What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-11-14 compared with 2024-08-14 · 455 added, 389 removed, 368 unchanged (70% of the section changed)

2 unchanged sentences

References in this report (the “Quarterly

Report”) to “we,” “us”, “the Group” or the “Company” refer to AGBA Group Holding

References to our “management” or our “management team” refer to our officers and directors.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited

condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained

in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Report”) to “we,” “us”, “the Group” or the “Company” refer to Triller Group Inc.

(formerly AGBA Group Holding Limited (“AGBA”)).

References to our “management” or our “management team”

refer to our officers and directors.

The following discussion and analysis of the Company’s financial condition and results of operations

should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere

in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements

that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

19 unchanged sentences

update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Triller Group Inc.

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.

Merger Transaction

In April 2024, we entered into a certain Agreement

and Plan of Merger (the “Original Merger Agreement”) by and between our subsidiary, AGBA Social Inc., Triller Corp., a Delaware

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

On August 30, 2024, all

parties further entered into an Amended and Restated Agreement and Plan of Merger (as further amended, the “Merger Agreement”).

The Merger Agreement has amended, restated and superseded the Original Merger Agreement accordingly (the “Merger Transaction”).

On September 19, 2024, our

shareholders approved the Merger Transaction and other related proposals at the extraordinary general meeting of shareholders.

On October 15, 2024, we consummated

the Merger Transaction and issued an aggregate of 107,674,877 shares of our common stock, 11,801,804 shares of our Series A-1 preferred

stock, and 30,851 shares of our Series B preferred stock.

Domestication and Name Change

In connection with the Merger Transaction, we

completed the domestication of our jurisdiction to domicile from British Virgin Islands to the State of Delaware, United States of America,

and changed our company name from “AGBA Group Holding Limited” to “Triller Group Inc.”

Forward and Reverse Stock Splits

On October 1, 2024, we 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 $0.00516395 per share.

Further, on October 15, 2024, we 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 warrants and common warrants in accordance with their respective terms.

All fractional shares were rounded up to the nearest

whole share with respect to outstanding ordinary shares.

All share 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 if they had taken effect on January 1, 2023.

Nasdaq Trading

To date, our common stock and public warrants are traded on the Nasdaq Capital Market under the symbol “ILLR” and “ILLRW,”

respectively, which were previously traded under the symbol “AGBA” and “AGBAW.”

Business overview

We are a leading one-stop financial supermarket

based in Hong Kong servicing over 400,000 individual and corporate customers.

We offer the broadest set of financial services and healthcare

products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices

that best suit their needs.

We currently operate four major areas of businesses,

comprising of:

Distribution Business:

The Group’s powerful financial advisor business is the largest in the market,

it engages in the personal financial advisory business (including advising and sales of a full range of financial services products including

long-term life insurance, savings and mortgages), with additional internal and external channels being developed and added.

Platform Business:

The Group operates as a “financial supermarket” offering over 1,800 financial products to a large universe

of retail and corporate customers.

Healthcare Business:

Through the Group’s 4% stake in and a strategic partnership with HCMPS, operating

as one of the largest healthcare management organizations in the Hong Kong and Macau region, with over 800 doctors in its network.

in 1979, it is one of the most reputed healthcare brands in Hong Kong.

Fintech Business:

The Group has an ensemble of leading FinTech assets and businesses in Europe and Hong

In addition to financial gains, the Group also derives substantial knowledge transfers from its investee companies, supporting the

development and growth of the Group’s new business models.

We are a leading one-stop

financial supermarket based in Hong Kong servicing over 400,000 individual and corporate customers.

We offer the broadest set of financial

services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients

to unlock the choices that best suit their needs.

We currently operate four

major areas of businesses, comprising of:

The Group’s powerful financial advisor business is the largest in the market, it engages in the personal financial advisory

business (including advising and sales of a full range of financial services products including long-term life insurance, savings and

mortgages), with additional internal and external channels being developed and added.

The Group operates as a “financial supermarket” offering over 1,800 financial products to a large universe of retail

and corporate customers.

Through the Group’s 4% stake in and a strategic partnership with HCMPS, operating as one of the largest healthcare management

organizations in the Hong Kong and Macau region, with over 800 doctors in its network.

Established in 1979, it is one of the most reputed

healthcare brands in Hong Kong.

The Group has an ensemble of leading FinTech assets and businesses in Europe and Hong Kong.

In addition to financial gains,

the Group also derives substantial knowledge transfers from its investee companies, supporting the development and growth of the Group’s

new business models.

Distribution Business

The Distribution Business comprises a variety

of captive financial services distribution channels.

We have built a market leading financial advisors distribution channel in Hong Kong.

The Distribution Business

comprises a variety of captive financial services distribution channels.

We have built a market leading financial advisors distribution

channel in Hong Kong.

We have also built other distribution channels alongside our market leading financial advisors business.

Our combined captive distribution channels enable

us to directly access one of the largest pools of customers accessible to independent financial services providers in Hong Kong.

Our combined captive distribution

channels enable us to directly access one of the largest pools of customers accessible to independent financial services providers in

Financial Advisors Business

(“FA Business”)

is engaged in the distribution of life insurance, asset management, property-casualty

and Mandatory Provident Fund products through its teams of independent financial advisors (brokers).

“Focus” is engaged in the distribution of life insurance, asset management, property-casualty and Mandatory Provident Fund products through its teams of independent financial advisors (brokers).

Alternative Distribution Business

collection of distribution channels, including salaried financial planners

targeting HNWI, development teams pursuing corporate partnerships and incubating

financial advisors teams.

A collection of distribution channels, including salaried financial planners targeting HNWI, development teams pursuing corporate partnerships and incubating financial advisors teams.

Digital Business

Money is a direct-to-consumer digital app that provides various financial products and services to retail customers.

Our largest distribution channel is the FA Business,

operating under the brand name Focus.

With its large salesforce of financial advisors, “Focus” provides a wide range of financial

products and independent advisory services to individual and corporate customers, primarily in connection with life insurance products.

Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades, building up a large and

highly productive salesforce.

As of June 30, 2024, there were around 670 financial advisors at “Focus”, organized into 15

Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.

In addition to the FA Business, we continued to

expand our distribution footprint with the establishment and expansion of a number of additional distribution channels, collectively known

as our Alternative Distribution Business.

These distribution channels are targeted at specific customer segments and/or capturing specific

distribution opportunities.

Combined with our Digital Business, we now have

a well-diversified range of distribution channels and capabilities.

During 2024, we continued to make significant

investments into developing and expanding our financial advisors salesforce, broadening and deepening the product range, as well as upgrading

the supporting infrastructure.

Our infrastructure not only supports the financial consultants in engaging with their customers, it also

provides extensive operational support in relation to the processing of transactions, associated payment flows, as well as after-sales

Building our infrastructure required substantial investments into technological, operational and financial systems, as well

as the development of comprehensive operational and support teams (operations support, customer services, payments, etc.).

of the financial products offered to our customers are regulated, on top of the various operational requirements, we have built significant

internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate level of regulatory

compliance and supervision.

As a result of our efforts to expand our distribution

capabilities and improve our supporting infrastructure, we have successfully developed these inter-related strategic assets:

Vast customer base in Hong Kong and growing customer base in Mainland China.

State-of-the-art supporting infrastructure.

Relationships with and access to a broad range of leading global financial product providers.

Deep market knowledge and understanding.

Highly productive and well-trained salesforce.

We will continue to capitalize on these core strategic

assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management and healthcare).

For the six months ended June 30, 2024, the Company

made $10.5 million from commission in the Distribution Business.

The revenue attributed to the Company during the first half year of 2024

only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.

We will continue to widen our distribution footprint

and actively explore further opportunities to develop partnerships and generate customer leads on the ground in Mainland China, as well

as refining our abilities to service our customer base.

We expect sales volumes to return to the levels previously recorded, prior to

the pandemic period, especially with the re-opening of the Mainland border and the ongoing integration of Hong Kong into the Greater Bay

ILLR Money is a direct-to-consumer digital app that provides various financial products and services to retail customers.

Our largest distribution channel

is the FA Business, operating under the brand name Focus.

With its large salesforce of financial advisors, “Focus” provides

a wide range of financial products and independent advisory services to individual and corporate customers, primarily in connection with

life insurance products.

Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades,

building up a large and highly productive salesforce.

As of September 30, 2024, there were around 562 financial advisors at “Focus”,

organized into 10 sales teams.

Each team is led by a “tree head”, responsible for managing the financial advisors within their

In addition to the FA Business,

we continued to expand our distribution footprint with the establishment and expansion of a number of additional distribution channels,

collectively known as our Alternative Distribution Business.

These distribution channels are targeted at specific customer segments and/or

capturing specific distribution opportunities.

Combined with our Digital

Business, we now have a well-diversified range of distribution channels and capabilities.

During 2024, we continued

to make significant investments into developing and expanding our financial advisors salesforce, broadening and deepening the product

range, as well as upgrading the supporting infrastructure.

Our infrastructure not only supports the financial consultants in engaging

with their customers, it also provides extensive operational support in relation to the processing of transactions, associated payment

flows, as well as after-sales services.

Building our infrastructure required substantial investments into technological, operational and

financial systems, as well as the development of comprehensive operational and support teams (operations support, customer services, payments,

Since many of the financial products offered to our customers are regulated, on top of the various operational requirements, we

have built significant internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate

level of regulatory compliance and supervision.

As a result of our efforts

to expand our distribution capabilities and improve our supporting infrastructure, we have successfully developed these inter-related

strategic assets:

customer base in Hong Kong and growing customer base in Mainland China.

● State-of-the-art

supporting infrastructure.

● Relationships

with and access to a broad range of leading global financial product providers.

market knowledge and understanding.

productive and well-trained salesforce.

We will continue to capitalize

on these core strategic assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management

and healthcare).

For the nine months ended

September 30, 2024, the Company made $15.21 million from commission in the Distribution Business.

The revenue attributed to the Company

during the first half year of 2024 only captured an insignificant portion of the revenues actually generated by the financial advisors

currently associated with Focus.

We will continue to widen

our distribution footprint and actively explore further opportunities to develop partnerships and generate customer leads on the ground

in Mainland China, as well as refining our abilities to service our customer base.

We expect sales volumes to return to the levels previously

recorded, prior to the pandemic period, especially with the re-opening of the Mainland border and the ongoing integration of Hong Kong

into the Greater Bay area.

Platform Business

The Platform business, through OPH and its subsidiaries,

is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global

product providers.

The Platform Business was set up to take advantage

of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong.

We were already servicing

a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art

technological and operational infrastructure.

The Platform Business now operates this full-service

platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers,

and individual independent financial advisors that are looking for support in advising and serving their retail clients.

Our technology-enabled Platform Business offers

a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money

lending and real estate agency.

In addition to its unrivaled product-shelf, the

Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive customer services,

and training support.

Currently, our platform financial services and

investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident

Fund (MPF) products, and international real estate referral and brokerage services, as discussed below:-

The OnePlatform brand currently covers 95 insurance

providers selling 1,204 products, and 54 asset management fund houses with over 1,151 products.

The Platform business, through

OPH and its subsidiaries, is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong sourced

from leading global product providers.

The Platform Business was

set up to take advantage of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong.

We were already servicing a large pool of customers and in the process, built up a wide library of world class financial products and

constructed a state-of-the-art technological and operational infrastructure.

The Platform Business now

operates this full-service platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions,

family offices, brokers, and individual independent financial advisors that are looking for support in advising and serving their retail

Our technology-enabled Platform

Business offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual

funds, money lending and real estate agency.

In addition to its unrivaled

product-shelf, the Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive

customer services, and training support.

Currently, our platform financial

services and investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory

Provident Fund (MPF) products, and international real estate referral and brokerage services, as discussed below:-

The OnePlatform brand currently

covers 80 insurance providers selling 1,183 products, and 53 asset management fund houses with over 1,141 products.

Fintech Business

The Fintech Business has collected an ensemble

of valuable fintech assets in its investment portfolio.

Fintech Business’ management team has strived to establish the business

as a leading name in the fintech investment sector.

Core Fintech investments held under the Fintech

Business as of June 30, 2024 include:

An investment in Tandem Money Limited, a UK digital bank.

An investment in CurrencyFair Limited, a B2B and B2C payments company.

An investment in Oscar Health Inc., a US direct-to-consumer digital health insurer.

An investment in Goxip Inc., a fashion media platform based in Hong Kong.

The Fintech Business has collected

an ensemble of valuable fintech assets in its investment portfolio.

Fintech Business’ management team has strived to establish the

business as a leading name in the fintech investment sector.

Core Fintech investments held

under the Fintech Business as of September 30, 2024 include:

investment in Tandem Money Limited, a UK digital bank.

investment in CurrencyFair Limited, a B2B and B2C payments company.

investment in Oscar Health Inc., a US direct-to-consumer digital health insurer.

investment in Goxip Inc., a fashion media platform based in Hong Kong.

Carrying amount in

US$ thousands (1)

September 30,

Tandem Money Limited

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LC Healthcare Fund I, L.P.

Carrying amount represents Fintech’s attributable interest in the investment portfolio asset.

The Company partially sold 993,108 shares of Oscar Health Inc.

on Nasdaq Stock Exchange with an average current market price of $4.01 per share in 2023.

amount represents Fintech’s attributable interest in the investment portfolio asset.

Company partially sold 993,108 shares of Oscar Health Inc.

on Nasdaq Stock Exchange with an average current market price of $4.01 per

share in 2023.

On February 5, 2024, the Company sold all its equity interest in LC Healthcare Fund I, L.P.

1 unchanged sentence

Healthcare Business

We currently hold a 4% equity stake in HCMPS,

one of the leading healthcare management organizations in Hong Kong.

Founded in 1979 and currently operating under

Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare

brands in Hong Kong.

It has four self-operated medical centres and a network of over 700 healthcare service providers – providing

healthcare schemes for more than 500 corporate clients with over 300,000 scheme members.

JFA’s clients include blue chip companies

from various industry and leading insurers.

Apart from Hong Kong, JFA is the largest operator in Macau with around 70 clinics.

JFA operates a city-wide medical network that

includes 340 general practitioners (“GP”), 11 laboratories and imaging centers, 273 specialist doctors, 25 physiotherapy centers,

12 Chinese medicine practitioner clinics, all based in Hong Kong, and 69 GP clinics in Macau.

We currently hold a 4% equity

stake in HCMPS, one of the leading healthcare management organizations in Hong Kong.

Founded in 1979 and currently

operating under the Dr.

Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most

reputed healthcare brands in Hong Kong.

It has four self-operated medical centres and a network of over 700 healthcare service providers

– providing healthcare schemes for more than 500 corporate clients with over 300,000 scheme members.

JFA’s clients include

blue chip companies from various industry and leading insurers.

Apart from Hong Kong, JFA is the largest operator in Macau with around

JFA operates a city-wide medical

network that includes 340 general practitioners (“GP”), 11 laboratories and imaging centers, 273 specialist doctors, 25 physiotherapy

centers, 12 Chinese medicine practitioner clinics, all based in Hong Kong, and 69 GP clinics in Macau.

Over 380,000 out-patient and in-patient

2 unchanged sentences

general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories and imaging services.

We believe that the future of healthcare is in

“Smart Health” – technology that offers improved patient-care management and leverages data as the new tool for solving

complex healthcare challenges with reduced operating costs.

We will focus on technology/digitalization and consumerization of healthcare

to create an ecosystem empowering customers to proactively manage their health and well-being and to improve their access to healthcare

at a lower cost – with connectivity across the care continuum.

We believe that JFA has the captive customer base, infrastructure

and product/service offerings to optimize customer experience to further grab market share.

We are currently working to transform JFA into

the best medical care institution in Asia by 2025, redefining industry standards in the Greater Bay Area and offering market-leading customer

care and best-in-class infrastructure empowered by data analytics.

We believe that the future

of healthcare is in “Smart Health” – technology that offers improved patient-care management and leverages data as the

new tool for solving complex healthcare challenges with reduced operating costs.

We will focus on technology/digitalization and consumerization

of healthcare to create an ecosystem empowering customers to proactively manage their health and well-being and to improve their access

to healthcare at a lower cost – with connectivity across the care continuum.

We believe that JFA has the captive customer base,

infrastructure and product/service offerings to optimize customer experience to further grab market share.

We are currently working to

transform JFA into the best medical care institution in Asia by 2025, redefining industry standards in the Greater Bay Area and offering

market-leading customer care and best-in-class infrastructure empowered by data analytics.

Results of Operations

Comparison of the Three Months Ended June 30,

Comparison of the Three Months Ended September 30,

2024 and 2023:

The following tables set forth our results of operations for the periods

presented in U.S.

The following tables set forth our results of

operations for the periods presented in U.S.

dollars (in thousands):

Three months ended

September 30,

(US$ in thousands)

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Interest income

Foreign exchange (loss) gain, net

Foreign exchange gain (loss), net

Investment loss, net

Change in fair value of warrant liabilities

(182,550.00 )

Loss on settlement of forward share purchase agreement

Rental income

Sundry income

Total other expense, net

Total other income (expense), net

Loss before income taxes

1 unchanged sentence

The following table summarizes the major operating

revenues for the three months ended June 30, 2024 and 2023:

revenues for the three months ended September 30, 2024 and 2023:

Three months ended

September 30,

(US$ in thousands)

5 unchanged sentences

Distribution Business

The Distribution

Business contributed 83.21% and 92.14% of the total revenue for the three months ended June 30, 2024 and 2023, respectively.

the Distribution Business mainly related to commissions earned, which decreased by US$11.91 million, or 74.42%, from US$16.0 million

in 2023 to US$4.1 million in 2024.

The decrease in revenue primarily attributed from the economic recession and outward migration

in Hong Kong.

The largest segment of the Distribution Business is our FA Business, operated under the “Focus” brand name.

The Distribution Business contributed 86.42% and

89.92% of the total revenue for the three months ended September 30, 2024 and 2023, respectively.

Income from the Distribution Business

mainly related to commissions earned, which decreased by US$7.2 million, or 60.42%, from US$11.9 million in 2023 to US$4.7 million

The decrease in revenue primarily attributed from the economic recession and outward migration in Hong Kong.

The largest segment

of the Distribution Business is our FA Business, operated under the “Focus” brand name.

Summarized revenue breakdown by product and type

1 unchanged sentence

Three months ended

September 30,

(US$ in thousands)

6 unchanged sentences

The Platform Business contributed 13.58% and 10.08%

of the total revenue for the three months ended June 30, 2024 and 2023, respectively.

of the total revenue for the three months ended September 30, 2024 and 2023, respectively.

Three months ended

September 30,

(US$ in thousands)

2 unchanged sentences

Interest Expense

Interest expense increased by US$0.12 million

for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

The increase was mainly attributed to the

interest expense and amortization of the debt discount on convertible notes payable.

Interest expense increased by US$0.8 million for

the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

The increase was mainly attributed

to the interest expense and amortization of the debt discount on convertible notes payable.

Commission Expense

Three months ended

September 30,

(US$ in thousands)

5 unchanged sentences

The Distribution Business contributed 95.29% and

97.03% of the total commission expense for the three months ended June 30, 2024 and 2023, respectively.

Commission expense for the Distribution

Business decreased by US$10.4 million, or 89.81%, from US$11.6 million in 2023 to US$1.2 million in 2024.

As a result of

the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.

96.38% of the total commission expense for the three months ended September 30, 2024 and 2023, respectively.

Commission expense for the

Distribution Business decreased by US$6.8 million, or 78.55%, from US$8.6 million in 2023 to US$1.8 million in 2024.

a result of the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.

Sales and Marketing Expense

Sales and marketing expense decreased by US$0.7

million or 94.17% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

The decrease in sales

and marketing expense is mainly attributed to lower spending associated with “AGBA” corporate branding and associated product

campaigns for celebrating the successful listing.

million or 87.67% for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

in sales and marketing expense is mainly attributed to lower spending associated with “AGBA” corporate branding and associated

product campaigns for celebrating the successful listing.

Research and Development Expense

Research and development expense decreased by

US$0.6 million or 53.26% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

The slight decrease

was primarily due to decreased in headcounts.

US$0.3 million or 45.88% for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

slight decrease was primarily due to decreased in headcounts.

Personnel and Benefit Expense

Three months ended

September 30,

(US$ in thousands)

1 unchanged sentence

Share-based compensation to employees

Personnel and benefit cost increased by US$1.0

million for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

The increase was primarily attributable

to the new appointment of our Chairman in 2024, the reversal of annual bonus during the three months ended June 30, 2023, and offset by

the reduction of headcounts in 2024.

Share-based compensation for employees decreased

by US$0.8 million for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

Personnel and benefit cost decreased by US$1.0

million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

The decrease was primarily

due to the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024.

The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period),

on a straight-line basis.

attributable to the reduction of headcounts during the period.

Share-based compensation for employees increased

by US$2.0 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

was primarily due to the issuance of common stocks to our independent directors under the 2024 Equity Incentive Plan and issuance of common

stocks to our officers and employees to compensate for their contributions of services and performance, offset by the decrease in the

amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024.

The fair value of the restricted

share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

Legal and Professional Fees

Three months ended

September 30,

(US$ in thousands)

Legal and professional fee

Legal and profession fee, related party

Legal and professional fee, related party

Consulting fees (share-based related)

Legal and professional fees decreased by US$1.0

million, or 43.77%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

The decrease was primarily

attributed to the decrease in the US legal counsel fees and the consulting fees incurred during the period.

Legal and professional fees in aggregate decreased

by US$0.7 million, or 19.46%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

The decrease was primarily attributed to the decrease in the consulting fees incurred during the period, which settled by the issuance

of our common stocks.

Legal and professional fees, related party of

$0.3 million for the three months ended June 30, 2024 represented the advisory service fee paid to a related company which owned by the

Chairman of the Company.

$0.3 million for the three months ended September 30, 2024 represented the advisory service fee paid to a related company which owned

by the Chairman of the Company.

Consulting fees under share-based compensation

for the three months ended June 30, 2024 was mainly related to the corporate strategic consultancy and business marketing service rendered

by certain third party consultants, equal to 1,505,615 ordinary shares at the market price ranging from US$0.339 to US$0.403 per share.

for the three months ended September 30, 2024 was mainly related to the corporate strategic consultancy, intelligence technology consultancy,

and business marketing service rendered by certain third party consultants, equal to 5,349,582 shares of common stock at the market price

ranging from US$0.339 to US$2.5111 per share.

Other General and Administrative Expense

Three months ended

September 30,

(US$ in thousands)

7 unchanged sentences

Total other general and administrative expenses

increased by US$0.4 million, or 40.06%, for the three months ended June 30, 2024, as compared to the three months ended June 30,

The net increase was mainly due to the increase in depreciation on right-of-use assets of US$0.3 million, financial data subscription

expense of US$0.1 million, interest expense on lease liabilities of US$0.1 million, and other operating expenses of US$0.1 million, offset

by the building management fee and utilities of US$0.2 million.

The depreciation on right-of-use assets and the interest expense on lease

liabilities were mainly attributed to the commercial operating lease entered with an independent third party for the use of an office

premises in Hong Kong.

The lease has original terms exceeding one year, but not more than three years with an option to renew for a further

term of three years.

increased US$0.3 million, or 43.05%, for the three months ended September 30, 2024, as compared to the three months ended September

The net increase was mainly due to the increase in building management fee and utilities of US$0.08 million and other operating

expenses of US$0.4 million, offset by the decrease in depreciation on right-of-use assets of US$0.09 million, and overseas travelling

expense of US$0.08 million.

The depreciation on right-of-use assets and the interest expense on lease liabilities were mainly attributed

to the commercial operating lease entered with an independent third party for the use of an office premises in Hong Kong.

The lease has

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

Loss from Operations

Loss from operations decreased by US$1.2 million,

or 25.55%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023.

The decrease was mainly attributable

to the decrease in operating expenses of US$15.1 million, offset by the decrease in revenues of $12.5 million.

or 10.23%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023.

The decrease was mainly

attributable to the decrease in operating expenses of US$8.9 million, offset by the decrease in revenues of $7.8 million.

Other Income (Expense), net

Interest Income

Interest income decreased by US$0.1 million

for the three months ended June 30, 2024.

Foreign Exchange (Loss) Gain, net

Foreign exchange (loss) gain, net mainly represented

the unrealized net foreign exchange (loss) gain from the translation of long-term investments which are mostly denominated in Sterling.

The net foreign exchange loss increased by US$0.4 million or 114.61% for the three months ended June 30, 2024, as compared to the

net foreign exchange gain for the three months ended June 30, 2023, due to the continuous strong Sterling exchange rate.

Interest income increased by US$0.3 million

for the three months ended September 30, 2024.

Foreign Exchange Gain (Loss), net

Foreign exchange gain (loss), net mainly represented

the unrealized net foreign exchange gain (loss) from the translation of long-term investments which are mostly denominated in Sterling.

The net foreign exchange gain increased by US$2.0 million or 227.89% for the three months ended September 30, 2024, as compared to

the net foreign exchange loss for the three months ended September 30, 2023, due to the continuous strong Sterling exchange rate.

Investment Loss, Net

Three months ended

(US$ in thousands)

Unrealized loss in non-marketable equity securities

Dividend income

Investment loss decreased by US$0.8 million,

or 100.00%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, mainly because of the decrease

in unrealized loss in non-marketable equity securities of US$1.0 million, and decrease in dividend income of US$0.6 million.

or 100.00%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, mainly because of

the decrease in unrealized loss in non-marketable equity securities of US$1.0 million, and decrease in dividend income of US$0.2 million.

Change in fair value of warrant liabilities

We classified the Private Warrants, Warrant –

Class A, and Common Warrants as liabilities at their fair value and adjust them to fair value at each reporting period.

These warrant

liabilities are subject to re-measurement of each balance sheet date until exercised.

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

we recognized the change in fair value in aggregate of $3.6 million and nil in our condensed consolidated statements of operations and

comprehensive loss.

Net loss increased by US$0.7 million, or

6.89% for the three months ended June 30, 2024, as compared to three months ended June 30, 2023, primarily due to the increase in other

expense, net of US3.4 million, offset by the decrease in total revenues of US$12.5 million and decrease in operating expenses of US$15.1

Six months ended June 30, 2024 vs six months

ended June 30, 2023

Six months ended

We classified the SPAC Private Warrants,

Warrant – Class A, and Common Warrants as liabilities at their fair value and adjust them to fair value at each reporting

These warrant liabilities are subject to re-measurement of each balance sheet date until exercised.

For the three months

ended September 30, 2024 and 2023, we recognized the change in fair value in aggregate of $0.6 million and nil in our condensed

consolidated statements of operations and comprehensive loss.

Net loss decreased by US$3.5 million, or

27.10% for the three months ended September 30, 2024, as compared to three months ended September 30, 2023, primarily due to the decrease

in operating expense of US$8.9 million, offset by the decrease in total revenues of US$7.8 million and increase in other income of US$2.3

Nine months ended September 30, 2024 vs

nine months ended September 30, 2023

Nine months ended

September 30,

(US$ in thousands)

21 unchanged sentences

Interest income

Foreign exchange (loss) gain, net

Foreign exchange gain, net

Investment (loss) income, net

9 unchanged sentences

The following table summarizes the major operating

revenues for the six months ended June 30, 2024 and 2023:

Six months ended

revenues for the nine months ended September 30, 2024 and 2023:

Nine months ended

September 30,

(US$ in thousands)

5 unchanged sentences

Distribution Business

The Distribution

Business contributed 83.57% and 90.33% of the total revenue for the six months ended June 30, 2024 and 2023, respectively.

the Distribution Business mainly related to commissions earned, which significantly decreased by US$15.2 million, or 59.09%, from US$25.7 million

in 2023 to US$10.5 million in 2024.

The Distribution Business contributed 84.43% and

90.20% of the total revenue for the nine months ended September 30, 2024 and 2023, respectively.

Income from the Distribution Business

mainly related to commissions earned, which significantly decreased by US$22.4 million, or 59.51%, from US$37.6 million in 2023 to

US$15.2 million in 2024.

The largest segment of the Distribution Business is our FA Business, operated under the “Focus”

2 unchanged sentences

of contracts:

Six months ended

Nine months ended

September 30,

(US$ in thousands)

6 unchanged sentences

The Platform Business contributed 15.57% and 9.80%

of the total revenue for the six months ended June 30, 2024 and 2023, respectively.

Six months ended

of the total revenue for the nine months ended September 30, 2024 and 2023, respectively.

Nine months ended

September 30,

(US$ in thousands)

2 unchanged sentences

Commission Expense

Six months ended

Nine months ended

September 30,

(US$ in thousands)

5 unchanged sentences

The Distribution Business contributed 92.56% and

96.17% of the total commission expense for the six months ended June 30, 2024 and 2023, respectively.

Commission expense for the Distribution

Business decreased by US$13.3 million, or 71.52%, from US$18.5 million in 2023 to US$5.3 million in 2024.

As a result of the decrease

in revenue associated with the Distribution Business, commission expense decreased correspondingly.

96.23% of the total commission expense for the nine months ended September 30, 2024 and 2023, respectively.

Commission expense for the

Distribution Business decreased by US$20.0 million, or 73.74%, from US$27.1 million in 2023 to US$7.1 million in 2024.

As a result of

the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.

Sales and Marketing Expense

8 unchanged sentences

Personnel and Benefit Expense

Six months ended

Nine months ended

September 30,

(US$ in thousands)

2 unchanged sentences

Personnel and benefit cost decreased by US$4.3

million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023.

The decrease was primarily due to the

decreased in headcounts in both Platform Business and Distribution Business.

Share-based compensation for employees decreased

by US$0.6 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023.

The slight decrease was primarily

due to the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024.

The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period),

on a straight-line basis.

million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

The decrease was primarily

due to the decrease in headcounts in both Platform Business and Distribution Business.

Share-based compensation for employees increased

by US$1.4 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

was primarily due to the issuance of common stocks to our independent directors under the 2024 Equity Incentive Plan and issuance of common

stocks to our officers and employees to compensate for their contributions of services and performance, offset by the decrease in the

amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024.

The fair value of the restricted

share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

Legal and Professional Fees

Six months ended

Nine months ended

September 30,

(US$ in thousands)

2 unchanged sentences

Consulting fees (share-based related)

Legal and professional fees decreased by US$1.4

million, or 45.17%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023.

The decrease was primarily

attributed to the decrease in the US legal counsel fees and the consulting fees incurred during the period.

Legal and professional fees in aggregate decreased

by US$7.0 million, or 56.35%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

decrease was primarily attributed to the decrease in the consulting fees incurred during the period, which settled by the issuance of

our common stocks.

Legal and professional fees, related party of

$0.5 million for the six months ended June 30, 2024 represented the advisory service fee paid to a related company which owned by the

Chairman of the Company.

$0.8 million for the nine months ended September 30, 2024 represented the advisory service fee paid to a related company which owned by

the Chairman of the Company.

Consulting fees under share-based compensation

for the six months ended June 30, 2024 was mainly related to the corporate strategic consultancy and business marketing service rendered

by certain third party consultants, equal to 1,505,615 ordinary shares at the market price ranging from US$0.339 to US$0.403 per share.

for the nine months ended September 30, 2024 was mainly related to the corporate strategic consultancy, intelligence technology consultancy,

and business marketing service rendered by certain third party consultants, equal to 6,078,488 shares of common stock at the market price

ranging from US$0.339 to US$2.5111 per share.

Other General and Administrative Expenses

Six months ended

Nine months ended

September 30,

(US$ in thousands)

7 unchanged sentences

Total other general and administrative expenses

increased by US$0.9 million, or 59.22%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023.

The net increase was mainly due to the increase in depreciation on right-of-use assets of US$0.8 million and interest expense on lease

liabilities of US$0.3 million, offset by the decrease in depreciation on property and equipment of US$0.2 million.

The depreciation on

right-of-use assets and the interest expense on lease liabilities were mainly attributed to the commercial operating lease entered with

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

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

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

increased by US$1.2 million, or 53.48%, for the nine months ended September 30, 2024, as compared to the nine months ended September

The net increase was mainly due to the increase in depreciation on right-of-use assets of US$0.8 million, interest expense on

lease liabilities of US$0.3 million, building management fee and utilities of US$0.1 million, and other operating expenses of $0.3 million,

offset by the decrease in depreciation on property and equipment of US$0.2 million.

The depreciation on right-of-use assets and the interest

expense on lease liabilities were mainly attributed to the commercial operating lease entered with an independent third party for the

use of an office premises in Hong Kong.

The lease has original terms exceeding one year, but not more than three years with an option

to renew for a further term of three years.

Loss from Operations

Loss from operations decreased by US$10.5 million,

or 37.54%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023.

The decrease was mainly attributable

to the significant decrease in operating expenses of US$25.2 million, offset by the decrease in revenues of $15.9 million.

or 29.01%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023.

The decrease was mainly

attributable to the significant decrease in operating expenses of $34.2 million, offset by decrease in revenues of $23.6 million.

Other Income (Expense), net

Interest Income

Interest income decreased by US$0.3 million

for the six months ended June 30, 2024.

Foreign Exchange (Loss) Gain, net

Foreign exchange (loss) gain, net mainly represented

the unrealized net foreign exchange (loss) gain from the translation of long-term investments which are mostly denominated in Sterling.

The net foreign exchange loss increased by US$1.2 million or 130.68% for the six months ended June 30, 2024, as compared to the net

foreign exchange gain for the six months ended June 30, 2023, due to continuous strong Sterling exchange rate.

Foreign Exchange Gain, net

Foreign exchange gain, net mainly represented

the unrealized net foreign exchange gain from the translation of long-term investments which are mostly denominated in Sterling.

foreign exchange gain increased by US$0.8 million or 1,914.63% for the nine months ended September 30, 2024, as compared to the net

foreign exchange gain for the nine months ended September 30, 2023, due to continuous strong Sterling exchange rate.

Investment (Loss) Income, Net

Six months ended

Nine months ended

September 30,

(US$ in thousands)

3 unchanged sentences

Investment loss decreased by US$0.5 million,

or 102.89%, for the six months ended June 30, 2024, as compared to the investment income for the six months ended June 30, 2023, mainly

because of the decrease in realized gain in marketable equity securities of US$1.5 million, decrease in dividend income of US$1.2 million,

and offset by the decrease in unrealized loss in non-marketable equity securities of US$1.4 million.

The decrease in realized gain in

marketable equity securities and dividend income was mainly due to the disposal of long-term investments.

or 107.57%, for the nine months ended September 30, 2024, as compared to the investment income for the nine months ended September 30,

2023, mainly because of the decrease in realized gain in marketable equity securities of US$1.5 million, decrease in dividend income of

US$1.4 million, and offset by the decrease in unrealized loss in non-marketable equity securities of US$2.4 million.

The decrease in realized

gain in marketable equity securities and dividend income was mainly due to the disposal of long-term investments.

Change in Fair Value of Warrant Liabilities

We classified the Private Warrants, Warrant –

Class A, and Common Warrants as liabilities at their fair value and adjust them to fair value at each reporting period.

These warrant

liabilities are subject to re-measurement of each balance sheet date until exercised.

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

we recognized the change in fair value in aggregate of $3.6 million and nil in our condensed consolidated statements of operations and

comprehensive loss.

We classified the SPAC Private Warrants,

Warrants – Class A, and Common Warrants as liabilities at their fair value and adjust them to fair value at each reporting

These warrant liabilities are subject to re-measurement of each balance sheet date until exercised.

For the nine months

ended September 30, 2024 and 2023, we recognized the change in fair value in aggregate of $(4.3) million and $0.003 million,

respectively in our condensed consolidated statements of operations and comprehensive loss.

Rental Income

1 unchanged sentence

owned office premises.

For the six months ended June 30, 2024, the rental income decreased by US$0.1 million, or 89.86%, as compared to

the six months ended June 30, 2023 was resulted from the sale of one of the office premises in 2023.

For the nine months ended September 30, 2024, the rental income decreased by US$0.2 million, or 93.55%, as compared

to the nine months ended September 30, 2023 was resulted from the sale of one of the office premises in 2023.

Income Tax Expense

Income tax expense increased by US$0.04 million

for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily attributable to the provision of

income tax during the period.

Net loss decreased by US$3.2 million, or

14.25% for the six months ended June 30, 2024, as compared to six months ended June 30, 2024, primarily due to the increase in other expense,

net of US$6.1 million, offset by the decrease in total revenues of US$15.9 million and decrease in operating expenses of US$25.2 million.

for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily attributable to the provision

of income tax during the period.

Net loss decreased by US$6.7 million, or 18.92% for the nine months

ended September 30, 2024, as compared to nine months ended September 30, 2024, primarily due to the decrease in operating expenses of

US$34.2 million, offset by the decrease in revenue of $23.6 million and other expense, net of US$3.8 million.

Liquidity and Capital Resources

1 unchanged sentence

We have a history of operating losses and negative

For the six months ended June 30, 2024, we reported a net loss of US$19.4 million and reported a negative operating cash flow

of US$14.2 million.

As of June 30, 2024, our cash balance was US$1.8 million for working capital use.

Our management estimates that currently

available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months.

ability to continue as a going concern is dependent on our ability to successfully implement our plans.

Our management believes that it

will be able to continue to grow our revenue base and control expenditures.

In parallel, AGBA continually monitors its capital structure

and search for potential funding alternatives in order to finance our business development activities and operating expenses.

is continuing its plan to further grow and expand operations and seek sources of capital to pay the contractual obligations as they come

To access capital to fund operations or provide growth capital, we will need to raise capital in one or more debt and/or equity offerings.

Although there is no assurance that, if needed, we will be able to pursue these

fundraising initiatives and have access to the capital markets going forward.

The unaudited condensed consolidated financial statements

attached to this Form 10-Q do not include any adjustments that might result from the outcome of these uncertainties.

For the nine months ended September 30, 2024, we reported a net loss of US$28.8 million and reported a negative operating cash

flow of US$20.7 million.

As of September 30, 2024, our cash balance was US$5.1 million for working capital use.

Our management estimates

that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months.

Our ability to continue as a going concern is

dependent on our ability to successfully implement our plans.

Our management believes that it will be able to continue to grow our revenue

base and control expenditures.

In parallel, ILLR continually monitors its capital structure and search for potential funding alternatives

in order to finance our business development activities and operating expenses.

ILLR 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, we will need to raise capital in one or more debt and/or equity offerings.

Although there is no assurance that, if needed,

we will be able to pursue these fundraising initiatives and have access to the capital markets going forward.

The unaudited condensed

consolidated financial statements attached to this Form 10-Q do not include any adjustments that might result from the outcome of these

uncertainties.

Future Liquidity

29 unchanged sentences

our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect

the rights of our existing shareholders.

the rights of our existing stockholders.

The incurrence of debt financing would result in debt service obligations and the instruments

governing such debt could provide for operating and financing covenants that would restrict our operations.

As of June 30, 2024, we had cash and cash equivalents

totalling $1.8 million, and $13.8 million in restricted cash.

As of September 30, 2024, we had cash and cash

equivalents totaling $5.1 million, and $13.7 million in restricted cash.

As of December 31, 2023, we had cash and cash

equivalents totalling $1.9 million, and $16.8 million in restricted cash.

Comparison of the six months ended June

equivalents totaling $1.9 million, and $16.8 million in restricted cash.

Comparison of the nine months ended September

30, 2024 and 2023

1 unchanged sentence

for the periods presented:

Six months ended

Nine months ended

September 30,

(US$ in thousands)

11 unchanged sentences

working capital:

September 30,

(US$ in thousands)

3 unchanged sentences

Working Capital Deficit

The working capital deficit as of June 30, 2024

and December 31, 2023 was amounted to approximately US$35.6 million and US$22.2 million, respectively, an increase of US$13.4 million

The increase was mainly attributed to the issuance of convertible promissory note payable of $31.7 million and warrant liabilities

of $3.6 million, offset by the receivable from Yorkville of $23.4 million.

The working capital deficit as of September

30, 2024 and December 31, 2023 was amounted to approximately US$40.5 million and US$22.2 million, respectively, an increase of

US$18.3 million or 82.21%.

The increase was mainly attributed to the issuance of convertible promissory note payable of $32.5

million and warrant liabilities of $4.3 million, offset by the receivable from Triller LLC of $28.3 million and deposit,

prepayments, and other receivables, net of $1.8 million.

Cash Flows from Operating Activities

Net cash used in operating activities was US$20.7

million and US$19.3 million for the six months ended June 30, 2024 and 2023, respectively.

Net cash used in operating activities for the six months ended June

30, 2024 was primarily the result of the net loss of US$19.4 million, an increase in deposits, prepayments, and others receivable of US$0.6

million, decrease in accounts payable and accrued liabilities of US$1.1 million, decrease in escrow liabilities of US$3.0 million, decrease

in lease liabilities of US$1.0 million and decrease in income tax payable of US$0.2 million.

These amounts were partially offset by the

decrease in accounts receivable of US$0.01 million, and non-cash adjustments consisting of share-based compensation expense of US$2.5

million, non-cash lease expense of US$1.3 million, depreciation of property and equipment of US$0.05 million, interest income on promissory

note receivables of US$0.07 million, interest expense on convertible promissory notes payable of $0.2 million, interest expense on borrowings

of $0.4 million, net foreign exchange loss of US$0.3 million, provision for allowance for expected credit losses of US$1.7 million, and

change in fair value of warrant liabilities of US$3.6 million.

million and US$33.4 million for the nine months ended September 30, 2024 and 2023, respectively.

Net cash used in operating activities for the

six months ended June 30, 2023 was primarily the result of the net loss of US$22.7 million, an increase in accounts receivable of US$1.0

million, increase in deposits, prepayments, and others receivable of US$3.6 million, decrease in accounts payable and accrued liabilities

of US$6.6 million, decrease in escrow liabilities of US$2.0 million, decrease in lease liabilities of US$0.2 million and decrease in income

tax payable of US$0.1 million.

These amounts were partially offset by the decrease in loans receivable of US$0.01 million, and non-cash

adjustments consisting of share-based compensation expense of US$8.5 million, non-cash lease expense of US$0.2 million, depreciation of

property and equipment of US$0.2 million, interest income on note receivables of US$0.01 million, net foreign exchange gain of US$0.9

million, net investment income of US$1.3 million, allowance for credit loss on financial instruments of US$0.3 million, loss on settlement

of forward share purchase agreement of US$0.4 million and reversal of annual bonus accrued in prior year of US$3.8 million.

nine months ended September 30, 2024 was primarily the result of the net loss of US$28.8 million, deposits, prepayments, and others receivable

of US$0.6 million, decrease in accounts payable and accrued liabilities of US$2.3 million, decrease in escrow liabilities of US$3.2 million,

decrease in lease liabilities of US$1.5 million and decrease in income tax payable of US$0.1 million.

These amounts were partially offset

by the decrease in accounts receivable of US$0.7 million, loans receivable of US$0.05 million, and non-cash adjustments consisting of

share-based compensation expense of US$6.4 million, non-cash lease expense of US$1.9 million, depreciation of property and equipment

of US$0.07 million, interest income on loans receivable of US$0.1 million, interest income on promissory note receivables of US$0.4 million,

interest expense on convertible promissory notes payable of $1.1 million, interest expense on borrowings of $0.6 million, net foreign

exchange gain of US$0.8 million, provision for allowance for expected credit losses of US$1.9 million, and change in fair value of warrant

liabilities of US$4.3 million.

Net cash used in operating activities for the

nine months ended September 30, 2023 was primarily the result of the net loss of US$35.6 million, an increase in accounts receivable of

US$0.6 million, increase in deposits, prepayments, and others receivable of US$2.9 million, decrease in escrow liabilities ofUS$8.9 million,

decrease in lease liabilities of US$0.6 million and decrease in income tax payable of US$0.1 million.

These amounts were partially offset

by the decrease in loans receivable of US$0.1 million, increase in accounts payable and accrued liabilities of US$5.5 million, and non-cash

adjustments consisting of share-based compensation expense ofUS$12.0million, non-cash lease expense of US$0.9 million, depreciation of

property and equipment of US$0.2 million, interest income on loans receivable of US$0.1 million, interest income on notes receivable of

US$0.02 million, net foreign exchange gain of US$0.04 million, net investment income of US$0.5 million, allowance for credit losses on

financial instruments of US$0.7 million, loss on settlement of forward share purchase agreement of US$0.4 million and reversal of annual

bonus accrued in prior year of US$3.8 million.

Cash Flows from Investing Activities

Net cash provided by investing activities for

the six months ended June 30, 2024 of US$2.6 million was primarily due to proceeds from sale of long-term investments of US$2.2 million

and proceeds from sale of convertible notes receivable of US$0.4 million.

the nine months ended September 30, 2024 of US$2.6 million was primarily due to proceeds from sale of long-term investments of US$2.2

million and proceeds from sale of convertible notes receivable of US$0.4 million.

Net cash provided by investing activities for

the six months ended June 30, 2023 of US$4.5 million was primarily due to proceeds from sale of investments of US$4.0 million, dividend

the nine months ended September 30, 2023 of US$4.7 million was primarily due to proceeds from sale of investments of US$4.0 million, dividend

received from long-term investments of US$1.4 million, offset by the purchase of notes receivable of US$0.6million and purchase of property

2 unchanged sentences

Net cash provided by financing activities for

the six months ended June 30, 2024 of US$8.5 million was primarily due to advances from holding company.

the nine months ended September 30, 2024 of US$18.3 million was primarily due to advances from the holding company of US$15.6 million,

proceeds from convertible promissory note payable of US$23.4 million, offset by repayments of borrowings of US$0.8 million and issuance

of promissory notes to Triller LLC of US$20.0 million.

Net cash used in financing activities for the

six months ended June 30, 2023 of US$5.3 million was primarily due to advances from holding company of US$6.8 million, proceeds from borrowings

of US$1.8 million, offset by the settlement of forward share purchase agreement of US$14.0 million.

nine months ended September 30, 2023 of US$0.4 million was primarily due to advances from holding company of US$6.3 million, proceeds

from borrowings of US$7.2 million, offset by the settlement of forward share purchase agreement of US$14.0 million.

Liquidity and Going Concern

5 unchanged sentences

condensed consolidated financial statements were made available to be issued.

For the six months ended June 30, 2023, we reported

a net loss of approximately US$19.4 million.

With a significant increase in our operating costs, described in the paragraph below, we

had an accumulated deficit of approximately US$85.0 million as of June 30, 2024.

For the nine months ended September 30, 2024,

we reported a net loss of approximately US$28.8 million.

With a significant decrease in our revenues, described in the paragraph below,

we had an accumulated deficit of approximately US$94.4 million as of September 30, 2024.

Coupled with the economic recession in Hong Kong,

we reported a sales decline with total revenue of approximately US$12.6 million for the six months ended June 30, 2024 (six months ended

June 30, 2023:

US$28.4 million) and resulting with an operating loss of approximately US$15.6 million (six months ended June 30, 2023:

we reported a sales decline with total revenue of approximately US$18.1 million for the nine months ended September 30, 2024 (nine months

ended September 30, 2023:

US$41.7 million) and resulting with an operating loss of approximately US$25.8 million (nine months ended September

US$36.3 million).

15 unchanged sentences

Capital Commitments

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 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.

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.

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.

Off-Balance Sheet Arrangements

15 unchanged sentences

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What changed 10-Q

Item 2. Management’s Discussion and Analysis