providing insurance placement services to the insureds, and is compensated in the

form of one-time commissions from the respective insurance providers.

The Company primarily facilitates the placement of life, general

and MPF insurance products.

The Company determines that insurance providers are the customers.

Company primarily earns commission income arising from the facilitation of the placement of an effective insurance policy, which is recognized

at a point in time when the performance obligation has been satisfied upon execution of the insurance policy as the Company has no future

or ongoing obligation with respect to such policies.

The commission fee rate, which is paid by the insurance providers, based on the

terms specified in the service contract which are agreed between the Company and insurance providers for each insurance product being

facilitated through the Company.

The commission earned is equal to a percentage of the premium paid to the insurance provider.

from renewed policies is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration

is subsequently resolved (e.g., when customer renews the policy).

accordance with ASC Topic 606, Revenue Recognition:

Principal Agent Considerations , the Company evaluates the terms in the agreements

with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement

with each party respectively.

The determination of whether to record the revenue in a gross or net basis depends upon whether the Company

has control over the services prior to transferring it.

Control is demonstrated by the Company which is primarily responsible for fulfilling

the provision of placement services through the Company’s licensed insurance brokers to provide agency services.

The commissions

from insurance providers are recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as

commission expense in the unaudited consolidated statements of operations and comprehensive loss.

Company also offers the sale solicitation of real estate property to the final customers and is compensated in the form of commissions

from the corresponding property developers pursuant to the service contracts.

Commission income is recognized at a point of time upon

the sale contracts of real estate property is signed and executed.

The Company primarily earns commission income

arising from the facilitation of the placement of an effective insurance policy, which is recognized at a point in time when the performance

obligation has been satisfied upon execution of the insurance policy as the Company has no future or ongoing obligation with respect to

such policies.

The commission fee rate, which is paid by the insurance providers, based on the terms specified in the service contract

which are agreed between the Company and insurance providers for each insurance product being facilitated through the Company.

The commission

earned is equal to a percentage of the premium paid to the insurance provider.

Commission from renewed policies is variable consideration

and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g., when customer

renews the policy).

In accordance with ASC Topic 606, “ Revenue

Principal Agent Considerations” , the Company evaluates the terms in the agreements with its channels and independent

contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively.

The determination of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services

prior to transferring it.

Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement

services through the Company’s licensed insurance brokers to provide agency services.

The commissions from insurance providers are

recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the unaudited

condensed consolidated statements of operations and comprehensive loss.

The Company also offers the sale solicitation

of real estate property to the final customers and is compensated in the form of commissions from the corresponding property developers

pursuant to the service contracts.

Commission income is recognized at a point of time upon the sale contracts of real estate property

is signed and executed.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Asset Management Service Fees

Company provides asset management services to investment funds or investment product providers in exchange for recurring asset management

service fees.

Recurring asset management service fees are determined based on the types of investment products the Company distributes

and are calculated as a fixed percentage of the fair value of the total investment of the investment products, calculated daily.

customer contracts require the Company to provide investment management services, which represents a performance obligation that the

Company satisfies over time.

After the contract is established, there are no significant judgments made when determining the transaction

As the Company provides these services throughout the contract term, for the method of calculating recurring service fees, revenue

is calculated on a daily basis over the contract term, quarterly billed and recognized.

Recurring service agreements do not include rights

of return, credits or discounts, rebates, price protection, performance component or other similar privileges and the circumstances under

which the fixed percentage fees, before determined, could be not subject to clawback.

Payment of recurring asset management service fees

are normally on a regular basis (typically monthly or quarterly).

Company offers money lending services from loan origination in form of mortgage and personal loans.

Interest income is recognized monthly

in accordance with their contractual terms and recorded as interest income in the unaudited condensed consolidated statement of operations

and comprehensive loss.

The Company does not charge prepayment penalties from its customers.

Interest income on mortgage and personal

loans is recognized as it accrued using the effective interest method.

Accrual of interest income on mortgage loans is suspended at the

earlier of the time at which collection of an account becomes doubtful or the account becomes 180 days delinquent.

The Company provides asset management services

to investment funds or investment product providers in exchange for recurring asset management service fees.

Recurring asset management

service fees are determined based on the types of investment products the Company distributes and are calculated as a fixed percentage

of the fair value of the total investment of the investment products, calculated daily.

These customer contracts require the Company to

provide investment management services, which represents a performance obligation that the Company satisfies over time.

After the contract

is established, there are no significant judgments made when determining the transaction price.

As the Company provides these services

throughout the contract term, for the method of calculating recurring service fees, revenue is calculated on a daily basis over the contract

term, quarterly billed and recognized.

Recurring service agreements do not include rights of return, credits or discounts, rebates, price

protection, performance component or other similar privileges and the circumstances under which the fixed percentage fees, before determined,

could be not subject to clawback.

Payment of recurring asset management service fees are normally on a regular basis (typically monthly

or quarterly).

The Company offers money lending services from loan origination in

form of mortgage and personal loans.

Interest income is recognized monthly in accordance with their contractual terms and recorded as

interest income in the unaudited condensed consolidated statements of operations and comprehensive loss.

The Company does not charge prepayment

penalties from its customers.

Interest income on mortgage and personal loans is recognized as it accrued using the effective interest

Accrual of interest income on mortgage loans is suspended at the earlier of the time at which collection of an account becomes

doubtful or the account becomes 180 days delinquent.

Disaggregation

Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue.

The following

table presents the revenue streams by segments, with the presentation revenue categories presented on the unaudited condensed consolidated

statements of operations and comprehensive loss for the periods indicated:

For the three months ended June 30, 2024

The Company has disaggregated its revenue from

contracts with customers into categories based on the nature of the revenue.

The following table presents the revenue streams by segments,

with the presentation revenue categories presented on the unaudited condensed consolidated statements of operations and comprehensive

loss for the periods indicated:

For the three months ended September 30, 2024

Distribution Business

7 unchanged sentences

Recurring asset management service fees

For the three months ended June 30, 2023

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the three months ended September 30, 2023

Distribution Business

7 unchanged sentences

Recurring asset management service fees

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Distribution Business

7 unchanged sentences

Recurring asset management service fees

For the six months ended June 30, 2023

For the nine months ended September 30, 2023

Distribution Business

7 unchanged sentences

Recurring asset management service fees

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

income represents monthly rental received from the Company’s tenants.

2 unchanged sentences

● Comprehensive

ASC Topic 220, Comprehensive Income , establishes

standards for reporting and display of comprehensive (loss) income, its components and accumulated balances.

Comprehensive (loss) income

as defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive (loss) income, as presented

in the accompanying unaudited condensed consolidated statements of changes in shareholders’ (deficit) equity, consists of changes

ASC Topic 220, “ Comprehensive Income” ,

establishes standards for reporting and display of comprehensive income (loss), its components and accumulated balances.

Comprehensive

income (loss) as defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive loss,

as presented in the accompanying unaudited condensed consolidated statements of stockholders’ (deficit) equity, consists of changes

in unrealized gains and losses on foreign currency translation.

This comprehensive (loss) income is not included in the computation of

income tax expense or benefit.

This comprehensive loss is not included in the computation of income tax

expense or benefit.

time employees of the Hong Kong subsidiaries participate in a defined contribution Mandatory Provident Fund retirement benefit scheme

under the Hong Kong Mandatory Provident Fund Schemes Ordinance.

taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC Topic 740”).

method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial

statement carrying amounts of existing assets and liabilities and their respective tax basis.

Deferred tax assets and liabilities are

measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that includes the enactment date.

Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements

uncertain tax positions taken or expected to be taken on a tax return.

Under ASC Topic 740, tax positions must initially be recognized

in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities.

tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50 % likelihood

of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the three and six months ended June 30, 2024 and 2023, the Company

did not have any interest and penalties associated with tax positions.

As of June 30, 2024 and December 31, 2023, the Company did not

have any significant unrecognized uncertain tax positions.

taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes” (“ASC 740”).

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences

between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their

respective tax basis.

Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable

income in the years in which those temporary differences are expected to be recovered or settled.

Any effect on deferred tax assets

and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial

statements uncertain tax positions taken or expected to be taken on a tax return.

Under ASC 740, tax positions must initially be

recognized in the unaudited condensed consolidated financial statements when it is more likely than not the position will be

sustained upon examination by the tax authorities.

Such tax positions must initially and subsequently be measured as the largest

amount of tax benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement with the tax authority

assuming full knowledge of the position and relevant facts.

the three and nine months ended September 30, 2024 and 2023, the Company did not have any interest and penalties associated with tax

As of September 30, 2024 and December 31, 2023, the Company did not have any significant unrecognized uncertain tax positions.

Company is subject to tax in local and foreign jurisdictions.

2 unchanged sentences

● Share-Based

Company accounts for share-based compensation in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation .

The Company grants share awards, including ordinary shares and restricted share units, to eligible participants.

Share-based compensation

expense for share awards is measured at fair value on the grant date.

The fair value of restricted stock with either solely a service

requirement or with the combination of service and performance requirements is based on the closing fair market value of the ordinary

shares on the date of grant.

Company accounts for share-based compensation in accordance with the fair value recognition provision of ASC Topic 718, “ Stock

Compensation” .

The Company grants share awards, including common stocks and restricted share units, to eligible participants.

Share-based compensation expense for share awards is measured at fair value on the grant date.

The fair value of restricted stock with

either solely a service requirement or with the combination of service and performance requirements is based on the closing fair market

value of the common stocks on the date of grant.

Share-based compensation expense is recognized over the awards requisite service period.

For awards with

graded vesting that are subject only to a service condition, the expense is recognized on a straight-line basis over the service period

for the entire award.

For awards with graded vesting that are subject only to a service condition, the expense is recognized on a straight-line basis over

the service period for the entire award.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Loss Per Share

Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, Earnings per Share (“ASC Topic

ASC Topic 260 requires companies to present basic and diluted EPS.

Basic EPS is measured as net (loss) income divided by

the weighted average ordinary share outstanding for the period.

Diluted EPS presents the dilutive effect on a per share basis of the

potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the

periods presented, or issuance date, if later.

Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase

income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Topic 280, Segment Reporting , establishes standards for reporting information about operating segments on a basis consistent with

the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers

in financial statements for details on the Company’s business segments.

Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “ Earnings per Share” (“ASC

ASC 260 requires companies to present basic and diluted EPS.

Basic EPS is measured as net (loss) income divided by the weighted

average shares outstanding for the period.

Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks

(e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance

date, if later.

Potential common stocks that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss

per share) are excluded from the calculation of diluted EPS.

Topic 280, “ Segment Reporting” , establishes standards for reporting information about operating segments on a

basis consistent with the Company’s internal organizational structure as well as information about geographical areas,

business segments and major customers in the unaudited condensed consolidated financial statements for details on the

Company’s business segments.

Company uses the management approach to determine reportable operating segments.

The management approach considers the internal organization

and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources

and assessing performance.

The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions

about allocating resources and assessing performance of the Company.

Based on management’s assessment, the Company determined that

it has the following operating segments:

and reporting used by the Company’s chief operating decision maker (“CODM”) for making decision s, allocating

resources and assessing performance.

The Company’s CODM has been identified as the CEO, who reviews consolidated results when making

decisions about allocating resources and assessing performance of the Company.

Based on management’s assessment, the Company determined

that it has the following operating segments:

Segments Scope of Service Business Activities

10 unchanged sentences

Healthcare Business Investment Holding Managing an ensemble of healthcare-related investments.

of the Company’s revenues were generated in Hong Kong for the three and six months ended June 30, 2024 and 2023 and all of the

Company’s long-lived assets were located in Hong Kong as of June 30, 2024 and December 31, 2023.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Company’s revenues were generated in Hong Kong for the three and nine months ended September 30, 2024 and 2023 and all of the Company’s

long-lived assets were located in Hong Kong as of September 30, 2024 and December 31, 2023.

ASU 2016-02, Leases (Topic 842) (“Topic 842”), leases are categorized as operating or financing lease at inception.

11 unchanged sentences

balance sheets and are expensed on a straight-line basis over the lease term.

Company follows the ASC Topic 850-10, Related Party (“ASC 850”) for the identification of related parties and disclosure

of related party transactions.

Company follows the ASC Topic 850-10, “ Related Party” (“ASC 850”) for the identification of related parties

and disclosure of related party transactions.

to ASC 850, the related parties include:

12 unchanged sentences

parties might be prevented from fully pursuing its own separate interests.

unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation

arrangements, expense allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that

are eliminated in the preparation of consolidated financial statements is not required in those statements.

The disclosures shall include:

The unaudited condensed consolidated financial statements shall include disclosures of material related party transactions, other than

compensation arrangements, expense allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions

that are eliminated in the preparation of unaudited condensed consolidated financial statements is not required in those statements.

disclosures shall include:

a) the nature of the relationship(s) involved;

b) a description of the transactions, including transactions to which no amounts or nominal

amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary

to an understanding of the effects of the transactions on the financial statements;

c) the dollar amounts of transactions for each of

the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that

used in the preceding period;

and d) amount due from or to related parties as of the date of each balance sheet presented and, if not

otherwise apparent, the terms and manner of settlement.

b) a description of the transactions, including transactions

to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other

information deemed necessary to an understanding of the effects of the transactions on the unaudited condensed consolidated financial

c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of

any change in the method of establishing the terms from that used in the preceding period;

and d) amount due from or to related parties

as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

● Commitments

and Contingencies

Company follows the ASC Topic 450-20, Commitments to report accounting for contingencies.

Certain conditions may exist as of the

date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company but which will only

be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment

inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the

Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings

or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

Company follows the ASC Topic 450, “ Contingencies” to report accounting for contingencies.

Certain conditions may

exist as of the date the unaudited condensed consolidated financial statements are issued, which may result in a loss to the Company

but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities,

and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are

pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of

any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability

can be estimated, then the estimated liability would be accrued in the Company’s financial statements.

If the assessment indicates

that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then

the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

can be estimated, then the estimated liability would be accrued in the Company’s unaudited condensed consolidated financial

If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or

is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses,

if determinable and material, would be disclosed.

contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

4 unchanged sentences

Value Measurement

Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC Topic 820-10”),

with respect to financial assets and liabilities that are measured at fair value.

ASC Topic 820-10 establishes a three-tier fair value

hierarchy that prioritizes the inputs used in measuring fair value as follows:

The Company follows the guidance of the ASC Topic

820-10, “ Fair Value Measurements and Disclosures” ("ASC 820-10"), with respect to financial assets and liabilities

that are measured at fair value.

ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring

fair value as follows:

Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

2 unchanged sentences

Black-Scholes Option-Pricing model) for which all significant

inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets

or liabilities.

Where applicable, these models project future cash flows and discount the future amounts to a present value using

market-based observable inputs;

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants

would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option

pricing models and discounted cash flow models.

carrying value of the Company’s financial instruments:

cash and cash equivalents, restricted cash, accounts receivable, loans receivable,

notes receivable, deposits, prepayments and other receivables, amount due to the holding company, accounts payable, escrow liabilities,

borrowings and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

believes, based on the current market prices or interest rates for similar debt instruments, the fair value of loans receivable approximates

the carrying amount.

The Company accounts for loans receivable at cost, subject to expected credit losses assessment.

following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a

recurring basis as of June 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company

utilized to determine such fair value.

Quoted Prices In

Significant Other

inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or

Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based

observable inputs;

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would

use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option pricing

models and discounted cash flow models.

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, loans receivable, notes receivable, deposits, prepayments

and other receivables, amount due to the holding company, accounts payable, escrow liabilities, borrowings and accrued liabilities approximate

at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market

prices or interest rates for similar debt instruments, the fair value of loans receivable approximates the carrying amount.

accounts for loans receivable at cost, subject to expected credit losses assessment.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The following table presents information about

the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2024 and

December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30,

Active Markets

Significant Other

Marketable equity securities

Investments under purchase option

Warrant liabilities

As of December 31,

Quoted Prices In

Active Markets

2 unchanged sentences

Marketable equity securities

value estimates are made at a specific point in time based on relevant market information about the financial instrument.

These estimates

are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.

Changes in assumptions could significantly affect the estimates.

Fair value estim ates

are made at a specific point in time based on relevant market information about the financial instrument.

These estimates are subjective

in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.

in assumptions could significantly affect the estimates.

Issued Accounting Pronouncements

of June 30, 2024, the Company has implemented all applicable new accounting standards and updates issued by the FASB that were in effect.

There were no new standards or updates during the three and six months ended June 30, 2024 that had a material impact on the unaudited

condensed consolidated financial statements.

As of September

30, 2024, the Company has implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards

Board (“FASB”) that were in effect.

There were no new standards or updates during the nine months ended September 30, 2024

that had a material impact on the unaudited condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

November 2023, the FASB amended guidance in ASU 2023-07, Segment Reporting (Topic 280):

2023, the FASB amended guidance in ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

5 unchanged sentences

The Company is currently

evaluating the effect that adoption of ASU 2023-07 will have on its unaudited condensed consolidated financial statements.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

evaluating the impact on its unaudited condensed consolidated financial statements.

2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation,

The ASU requires

the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation,

and income taxes paid disaggregated by jurisdiction.

3 unchanged sentences

Early adoption is permitted.

The Company is currently evaluating the effect that adoption of ASU 2023-09 will have on its unaudited condensed consolidated financial

The Company is currently evaluating the impact on its unaudited condensed consolidated financial statements.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

LIQUIDITY AND GOING CONCERN

accompanying unaudited condensed consolidated financial statements were prepared assuming the Company will continue as a going concern,

which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

They do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

the six months ended June 30, 2024, the Company reported net loss of $ 19,429,844 and net cash outflows from operating activities of $ 14,247,250 .

As of June 30, 2024, the Company had a working capital deficit of $ 35,588,898 and a shareholders’ deficit of $ 8,075,278 .

Company has determined that the prevailing conditions and ongoing liquidity risks encountered by the Company raise substantial doubt

about the ability to continue as a going concern for at least one year following the date these unaudited condensed consolidated financial

statements are issued.

The ability to continue as a going concern is dependent on the Company’s ability to successfully implement

its current operating plan and fund-raising exercises.

The Company believes that it will be able to grow its revenue base and control

expenditures.

In parallel, the Company will monitor its capital structure and operating plans and search for potential funding alternatives

in order to finance the development activities and operating expenses.

The Company is continuing its plan to further grow and expand

operations and seek sources of capital to pay the contractual obligations as they come due.

To access capital to fund operations or provide

growth capital, the Company will need to raise capital in one or more debt and/or equity offerings.

the Company cannot predict the exact amount or timing of the alternatives, or guarantee those alternatives will be favorable to its shareholders.

Any failure to obtain financing when required will have a material adverse impact on the Company’s business, operation and financial

Please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed on March 28, 2024, for

further information about the liquidity and going concern.

4 － MERGER TRANSACTIONS

April 16, 2024, the Company entered into certain Agreement and Plan of Merger (the “Merger Agreement”), among Triller Corp.,

a Delaware corporation (“Triller”) and Bobby Sarnevesht, solely as representative of the Triller stockholders.

the Merger Agreement, (a) Triller will complete its reorganization (the “Triller Reorganization”) with Triller Hold Co LLC

(“Triller LLC”), (b) the Company will domesticate to the United States as a Delaware corporation (the “AGBA Domestication”),

pursuant to which, among other things, all AGBA ordinary shares, par value $ 0.001 per share will automatically convert into the same

number of shares Delaware Parent Common Stock, as defined below (AGBA, when domesticated as a Delaware corporation, is sometimes referred

to as “Delaware Parent”) and (c) after giving effect to the Triller Reorganization and the AGBA Domestication, Merger Sub

will be merged into Triller (the “Merger), with Triller surviving the Merger and becoming a wholly owned subsidiary of Delaware

The Company and Triller have agreed that the closing of the Merger shall occur as soon as possible, subject to regulatory clearance,

approval by AGBA’s shareholders and the other closing conditions provided for in the Merger Agreement.

Consideration

consideration will be an aggregate of 406,907,038 shares of Delaware Parent common stock, par value $ 0.001 per share (“Delaware

Parent Common Stock”).

Delaware Parent (i) will issue 313,157,015 shares of Delaware Parent Common Stock to the current common

stockholders of Triller, (ii) will issue 35,328,888 shares of preferred stock to the current preferred stockholders of Triller and (iii)

will convert all existing Triller restricted stock units into 58,421,134 Delaware Parent restricted stock units;

and Delaware Parent

also will reserve an aggregate of 58,421,134 shares of Delaware Parent Common Stock for future issuance upon the vesting of such restricted

Arrangements with Triller and Yorkville

April 25, 2024, the Company entered into the Amended and Restated Standby Equity Purchase Agreement (“A&R SEPA”) with

YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), and Triller.

Pursuant to the A&R SEPA, Triller,

or AGBA after the transactions contemplated by the Merger Agreement are closed, has the right to sell to Yorkville up to $ 500 million

of ordinary shares, par value $ 0.001 per share, of the Company, (“Common Shares”), subject to certain limitations and conditions

set forth in the A&R SEPA, from time to time during the term of the SEPA.

Sales of the shares of Common Shares to Yorkville under

the A&R SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell

any shares of Common Shares to Yorkville under the A&R SEPA except in connection with notices that may be submitted by Yorkville.

connection with the A&R SEPA, Yorkville agreed to an advance to the Triller in the form of convertible promissory notes in principal

amount up to $ 8.51 million (the “First Pre-Paid Advance”).

The First Pre-Paid Advance is amounted to 94.0 % of the principal

amount to be drawn down.

Interest shall accrue on the outstanding balance of First Pre-Paid Advance at an annual rate of 5 %, subject

to an increase to 18 % upon an event of default as described in the definitive agreement.

The maturity date of the First Pre-Paid Advance

will be 12 months after its issuance date.

Yorkville may convert the First Pre-Paid Advance into shares of the Common Shares

at any time after the Merger at a fixed conversion price equal to (i) the principal mount and interests, divided by (ii) the determination

of the lower of (a) 100 % of the VWAP during the ten trading days preceding the closing date of the Merger (the “Fixed Price”),

or (b) 92.5 % of the lowest daily VWAP during the 10 consecutive trading days immediately preceding the conversion date or other date

of determination (the “Variable Price”), provided that the Variable Price shall not be lower than the Floor Price.

Price”, solely with respect to the Variable Price, shall be equal to (i) a price equal to 20 % of the average of the daily VWAPs

during the ten (10) trading days immediately preceding the closing date of the Merger, and (ii) from and after the date of effectiveness

of the initial registration statement, 20% of the VWAP of the trading day immediately prior to the date of effectiveness of the initial

registration statement, if such price is lower than the price in part (i) of this sentence.

The accompanying unaudited condensed consolidated

financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations,

realization of assets, and liquidation of liabilities in the normal course of business.

They do not include any adjustments that might

be necessary should the Company be unable to continue as a going concern.

For the nine months ended September 30, 2024,

the Company reported net loss of $ 28,849,026 and net cash outflows from operating activities of $ 20,742,386 .

As of September 30, 2024,

the Company had a working capital deficit of $ 40,488,317 and a stockholders’ deficit of $ 5,858,781 .

The Company has determined that the prevailing

conditions and ongoing liquidity risks encountered by the Company raise substantial doubt about the ability to continue as a going concern

for at least one year following the date these unaudited condensed consolidated financial statements are issued.

The ability to continue

as a going concern is dependent on the Company’s ability to successfully implement its current operating plan and fund-raising exercises.

The Company believes that it will be able to grow its revenue base and control expenditures.

In parallel, the Company will monitor its

capital structure and operating plans and search for potential funding alternatives in order to finance the development activities and

operating expenses.

The Company is continuing its plan to further grow and expand operations and seek sources of capital to pay the contractual

obligations as they come due.

To access capital to fund operations or provide growth capital, the Company will need to raise capital in

one or more debt and/or equity offerings.

However, the Company cannot predict the exact

amount or timing of the alternatives or guarantee those alternatives will be favorable to its stockholders.

Any failure to obtain financing

when required will have a material adverse impact on the Company’s business, operation and financial result.

Please refer to the

Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed on March 28, 2024, for further information about the

liquidity and going concern.

COMPLETION OF MERGER TRANSACTION

The Merger Transactions

In April 2024, the Company entered into a certain

Agreement and Plan of Merger (the “Original Merger Agreement”).

On August 30, 2024, the Company entered into an Amended and

Restated Agreement and Plan of Merger (as further amended, the “Merger Agreement”) by and between the Merger Sub, Triller,

and Bobby Sarnevesht.

The Merger Agreement has amended, restated and superseded the Original Merger Agreement accordingly (the “Merger

Transactions”).

Pursuant to the Merger Agreement, (a) Triller will complete its reorganization (the “Triller Reorganization”)

with Triller Hold Co LLC (“Triller LLC”), (b) the Company will domesticate to the United States as a Delaware corporation

(the “AGBA Domestication”), pursuant to which, among other things, all AGBA ordinary shares, par value $ 0.001 per share will

automatically convert into the same number of shares Delaware Parent Common Stock, as defined below (AGBA, when domesticated as a Delaware

corporation, is sometimes referred to as “Delaware Parent”) and (c) after giving effect to the Triller Reorganization and

the AGBA Domestication, Merger Sub will merge into Triller, with Triller as the surviving corporation and a wholly owned subsidiary of

Delaware Parent.

Stockholders’ Approval

On September 19, 2024, the Merger Transaction and other related proposals were approved by the stockholders of the Company at the extraordinary

general meeting of stockholders (the “EGM”).

Merger Closing

On October 15, 2024, the Company consummated the

Merger Agreement and completed the AGBA Domestication by changing its jurisdiction of incorporation from the British Virgin Islands to

the State of Delaware and changed its company name to “Triller Group Inc.” (“Triller Group” or “ILLR”).

to the Certificate of Incorporation of the Company, the par value of the common stock and preferred stock of the Company is $ 0.001 per

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

In connection with the consummation of the Merger

Transaction, on the closing date, the Company acquired 100 % of the outstanding capital stock and exercised the conversion of all restricted

stock units of Triller, in exchange for the following:

(i) issued 83,468,631 shares of common stock of ILLR to the Triller

stockholders;

(ii) 24,206,246 shares of common stock of ILLR to escrow agent;

(iii) issued 11,801,804 shares of Series A-1 preferred stock of

ILLR to the holders of Triller preferred stock, that are affiliated with the Company’s majority stockholder,

(iv) issued 30,851 shares of Series B preferred stock of ILLR

to Green Nature Limited, a British Virgin Islands company that is affiliated with the Company’s majority stockholder;

(v) converted all existing Triller restricted stock units into

16,908,829 shares of restricted stock units of ILLR (the “Triller Group RSUs”), and reserved an aggregate of 16,908,829 shares

of common stock of ILLR for future issuance upon the vesting of the Triller Group RSUs, and

(vi) adjusted an aggregate of 53,147,335 Triller warrants which

are to be reissued as Triller Group warrants in replacement thereof pursuant to an independent valuation.

Following the closing, the Company issued an aggregate

of 107,674,877 shares of its common stock, 11,801,804 shares of its Series A-1 preferred stock, and 30,851 shares of its Series B preferred

At the closing date and following the completion of the Merger Transaction and after giving effect to the Forward Split effected on October

1, 2024 and Reverse Split effected on October 15, 2024, the Company had approximately 155,159,817 shares of common stock issued and outstanding.

To date, the common stocks of ILLR were listed

and traded on the Nasdaq Stock Market under the symbol “ILLR”.

PROMISSORY NOTES RECEIVABLE AND PAYABLE

Financing Arrangements with Triller and Yorkville

On April 25, 2024, the Company entered into the

A&R SEPA with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), and Triller.

Pursuant to the A&R

SEPA, Triller, or the Company after the transactions contemplated by the Merger Agreement are closed, has the right to sell to Yorkville

up to $ 500 million shares of common stock, par value $ 0.001 per share, of the Company (“Common Stock”), subject to certain

limitations and conditions set forth in the A&R SEPA, from time to time during the term of the SEPA.

Sales of the shares of Common

Stock to Yorkville under the A&R SEPA, and the timing of any such sales, are at the Company’s option, and the Company

is under no obligation to sell any shares of Common Stock to Yorkville under the A&R SEPA except in connection with notices that may

be submitted by Yorkville.

In connection with the A&R SEPA, Yorkville

agreed to an advance to the Triller in the form of convertible promissory notes in a principal amount up to $ 8.51 million (the “First

Pre-Paid Advance”).

June 28, 2024, the Company, Triller and Yorkville entered into the Second Amended and Restated Standby Equity Purchase Agreement (the

“Second A&R SEPA”) to modify the A&R SEPA dated April 25, 2024.

The First Pre-Paid Advance is amounted to 94.0 % of the principal amount to be drawn down.

Interest shall accrue

on the outstanding balance of First Pre-Paid Advance at an annual rate of 5 %, subject to an increase to 18 % upon an event of default as

described in the definitive agreement.

The maturity date of the First Pre-Paid Advance will be 12 months after its issuance date.

Yorkville may

convert the First Pre-Paid Advance into shares of the Common Shares at any time after the Merger at a fixed conversion price equal to

(i) the principal mount and interests, divided by (ii) the determination of the lower of (a) 100 % of the VWAP during the ten trading days

preceding the closing date of the Merger (the “Fixed Price”), or (b) 92.5 % of the lowest daily VWAP during the 10 consecutive

trading days immediately preceding the conversion date or other date of determination (the “Variable Price”), provided that

the Variable Price shall not be lower than the Floor Price.

The “Floor Price”, solely with respect to the Variable Price,

shall be equal to (i) a price equal to 20 % of the average of the daily VWAPs during the ten (10) trading days immediately preceding the

closing date of the Merger, and (ii) from and after the date of effectiveness of the initial registration statement, 20 % of the VWAP of

the trading day immediately prior to the date of effectiveness of the initial registration statement, if such price is lower than the

price in part (i) of this sentence.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Second Pre-Paid Advance

On June 28, 2024, the Company, Triller and Yorkville

entered into the Second A&R SEPA to modify the A&R SEPA dated April 25, 2024.

Pursuant to the Second A&R SEPA, Yorkville will

3 unchanged sentences

promissory note, subject to the same terms in interest charge and maturity under the First Pre-Paid Advance.

In connection with the Second A&R SEPA, the Company issued convertible

promissory notes in an aggregate of $ 33.51 million to Yorkville.

The First Pre-Paid Advances of $ 8 million was received by Triller and

the Company recorded a receivable from Triller.

The Second Pre-Paid Advances of $ 23.51 million was recorded as a receivable from Yorkville.

The Company subsequently received $ 23.35 million, net of $ 150,000 direct legal fee incurred in arranging the Second A&R SEPA, from

Yorkville on July 2, 2024.

Warrants to Yorkville

pursuant to the Second A&R SEPA, the Company issued a warrant (the “Common Warrant”) to Yorkville to purchase up to a

number of shares of Class A common stock, par value $ 0.0001 per share of Triller equal to 25 % of the principal amount of the aggregated

pre-paid advances divided by a price equal to the Fixed Price, each such Common Warrant with an exercise price equal to the Fixed Price.

On June 28, 2024, the Company issued a warrant to Yorkville covering 2,957,008 ordinary shares of the Company (representing $ 8,377,500

In connection with the Second A&R SEPA, the

Company issued convertible promissory notes in an aggregate of $ 33.51 million to Yorkville.

On July 2, 2024, the Company received $ 23.35

million, net of $ 150,000 direct legal fee incurred in arranging the Second A&R SEPA, from Yorkville.

Common Warrants to Yorkville

Also, pursuant to the Second A&R SEPA, the Company issued a warrant

(the “Common Warrant”) to Yorkville to purchase up to a number of shares of common stock of the Company equal to 25 % of the

principal amount of the aggregated pre-paid advances divided by a price equal to the Fixed Price, each such Common Warrant with an exercise

price equal to the Fixed Price.

On June 28, 2024, the Company issued 1,431,561 shares of common warrants to Yorkville (representing $ 8,377,500

or 25 % of the $ 33,510,000 the aggregated principal amount of the First Pre-Paid Advance and the Second Pre-Paid Advance) at a fixed price

of $ 2.8331 .

Notes Receivable from Triller

In connection with the First and Second Pre-Paid Advances issued by

Yorkville under A&R SEPA and the Second A&R SEPA, Yorkville advanced $ 8 million to Triller and Triller issued promissory note

to the Company on April 25, 2024.

The promissory notes receivable from Triller included interest receivables from Triller.

in July and August 2024, the Company further advanced an aggregate amount of $ 15.7 million to Triller for its business operation purpose.

Promissory Notes Payable, net

of June 30, 2024, the aggregate principal amount of the First and Second Pre-Paid Advances are $ 33.51 million and the convertible promissory

notes payable to Yorkville are recorded at $ 31.67 million, net of discount, as current liabilities on the condensed consolidated balance

The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815-15 “ Derivatives

and Hedging ” and determined that the embedded conversion features should be classified as a derivative because the exercise

price of these convertible notes are subject to a variable conversion rate.

The Company has determined that the conversion feature is

not considered to be solely indexed to the Company’s own shares and is therefore not afforded equity treatment.

Company recorded amortization of debt discount of convertible promissory notes payable as interest expense in the unaudited condensed

consolidated statements of operations and comprehensive loss of $ 93,616 and $ 93,616 for the three and six months ended June 30, 2024

respectively.

The Company recorded accrued interest of convertible promissory notes

payable as interest expense in the unaudited condensed consolidated statements of operations and comprehensive loss of $ 78,106 and $ 78,106

for the three and six months ended June 30, 2024, respectively.

of $ 5.67 per share.

Promissory Notes Receivable from Triller

In connection with the First and Second Pre-Paid

Advances issued by Yorkville under A&R SEPA and the Second A&R SEPA, Yorkville advanced $ 8.0 million and $ 20.3 million, respectively

to Triller and Triller issued promissory note to the Company in April and August 2024.

The promissory notes receivable from Triller included

interest receivables from Triller.

As of September 30, 2024, the promissory note

receivable from Triller was $ 28,344,339 , including an interest receivable of $ 369,339 , with the maturity date on June 28, 2025 .

Convertible Promissory Notes Payable, net

As of September 30, 2024, the aggregate principal

amount of the First and Second Pre-Paid Advances are $ 33.51 million and the convertible promissory notes payable to Yorkville are recorded

at $ 32.51 million, net of discount, as current liabilities on the condensed consolidated balance sheets.

The convertible promissory notes payable will be repayable within 12 months after the issuance date.

Also, Yorkville has the right to

convert the convertible promissory notes payable into the Company’s common stock at any time after the Merger Transaction at a fixed

conversion price.

The Company analyzed the conversion

feature of the agreement for derivative accounting consideration under ASC 815 and determined that the embedded conversion features should

be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate.

has determined that the conversion feature is not considered to be solely indexed to the Company’s own shares and is therefore not

afforded equity treatment.

The Company recorded amortization of debt discount

of convertible promissory notes payable as interest expense in the unaudited condensed consolidated statements of operations and comprehensive

loss of $ 518,959 and $ 612,575 for the three and nine months ended September 30, 2024, respectively.

The Company recorded accrued interest of

convertible promissory notes payable in interest expense in the unaudited condensed consolidated statements of operations

and comprehensive loss of $ 432,592 and $ 510,698 for the three and nine months ended September 30, 2024, respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

RESTRICTED CASH

of June 30, 2024 and December 31, 2023, the Company has $ 13,831,663 and $ 16,816,842 fund held in escrow, respectively.

Fund held in escrow

primarily comprised of escrow funds held in bank accounts on behalf of the Company’s customers.

The Company is currently acted

as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain contractual agreements,

which the Company does not have the right to use for any purposes, other than managing the portfolio.

Upon receiving escrow funds, the

Company records a corresponding escrow liability.

As of September 30, 2024 and December 31, 2023,

the Company has $ 13,657,974 and $ 16,816,842 fund held in escrow, respectively.

Fund held in escrow primarily comprised of escrow funds

held in bank accounts on behalf of the Company’s customers.

The Company is currently acted as a custodian to manage the assets and

investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does not have the

right to use for any purposes, other than managing the portfolio.

Upon receiving escrow funds, the Company records a corresponding escrow

ACCOUNTS RECEIVABLE, NET

receivable, net consisted of the following:

Accounts receivable,

net consisted of the following:

September 30,

Accounts receivable

Accounts receivable – related parties

allowance for expected credit losses

( 1,126,653 )

Accounts receivable, net

accounts receivable due from related parties represented the management service rendered to the portfolio assets of a related companies,

which are controlled by the holding company, for a compensation of asset management service fee income at the predetermined rate based

on the respective portfolio of asset values invested by the final customers.

The amount is unsecured, interest-free and with a credit

term mutually agreed.

following table presents the activity in the allowance for expected credit losses:

The accounts receivable due from related parties

represented the management service rendered to the portfolio assets of a related companies, which are controlled by the holding company,

for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values

invested by the final customers.

The amount is unsecured, interest-free and with a credit term mutually agreed.

The following table presents the activity in the

allowance for expected credit losses:

September 30,

Balance at beginning of period/year

Provision for allowance for expected credit losses

Foreign translation adjustment

Balance at end of period/year

Company generally conducts its business with creditworthy third parties.

The Company determines, on a quarterly basis, the probable losses

and an allowance for expected credit losses determined in accordance with the CECL model, based on historical losses, current economic

conditions, forecasted future economic and market considerations, and in some cases, evaluating specific customer accounts for risk of

Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible.

receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.

For the three and six months ended June 30, 2024, the Company has evaluated

the probable losses on the accounts receivable and made a provision for allowance for expected credit losses of $ 351,403 and $ 593,858 ,

respectively.

For the three and six months ended June 30, 2023, the Company has evaluated

the probable losses on the accounts receivable and made a provision for allowance for expected credit losses of $ 67,949 and $ 67,949 , respectively.

The Company generally conducts its business with

creditworthy third parties.

The Company determines, on a quarterly basis, the probable losses and an allowance for expected credit losses

determined in accordance with the CECL model, based on historical losses, current economic conditions, forecasted future economic and

market considerations, and in some cases, evaluating specific customer accounts for risk of loss.

Accounts receivable are written off

after exhaustive collection efforts occur and the receivable is deemed uncollectible.

In addition, receivable balances are monitored on

an ongoing basis and its exposure to bad debts is not significant.

For the three and nine months ended September 30, 2024, the Company

has evaluated the probable losses on the accounts receivable and made a provision for allowance for expected credit losses of $ 214,416

and $ 808,274 , respectively.

For the three and nine months ended September

30, 2023, the Company has evaluated the probable losses on the accounts receivable and made a provision for allowance for expected credit

losses of $ 143,101 and $ 211,050 , respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

LOANS RECEIVABLE, NET

Company’s loans receivable, net was as follows:

The Company’s

loans receivable, net was as follows:

September 30,

Residential mortgage loans

5 unchanged sentences

Loans receivable, net

interest rates on loans issued ranged between 9.00 % and 10.50 % (for the six months ended June 30, 2023:

9.00 % to 10.50 %) per annum for

the six months ended June 30, 2024.

Mortgage loans are secured by collateral in the pledge of the underlying real estate properties owned

by the borrowers.

As of June 30, 2024, the net carrying amount of the loans receivable was $ 1,618,636 , which included an interest receivable

of $ 63,300 .

loans are made to either business or individual customers in Hong Kong for a period of 1 to 25 years, which are fully collateralized

and closely monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of

the loans as of June 30, 2024 and December 31, 2023.

allowance for expected credit losses is determined on quarterly basis, in accordance with the CECL model, for general credit risk of

the overall portfolio, which is relied on an assessment of specific evidence indicating doubtful collection, historical loss experience,

loan balance aging and prevailing economic conditions.

If there is an unexpected deterioration of a customer’s financial condition

or an unexpected change in economic conditions, including macroeconomic events, the Company will assess the need to adjust the allowance

for expected credit losses.

Any such resulting adjustments would affect earnings in the period that adjustments are made.

For the three and six months ended June 30, 2024,

the Company has evaluated the probable losses on loans receivable and made a provision for allowance for expected credit losses of $ 3,555

and $ 3,555 , respectively.

For the three and six months ended June 30, 2023, the Company has evaluated

the probable losses are minimal and there were no provision for allowance for expected credit losses on loans receivable.

The interest rates on loans issued ranged between

9.00 % and 10.50 % (for the nine months ended September 30, 2023:

9.00 % to 10.50 %) per annum for the nine months ended September 30, 2024.

Mortgage loans are secured by collateral in the pledge of the underlying real estate properties owned by the borrowers.

As of September

30, 2024, the net carrying amount of the loans receivable was $ 1,670,118 , which included an interest receivable of $ 114,616 .

Mortgage loans are made to either business or

individual customers in Hong Kong for a period of 1 to 25 years, which are fully collateralized and closely monitored for counterparty

creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans as of September 30, 2024 and

December 31, 2023.

Estimated allowance for expected credit losses

is determined on quarterly basis, in accordance with the CECL model, for general credit risk of the overall portfolio, which is relied

on an assessment of specific evidence indicating doubtful collection, historical loss experience, loan balance aging and prevailing economic

If there is an unexpected deterioration of a customer’s financial condition or an unexpected change in economic conditions,

including macroeconomic events, the Company will assess the need to adjust the allowance for expected credit losses.

Any such resulting

adjustments would affect earnings in the period that adjustments are made.

For the three and nine months ended September

30, 2024, the Company has evaluated the probable losses on loans receivable and made a provision for allowance for expected credit losses

of $ 5,482 and $ 9,037 , respectively.

For the three and nine months ended September 30, 2023, the Company

has evaluated the probable losses on loans receivable and made a provision for allowance for expected credit losses of $ 1,414 and $ 1,414 ,

respectively.

NOTES RECEIVABLE, NET

7 unchanged sentences

The transaction was completed on April

For the three and six months ended June 30, 2024, the Company has evaluated the probable losses on notes receivable and made

a provision for allowance for expected credit losses of nil and $ 155,026 , respectively.

For the three and nine months ended September 30, 2024, the Company has evaluated the probable losses on notes receivable and

made a provision for allowance for expected credit losses of nil and $ 155,187 , respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

－ LONG-TERM INVESTMENTS, NET

investments, net consisted of the following:

Ownership interest

December 31, 2023

Long-term investments, net consisted of the following:

September 30,

Marketable equity securities:

1 unchanged sentence

Investment E, related party

Investment G under purchase option

Net carrying value

* Less than 0.001%

in Marketable Equity Securities

in equity securities, such as, marketable securities, are accounted for at its current market value with the changes in fair value recognized

in net gain (loss).

Investment C was listed and publicly traded on Nasdaq Stock Exchange.

of June 30, 2024 and December 31, 2023, Investment C was recorded at fair value of $ 969 and $ 595 , which were traded at a closing price

of $ 15.82 and $ 9.15 per share, respectively.

Investments in equity securities, such as, marketable

securities, are accounted for at its current market value with the changes in fair value recognized in net gain (loss).

Investment C was

listed and publicly traded on Nasdaq Stock Exchange.

As of September 30, 2024 and December 31, 2023, Investment C was recorded

at fair value of $ 1,380 and $ 595 , which were traded at a closing price of $ 21.21 and $ 9.15 per share, respectively.

in Non-Marketable Equity Securities

in non-marketable equity securities consist of investments in limited liability companies in which the Company’s interests are

deemed minor and long-term, strategic investments in companies that are in various stages of development, and investments in a close-ended

partnership funds which concentrated in the healthcare sector.

These investments do not have readily determinable fair values and, therefore,

are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions

for the identical or similar investment of the same issuer.

assesses each of these investments on an individual basis, subject to a periodic impairment review and considers qualitative and quantitative

factors including the investee’s financial condition, the business outlook for its products and technology, its projected results and

cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing

and cash usage.

The Company is not required to determine the fair value of these investments unless impairment indicators existed.

an impairment exists, the investment will be written down to its fair value by recording the corresponding charge as a component of other

income (expense), net.

Fair value is estimated using the best information available, which may include cash flow projections or other

available market data.

February 5, 2024, the Company entered into a purchase and sale agreement with an independent third party to sell all its equity interest

in Investment F for a purchase price of $ 2.15 million and the transaction was completed on February 19, 2024.

following table presents the movement of non-marketable equity securities as of June 30, 2024 and December 31, 2023:

Investments in non-marketable equity securities

consist of investments in limited liability companies in which the Company’s interests are deemed minor and long-term, strategic

investments in companies that are in various stages of development, and investments in close-ended partnership funds which concentrated

in the healthcare sector.

These investments do not have readily determinable fair values and, therefore, are reported at cost, minus impairment,

if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment

of the same issuer.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Management assesses each of these investments

on an individual basis, subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s

financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions

subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage.

is not required to determine the fair value of these investments unless impairment indicators existed.

When an impairment exists, the

investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense), net.

Fair value is estimated using the best information available, which may include cash flow projections or other available market data.

On February 5, 2024, the Company entered into

a purchase and sale agreement with an independent third party to sell all its equity interest in Investment F for a purchase price of

$ 2.15 million and the transaction was completed on February 19, 2024.

Investments Under Purchase Option

On September 6, 2024, the Company received the

warrant containing a purchase option to acquire 285,353 units of Class C of the consultant, equal to 4.11 % of its equity interest, at

an exercise price of $ 0.001 per unit, over a period of 5 years (see Note 14).

This warrant containing a purchase option of equity securities

was recorded as an investment in non-marketable equity securities and measured at the fair value of $ 6,028,100 under ASC Topic 321, as

of September 30, 2024.

Under ASC Topic 820-10, the warrant was classified as Level 3 due to

the use of unobservable inputs.

The fair value of the warrant is valued by an independent valuer using a Binominal pricing model with

the following key inputs at the measurement date:

September 30,

Risk-free interest rate

Exercise price

Warrant remaining life

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The following table presents the movement of non-marketable

equity securities as of September 30, 2024 and December 31, 2023:

September 30,

Balance at beginning of period/year

4 unchanged sentences

Balance at end of period/year

Cumulative unrealized gains

and losses, included in the carrying value of the Company’s non-marketable equity securities:

Cumulative unrealized gains and losses, included in the carrying value of the Company’s non-marketable equity securities:

September 30,

Downward adjustments (including impairment)

4 unchanged sentences

$ ( 31,137,972 )

(loss) income, net is recorded as other income (expense) in the Company’s unaudited condensed consolidated statements of operations

and comprehensive loss, and consisted of the following:

Investment income (loss), net is recorded as other

income (expense) in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss, and consisted

of the following:

For the three months ended

September 30,

Marketable equity securities:

1 unchanged sentence

Non-marketable equity securities:

Unrealized gain (including impairment) – Investment B

Unrealized loss (including impairment) – Investment F

3 unchanged sentences

$ ( 792,907 )

For the six months ended

For the nine months ended

September 30,

Marketable equity securities:

7 unchanged sentences

Investment (loss) income, net

10 － BORROWINGS

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

September 30,

Mortgage borrowings

Short-term borrowings, related party

February 2023, the Company obtained a mortgage loan of $ 1,793,001 (equivalent to HK$ 14,000,000 ) from a finance company in Hong Kong,

which bears an average interest rate at 13.75 % per annum and becomes repayable in February 2024.

The loan was pledged by a fixed charge

on an office premises owned by the Company.

in July 2024, the Company partially settled $ 787,157 , including $ 18,678 interest expense (equivalent to principal and interest of HK$ 6,000,000

and HK$ 145,833 , respectively).

The remaining principal and accrued interest is expected to settle in November 2024.

September 2023, the Company obtained a short-term borrowing of $ 5,000,000 from the Company’s major shareholder’s ultimate

holding company, which bears interest at a fixed rate of 12.00 % per annum, repayable in October 2023.

The borrowing is secured by a lien

on the partial equity interest in Investment D owned by the Company.

The Company entered into certain supplementary agreements to renew

and extend the maturity to August 2024.

Company has entered into commercial operating lease with an independent third party for the use of an office in Hong Kong.

has original terms exceeding 1 year, but not more than 3 years with an option to renew for a further term of 3 years.

The operating lease

is included in “Right-of-use assets, net” on the condensed consolidated balance sheets and represented the Company’s

right to use the underlying assets during the lease term.

The Company’s obligation to make lease payments are included in “Lease

liabilities” on the condensed consolidated balance sheets.

balance sheet information related to operating leases was as follows:

Mortgage Borrowings

In February 2023, the Company obtained a mortgage loan of $ 1,793,001

(equivalent to HK$ 14,000,000 ) from a finance company in Hong Kong, which bears an average interest rate at 13.75 % per annum and becomes

repayable in February 2024.

The loan was pledged by a fixed charge on an office premises owned by the Company.

As of September 30, 2024,

the carrying value of the loan is $ 1,066,160 .

On October 31, 2024, the Company entered into a preliminary sales and purchase agreement

with an independent third party to sell the office premises with a cash consideration of approximately $ 1.6 million.

The transaction will

be completed in February 2025.

In July 2024, the Company partially settled $ 787,157 ,

including $ 18,678 interest expense (equivalent to principal and interest of HK$ 6,000,000 and HK$ 145,833 , respectively).

The remaining

principal and accrued interest is expected to settle in November 2024.

Short-term Borrowings

In September 2023, the Company obtained a short-term

borrowing of $ 5,000,000 from the Company’s major stockholder’s ultimate holding company, which bears interest at a fixed rate

of 12.00 % per annum, repayable in October 2023.

The borrowing is secured by a lien on the partial equity interest in Investment D owned

by the Company.

The Company entered into certain supplementary agreements to renew and extend the maturity to the end of November 2024.

－ OPERATING LEASES

The Company has entered into commercial operating

lease with an independent third party for the use of an office in Hong Kong.

The lease has original terms exceeding 1 year, but not more

than 3 years with an option to renew for a further term of 3 years.

The operating lease is included in “Right-of-use assets, net”

on the condensed consolidated balance sheets and represented the Company’s right to use the underlying assets during the lease term.

The Company’s obligation to make lease payments are included in “Operating lease liabilities” on the condensed consolidated

balance sheets.

Supplemental balance sheet information related

to operating leases was as follows:

September 30,

Operating lease:

8 unchanged sentences

Total lease liabilities:

lease expense for the three months ended June 30, 2024 and 2023 was $ 642,191 and $213,550 , respectively, is included in other general

and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

lease expense for the six months ended June 30, 2024 and 2023 was $ 1,284,143 and $ 213,550 , respectively, is included in other general

and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

supplemental information about the Company’s operating lease as of June 30, 2024 and December 31, 2023 are as follow:

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Operating lease expense for the three months ended

September 30, 2024 and 2023 was $ 643,708 and $ 640,920 , respectively, is included in other general and administrative expenses in the unaudited

condensed consolidated statements of operations and comprehensive loss.

Operating lease expense for the nine months ended September 30, 2024

and 2023 was $ 1,927,851 and $ 854,470 , respectively, is included in other general and administrative expenses in the unaudited condensed

consolidated statements of operations and comprehensive loss.

Other supplemental information about the Company’s

operating lease as of September 30, 2024 and December 31, 2023 are as follow:

September 30,

2024 December 31,

1 unchanged sentence

Weighted average remaining lease term (years) 4.67 5.42

of operating lease liabilities as of June 30, 2024 were as follows:

For the year ending June 30,

Maturities of operating lease liabilities as of

September 30, 2024 were as follows:

For the year ending September 30,

Operating lease

3 unchanged sentences

Future minimum lease payments

12 － WARRANT LIABILITIES

accordance with ASC 480, the warrants are accounted for and presented as liabilities on the condensed consolidated balance sheets.

fair value of the warrant liabilities is valued by an independent valuer using a Binominal pricing model.

The warrant liabilities were

classified as Level 3 due to the use of unobservable inputs.

Private Warrants

The private warrants are identical to the public warrants, except that

the private warrants and the ordinary shares issuable upon the exercise of the private warrants were not transferable, assignable or salable

until after the completion of the Business Combination, subject to certain limited exceptions.

Additionally, the private warrants will

be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will

be redeemable by the Company and exercisable by such holders on the same basis as the public warrants at a price of $ 11.50 per full share.

of June 30, 2024 and December 31, 2023, there were 225,000 private warrants outstanding, with aggregate value of $ 9,083 and nil , respectively.

changes in fair value for the three and six months ended June 30, 2024 were $ 9,083 and $ 9,083 , respectively.

changes in fair value for the three and six months ended June 30, 2023 were $ 1,695 and $ 2,375 , respectively.

May 2, 2024, the Company issued 7,349,200 ordinary shares and the associated warrants to purchase up to 1,469,840 ordinary shares at

a purchase price of $ 0.70 per ordinary share under the private placement, to an institutional investor, a director and officers of the

The subscribers in private placement will receive one warrant – class A for every five ordinary shares subscribed.

warrant – class A entitles the holder to purchase one ordinary share at an exercise price of $ 1.00 per share and shall be exercised

with more than $ 500,000 per tranche.

The warrants will be exercisable six months after the issuance date for a period of five years after

the exercise date.

These warrants have an exercise price of $ 1.00 per share and shall

be exercised with more than $ 500,000 per tranche.

of June 30, 2024 and December 31, 2023, there were 1,469,840 and nil warrants - class A outstanding, respectively, with aggregate value

of $ 1,739,793 and nil , respectively.

changes in fair value for the three and six months ended June 30, 2024 were $ 1,739,793 and $ 1,739,793 , respectively.

June 28, 2024, the Company issued 2,957,008 shares of common warrants to Yorkville, in connection with the Second A&R SEPA, representing

$ 8,377,500 or 25 % of the $ 33,510,000 the aggregate principal amount of the First Pre-Paid Advance and the Second Pre-Paid Advance (see

Each common warrant entitles the holder to purchase one ordinary share with an exercise price of $ 2.8331 per share.

of June 30, 2024 and December 31, 2023, there were 2,957,008 and nil common warrants outstanding, respectively, with aggregate value

of $ 1,900,528 and nil , respectively.

changes in fair value for the three and six months ended June 30, 2024 were $ 1,900,528 and $ 1,900,528 , respectively.

key inputs into the Binominal pricing model were as follows at their measurement dates:

June 30, 2024

In connection with the Merger Transaction aforementioned

in note 4, the exercise prices for, and the shares underlying, all previously outstanding public warrants (“AGBA Public Warrants”),

private warrants issued in AGBA’s SPAC IPO (“AGBA SPAC Private Warrants”), Class A warrants (“AGBA Class A Warrants”),

and common warrants (“AGBA Common Warrants,” together with AGBA Class A Warrants and AGBA SPAC Private Warrants, “AGBA

Private Warrants,” together with AGBA Public Warrants, “AGBA Warrants”) issued by AGBA were adjusted in accordance with

the terms of such warrant instruments to reflect the previously announced and implemented 1.9365-to-1 Forward Split and 1-for-4 Reverse

An equitable adjustment with a combined ratio of 0.5:1 applied to the number of AGBA Ordinary Shares issuable on the exercise of

each AGBA Warrants and the warrant price.

Upon the Closing, all warrants issued by AGBA and Triller were assigned to and assumed by Triller

Group (“Triller Group Warrants”).

Accordingly, as of the close of business on October 15, 2024, each AGBA Public Warrant and

each AGBA SPAC Private Warrant became one Triller Group Warrant which entitles the holder thereof to purchase 0.25 shares of Triller Group

Common Stock at an adjusted exercise price of $ 23.00 per whole share (provided, however, warrants are not exercisable for fractional shares,

only whole shares;

thereby a warrant holder would need to hold four warrants to yield one share).

Each AGBA Class A Warrant and each AGBA

Common Warrant became one Triller Group Warrant which entitles the holder thereof to purchase 0.5 shares of Triller Group Common Stock

at an adjusted exercise price of two times of the original exercise price per whole share (provided, however, warrants are not exercisable

for fractional shares, only whole shares;

thereby a warrant holder would need to hold two warrants to yield one share).

AGBA Public Warrants

started trading on a post-adjustment basis as Triller Group Warrants on October 16, 2024 under the new ticker symbol “ILLRW”.

All the warrants and their exercise prices are retroactively restated in effect to the forward stock split and reverse stock split (see

The Company has

issued the different classes of warrants, as follows:

Public Warrants

Each public warrant entitles the holder thereof to purchase one-quarter

(1/4) of one share of common stock at a price of $ 23.00 per full share, subject to adjustment as discussed herein.

Pursuant to the warrant

agreement, a warrant holder may exercise its warrants only for a whole number of shares.

This means that only an even number of warrants

may be exercised at any given time by a warrant holder.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Once the public warrants become exercisable, the

Company may call the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued

to Maxim Group LLC) for redemption:

● in whole and not in part;

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days’ prior written notice of redemption,

● if, and only if, the last sales price of the common stock equals

or exceeds $ 33.00 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send

the notice of redemption, and

● if, and only if, there is a current registration statement in

effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred

to above and continuing each day thereafter until the date of redemption.

If the Company calls the warrants for redemption

as described above, the management of the Company will have the option to require all holders that wish to exercise warrants to do so

on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that

number of common stocks equal to the quotient obtained by dividing (x) the product of the number of common stock underlying the warrants,

multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y)

the fair market value.

The “fair market value” shall mean the average reported last sale price of the common stock for the

10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Whether the Company will exercise our option to require all holders to exercise their warrants on a “cashless basis” will

depend on a variety of factors including the price of the common stock at the time the warrants are called for redemption, the Company’s

cash needs at such time and concerns regarding dilutive share issuances.

The public warrants qualify for the derivative scope exception under

ASC 815 and are therefore presented as a component of Stockholders’ Equity Section on the condensed consolidated balance sheets

without subsequent fair value re-measurement.

As of September 30, 2024 and December 31, 2023,

there were 4,600,000 public warrants outstanding.

Other than the public warrants, the Company has

accounted for and presented certain warrants as liabilities on the condensed consolidated balance sheets, in accordance with ASC 480.

The fair value of the warrant liabilities is valued by an independent valuer using a Binominal pricing model.

The warrant liabilities

were classified as Level 3 due to the use of unobservable inputs.

SPAC Private Warrants

The SPAC private warrants are identical to

the public warrants, except that the SPAC private warrants and the common stocks issuable upon the exercise of the SPAC private

warrants were not transferable, assignable or salable until after the completion of the business combination on November 14, 2022,

subject to certain limited exceptions.

Additionally, the SPAC private warrants will be exercisable on a cashless basis and will be

non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the SPAC private warrants are

held by someone other than the initial purchasers or their permitted transferees, the SPAC private warrants will be redeemable by

the Company and exercisable by such holders on the same basis as the public warrants at a price of $ 23.00 per full share.

As of September 30, 2024 and December 31, 2023,

there were 225,000 SPAC private warrants outstanding, with aggregate value of $ 8,102 and nil , respectively.

The changes in fair value for the three and nine months ended September

30, 2024 were $( 981 ) and $ 8,102 , respectively.

The changes in fair value for the three and nine

months ended September 30, 2023 were $ 1,106 and $ 3,481 , respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Warrants – Class A

On May 2, 2024, the Company issued 3,557,932 shares

of common stock and the associated warrants to purchase up to 734,920 shares of common stock at a purchase price of $ 1.40 per share under

the private placement, to an institutional investor, a director and officers of the Company.

The subscribers in private placement will

receive one warrant – class A for every five shares of common stock subscribed.

Each warrant – class A entitles the holder

to purchase 0.5 share of common stock at an exercise price of $ 2.00 per share and shall be exercised with more than $ 500,000 per tranche.

The warrants will be exercisable six months after the issuance date for a period of five years after the exercise date.

As of September 30, 2024 and December 31, 2023,

there were 1,469,840 and nil warrants - class A outstanding, respectively, with aggregate value of $ 1,896,657 and nil , respectively.

The changes in fair value for the three and nine

months ended September 30, 2024 were $ 156,864 and $ 1,896,657 respectively.

Common Warrants

One June 28, 2024, the Company issued 2,957,008

common warrants to Yorkville, in connection with the Second A&R SEPA, representing $ 8,377,500 or 25 % of the $ 33,510,000 the aggregate principal

amount of the First Pre-Paid Advance and the Second Pre-Paid Advance (see Note 5).

Each common warrant entitles the holder to purchase

0.5 share of common stock with an exercise price of $ 5.67 per share.

As of September 30, 2024 and December 31, 2023,

there were 2,957,008 and nil common warrants outstanding, respectively, with aggregate value of $ 2,376,695 and nil , respectively.

The changes in fair value for the three and nine

months ended September 30, 2024 were $ 476,167 and $ 2,376,695 , respectively.

The key inputs into the Binominal pricing model

were as follows at their measurement dates:

As of September 30, 2024

Common Warrants

Warrants – Class A

Private Warrants

Risk-free interest rate

1 unchanged sentence

Warrant remaining life

13 － SHAREHOLDERS’ (DEFICIT) EQUITY

of June 30, 2024 and December 31, 2023, the Company has authorized share of 200,000,000 ordinary shares with a par value $ 0.001 .

(i) On January 22, 2024 and June 18, 2024, the Company issued 334,160 and 12,002 ordinary shares, respectively, to the directors and officers of the Company under the Share Award Scheme (the “Scheme”), whose shares were vested in 2023.

(ii) During the six months ended June 30, 2024, the Company issued 2,454,100 ordinary shares to the employees of the Company to compensate the contributions of their services and performance.

(iii) During the six months ended June 30, 2024, the Company issued 1,505,615 ordinary shares to certain consultants to compensate their services rendered.

(iv) On March 12, 2024, the Company issued 1,000,000 ordinary shares to Apex Twinkle Limited to partially settle the finder fee payable.

(v) On May 2, 2024, the Company issued 7,349,200 ordinary shares and the associated warrants to purchase 1,469,840 ordinary shares at a purchase price of $ 0.70 per ordinary share under the private placement, to an institutional investor, a director and officers of the Company.

Among 7,349,200 ordinary shares, in

December 2023, the Company received gross proceeds of $ 1,850,314 from an institutional investor in exchange of 2,643,300 ordinary shares

and settled the accrued salaries of $ 1,242,850 with an aggregate of 1,775,500 ordinary shares to a director and officers of the Company.

The remaining 2,930,400 ordinary shares were issued to a director of the Company.

of June 30, 2024 and December 31, 2023, there were 81,810,429 and 68,661,998 ordinary shares issued and outstanding, respectively.

Shares To Be Issued

(vi) On February 22, 2024 and May 2, 2024, the Company issued 435,484 and 57,870 ordinary shares, respectively, for the settlement of the accrued salaries to the directors and officers.

(vii) In March 2024, the Company settled the accrued salaries of $ 0.4 million with an aggregate of 900,899 ordinary shares to be issued to the directors and officers of the Company at the current market price of $ 0.447 per share.

(viii) In June 2024, the Company settled the accrued salaries of $ 0.3 million with an aggregate of 115,154 ordinary shares to be issued to the directors and officers of the Company at the current market price of $ 2.9 per share.

of June 30, 2024 and December 31, 2023, there were 958,183 and 4,854,284 ordinary shares to be issued, respectively.

public warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 per full share, subject

to adjustment as discussed herein.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number

This means that only an even number of warrants may be exercised at any given time by a warrant holder.

the warrants become exercisable, the Company may call the outstanding warrants (including any outstanding warrants issued upon exercise

of the unit purchase option issued to Maxim Group LLC) for redemption:

whole and not in part;

a price of $ 0.01 per warrant;

a minimum of 30 days’ prior written notice of redemption,

and only if, the last sales price of the ordinary shares equals or exceeds $ 16.50 per share for any 20 trading days within a 30 trading

day period ending three business days before the Company send the notice of redemption, and

and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the

time of redemption and for the entire 30 -day trading period referred to above and continuing each day thereafter until the date of redemption.

the Company calls the warrants for redemption as described above, the management of the Company will have the option to require all holders

that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by

surrendering the whole warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the

number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair

market value” (defined below) by (y) the fair market value.

The “fair market value” shall mean the average reported

last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice

of redemption is sent to the holders of warrants.

Whether the Company will exercise our option to require all holders to exercise their

warrants on a “cashless basis” will depend on a variety of factors including the price of our ordinary shares at the time

the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.

of June 30, 2024 and December 31, 2023, there were 4,600,000 public warrants outstanding.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 14 － STOCKHOLDERS’ (DEFICIT) EQUITY

To date, the Company’s common stock is currently

traded on the Nasdaq Capital Market under the symbol “ILLR”, which was previously traded under the symbol “AGBA.”

On October 15, 2024, the Company changed its domicile

from British Virgin Islands to the State of Delaware.

15, 2024, the Company filed its articles of incorporation with the Secretary of State of Delaware, to

authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series.

The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative,

participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares

of each series.

To date, the Company has authorized a total of

100,000,000 shares of preferred stock.

Of this amount the Company has designated 11,803,398 shares and 35,000 shares to two classes of

preferred stock, Series A-1 Preferred Stock and Series B Preferred Stock, respectively.

A description of each class of preferred stock

is listed below:

Series A-1 Preferred Stock

The Company designated up to 11,803,398 shares

as Series A-1 Preferred Stock, with a par value of $ 0.001 per share.

Each share of Series A-1 Preferred Stock shall be convertible, at

the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder

thereof, into such number of fully paid and non-assessable shares of common stock.

There were nil shares of Series A-1 Preferred Stock issued and outstanding

as of September 30, 2024 and December 31, 2023.

Series B Preferred Stock

The Company designated up to 35,000 shares of

Series B Preferred Stock, with a par value of $ 0.001 per share.

Each share of Series B Preferred Stock shall be entitled to 10,000 votes

for each share of Series B Preferred Stock held by such holder.

There were nil shares of Series B Preferred Stock issued and outstanding

as of September 30, 2024 and December 31, 2023.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(or equivalent to ordinary shares)

Forward and Reverse Stock Splits

On October 1, 2024, the Company effected a 1.9365-to-1

forward stock split (the “Forward Split”), resulting increase in the total number of authorized ordinary shares from 1,500,000,000

to 2,904,753,145 , increase in the outstanding ordinary shares from 97,736,035 shares to 189,265,804 shares and reduction of par value

from $ 0.001 to $ 0.000516395 per share.

Further, on October 15, 2024, immediately prior to the completion of

the redomiciliation and merger transaction, the Company effected a 1-for-4 reverse stock split (the “Reverse Split”), resulting

in the proportional adjustments to the par value of the ordinary shares, the authorized number of ordinary shares, and the number of outstanding

ordinary shares.

Proportional adjustments were also made to all outstanding stock options, warrants, and common warrants in accordance

with their respective terms.

The Reverse Split did not change the par value of the Company’s common stock or the authorized number

All fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock.

and warrant numbers and per share amounts are retroactively presented in this Form 10-Q to reflect the impact of the Forward Split and

the Reverse Split as if they had taken effect on January 1, 2023.

To date, the Company has 1,400,000,000 authorized

shares of common stock, with a par value of $ 0.001 per share.

During the nine months ended September 30, 2024,

the Company issued 14,076,317 shares of common stock as follows:

(i) 167,586 shares of common stock to the directors and officers of the Company under the Share Award Scheme

(the “Scheme”), whose shares were vested in 2023.

(ii) 1,325,458 shares of common stock to the employees of the Company to compensate for the contributions of

their services and performance.

(iii) 2,520,169 shares of common stock to certain consultants to compensate their services rendered.

As of September 30, 2024, the unrecognized deferred equity compensation amounting to $ 7,994,977 was recorded in the additional paid-in capital and will be amortized over the remaining service period.

(iv) 484,125 shares of common stock to Apex Twinkle Limited to partially settle the finder fee payable.

(v) 3,557,932 shares of common stock and the associated warrants to purchase 711,586 shares of common stock at a purchase price of $ 1.45 per share under the private placement, to an institutional investor, a director and officers of the Company, on May 2, 2024.

Among 3,557,932 shares of common stock, in December 2023, the Company received gross proceeds of $ 1,850,314 from an institutional investor in exchange of 1,279,688 shares of common stock and settled the accrued salaries of $ 1,242,850 with an aggregate of 859,564 shares of common stock to a director and officers of the Company.

The remaining 1,418,680 shares of common stock were issued to a director of the Company.

(vi) 3,558,319 shares of common stock to a consultant to compensate services for a period of two years commenced in September 2024 and to receive the warrant containing a purchase option to acquire the equity interest of the consultant, with the aggregate fair value of $ 18,456,585 , at the current market value of $ 2.51 per share.

Under the consulting agreement, the Company received the warrant to purchase 285,353 units of Class C of the consultant, equal to 4.11 % of its equity interest, at an exercise price of $ 0.001 per unit, over a period of 5 years.

During the three and nine months ended September 30, 2024, the Company recorded $ 520,000 and $ 520,000 of consultancy service fee, respectively in the unaudited condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2024, the unrecognized deferred equity compensation amounting to $ 11,908,485 was recorded in the additional paid-in capital and will be amortized over the remaining service period and $ 6,028,100 of long-term investments, net in the condensed consolidated balance sheets.

(vii) 702,726 shares of common stock for the settlement of the accrued salaries to the directors and officers.

(viii) 58,095 shares of common stock to the independent directors of the Company under the 2024 Equity Incentive

(ix) 636,899 shares of common stock to a related company which owned by the Chairman of the Company to compensate

for the advisory services rendered.

(x) 604,244 shares of common stock for the settlement of the accrued director’s fee to the Chairman

of the Company.

(xi) 459,919 shares of common stock to the employees and officers of the Company to compensate for their services

and performance.

(xii) 845 fractional shares of common stock resulting from rounding up to whole shares upon the effectiveness

of Reverse Split.

There were 47,317,308 and 33,240,991 shares of

common stock issued and outstanding, as of September 30, 2024 and December 31, 2023, respectively.

During the three months ended September 30, 2024

and 2023, the Company recorded $ 2,564 and $ 2,150,680 share-based compensation expense, respectively which is included in the legal and

professional fee in the unaudited condensed consolidated statements of operations and comprehensive loss.

During the nine months ended September 30, 2024 and 2023, the Company

recorded $ 218,012 and $ 8,026,400 share-based compensation expense, respectively which is included in the legal and professional fee in

the unaudited condensed consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Common Stock To

There were nil and 2,350,081 shares of common stock

to be issued, as of September 30, 2024 and December 31, 2023, respectively.

Subscription Receivable

Subscription receivable is related to the private

placement commenced in November 2023, with ordinary shares were issued on May 2, 2024 to a director of the Company.

2,930,400 ordinary

shares with gross proceeds of $ 2,051,280 is expected to be settled by the director of the Company on or before December 31, 2024.

of Amount Due to the Holding Company

the six months ended June 30, 2024 and 2023, the holding company of the Company agreed to forgive a debt of nil and $ 8,600,000 , in aggregate,

respectively, representing certain amount due to it and treat as additional paid-in capital.

placement commenced in November 2023, whose common stocks were issued to a director of the Company on May 2, 2024.

The gross proceed of

$ 2,051,280 in relation to the corresponding 1,418,680 shares of common stock is expected to be settled by the director of the Company

on or before December 31, 2024.

Forgiveness of Amount Due to the Holding

During the nine months ended September 30, 2024

and 2023, the holding company of the Company agreed to forgive a debt of nil and $ 12,593,384 , in aggregate, respectively, representing

certain amount due to it and treat as additional paid-in capital.

2023 Share Award Scheme

to the Share Award Scheme, the Company filed S-8 registration statement to register 11,675,397 ordinary shares on February 24, 2023.

fair value of the ordinary shares granted during the period is measured based on the closing price of the Company’s ordinary shares

as reported by Nasdaq Exchange on the date of grant.

For those vested immediately on the date of grant, the fair value is recognized

as share-based compensation expense in the unaudited condensed consolidated statements of operations and comprehensive loss.

Share Units (“RSUs”)

December 2022, the Company approved and granted 5,000,000 ordinary shares as RSUs to employees and consultants as additional compensation

under the Scheme.

These RSUs typically will be vested over one to four years period from 2023 to 2026.

the RSUs, the fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line

The valuations assume no dividends will be paid.

Pursuant to the Share Award Scheme, the Company

filed S-8 registration statement to register up to 5,652,352 shares of common stock on February 24, 2023.

The fair value of the common stock granted during

the period is measured based on the closing price of the Company’s common stocks as reported by Nasdaq Exchange on the date of grant.

For those vested immediately on the date of grant, the fair value is recognized as share-based compensation expense in the unaudited condensed

consolidated statements of operations and comprehensive loss.

As of September 30, 2024, 491,797 shares of common

stock are available to issue under this plan.

During the three months ended September 30, 2024

and 2023, the Company recorded nil and nil share-based compensation expense, respectively which is included in the personnel and benefit

expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

During the nine months ended September 30, 2024 and 2023, the Company

recorded $ 1,565,880 and nil share-based compensation expense, respectively which is included in the personnel and benefit expenses in

the unaudited condensed consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Restricted Share Units (“RSUs”)

In December 2022, the Company approved and granted

2,420,625 shares of common stock as RSUs to employees and consultants as additional compensation under the Scheme.

These RSUs typically

will be vested over one to four years period from 2023 to 2026.

For the RSUs, the fair value is recognized over

the period based on the derived service period (usually the vesting period), on a straight-line basis.

The valuations assume no dividends

will be paid.

The Company has assumed 10 % forfeitures.

January 22, 2024 and June 18, 2024, the Company issued 334,160 and 12,002 ordinary shares, respectively, to the directors and officers

of the Company under the Scheme, whose shares were vested in 2023.

the three months ended June 30, 2024 and 2023, the Company recorded $ 250,567 and $ 4,604,320 share-based compensation expense, respectively

which is included in the personal and benefit expenses in the unaudited condensed consolidated statements of operations and comprehensive

the six months ended June 30, 2024 and 2023, the Company recorded $ 501,134 and $ 8,510,920 share-based compensation expense, respectively

which is included in the personal and benefit expenses in the unaudited condensed consolidated statements of operations and comprehensive

of June 30, 2024 and December 31, 2023, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled

$ 1.4 million and $ 1.9 million, respectively.

On January 22, 2024 and June 18, 2024, the Company

issued 161,775 and 5,811 shares of common stock, respectively, to the directors and officers of the Company under the Scheme, whose shares

were vested in 2023.

During the three months ended September 30, 2024

and 2023, the Company recorded $ 250,567 and $ 1,317,600 share-based compensation expense, respectively which is included in the personal

and benefit expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 751,701 and $ 3,952,800 share-based compensation expense, respectively which is included in the personal

and benefit expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2024 and December 31, 2023,

total unrecognized compensation remaining to be recognized in future periods for RSUs totaled $ 1.2 million and $ 1.9 million, respectively.

They are expected to be recognized over the weighted average period of 1.08 years.

summary of the activities for the Company’s RSUs as of June 30, 2024 and December 31, 2023 is as follow:

June 30, 2024

A summary of the activities for the Company’s

RSUs as of September 30, 2024 and December 31, 2023 is as follow:

September 30, 2024

December 31, 2023

Number of RSUs

Weighted Average Grant Price

Number of RSUs

Weighted Average Grant Price

Outstanding, beginning of period/year

1 unchanged sentence

Outstanding, end of period/year

Incentive Plan

Pursuant to the 2024 Equity Incentive Plan (the

“2024 Plan”), the Company filed S-8 registration statement to register 7,746,000 shares of common stock on August 29, 2024.

The fair value of the common stock granted during

the period is measured based on the closing price of the Company’s common stock as reported by Nasdaq Exchange on the date of grant.

For those vested immediately on the date of grant, the fair value is recognized as share-based compensation expense in the unaudited condensed

consolidated statements of operations and comprehensive loss.

As of September 30, 2024, 36,016 shares of common

stock are available to issue under this plan.

During the three months ended September 30, 2024,

the Company recorded $ 3,059,390 and $ 764,923 share-based compensation expense, respectively which is included in the personal and benefit

expenses and legal and professional fee, respectively in the unaudited condensed consolidated statements of operations and comprehensive

During the nine months ended September 30, 2024,

the Company recorded $ 3,059,390 and $ 764,923 share-based compensation expense, respectively which is included in the personal and benefit

expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

－ OPERATING EXPENSES

to the terms of respective contracts, commission expense represents certain premiums from insurance or investment products paid to agents.

Commission rates vary by market due to local practice, competition, and regulations.

The Company charged commission expense on a systematic

basis that is consistent with the revenue recognition.

the three months ended June 30, 2024 and 2023, the Company recorded $ 1,316,570 and $ 11,984,437 commission expenses, respectively.

the six months ended June 30, 2024 and 2023, the Company recorded $ 5,762,812 and $ 19,279,929 commission expenses, respectively.

and Benefit Expense

and benefit expense mainly consisted of salaries and bonus paid and payable to the employees of the Company.

the three months ended June 30, 2024 and 2023, the Company recorded $ 5,478,217 and $ 5,302,270 personnel and benefit expense, respectively.

the six months ended June 30, 2024 and 2023, the Company recorded $ 11,537,206 and $ 14,907,460 personnel and benefit expense, respectively.

and Professional Fees

and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.

During the three months ended June 30, 2024 and 2023, the Company recorded

$ 1,737,983 and $ 5,574,562 legal and professional fees, respectively.

During the six months ended June 30, 2024 and 2023, the Company recorded

$ 2,613,094 and $ 8,970,002 legal and professional fees, respectively.

General and Administrative Expenses

Company incurred different types of expenditures under other general and administrative expenses.

They primarily consist of depreciation

of property and equipment and management fee expenses which are allocated for certain corporate office expenses.

During the three months ended June 30, 2024 and 2023, the Company recorded

$ 2,482,519 and $ 2,748,046 other general and administrative expenses, respectively.

During the six months ended June 30, 2024 and

2023, the Company recorded $ 4,480,563 and $ 5,208,427 other general and administrative expenses, respectively.

Pursuant to the terms of respective contracts,

commission expense represents certain premiums from insurance or investment products paid to agents.

Commission rates vary by market due

to local practice, competition, and regulations.

The Company charged commission expense on a systematic basis that is consistent with

the revenue recognition.

During the three months ended September 30, 2024

and 2023, the Company recorded $ 1,934,131 and $ 8,915,811 commission expenses, respectively.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 7,696,943 and $ 28,195,740 commission expenses, respectively.

Personnel and Benefit Expense

Personnel and benefit expense mainly consisted

of salaries and bonus paid and payable to the employees of the Company.

During the three months ended September 30, 2024

and 2023, the Company recorded $ 6,826,869 and $ 7,764,353 personnel and benefit expense, respectively.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 18,364,075 and $ 22,671,813 personnel and benefit expense, respectively.

Legal and Professional Fees

Legal and professional fees mainly consisted of

certain professional consulting services in legal, audit, accounting and taxation, and others.

During the three months ended September 30, 2024

and 2023, the Company recorded $ 2,843,599 and $ 3,530,585 legal and professional fees, respectively.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 5,456,693 and $ 12,500,587 legal and professional fees, respectively.

Other General and Administrative Expenses

The Company incurred different types of expenditures

under other general and administrative expenses.

They primarily consist of depreciation of property and equipment and management fee expenses

which are allocated for certain corporate office expenses.

During the three months ended September 30, 2024 and 2023, the Company recorded $ 1,152,530 and $ 805,785 other general and administrative

expenses, respectively.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 3,440,851 and $ 2,242,167 other general and administrative expenses, respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

－ INCOME TAXES

provision for income taxes consisted of the following:

The provision

for income taxes consisted of the following:

For the three months ended

For the six months ended

Income tax expense (benefit)

Company’s subsidiaries mainly operate in Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

Virgin Islands

Company is incorporated in the British Virgin Islands and is not subject to taxation.

In addition, upon payments of dividends by these

entities to their shareholder, no British Virgin Islands withholding tax will be imposed.

Company’s subsidiaries operating in Hong Kong is subject to the Hong Kong Profits Tax at the income tax rates ranging from 8.25 %

to 16.5 % on the assessable income arising in Hong Kong during its tax year.

following table sets forth the significant components of the deferred tax assets of the Company as of June 30, 2024 and December 31,

December 31, 2023

September 30,

For the nine months ended

September 30,

Income tax expense

The Company’s subsidiaries mainly operate

in Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

United States of America

Upon the redomiciliation from the British Virgin

Islands to the State of Delaware, the Company is subjected to the federal income tax rate of 21 %.

British Virgin

The Company’s subsidiaries incorporated

in the British Virgin Islands are not subject to taxation.

In addition, upon payments of dividends by these entities to their stockholder,

no British Virgin Islands withholding tax will be imposed.

The Company’s subsidiaries operating in

Hong Kong is subject to the Hong Kong Profits Tax at the income tax rates ranging from 8.25 % to 16.5 % on the assessable income arising

in Hong Kong during its tax year.

The following

table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2024 and December 31, 2023:

September 30,

Deferred tax assets, net:

4 unchanged sentences

Deferred tax assets, net

movement of valuation allowance is as follows:

December 31, 2023

The movement of valuation allowance is as follows:

September 30,

Balance as of beginning of the period/year

6 unchanged sentences

$ ( 8,909,692 )

As of June 30, 2024 and December 31, 2023, the operations incurred

$ 77.2 million and $ 54.0 million, respectively of cumulative net operating losses which can be carried forward to offset future taxable

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

As of September 30, 2024 and December 31, 2023,

the operations incurred $ 78.0 million and $ 54.0 million, respectively of cumulative net operating losses which can be carried forward

to offset future taxable income.

Net operating loss can be carried forward indefinitely but cannot be carried back to prior years.

There are no group relief provisions

for losses or transfers of assets under Hong Kong tax regime.

Each company within a corporate group is taxed as a separate entity.

Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating

loss carryforwards as the management believes that it is more likely than not that these assets will not be realized in the future.

valuation allowance is reviewed annually.

are no group relief provisions for losses or transfers of assets under Hong Kong tax regime.

Each company within a corporate group is

taxed as a separate entity.

The Company has provided for a full valuation allowance against the deferred tax assets on the expected future

tax benefits from the net operating loss carryforwards as the management believes that it is more likely than not that these assets will

not be realized in the future.

The valuation allowance is reviewed annually.

tax positions

Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits,

and measure the unrecognized benefits associated with the tax positions.

As of June 30, 2024 and December 31, 2023, the Company did not

have any significant unrecognized uncertain tax positions.

The Company incurred and settled minimal interest related to potential underpaid

income tax expenses for the six months ended June 30, 2024 and did not anticipate any significant increases or decreases in unrecognized

tax benefits in the next 12 months from June 30, 2024.

The Company evaluates the uncertain tax position

(including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated

with the tax positions.

As of September 30, 2024 and December 31, 2023, the Company did not have any significant unrecognized uncertain

tax positions.

The Company incurred and settled minimal interest related to potential underpaid income tax expenses for the nine months

ended September 30, 2024 and did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months

from September 30, 2024.

－ SEGMENT INFORMATION

Topic 280, Segment Reporting , establishes standards for reporting information about operating segments on a basis consistent with

the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers

in unaudited condensed consolidated financial statements for detailing the Company’s business segments.

the Company has four business segments comprised of the related products and services, as follows:

Segments Scope of Business Activities

Distribution Business Facilitating the placement of insurance, investment, real estate and other financial products and services to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from product providers, including insurance companies, fund houses and other product specialists.

Platform Business - Providing access to financial products and services to licensed brokers;

- Providing operational support for the submission and processing of product applications;

- Providing supporting tools for commission calculations, customer engagement, sales team management, customer conversion, etc.;

- Providing training resources and materials;

- Facilitating the placement of investment products for the fund and/or product provider, in exchange for the fund management services;

- Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers;

- Solicitation of real estate sales for the developers, in exchange for commissions.

Fintech Business Managing an ensemble of fintech investments.

Healthcare Business Managing an ensemble of healthcare-related investments.

four business segments were determined based primarily on how the chief operating decision maker views and evaluates the operations.

Operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the

segment and to assess its performance.

Other factors, including market separation and customer specific applications, go-to-market channels,

products and services are considered in determining the formation of these operating segments.

following tables present the summary information by segment for the three and six months ended June 30, 2024 and 2023:

For the three months ended June 30, 2024

The following tables present the summary information

by segment for the three and nine months ended September 30, 2024 and 2023:

For the three months ended September 30, 2024

Distribution Business

10 unchanged sentences

Investment income, net

Total assets as of June 30, 2024

For the three months ended June 30, 2023

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the three months ended September 30, 2023

Distribution Business

8 unchanged sentences

( 7,565,926 )

( 11,342,515 )

Investment loss, net

Total assets as of June 30, 2023

For the six months ended June 30, 2024

For the nine months ended September 30, 2024

Distribution Business

10 unchanged sentences

Investment loss, net

Total assets as of June 30, 2024

For the six months ended June 30, 2023

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the nine months ended September 30, 2023

Distribution Business

10 unchanged sentences

Investment income, net

Total assets as of June 30, 2023

of the Company’s customers and operations are based in Hong Kong.

17 － RELATED PARTY BALANCES AND TRANSACTIONS

support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company

can support its operations or attains adequate financing through sales of its equity or traditional debt financing.

There is no formal

written commitment for continued support by the holding company.

All of the Company’s

customers and operations are based in Hong Kong.

NOTE 18－ RELATED PARTY BALANCES AND TRANSACTIONS

In support of the Company’s efforts and

cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains

adequate financing through sales of its equity or traditional debt financing.

There is no formal written commitment for continued support

by the holding company.

Amounts represent advances or amounts paid in satisfaction of liabilities.

party balances consisted of the following:

Related party balances consisted of the following:

September 30,

Balance with related parties:

Accounts receivable

Subscription receivable

Amount due to the holding company

Long-term investment – Investment E

receivable due from related parties represented the management service rendered to two individual close-ended investment private funds

registered in the Cayman Islands, which is controlled by the holding company.

(b) Subscription

receivable is related to the private placement, with gross proceeds is expected to be settled by the director of the Company on or before

December 31, 2024 (see note 13).

is obtained from the Company’s major shareholder of ultimate holding company.

The amount was secured, interest-bearing and repayable

by the end of August 2024, as extended (see note 10).

due to the holding company are those nontrade payables arising from transactions between the Company and the holding company, such as

advances made by the holding company on behalf of the Company, advances made by the Company on behalf of the holding company, and allocated

shared expenses paid by the holding company.

During the six months ended June 30, 2024 and 2023, amounts due to the holding company of

nil and $ 8,600,000 , respectively, were forgiven (see note 13).

Company purchased 4 % equity interest in Investment E from a related party in May 2021, based on historical cost.

The Company has a common

director with Investment E.

the ordinary course of business, during the three and six months ended June 30, 2024 and 2023, the Company involved with transactions,

either at cost or current market prices and on the normal commercial terms among related parties.

The following table provides the transactions

with these parties for the periods as presented (for the portion of such period that they were considered related):

Subscription receivable

(a) Accounts receivable due from related parties represented the

management service rendered to two individual close-ended investment private funds registered in the Cayman Islands, which is controlled

by the holding company.

(b) Borrowing is obtained from the Company’s major stockholder of

ultimate holding company.

The amount was secured, interest-bearing and repayable by the end of November 2024, as extended (see Note 11).

arising from transactions between the Company and the holding company, such as advances made by the holding company on behalf of the

Company, advances made by the Company on behalf of the holding company, and allocated shared expenses paid by the holding company.

the nine months ended September 30, 2024 and 2023, amounts due to the holding company of nil and $ 12,593,384 , respectively, were forgiven

(see Note 14).

(d) The Company purchased 4 % equity interest in Investment E from

a related party in May 2021, based on historical cost.

The Company has a common director with Investment E.

(e) Subscription receivable is related to the private placement

commenced in November 2023, whose common stocks were issued to a director of the Company on May 2, 2024.

The gross proceed of $ 2,051,280

in relation to the corresponding 1,418,680 shares of common stock is expected to be settled by the director of the Company on or before

December 31, 2024.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

In the ordinary course of business, during the

three and nine months ended September 30, 2024 and 2023, the Company involved with transactions, either at cost or current market prices

and on the normal commercial terms among related parties.

The following table provides the transactions with these parties for the periods

as presented (for the portion of such period that they were considered related):

For the three months ended

For the six months ended

September 30,

For the nine months ended

September 30,

Nature of transactions

3 unchanged sentences

Legal and professional fees

the management agreement, the Company shall provide management service to the portfolio assets held by two individual close-ended investment

private funds in the Cayman Islands, which is controlled by the holding company, for a compensation of asset management service fee income

at the predetermined rate based on the respective portfolio of asset values invested by the final customers.

to the service agreement, the Company agreed to pay the office and administrative expenses to the holding company for the use of office

premises, including, among other things, building management fees, government rates and rent, office rent, and lease-related interest

and depreciation that were actually incurred by the holding company.

amounts of general and administrative expenses were allocated by the holding company.

September 19, 2023, the Company entered into an advisory services agreement with a related company, which owned by the Chairman of the

Company, for a monthly fee of $ 83,333 .

The service will be terminated by either party upon 90 days prior written notice.

from the transactions and balances detailed elsewhere in these accompanying unaudited condensed consolidated financial statements, the

Company has no other significant or material related party transactions during the periods presented.

(f) Under the management agreement, the Company shall provide management

service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which is controlled

by the holding company, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio

of asset values invested by the final customers.

(g) Pursuant to the service agreement, the Company agreed to pay

the office and administrative expenses to the holding company for the use of office premises, including, among other things, building

management fees, government rates and rent, office rent, and lease-related interest and depreciation that were actually incurred by the

holding company.

(h) Certain amounts of general and administrative expenses were

allocated by the holding company.

(i) On September 19, 2023, the Company entered into an advisory

services agreement with a related company, which owned by the Chairman of the Company, for a monthly fee of $ 83,333 .

The service will

be terminated by either party upon 90 days prior written notice.

Apart from the transactions and balances detailed

elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material

related party transactions during the periods presented.

－ RISK AND UNCERTAINTIES

Company is exposed to the following risk and uncertainties:

(a) Concentration

For the three and six months ended June 30, 2024 and 2023, the customers

who accounted for 10% or more of the Company’s revenues are presented as follows:

For the three months ended June 30,

Percentage of revenues

For the six months ended June 30,

Percentage of revenues

who accounted for less than 10% of the total revenue during the periods.

of June 30, 2024 and December 31, 2023, the customers who accounted for 10% or more of the Company’s outstanding receivable balances

are presented as follows:

who accounted for less than 10% of the total accounts receivable as of period end.

of the Company’s major customers are located in Hong Kong.

instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable, loans

receivable, and notes receivables.

Cash equivalents are maintained with high credit quality institutions, the composition and maturities

of which are regularly monitored by management.

The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$ 500,000

(approximately $ 64,050 ) if the bank with which an individual/a company hold its eligible deposit fails.

As of June 30, 2024, cash balance

of $ 1,791,791 and fund held in escrow of $ 13,831,663 were maintained at financial institutions in Hong Kong, of which

approximately $ 15,118,121 was subject to credit risk.

While management believes that these financial institutions are of high

credit quality, it also continually monitors their credit worthiness.

accounts receivable, loans receivable, and notes receivables, the Company determines, on a continuing basis, the probable losses and

sets up an allowance for expected credit losses based on the estimated realizable value.

Credit of money lending business is controlled

by the application of credit approvals, limits and monitoring procedures.

Company uses internally-assigned risk grades to estimate the capability of borrowers to repay the contractual obligations of their loan

agreements as scheduled or at all.

The Company’s internal risk grade system is based on experiences with similarly graded loans

and the assessment of borrower credit quality, such as, credit risk scores, collateral and collection history.

Individual credit scores

are assessed by credit bureau, such as TransUnion.

Internal risk grade ratings reflect the credit quality of the borrower, as well as

the value of collateral held as security.

To minimize credit risk, the Company requires collateral arrangements to all mortgage loans

and has policies and procedures for validating the reasonableness of the collateral valuations on a regular basis.

Management believes

that these policies effectively manage the credit risk from advances.

Company’s third-party customers that represent more than 10% of total loans receivable, and their related net loans receivable

balance as a percentage of total loans receivable, as of June 30, 2024 and December 31, 2023 were as follows:

and political risk

Company’s major operations are conducted in Hong Kong.

Accordingly, the political, economic, and legal environments in Hong Kong,

as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results

of operations.

Company cannot guarantee that the current exchange rate will remain steady;

therefore there is a possibility that the Company could post

the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit

depending on exchange rate of HKD converted to US$ and Sterling on that date.

The exchange rate could fluctuate depending on changes

in political and economic environments without notice.

(e) Liquidity

risk is the risk that the Company will not be able to meet its financial obligations as they become due.

The Company’s policy is

to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without

incurring unacceptable losses or risking damage to the Company’s reputation.

A key risk in managing liquidity is the degree of

uncertainty in the cash flow projections.

The Company is

exposed to the following risk and uncertainties:

(a) Concentration risk

For the three and nine months ended September

30, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenues are presented as follows:

For the three months ended September 30,

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the nine months ended September 30,

* Customer who accounted for less than 10% of the total revenue

during the periods.

As of September 30, 2024 and December

31, 2023, the customers who accounted for 10% or more of the Company’s outstanding receivable balances are presented as follows:

* Customer who accounted for less than 10% of the total accounts

receivable as of period end.

(b) Credit risk

Financial instruments that potentially

subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable, loans receivable, and notes

Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are

regularly monitored by management.

Effective from October 1, 2024, the Hong Kong Deposit Protection Board pays compensation up to a

limit of HK$ 800,000 (approximately $ 102,564 ) if the bank with which an individual/a company hold its eligible deposit fails.

September 30, 2024, cash balance of $ 5,092,776 and fund held in escrow of $ 13,657,974 were maintained at financial institutions in

Hong Kong, of which approximately $ 18,265,597 was subject to credit risk.

While management believes that these financial

institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, loans receivable, and

notes receivables, the Company determines, on a continuing basis, the probable losses and sets up an allowance for expected credit losses

based on the estimated realizable value.

Credit of money lending business is controlled by the application of credit approvals, limits

and monitoring procedures.

The Company uses internally-assigned risk grades

to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all.

The Company’s

internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as,

credit risk scores, collateral and collection history.

Individual credit scores are assessed by credit bureau, such as TransUnion.

risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security.

To minimize credit

risk, the Company requires collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness

of the collateral valuations on a regular basis.

Management believes that these policies effectively manage the credit risk from advances.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The Company’s third-party customers that

represent more than 10% of total loans receivable, and their related net loans receivable balance as a percentage of total loans receivable,

as of September 30, 2024 and December 31, 2023 were as follows:

September 30,

The Company’s major operations are conducted

in Hong Kong.

Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s

economy may influence the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

The Company cannot guarantee that the current

exchange rate will remain steady;

therefore there is a possibility that the Company could post the same amount of profit for two comparable

periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted

to US$ and Sterling on that date.

The exchange rate could fluctuate depending on changes in political and economic environments without

(e) Liquidity risk

Liquidity risk is the risk that the Company will

not be able to meet its financial obligations as they become due.

The Company’s policy is to ensure that it has sufficient cash

to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Company’s reputation.

A key risk in managing liquidity is the degree of uncertainty in the cash flow projections.

If future cash flows are fairly uncertain, the liquidity risk increases.

－ COMMITMENTS AND CONTINGENCIES

— From time to time, the Company is involved in various legal proceedings and claims in the ordinary course of business.

Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material

adverse effect on its business, financial condition, operating results, or cash flows.

at June 30, 2024, the Company involved with various legal proceedings:

HCA702/2018 On March 27, 2018, the writ of summons was issued against the Company and seven related companies of the former

shareholder by the Plaintiff.

This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

On February 23, 2023, the Court granted leave for this action be set down for trial of 13 days, and the trial will commence on November

Legal counsel of the Company will continue to handle in this matter.

At this stage in the proceedings, it is unable to determine

the probability of the outcome of the matter or the range of reasonably possible loss, if any.

HCA765/2019 On April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies

and the former directors, shareholders and financial consultant by the Plaintiff.

This action alleged the deceit and misrepresentation

from an inducement of the fund subscription and claimed for compensatory damage of approximately $ 2 million (equal to HK$ 17.1 million).

On April 18, 2024, the court made an order that the plantiff shall set the case down for trial on or before July 6, 2024 for a 7 days

trial before a judge and there shall be a pre-trial review before the trial judge on a date 12 weeks before the trial.

The plantiff and

the defendants agreed on a time extension until August 8, 2024 to set the case down for trial.

The case is on-going and parties have

yet to attempt mediation.

Legal counsel of the Company will continue to handle this matter.

At this stage in the proceedings, it is unable

to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.

HCA2097 and 2098/2020 On December 15, 2020, the writs of summons were issued against the Company and the former consultant

by the Plaintiff.

This action alleged the misrepresentation and conspiracy causing the loss from the investment in corporate bond and

claimed for compensatory damage of approximately $ 1.67 million (equal to HK$ 13 million).

The Company previously made $ 0.84 million as

contingency loss for the year ended December 31, 2021.

Parties participated in a mediation held on March 25, 2022 and negotiated for

settlement through without prejudice correspondence, no settlement was reached.

The case is on-going and legal counsel of the Company

will continue to handle this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome of the

matter or the range of reasonably possible loss, if any.

Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the

amount of the loss can be reasonably estimated.

These provisions are reviewed at least each fiscal quarter and adjusted to reflect the

impacts of negotiations, estimate settlements, legal rulings, advice of legal counsel and other information and events pertaining to

a particular matter.

Legal fees are expensed in the period in which they are incurred.

and Purchase Agreement — Pursuant to the agreement dated April 5, 2023, entered with Sony Life Singapore Pte.

an independent third party, the Company is committed to purchase 100 % equity interest in Sony Life Financial Advisers Pte.

cash consideration of SGD2,500,000 (equivalent to $ 1,882,000 ).

On December 28, 2023, the Company and SLS entered into a second supplementary

agreement to extend the closing date of the transaction from December 31, 2023 to March 31, 2024.

On March 29, 2024, the Company and

SLS entered into a third supplementary agreement to extend the closing date of the transaction from March 31, 2024 to May 9, 2024.

to the third supplementary agreement, the Company paid SGD250, 000 (equivalent to $ 188,200 ) to SLS as the partial payment to cash consideration

on April 12, 2024.

On May 9, 2024, the Company and SLS entered into a fourth supplementary agreement to extend the closing date of the

transaction from May 9, 2024 to May 20, 2024.

On June 18, 2024, the Company and SLS entered into a fifth supplementary agreement to extend

the closing date of the transaction from May 20, 2024 to July 31, 2024.

Pursuant to the fifth supplementary agreement, the Company paid

an aggregate of SGD150,000 (equivalent to $ 112,920 ) as the extension fee and indemnification fee in July 2024.

Up to the date of the

unaudited condensed consolidated financial statements available to be issued, further extension on the closing date of the transaction

Litigation — From time to time, the

Company is involved in various legal proceedings and claims in the ordinary course of business.

The Company currently is not aware of

any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business,

financial condition, operating results, or cash flows.

As of September 30, 2024, the Company involved

with various legal proceedings:

HCA702/2018 On March 27,

2018, the writ of summons was issued against the Company and seven related companies of the former stockholder by the Plaintiff.

action alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

On February 23, 2023, the Court

granted leave for this action be set down for trial of 13 days, and the trial will commence on November 25, 2024.

Legal counsel of the

Company will continue to handle in this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome

of the matter or the range of reasonably possible loss, if any.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

HCA765/2019 On April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies and

the former directors, stockholders and financial consultant by the Plaintiff.

This action alleged the deceit and misrepresentation from

an inducement of the fund subscription and claimed for compensatory damage of approximately $ 2 million.

On April 18, 2024, the court

made an order that the plaintiff shall set the case down for trial on or before July 6, 2024 for a 7 days trial before a judge and there

shall be a pre-trial review before the trial judge on a date 12 weeks before the trial.

The plaintiff and the defendants agreed on a

time extension until August 8, 2024 to set the case down for trial.

On August 9, 2024, the Court made an order that the case be adjourned

to January 14, 2025 for another case management conference.

The case is on-going and parties have yet to attempt mediation.

Legal counsel

of the Company will continue to handle this matter.

At this stage in the proceedings, it is unable to determine the probability of the

outcome of the matter or the range of reasonably possible loss, if any.

HCA2097 and 2098/2020 On December 15, 2020, the writs of summons were issued against the Company and the former consultant by

the Plaintiff.

This action alleged misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed

for compensatory damage of approximately $ 1.67 million.

The Company previously made $ 0.84 million as contingency

loss for the year ended December 31, 2021.

Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through

without prejudice correspondence, no settlement was reached.

The case is on-going and legal counsel of the Company will continue to handle

At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of

reasonably possible loss, if any.

The Company makes a provision for a liability

relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimate settlements,

legal rulings, advice of legal counsel and other information and events pertaining to a particular matter.

Legal fees are expensed in

the period in which they are incurred.

Sale and Purchase Agreement — Pursuant

to the agreement dated April 5, 2023, entered with Sony Life Singapore Pte.

(“SLS”), an independent third party, the

Company is committed to purchase 100 % equity interest in Sony Life Financial Advisers Pte.

for a cash consideration of SGD2,500,000

(equivalent to $ 1,882,000 ).

On December 28, 2023, the Company and SLS entered into a second supplementary agreement to extend the closing

date of the transaction from December 31, 2023 to March 31, 2024.

On March 29, 2024, the Company and SLS entered into a third supplementary

agreement to extend the closing date of the transaction from March 31, 2024 to May 9, 2024.

Pursuant to the third supplementary agreement,

the Company paid SGD250, 000 (equivalent to $ 188,200 ) to SLS as the partial payment to cash consideration on April 12, 2024.

2024, the Company and SLS entered into a fourth supplementary agreement to extend the closing date of the transaction from May 9, 2024

to May 20, 2024.

On June 18, 2024, the Company and SLS entered into a fifth supplementary agreement to extend the closing date of the

transaction from May 20, 2024 to July 31, 2024.

Pursuant to the fifth supplementary agreement, the Company paid an aggregate of SGD150,000

(equivalent to $ 112,920 ) as the extension fee and indemnification fee in July 2024.

On September 25, 2024, the Company and SLS entered

into a sixth supplementary agreement to extend the closing date of the transaction from July 31, 2024 to October 31, 2024.

Up to the date

of the unaudited condensed consolidated financial statements available to be issued, further extension on the closing date of the transaction

is under negotiation between SLS and the Company.

Compliance — On March 20, 2024, Nasdaq granted an additional 180 calendar days period or until September 16, 2024, to the Company

to regain the compliance.

On May 3, 2024, the closing bid price of the ordinary shares of the Company has been over $ 1.00 per share for

a minimum of 10 consecutive trading days.

Accordingly, Nasdaq confirmed that the Company regained compliance with Rule 5550(a)(2) and

that this matter is now closed.

Nasdaq Compliance — On March 20,

2024, Nasdaq granted an additional 180 calendar days period or until September 16, 2024, to the Company to regain the compliance.

3, 2024, the closing bid price of the common stocks of the Company has been over $ 1.00 per share for a minimum of 10 consecutive trading

Accordingly, Nasdaq confirmed that the Company regained compliance with Rule 5550(a)(2) and that this matter is now closed.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

－ SUBSEQUENT EVENTS

July and August 2024, the Company further advanced an aggregate amount of $ 15.7 million to Triller in the form of promissory note.

In accordance with ASC Topic 855, “ Subsequent

1 unchanged sentence

but before the unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions

that occurred after June 30, 2024, up to August 14, 2024 that the unaudited condensed consolidated financial statements were available

that occurred after September 30, 2024, up to November 14, 2024 that the unaudited condensed consolidated financial statements were available

to be issued.

On October 1, 2024 and October 14, 2024, the Company

effected a Forward Split and a Reverse Split, respectively.

Details are described in Note 1.

On October 15, 2024, the Company consummated the

Merger Transaction and the details are described in Note 4.

On October 31, 2024, the Company entered into

a preliminary sales and purchase agreement with an independent third party to sell an office premises with a cash consideration of approximately

$ 1.6 million.

The transaction will be completed in February 2025.

As of September 30, 2024, the carrying value of the office premises was approximately $ 1.5 million.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements