What changed in this filing

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Item 1A. Risk Factors

2026-01-26 compared with 2024-03-28 · 3913 added, 1473 removed, 22 unchanged (100% of the section changed)

Risk Factors Relating to AGBA’s Hong Kong

Operations and Proximity to the PRC

The business, financial condition, results

of operations, and prospects of AGBA may be materially and adversely affected if certain laws and regulations of the PRC become applicable

to AGBA or its subsidiaries.

AGBA may be subject to the risks and uncertainties associated with the evolving laws and regulations in

the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect

to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

We currently do not have operations in mainland

Although we do service Chinese clients, all sales of financial products offered by us occur in Hong Kong.

We do not sell any financial

products in mainland China, and all of our customer data is maintained outside of mainland China.

Accordingly, none of us are regulated

by any regulatory authorities in mainland China.

Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic

Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not

be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.

The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined

to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong.

While the National People’s

Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall

contravene the established basic policies of the PRC regarding Hong Kong.

As a result, national laws of the PRC not listed in Annex III

of the Basic Law do not apply to Hong Kong-based businesses.

However, the laws and regulations in the PRC

are evolving, and their enactment timetable, interpretation, and implementation involve significant uncertainties.

To the extent that

any PRC laws and regulations become applicable to us, we may be subject to the risks and uncertainties associated with the evolving laws

and regulations of the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including

with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.

certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become

applicable to companies such as AGBA or its subsidiaries in the future, the application of such laws and regulations may have a material

adverse impact on the business, financial condition, results of operations, and prospects of AGBA and its ability to offer securities

to investors, any of which may, in turn, cause the value of our securities to significantly decline or become worthless.

Relevant organs of the PRC government have made

recent statements or recently taken regulatory actions related to data security, anti-monopoly, and overseas listings of mainland China

For example, in addition to the PRC Data Security Law and the Measures for Cybersecurity Review issued by the Cyberspace

Administration of China which became effective on February 15, 2022 (the “Measures”), relevant PRC government agencies

have recently taken anti-trust enforcement action against certain mainland China-based businesses.

Our management understands

that such enforcement action was taken pursuant to the PRC Anti-Monopoly Law which applies to monopolistic activities in domestic

economic activities in mainland China and monopolistic activities outside mainland China which eliminate or restrict market competition

in mainland China.

In addition, in July 2021, the PRC government provided new guidance on PRC-based companies raising capital

outside of the PRC, including through arrangements called variable interest entities (“VIEs”).

In light of such developments,

the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC.

While we currently do not have any operations

in mainland China, there is no guarantee that the recent statements or regulatory actions by the relevant organs of the PRC government,

including statements relating to the PRC Data Security Law, the PRC Personal Information Protection Law, and VIEs as well as the anti-monopoly enforcement

actions will continue not to apply to AGBA.

Should such statements or regulatory actions apply to companies such as AGBA or its

subsidiaries in the future, it could have a material adverse impact on the business, financial condition, results of operations, and

prospects of AGBA, our ability to accept foreign investments, and our ability to offer or continue to offer securities to investors on

or other international securities exchange, any of which may, in turn, cause the value of our securities to significantly

decline or become worthless.

We cannot predict the extent of such impact if such events were to occur.

AGBA may also become subject to the laws and

regulations of the PRC to the extent that we commence business and customer facing operations in mainland China as a result of any future

partnership, acquisition, expansion, or organic growth.

The PRC government exerts substantial influence,

discretion, oversight, and control over the manner in which companies incorporated under the laws of PRC must conduct their business

AGBA is a Hong Kong-based company with no operations in mainland China;

however, there can be no guarantee that

the PRC government will not seek to intervene or influence our operations at any time.

Because (i) we currently do not have operations

in mainland China, (ii) all sales of financial products offered by us, including those to PRC citizens, occur in Hong Kong,

and (iii) we do not sell any financial products in mainland China, the PRC government currently does not directly govern the manner

in which we conduct its business activities outside of mainland China.

However, the PRC legal system is evolving quickly, and PRC laws,

regulations, and rules may change quickly with little advance notice, including with respect to Hong Kong-based businesses.

result, there can be no assurance that we will not be subject to direct influence or discretion over its business from organs of the

PRC government in the future, due to changes in laws or other unforeseeable reasons or due to our expansion or acquisition of operations

in or involving mainland China.

The PRC government has exercised and continues

to exercise substantial control over many sectors of the PRC economy, including through regulation and/or state ownership.

PRC government

actions have had, and may continue to have, a significant effect on economic conditions in the PRC and the businesses which are subject

If we became subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other

unforeseeable reasons or as a result of our development, expansion, or acquisition of operations in the PRC, we may be required to make

material changes in its operations, which may result in increased costs necessary to comply with existing and newly adopted laws and

regulations or penalties for any failure to comply, or both.

We cannot be assured that the PRC government will not, in the future, release

regulations or policies regarding other industries, which, if applicable to us, may adversely affect our business, financial condition

and results of operations.

In addition, the various segments of AGBA are

regulated by a number of Hong Kong regulators, including, the Hong Kong Insurance Authority and the Mandatory Provident Fund

Schemes Authority.

PRC government influence or oversight over such Hong Kong regulators may have an indirect but material impact

to us, including but not limited to with respect to capital requirements, its ability to operate certain businesses, its operations in

certain jurisdictions (including the markets in which we may operate in the future) and/or the implementation of certain controls and

procedures in relation to risk management or cybersecurity.

Furthermore, the market prices and/or liquidity of the securities of we could

be adversely affected as a result of anticipated negative impacts of any such government actions, as well as negative investor sentiment

towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless of actual operating performance.

There can be no assurance or guarantee that the PRC government would not intervene in or influence our operations, directly or indirectly,

The securities of AGBA may be delisted

or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act (as amended by the

Accelerating Holding Foreign Companies Accountable Act) if the PCAOB were unable to fully inspect the company’s auditor.

The Holding Foreign Companies Accountable Act,

or the HFCA Act, was enacted into U.S.

Factors Relating to the Company’s Hong Kong Operations and Proximity to the PRC

business, financial condition, results of operations, and prospects of the Company may be materially and adversely affected if certain

laws and regulations of the PRC become applicable to the Company or its subsidiaries.

the Company may be subject to the risks and uncertainties

associated with the evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system

in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations

with little or no advance notice.

Company currently does not have operations in mainland China.

Although the Company and its subsidiaries do service Chinese clients, all

sales of financial products offered by the TAG Business and its subsidiaries occur in Hong Kong.

the Company does not sell any financial

products in mainland China, and all of the TAG Business’s customer data is maintained outside of mainland China.

Accordingly, none

of the Company or its subsidiaries are regulated by any regulatory authorities in mainland China.

Pursuant to the Basic Law of the Hong Kong

Special Administrative Region (the “ Basic Law ”), which is a national law of the PRC and the constitutional document

for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the

Basic Law and applied locally by promulgation or local legislation.

The Basic Law expressly provides that the national laws of the PRC

which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as

other matters outside the autonomy of Hong Kong.

While the National People’s Congress of the PRC has the power to amend the

Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of

the PRC regarding Hong Kong.

As a result, national laws of the PRC not listed in Annex III of the Basic Law do not apply to

Hong Kong-based businesses.

the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation, and implementation involve significant

uncertainties.

To the extent that any PRC laws and regulations become applicable to the Company, the Company may be subject to the risks

and uncertainties associated with the evolving laws and regulations of the PRC, their interpretation and implementation, and the legal

and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of

rules and regulations with little or no advance notice.

If certain PRC laws and regulations, including existing laws and regulations

and those enacted or promulgated in the future, were to become applicable to companies such as the Company or its subsidiaries in the

future, the application of such laws and regulations may have a material adverse impact on the business, financial condition, results

of operations, and prospects of the Company and its ability to offer securities to investors, any of which may, in turn, cause the value

of ILLR’s securities to significantly decline or become worthless.

organs of the PRC government have made recent statements or recently taken regulatory actions related to data security, anti-monopoly,

and overseas listings of mainland China businesses.

For example, in addition to the PRC Data Security Law and the Measures for Cybersecurity

Review issued by the Cyberspace Administration of China which became effective on February 15, 2022 (the “ Measures ”),

relevant PRC government agencies have recently taken anti-trust enforcement action against certain mainland China-based businesses.

The management of ILLR understands that such enforcement action was taken pursuant to the PRC Anti-Monopoly Law which applies to

monopolistic activities in domestic economic activities in mainland China and monopolistic activities outside mainland China which eliminate

or restrict market competition in mainland China.

In addition, in July 2021, the PRC government provided new guidance on PRC-based companies

raising capital outside of the PRC, including through arrangements called variable interest entities (“ VIEs ”).

light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities

with the SEC.

the Company currently does not have any operations in mainland China, there is no guarantee that the recent statements or regulatory

actions by the relevant organs of the PRC government, including statements relating to the PRC Data Security Law, the PRC Personal Information

Protection Law, and VIEs as well as the anti-monopoly enforcement actions will continue not to apply to the Company.

such statements or regulatory actions apply to companies such as ILLR or its subsidiaries in the future, it could have a material adverse

impact on the business, financial condition, results of operations, and prospects of ILLR, ILLR’s ability to accept foreign investments,

and ILLR’s ability to offer or continue to offer securities to investors on a U.S.

or other international securities exchange,

any of which may, in turn, cause the value of ILLR’s securities to significantly decline or become worthless.

ILLR cannot predict

the extent of such impact if such events were to occur.

Company may also become subject to the laws and regulations of the PRC to the extent that the TAG Business commences business and customer

facing operations in mainland China as a result of any future partnership, acquisition, expansion, or organic growth.

PRC government exerts substantial influence, discretion, oversight, and control over the manner in which companies incorporated under

the laws of PRC must conduct their business activities.

The Company has offices in Hong Kong and has no operations in mainland China;

however, there can be no guarantee that the PRC government will not seek to intervene or influence the operations of its business or

its subsidiaries at any time.

(i) the Company currently does not have operations in mainland China, (ii) all sales of financial products offered by the Company

and its subsidiaries, including those to PRC citizens, occur in Hong Kong, and (iii) the TAG Business does not sell any financial

products in mainland China, the PRC government currently does not directly govern the manner in which the Company conducts its business

activities outside of mainland China.

However, the PRC legal system is evolving quickly, and PRC laws, regulations, and rules may change

quickly with little advance notice, including with respect to Hong Kong-based businesses.

As a result, there can be no assurance

that the Company will not be subject to direct influence or discretion over its business from organs of the PRC government in the future,

due to changes in laws or other unforeseeable reasons or due to the Company’s expansion or acquisition of operations in or involving

mainland China.

PRC government has exercised and continues to exercise substantial control over many sectors of the PRC economy, including through regulation

and/or state ownership.

PRC government actions have had, and may continue to have, a significant effect on economic conditions in the

PRC and the businesses which are subject to them.

If the Company became subject to the direct intervention or influence of the PRC government

at any time due to changes in laws or other unforeseeable reasons or as a result of the Company’s development, expansion, or acquisition

of operations in the PRC, the Company may be required to make material changes in its operations, which may result in increased costs

necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply, or both.

cannot be assured that the PRC government will not, in the future, release regulations or policies regarding other industries, which,

if applicable to the Company or its subsidiaries, may adversely affect the business, financial condition and results of operations of

addition, the various segments of the Company are regulated by a number of Hong Kong regulators, including, the Hong Kong Insurance

Authority and the Mandatory Provident Fund Schemes Authority.

PRC government influence or oversight over such Hong Kong regulators

may have an indirect but material impact on the Company, including but not limited to with respect to capital requirements, its ability

to operate certain businesses, its operations in certain jurisdictions (including the markets in which the Company or its subsidiaries

may operate in the future) and/or the implementation of certain controls and procedures in relation to risk management or cybersecurity.

Furthermore, the market prices and/or liquidity of the securities of the Company could be adversely affected as a result of anticipated

negative impacts of any such government actions, as well as negative investor sentiment towards Hong Kong-based companies subject

to direct PRC government oversight and regulation, regardless of actual operating performance.

There can be no assurance or guarantee

that the PRC government would not intervene in or influence the operations of the Company, directly or indirectly, at any time.

securities of ILLR may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies

Accountable Act (as amended by the Accelerating Holding Foreign Companies Accountable Act) if the PCAOB were unable to fully inspect

the company’s auditor.

Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted into U.S.

law on December 18, 2020.

The HFCA Act states that if the SEC determines that a company

has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting

Oversight Board of the United States (the “PCAOB”) for three consecutive years beginning in 2021, the SEC shall

prohibit its securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.

December 16, 2021, the Public Company Accounting Oversight Board of the United States (the “PCAOB”) issued a Determination

Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in:

The HFCA Act states

that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject

to inspection by the Public Company Accounting Oversight Board of the United States (the “ PCAOB ”) for three consecutive years

beginning in 2021, the SEC shall prohibit its securities from being traded on a national securities exchange or in the over-the-counter trading

market in the U.S.

On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect

or investigate completely registered public accounting firms headquartered in:

(i) China, and (ii) Hong Kong.

Our management believes that this determination does not impact us, as the auditor of AGBA,

WWC, P.C., (i) is headquartered in California, U.S.A., (ii) is an independent registered public accounting firm with the PCAOB,

and (iii) has been inspected by the PCAOB on a regular basis.

Nonetheless, there can be no assurance that future changes in laws

or regulations will not impact AGBA, WWC, P.C., or any future auditor of AGBA.

Accordingly, there can be no assurance that WWC,

will be able to meet the requirements of the HFCA Act and that we will not suffer the resulting material and adverse impact on its

stock performance, as a company listed in the United States.

On December 2, 2021, the SEC adopted final amendments

implementing congressionally mandated submission and disclosure requirements of the HFCA Act.

On December 23, 2022, the Accelerating

Holding Foreign Companies Accountable Act (AHFCA Act) was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s

securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead

As a result, the time period before the Company’s securities may be prohibited from trading or delisted for the above

reasons has been reduced accordingly.

Lack of access to PCAOB inspections prevents

the PCAOB from fully evaluating audits and quality control procedures of the accounting firms headquartered in mainland China or Hong Kong.

As a result, investors in companies using such auditors may be deprived of the benefits of such PCAOB inspections.

On August 26, 2022,

the China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and PCAOB signed a Statement of Protocol, or

the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong.

Pursuant to the Protocol, the

PCAOB has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer

information to the SEC.

December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the

On December 23, 2022 the Accelerating Holding Foreign Companies Accountable Act (AHFCA Act) was enacted, which amended the

HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not

subject to PCAOB inspections for two consecutive years instead of three.

As a result, the time period before the Company’s securities

may be prohibited from trading or delisted has been reduced accordingly.

of access to PCAOB inspections prevents the PCAOB from fully evaluating audits and quality control procedures of the accounting firms

headquartered in mainland China or Hong Kong.

As a result, investors in companies using such auditors may be deprived of the benefits

of such PCAOB inspections.

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate

10 unchanged sentences

with the HFCA Act if needed.

is headquartered in California and

has been inspected by the PCAOB on a regular basis.

We believe, therefore, that WWC, P.C.

is not subject to the determinations announced

by the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors.

is not included in the list

of determinations announced by the PCAOB on December 21, 2021 in their HFCA Act Determination Report under PCAOB Rule 6100.

notwithstanding this new framework, the PCAOB was unable to fully inspect WWC, P.C.

(or any other auditor of the Company) in the future,

or if PRC or American authorities further regulate auditing work of Chinese or Hong Kong companies listed on the U.S.

exchanges in a manner that would restrict WWC, P.C.

(or any future auditor of the Company) from performing work in Hong Kong, we

may be required to change its auditor.

Furthermore, there can be no assurance that the SEC, Nasdaq, or other regulatory authorities would

not apply additional and more stringent criteria to AGBA in connection with audit procedures and quality control procedures, adequacy

of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

The failure to comply with the requirement in the HFCA Act, as amended by the AHFCA Act, that the PCAOB be permitted to inspect the issuer’s

public accounting firm within two years, would subject us to consequences including the delisting of AGBA in the future if the PCAOB

is unable to inspect AGBA’s accounting firm (whether WWC, P.C.

or another firm) at such future time.

Although not currently subject, AGBA may

become subject to the PRC laws and regulations regarding offerings that are conducted overseas and/or foreign investment in China-based issuers,

and any failure to comply with applicable laws and obligations could have a material and adverse effect on the business, financial condition,

results of operations, and AGBA’s prospects of AGBA and may hinder AGBA’s ability to offer or continue to offer securities

to investors and cause the value of such securities to significantly decline or be worthless.

In recent years, the PRC government has initiated

a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including

cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using

a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect

on September 1, 2021.

The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for

the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection

system for data security.

On July 6, 2021, the General Office of the

Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal

activities in the securities markets and promote the high-quality development of the capital markets, which, among other things,

requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,

to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application

of the PRC securities laws.

On August 20, 2021, the 30 meeting of the

Standing Committee of the 13 National People’s Congress voted and passed the “Personal Information Protection Law of the

People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1,

The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory

of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for

natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there

are any other circumstances stipulated by related laws and administrative regulations.

On December 24, 2021, the China Securities

Regulatory Commission (“CSRC”), together with other relevant government authorities in China issued the Provisions of the

State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures

for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing

Regulations”).

The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares

overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to

The Overseas Issuance and Listing includes direct and indirect issuance and listing.

Where an enterprise whose principal business

activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”)

on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities

shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas

Listing Regulations.

On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing

of Securities by Domestic Enterprises and five supporting guidelines, which became effective on March 31, 2023 (the “Overseas Listing

Regulations”).

The Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas

shall complete the filing procedures with the CSRC, failing which we may be fined between RMB 1 million and RMB 10 million.

On December 28, 2021, the Cyberspace Administration

of China (“CAC”) jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which

took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021.

Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products

and services, and online platform operators (together with the operators of critical information infrastructure, the “CII Operators”)

carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and that any

online platform operator who controls more than one million users’ personal information must go through a cybersecurity review

by the cybersecurity review office if it seeks to be listed in a foreign country.

We may collect and store certain data (including

certain personal information) from their clients, who may be PRC individuals, in connection with their business and operations and for

“Know Your Customers” purposes (to combat money laundering).

Given that (1) AGBA and its subsidiaries are incorporated

either in Hong Kong or the British Virgin Islands and are located in and conduct their operations in Hong Kong, (2) we

have no subsidiaries, VIE structure, nor any operations in mainland China, and (3) pursuant to the Basic Law, the national laws

of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws

relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), our management does not currently

expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, or the Draft Overseas Listing Regulations

to impact our operations.

As of date of this annual report, we have conducted all sales activities in Hong Kong and in the aggregate

have collected and stored personal information of less than one million users in the PRC, all of the data collected is stored in servers

located in Hong Kong, and none of us or our subsidiaries have been informed by any PRC governmental authority of any requirement

that it file for a cybersecurity review or a CSRC review.

Accordingly, our management does not currently expect that the laws and regulations

in the PRC on data security, data protection or cybersecurity apply to us or that the oversight of the CAC will be extended to our operations

in Hong Kong, because (i) AGBA is not a “CII Operator” or a “Network Platform Operator” as defined

under the relevant PRC cyberspace laws;

(ii) AGBA does not harm PRC national security, public interests, or the legitimate rights

and interests of citizens or organizations of the PRC;

(iii) AGBA is not subject to PRC government cyberspace scrutiny;

and (iv) AGBA

is compliant with PRC cyberspace laws that have been issued up to the date of this annual report.

However, since these statements and regulatory

actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will act, what existing or

new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and whether any of these

will apply to us, if at all.

There can be no assurance that we will be able to comply in all respects with any PRC regulatory requirements

that may become applicable to it in the future.

For example, our current practice of collecting and processing personal information may

be ordered to be rectified or terminated by regulatory authorities.

In the event of a failure to comply with any applicable regulations,

we may become subject to the consequences of such non-compliance, including fines and other penalties, which, in turn, may have a material

adverse effect on the business, operations, financial condition, and prospects of AGBA and may hinder the ability of AGBA to offer or

continue to offer securities to investors.

Such an impact could, in turn, cause the value of such securities to significantly decline

or be worthless.

Governments in the jurisdictions AGBA operates

or intends to operate may restrict or control to varying degrees the ability of foreign investors to invest in businesses located or

operating in such jurisdictions.

Because we are incorporated in the British Virgin

Islands, shareholders may be deemed to be foreign investors in Hong Kong and therefore be subject to restrictions or controls in

Hong Kong on the ability of foreign investors to invest in business located or operating in Hong Kong.

As a result, there may

be a risk of loss to our investors due to, among other things, expropriation, nationalization or confiscation of assets, or the imposition

of restrictions on repatriation of capital invested, in each case by the governmental or regulatory agencies empowered in Hong Kong.

While, in some cases, the British Virgin Islands has entered into international investment treaties or agreements designed to encourage

and protect investment by BVI persons in foreign jurisdictions, there can be no guarantee that such treaties or agreements will cover

Hong Kong or that such treaties or agreements will be fully implemented or effective.

In other cases, we may not be able to take

advantage of certain treaties because it or they are British Virgin Islands companies and are therefore exposed to additional risk of

AGBA is subject to many of the economic

and political risks associated with emerging markets, particularly China, due to its operations in Hong Kong.

Adverse changes in

Hong Kong’s or China’s economic, political, and social conditions as well as government policies could adversely affect

AGBA’s business and prospects.

We currently conduct its business in Hong Kong

and is considering options for expansion of its business in mainland China.

Accordingly, we are subject to risks and uncertainties including

fluctuations in mainland China’s GDP, unfavorable or unpredictable treatment in relation to tax matters, expropriation of private

assets, exchange controls, restrictions affecting its ability to make cross-border transfers of funds, regulatory proceedings, inflation,

currency fluctuations, or the absence of, or unexpected changes in, regulations and unforeseeable operational risks.

In addition, our

business, prospects, financial condition, and results of operations may be significantly influenced by political, economic, and social

conditions in Hong Kong and China generally and by continued economic growth in China.

The Chinese economy differs from the economies

of most developed jurisdictions (such as Hong Kong) in many respects, including the amount of government involvement, level of development,

growth rate, control of foreign exchange, and allocation of resources.

Although the PRC government has implemented measures that focus

on accounting for market forces to effect economic reform and are aimed at reducing the state ownership of productive assets and establishing

improved corporate governance in business enterprises, a substantial portion of China’s productive assets are still owned by the

In addition, the PRC government continues to play a significant role in regulating development through industrial policies.

The PRC government also exercises significant control over China’s economic growth through its allocation of resources, control

of payment of foreign currency-denominated obligations, monetary policy, and preferential treatment for particular industries or

Many of the economic reforms carried out by the PRC government are unprecedented or experimental and are expected to be refined

and improved over time.

This refining and adjustment process may not necessarily have a positive effect on the operations and business

development of AGBA.

Other political, economic, and social factors may also lead to further adjustments of the reform measures.

For example, the PRC government has in the past implemented a number of measures intended to curtail certain segments of the economy,

including the real estate industry, which the government believed to be overheating.

These actions, as well as other actions and policies

of the PRC government, could cause a decrease in the overall level of economic activity in the PRC and, in turn, have an adverse impact

on our business and financial condition.

While the Chinese economy has experienced significant

growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy.

The PRC government

has implemented various measures to encourage economic growth and guide the allocation of resources.

Some of these measures, which may

benefit the overall Chinese economy, may have a negative effect to us.

For example, our financial condition and results of operations

may be adversely affected by government control over capital investments or changes in tax regulations.

In addition, the PRC government

has from time to time implemented certain measures, including interest rate changes, to control the pace of economic growth.

These measures

may cause decreased economic activity in China, as evidenced by the slowing of growth of the Chinese economy since 2012.

COVID-19 had a severe and negative impact on the Chinese economy in the first half of 2020.

In addition, any future escalation of

the ongoing trade war between the United States and China, regional or national instability, or the armed conflict between Russia

and Ukraine may negatively impact the growth of the Chinese economy.

Any prolonged slowdown in the Chinese economy or adverse changes

in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall

economic growth of China and may reduce the demand for our services and solutions among potential Chinese customers and materially and

adversely affect its business and results of operations.

National laws of the PRC do not apply in Hong Kong

unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation.

National laws that

may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign

affairs as well as other matters outside the limits of the autonomy of Hong Kong.

National laws and regulations relating to data

protection, cybersecurity and the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong.

The laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant

uncertainties.

To the extent any PRC laws and regulations become applicable to us, it may be subject to the risks and uncertainties associated

with the legal system in the PRC, including with respect to the enforcement of laws and the possibility of changes of rules and regulations

with little or no advance notice.

We may also become subject to the laws and regulations of the PRC to the extent it commences business

and customer facing operations in mainland China as a result of any future acquisition, expansion, or organic growth.

AGBA’s potential expansion of activities

in China is subject to various risks.

We, as of the date of this annual report, primarily

operate in Hong Kong.

We have been pursuing and will continue to pursue its growth strategy in China, particularly in the Greater

Bay Area, comprising Macau, Guangzhou, Shenzhen, and the surrounding area.

Currently, we do not have any Chinese operating entities and

does not plan to use “variable interest entities,” or VIEs, in the future to conduct its operations.

Our management intends

for such expansion to be conducted through customer referrals and partnerships, with its actual sales activities conducted in Hong Kong.

Any expansion of our China-related activities

may expose it to additional risks, including:

Changing global environment, including changes in U.S., Chinese, and

international trade policies;

Challenges associated with relying on local partners in markets that

are not as familiar to AGBA, including joint venture partners to help AGBA establish its business;

Difficulties managing operations in new regions, including complying

with the various regulatory and legal requirements;

Different governmental approval or licensing requirements;

Challenges in recruiting sufficient suitable personnel in new markets;

Challenges in providing services and solutions as well as support in

these new markets;

Challenges in attracting business partners and customers;

is headquartered in California and has been inspected by the PCAOB on a regular basis.

The management of ILLR believes, therefore,

that WWC, P.C.

is not subject to the determinations announced by the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors.

is not included in the list of determinations announced by the PCAOB on December 21, 2021 in their HFCA Act Determination

Report under PCAOB Rule 6100.

On August 26, 2022, the China Securities Regulatory Commission, or CSRC, the Ministry of Finance

of the PRC, and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based

in China and Hong Kong.

Pursuant to the Protocol, the PCAOB has independent discretion to select any issuer audits for inspection

or investigation and has the unfettered ability to transfer information to the SEC.

However, uncertainties still exist whether this

new framework will be fully complied with.

If notwithstanding this new framework, the PCAOB was unable to fully inspect WWC, P.C.

any other auditor of the Company) in the future, or if PRC or American authorities further regulate auditing work of Chinese or Hong Kong

companies listed on the U.S.

stock exchanges in a manner that would restrict WWC, P.C.

(or any future auditor of the Company) from

performing work in Hong Kong, ILLR may be required to change its auditor.

Furthermore, there can be no assurance that the SEC, Nasdaq,

or other regulatory authorities would not apply additional and more stringent criteria to ILLR in connection with audit procedures and

quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates

to the audit of ILLR’s financial statements.

The failure to comply with the requirement in the HFCA Act, as amended by the AHFCA

Act, that the PCAOB be permitted to inspect the issuer’s public accounting firm within two years, would subject ILLR to consequences

including the delisting of ILLR in the future if the PCAOB is unable to inspect ILLR’s accounting firm (whether WWC, P.C.

firm) at such future time.

December 23, 2022, the Accelerating Holding Foreign Companies Accountable Act (“ AHFCAA ”) was enacted, which amended

the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is

not subject to PCAOB inspections for two consecutive years instead of three.

On December 29, 2022, a legislation entitled “Consolidated

Appropriations Act, 2023” (the “ Consolidated Appropriations Act ”), was signed into law by President Biden.

Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduces the number of consecutive

non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to

Whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered

in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control.

The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume

regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations

The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if

needed, without having to wait another year to reassess its determinations.

In the future, if there is any regulatory change or step

taken by PRC regulators that does not permit our auditor to provide audit documentations located in China or Hong Kong to the PCAOB for

inspection or investigation, or the PCAOB expands the scope of the determination so that we are subject to the HFCA Act, as the same

may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access

capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter”

markets, may be prohibited under the HFCA Act.

The recent developments would add uncertainties to our offering and we cannot assure you

whether the national securities exchange we apply for listing or regulatory authorities would apply additional and more stringent criteria

to us after considering the effectiveness of our auditors’ audit procedures and quality control procedures, adequacy of personnel

and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit.

not currently subject, the Company may become subject to the PRC laws and regulations regarding offerings that are conducted overseas

and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have

a material and adverse effect on the business, financial condition, results of operations, and the Company’s prospects of the Company

and may hinder ILLR’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly

decline or be worthless.

the PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China

with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies

listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding

the efforts in anti-monopoly enforcement.

On June 10, 2021, the Standing Committee of the National People’s Congress

enacted the PRC Data Security Law, which took effect on September 1, 2021.

The law requires data collection to be conducted in a

legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based

on data classification and hierarchical protection system for data security.

July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly

issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital

market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and

judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system

of extraterritorial application of the PRC securities laws.

August 20, 2021, the 30 meeting of the Standing Committee of the 13 National People’s Congress voted and passed the “ Personal

Information Protection Law of the People’s Republic of China ”, or “ PRC Personal Information Protection Law ”,

which became effective on November 1, 2021.

The PRC Personal Information Protection Law applies to the processing of personal information

of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose

of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of

natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

December 24, 2021, the China Securities Regulatory Commission (“ CSRC ”), together with other relevant government

authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by

Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies

(Draft for Comments) (“ Draft Overseas Listing Regulations ”).

The Draft Overseas Listing Regulations requires that

a PRC domestic enterprise seeking to issue and list its shares overseas (“ Overseas Issuance and Listing ”) shall complete

the filing procedures of and submit the relevant information to CSRC.

The Overseas Issuance and Listing includes direct and indirect

issuance and listing.

Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares

in the name of an overseas enterprise (“ Overseas Issuer ”) on the basis of the equity, assets, income or other similar

rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing

(“ Indirect Overseas Issuance and Listing ”) under the Draft Overseas Listing Regulations.

December 28, 2021, the Cyberspace Administration of China (“ CAC ”) jointly with the relevant authorities formally

published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures

for Cybersecurity Review (2020) issued on July 10, 2021.

Measures for Cybersecurity Review (2021) stipulates that operators

of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators

of critical information infrastructure, the “ CII Operators ”) carrying out data processing activities that affect or

may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’

personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign

Company or its subsidiaries may collect and store certain data (including certain personal information) from their clients, who may be

PRC individuals, in connection with their business and operations and for “ Know Your Customers ” purposes (to combat

money laundering).

Given that (1) the Company is incorporated in Delaware and certain of its subsidiaries are incorporated in Hong Kong

and are located in and conduct their operations in Hong Kong, (2) they have no subsidiary, VIE structure, nor any operations

in mainland China, and (3) pursuant to the Basic Law, national laws of the PRC shall not be applied in Hong Kong except for

those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other

matters outside the autonomy of Hong Kong), the management of the Company does not currently expect the Measures for Cybersecurity

Review (2021), the PRC Personal Information Protection Law, or the Draft Overseas Listing Regulations to impact the operations of the

TAG Business.

As of date of this registration statement, the Company and its subsidiaries have conducted all non-U.S.

sales activities

in Hong Kong and in aggregate collected and stored personal information of less than one million users in the PRC, all of the data

collected is stored in servers located in Hong Kong, and none of the Company or its subsidiaries have been informed by any PRC governmental

authority of any requirement that it files for a cybersecurity review or a CSRC review.

Accordingly, the management of the Company does

not currently expect that the laws and regulations in the PRC on data security, data protection or cybersecurity apply to the Company

or that the oversight of the CAC will be extended to the TAG Business’s operations in Hong Kong, because (i) the Company

is not a “CII Operator” or a “Network Platform Operator” as defined under the relevant PRC cyberspace laws;

Company does not harm PRC national security, public interests, or the legitimate rights and interests of citizens or organizations of

(iii) the Company is not subject to PRC government cyberspace scrutiny;

and (iv) the Company is compliant with PRC

cyberspace laws that have been issued up to the date of this registration statement.

since these statements and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making

bodies will act, what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,

if any, and whether any of these will apply to the Company, if at all.

There can be no assurance that the Company will be able to comply

in all respects with any PRC regulatory requirements that may become applicable to it in the future.

For example, the Company’s

current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities.

In the event of a failure to comply with any applicable regulations, the Company may become subject to the consequences of such non-compliance,

including fines and other penalties, which, in turn, may have a material adverse effect on the business, operations, financial condition,

and prospects of the Company and may hinder the ability of the Company to offer or continue to offer securities to investors.

impact could, in turn, cause the value of such securities to significantly decline or be worthless.

Company is subject to many of the economic and political risks associated with emerging markets, particularly China, due to its operations

in Hong Kong.

Adverse changes in Hong Kong’s or China’s economic, political, and social conditions as well as government

policies could adversely affect the Company’s business and prospects.

Company currently conducts certain of its business in Hong Kong and is considering options for expansion of its business in mainland

Accordingly, the Company is subject to risks and uncertainties including fluctuations in mainland China’s GDP, unfavorable

or unpredictable treatment in relation to tax matters, expropriation of private assets, exchange controls, restrictions affecting its

ability to make cross-border transfer of funds, regulatory proceedings, inflation, currency fluctuations, or the absence of, or

unexpected changes in, regulations and unforeseeable operational risks.

In addition, the Company’s business, prospects, financial

condition, and results of operations may be significantly influenced by political, economic, and social conditions in Hong Kong

and China generally and by continued economic growth in China.

Chinese economy differs from the economies of most developed jurisdictions (such as Hong Kong) in many respects, including the amount

of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources.

PRC government has implemented measures that focus on accounting for market forces to effect economic reform and aimed at reducing the

state ownership of productive assets and establishing improved corporate governance in business enterprises, a substantial portion of

China’s productive assets are still owned by the government.

In addition, the PRC government continues to play a significant role

in regulating development through industrial policies.

The PRC government also exercises significant control over China’s economic

growth through its allocation of resources, control of payment of foreign currency-denominated obligations, monetary policy, and

preferential treatment for particular industries or companies.

Many of the economic reforms carried out by the PRC government are unprecedented

or experimental and are expected to be refined and improved over time.

This refining and adjustment process may not necessarily have

a positive effect on the operations and business development of the Company.

Other political, economic, and social factors may also

lead to further adjustments of the reform measures.

For example, the PRC government has in the past implemented a number of measures

intended to curtail certain segments of the economy, including the real estate industry, which the government believed to be overheating.

These actions, as well as other actions and policies of the PRC government, could cause a decrease in the overall level of economic activity

in the PRC and, in turn, have an adverse impact on the business and financial condition of the Company.

the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various

sectors of the economy.

The PRC government has implemented various measures to encourage economic growth and guide the allocation of

Some of these measures, which may benefit the overall Chinese economy, may have a negative effect on the TAG Business.

example, the Company’s financial condition and results of operations may be adversely affected by government control over capital

investments or changes in tax regulations.

In addition, the PRC government has from time to time implemented certain measures, including

interest rate changes, to control the pace of economic growth.

These measures may cause decreased economic activity in China, as evidenced

by the slowing of growth of the Chinese economy since 2012.

In addition, COVID-19 had a severe and negative impact on the Chinese

economy since the first quarter of 2020.

Whether this will lead to a prolonged downturn in the Chinese economy is still unknown.

any future escalation of the ongoing trade war between the United States and China, regional or national instability, the ongoing

impact of the COVID-19 pandemic, or the armed conflict between Russia and Ukraine may negatively impact the growth of the Chinese

Any prolonged slowdown in the Chinese economy or adverse changes in the policies of the Chinese government or in the laws and

regulations in China could have a material adverse effect on the overall economic growth of China and may reduce the demand for the Company’s

services and solutions among potential Chinese customers and materially and adversely affect its business and results of operations.

laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation

or local legislation.

National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall

within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong.

laws and regulations relating to data protection, cybersecurity and the anti-monopoly have not been listed in Annex III and

so do not apply directly to Hong Kong.

The laws and regulations in the PRC are evolving, and their enactment timetable, interpretation

and implementation involve significant uncertainties.

To the extent any PRC laws and regulations become applicable to the Company, it

may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement

of laws and the possibility of changes of rules and regulations with little or no advance notice.

The TAG Business may also become subject

to the laws and regulations of the PRC to the extent it commences business and customer facing operations in mainland China as a result

of any future acquisition, expansion, or organic growth.

Company’s potential expansion of activities in China is subject to various risks.

Company and certain of its subsidiaries, as of the date of this registration statement, operate in Hong Kong.

The Company has been

pursuing and will continue to pursue its growth strategy in China, particularly in the Greater Bay Area, comprising Macau, Guangzhou,

Shenzhen, and the surrounding area.

Currently, the Company does not have any Chinese operating entities and does not plan to use “variable

interest entities,” or VIEs, in the future to conduct its operations.

The management of the Company intends for such expansion

to be conducted through customer referrals and partnerships, with its actual sales activities conducted in Hong Kong.

For instance,

the Company is currently in active discussions to establish a strategic partnership with a top asset manager (the “ Potential

Partner ”) in China to provide offshore insurance solutions to its over 20 million customers.

Accordingly, the management

of the Company expects the main source of revenue from such expansion in China to be generated from referral income.

Notwithstanding,

expansion of China-related activities may expose the Company to additional risks, including:

Changing global environment,

including changes in U.S., Chinese, and international trade policies;

Challenges associated with

relying on local partners in markets that are not as familiar to the Company, including joint venture partners to help the Company

establish its business;

Difficulties managing operations

in new regions, including complying with the various regulatory and legal requirements;

Different approval or licensing

requirements;

Recruiting sufficient suitable

personnel in new markets;

Challenges in providing

services and solutions as well as support in these new markets;

Challenges in attracting

business partners and customers;

Potential adverse tax consequences;

Foreign exchange losses;

Limited protection for intellectual property rights;

Inability to effectively enforce contractual or legal rights;

Local political, regulatory, and economic instability or wars, civil

unrest, and terrorist incidents.

Moreover, changes in China’s economic,

political, or social conditions or government policies could have a material adverse effect on our growth plans.

If we are unable

to effectively avoid or mitigate these risks, its ability to grow its China-related business will be affected, which could have

a material adverse effect on its business, financial condition, results of operations, and prospects.

As we further expand into the international market,

it is increasingly subject to additional legal and regulatory compliance requirements, including local licensing and periodic reporting

We may inadvertently fail to comply with local laws and regulations, and any such violation could subject to regulatory

penalties, such as revocation of licenses, which would in turn harm its brand, reputation, business operation and financial results.

Although we have policies and procedures in place to enhance compliance with local laws and regulations, there can be no assurance that

its employees, contractors, or agents will stay compliant with these policies and procedures.

AGBA’s financial services revenues

are highly dependent on macroeconomic conditions as well as market conditions in Hong Kong, China, and globally.

in the global financial markets and economic conditions could adversely affect the AGBA and its institutional clients and customers.

Given the significant proportion of its business

operations concentrated in Hong Kong, our success depends largely on the health of the Hong Kong financial industry, which

is affected by changes in general economic conditions beyond the our control.

Economic factors such as increased interest rates, slow

economic growth or recessionary conditions, changes in household debt levels, and increased unemployment or stagnant or declining wages

affect the our customers’ income and thus their ability and willingness to take loans from us, invest with us, or engage with our

other financial products.

Domestic and global events affect all such macroeconomic conditions.

Weak or a significant deterioration in

economic conditions reduce the amount of disposable income both individual and institutional consumers have, which in turn reduces consumer

spending and their willingness to engage with the our financial services.

Any or all of the circumstances described above may lead to

further volatility in or disruption of the credit and other financial markets at any time and could adversely affect our financial condition.

Changes in the condition of Hong Kong’s

and China’s economies generally affect the demand and supply of financial products, which in turn will affect demand for the solutions

that we provide.

For example, a credit crisis, or prolonged downturn in the credit markets could severely affect our operating environment

by, for example, causing a tightening in credit guidelines, limited liquidity, deterioration in credit performance, or increased foreclosures.

Since a significant portion of our revenue is generated from transaction-based fees and commissions, a decrease in transaction volumes

could cause a material decline in our revenues for the duration of such crisis.

Global economies could suffer dramatic downturns

as the result of a deterioration in the credit markets and related financial crisis as well as a variety of other factors including,

extreme volatility in security prices, diminished liquidity and credit availability, and ratings downgrades or declining valuations of

certain investments.

In past economic downturns, governments have taken unprecedented actions to address and rectify these extreme market

and economic conditions, including by providing liquidity and stability to the financial markets.

If these actions are not successful,

the return of adverse economic conditions may significantly affect the businesses of our customers, which could in turn negatively affect

our revenues.

In addition, there is considerable uncertainty

over the long-term effects of the expansionary monetary and fiscal policies adopted by central banks and financial authorities in

some of the world’s leading economies, including the European Union, the United States, and China.

There have been concerns

over unrest and terrorist threats in the Middle East, Europe, and Africa.

There have also been concerns on the relationship among China

and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and escalations in

the trade tensions between the United States and China.

Limited protection for

intellectual property rights;

Inability to effectively

enforce contractual or legal rights;

International travel restriction

and temporary lock-down due to COVID-19;

Local political, regulatory,

and economic instability or wars, civil unrest, and terrorist incidents.

changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on the

Company’s growth plans.

If the Company is unable to effectively avoid or mitigate these risks, its ability to grow its China-related business

will be affected, which could have a material adverse effect on its business, financial condition, results of operations, and prospects.

the Company further expands into the international market, it is increasingly subject to additional legal and regulatory compliance requirements,

including local licensing and periodic reporting obligations.

the Company may inadvertently fail to comply with local laws and regulations,

and any such violation could subject the Company to regulatory penalties, such as revocation of licenses, which would in turn harm its

brand, reputation, business operation and financial results.

Although the Company has policies and procedures in place to enhance compliance

with local laws and regulations, there can be no assurance that its employees, contractors, or agents will stay compliant with these

policies and procedures.

Company’s financial services revenues are highly dependent on macroeconomic conditions as well as Hong Kong, China, and global

market conditions.

Disruptions in the global financial markets and economic conditions could adversely affect the Company and its institutional

clients and customers.

the certain of its business operations concentrated in Hong Kong, the Company’s success depends on the health of the Hong Kong

financial industry, which is affected by changes in general economic conditions beyond the Company’s control.

Economic factors

such as increased interest rates, slow economic growth or recessionary conditions, changes in household debt levels, and increased unemployment

or stagnant or declining wages affect the Company’s customers’ income and thus their ability and willingness to take loans

from the Company, invest with the Company, or engage with the Company’s other financial products.

Domestic and global events affect

all such macroeconomic conditions.

Weak or a significant deterioration in economic conditions reduce the amount of disposable income

both individual and institutional consumers have, which in turn reduces consumer spending and their willingness to engage with the Company’s

financial services.

Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets

at any time and could adversely affect the Company’s financial condition.

in the condition of Hong Kong’s and China’s economies generally affect the demand and supply of financial products,

which in turn will affect demand for the solutions that the Company provides.

For example, a credit crisis, or prolonged downturn in

the credit markets could severely affect the Company’s operating environment by, for example, causing a tightening in credit guidelines,

limited liquidity, deterioration in credit performance, or increased foreclosures.

Since a significant portion of the Company’s

revenue is generated from transaction-based fees and commissions, a decrease in transaction volumes could cause a material decline

in the Company’s revenues for the duration of such crisis.

economies could suffer dramatic downturns as the result of a deterioration in the credit markets and related financial crisis as well

as a variety of other factors including, extreme volatility in security prices, diminished liquidity and credit availability, and ratings

downgrades or declining valuations of certain investments.

In past economic downturns, governments have taken unprecedented actions to

address and rectify these extreme market and economic conditions, including by providing liquidity and stability to the financial markets.

If these actions are not successful, the return of adverse economic conditions may significantly affect the businesses of the Company’s

customers, which could in turn negatively affect the Company’s revenues.

addition, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted

by central banks and financial authorities in some of the world’s leading economies, including the European Union, the United States,

There have been concerns over unrest and terrorist threats in the Middle East, Europe, and Africa.

There have also been concerns

on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial

disputes, and escalations in the trade tensions between the United States and China.

Starting from 2018, changes in U.S.

trade policies have occurred, including

the imposition of tariffs.

These types of developments, including a potential trade war, could have a material adverse impact on the Chinese

economy and in turn on the Hong Kong economy.

On January 31, 2020, the United Kingdom ceased to be a member of the European

Union (commonly referred to as “Brexit”).

The effects of Brexit on worldwide economic and market conditions remain uncertain.

Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial

and foreign exchange markets.

Furthermore, protests in Hong Kong in 2019, political instability in the Korean Peninsula, a slump

in commodity prices, uncertainty over interest rates in the United States, and the armed conflict between Russia and Ukraine have

also resulted in instability and volatility in the global financial markets.

It is unclear whether these challenges and uncertainties

will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

Failure to comply with existing or future

laws and regulations related to data protection or data security could lead to liabilities, administrative penalties, or other regulatory

actions, which could negatively affect the AGBA’s operating results, business, and prospects.

The regulatory framework for the collection,

use, safeguarding, sharing, transfer and other processing of personal data worldwide is rapidly evolving and is likely to remain uncertain

for the foreseeable future.

Regulatory authorities in virtually every jurisdiction in which we have implemented or are considering a

number of legislative and regulatory proposals concerning personal data protection.

Our management has been monitoring the evolution

of this area of law and intends to take steps to ensure compliance with laws applicable to our current operations in Hong Kong and

potential future operations in China.

While our management believes that we are not

currently subject to PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private

information, such as personal information and other data, We may be subject to such laws in the future.

These laws continue to develop,

and the PRC government may adopt other rules and restrictions in the future.

Non-compliance could result in penalties or other significant

legal liabilities.

Risk Factors Relating to AGBA’s Business

The ability of AGBA to continue as a going

concern is dependent upon its ability to raise additional funds and implement its business plan.

Our consolidated financial statements accompanying this annual report were

prepared assuming that we will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation

of liabilities in the normal course of business.

For the year ended December 31, 2023, we reported approximately US$49.2 million

net loss and US$42.3 million net cash outflows from operating activities.

As of December 31, 2023, we had the accumulated losses

of approximately US$65.6 million and cash and cash equivalents of $1.9 million.

Our management intends to continue to monitor

our capital structure and evaluate various funding alternatives that may be needed to finance its growth strategy, business development,

and operating expenses, including fundraising through equity or debt capital markets.

Nonetheless, there can be no assurance that we

will be successful in such fundraising or that if it can secure such funds that they will be sufficient to meet the financing needs of

AGBA and to allow us to continue as a going concern.

See “ Management’s Discussion and Analysis of Financial Condition

and Results of Operations — Liquidity and Going Concern .”

The success and growth of AGBA will depend,

in part, upon its ability to be a leader in technological innovation in its industries.

We operate in industries experiencing rapid technological

change and frequent product introductions.

To succeed, we must lead its peers in designing, innovating, and introducing new technology

and product offerings.

The process of developing new technologies and products is complex, and if we are unable to successfully innovate

and continue to deliver a superior client experience, the demand for its products and services may decrease, it may lose market share

and its growth and operations may be hampered.

For example, part of our Platform Business relies

on its continued ability to process loan applications over the internet, accept electronic signatures, provide instant process status

updates, and provide other client- and loan applicant-expected conveniences.

Our proprietary platform technology is integrated into

all steps of its business processes.

Our dedication to incorporating technological advancements into its service platforms requires significant

financial and personnel resources.

Maintaining and improving this technology will require us to expend significant capital expenditures

on its proprietary technology platforms.

To the extent that we are dependent on any particular

technology or technological solution, it may be harmed if such technology or technological solution becomes non-compliant with existing

industry standards, fails to meet or exceed the capabilities of its competitors’ equivalent technologies or technological solutions,

becomes increasingly expensive to service, retain, and update, becomes subject to third-party claims of intellectual property infringement,

misappropriation, or other violation, or malfunctions or functions in a way not anticipated.

Additionally, new technologies and technological

solutions are continually being released.

As such, it is difficult to predict the problems that we may encounter in improving its websites’

and other technologies’ functionality.

The technologies that AGBA uses may contain

undetected errors, which could result in customer dissatisfaction, damage to the AGBA’s reputation, or loss of customers.

Some of the solutions that we offer are built

on large stacks of data, requiring sophisticated and innovative technologies to address our operating needs, predict operating patterns,

and help make decisions in terms of business strategies and implementation plans.

We aim to make its operations and solutions more streamlined,

automated, and cost-effective by using advanced technologies which are currently under development.

We may encounter technical obstacles,

and it may discover problems that prevent such technologies from operating properly, or at all, which could adversely affect our information

infrastructure and other aspects of its business where such technologies are applied.

If our solutions do not function reliably or fail

to achieve its customers’ expectations for performance, we may lose existing customers or fail to attract new ones, which may damage

its reputation and adversely affect its business, financial condition, and results of operations.

Material performance problems, defects,

or errors in our existing or new software, applications, and solutions may arise and may result from the interface between solutions

and systems and data that it did not develop, the function of which is beyond its control, or defects and errors that were undetected

in internal testing.

These types of defects and errors, and any failure by us to identify and address them, could result in a loss of

revenue or market share, diversion of development resources, harm to our reputation and increased service and maintenance costs.

or errors may discourage existing or potential customers from utilizing our solutions.

Correcting these types of defects or errors could

prove to be impossible or impracticable.

The costs incurred in correcting any defects or errors may be substantial and could have a material

adverse effect on our business, financial condition, and results of operations.

We rely on our business relationships with

product issuers and the success of those product issuers, and the future development depends, in part, on the growth of such product

issuers and their continued collaboration.

The Platform Business relies, in part, on financial

products provided by certain banks, insurance companies, or other companies that offer financial products (product issuers).

policies have occurred, including the imposition of tariffs.

These types of developments, including a potential trade war, could have

a material adverse impact on the Chinese economy and in turn on the Hong Kong economy.

On January 31, 2020, the United Kingdom

ceased to be a member of the European Union (commonly referred to as “ Brexit ”).

The effects of Brexit on worldwide

economic and market conditions remain uncertain.

Brexit could adversely affect European and worldwide economic and market conditions

and could contribute to instability in global financial and foreign exchange markets.

Furthermore, protests in Hong Kong in 2019,

political instability in the Korean Peninsula, a slump in commodity prices, uncertainty over interest rates in the United States,

the outbreak and spread of the COVID-19 pandemic, and the armed conflict between Russia and Ukraine have also resulted in instability

and volatility in the global financial markets.

Recently, the global stock markets have experienced extreme volatility, in reaction to

the outbreak of the conflict between Russia and Ukraine and governments’ responses thereto.

It is unclear whether these challenges

and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the

to comply with existing or future laws and regulations related to data protection or data security could lead to liabilities, administrative

penalties, or other regulatory actions, which could negatively affect the Company’s operating results, business, and prospects.

regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of personal data worldwide is rapidly

evolving and is likely to remain uncertain for the foreseeable future.

Regulatory authorities in virtually every jurisdiction in which

we have implemented or are considering a number of legislative and regulatory proposals concerning personal data protection.

Our management

team believes that establishment of business relationships with major product issuers such as MassMutual Asia Limited, Prudential Hong Kong

Limited, and Zurich International Life Limited, which facilitates our ability to provide a wide variety of products to satisfy customers’

needs and enables it to negotiate favorable terms with such product issuers, to the benefit of its customers, contributes to its current

The long-term business relationships that the Platform Business has established with major product issuers are formed on

the basis of the terms of business, broker contracts, and/or conditions issued by the product issuer(s) setting out the terms and

conditions upon which product issuer(s) are prepared to accept business referred or introduced to them.

However, there is no assurance

that the Platform Business will succeed in maintaining existing and/or establishing new, strategic relationships with product issuers.

If the Platform Business cannot maintain and/or establish such relationships, it and its subsidiaries’ access to similar financial

products may be restricted, and their business, operations, and financial position may, in turn, be adversely affected.

The Platform Business’s future development

depends, in part, on the growth of such product issuers, on their continued development of new financial products, and on their continued

collaboration.

Failure by such product issues to continue to sell new financial products may, in turn, limit our ability to offer such

products to their customers.

There can be no assurance that if any product issuer discontinued its business or ceased to collaborate

with us could find replacement products on comparable terms, or at all.

If the Platform Business cannot maintain its current pipeline

of products from product issuers, it and its subsidiaries’ access to similar financial products may be restricted, and their business,

operations, and financial position may, in turn, be adversely affected.

The property agency segment of the Platform

Business has historically operated on thin margins, which expose it to risk of non-profitability and recent trends have caused the segment

to be loss-making.

The property agency segment of the Platform Business,

run by OnePlatform International Property Limited (“OIP”), has historically operated with thin profit margins.

In accordance

with its contracts with property developers and agreements with its own staff, commission income from OIP’s operations is dispersed

broadly among both the consultancy force and salespersons, often equaling up to 50% of the commission.

This significant split of commission

income has historically resulted in marginal profit for OIP.

In recent years, the segment has been loss-making

and was supported by intercompany loans.

While our management intends to generate sufficient cash flows from the segment to repay such

intercompany loans and create positive profit margins, there can be no assurance that the property agency segment of the Platform Business

will be able to generate such cash flows now or in the future.

Without a change in the commission sharing mechanism or optimization of

the segment’s operating costs, the property agency segment’s ability to achieve additional profits may be limited.

can be no assurance that OIP will be able to achieve changes in commission sharing or optimization of operating costs to sufficient levels,

In addition, given the competitive environment in which OIP operates, there also can be no guarantee that such changes would

not create a loss of engagement with property developers and salespersons.

Such disruptions to the property agency segment of the Platform

Business could have negative effects on its business, financial condition, results of operations, and prospects.

AGBA relies on third parties for various

aspects of its business and the services and solutions that it offers.

AGBA’s business, results of operations, financial condition,

and reputation may be materially and adversely affected if these third parties do not continue to maintain or expand their relationship

with AGBA, or if they fail to perform in accordance with the terms of their relevant contracts.

We rely on third parties for various aspects

of its business and the solutions they offer.

For example, we rely on computer hardware, software, and cloud services, internet and telecommunication

services, and third-party supplied data.

We expect to continue to rely on these third parties to supplement its capabilities for

a significant period, if not indefinitely.

Therefore, we need all of these parties to function in a flawless and timely manner in order

to conduct its business.

However, there can be no assurance that these third parties will provide their support properly or in a cost-effective manner

or that the third party-supplied data we rely on will be complete, accurate, or reliable.

In the event of problems with any of these

third-party providers, transitioning to new providers may disrupt our business and increase costs.

If any of the third-party service providers

fail to perform properly, there can be no assurance that we would be able to find suitable replacement suppliers on commercially reasonable

terms on a timely basis, or at all.

The third-party service providers may carry out their business in an inappropriate manner or

in violation of regulations or laws.

Any of such occurrences could diminish our ability to operate or damage its business reputation,

or cause it regulatory or financial harm, any of which could negatively affect our business, financial condition, and results of operations.

Failure to maintain and enlarge the customer

base of AGBA or to strengthen customer engagement may adversely affect its business and results of operations.

Our revenue growth depends, in part, on its ability

to maintain and enlarge its customer base and strengthen customer engagement so that more of its customers will use our solutions more

often and contribute to our revenue growth.

Although we maintain business relationships with its existing customers and has successfully

developed different marketing channels to generate business from referrals, recurring business, and direct marketing, less than 15% of

the total revenue for the year ended December 31, 2023 was generated by recurring business from existing customers purchasing new products

through the Platform Business.

This diffusion of our customer base requires us to constantly maintain and refresh its broad customer

Our customers are, however, geographically concentrated, as substantially all of its major customers are located in Hong Kong.

Fluctuations in the macro-economic environment in Hong Kong may have adverse effects on our major clients.

There can be no assurance that our customers

will continue to use its services and solutions once their existing contract or relationship expires or that they will purchase additional

solutions from us.

This risk is especially apparent in circumstances where it is inexpensive for them to switch service providers.

Our ability to maintain and enlarge its customer base and strengthen customer engagement will depend on many factors, some of which are

out of our control, including:

its ability to continually innovate technologies to keep pace with

rapid technological changes;

its ability to continually innovate solutions in response to evolving

customer demands and expectations and intense market competition;

its ability to customize solutions for customers;

customer satisfaction with our solutions, including any new solutions

that AGBA may develop, and the competitiveness of pricing and payment terms;

the effectiveness of our solutions in helping customers improve efficiency,

enhance service quality, and reduce costs;

customers’ acceptance of our pricing models;

Our ability to transition customers from “hook products,”

which AGBA provides at low or even no charge, to products that provide more revenue and better margins;

the success and growth of our customers, which could

be affected by general-economic and market conditions, regulatory developments and other factors.

many of our customers are engaged using a transaction-based model, a reduction of transactions by its customers would adversely

affect our business and results of operations.

In addition, we have derived some of its customers

either through acquisitions of new businesses or by intra-group referrals.

If we cannot develop customers organically, conduct as

many acquisitions, or receive as many customer referrals as it has historically, it may not be able to grow its customer base as quickly,

A number of AGBA’s business partners

are commercial banks and other financial institutions that are highly regulated, and the tightening of laws, regulations, or standards

in the financial services industry could harm its business.

A number of our business partners are commercial

banks and other financial institutions that are highly regulated and must comply with complex and changing government regulations and

industry standards, which are subject to significant changes, in the various jurisdictions in which they operate.

Global, regional, or

local regulatory developments, including those in respect of consumer protection, credit availability, risk management, and data privacy,

could adversely affect our customers or otherwise result in a reduction in the volume and frequency of its business transactions.

Our financial institution partners must sometimes

include restrictive provisions in their contracts with service providers, with respect to security and privacy, ongoing monitoring, risk

management, and other limitations.

These provisions may increase our costs, limit the scope of the solutions we offer, or otherwise restrict

customer access.

In addition, our customers may have less capacity or incentive to purchase solutions from us, may pass on their increased

costs to us, or may cease to use certain of our solutions.

As aspects of our business employ a broker-based model, any reduction

of transactions by our partners may materially and adversely affect our business and results of operations.

As a result of such laws and regulations, certain

of our business partners have had, or will have, to adjust their business practices in ways that reduce their use of our solutions, and

these types of changes in response to regulatory developments may adversely affect our business, result of operations, and financial

Significant increases and decreases in

the number of transactions by AGBA’s clients can have a material negative effect on AGBA’s profitability and its ability

to efficiently process and settle transactions.

Significant volatility in the number of client

transactions and rebalancing activity may result in operational problems such as a higher incidence of failures to deliver services and

errors in processing transactions, and such volatility may also result in increased personnel and related processing costs.

We may experience

adverse effects on its profitability resulting from significant reductions in product sales and may encounter operational problems arising

from unanticipated high transaction volume because we are not able to control such fluctuations.

In addition, significant transaction volume could

result in inaccurate books and records, which would expose us to disciplinary action by governmental agencies and other relevant regulators.

We operate in a competitive and evolving

if we are unable to compete effectively, it may lose market share.

The market competition in which we operate is

intense and all aspects of their businesses are highly competitive.

we compete for clients, customers, and personnel directly with other

financial advisory firms, securities firms, and, increasingly, with other types of organizations and businesses offering financial services,

such as banks and insurance companies.

The financial technology services industry in Hong Kong and China is also highly competitive

and rapidly evolving.

New competitors, including affiliates of financial institutions, traditional IT companies, and internet companies,

are entering this market.

We primarily face competition posed by major,

existing financial institutions, including traditional banks and insurance agencies.

However, we also face threats of new players entering

its industries, particularly the fintech industry, in Hong Kong and China.

While our management believes that we have a competitive

advantage by having a full suite of financial products (including insurance, investment, and credit) coupled with a captive customer

base and well-established infrastructure (including operational capabilities and technology), some of our competitors may have greater

brand recognition, larger customer bases or greater financial, technological, or marketing resources.

There can be no assurance that

our competitors will not be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards,

or customer requirements, or successfully adapt to significant changes in regulatory and industry environments.

The financial services industry continues to

evolve technologically, with an increasing number of firms of all sizes providing lower cost, computer-based “robo-advice”

and enhanced digital experiences for clients with previously limited personalized service.

Industry and technology changes may result

in increased prevalence of robo-advisors.

We are subject to risk from accelerated industry changes and competitive forces, which have

resulted and are expected to continue to result in significant costs for strategic initiatives to respond to such changes.

to compete in its industries is based primarily on a business model designed to serve clients through personalized relationships with

financial advisors offering a full-product suite complemented by a low-cost digital platform.

We may be subject to operational

risk if its current business model is unable to keep pace with a rapidly changing environment, which includes client, industry, technology,

and regulatory changes.

In addition, our ability to compete and adapt its business model may be impacted by changing client demographics,

preferences, and values.

If our services do not meet client needs, it could lose clients, thereby reducing revenues and profitability.

Talent competition among our competitors also

exists for financial advisors, technology specialists, and corporate staff.

Our continued ability to expand its business and to compete

effectively depends on its ability to attract qualified employees and to retain and motivate current employees.

Additionally, during

an economic downturn, there is increased risk that our successful personnel may leave or be hired away by its competitors, if we experience

reduced profitability.

Competition may also result in continued pricing

pressures, which may lead to price reductions for our services and offerings and may adversely affect its profitability and market share.

In addition, we may face competition from its own customers or financial product providers, who may develop their own solutions internally

after they have gained experience and expertise independently or through their use of our solutions.

If we are unable to successfully

compete in its relevant industries, its business, financial condition, and results of operations may be materially and adversely affected.

If we are unable to protect or promote

its brand and reputation, its business may be materially and adversely affected.

Our brand names and reputation are subject to

a variety of factors that are beyond its control.

For example, customer complaints about our services and negative publicity about the

financial services industry could diminish consumer confidence in our solutions.

Failure to protect our customers’ privacy or effectively

adopt security measures could have the same effect.

Measures that we may take from time to time to combat risks of fraud and breaches

of privacy and security can damage relations with its customers.

These measures heighten the need for prompt and accurate customer service

to resolve irregularities.

If we cannot handle customer complaints effectively or balance different customers’ needs appropriately,

its reputation may suffer, and we may lose customers’ confidence.

Furthermore, we may be subject to claims seeking to hold it liable

for inaccurate or false information.

Any claims, regardless of merit, may force us to participate in costly time-consuming litigation

or investigations, divert significant management and staff attention, and damage its reputation and brand.

In addition, our reputation

may be undermined if its customers and product issuers, many of whom are financial institutions, violate laws and regulations such as

financial supervision regulations and anti-money laundering laws, when interacting with our solutions.

Any significant damage to

our reputation, or to the perceived quality or awareness of its brands or solutions, or any significant failure by us to promote and

protect its brands and reputation, could make it more difficult for us to maintain a good relationship with its customers, promote its

services or retain qualified personnel, any of which may have a material adverse effect on our business.

Our future marketing and efforts to build its

brands will likely require it to incur additional expenses.

In 2022, AGBA changed the branding of many of its group companies to reflect

new brands, such as “AGBA”, “AGBA Focus”, “AGBA Perform” and “OnePlatform,” that align

with our new approach to the market.

These re-branding efforts include obtaining

new trademark and domain name registrations, which efforts are ongoing.

Increased marketing expenses in the short term may

be required to familiarize our customers and the public with these new brand names.

These efforts may not result in increased revenues

in the immediate future or at all and, even if they do, any increases in revenues may not offset the expenses incurred.

If we fail to

successfully promote, protect, and maintain its brands while incurring additional expenses, its results of operations and financial condition

would be adversely affected, and its ability to grow its business may be impaired.

Breach of AGBA’s security measures

or those of any third-party cloud computing platform provider, or other third-party service providers, may result in AGBA’s data,

IT systems, and services being perceived as not being, or actually not being, secure.

Some of our services involve storage and transmission

of its customers’ and their end-customers’ proprietary and other sensitive data, including financial information and other

personally identifiable information.

Our security measures may be breached as a result of efforts by individuals or groups of hackers

and sophisticated organizations, including by fraudulently obtaining system information of our employees or customers.

Our security measures

also could be compromised by employee error or malfeasance, which could result in unauthorized access to, or denied authorized access

to, our IT systems, customers’ data, or its own data, including with respect to our intellectual property and other confidential

business information.

Because the techniques used to breach, obtain

unauthorized access to, and sabotage IT systems change frequently, grow more complex over time, and are generally not recognized until

launched against a target, we may be unable to anticipate or implement adequate measures to prevent such techniques.

In addition, we

are often an early adopter of new technologies and new ways of sharing data and communicating internally and with partners and customers.

As its IT systems continue to evolve, their complexity increases.

In addition, our customers may authorize third-party technology

providers to access their customer data, and some of our customers may not have adequate security measures to protect their data that

is stored on our servers.

Because we do not control its customers or third-party technology providers, or the processing of such

data by third-party technology providers, we cannot ensure the integrity or security of such transmissions or processing.

third parties may also conduct attacks designed to temporarily deny customers access to our services.

A security breach could expose us to a risk of

loss or inappropriate use of proprietary and sensitive data, or the denial of access to this data.

A security breach also could result

in a loss of confidence in the security of its services, damage our reputation, negatively impact future sales, disrupt its business,

and lead to legal liability.

Finally, the detection, prevention, and remediation of known or potential security vulnerabilities, including

those arising from third-party hardware or software, may result in additional direct and indirect costs, for example, we may be

required to purchase additional infrastructure or its remediation efforts may degrade the performance of our solutions.

Unexpected network interruptions, security

breaches, cyberattacks, or computer virus attacks, and failures in AGBA’s information technology systems, could have a material

adverse effect on AGBA’s business, financial condition, and results of operations.

Our information technology systems support all

phases of its operations and are an essential part of the group’s technology infrastructure.

The robust reliability of our platform

is one of its competitive strengths that it relies on to attract and retain customers.

If our systems fail to perform, it could experience

disruptions in operations, slower response times, or decreased customer satisfaction.

We must process, record, and monitor a large number

of transactions, and its operations are highly dependent on the integrity of its technology systems and its ability to make timely enhancements

and additions to such systems.

System interruptions, errors, or downtime can result from a variety of causes, including unexpected interruptions

to the internet infrastructure, technological failures, changes to systems, changes in customer usage patterns, linkages with third-party systems,

and power failures.

Our systems also are vulnerable to disruptions from human error, execution errors, errors in models such as those

used for risk management and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, denial of service

attacks, computer viruses or cyber-attacks, terrorist attacks, natural disasters, power outages, capacity constraints, software flaws,

events impacting our key business partners and vendors, and other similar events.

AGBA has in the past experienced network interruptions,

which did not have a material adverse impact on the business.

However, our business depends on the performance

and reliability of its internet infrastructure.

There can be no assurance that our internet infrastructure will remain sufficiently reliable

for its needs.

Any failure to maintain the performance, reliability, security, or availability of its network infrastructure may cause

significant damage to its ability to attract and retain customers.

Major risks involving our network infrastructure include:

breakdowns or system failures resulting in a prolonged

shutdown of its servers;

disruption or failure in the national backbone networks

in Hong Kong, China, and the other markets where AGBA operates, which would make it impossible for customers to access our solutions;

damage from natural disasters or other catastrophic

events such as typhoons, volcanic eruptions, earthquakes, floods, telecommunications failures, or other similar events;

any infection by or spread of computer viruses or

other system failures.

Any network interruption or inadequacy that causes

interruptions in the availability of our platform or deterioration in the quality of or access to its solutions could reduce customer

satisfaction and result in a reduction in the activity level of our customers.

Furthermore, increases in the volume of traffic on our

platform could strain the capacity of its existing computer systems and bandwidth, which could lead to slower response times or system

This strain could cause a disruption or suspension in our services delivery, which could, in turn, hurt its brand and reputation.

We may need to incur additional costs to upgrade its technology infrastructure and computer systems to accommodate increased demand if

it anticipates that its systems cannot handle higher volumes of traffic and transaction in the future.

In addition, it could take an

extended period to restore full functionality to our technology or other operating systems in the event of an unforeseen occurrence,

which could affect our ability to deliver its solutions.

There can be no assurance that we will not suffer unexpected losses, reputational

damage, or regulatory actions due to technology or other operational failures or errors, including those of our vendors or other third

As part of our normal business activities, we

collect and store or have access to certain proprietary confidential, and personal information, including information about our employees,

customers, vendors and business partners, which may be entitled to protection under a number of regulatory regimes.

The protection and

security of our network systems and our own information, as well as information relating to our employees, customers, vendors, business

partners and others, is vitally important to us.

Any failure of us to maintain the security of our network systems and the proprietary,

confidential, and personal data in our possession, including via the penetration of our network security and the misappropriation of

proprietary, confidential and personal information, could result in costly investigations and remediation, business disruption, damage

to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially

large costs, and also result in deterioration in our employees’, customers’, vendors’ and business partners’

confidence in us and other competitive disadvantages, and thus could have a material adverse effect on our business, financial condition

been monitoring the evolution of this area of law and intends to take steps to ensure compliance with laws applicable to our current

operations in Hong Kong and potential future operations in China.

the our management believes that we are not currently subject to PRC laws relating to the collection, use, sharing, retention, security,

and transfer of confidential and private information, such as personal information and other data, we may be subject to such laws in

These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future.

Non-compliance could

result in penalties or other significant legal liabilities.

PRC may prevent the cash maintained by the Company in Hong Kong from leaving, or the PRC could restrict deployment of such cash

for the Company’s business purposes or for the payment of dividends.

Company does not have any business operations in mainland China or maintain any cash balances in mainland China.

However, if the Company

were to establish business operations or maintain cash balances in mainland China, it may become subject to the PRC government’s

controls on the convertibility of Renminbi into foreign currencies and the remittance of currencies out of China to foreign entities

or investors.

Under the existing PRC foreign exchange regulations, payments of current account items, including profit distributions,

interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from

the State Administration of Foreign Exchange (“SAFE”) as long as certain procedural requirements related to foreign exchange

control are met.

Although generally the PRC government may not impose any restrictions on international payments or transfers on current

account, the PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions,

and there may also exist macro-prudential control in foreign exchange through position management or know-your-customer (KYC)

Approval from appropriate government authorities, including SAFE, the National Development and Reform Commission (NDRC) and

the Ministry of Commerce may be required for certain transactions if Renminbi is converted into foreign currency and remitted out of

China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

Furthermore, foreign currency loans or

capital contributions may be subject to statutory limits and registration with competent authorities.

Hong Kong government has not issued similar laws or regulations for companies that are incorporated in or conduct businesses in

No cash is or is currently intended by the management of the Company to be held in the PRC by the Company or any of its

subsidiaries.

There is no regulatory restriction imposed by authorities in Hong Kong over the flow of funds among the Company and

its subsidiaries, or on any distributions or dividends of the Company to its investors as of the date of this registration statement,

and management of the Company does not expect there will be regulatory restrictions by authorities in Hong Kong.

Basic Law is the constitutional document for Hong Kong.

Under Article 112 of the Basic Law, no foreign exchange control policies

shall be applied in Hong Kong.

The Hong Kong dollar shall be freely convertible, and the Government of Hong Kong shall

safeguard the free flow of capital within, into and out of the region.

The power to amend the Basic Law lies in the National People’s

Congress of the PRC and the ultimate power of interpretation of the Basic Law is vested in the Standing Committee of the National People’s

Congress of the PRC.

Therefore, the PRC has the power to cause a change in the Basic Law and cause capital controls to be imposed

over Hong Kong.

If the PRC were to do so, the PRC may also restrict the ability of the Company’s operating entities to remit

currency maintained in Hong Kong offshore to pay dividends or make other payments, or otherwise to satisfy its foreign-currency-denominated obligations.

In such case, relevant PRC governmental authorities may limit the ability of the Company to purchase foreign currencies in the future

to settle transactions.

As the PRC government may continue to strengthen its control over Hong Kong, this may limit the Company’s

ability to utilize such currencies to fund its business activities outside of the PRC, or to pay dividends in foreign currencies.

Factors Relating to the Business and Operations of TAG International Limited and TAG Asia Capital Limited

technologies that the Company uses may contain undetected errors, which could result in customer dissatisfaction, damage to the Company’s

reputation, or loss of customers.

of the solutions that we offer are built on large stacks of data, requiring sophisticated and innovative technologies to address our

operating needs, predict operating patterns, and help make decisions in terms of business strategies and implementation plans.

to make its operations and solutions more streamlined, automated, and cost-effective by using advanced technologies which are currently

under development.

We may encounter technical obstacles, and it may discover problems that prevent such technologies from operating properly,

or at all, which could adversely affect our information infrastructure and other aspects of its business where such technologies are

If our solutions do not function reliably or fail to achieve its customers’ expectations for performance, we may lose

existing customers or fail to attract new ones, which may damage its reputation and adversely affect its business, financial condition,

and results of operations.

The frequency, intensity, and sophistication

of cyberattacks and data security incidents has significantly increased in recent years and is constant.

As with many other businesses,

we are continually subject to cyberattacks and the risk of data security incidents.

Due to the increased risk of these types of attacks

and incidents, we have implemented information technology and data security tools, measures, and processes designed to protect our networks

systems, services, and the personal, confidential or proprietary information in our possession, and to ensure an effective response to

any cyberattack or data security incident.

We also have privacy and data security policies in place that are designed to detect, prevent,

and/or mitigate cyberattacks and data security incidents.

Whether or not these policies, tools, and measures are ultimately successful,

the expenditures could have an adverse impact on our financial condition and results of operations, and divert management’s attention

from pursuing our strategic objectives.

As newer technologies evolve, we could be exposed to increased risks from cyberattacks, data

security events, and data breaches, including those from human error, negligence or mismanagement or from illegal or fraudulent acts.

AGBA’s inability to use software

licensed from third parties, including open-source software, could negatively affect its ability to sell its solutions and subject it

to possible litigation.

Our technology platform incorporates software

licensed from third parties, including open-source software, which we use without charge.

Although we monitor its use of open-source software,

the terms of many open-source licenses that it is subject to have not been interpreted by courts, and there is a risk that these

licenses could be construed to impose unanticipated conditions or restrictions on its ability to provide its solutions.

the terms of open-source software licenses may require us to provide software that it develops to others on unfavorable license

For example, certain open-source licenses may require us to offer the components of its platform that incorporate open-source software

for free, to make source code for modifications or derivative works available to others, and to license such modifications or derivative

works under the terms of the particular open-source license.

In addition, we could be required to seek licenses

from third parties to continue offering its solutions, and these types of licenses may not be available or may be on terms not acceptable

Alternatively, we may need to re-engineer its solutions or discontinue using certain functionalities of its solutions.

Our inability to use third-party software could result in business disruptions, or delays in developing future offerings or enhancements

of its existing solutions, which could materially and adversely affect our business and results of operations.

AGBA’s business in the credit industry

requires sufficient liquidity to maintain its business activities, and it may not always have access to sufficient funds.

Liquidity, or ready access to funds, is essential

to our business, particularly its money lending business through OnePlatform Credit Limited (“OCL”) and Hong Kong Credit

Corporation Limited (“HKCC”).

A tight credit market could have a negative impact on the ability of either or both of OCL

and HKCC to maintain sufficient liquidity to meet their working capital needs and to meet regulatory requirements.

Short-term and

long-term financing are two sources of liquidity that could be affected by a tight credit market.

In a tight credit market, lenders

may reduce their loan amounts.

There can be no assurance that financing will be available at attractive terms, or at all, in the future.

Additionally, our access to funds held at a broker-dealer is

subject to regulatory capital requirements and may require approval from regulators.

A significant decrease in our access to funds could

negatively affect its business, financial management, and reputation in the industry.

AGBA is subject to credit risk due to the

nature of the transactions it processes for its clients.

We are exposed to the risk that third parties

who owe it money, securities, or other assets will not meet their obligations.

Many of the transactions in which AGBA engages expose

it to credit risk in the event of default by its counterparty or client, such as loans or cash balances held at major financial institutions.

In addition, our credit risk may be increased when the collateral it holds cannot be realized or is liquidated at prices insufficient

to recover the full amount of the obligation due to us.

Financial instruments that potentially subject us to credit risk consist

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

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 US$64,050) if the bank with which an individual/a company hold its eligible deposit fails.

We maintain cash and other funds in escrow at financial institutions in Hong Kong, which can be subject to credit risk.

While management

believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness, and there

can be no assurance that they will remain of high credit quality.

We have evaluated the need for an allowance for

doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends, and other information.

there can be no assurance that its customers will not default on their obligations or otherwise expose us to the negative impacts of

Restrictions imposed by the outstanding

indebtedness and any future indebtedness of AGBA may limit its ability to operate its business and to finance its future operations or

capital needs or to engage in acquisitions or other business activities necessary to achieve growth.

The terms of the outstanding indebtedness and

any future indebtedness may restrict us from taking certain actions, including, among other things:

incurring additional indebtedness;

creating or incurring liens;

paying dividends and distributions on, or purchase,

redeem, defease, or otherwise acquire or retire for value, capital stock;

making repayments or repurchases of debt that is contractually

subordinated with respect to right of payment or security;

creating negative pledges or restrictions on the payment

of dividends or payment of other amounts owed from subsidiaries;

making acquisitions, investments, loans (including

guarantees), advance or capital contributions;

engaging in consolidations, amalgamations, mergers,

liquidations, dissolutions, dispositions and/or selling, transferring, or otherwise disposing of assets, including capital stock

of subsidiaries;

entering into certain sale and leaseback transactions;

engaging in certain transactions with affiliates;

changing material lines of business.

There can be no guarantee that we will be able

to maintain compliance with any of its loan covenants or, if we fail to do so, that it will be able to obtain waivers from the lenders

and/or amend the covenants.

Even if we comply with all of the applicable covenants, the restrictions on the conduct of business could

adversely affect us by, among other things, limiting its ability to take advantage of financings, mergers, acquisitions, investments,

and other corporate opportunities that may be beneficial to business.

A breach of any of the covenants in existing

or future credit agreements could result in an event of default, which, if not cured or waived, could trigger acceleration of indebtedness

and an increase in the interest rates applicable to such indebtedness, and may result in the acceleration of or default under any other

debt we may incur in the future to which a cross-acceleration or cross-default provision applies.

Any such acceleration of

indebtedness could have a material adverse effect on the business, results of operations, and financial condition of AGBA.

event of any default under existing or future credit facilities of AGBA, the applicable lenders could elect to terminate borrowing commitments

and declare all borrowings and loans outstanding, together with accrued and unpaid interest and any fees and other obligations, to be

due and payable.

In addition, if AGBA was to grant a security interest in a significant portion of its assets to secure obligations under

a lending agreement, the applicable lenders, during the existence of an event of default, could exercise their rights and remedies thereunder,

including by way of initiating foreclosure proceedings against any assets constituting collateral for obligations of AGBA as borrower.

AGBA’ performance depends on key

management and personnel.

Any failure to attract, motivate and retain staff could severely hinder AGBA’s ability to maintain and

Our future success is significantly dependent

upon the continued service of a handful of its key personnel.

If we lose the services of any member of management or other key personnel,

it may not be able to locate suitable or qualified replacements, and it may incur additional expenses to recruit and train new staff,

which could severely disrupt its business and growth, therefore materially and adversely affecting our business, financial condition,

results of operations, and prospects.

If any dispute arises between our current or former personnel, we may have to incur substantial

costs and expenses in order to enforce such agreements in Hong Kong or elsewhere (as relevant), and we may not be able to enforce them

The wide range and diversity of the services

and solutions that we provide may require the hiring and retention of a wide range of experienced personnel who can adapt to a dynamic,

competitive, and challenging business environment.

We will need to continue to attract and retain experienced and capable personnel at

all levels as it expands its business and operations.

Competition for talent in Hong Kong’s financial technology industry

is particularly intense, and the availability of suitable and qualified candidates is limited.

Substantially all of AGBA’s operations

are housed in one location.

If the facilities are damaged or rendered inoperable by natural or man-made disasters, AGBA’s business

may be negatively impacted.

The current headquarters adopts an open-office design

throughout the entire building to minimize overall expenses, promote collaborative culture, and create a more flexible workspace environment.

As a result, most of our operations currently

are housed in one building.

Certain of our subsidiaries compensate the Legacy Group for the use of their office space through existing

service agreements.

See “ Certain Transactions and Related Party Transactions — Certain Transactions of AGBA ”.

AGBA Tower, and our offices therein, could be harmed or rendered inoperable by natural or man-made disasters, including earthquakes,

fires, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, extreme weather conditions, medical

epidemics, and other natural or man-made disasters, pandemics, epidemics, or other business interruptions.

If due to such disaster

a significant portion of our team members must work remotely for an extended period, our business may be negatively impacted.

On January 25, 2022, we purchased an office

premise located at Kaiseng Commercial Centre, No 4 & 6, Hankow Road, Kowloon, Hong Kong from the Legacy Group for

a consideration of approximately US$8.0 million.

The purchase price was offset by the deduction of a previously paid earnest deposit

of US$7.2 million and partially settled by cash.

Our management used this office premises for rental purpose.

On July 20, 2023,

we sold this office premise to an independent third party for the purchase price of $6.13 million.

AGBA may not be able to identify or pursue

suitable acquisition or expansion opportunities or achieve optimal results in future acquisitions or expansions, and it may encounter

difficulties in successfully integrating and developing acquired assets or businesses.

To further grow its businesses and increase its

competitiveness and profitability, we intend to continue expanding its services and solutions in both Hong Kong and China.

been actively looking for acquisition or expansion opportunities that may be beneficial.

Over the past few years, Fintech has invested

in a number of companies in the fintech space, such as Tandem.

We will continue to seek opportunities for acquisition and expansion.

However, acquisitions or expansions may not be successfully completed, and we may not be able to find or consummate suitable acquisition

or expansion alternatives.

Any expansion of AGBA into China may also involve risks related to businesses operating in China.

If we successfully

complete any acquisition or expansion, it may raise financing, either in the capital markets or in the form of bank financing, to cover

all or part of the purchase price, which will lead to changes to our capital structure and may restrict us in other ways.

to the extent that any of these business initiatives are funded through the issuance of equity or convertible debt securities, the ownership

interest of our shareholders could be diluted.

We have acquired and may in the future acquire

other businesses or companies with advanced financial technologies, leading financial technology products, valuable intellectual property,

or other businesses or assets with capabilities and strategies that our management believes are complementary to and are likely to enhance

its businesses.

However, there can be no assurance that we will be able to identify attractive acquisition targets, negotiate favorable

terms, obtain necessary government approvals or permits, complete necessary registrations or filings, or obtain necessary funding to

complete these acquisitions on commercially acceptable terms, or at all.

Acquisitions and expansions involve numerous

risks, including potential difficulties in retaining and assimilating personnel, risks and difficulties associated with integrating the

operations and culture of AGBA, diversions of management attention and other resources, lack of experience and industry and market knowledge

of the new businesses, risks and difficulties associated with complying with laws and regulations related to the acquisitions and failure

to properly identify problems with acquisition targets through the due diligence process.

In addition, acquisitions and expansions may

significantly stretch our capital, personnel, and management resources and, as a result, we may fail to manage its growth effectively.

Any new acquisition or expansion plans may also result in its inheritance of debts and other liabilities, assumption of potential legal

liabilities in respect of the new businesses, and incurrence of impairment charges related to goodwill and other intangible assets, any

of which could harm our business, financial condition, and results of operations.

In particular, if any new businesses we acquire fail

to perform as expected, we may be required to recognize a significant impairment charge, which could materially and adversely affect

its business, financial condition, and results of operations.

There may also be established players in these sectors and markets that

enjoy significant market share, and it may be difficult for us to win market share from them.

Furthermore, some of the overseas markets

that we may target may have high barriers of entry for foreign players.

There can be no assurance that our acquisition or expansion plans

will be successful.

As a result, there can be no assurance that we will be able to realize the strategy behind an acquisition or expansion

plan, reach the desired level of operational integration, or achieve its investment return targets.

AGBA and its directors, management, and

employees currently are and may in the future be subject to litigation and regulatory investigations and proceedings, and any adverse

findings may have a material adverse effect on AGBA’s business, results of operations, financial condition, and prospects and harm

its reputation.

Many aspects of our business involve substantial

litigation and regulatory risks, and our members and management may be subject to claims and lawsuits in the ordinary course of their

business or in connection with the Legacy Group.

We are also, from time to time, subject to examinations, informal inquiries and investigations

by regulatory and other governmental agencies.

In the ordinary course of business, we are also subject to arbitration claims, lawsuits,

and litigation, either as plaintiff or defendant.

Actions brought against us may result in settlements,

injunctions, fines, penalties, or other results adverse to the directors, management, and employees that could harm its business, financial

condition, results of operations, and reputation.

Any action against our directors, management, and employees, even those without merit

and even if the relevant party is successful in defending itself against them, may cause us to incur significant costs, and could place

a strain on its financial resources, divert the attention of management from its core business, and harm its reputation.

A significant

judgment or regulatory action against our directors, management, and employees or a material disruption in the business of AGBA arising

from adverse adjudications in proceedings against its directors, officers or employees would have a material adverse effect on its liquidity,

business, financial condition, results of operations, reputation, and prospects.

As a publicly listed company, we are likely to

face additional exposure to claims and lawsuits.

These claims could divert management’s time and attention away from its business

and result in significant costs to investigate and defend, regardless of the merits of the claims.

In some instances, we may elect or

be forced to pay substantial damages if it is unsuccessful in its efforts to defend against these claims, which could harm its reputation,

business, financial condition, and results of operations.

We implement policies and conduct regular compliance

training designed to deter wrongdoing, promote honest and ethical conduct, and ensure the accuracy of financial statements and public

communications as well as compliance with applicable governmental laws, rules, and regulations.

However, there can be no assurance that

all of our directors, management, and employees will strictly abide by these rules and policies, or that we can effectively and timely

deter, detect, and remedy all misconduct.

Any gross misconduct by our directors, management, and employees, including, but not limited

to those in relation to commercial, labor, employment, financial, operational, accounting, auditing or securities matters, may lead to

investigations and/or litigation and have a material adverse impact on our business, financial condition and results of operations, and

harm its reputation.

We may not have sufficient insurance coverage

to cover our business risks.

We maintain insurance to cover its potential

exposure for claims and losses.

However, our insurance coverage may be inadequate or unavailable to protect us fully, and we may not

be able to acquire any coverage for certain types of risks such as business liability or service disruptions, and our coverage may not

be adequate to compensate us for all losses that may occur, particularly with respect to loss of business or operations.

disruption, litigation, regulatory action, outbreak of epidemic disease, or natural disaster could also expose us to substantial costs

and resource diversion.

There can be no assurance that our existing insurance coverage will be sufficient to prevent us from any loss

or that we will be able to successfully claim our losses on a timely basis, or at all.

If we incur any loss that is not covered by its

existing insurance policies, or the amount of compensation that it receives is significantly less than its actual loss, our business,

financial condition and results of operations could be materially and adversely affected.

Any failure to protect the intellectual

property rights of AGBA or its subsidiaries or to ensure the continuing right to own, use or license all intellectual property required

for its or their operations could impair AGBA’s ability to protect its proprietary technology and its brand.

Our success and ability to compete depends in

part upon its intellectual property.

As of the date of this report, our portfolio of intellectual property includes, primarily, domain

names and trademarks.

We are currently in the process of re-branding its business, and as part of this exercise, we are in the process

of obtaining domain names and trademark registrations for its new brands, such as “AGBA”, “AGBA Focus”, “AGBA

Perform” and “OnePlatform.” We primarily rely on copyright, trade secret and trademark laws, trade secret protection

and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights.

The steps that we take to secure, protect, and

enforce its current and future intellectual property rights may be inadequate.

We may not be able to obtain any further trademarks (including

those for “AGBA” and “OnePlatform”) or patents, our current intellectual property could be invalidated, our competitors

could design their products around our current technology, or we could lose access to third party intellectual property on which we may

In order to protect our intellectual property

rights, we may be required to spend significant resources to monitor and protect these rights.

Litigation brought to protect and enforce

our intellectual property rights could be costly, time consuming and distracting to our management and could result in the impairment

or loss of its intellectual property.

Furthermore, our efforts to enforce our intellectual property rights may be met with defenses,

counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights.

Accordingly, we may not

be able to prevent third parties from infringing upon or misappropriating its intellectual property.

Any failure to secure, protect and

enforce its intellectual property rights could substantially harm the value of our technology, products, brand, and business.

We may not be able to prevent others from

unauthorized use of our intellectual property, which could harm our business and competitive position.

We regard our trademarks, domain names, trade

secrets, and other intellectual property as critical to our business.

Unauthorized use of our intellectual property by third parties

may adversely affect our business and reputation.

We rely on a combination of intellectual property laws and contractual arrangements

to protect our proprietary rights.

It is often difficult to register, maintain, and enforce intellectual property rights in countries

or regions with less developed regulatory regimes or inconsistent and unreliable enforcement mechanisms.

Sometimes laws and regulations

are subject to interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation.

Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights in other countries

are uncertain and may afford little or no effective protection of our proprietary technology, and the risk of intellectual property misappropriation

may be higher in these countries.

Consequently, we may be unable to prevent its proprietary technology from being infringed or exploited

abroad, which could affect its ability to expand into international markets or require costly efforts to protect its technology.

in the process of obtaining new domain names and trademark registrations in connection with its ongoing re-branding efforts.

to promptly obtain such registrations or otherwise fully project such intellectual property may expose us to intellectual property related

risks, which may materially and adversely affect its business, financial condition and results of operations.

In addition, our contractual agreements, including

IP assignment arrangements in employment contracts, may be breached by counterparties, and there may not be adequate remedies available

to us for any such breach.

Accordingly, we may not be able to effectively protect its intellectual property rights or to enforce its

contractual rights in Hong Kong, China, or other jurisdictions in which we operate.

Detecting and preventing any unauthorized use

of our intellectual property is difficult and costly, and the steps has taken may be inadequate to prevent infringement or misappropriation

of its intellectual property.

If we resort to litigation to enforce or protect its intellectual property rights, such litigation could

result in substantial costs and a diversion of its managerial and financial resources.

There can be no assurance that we will prevail

in such litigation.

In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by,

its competitors, and, in that case, we would have no right to prevent others’ use of them.

We may be subject to intellectual property

infringement claims, which may be expensive to defend and may disrupt its business and operations.

There can be no certainty that the operations

or any aspects of our business do not or would not infringe upon or otherwise violate patents, copyrights, trademarks, or other intellectual

property rights held by third parties.

We may be subject to penalties, legal proceedings, and claims relating to the intellectual property

rights of others.

In addition, there may be other third-party intellectual property that is infringed by our solutions, services,

or other aspects of its business.

There could also be intellectual property rights that we are not aware of that our solutions or services

may inadvertently infringe.

To the extent that we seek to register any new intellectual property, there can be no assurance that such

applications will be approved, that any issued intellectual property rights would adequately protect our intellectual property, or that

such intellectual properties would not be challenged by third parties or found by competent authority to be invalid or unenforceable.

There can be no assurance that holders of patents

purportedly relating to some aspect of our technology platform or business, if any such holders exist, would not seek to enforce these

patents against us in Hong Kong, China, or any other jurisdictions.

Furthermore, the application and interpretation of PRC patent

laws and the procedures and standards for granting patents in the PRC are still evolving and are uncertain, and there can be no assurance

that PRC courts or regulatory authorities would agree with our analysis.

If we are found to have violated the intellectual property rights

of others, it may be subject to liability for its infringement activities or may be prohibited from using such intellectual property,

and it may incur licensing fees or be forced to develop alternatives of its own.

In addition, we may incur significant expenses, and

may be forced to divert management’s time and other resources from its business and operations to defend against these third-party infringement

claims, regardless of their merits.

Successful infringement or licensing claims made against us may result in significant monetary liabilities

and may materially disrupt its business and operations by restricting or prohibiting its use of the intellectual property in question,

which may materially and adversely affect its business, financial condition, and results of operations.

Additionally, registering, managing, and enforcing

intellectual property rights in the PRC is often difficult.

Statutory laws and regulations may not be applied consistently due to the

lack of clear interpretation guidance.

We have registered for certain trademarks in

Hong Kong, China, and Taiwan.

However, third parties may file applications to register the same or similar trademarks.

third parties may object its registrations, and the relevant trademark authority may not rule in our favor in such disputes.

If our trademarks

are revoked or otherwise canceled, we may be prohibited from using those trademarks in its business operations, and we may need to change

certain of its products logos, which may have an adverse effect on its business and operations.

We are party to a number of related party

transactions, which may result in interdependence or potential conflicts of interest.

In the ordinary course of their business, our

subsidiaries enter into transactions with related parties.

Related parties may be individuals (being members of key management personnel

and/or their close family members) or other entities and include entities which are under the significant influence of related parties

of the Group and the Legacy Group.

Such interdependence may mean that any material adverse changes in the operations or financial condition

of related parties could adversely affect our results of operations.

We expect that it will continue to enter into transactions with

related parties.

While we employ strong corporate governance provisions

and related party transaction policies that require such transaction to be conducted on an arm’s length basis, there can be no

assurance that relevant government regulators will make the same conclusion with respect to such transactions.

Further, there can be

no assurance that such related party transactions, if questioned, will not have an adverse effect on our business or results of operations.

We operate in a variety of heavily regulated

industries in Hong Kong and globally, which expose its business activities to risks of noncompliance with an increasing body of

complex laws and regulations.

Due to the heavily regulated nature of the industries

in which we operate, primarily the insurance, Mandatory Provident Fund (MPF), asset management and money lending industries, we are required

to comply with a wide array of Hong Kong laws and regulations that regulate, among other things, the manner in which they conduct

their businesses, which of our operating entities can provide certain services, and the fees that they may charge.

Governmental authorities

and various Hong Kong agencies, including, among others, the Insurance Authority, the Mandatory Provident Fund Authority, the Securities

and Futures Commission, and the Inland Revenue Department, have broad oversight and supervisory authority over us.

Because of the financial services that we offer

and deliver, we engage in the relevant service must be licensed in Hong Kong as well as all relevant jurisdictions that require

licensure and must comply with each such jurisdiction’s respective laws and regulations, as well as with judicial and administrative

decisions applicable to it.

Presently, in Hong Kong, we maintain Insurance Broker Licenses, HKSFC Licenses, and Money Lenders Licenses,

in addition to their business registrations with the Hong Kong Companies Registry.

In addition, these companies are currently subject

to a variety of, and may in the future become subject to additional, laws that are continuously evolving and developing, including laws

on advertising as well as privacy laws.

These licensing requirements and other regulations

directly impact our business and require ongoing compliance, monitoring, and internal and external audits as they continue to evolve

and may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions.

Subsequent changes to data

protection and privacy laws, for instance, could impact how we process personal information, and therefore limit the effectiveness of

its products or services or its ability to operate or expand its business, including limiting strategic partnerships that may involve

the sharing of personal information.

Both the scope of the laws and regulations and

the intensity of the supervision to which we are subject have increased over time, in response to financial crises as well as other factors

such as technological and market changes.

Regulatory enforcement and fines have also increased across the financial services sector in

Hong Kong and the other markets where we operate.

Our management expects that its business will remain subject to extensive regulation

and supervision.

These regulatory changes could result in an increase in our regulatory compliance burden and associated costs and place

restrictions on its operations.

Our failure to comply with applicable licensing requirements and relevant laws and regulations could

lead to, among other things:

loss of its licenses and approvals to engage in its

damage to its reputation in the industry;

governmental investigations and enforcement actions;

administrative fines and penalties and litigation;

civil and criminal liability, including class action

increased costs of doing business;

diminished ability to sell financial products;

Material performance problems, defects, or errors in our existing or new software, applications, and solutions

may arise and may result from the interface between solutions and systems and data that it did not develop, the function of which is

beyond its control, or defects and errors that were undetected in internal testing.

These types of defects and errors, and any failure

by us to identify and address them, could result in a loss of revenue or market share, diversion of development resources, harm to our

reputation and increased service and maintenance costs.

Defects or errors may discourage existing or potential customers from utilizing

our solutions.

Correcting these types of defects or errors could prove to be impossible or impracticable.

The costs incurred in correcting

any defects or errors may be substantial and could have a material adverse effect on our business, financial condition, and results of

rely on our business relationships with product issuers and the success of those product issuers, and the future development depends,

in part, on the growth of such product issuers and their continued collaboration.

Platform Business relies, in part, on financial products provided by certain banks, insurance companies, or other companies that offer

financial products (product issuers).

Our management team believes that establishment of business relationships with major product issuers

such as MassMutual Asia Limited, Prudential Hong Kong Limited, and Zurich International Life Limited, which facilitates our ability

to provide a wide variety of products to satisfy customers’ needs and enables it to negotiate favorable terms with such product

issuers, to the benefit of its customers, contributes to its current success.

The long-term business relationships that the Platform

Business has established with major product issuers are formed on the basis of the terms of business, broker contracts, and/or conditions

issued by the product issuer(s) setting out the terms and conditions upon which product issuer(s) are prepared to accept business

referred or introduced to them.

However, there is no assurance that the Platform Business will succeed in maintaining existing and/or

establishing new, strategic relationships with product issuers.

If the Platform Business cannot maintain and/or establish such relationships,

it and its subsidiaries’ access to similar financial products may be restricted, and their business, operations, and financial

position may, in turn, be adversely affected.

Platform Business’s future development depends, in part, on the growth of such product issuers, on their continued development

of new financial products, and on their continued collaboration.

Failure by such product issues to continue to sell new financial products

may, in turn, limit our ability to offer such products to their customers.

There can be no assurance that if any product issuer discontinued

its business or ceased to collaborate with us could find replacement products on comparable terms, or at all.

If the Platform Business

cannot maintain its current pipeline of products from product issuers, it and its subsidiaries’ access to similar financial products

may be restricted, and their business, operations, and financial position may, in turn, be adversely affected.

property agency segment of the Platform Business has historically operated on thin margins, which expose it to risk of non-profitability

and recent trends have caused the segment to be loss-making.

property agency segment of the Platform Business, run by OnePlatform International Property Limited (“ OIP ”), has historically

operated with thin profit margins.

In accordance with its contracts with property developers and agreements with its own staff, commission

income from OIP’s operations is dispersed broadly among both the consultancy force and salespersons, often equaling up to 50% of

the commission.

This significant split of commission income has historically resulted in marginal profit for OIP.

recent years, the segment has been loss-making and was supported by intercompany loans.

While our management intends to generate sufficient

cash flows from the segment to repay such intercompany loans and create positive profit margins, there can be no assurance that the property

agency segment of the Platform Business will be able to generate such cash flows now or in the future.

Without a change in the commission

sharing mechanism or optimization of the segment’s operating costs, the property agency segment’s ability to achieve additional

profits may be limited.

There can be no assurance that OIP will be able to achieve changes in commission sharing or optimization of operating

costs to sufficient levels, or at all.

In addition, given the competitive environment in which OIP operates, there also can be no guarantee

that such changes would not create a loss of engagement with property developers and salespersons.

Such disruptions to the property agency

segment of the Platform Business could have negative effects on its business, financial condition, results of operations, and prospects.

Company relies on third parties for various aspects of its business and the services and solutions that it offers.

The Company’s

business, results of operations, financial condition, and reputation may be materially and adversely affected if these third parties

do not continue to maintain or expand their relationship with the Company, or if they fail to perform in accordance with the terms of

their relevant contracts.

rely on third parties for various aspects of its business and the solutions they offer.

For example, we rely on computer hardware, software,

and cloud services, internet and telecommunication services, and third-party supplied data.

We expect to continue to rely on these

third parties to supplement its capabilities for a significant period, if not indefinitely.

Therefore, we need all of these parties to

function in a flawless and timely manner in order to conduct its business.

However, there can be no assurance that these third parties

will provide their support properly or in a cost-effective manner or that the third party-supplied data we rely on will be

complete, accurate, or reliable.

In the event of problems with any of these third-party providers, transitioning to new providers

may disrupt our business and increase costs.

any of the third-party service providers fail to perform properly, there can be no assurance that we would be able to find suitable replacement

suppliers on commercially reasonable terms on a timely basis, or at all.

The third-party service providers may carry out their business

in an inappropriate manner or in violation of regulations or laws.

Any of such occurrences could diminish our ability to operate or damage

its business reputation, or cause it regulatory or financial harm, any of which could negatively affect our business, financial condition,

and results of operations.

number of our business partners are commercial banks and other financial institutions that are highly regulated, and the tightening of

laws, regulations, or standards in the financial services industry could harm its business.

number of our business partners are commercial banks and other financial institutions that are highly regulated and must comply with

complex and changing government regulations and industry standards, which are subject to significant changes, in the various jurisdictions

in which they operate.

Global, regional, or local regulatory developments, including those in respect of consumer protection, credit

availability, risk management, and data privacy, could adversely affect our customers or otherwise result in a reduction in the volume

and frequency of its business transactions.

financial institution partners must sometimes include restrictive provisions in their contracts with service providers, with respect

to security and privacy, ongoing monitoring, risk management, and other limitations.

These provisions may increase our costs, limit the

scope of the solutions we offer, or otherwise restrict customer access.

In addition, our customers may have less capacity or incentive

to purchase solutions from us, may pass on their increased costs to us, or may cease to use certain of our solutions.

As aspects of our

business employ a broker-based model, any reduction of transactions by our partners may materially and adversely affect our business

and results of operations.

a result of such laws and regulations, certain of our business partners have had, or will have, to adjust their business practices in

ways that reduce their use of our solutions, and these types of changes in response to regulatory developments may adversely affect our

business, result of operations, and financial conditions.

increases and decreases in the number of transactions by the Company’s clients can have a material negative effect on the Company’s

profitability and its ability to efficiently process and settle transactions.

volatility in the number of client transactions and rebalancing activity may result in operational problems such as a higher incidence

of failures to deliver services and errors in processing transactions, and such volatility may also result in increased personnel and

related processing costs.

We may experience adverse effects on its profitability resulting from significant reductions in product sales

and may encounter operational problems arising from unanticipated high transaction volume because we are not able to control such fluctuations.

addition, significant transaction volume could result in inaccurate books and records, which would expose us to disciplinary action by

governmental agencies and other relevant regulators.

operate in a variety of heavily regulated industries in Hong Kong and globally, which expose its business activities to risks of

noncompliance with an increasing body of complex laws and regulations.

to the heavily regulated nature of the industries in which we operate, primarily the insurance, Mandatory Provident Fund (“ MPF ”),

asset management and money lending industries, we are required to comply with a wide array of Hong Kong laws and regulations that

regulate, among other things, the manner in which they conduct their businesses, which of our operating entities can provide certain

services, and the fees that they may charge.

Governmental authorities and various Hong Kong agencies, including, among others, the

Insurance Authority, the Mandatory Provident Fund Authority, the Securities and Futures Commission, and the Inland Revenue Department,

have broad oversight and supervisory authority over us.

of the financial services that we offer and deliver, we engage in the relevant service must be licensed in Hong Kong as well as

all relevant jurisdictions that require licensure and must comply with each such jurisdiction’s respective laws and regulations,

as well as with judicial and administrative decisions applicable to it.

Presently, in Hong Kong, we maintain Insurance Broker Licenses,

HKSFC Licenses, and Money Lenders Licenses, in addition to their business registrations with the Hong Kong Companies Registry.

addition, these companies are currently subject to a variety of, and may in the future become subject to additional, laws that are continuously

evolving and developing, including laws on advertising as well as privacy laws.

licensing requirements and other regulations directly impact our business and require ongoing compliance, monitoring, and internal and

external audits as they continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement

and sanctions.

Subsequent changes to data protection and privacy laws, for instance, could impact how we process personal information,

and therefore limit the effectiveness of its products or services or its ability to operate or expand its business, including limiting

strategic partnerships that may involve the sharing of personal information.

the scope of the laws and regulations and the intensity of the supervision to which we are subject have increased over time, in response

to financial crises as well as other factors such as technological and market changes.

Regulatory enforcement and fines have also increased

across the financial services sector in Hong Kong and the other markets where we operate.

Our management expects that its business

will remain subject to extensive regulation and supervision.

These regulatory changes could result in an increase in our regulatory compliance

burden and associated costs and place restrictions on its operations.

Our failure to comply with applicable licensing requirements and

relevant laws and regulations could lead to, among other things:

loss of its licenses and

approvals to engage in its businesses;

damage to its reputation

in the industry;

governmental investigations

and enforcement actions;

administrative fines and

penalties and litigation;

civil and criminal liability,

including class action lawsuits;

increased costs of doing

diminished ability to sell

financial products;

inability to raise capital;

inability to execute on its business strategy, including

its growth plans.

As applicable licensing requirements and laws

evolve, it may be more difficult for our management to identify these developments comprehensively, to interpret changes accurately,

and to train our employees effectively with respect to these laws and regulations.

These difficulties potentially increase our exposure

to the risks of noncompliance with these licensing requirements, laws, and regulations, which could be detrimental to its business.

addition, a failure to adequately vet and supervise our clients, service providers and vendors, to the extent they are covered by such

licensing requirements, laws, and regulations, may also have these negative results.

To resolve issues raised in examinations or other

governmental actions, we or certain of our subsidiaries may be required to take various corrective actions, including changing certain

business practices, making refunds or taking other actions that could be financially or competitively detrimental to it.

Our management

expects to continue to incur costs to comply with governmental regulations.

In addition, certain legislative actions and judicial decisions

can give rise to the initiation of lawsuits against us for activities that it has conducted in the past.

We have been, and its management

expects it to continue to be, subject to regulatory enforcement actions and private causes of action from time to time with respect to

its compliance with applicable laws and regulations.

Although we have systems and procedures directed

to comply with these legal and regulatory requirements, there can be no assurance that more restrictive laws and regulations will not

be adopted in the future, or that governmental bodies or courts will not interpret existing laws or regulations in a more restrictive

manner, which could render its current business practices non-compliant or which could make compliance more difficult or expensive.

of these, or other, changes in laws or regulations could have a detrimental effect on us and its results of operations.

We are subject to evolving regulatory requirements,

and failure to comply with these regulations or to adapt to regulatory changes could materially and adversely affect its operations,

business, and prospects.

Many of our aspects, including brokerage and

technology services to individual investors, banks, and insurance companies, insurance loss adjustment services, online publication services

relating to financial product information, facilitating consumer lending products for banks and online small loan companies, managing

and distributing various asset management products, and electronic certification services are subject to supervision and regulation by

various governmental authorities in Hong Kong or in other jurisdictions where we operate.

As we continue to expand its solutions and

product offerings, the group may be subject to new and more complex regulatory requirements.

We are also required to comply with applicable

laws and regulations in relevant jurisdictions to protect the privacy and security of its customers’ information.

Legal and regulatory

restrictions may delay, or possibly prevent, some of our solutions or services from being offered, which may have a material adverse

effect on its business, financial condition, and results of operations.

Violation of laws and regulations may also result in severe penalties,

confiscation of illegal income, revocation of licenses and, under certain circumstances, criminal prosecution.

For example, the regulatory framework governing

financial technology services is unclear and evolving.

New laws or regulations may be promulgated, which could impose new requirements

or prohibitions that render our current operations or technologies non-compliant.

In addition, due to uncertainties and complexities

of the regulatory environment, it cannot be assured that regulators will interpret laws and regulations the same way as we do, or that

we will always be in full compliance with applicable laws and regulations.

To remedy any violations, we may be required to modify its

business models, solutions, and technologies in ways that render its solutions less appealing to potential customers.

We may also become

subject to fines or other penalties, or, if we determine that the requirements to operate in compliance are overly burdensome, it may

elect to terminate potentially non-compliant operations.

In each such case, our business, financial condition and results of operations

may be materially and adversely affected.

We may be adversely affected by the complexity,

uncertainties, and changes in regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses,

or permits applicable to our business may have a material adverse effect on its business and results of operations.

The Hong Kong government extensively regulates

the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the industry.

These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant

uncertainties.

As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in

violation of applicable laws and regulations.

The interpretation and application of existing

Hong Kong laws, regulations and policies, and possible new laws, regulations, or policies, including those relating to the internet

industry, have created substantial uncertainties regarding the legality of existing and future foreign investments in, and our businesses

and activities.

There can be no assurance that we have obtained all the permits or licenses required for conducting its business

or that it will be able to maintain or update its existing licenses or obtain new ones.

If a government authority considers that we were

operating without the proper approvals, licenses, or permits or promulgates new laws and regulations that require additional approvals

or licenses or imposes additional restrictions on the operation of any part of its business, it may levy fines, confiscate our income,

revoke its business licenses, and/or require us to discontinue its relevant business or impose restrictions on the affected portion of

its business.

inability to execute on

its business strategy, including its growth plans.

applicable licensing requirements and laws evolve, it may be more difficult for our management to identify these developments comprehensively,

to interpret changes accurately, and to train our employees effectively with respect to these laws and regulations.

These difficulties

potentially increase our exposure to the risks of noncompliance with these licensing requirements, laws, and regulations, which could

be detrimental to its business.

In addition, a failure to adequately vet and supervise our clients, service providers and vendors, to

the extent they are covered by such licensing requirements, laws, and regulations, may also have these negative results.

resolve issues raised in examinations or other governmental actions, we or certain of our subsidiaries may be required to take various

corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or

competitively detrimental to it.

Our management expects to continue to incur costs to comply with governmental regulations.

certain legislative actions and judicial decisions can give rise to the initiation of lawsuits against us for activities that it has

conducted in the past.

We have been, and its management expects it to continue to be, subject to regulatory enforcement actions and private

causes of action from time to time with respect to its compliance with applicable laws and regulations.

we have systems and procedures directed to comply with these legal and regulatory requirements, there can be no assurance that more restrictive

laws and regulations will not be adopted in the future, or that governmental bodies or courts will not interpret existing laws or regulations

in a more restrictive manner, which could render its current business practices non-compliant or which could make compliance more difficult

or expensive.

Any of these, or other, changes in laws or regulations could have a detrimental effect on us and its results of operations.

are subject to evolving regulatory requirements, and failure to comply with these regulations or to adapt to regulatory changes could

materially and adversely affect its operations, business, and prospects.

of our aspects, including brokerage and technology services to individual investors, banks, and insurance companies, insurance loss adjustment

services, online publication services relating to financial product information, facilitating consumer lending products for banks and

online small loan companies, managing and distributing various asset management products, and electronic certification services are subject

to supervision and regulation by various governmental authorities in Hong Kong or in other jurisdictions where we operate.

As we continue

to expand its solutions and product offerings, the group may be subject to new and more complex regulatory requirements.

are also required to comply with applicable laws and regulations in relevant jurisdictions to protect the privacy and security of its

customers’ information.

Legal and regulatory restrictions may delay, or possibly prevent, some of our solutions or services from

being offered, which may have a material adverse effect on its business, financial condition, and results of operations.

laws and regulations may also result in severe penalties, confiscation of illegal income, revocation of licenses and, under certain circumstances,

criminal prosecution.

example, the regulatory framework governing financial technology services is unclear and evolving.

New laws or regulations may be promulgated,

which could impose new requirements or prohibitions that render our current operations or technologies non-compliant.

In addition, due

to uncertainties and complexities of the regulatory environment, it cannot be assured that regulators will interpret laws and regulations

the same way as we do, or that we will always be in full compliance with applicable laws and regulations.

To remedy any violations, we

may be required to modify its business models, solutions, and technologies in ways that render its solutions less appealing to potential

We may also become subject to fines or other penalties, or, if we determine that the requirements to operate in compliance

are overly burdensome, it may elect to terminate potentially non-compliant operations.

In each such case, our business, financial condition

and results of operations may be materially and adversely affected.

may be adversely affected by the complexity, uncertainties, and changes in regulation of internet-related businesses and companies, and

any lack of requisite approvals, licenses, or permits applicable to our business may have a material adverse effect on its business and

results of operations.

Hong Kong government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements

pertaining to, companies in the industry.

These internet-related laws and regulations are relatively new and evolving, and their

interpretation and enforcement involve significant uncertainties.

As a result, in certain circumstances it may be difficult to determine

what actions or omissions may be deemed to be in violation of applicable laws and regulations.

interpretation and application of existing Hong Kong laws, regulations and policies, and possible new laws, regulations, or policies,

including those relating to the internet industry, have created substantial uncertainties regarding the legality of existing and future

foreign investments in, and our businesses and activities.

There can be no assurance that we have obtained all the permits or licenses

required for conducting its business or that it will be able to maintain or update its existing licenses or obtain new ones.

If a government

authority considers that we were operating without the proper approvals, licenses, or permits or promulgates new laws and regulations

that require additional approvals or licenses or imposes additional restrictions on the operation of any part of its business, it may

levy fines, confiscate our income, revoke its business licenses, and/or require us to discontinue its relevant business or impose restrictions

on the affected portion of its business.

Any of these actions may have a material adverse effect on our business and results of operations.

Uncertainties in the interpretation and

enforcement of Hong Kong laws and regulations could limit the legal protections available to us and our investors.

Hong Kong laws and regulations concerning

the internet-related and financial services industries are developing and evolving.

Although we have taken measures to comply with

the laws and regulations applicable to its business operations and to avoid conducting any non-compliant activities under these

laws and regulations, governmental authorities may promulgate new laws and regulations regulating the internet-related and financial

services industries.

Uncertainties

in the interpretation and enforcement of Hong Kong laws and regulations could limit the legal protections available to us and our

laws and regulations concerning the internet-related and financial services industries are developing and evolving.

have taken measures to comply with the laws and regulations applicable to its business operations and to avoid conducting any non-compliant activities

under these laws and regulations, governmental authorities may promulgate new laws and regulations regulating the internet-related and

financial services industries.

There can be no assurance that our operations would not be deemed to violate any such new laws or regulations.

developments in the internet-related industries and financial services industry may lead to changes in existing laws, regulations,

and policies in Hong Kong, or in the interpretation and application of existing laws, regulations, and policies, which in turn may

limit or restrict us and could materially and adversely affect its business and operations.

Fluctuations in exchange rates could have

a material adverse effect on our results of operations and the price of the Company’s shares.

The value of the Hong Kong dollar against

Dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions

in Hong Kong and China and by Hong Kong and China’s foreign exchange policies.

Presently, the value of the Hong Kong

dollar is pegged to the U.S.

However, on July 21, 2005, the PRC government changed its decade-old policy of pegging

the value of the Renminbi to the U.S.

Dollar, and the Renminbi appreciated more than 20% against the U.S.

Dollar over the following

Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and

Dollar remained within a narrow band.

Since June 2010, the Renminbi has fluctuated against the U.S.

times significantly and unpredictably.

On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed

the regular five-year review of the basket of currencies that make up its Special Drawing Rights, or the SDR, and decided that with

effect from October 1, 2016, the Renminbi is considered to be a freely usable currency and will be included in the SDR basket as

a fifth currency, along with the U.S.

Dollar, the Euro, the Japanese yen and the British pound.

With the development of the foreign

exchange market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce

further changes to its exchange rate system.

Given the political uncertainty surrounding Hong Kong, there can be no assurance that

the Hong Kong dollar will remain pegged to the U.S.

Dollar and that it will not appreciate or depreciate significantly in value

against the U.S.

Dollar in the future.

It is difficult to predict how market forces or Hong Kong, PRC, or U.S.

policies may affect the exchange rate between the Hong Kong dollar and the U.S.

Dollar in the future.

Substantially all of our revenue and costs are

denominated in Hong Kong dollars.

Any significant revaluation of the Hong Kong dollar may have a material and adverse effect

on an investment in the Company.

For example, to the extent that the Company needed to convert U.S.

Dollars received from the Business

Combination or other capital markets transactions or borrowings outside Hong Kong into Hong Kong dollars for operations, appreciation

of the Hong Kong dollar against the U.S.

Dollar would have an adverse effect on the amount the Company would receive from the

Conversely, if the Company decided to convert its Hong Kong dollars into U.S.

Dollars for the purpose of making

payments for dividends on its ordinary shares or for other business purposes, appreciation of the U.S.

Dollar against the Hong Kong

dollar would have a negative effect on the U.S.

Dollar amount available to the company.

We face risks related to natural disasters,

health epidemics, civil and social disruption and other outbreaks, which could significantly disrupt its operations.

We are vulnerable to natural disasters and other

Fire, floods, typhoons, earthquakes, power losses, telecommunications failures, break-ins, wars, riots, terrorist attacks,

strikes, civil or social disruption (including protests in Hong Kong in June 2019) or similar events may give rise to server

or service interruptions, breakdowns, system failures, technology platform failures, employee issues, or internet failures, which could

cause the loss or corruption of data or malfunctions of software or hardware, as well as adversely affect our ability to maintain its

financial platform and provide its solutions to customers.

Our business could also be adversely affected by the effects of COVID-19,

Ebola virus disease, Zika virus disease, various forms of influenza, Severe Acute Respiratory Syndrome or SARS, or other epidemics.

Our business, results of operations, financial

conditions, and prospects could also be adversely affected to the extent that any natural disasters, health epidemics, civil and social

disruption and other outbreaks harm the Hong Kong, Chinese, or global economy in general.

Russia’s invasion of Ukraine may

present risks to our operations and investments.

Russia’s recent military interventions

in Ukraine have led to, and may lead to, additional sanctions being levied by the United States, European Union and other countries

against Russia.

Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets

and thus could affect the value of our investments, even though we do not have any direct exposure to Russia or the adjoining geographic

The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could

be substantial.

Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described

in this section.

We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are

rapidly developing and beyond their control.

Prolonged unrest, intensified military activities, or more extensive sanctions impacting

the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on

our operations, results of operations, financial condition, liquidity and business outlook.

Risks Related to Our Shares

Our share price has been, and could continue

to be, volatile.

There has been significant volatility in the

market price and trading volume of equity securities, which may be unrelated to the financial performance of the companies issuing the

These broad market fluctuations could negatively affect the market price of our stock.

The market price and volume of our

ordinary shares could fluctuate, and in the past has fluctuated, more dramatically than the stock market in general.

During the 12 months

ended December 31, 2023, the market price of our ordinary shares has ranged from a high of $5.25 per share to a low of $0.37 per share.

Shareholders may not be able to resell their shares at or above the price they paid for them due to fluctuations in the market price

of our stock caused by changes in our operating performance or prospects or other factors.

Some factors, in addition to the other risk

factors identified above, that could have a significant effect on our stock market price include, but are not limited to, the following:

actual or anticipated fluctuations in our operating

results or future prospects;

our announcements or our competitors’ announcements

of new services;

the public’s reaction to our press releases,

our other public announcements and our filings with the SEC;

strategic actions by us or our competitors, such as

acquisitions or restructurings;

new laws or regulations or new interpretations of

existing laws or regulations applicable to our business;

changes in accounting standards, policies, guidance,

interpretations, or principles;

changes in our growth rates or our competitors’

growth rates;

developments regarding our patents or proprietary

rights or those of our competitors;

our inability to raise additional capital as needed;

concerns or allegations as to the safety or efficacy

of our products;

changes in financial markets or general economic conditions;

sales of shares by us or members of our management

team, our significant shareholders, or certain institutional shareholders;

changes in stock market analyst recommendations or

earnings estimates regarding our stock, other comparable companies or our industry generally.

Shareholders could experience substantial

dilution of their investment as a result of future sales of our equity, subsequent exercises of our outstanding warrants and options,

or the future grant of equity by us.

We may choose to raise additional capital from

time to time, even if we believe we have sufficient funds for our current or future operating plans.

To the extent that we raise additional

funds through the future sale of equity or convertible securities, the issuance of such securities will result in dilution to our stockholders.

The price per share at which we sell additional ordinary shares, or securities convertible or exchangeable into ordinary shares, in future

transactions may be higher or lower than the price per ordinary share paid by investors in the offering.

Investors purchasing shares

or other securities in the future could have rights superior to existing stockholders.

In addition, shareholders could experience substantial

dilution of their investment as a result of subsequent exercises of outstanding warrants, or the grant of future equity-based awards.

As of December 31, 2023, an aggregate of 1,309,728 ordinary shares were reserved for issuance under our equity incentive plans, and 4,825,000

ordinary shares were subject to warrants at an exercise $11.50 per share.

To the extent that outstanding warrants are exercised, our

existing shareholders could experience dilution.

We rely on equity awards to motivate current

employees and to attract new employees.

The grant of future equity awards by us to our employees and other service providers could further

dilute our shareholders’ interests in the Company.

Because we do not intend to pay cash dividends,

our stockholders will benefit from an investment in our ordinary shares only if it appreciates in value.

We intend to retain our future earnings, if any,

to finance the expansion of our business and do not expect to pay any cash dividends in the foreseeable future.

As a result, the success

of an investment in our ordinary shares will depend entirely upon any future appreciation.

There is no guarantee that our ordinary shares

will appreciate in value or even maintain the price at which our shareholders purchased their shares.

If securities or industry analysts do not

publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.

The trading market for our ordinary shares will

depend on the research and reports that securities or industry analysts publish about us or our business.

We do not have any control

over these analysts.

There can be no assurance that analysts will cover us or provide favorable coverage.

If one or more of the analysts

who cover us downgrade our stock or change their opinion of our stock, our share price would likely decline.

If one or more of these

analysts cease coverage of the Company or fail to regularly publish reports on the Company, we could lose visibility in the financial

markets, which could cause our share price or trading volume to decline.

Moreover, developments in the internet-related industries and financial services industry may lead to changes in existing laws,

regulations, and policies in Hong Kong, or in the interpretation and application of existing laws, regulations, and policies, which

in turn may limit or restrict us and could materially and adversely affect its business and operations.

Factors Relating to the Business and Operations of Triller Corp.

has a limited operating history and has experienced fluctuations in its results of operations due to the nature of its business and a

number of factors, which makes it difficult to forecast its revenue and evaluate its business and future prospects.

ability to forecast its future results of operations and plan for and model future growth is limited.

Triller has a limited operating

history which makes it difficult to predict its results of operations.

In addition, Triller’s results of operations may fluctuate

from quarter to quarter as a result of the nature of its business and a number of factors, many of which are outside of Triller’s

control and may be difficult to predict.

For example, Triller hosts Events under its Bareknuckle Fighting Championships (“ BKFC ”)

offerings which may lead to outsized revenue for one quarter compared to other quarters.

Some additional factors that affect our results

include, but are not limited to:

the level of demand for

Triller’s Technology Platform and Events;

its ability to retain existing

or add new Creators and Brands;

its ability to successfully

integrate companies and assets it has acquired and in the future may acquire into its business;

the timing and success

of new features, integrations, capabilities and enhancements by Triller to its products or by its competitors to their products;

changes in the competitive

landscape of Triller’s market;

Triller’s ability

to achieve widespread acceptance and use of its Technology Platform;

errors in Triller’s

forecasting of the demand for its Triller app, Technology Platform offerings and Events, which could lead to lower revenue, increased

costs or both;

the amount and timing of

operating expenses and capital expenditures, as well as entry into operating leases, that Triller may incur to maintain and expand

its business and operations and to remain competitive;

the timing of expenses

and recognition of revenue;

security breaches, technical

difficulties or interruptions to its Technology Platform resulting in service level agreement credits;

adverse litigation judgments,

other dispute-related settlement payments or other litigation-related costs;

regulatory fines;

changes in, and continuing

uncertainty in relation to, the legislative or regulatory environment;

legal and regulatory compliance

costs in new and existing markets;

the number of new employees

added and employee turnover;

the timing of the grant

or vesting or settlement of equity awards to employees, directors or consultants;

the timing of the conversion

of Triller’s outstanding convertible securities or when our outstanding debt may become due or payable;

the availability of content

for licensing for use by Creators on its Technology Platform;

pricing pressure as a result

of competition or otherwise;

costs and timing of expenses

related to the acquisition of businesses, talent, technologies or intellectual property, including potentially significant amortization

costs and possible write-downs;

general economic conditions

in either domestic or international markets, including geopolitical uncertainty and instability.

one or more of the factors above may result in significant fluctuations in Triller’s quarterly results of operations.

not rely on Triller’s past results as an indicator of our future performance.

The variability and unpredictability of Triller’s

quarterly results of operations or other operating metrics could result in its failure to meet its expectations or those of analysts

that cover it or investors with respect to revenue or other key metrics for a particular period.

If Triller fails to meet or exceed such

expectations for these or any other reasons, Triller could face costly lawsuits, including securities class action suits.

addition, there has been historically a high failure rate among early-stage companies.

Early-stage companies face a number of risks,

including, among others, the ability to effectively implement a growth strategy, counter and respond to actions by competitors, maintain

adequate control of expenses and achieve market acceptance.

Triller’s future performance will depend upon a number of factors,

including its ability to successfully implement, launch, and achieve market acceptance of its Technology Platform and offerings to anticipate

and manage the risks associated therewith.

Triller has encountered and expects to continue to encounter risks and uncertainties frequently

experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein.

We cannot assure

you that we will successfully address any of these factors, and our failure to do so could have a material adverse effect on our business,

financial condition, results of operations and future prospects.

has an unproven and evolving business model and the Company cannot provide any assurance that Triller will generate significant revenues

or operating profit.

current business model is unproven and evolving and the scale and profit potential, if any, is unknown at this time.

Management has spent

significant time developing and refining its business model in an effort to increase revenue and gain market share.

To date Triller’s

efforts to create a profitable business model have not succeeded and there is no guarantee that it will achieve scale or profitability.

Triller is subject to all of the risks inherent in the creation of a new business.

Its ability to achieve scale and profitability is

dependent, among other things, its ability to retain or add new users, Creators and Brands to our Technology Platform, its ability to

gain acceptance of our Technology Platform and on Triller’s ability to successfully integrate companies it has acquired and in

the future may acquire into its business.

has various financial obligations which have come due in the past six months and are coming due over the next twelve months and it may

not be able to meet its cash obligations as those amounts come due.

has various financial obligations which have come due in the past six months and are coming due over the next twelve months.

may not have sufficient cash on hand to satisfy these obligations or may be unable to meet its cash obligations as they become due, which

would materially harm Triller’s financial condition and liquidity as well as its reputation.

loss of a large customer could have an adverse effect on Triller’s business.

of December 31, 2024, Triller had one customer that comprised approximately 20% of consolidated accounts receivable.

As of December

31, 2023, Triller had one customer that comprised over 27% of consolidated accounts receivable.

During the years ended December 31,

2024 and 2023, Triller had a single customer, All Elite Wrestling, a customer of TrillerTV, which accounted for approximately 24% and

19% of Triller’s consolidated revenue, respectively.

Pursuant to Triller’s distribution agreement with All Elite Wrestling

(“ AEW ”), TrillerTV holds a non-exclusive, non-transferable right to distribute certain audiovisual programs that are

owned or controlled by AEW on TrillerTV’s distribution platform within the US and UK.

In consideration for such rights and pursuant

to Triller’s distribution agreement, TrillerTV pays AEW a fixed percentage of all net revenues generated through the distribution

of such media (which usually occur through pay-per-view sales).

In addition, the distribution agreement grants TrillerTV the right to

distribute and sell certain of AEW’s branded wrestling programs as a monthly subscription service via Triller’s distribution

platforms outside of the United States, United Kingdom and other territories in return for a fixed percentage of all revenue collected

by TrillerTV in connection therewith.

The distribution agreement automatically renews for successive one year periods and may be terminated

by either party upon the delivery of 30 days’ notice.

manages its exposure to credit risk by performing ongoing evaluation of its customers’ credit worthiness and the amount of credit

extended to them.

Customers of this size may divert management’s attention from other operational matters and pull resources from

other areas of the business, resulting in potential loss of revenue from other customers.

The loss of, or significant curtailment of

purchases by, any one or more of Triller’s larger customers could have a material adverse effect on its operating results.

Non-compliance

with the objective and subjective criteria for the Paycheck Protection Program (“PPP”) loan could have a material adverse

effect on Triller’s business.

April 10, 2020, Triller Inc.

received a PPP Loan from First Choice Bank, in the aggregate amount of $1,556,000, pursuant to the

PPP under Division A, Title I of the CARES Act, which was enacted March 27, 2020.

The PPP Loan, which was in the form of a note

dated April 10, 2020 issued by First Choice Bank, which matured on April 13, 2022, and bore interest at a rate of 1% per annum,

payable monthly commencing on the fifth calendar day of the seventh month following the date of first disbursement.

The PPP Loan permitted

prepayment by Triller at any time prior to maturity with no prepayment penalties.

Funds from the PPP Loan could only be used for payroll

costs, any payment of interest on a covered mortgage obligation, any payment on a covered rent obligation, or any covered utility incurred

during the 8-week period beginning on the date of first disbursement of this loan.

Triller used the entire PPP Loan amount for what it

considered to be qualifying expenses, under the current guidance as promulgated by the U.S.

Small Business Administration (the “ SBA ”).

Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in

the CARES Act.

The PPP Loan was forgiven by the First Choice Bank on July 28, 2021.

In January 2025, the SBA made a final loan review

After review of the documentation provided, the SBA has recalculated Triller Inc.’s maximum eligible PPP loan amount

and limited forgiveness to the eligible amount to $407,251.77.

order to apply for the PPP Loan, Triller were required to certify, among other things, that the current economic uncertainty made the

PPP Loan request necessary to support Triller’s ongoing operations.

If the SBA determines that Triller were ineligible to receive

the PPP Loan or determines that Triller did not comply with requirements after receiving the PPP Loan, Triller may be required to repay

the PPP Loan in its entirety and/or be subject to additional penalties and adverse publicity, which could have a material adverse effect

on Triller’s business, results of operations, and financial condition.

the Company’s goodwill or intangible assets become impaired, the Company may be required to record an additional significant charge

significant decline in the Company’s expected future cash flows, a significant adverse change in the business climate, slower economic

growth or a significant and sustained decline in the value of Triller’s common stock, any or all of which could be materially impacted

by many of the risk factors discussed herein, may necessitate Triller’s taking charges in the future related to the impairment

of its goodwill.

Future regulatory actions could also have a material impact on assessments of goodwill for impairment.

were to conclude that a future write-down of its goodwill is necessary, Triller would record the appropriate charge, which could

have a material adverse effect on its results of operations.

Triller reviews its goodwill for impairment annually and at any time upon

the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of goodwill may not be recoverable.

If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount

exceeds the fair value of the assets would be recognized.

Any impacts to Triller’s business, including macroeconomic conditions

such as rising interest rates and fluctuations in markets, could result in impairments and significant charges to earnings.

is not in compliance with the payment obligations of a significant number of its significant music licensing agreements and agreements

with other vendors and counterparties.

is not in compliance with the payment obligations of a significant number of its contracts with certain of its counterparties, including

with respect to its music licenses, as a result of its inability to make certain fee payments required pursuant to such agreements or

its failure to make such payments on time.

In addition to being behind on payments to music licensing counterparties, Triller is overdue

on payments to other parties and vendors, including but not limited to those providing Triller with engineering, marketing and legal

These amounts currently exceed Triller’s cash balance and Triller currently has obligations, that could impact its ability

to obtain financing in the future.

If Triller is not able to obtain sufficient financing to satisfy these obligations it may be unable

to pay its obligations when they come due.

Triller also has payments due to certain of its landlords at its rented facilities.

further affect Triller’s ability to remain solvent and pay its obligations when they come due, including under existing litigation

settlement obligations and new adverse judgments.

Triller is currently working with its partners and counterparties and/or negotiating the terms of these various agreements, if Triller

is unsuccessful in renegotiating these agreements or receiving waivers of the due date of payments required thereunder, its partners

and vendors could terminate these agreements and require Triller to make these fee payments in their entirety.

Further, if Triller’s

music licensing partners terminate Triller’s agreements, it will also lose the right to include their content on Triller’s

Such counterparties have in the past and may in the future look to file litigation against Triller seeking such overdue payment,

which could have an adverse effect on Triller’s business, financial condition, and results of operations.

may in the future be adversely affected by natural disasters, the physical effects of climate change, and other catastrophic events,

and by man-made problems such as geo-political conflicts and events, including acts of war and terrorism,

that could disrupt Triller’s business operations and adversely affect Triller’s financial condition and results of operations.

have been, and may in the future be, adversely affected by significant natural disasters, the physical effects of climate change, or

other catastrophic events, such as the COVID-19 pandemic, earthquakes, blizzards, tsunamis, hurricanes, droughts, fires, or

floods, or other catastrophic events, such as terrorism, the military conflict involving Russia and Ukraine and economic sanctions imposed

on Russia, extended outages of critical utilities, power loss, telecommunications failure, or any critical resource shortages affecting

us, Triller’s users or partners.

In the event of a natural disaster or other catastrophic event, Triller and its third-party providers

may be unable to continue operations, may endure system interruptions, any of which could result in reputational harm, delays in development

or interruptions of Triller’s Technology Platform, breaches of data security, and loss of critical data, all of which could have

an adverse effect on Triller’s business, financial condition, and results of operations.

addition, although Triller is not directly impacted by the war between Russia and Ukraine, conflict in Ukraine has further disrupted

trade, intensified problems in the global supply chain, and contributed to inflationary pressures.

Financial markets around the world

experienced volatility following the recent invasion of Ukraine by Russia.

In response to the invasion, the United States, United Kingdom

and EU, along with others, imposed significant new sanctions and export controls against Russia, Russian banks and certain Russian individuals

and may implement additional sanctions or take further punitive actions in the future.

The full economic and social impact of the sanctions

imposed on Russia (as well as possible future punitive measures that may be implemented), as well as the counter measures imposed by

Russia, in addition to the ongoing military conflict between Ukraine and Russia and related sanctions, which could conceivably expand

into the surrounding region, remains uncertain;

however, both the conflict and related sanctions have resulted and could continue to

result in disruptions to trade, commerce, pricing stability, credit availability, supply chain continuity and reduced access to liquidity

in both Europe and globally, and has introduced significant uncertainty into global markets.

In particular, the ongoing Russia-Ukraine

conflict and related sanctions has contributed to rapidly rising costs of living (driven largely by higher energy prices) in Europe and

other advanced economies.

Further, a weak or declining economy could strain Triller’s suppliers and manufacturers.

Triller’s business and results of operations may be adversely affected by the ongoing conflict between Ukraine and Russia and related

sanctions, particularly to the extent it escalates to involve additional countries, further economic sanctions or wider military conflict.

during times of war and other major conflicts, Triller, the third parties on which Triller relies, and Triller’s partners may be

vulnerable to a heightened risk of cyberattacks, including retaliatory cyberattacks, that could seriously disrupt Triller’s business.

Triller has experienced an increase in attempted cyberattacks on its products, systems, and networks, which Triller believes are related

to the conflict.

Triller may also face retaliatory attacks by governments, entities, or individuals who do not agree with its public

expressions of support for Ukraine and its Ukrainian team members.

Any such attack could cause disruption to Triller’s platform,

systems, and networks, result in security breaches or data loss, damage Triller’s brand, or reduce demand for Triller’s services

or advertising products.

In addition, Triller may face significant costs (including legal and litigation costs) to prevent, correct,

or remediate any such breaches.

Triller may also be forced to expend additional resources monitoring its platform for evidence of disinformation

or misuse in connection with the ongoing conflict.

Unfavorable macroeconomic conditions,

including those caused by inflation or reductions in customers’ spending, could limit Triller’s ability to grow its business

and negatively affect its results of operations.

business is also impacted by macroeconomic factors.

General business and economic conditions that could affect Triller’s business,

financial condition or results of operations include fluctuations in economic growth, debt and equity capital markets, liquidity of the

global financial markets, access to Triller’s liquidity within the U.S.

banking system, the availability and cost of credit, investor

and consumer confidence, and the strength of the economies in which Triller, its manufacturers and its suppliers operate.

products and services may be considered discretionary items for consumers.

Factors affecting the level of consumer spending for such

discretionary items include general economic conditions and other factors, such as consumer confidence in future economic conditions,

recessionary forces, rising and fluctuating interest rates, the availability and cost of consumer credit, levels of unemployment and

In recent years, the United States and other significant economic markets have experienced cyclical downturns and worldwide

economic conditions remain uncertain.

As global economic conditions continue to be volatile or economic uncertainty remains, trends in

consumer discretionary spending also remain unpredictable and subject to reductions and, therefore, Triller cannot be sure the extent

to which Triller may be affected by recessionary conditions.

Unfavorable economic conditions may lead consumers to delay or reduce purchases

of Triller’s products and consumer demand for its products may not grow as Triller expects.

Triller’s sensitivity to economic

cycles and any related fluctuation in consumer demand for its products and services could materially adversely affect Triller’s

business, financial condition, and results of operations.

In addition, political instability or adverse political developments could

harm Triller’s business, financial condition and results of operations.

addition, market volatility, the high inflationary environment and economic uncertainty make it potentially very difficult for Triller’s

customers, its Brands, Creators and Triller to accurately forecast and plan future business activities.

During challenging economic times,

Creators, Brands and users may have difficulty gaining timely access to sufficient credit or obtaining credit on reasonable terms and

may face increased costs or other negative financial impacts, each of which could impair their ability to make timely payments to Triller

and adversely affect Triller’s revenue.

If that were to occur, Triller’s financial results could be harmed.

Further, challenging

economic conditions may impair the ability of Triller’s Creators, Brands and users partners to pay for the applications and services

Triller offers, which may impact demand for its products.

In addition, a weak or declining economy could also strain Triller’s

suppliers and manufacturers, possibly resulting in supply disruption.

Any of the foregoing could harm Triller’s business and Triller

cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact Triller’s

financial performance in certain quarters and years may fluctuate and may not be indicative of, or comparable to, its financial performance

in subsequent financial quarters or years due to economic conditions and operational factors.

business is impacted geopolitical events, the overall macro-economy, Brands’ marketing budgets and expenditures and other factors

such as interest rates.

For example, when Brands have higher marketing expenditures or budgets, which often correspond to broader economic

factors, Triller benefits from these trends.

In addition, Triller may generate less revenue during reporting periods that have fewer

major public or civic engagement on social media, which would have otherwise generated marketing dollars, resulting in lower marketing

spend by Brands.

Triller’s intention is to continue to diversify its client base such that any one of these factors or events would

have a less significant impact on its overall revenue and operating results.

If Triller is unsuccessful in diversifying its client base,

Triller would continue to be subject to significant fluctuation in its annual and quarterly results, and this may materially adversely

affect Triller’s business, financial condition, and results of operations.

recent acquisitions have caused Triller to grow rapidly, and Triller will need to continue to make changes to operate at its current

size and scale.

Triller has in the past faced and may in the future face, difficulty in integrating the operations of the businesses

acquired in its recent transactions, and Triller may never realize the anticipated benefits and cost synergies from all of these transactions.

If Triller is unable to manage its current operations or any future growth effectively, its business could be adversely affected.

recent acquisitions have caused Triller to grow rapidly, and Triller may need to continue to make changes to operate at its current size

If Triller fails to realize the anticipated benefits and cost synergies from its recent acquisitions, or if it experiences

any unanticipated or unidentified effects in connection with these transactions, including write-offs of goodwill, accelerated amortization

expenses of other intangible assets or any unanticipated disruptions with important third-party relationships, Triller’s business,

financial condition and results of operations could be adversely affected.

Moreover, Triller’s recent acquisitions involve risks

and uncertainties including those associated with the integration of operations, financial reporting, technologies and personnel and

the potential loss of key employees, customers or strategic partners.

The integration of Triller’s acquired businesses has and

will require significant time and resources.

For example, Triller currently manually closes the books across its various subsidiaries

and business units, and manually consolidate and roll up such subsidiary financials into Triller’s consolidated financial statements.

Triller does not currently utilize a consolidated ERP system to manage the closing of Triller’s books or the roll up of financials

into Triller’s consolidated financials.

This process creates a risk of errors, is time intensive and costly.

Triller may not be

able to manage the integration of acquired businesses successfully or achieve the strategic, financial or operating objectives of the

acquisition or integration, any of which could adversely affect Triller’s business, results of operations or the value of Triller’s

acquisitions, and these acquisitions may not be accretive to its earnings and may negatively impact its results of operations.

operations continue to grow, Triller will be required, among other things, to upgrade its information systems and other processes and

to obtain more space for its expanding administrative support and other personnel.

Triller’s continued growth could strain its

resources, and Triller could experience operating difficulties, including difficulties in hiring, training and managing an increasing

number of employees.

These difficulties could result in the erosion of Triller’s brand image and reputation and could have an adverse

effect on its business, financial condition, and operating results.

the Company acquires, combines with or invests in other businesses, it will face risks inherent in such transactions.

Company has in the past considered and will continue, from time to time, to consider, opportunistic strategic or transformative transactions,

which could involve acquisitions, combinations or dispositions of businesses or assets, or strategic alliances or joint ventures with

companies engaged in music entertainment, entertainment or other businesses.

Any such combination could be material, be difficult to

implement, disrupt the Company’s business or change its business profile, focus or strategy significantly.

Company entered into multiple strategic alliances in the past and later recognized related impairment losses on investments and goodwill.

The Company may incur debts in the future upon an acquisition or suffer losses related to impairment of these investments.

will continue to examine the merits, risks and feasibility of potential transactions, and expect to explore additional acquisition opportunities

in the future.

Such examination and exploration efforts, and any related discussions with third parties, may or may not lead to future

acquisitions and investments.

The Company may not be able to complete acquiring or investing transactions that the Company initiates.

The Company’s ability to grow through such acquisitions and investments will depend on many factors, including the availability

of suitable acquisition candidates at an acceptable cost, the Company’s ability to reach agreement with acquisition candidates

or investee companies on commercially reasonable terms, the availability of financing to complete transactions and the Company’s

ability to obtain any required governmental approvals.

future transaction could involve numerous risks, including:

potential disruption of

the Company’s ongoing business and distraction of management;

potential loss of Creators

and Brands (e.g.

musicians, athletes, and influencers);

difficulty integrating

the acquired businesses or segregating assets to be disposed of;

exposure to unknown and/or

contingent or other liabilities, including litigation arising in connection with the acquisition, disposition and/or against any

businesses the Company may acquire;

reputational or other damages

to the Company’s business as a result of a failure to consummate such a transaction for, among other reasons, failure to gain

antitrust approval;

difficulty in realizing

synergies between acquired businesses and the Company’s current businesses, including the Company’s ability to achieve

the customer synergies that motivated the acquisition;

acquired businesses having

different users or customers than the Company’s current businesses, including resulting increased administrative burdens and

need for additional personnel;

changing the Company’s

business profile in ways that could have unintended consequences.

the Company enters into significant transactions in the future, related accounting charges may affect its business, results of operations

and financial condition, particularly in the case of any acquisitions.

In addition, the financing of any significant acquisition may

result in changes in the Company’s capital structure, including the incurrence of additional indebtedness, which may be substantial.

Conversely, any material disposition could reduce the Company’s indebtedness or require the amendment or refinancing of the Company’s

outstanding indebtedness or a portion thereof.

the Company may not be successful in addressing these risks or any other problems encountered

in connection with any strategic or transformative transactions.

The Company cannot assure you that if it makes any future acquisitions,

investments, strategic alliances or joint ventures or enter into any business combination that they will be completed in a timely manner,

or at all, that they will be structured or financed in a way that will enhance the Company’s creditworthiness or that they will

meet the Company’s strategic objectives or otherwise be successful.

The Company also may not be successful in implementing appropriate

operational, financial and management systems and controls to achieve the benefits expected to result from these transactions.

to effectively manage any of these transactions could result in material increases in costs or reductions in expected revenues, or both.

In addition, if any new business in which the Company invests or which it attempts to develop does not progress as planned, it may not

recover the funds and resources the Company has expended and this could have a negative impact on the Company’s businesses or the

Company’s company as a whole.

is involved in lawsuits and other litigation matters that are expensive and time consuming, and, if resolved adversely, could harm Triller’s

business, financial condition, or results of operations.

is involved in numerous lawsuits, many of which claim statutory damages and/or seek significant changes to Triller’s business operations,

and Triller anticipates that it will continue to be involved in numerous lawsuits in the future.

Triller has faced, currently face, and

will continue to face additional lawsuits based on claims related to, among other things, advertising, privacy, security, content intellectual

property infringement, employment or performance of services, activities on Triller’s Technology Platform, consumer protection,

or product performance or other claims related to the use of consumer hardware and software, music used on Triller’s platform or

related to Triller’s acquisitions.

For example, Triller is currently the subject of various litigation proceedings, including a

class action lawsuit alleging unpaid wages for production workers, a lawsuit to collect all fees due by Universal Music Publishing Group

amongst other claims, a class action against one of Triller’s subsidiaries over the use of consumer personal identifying information

and a lawsuit by two social media influencers claiming they are entitled to equity based on services, some of which are entering mediation

and/or settlement discussions.

can be no assurances that a favorable final outcome will be obtained in all Triller’s cases, and defending any lawsuit is costly

and can impose a significant burden on management and employees.

Any litigation to which Triller is a party may result in an onerous

or unfavorable judgment that may not be reversed upon appeal or in payments of substantial monetary damages or fines, or Triller may

decide to settle lawsuits on similarly unfavorable terms, which has occurred in the past and which could adversely affect Triller’s

business, financial conditions, or results of operations.

these lawsuits are not resolved in its favor, Triller would not have enough cash on hand to meet these obligations unless it is able

to raise additional capital in an amount sufficient to satisfy them.

This may affect Triller’s ability to remain solvent and pay

its obligations when they come due, including under existing litigation settlement obligations and new litigation adverse judgments.

the past, securities class action litigation has often been brought against a company following a decline in the market price of its

This risk is especially relevant for Triller because technology companies have experienced significant stock price volatility

in recent years.

If Triller faces such litigation, it could result in substantial costs and a diversion of management’s attention

and resources, which could harm Triller’s business.

expansion of Triller’s operations into new products, services and technologies, including content categories, is inherently risky

and may subject Triller to additional business, legal, financial and competitive risks.

currently focus its operations on its AI powered Technology Platform, which provides content creation and distribution (Triller app,

TrillerTV, Metaverz, Thuzio and Amplify.ai), fan engagement (Fangage, Julius and Amplify.ai) and targeted promotions and upsells (CrossHype)

products and services across the digital platforms used by Triller’s Creators and Brands.

Further expansion of Triller’s

operations and its marketplace into additional products and services involves numerous risks and challenges, including potential new

competition, increased capital requirements and increased marketing spend to achieve customer awareness of these new products and services.

Growth into additional content, product and service areas may require changes to Triller’s existing business model and cost structure

and modifications to its infrastructure and may expose Triller to new regulatory and legal risks, any of which may require expertise

in areas in which Triller has little or no experience.

There is no guarantee that Triller will be able to successfully expand its products

and services into these areas.

or illegal use of Triller’s Technology Platform could seriously harm Triller’s business and reputation.

cannot be certain that the technologies that Triller has developed to repel spamming attacks will be able to eliminate all spam messages

from its products.

Spammers attempt to use Triller’s products to send targeted and untargeted spam messages to users, which may

embarrass or annoy users and make Triller’s products less user friendly.

Triller does not currently have procedures or processes

in place to accurately estimate the number of bots or spammers on Triller’s Technology Platform, but are actively working to prevent

bots and spammers from engaging on Triller’s platform.

Triller’s actions to combat spam may also divert significant time

and focus from improving its products.

As a result of spamming activities, Triller’s users may use its products less or stop using

them altogether, and result in continuing operational cost to Triller.

Triller may also be subject to liability or claims related to

such spamming activity.

terrorists, criminals, and other bad actors may use Triller’s Technology Platform to promote their goals and encourage users to

engage in terror and other illegal activities.

Triller expects that as more people use its Technology Platform, these bad actors will

increasingly seek to misuse Triller’s products.

Although Triller invests resources to combat these activities, including by suspending

or terminating accounts Triller believes are violating its Terms of Service, it expects these bad actors will continue to seek ways to

act inappropriately and illegally on its Technology Platform.

Combating these bad actors requires Triller’s teams to divert significant

time and focus from improving its products.

In addition, Triller may not be able to control or stop its Technology Platform from becoming

the preferred application of use by these bad actors, which may become public knowledge and seriously harm Triller’s reputation

or lead to lawsuits or attention from regulators.

If these activities increase on Triller’s Technology Platform, Triller’s

reputation, user growth and user engagement, and operational cost structure could be seriously harmed.

tracks certain performance metrics with internal tools and do not independently verify such metrics.

Certain of Triller’s performance

metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm Triller’s

reputation and negatively affect its business.

calculates Consumer Accounts using internal company data that has not been independently verified.

These numbers are based on what Triller

believes to be reasonable calculations for the applicable period of measurement, but there are inherent challenges in measuring Consumer

For example, while Triller endeavors to accurately capture its Consumer Accounts, from time to time certain bot and/or duplicate

accounts are created and appear on its Technology Platform which may impact the number of Consumer Accounts.

As a result, Triller’s

reported Consumer Accounts may include bot and duplicative accounts, thereby overstating Triller’s actual Consumer Accounts.

Triller has recently undergone a robust process to purge as many of the duplicate and bot accounts as practical given Triller’s

resources and Triller regularly monitors and reviews these figures and have put in place controls designed to prevent bot users and or

duplicates, there can be no assurance that these controls will be effective in eliminating all bot or duplicate accounts.

The inclusion

of duplicate and/or bot accounts in the Consumer Accounts reported at any given time may lead to an inaccurate assessment of the total

number of Consumer Accounts on Triller’s Technology Platform.

If Creators, Brands and users do not perceive Triller’s metrics

to be accurate representations, or if Triller discovers material inaccuracies in its metrics, Triller’s reputation may be harmed

and Creators, Brands and users may be less willing to utilize Triller’s Technology Platform or to allocate their budgets or resources

to Triller’s products and services, which could negatively affect Triller’s business and operating results.

if investors, analysts or customers do not believe Triller’s reported measures, such as Consumer Accounts, are sufficient or accurately

reflect Triller’s business, Triller may receive negative publicity and its operating results may be adversely impacted.

Triller’s efforts to attract Creators, users, consumers and Brands are not successful, Triller’s revenues will be adversely

generates revenue through Brands and consumers, with the majority of its revenue coming from Brands.

To succeed, Triller must continue

to attract and retain Creators, users and consumers who have traditionally engaged with internet and social media platforms such as Instagram,

Snapchat and TikTok, as well as well as with video games, cable television, pay-per-view and video-on-demand services

for entertainment.

With additional Creators and consumers, Triller will attract more Brands which will improve its revenue.

ability to attract and retain Creators and users and consumers and have them regularly engage with Triller’s Technology Platform

depends in part on Triller’s ability to consistently provide its Creators, users and consumers a high-quality experience.

must also continue to attract and retain influential Creators such as celebrities, athletes, journalists, sports leagues and teams, media

outlets and Brands to leverage its Technology Platform to disseminate content and interact and transact with their followers, and users

and consumers.

Typically, Triller’s agreements with Creators may be terminated by Creators at any time.

If Creators and consumers

in either category do not perceive Triller’s products to be of high quality, if Triller introduces new products or features that

are not favorably received by them or if Triller fails to introduce products and features that they desire, it may not be able to attract

or retain Creators and users and consumers.

Triller also cannot guarantee that it will be able to continue to identify these Creators

in the future.

Additionally, throughout Triller’s history, Creators from time to time have stopped participating on Triller’s

Technology Platform and in Triller’s Events for any number of reasons, and Triller cannot guarantee that it will be able to retain

current Creators.

Additionally, many of Triller’s Creators users and consumers originate from word-of-mouth and referrals

from existing Creators users and consumers.

If Triller’s efforts to satisfy its existing Creators, users and consumers are not

successful, Triller may not be able to attract new Creators, users and consumers, and as a result, it may fail to attract or retain Brands

and its revenue may be affected adversely.

success depends on its ability to attract Brands to its Technology Platform and provide users and consumers with engaging content, which

in part depends on Creator contributed content.

If Triller or Creators, including influential Creators, such as celebrities, athletes,

journalists, sports leagues and teams, media outlets and Brands, do not continue to contribute engaging content to Triller’s Technology

Platform, Triller’s consumer growth, retention and engagement may decline.

That, in turn, may impair Triller’s ability to

maintain good relationships with Brands that utilize Triller’s Technology Platform or attract new Brands, which may seriously harm

Triller’s business and financial performance.

of social media by Triller’s Creators, Brands and users may materially and adversely affect Triller’s reputation or subject

Triller to fines or other penalties.

integrates third-party social media platforms into its Technology Platform.

For example, in addition to Triller’s own content on

its website and Triller app, Triller’s Creators can share content on social-media platforms such as Facebook, Instagram, TikTok

As laws and regulations rapidly evolve to govern the use of these platforms and devices, the failure by us, Triller’s

employees, Triller’s network of Creators, Triller’s Brands, Triller’s users or third parties acting at Triller’s

direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise could subject Triller to

regulatory investigations, class action lawsuits, liability, fines or other penalties and have a material adverse effect on Triller’s

business, financial condition and results of operations.

addition, any use of social media for marketing may increase the burden on Triller to monitor compliance of such materials, and increase

the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations.

in some cases, the Federal Trade Commission (“ FTC ”) has sought enforcement action where an endorsement has failed

to clearly and conspicuously disclose a material relationship between an influencer and an advertiser.

While Triller asks Creators to

comply with FTC regulations and Triller’s guidelines, Triller does not regularly monitor what its Creators post, and if Triller

were held responsible for the content of their posts, it could be forced to alter its practices, which could have material adverse effect

on Triller’s business, financial condition, and results of operations.

commentary regarding us, Triller’s products or Creators or Brands, Triller’s users and other third parties who are affiliated

with Triller may also be posted on social media platforms and may be adverse to Triller’s reputation or business.

Creators with

whom Triller maintains relationships could engage in behavior or use their platform to communicate directly with Triller’s users

and consumers in a manner that reflects poorly on Triller’s brand and may be attributed to Triller or otherwise adversely affect

It is not possible to prevent such behavior, and the precautions Triller takes to detect this activity may not be effective

in all cases.

The harm may be immediate, without affording Triller an opportunity for redress or correction.

may not be successful in its efforts to further monetize its Technology Platform, which may harm Triller’s business.

Technology Platform generates revenue through Brands and consumers, with most of Triller’s revenue generated from Brands through

revenue sharing and service fee arrangements.

When Triller enables the consumption of content by individuals in the form of Triller branded

live Events, Triller creates an ecosphere of content across its Technology Platform offerings and it also generates revenue in the form

of live-event ticket sales, pay-per-view fees, subscriptions and merchandise sales.

Triller’s partnerships with high-profile Creators

and Brands enable Triller to host live Events that receive massive viewership.

As such, Triller is seeking to expand its relationships

with Brands, its Creator and consumer base and increase the number of hours that consumers spend on Triller’s Technology Platform

and the volume of content that is published across and from Triller’s Technology Platform in an effort to create additional revenue

opportunities.

Triller has made, and are continuing to make, significant investments to enable users, Brands, Creators, and advertisers

to create compelling content and deliver advertising to Triller’s users.

ability to deliver more relevant content to its users and consumers and to increase its Technology Platform’s value to Brands and

Creators depends on the collection of engagement data, which may be restricted or prevented by a number of factors.

Consumers may decide

to opt out or restrict some of Triller’s ability to collect personal data or to provide them with more relevant and sponsored content.

Creators could refuse to allow Triller to collect data regarding engagement or refuse to implement mechanisms Triller requests to ensure

compliance with Triller’s legal obligations or technical requirements in some instances.

If these possible scenarios occur to a

large enough extent, Triller may not be able to achieve its expected growth in revenue or gross profit.

Triller may not be able to compete

effectively or adapt to any such changes or trends, which would harm Triller’s ability to grow its advertising revenue and harm

its business.

Triller may not be successful in further monetizing its Technology Platform.

Most of the revenue from Triller’s Technology Platform

is generated from Brands through revenue sharing and service fee arrangements.

Revenue share comes from advertising, premium content,

Events, pay-per-view fees, subscription fees or merchandise sales that are transacted via Triller’s Technology Platform.

As a result, Triller’s financial performance and ability to grow revenue could be seriously harmed if:

Triller does not expand

or retain its relationships with Brands and Creators;

Triller’s reputation

there is a decline in Triller’s

available content or a decrease in the perceived quantity, quality, usefulness or relevance of the content provided by Triller and

Triller’s Creators;

competitive developments

result in Triller’s competitors possessing various competitive advantages, whether technological or otherwise;

Triller does not adjust

to changes to the industry landscape;

Triller does not continue

to invest in and strengthen Triller’s Technology Platform, including Triller’s suite of Creator offerings and Triller’s

Events and Events-related services;

Triller fails to identify

attractive opportunities to enhance existing businesses or grow its portfolio of assets;

Triller fails to continue

to develop creative and entertaining programs and Events;

macroeconomic conditions,

including changes in corporate spending and discretionary consumer spending, divert Brand and consumer expenditures away from the

markets Triller serves;

Triller fails to produce

and/or distribute premier Events throughout the year, including BKFC and TrillerTV programming.

Triller is unable to maintain adequate content on its Technology Platform, its business may be harmed.

may fail to attract Creators that generate sufficient content hours on its Technology Platform and for its Brands.

Triller’s business

model depends on its ability to connect its Brands with content Creators.

If Triller is unable to grow and maintain spend from its Brands,

either through revenue sharing relationships or fee sharing arrangements, its results of operations may be harmed.

operates in a highly competitive industry, and Triller competes for Brands with other social media outlets and streaming services, as

well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and internet radio.

Triller may not be successful

in maintaining or improving the number of its Brand partners who utilize Triller’s Technology Platform for advertising, premium

content, Events, pay-per-view fees, subscription fees or merchandise sales that are transacted via Triller’s Technology

competitors offer content and other platforms that may be more attractive to advertisers than Triller’s Technology Platform.

Triller is unable to increase its revenue by, among other things, continuing to improve its Technology Platform’s data to further

optimize and measure its Brand partners’ campaigns, increase revenue from fee sharing arrangements or the completion of successful

campaigns for its Brands, Triller’s business and its growth prospects may be harmed.

Triller may not be able to compete effectively

or adapt to any such changes or trends, which would harm its ability to grow its advertising revenue and harm its business.

success and revenue growth are dependent on adding new Creators, users, consumers and Brands, effectively educating and training Triller’s

existing Creators and Brands on how to make full use of Triller’s Technology Platform and increasing usage of Triller’s Technology

Platform by Triller’s consumers.

success is dependent on regularly adding new Creators and Brands and increasing Triller’s consumers’ usage of Triller’s

platform and Triller faces competition from a variety of other domestic and foreign companies.

Triller faces competition from alternative

providers of the entertainment, content, live Events and sports industries.

Triller’s contracts and relationships with Creators

and Brands generally do not include long-term or exclusive obligations requiring them to use Triller’s platform or maintain or

increase their use of Triller’s platform.

Creators can also terminate their agreements with Triller for convenience.

Creators and Brands typically have relationships with numerous providers and can use both Triller’s platform and those of Triller’s

competitors without incurring significant costs or disruption.

Triller’s Brands may also choose to decrease their use of revenue

sharing and service fee arrangements.

Accordingly, Triller must continually work to win new Brands and Creators and retain existing Brands

and Creators, increase their usage of Triller’s platform and increase Triller’s users.

Given the number of products on Triller’s

Technology Platform, Triller may not be successful at educating and training Creators and Brands on how to use Triller’s platform

and products in order for Triller’s Creators and Brands to get the most benefit from Triller’s Technology Platform and increase

If these efforts are unsuccessful or Creators or Brands decide not to continue to maintain or increase their usage of Triller’s

Technology Platform for any other reason, or if Triller fails to attract new Creators or Brands, Triller’s revenue could fail to

grow or decline, which would materially and adversely harm Triller’s business, operating results and financial condition.

Any increased

competition, which may not be foreseeable, or Triller’s failure to adequately address any competitive factors, could result in

reduced demand for its content, live Events, or brands, which could have an adverse effect on Triller’s business, financial condition,

and results of operations.

Triller cannot assure you that its Creators, Brands and consumers will continue to use and increase their

spend on Triller’s platform or that it will be able to attract a sufficient number of new Creators, Brands, users and consumers

to continue to grow Triller’s business and revenue.

If Brands representing a significant portion of Triller’s business decide

to materially reduce their use of Triller’s Technology Platform or cease using Triller’s Technology Platform altogether,

Triller’s revenue could be significantly reduced, which could have a material adverse effect on Triller’s business, operating

results and financial condition.

generates substantially all of its revenue from Brands.

If the content and services provided on Triller’s Technology Platform are

not relevant to Brands, fail to attract new Brands or result in a loss of Brands using Triller’s Technology Platform, Triller’s

growth may be adversely impacted.

generates substantially all of its revenue from Brands through revenue sharing and service fee (including SaaS) arrangements.

share comes from advertising, premium content, Events, pay-per-view fees, subscription fees or merchandise sales that are transacted

via Triller’s Technology Platform.

Service fees come from Brands that utilize Triller’s platform to reach consumers via a

combination of campaign fees, sponsorship fees and transaction fees or SaaS fees, including monthly subscription fees.

Even though Triller

also generates revenue from consumers in the form of Creator-driven live-event ticket sales, pay-per-view fees, subscriptions

and merchandise sales, Triller still expects to continue to generate substantially all its revenue from Brands for the foreseeable future.

Brands do not have long-term commitments with us, and Triller’s efforts to establish long-term commitments may not succeed.

most Brands do not have long-term commitments with us, they may terminate their contracts and relationships with Triller and may instead

pursue relationships with competitors.

Since Triller does not have long-term contractual commitments with its Brand partners, maintaining

and enhancing relationships with its Brand partners will require Triller to make substantial investments and these investments may not

be successful.

Brands with whom Triller partners vary from small businesses to well-known Fortune 500 companies.

Due to Triller’s limited operating

history, many Brands only recently started working with Triller’s Technology Platform solutions and spend a relatively small portion

of their overall advertising budget with Triller In addition, some Brands may view some of Triller’s Technology Platform offerings

as experimental and unproven or prefer certain of Triller’s products over others.

has made, and are continuing to make, investments to enable Creators and Brands to deliver relevant content to consumers on Triller’s

Technology Platform.

If Triller fails to continue to innovate and improve on its Technology Platform, its business may be harmed.

technologies, products and services are driving rapid changes in consumer behavior as consumers seek more control over when, where and

how they consume content and access communications services.

These technological advancements and changes in consumer behavior and/or

Triller’s failure to effectively anticipate or adapt to such changes, could reduce Triller’s subscriber activations and increase

Triller’s user churn rate, and could have a material adverse effect on Triller’s business, results of operations, financial

condition and cash flow.

Triller relies heavily on its ability to collect and disclose data and metrics to its Brands so Triller can attract new Brands and retain

existing Brands.

Any restriction or inability, whether by law, regulation, policy, or other reason, to collect and disclose data and

metrics which Triller’s Brands find useful would impede Triller’s ability to attract and retain Brands.

Regulators around

the world are increasingly scrutinizing and regulating the collection, use, and sharing of personal data related to advertising, which

could materially impact Triller’s revenue and seriously harm Triller’s business.

For example, the European Union’s

General Data Protection Regulation (“ EU GDPR ”) and the United Kingdom’s GDPR (“ UK GDPR ”)

expanded the rights of individuals to control how their personal data is collected and processed, and placed restrictions on the use

of personal data of younger minors.

The processing of personal data for personalized advertising under EU GDPR and UK GDPR continues

to be under increased scrutiny from European regulators, which includes ongoing regulatory action against large technology companies

like Triller’s, the outcomes of which may be uncertain and subject to appeal.

The European Digital Services Act (“ DSA ”)

prohibits targeted advertising to minors based on the profiling of personal information in the European Union.

Other European legislative

proposals and present laws and regulations may also apply to Triller’s or Triller’s advertisers’ activities and require

significant operational changes to Triller’s business.

For example, it is anticipated that the ePrivacy Regulation and national

implementing laws will replace the current national laws implementing the ePrivacy Directive, which could have a material impact on the

availability of data Triller relies on to improve and personalize its products and features.

Outside of Europe, other laws further regulate

behavioral, interest-based, or targeted advertising, making certain online advertising activities more difficult and subject to additional

For example, in the United States, the California Consumer Privacy Act (“ CCPA ”) and the California Privacy

Rights Act of 2020 (“ CPRA ”) place additional requirements on the handling of personal data for us, Triller’s

partners, and Triller’s advertisers, such as granting California residents the right to opt-out of a company’s

sharing of personal data for certain advertising purposes in exchange for money or other valuable consideration.

Other states are considering

similar legislation.

Moreover, individuals are also becoming increasingly aware of and resistant to the collection, use, and sharing

of personal data in connection with advertising.

Individuals are becoming more aware of options related to consent and other options

to opt-out of such data processing, including through media attention about privacy and data protection.

Triller may experience media, legislative, or regulatory scrutiny of its actions or decisions regarding user privacy, encryption, content,

advertising and other issues, which may materially adversely affect Triller’s reputation and Triller’s relationship with

believes that a positive reputation concerning its Technology Platform is important in attracting and retaining Brands.

Triller may fail to respond expeditiously or appropriately to objectionable practices by Creators users, or consumers, or to otherwise

address user concerns or suffer reputational harm, which could erode confidence in Triller’s Brand partners.

To the extent the

content Triller produces, distribute or otherwise make available is perceived as low quality, offensive, harmful or otherwise not compelling

to consumers and Brands, Triller’s ability to establish and maintain a positive reputation may be adversely impacted and Triller

may lose Brand relationships or fail to attract new Brands to its business.

Similarly, other companies with similar technologies and

platforms may fail to respond expeditiously or appropriately to objectionable practices on their respective platforms and may not otherwise

address concerns from users, family members of those users, or the broader public audience.

If such other companies suffer public ridicule

or reputational harm, such negative views could erode confidence in Triller’s Brand partners.

user growth, engagement, and monetization on mobile devices depend upon effective operation with mobile operating systems, networks,

technologies, products, and standards that Triller does not control.

is no guarantee that popular mobile devices will continue to feature Triller’s products, or that mobile device users will continue

to use Triller’s products rather than competing products.

Triller is dependent on the interoperability of its products with popular

mobile operating systems, networks, technologies, products, and standards that Triller does not control, such as the Android and iOS

operating systems and mobile browsers.

Changes, bugs, or technical issues in such systems, or changes in Triller’s relationships

with mobile operating system partners, handset manufacturers, browser developers, or mobile carriers, or in the content or application

of their terms of service or policies (which they have made in the past and continue to seek to implement) that degrade Triller’s

products’ functionality, reduce or eliminate Triller’s ability to update or distribute its products, give preferential treatment

to competitive products, limit its ability to deliver, target, or measure the effectiveness of advertisements, or charge fees related

to the distribution of its products or its delivery of advertisements have in the past adversely affected, and could in the future adversely

affect, the usage of its products and monetization on mobile devices.

Additionally, in order to deliver high quality mobile products,

it is important that Triller’s products work well with a range of mobile technologies, products, systems, networks, and standards

that Triller does not control, and that Triller has good relationships with handset manufacturers, mobile carriers, and browser developers.

Triller may not be successful in maintaining or developing relationships with key participants in the mobile ecosystem or in developing

products that operate effectively with these technologies, products, systems, networks, or standards.

In the event that it is more difficult

for Triller’s users to access and use Triller’s products on their mobile devices, or if Triller’s users choose not

to access or use Triller’s products on their mobile devices or use mobile products that do not offer access to Triller’s

products, Triller’s user growth and user engagement could be harmed.

From time to time, Triller may also take actions regarding

the distribution of its products or the operation of its business based on what Triller believes to be in its long-term best interests.

Such actions may adversely affect Triller’s users and Triller’s relationships with the operators of mobile operating systems,

handset manufacturers, mobile carriers, browser developers, other business partners, or advertisers, and there is no assurance that these

actions will result in the anticipated long-term benefits.

In the event that Triller’s users are adversely affected by

these actions or if Triller’s relationships with such third parties deteriorate, Triller’s user growth, engagement, and monetization

could be adversely affected and Triller’s business could be harmed.

Triller has in the past experienced challenges in operating

with mobile operating systems, networks, technologies, products, and standards that Triller does not control, and any such occurrences

in the future may negatively impact Triller’s user growth, engagement, and monetization on mobile devices, which may in turn materially

and adversely affect Triller’s business and financial results.

media coverage has in the past and could in the future materially adversely affect Triller’s business, brand image or reputation.

receives a high degree of media coverage.

Unfavorable publicity and/or false media reports regarding us, Triller’s privacy practices,

data security compromises or breaches, product changes, product quality, litigation or regulatory activity, including any intellectual

property proceeding, or regarding the actions of Triller’s partners, Triller’s Creators, Triller’s Brands or consumers,

Triller’s employees or other companies in Triller’s industry, has in the past and could in the future adversely affect Triller’s

brand image or reputation.

For example, there have been news articles discussing allegations against Triller for Triller’s nonpayment

of fees, including articles discussing Triller’s litigation with Sony Music Entertainment and Universal Music Publishing Group,

which may adversely affect Triller’s brand image or reputation.

For more information, see discussion of the Sony Music Litigation

under “ Description of Triller’s Business — Legal Proceedings.

Triller fails to protect its brand image or reputation, Triller may experience material adverse effects to the size, demographics, engagement,

and loyalty of Triller’s Creator and user base or Brand relationships, resulting in decreased revenue, fewer app installs (or increased

app uninstalls), or slower user growth rates.

In addition, if securities analysts or investors perceive any media coverage of us, or

other companies with similar technologies and platforms, to be negative, the value of Triller’s Series A common stock (and,

after the closing of the Merger, of Triller Common Stock) may be materially adversely affected.

Any of the foregoing could materially

adversely affect Triller’s business, financial condition and results of operations.

market is competitive and dynamic.

Triller faces and will continue to face significant competition for Creators, Brands and consumers,

which could result in reduced profit margins and loss of market share.

faces robust and rapidly evolving competition in all aspects of its business, including from companies that allow users to share and

discover content and/or that enable Creators and Brands to use content platforms to reach customers, such as Apple, Alphabet (including

Google and YouTube), Amazon, Snapchat, Facebook (including Instagram), ByteDance (including TikTok), ESPN+, BT Sport, Kayo Sports, Klaviyo

and Showtime, among others.

competes to attract, engage and retain users against current and potential competitors, both globally and in particular geographic regions

where it operates.

These competitive risks are heightened because some of Triller’s competitors have more extensive hardware, software,

and service offerings, longer histories, larger user bases, increased brand recognition, more experience in the markets in which Triller

competes and greater overall resources than Triller.

These advantages enable them to devote more financial resources to technology, infrastructure,

fulfillment and marketing, which in turn enables them to offer competitive services at little or no profit or even at a loss.

prominent, well-funded competitors like Apple, Google, and Amazon have a competitive advantage because they can leverage the substantially

broader product offerings in their ecosystem to gain subscribers through bundled offers and to monetize users.

Additionally, Triller’s

current and future competitors have engaged and will continue to engage in mergers or acquisitions with each other to combine and leverage

their broad audiences, content and capabilities.

Triller competes for users based on its presence and visibility as compared with other businesses and platforms that deliver audio and

video content through the internet and connected devices.

Triller faces significant competition for users from companies promoting their

own digital content online or through application stores, including large, well-funded, and seasoned participants in the digital media

also faces increasing competition because of new or emerging technologies and changes in market conditions.

Triller’s current and

future competitors have introduced, and may continue to introduce, new ways of consuming or engaging with content, such as ByteDance,

that cause Triller’s users, especially the younger demographic, to switch to another product, which would negatively affect Triller’s

user retention, growth, and engagement.

As the market for on-demand video on the internet and mobile and connected devices

increases, new competitors, business models and solutions are likely to emerge.

Triller believes that companies with a combination of

technical expertise, brand recognition, financial resources and digital media experience pose a significant threat of developing competing on-demand distribution

technologies.

Additionally,

Triller competes for a share of advertisers’ overall marketing budgets with other content providers on a variety of factors, including

perceived return on investment, effectiveness and relevance of Triller’s advertising products and content offering, pricing structure,

and ability to deliver large volumes or precise types of advertisements to targeted user demographic pools.

Triller also competes for

advertisers with a range of internet companies, including major internet portals, search engine companies, social media sites and mobile

applications, as well as traditional advertising channels such as terrestrial radio and television.

of Triller’s competitors in this market have substantially greater financial and other resources, larger research and development

staffs, and more experience and capabilities in developing, marketing and distributing products.

Ongoing pricing pressure could result

in significant price erosion, reduced profit margins and loss of market share, any of which could have a material adverse effect on Triller’s

business, results of operations, financial position and liquidity.

Large internet companies with strong brand recognition, such as TikTok,

Facebook, Google, Amazon and Twitter, have significant numbers of sales personnel, substantial advertising inventory, proprietary advertising

technology solutions and traffic that provide a significant competitive advantage and have a significant impact on pricing for reaching

these user bases.

Failure to compete successfully against Triller’s current or future competitors could result in the loss of current

or potential advertisers, a reduced share of Triller’s advertisers’ overall marketing budget, the loss of existing or potential

users, or diminished brand strength, which could adversely affect Triller’s pricing and margins, lower Triller’s revenue,

increase Triller’s research and development and marketing expenses and prevent Triller from achieving or maintaining profitability.

Triller competes with other forms of entertainment and leisure activities.

While Triller monitors general market conditions, significant

shifts in consumer demand that could materially alter public preferences for different forms of entertainment and leisure activities

are difficult to predict.

Failure to adequately identify and adapt to these competitive pressures could have a negative impact on Triller’s

to certain of Triller’s products depends on mobile app stores and other third parties such as data center service providers, hosted

web service providers, internet transit providers and other communications systems service providers.

If third parties such as the Apple

App Store or Google Play Store adopt and enforce policies that limit, prohibit or eliminate Triller’s ability to distribute or

update its applications through their stores, or increase the costs to do so, it could materially adversely affect Triller’s business,

financial condition and results of operations.

products and services mainly depend on mobile application stores and the continued services and performance of other third parties such

as data center service providers, third party computer systems, internet transit providers, and other communications systems and service

Triller’s mobile applications are almost exclusively accessed through and depend on the Apple App Store and the Google

While Triller’s mobile applications are generally free to download from these stores, Triller offers its users the

opportunity to purchase subscriptions and certain à la carte features through these applications.

Triller determines the prices

at which these subscriptions and features are sold, subject to approval by Apple or Google, as relevant.

Purchases of these subscriptions

and features via Triller’s mobile applications are mainly processed through the in-app payment systems provided by Apple and Google.

Triller pays Apple and Google, as applicable, a meaningful share (up to 30%) of the revenue it receives from transactions processed through

in-app payment systems If the Apple App Store or the Google Play Store were to experience an outage, or if either decided to exit a market,

many of Triller’s users may be unable to access Triller’s apps, which could materially adversely affect Triller’s business,

financial condition and results of operations.

Any deterioration in Triller’s relationships with these and other third-party suppliers,

vendors, and business partners, or any adverse change in the terms and conditions governing these relationships, could have a negative

impact on Triller’s business, financial condition, and results of operations.

application stores and other third party providers such as Apple and Google have broad discretion to make changes to their operating

systems or payment services or change the manner in which their mobile operating systems function and their respective terms and conditions

applicable to the distribution of Triller’s Technology Platform, including the amount of, and requirement to pay, certain fees

associated with purchases required to be facilitated by such third parties through Triller’s applications, and to interpret their

respective terms and conditions in ways that may limit, eliminate, or otherwise interfere with Triller’s products and services,

Triller’s ability to distribute its Technology Platform through their stores, Triller’s ability to update its applications,

including to make bug fixes or other feature updates or upgrades, the features Triller provides, the manner in which Triller markets

its in-app products and services, its ability to access native functionality or other aspects of mobile devices, and its ability

to access information about its users that they collect.

There can be no assurance that Apple or Google, or any other similar third party,

will not limit, delay, eliminate, or otherwise interfere with the distribution of Triller’s Technology Platform, or that Triller

will not be limited or prohibited from using certain current or prospective distribution or marketing channels in the future.

extent any of them do so, Triller’s business, financial condition and results of operations could be materially adversely affected.

addition, the websites and apps of Triller’s competitors may rank higher than offerings from Triller’s Technology Platform

and Triller’s Triller app in search engines and or app stores, and/or Triller’s application may be difficult to locate in

device application stores, which could draw potential users away from Triller’s service and toward those of Triller’s competitors.

Device application stores often offer users the ability to browse applications by various criteria, such as the number of downloads in

a given time period, the length of time since an application was released or updated, or the category in which the application is placed.

If Triller is unable to compete successfully for users against other digital media providers by maintaining and increasing its presence,

ease of use, and visibility and the amount of content streamed on Triller’s Technology Platform may fail to increase or may decline

and Triller’s subscription fees and advertising sales may suffer.

operating its Technology Platform, Triller may fail to launch new products or features according to its timetable, and its new products

or features may not be commercially successful.

order for Triller’s integrated global platform to succeed over time, Triller will need to license, acquire or develop new products

or features that can generate additional revenue and further diversify Triller’s revenue sources.

A number of factors, including

technical difficulties, government approvals and licenses of intellectual property rights required for launching new products, lack of

sufficient development personnel and other resources, and adverse developments in Triller’s relationship with the licensors of

Triller’s new licensed products could result in delay in launching Triller’s new products.

Therefore, Triller cannot assure

you that it will be able to meet its timetable for new launches.

Additionally,

Triller’s operations and revenues are affected by consumer tastes and entertainment trends, including consumer use of Triller’s

Technology Platform and other applications such as TikTok, Instagram, Facebook, Netflix and YouTube, and various other social media apps

and short- and long- form streaming services, as well as the market demand for live sports and music Events, user-generated content generally,

and internet-based Brand engagement, each of which are unpredictable and may be affected by changes in the economic, social, cultural

and political climate or global issues such as the recent COVID-19 pandemic.

Changes in consumers’ tastes or perceptions of Triller’s

Technology Platform, content or business partners, whether as a result of the economic, social, cultural or political climate or otherwise,

could adversely affect Triller’s operating results.

Triller’s failure to avoid a negative perception among consumers or anticipate

and respond to changes in consumer preferences, including in the form of content creation or distribution, could result in reduced demand

for Triller’s services and content offerings or those of Triller’s partners and owned assets across Triller’s Technology

Platform, which could have an adverse effect on Triller’s business, financial condition and results of operations.

are many factors that may adversely affect the popularity of Triller’s new products.

For example, Triller may fail to anticipate

and adapt to future technical trends and new business models, fail to satisfy consumer preferences and requirements, fail to effectively

plan and organize marketing and promotion activities, fail to effectively detect and prevent programming errors or defects in the products,

and fail to operate Triller’s new products at acceptable costs.

Triller cannot assure you that its new products will gain market

acceptance and become commercially successful.

If Triller is not able to license, develop or acquire additional digital entertainment

products that are commercially successful, Triller’s future revenues and profitability may decline.

use of Automatic Content Recognition (“ACR”) technology to collect viewing behavior data is emerging and may not be successful.

utilization of viewing behavior data collected using ACR technology to inform digital advertising and content delivery is an emerging

industry, and future demand and market acceptance for this type of data is uncertain.

If the market for the use of this data does not

develop or develops more slowly than Triller expects, or if Triller is unable to successfully develop and monetize its Brands, Creators,

or offerings off of the viewing behavior data it collects, its growth prospects may be harmed.

methods used on Triller’s Technology Platform subject Triller to third party payment processing-related risks.

accepts payments from its users through a variety of methods, including online payments with credit cards and debit cards issued by major

banks, payments made with gift cards processed by third-party providers and payment through third-party online payment platforms such

as PayPal, Stripe, Afterpay, and Apple Pay.

Triller also relies on third parties to provide payment processing services.

payment methods, including credit and debit cards, Triller pays interchange and other fees, which may increase over time and raise its

operating costs and lower its profit margins.

Triller may also be subject to fraud and other illegal activities in connection with the

various payment methods Triller offers, including online payment options and gift cards.

Transactions on Triller’s Technology Platform

and mobile applications are “card-not-present” transactions, so they present a greater risk of fraud.

Criminals are using

increasingly sophisticated methods to engage in illegal activities such as unauthorized use of credit or debit cards and bank account

Requirements relating to consumer authentication and fraud detection with respect to online sales are complex.

ultimately be held liable for the unauthorized use of a cardholder’s card number in an illegal activity and be required by card

issuers to pay charge-back fees.

Charge-backs result not only in Triller’s loss of fees earned with respect to the payment, but

also leave Triller liable for the underlying money transfer amount.

If Triller’s charge-back rate becomes excessive, card associations

also may require Triller to pay fines or refuse to process Triller’s transactions.

In addition, Triller may be subject to additional

fraud risk if third-party service providers or its employees fraudulently use consumer information for their own gain or facilitate the

fraudulent use of such information.

Overall, Triller may have little recourse if it processes a criminally fraudulent transaction.

or a third party may experience a data security breach involving credit card information and when this occurs, affected cardholders will

often cancel their credit cards.

In the case of a breach experienced by a third party, the more sizable the third party’s customer

base and the greater the number of credit card accounts impacted, the more likely it is that Triller’s users would be impacted

by such a breach.

To the extent Triller’s users are ever affected by such a breach experienced by Triller or a third party, affected

users would need to be contacted to obtain new credit card information and process any pending transactions.

It is likely that Triller

would not be able to reach all affected users, and even if Triller could, some users’ new credit card information may not be obtained

and some pending transactions may not be processed, which could materially adversely affect Triller’s business, financial condition

and results of operations.

Even if Triller’s users are not directly impacted by a given data security breach, they may lose confidence

in the ability of service providers to protect their personal information generally, which could cause them to stop using their credit

cards online and choose alternative payment methods that are not as convenient for Triller or restrict Triller’s ability to process

payments without significant cost or user effort.

Additionally, if Triller fails to adequately prevent fraudulent credit card transactions,

it may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of Triller’s security

measures, significantly higher credit card-related costs and substantial remediation costs, or refusal by credit card processors to continue

to process payments on Triller’s behalf, any of which could materially adversely affect Triller’s business, financial condition

and results of operations.

is subject to payment card association operating rules, certification requirements and various rules, regulations and requirements governing

electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for Triller to comply.

business changes, Triller may also be subject to different rules under existing standards, which may require new assessments that involve

costs above what Triller currently pay for compliance.

If Triller fails to comply with the rules or requirements of any provider of a

payment method it accepts, or if the volume of fraud in Triller’s transactions limits or terminates Triller’s rights to use

payment methods it currently accepts, or if a data breach occurs relating to Triller’s payment systems, among other things, Triller

may be subject to fines and higher transaction fees and lose its ability to accept credit and debit card payments from its consumers,

process electronic funds transfers or facilitate other types of online payments, and its reputation and its business, financial condition

and results of operations could be materially and adversely affected.

validity, enforceability and scope of protection of intellectual property in internet-related industries are evolving, and therefore,

Triller may have to engage in litigation or other legal proceedings to enforce and protect its intellectual property rights,

which could result in substantial costs and diversion of its resources, and have a material adverse effect on its business, financial

condition and results of operations.

Technology Platform depends on the reliability of the network infrastructure and related services provided by itself and third parties,

which is subject to physical, technological, security and other risks.

Triller could suffer a loss of revenue and increased costs, exposure

to significant liability, reputational harm and other serious negative consequences if Triller sustains damages, cyber-attacks or other

data security breaches that disrupt its operations or result in the dissemination of proprietary or confidential information about Triller

or its customers or other third parties.

development and operation of Triller’s Technology Platform is subject to physical, technological, security and other risks which

may result in interruption in service or reduced capacity.

These risks include physical damage, power loss, telecommunications failure,

capacity limitation, hardware or software failures or defects and breaches of physical and cybersecurity by computer viruses, system break-ins or

An increase in the volume of usage of Triller’s Technology Platform could strain the capacity of the software and hardware

employed to prevent and identify such failures, breaches and attacks, which could result in slower response time or system failures.

In particular, Triller’s industry has witnessed an increase in the number, intensity and sophistication of cybersecurity incidents

caused by hackers and other malicious actors such as foreign governments, criminals, hacktivists, terrorists and insider threats.

and other malicious actors may be able to penetrate Triller’s network security and misappropriate or compromise Triller’s

confidential, sensitive, personal or proprietary information, or that of third parties, and engage in the unauthorized use or dissemination

of such information.

They may be able to create system disruptions, or cause shutdowns.

Hackers and other malicious actors may be able

to develop and deploy viruses, worms, ransomware and other malicious software programs that attack Triller’s products or otherwise

exploit any security vulnerabilities of Triller’s systems.

In addition, sophisticated hardware and operating system software

and applications that Triller procures from third parties may contain defects in design or manufacture, including “bugs,”

cybersecurity vulnerabilities and other problems that could unexpectedly interfere with the operation or security of its systems.

example, in 2022, as a result of a bug introduced in the application, Triller estimated that potentially 504 accounts may have been compromised.

occurrence of any of these events could result in interruptions, delays or cessation in service to users of Triller’s online services,

which could have a material adverse effect on Triller’s business and results of operations.

Triller may be required to expend significant

capital or other resources to protect against the threat of security breaches and attacks or to alleviate problems caused by such actions,

including the following:

expenses to rectify the

consequences of the damage, security breach or cyber-attack;

liability for stolen assets

or leaked information;

costs of repairing damage

to Triller’s systems;

lost revenue and income

resulting from any system downtime caused by such breach or attack;

loss of competitive advantage

if Triller’s proprietary information is obtained by competitors as a result of such breach or attack;

increased costs of cyber

security protection;

costs of incentives Triller

may be required to offer to its customers or business partners to retain their business;

damage to Triller’s

addition, any compromise of security from a security breach or cyber-attack could deter customers or business partners from entering

into transactions that involve providing confidential information to Triller.

As a result, any compromise to the security of Triller’s

systems could have a material adverse effect on its business, reputation, financial condition, and operating results.

Triller has implemented industry-standard physical and cybersecurity measures, Triller’s network may still be vulnerable to unauthorized

access, computer viruses, denial of service and other disruptive problems.

Triller has experienced in the past, and may experience in

the future, security breaches or attacks.

There can be no assurance that any measures implemented will not be circumvented in the future.

business is also vulnerable to delays or interruptions due to Triller’s reliance on infrastructure and related services provided

by third parties.

End-users of Triller’s offerings depend on Internet Service Providers (“ ISPs ”) and

Triller’s system infrastructure for access to the internet games and services Triller offers.

Some of these services have experienced

service outages in the past and could experience service outages, delays and other difficulties due to system failures, stability or

interruption.

Triller may lose Creators or consumers as a result of delays or interruption in service, including delays or interruptions

relating to high volumes of traffic or technological problems, which may prevent the use of Triller’s Technology Platform for a

period of time and could materially adversely affect Triller’s business, revenues, results of operations and financial condition.

addition to all of the foregoing, in the event that Triller’s service agreements are terminated or expire with network infrastructure

providers, Triller could experience interruptions in access to Triller’s Technology Platform as well as significant delays and

additional expense in arranging for or creating new facilities or re-architecting Triller’s Technology Platform for deployment

on a different network infrastructure service provider, which would adversely affect Triller’s business, financial condition and

results of operations.

may experience losses due to subscriber fraud and theft of service.

may in the future obtain access to the subscription services on Triller’s Technology Platform without paying for service by unlawfully

using Triller’s authorization codes, engaging in otherwise illegal activity or by submitting fraudulent credit card information.

To date, no material losses from unauthorized credit card transactions and theft of service have occurred.

Triller has implemented anti-fraud

procedures in order to control losses relating to these practices, but these procedures may not be adequate to effectively limit all

of Triller’s exposure in the future from fraud.

If Triller’s procedures are not effective, consumer fraud and theft of service

could significantly decrease Triller’s revenue and have a material adverse effect on Triller’s business, financial condition

and operating results.

TV streaming develops more slowly than Triller expects, Triller’s operating results and growth prospects could be harmed.

streaming is a continuously evolving, making it difficult to evaluate the prospects for Triller’s TV streaming offerings.

of demand and market acceptance for Triller’s streaming offerings are subject to a high degree of uncertainty.

Triller believes

that the growth and success of its streaming offerings, such as Triller TV, and BKFC, will depend on the availability of quality content,

the quality and reliability of new devices and technology and the cost for subscribers relative to other sources of content.

These technologies,

products and content offerings continue to emerge and evolve.

Users, Creators or Brands may find TV streaming platforms to be less attractive

than traditional TV, which would harm Triller’s business.

If new technologies render the TV streaming market obsolete or Triller

is unable to successfully compete with current and new competitors and technologies, its business may be harmed.

The future growth of

Triller’s business depends in part on the growth of TV streaming advertising, and on advertisers increasing spend on such advertising.

to Triller’s existing products and apps, or the introduction of new products and brand names that Triller develops, could fail

to attract or retain Creators users, consumers or Brand partners, or generate revenue and profits.

ability to retain, increase and engage its Creators, consumers or Brand partners and to increase its revenue depends heavily on its ability

to continue to evolve its Technology Platform and to create successful new products and develop new brands for Triller, both independently

and in conjunction with developers or other third parties.

Triller may introduce significant changes to its existing products, or acquire

or introduce new and unproven third-party products, and product extensions, including using technologies with which Triller has little

or no prior development or operating experience.

Triller has also invested, and expect to continue to invest, significant resources in

growing its products to support increasing usage as well as new lines of business, new products, new product extensions and other initiatives

to generate revenue.

For example, Triller acquired Julius, which operates a marketplace that connects Brands with Creators with whom

they may desire to partner.

There is no guarantee that investing in new lines of business, new products, new product extensions and other

initiatives will succeed.

If Triller’s new or enhanced brands, products or product extensions fail to engage users, marketers,

or developers, or if Triller’s business plans are unsuccessful, Triller may fail to attract or retain users or to generate sufficient

revenue, operating margin or other value to justify its investments, and its business may be materially adversely affected.

may also introduce new products, features or terms of service or policies, and seek to find new, effective ways to show its community

new and existing products and alert them to events and meaningful opportunities to connect, that users do not like, which may negatively

affect its reputation and usage of the offerings on its Technology Platform.

New products may provide temporary increases in engagement

that may ultimately fail to attract and retain users such that they may not produce the long-term benefits that Triller expects.

ability to introduce new features, capabilities and enhancements is dependent on adequate research and development resources.

does not adequately fund its research and development efforts, or if its research and development investments do not translate into material

enhancements to us, it may not be able to compete effectively and its business, results of operations and financial condition may be

remain competitive, Triller must continue to develop new features, capabilities and enhancements to its Technology Platform, including

all of its services and technology offerings.

This is particularly true as Triller further expands and diversifies its capabilities to

address additional markets.

Maintaining adequate research and development resources, such as the appropriate personnel and development

technology, to meet the demands of the market is essential.

The development of new features, services, or products for Triller’s

Technology Platform depends on a number of factors, including Triller’s ability to:

spend its development budget efficiently

or effectively on commercially successful and innovative technologies;

realize the expected benefits

of its strategy;

develop products that are

competitive in relation to its competitors;

develop technology in a

timely and cost-effective manner;

anticipate user, Creator

and Brand demand for an offering Triller is developing;

fund and recoup costs incurred.

Triller is unable to develop features and capabilities internally due to certain constraints, such as employee turnover, lack of management

ability or a lack of other research and development resources, which may be exacerbated by Triller’s current negative working capital

and low cash balance, Triller’s business will be harmed.

Moreover, research and development projects can be technically challenging

and expensive.

The nature of these research and development cycles may cause Triller to experience delays between the time Triller incurs

expenses associated with research and development and the time it is able to offer compelling features, capabilities, and enhancements

and generate revenue, if any, from such investment.

Additionally, anticipated demand for a feature, integration, capability or enhancement

Triller is developing could decrease after the development cycle has commenced, and Triller would nonetheless be unable to avoid substantial

costs associated with the development of any such feature, integration, capability or enhancement.

If Triller expends a significant amount

of resources on research and development and its efforts do not lead to the successful introduction or improvement of features, integrations

and capabilities that are competitive, it would harm its business, results of operations, and financial condition.

many of Triller’s competitors expend a considerably greater amount of funds on their respective research and development programs,

and those that do not may be acquired by larger companies that would allocate greater resources to Triller’s competitors’

research and development programs.

Triller’s failure to maintain adequate research and development resources or to compete effectively

with the research and development programs of Triller’s competitors would give an advantage to such competitors and may harm Triller’s

business, results of operations, and financial condition.

2021, Triller launched subscription packages to bring its collection of virtual and live Events and other content in its library to paid

Triller’s assessments are based on prior experience and market competition and may not be accurate and Triller could

be underpricing or overpricing its subscription services, which may require Triller to continue to adjust its pricing packages and incorrect

pricing could result in harm to its business.

Furthermore, subscriber price sensitivity may vary by location, and as Triller expands

into different countries, its pricing packages may not enable Triller to compete effectively in these countries.

In addition, if Triller’s

Technology Platform or services change, then Triller may need to, or Triller may choose to, revise its pricing.

Such changes to Triller’s

pricing model or its ability to efficiently price its Brand services offerings, digital and in-person event tickets, or content

library could harm its business.

must increase the scale and efficiency of its technology infrastructure to support its growth.

technology must scale to process the potential increased usage of its Technology Platform.

Triller must continue to increase the capacity

of its Technology Platform to support its high-volume strategy, to cope with increased data volumes, increased use by Creators, Brands

and users and an increasing variety of advertising formats and platforms, and to maintain a stable service infrastructure and reliable

service delivery.

To the extent Triller is unable, for cost or other reasons, to effectively increase the capacity of its Technology

Platform or support emerging advertising formats or services preferred by users, consumers, Creators and Brands, its revenue will suffer.

Triller expects to continue to invest in its Technology Platform to meet increasing demand.

Such investment may negatively affect its

profitability and results of operations.

there are interruptions or performance problems associated with the technology or infrastructure of Triller’s Technology Platform,

including interruptions that impact Triller’s third-party service providers, users may experience service outages, new users may

be reluctant to adopt Triller’s product offerings, users may leave Triller’s Technology Platform, and Triller’s reputation

could be harmed.

business and continued growth rely, in part, on the ability of existing and potential users to access Triller’s Technology Platform

without interruption or degradation of performance.

Triller’s products and systems rely on software and hardware that is highly

technical and complex, and depend on the ability of such software and hardware to store, retrieve, process and manage immense amounts

Triller has in the past and may in the future experience disruptions, outages, and other performance problems with its technology

due to factors such as infrastructure changes, introductions of new functionalities, human or software errors, capacity constraints,

or attacks by malicious third parties.

internal testing, particularly when first introduced or when new versions or enhancements are released, Triller’s software may

contain serious errors or defects, security vulnerabilities, or software bugs that are difficult to detect and correct, which Triller

may be unable to successfully correct in a timely manner or at all.

In some instances, Triller may not be able to identify the cause

or causes of these performance problems immediately or in short order.

Triller may not be able to maintain the level of service uptime

and performance required by customers, especially during peak usage times and as Triller’s user traffic and number of integrations

If Triller’s Technology Platform is unavailable or if users are unable to access these platforms within a reasonable

amount of time (especially during live Events), or at all, Triller’s business would be harmed.

Since users rely on Triller’s

Technology Platform to create and share social media content and experience live event and other programming, any outage would negatively

impact Triller’s brand, reputation and customer satisfaction, and could give rise to legal liability under Triller’s service

level agreements with paid customers.

Triller depends on services from various third parties to maintain its infrastructure, including cloud-based infrastructure services.

Triller currently hosts its Technology Platform primarily using Amazon Web Services (“ AWS ”) and Google.

operations depend on protecting the virtual cloud infrastructure hosted in AWS and Google by maintaining its configuration, architecture,

features and interconnection specifications, as well as the information stored in these virtual data centers and which third-party internet

service providers transmit.

If a service provider fails to provide sufficient capacity to support Triller or otherwise experiences service

outages, such failure could interrupt access to Triller’s Technology Platform by users and organizations, which could adversely

affect their perception of Triller’s reliability and Triller’s revenue.

Any disruptions in these services, including as a

result of actions outside of Triller’s control, would significantly impact the continued performance of Triller’s Technology

A prolonged AWS service disruption affecting Triller’s Technology Platform would negatively impact Triller’s ability

to serve its consumers and partners, and could damage its reputation with current and potential consumers and partners, expose Triller

to liability, cause Triller to lose consumers or partners or otherwise harm Triller’s business.

Triller may also incur significant

costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the AWS services

the future, these services may not be available to Triller on commercially reasonable terms, or at all.

Any loss of the right to use

any of these services could result in Triller’s decreased functionality until equivalent technology is either developed by Triller

or, if available from another provider, is identified, obtained, and integrated into Triller’s infrastructure.

Triller may also

be unable to effectively address capacity constraints, upgrade its systems as needed, and continually develop its technology and network

architecture to accommodate actual and anticipated changes in technology.

Technology Platform, services and technologies are vulnerable to malicious attacks and security breaches.

Such attacks are of ever-increasing

levels of sophistication and are made by groups and individuals with a wide range of motives and expertise, including organized criminal

groups, and others.

The techniques used to breach security safeguards evolve rapidly, and they may be difficult to detect for an extended

period of time, and the measures Triller takes to safeguard its technology may not adequately prevent such incidents.

Triller has taken steps to protect its confidential and personal information and that of its users and other business relationships and

have invested in information technology, there can be no assurance that Triller’s efforts will prevent service interruptions or

security breaches in Triller’s systems or the unauthorized or inadvertent wrongful use or disclosure of such confidential information.

Such incidents could adversely affect Triller’s business operations, reputation, and client relationships.

Any such breach would

require Triller to expend significant resources to mitigate the breach of security and to address matters related to any such breach,

including the payment of fines.

Although Triller maintains an insurance policy that covers data security, privacy liability, and cyber-attacks,

Triller’s insurance may not be adequate to cover losses arising from breaches or attacks on Triller’s systems.

may be required to notify regulators about any actual or perceived personal data breach as well as the individuals who are affected by

the incident within strict time periods.

is also in the process of integrating the technology of its acquired companies.

The resulting size and diversity of Triller’s technology

systems, as well as the systems of third-party vendors with whom Triller contracts, increase the vulnerability of such systems to breakdowns

and security breaches.

In addition, Triller relies on technology at live Events, the failure or unavailability of which, for any significant

period of time, could affect Triller’s business, Triller’s reputation and the success of Triller’s live Events.

also relies on technology to provide its digital offerings, live streaming and virtual Events, which may be vulnerable to hacking, denial

of service attacks, human error and other unanticipated problems or events that could result in interruptions in Triller’s service

and unauthorized access to, or alteration of, the content and data contained on Triller’s systems and those of Triller’s

third- party vendors.

Any significant interruption or failure of the technology upon which Triller relies, or any significant breach

of security, could result in decreased performance and increased operating costs, adversely affecting Triller’s business, financial

condition and results of operations.

Implementation of changes in Triller’s technology may cost more or take longer than originally

expected and may require more testing than initially anticipated.

Any failure to update and enhance Triller’s technology in a timely

and cost-effective manner could materially adversely affect Triller’s users’ experience with Triller’s various products

and thereby negatively impact the demand for Triller’s products, and could increase Triller’s costs, either of which could

materially adversely affect Triller’s business, financial condition and results of operations.

Implementation of changes in Triller’s

technology may cost more or take longer than originally expected and may require more testing than initially anticipated.

to update and enhance Triller’s technology in a timely and cost-effective manner could materially adversely affect Triller’s

users’ experience with Triller’s various products and thereby negatively impact the demand for Triller’s products,

and could increase Triller’s costs, either of which could materially adversely affect Triller’s business, financial condition

and results of operations.

addition, the delivery of Triller’s products and services through Triller’s Technology Platform presents the potential for

further vulnerabilities.

For instance, Triller may be subject to boycotts, spam, spyware, ransomware, phishing and social engineering,

viruses, worms, malware, DDOS attacks, password attacks, man-in-the-middle attacks, cybersquatting, impersonation of employees

or officers, abuse of comments and message boards, fake reviews, doxing and swatting.

While Triller has internal policies in place to

protect against these vulnerabilities, Triller can make no assurances that it will not be adversely affected should one of these events

Additionally, there is an increased risk that Triller may experience cybersecurity-related events and other security challenges,

as a result of its hybrid and remote employees and service providers working from non-corporate-managed networks.

Triller’s future success will depend on its ability to adapt to emerging technologies such as tokenization, new authentication

technologies, such as blockchain technologies, artificial intelligence, machine learning, virtual and augmented reality, and cloud technologies.

Additionally, Triller’s efforts to adapt to emerging technologies may not always be successful and Triller may not make appropriate

investments in new technologies, which could materially adversely affect its business, financial condition and results of operations.

For example, the use of AI and ML is becoming increasingly prevalent in Triller’s industry, and, although Triller intends to continue

developing its Technology Platform’s AI and ML capabilities to meet the needs of its customers, Triller may be unable to accurately

or efficiently integrate machine learning and artificial intelligence features or functionalities of the quality or type sought by Triller’s

customers or offered by Triller’s competitors.

These development efforts may also require significant engineering, sales, and marketing

resources, all of which could require significant capital and management investment.

If Triller is unable to enhance its Technology Platform

and product offerings to keep pace with rapid technological and regulatory change, or if new technologies, including AI and ML solutions,

emerge that are able to deliver competitive products at aggressive or alternative prices, more efficiently, more conveniently or more

securely than Triller’s Technology Platform, demand for Triller’s Technology Platform and product offerings may decline,

and Triller’s business, financial condition, and results of operations may be adversely affected.

of the above circumstances or events may adversely impact the user experience, harm Triller’s reputation, cause organizations to

terminate Triller’s agreements, impair Triller’s ability to obtain license renewals from organizations, impair Triller’s

ability to grow its user base, subject Triller to financial penalties and otherwise harm Triller’s business, results of operations

and financial condition.

Triller is unable to ensure that its Technology Platform interoperates with a variety of software applications that are developed by

others, including its partners, Triller may become less competitive and its results of operations may be harmed.

Technology Platform must integrate with a variety of network, hardware, and software platforms, and Triller needs to continuously modify

and enhance the platform to adapt to changes in hardware, software, networking, browser, and database technologies.

In particular, Triller

has developed its Technology Platform to be able to integrate with third-party applications, including the applications of its competitors

as well as its partners, through the interaction of APIs.

In general, Triller relies on the providers of such software systems to allow

Triller access to their APIs to enable these integrations.

Triller is typically subject to standard terms and conditions that govern

the distribution, operation, and fees of such third-party systems and platforms which are subject to modification by such providers from

time to time.

Triller’s business may be harmed if any provider of such platforms or systems:

discontinues or limits

Triller’s access to its software or APIs;

modifies its terms of service

or other policies, including fees charged to, or other restrictions on Triller or other application developers;

changes how information

is accessed by Triller or Triller’s users;

establishes more favorable

relationships with one or more of Triller’s competitors;

develops or otherwise favors

its own competitive offerings over Triller’s.

services and products are constantly evolving, and Triller may not be able to modify its Technology Platform apps to ensure their compatibility

with that of other third parties following development changes.

In addition, some of Triller’s competitors may be able to disrupt

the operation or compatibility of Triller’s Technology Platform on or with their products or services or exert strong business

influence on Triller’s ability to operate and terms upon which Triller do so.

Should any of Triller’s competitors modify

their products, standards or terms in a manner that degrades the functionality of Triller’s Technology Platform or gives preferential

treatment to competitive products or services, whether to enhance their competitive position or for any other reason, the interoperability

of Triller’s Technology Platform with these products could decrease and Triller’s business, results of operations, and financial

condition could be harmed.

If Triller is not permitted or able to integrate with these and other third-party applications in the future,

demand for Triller’s Technology Platform would be harmed and Triller’s business, results of operations, and financial condition

would be harmed.

has created mobile versions of its websites and the various offerings that comprise its Technology Platform to respond to the increasing

number of people who access Triller’s products and services through mobile devices.

If these mobile applications and websites do

not perform well, Triller’s business may suffer.

Triller is also dependent on third-party application stores (such as those managed

by Apple and Google) that may prevent Triller from timely updating its product offerings, building new features, integrations, and capabilities,

or charging for access.

Certain of these third parties are now, and others may in the future become, competitors of us, and could stop

allowing or supporting access to the platform or the apps that comprise the platform through their products, could allow access to the

platform or such apps only at an unsustainable cost, or could make changes to the terms of access in order to make Triller’s Technology

Platform and applications less desirable or harder to access, for competitive reasons.

In addition, Triller’s Technology Platform

and applications interoperate with servers, mobile devices, and software applications predominantly through the use of protocols, many

of which are created and maintained by third parties.

Triller therefore depends on the interoperability of its applications with such

third-party services, mobile devices, and mobile operating systems, as well as cloud-enabled hardware, software, networking, browsers,

database technologies, and protocols that Triller does not control.

Any changes in such technologies that degrade the functionality of

Triller’s apps or give preferential treatment to competitive services could adversely affect adoption and usage of Triller’s

Also, Triller may not be successful in developing or maintaining relationships with key participants in the mobile industry or

in ensuring that Triller’s apps operate effectively with a range of operating systems, networks, devices, browsers, protocols and

If Triller is unable to effectively anticipate and manage these risks, or if it is difficult for users to access and use Triller’s

apps, Triller’s business, results of operations and financial condition may be harmed.

relies on software and services from other parties.

Defects in, or the loss of access to, software or services from third parties could

increase Triller’s costs and adversely affect the quality of Triller’s business.

relies on technologies from third parties, such as AWS and Google, to operate critical functions of its business, including cloud infrastructure

services and customer relationship management services.

Triller’s business would be disrupted if any of the third-party software

or services Triller utilizes and relies upon, such as AWS and Google, or functional equivalents thereof, were unavailable due to extended

outages or interruptions, or because they are no longer available on commercially reasonable terms or prices.

In each case, Triller would

be required to either seek licenses to software or services from other parties and redesign the Triller app or certain aspects of Triller’s

Technology Platform to function with such software or services or develop these components itself, which would result in increased costs

and could result in delays in launches and releases of new features, integrations, capabilities or enhancements until equivalent technology

can be identified, licensed, or developed, and integrated into the Triller app.

Furthermore, Triller might be forced to limit the features

available in its Technology Platform.

These delays and feature limitations, if they occur, could harm Triller’s business, results

of operations, and financial condition.

incorporates software and services from third parties into its Technology Platform, and its inability to maintain rights to such software

and services would harm its business and results of operations.

licenses patents, software, technology and procure services from third parties that it incorporates into or integrate with its Technology

Some of the foregoing licenses and services are material and important to the functionality and operation of Triller’s

Technology Platform and would be difficult to replace.

For example, Triller licenses music and video editing technology from a third

party licensor which is a material component of its Technology Platform.

Some of Triller’s agreements with its licensors provide

for a limited term.

Although Triller has taken steps to protect its rights in certain technology, and identify alternatives where applicable,

if Triller is unable to continue to license any of this intellectual property for any reason, its ability to develop and sell access

to its Technology Platform containing such technology could be harmed.

Similarly, if Triller is unable to license necessary intellectual

property from third parties now, or in the future, on commercially reasonable terms or at all, Triller may be forced to acquire or develop

alternative technology, which Triller may be unable to do in a commercially feasible manner, or at all, and Triller may be required to

use alternative technology of lower quality or performance standards, which would adversely affect Triller’s business, financial

condition and results of operations.

also cannot be certain that its licensors are not infringing the intellectual property rights of third parties or that its licensors

have sufficient rights to the licensed intellectual property in all jurisdictions in which Triller may sell access to its Technology

In addition, many licenses are non-exclusive, and therefore Triller’s competitors may have access to the same technology

licensed to Triller.

of Triller’s products contain third-party open source software components, and failure to comply with the terms of the underlying

open source software licenses could restrict Triller’s ability to sell its products.

of Triller’s products contain components that are licensed under so-called “open source,” “free”

or other similar licenses.

Open source software is made available to the general public on an “as-is” basis under

the terms of a non-negotiable license.

Triller currently combines its proprietary software with open source software, but not

in a manner that Triller believes requires the release of the source code of its proprietary software to the public.

Triller does not

plan to integrate its proprietary software with open source software in ways that would require the release of the source code of its

proprietary software to the public.

Although Triller has certain processes in place to monitor and manage its use of open source software

to avoid subjecting its platform to conditions Triller does not intend, the terms of many open source licenses have not been interpreted

or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions

or restrictions on Triller’s ability to provide or distribute Triller’s platform.

use and distribution of open source software may entail greater risks than use of third-party commercial software.

Open source licensors

generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the

quality of the code.

In addition, if Triller combines its proprietary software with open source software in a certain manner, Triller

could, under certain open source licenses, be required to release to the public or remove the source code of Triller’s proprietary

Triller may also face claims alleging noncompliance with open source license terms or infringement or misappropriation of proprietary

These claims could result in litigation, require Triller to purchase a costly license or remove the software.

if the license terms for open source software that Triller uses change, it may be forced to re-engineer its solutions, incur additional

costs or discontinue the sale of its offerings if re-engineering could not be accomplished on a timely basis or at all.

Triller monitors its use of open source software to avoid subjecting its offerings to unintended conditions, Triller cannot assure you

that its processes for monitoring and managing its use of open source software in its platform will be effective and there is a risk

that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on its ability to commercialize

its offerings.

Triller cannot guarantee that it has incorporated open source software in its software in a manner that will not subject

Triller to liability or in a manner that is consistent with its current policies and procedures.

failure to maintain or renew Triller’s agreements with producers or distributors of free, freemium and pay-per-view content

could adversely impact Triller’s business.

enters into long-term contracts for both the acquisition and the distribution of media content, including contracts for the acquisition

of content rights for sporting events and other programs.

As these contracts expire, Triller must renew or renegotiate the contracts,

and if Triller is unable to renew them on acceptable terms, Triller may lose content rights or distribution rights.

Even if these contracts

are renewed, the cost of obtaining content rights may increase (or increase at faster rates than Triller’s historical experience).

Moreover, Triller’s ability to renew these contracts on favorable terms may be affected by consolidation in the market for content

distribution and the entrance of new participants in the market for distribution of content on digital platforms.

With respect to the

acquisition of content rights, particularly sports content rights, the impact of these long-term contracts on Triller’s results

over the term of the contracts depends on a number of factors, including the strength of advertising markets, subscription levels and

rates for content, effectiveness of marketing efforts and the size of viewer audiences.

There can be no assurance that revenues from

content based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the content.

ability to provide its subscribers with content also depends on content providers and other rights holders licensing rights, including

distribution rights, to such content and certain related elements thereof, such as the public performance of music contained within the

content Triller distributes.

The license periods and the terms and conditions of such licenses vary, and Triller is currently operating

outside the terms of some of its current licenses.

If the content providers and other rights holders are not or are no longer willing

or able to license Triller content upon terms acceptable to us, Triller’s ability to stream content to its subscribers may be adversely

affected and/or its costs could increase.

Because of these provisions as well as other actions Triller may take, content available through

its service can be withdrawn on short notice.

As competition increases, Triller has seen the cost of certain programming increase.

business depends on its ability to send consumer engagement messages, including emails, SMS, and mobile and web notifications, and any

significant disruption in service with Triller’s third-party providers or on mobile operating systems could result in a loss of

customers or less effective consumer-brand engagement, which could harm Triller’s business, financial condition, and results of

brand, reputation, and ability to attract new customers depend on the reliable performance of Triller’s technology infrastructure

and content delivery.

Triller’s Technology Platform engages with consumers through emails, SMS and push notifications, and Triller

depends on third-party services for delivery of such notifications.

Any incident broadly affecting the interaction of third-party devices

with Triller’s platform, including any delays or interruptions in these services that could cause delays to emails, SMS, or mobile

and web notifications, could adversely affect Triller’s business.

Similarly, cybersecurity events could result in a disruption

to such third-party’s services, including regulatory investigations, reputational damage, and a loss of sales and customers, which

could in turn impact Triller’s business.

A prolonged disruption, cybersecurity event or any other negative event affecting a third-party

service could lead to customer dissatisfaction and could in turn damage Triller’s reputation with current and potential customers,

result in a breach under Triller’s agreements with its customers, and cause Triller to lose customers or otherwise harm its business,

financial condition, and results of operations.

depends in part on mobile operating systems and their respective infrastructures to send notifications through various applications that

utilize its platform.

As new email, mobile devices, and mobile and web platforms are released, existing email, mobile devices, and platforms

may cease to support Triller’s platform or effectively roll out updates to Triller’s customers’ applications.

in these systems or platforms that negatively impact the functionality of Triller’s platform could adversely affect Triller’s

ability to interact with consumers in a timely and effective fashion, which could adversely affect Triller’s ability to retain

and attract new customers.

The parties that control the operating systems for mobile devices and mobile, web, and email platforms have

no obligation to test the interoperability of new mobile devices or platforms with Triller’s platform, and third parties may produce

new products that are incompatible with or not optimal for the operation of Triller’s platform.

Additionally, in order to deliver

high-quality consumer engagement, Triller needs to ensure that its platform is designed to work effectively with a range of mobile technologies,

systems, networks, and standards.

If consumers choose to use products or platforms that do not support Triller’s platform, or if

Triller does not ensure its platform can work effectively with such products or platforms, Triller’s business and growth could

Triller also may not be successful in developing or maintaining relationships with key participants in the email or mobile

industries that permit such interoperability.

If Triller is unable to adapt to changes in popular operating systems and platforms, it

expects that its customer retention and customer growth would be adversely affected.

business may be adversely affected if Triller’s access to music rights is limited or delayed.

The concentration of control of content

by major music licensors means that even one entity, or a small number of entities working together, may unilaterally affect Triller’s

access to music and other content.

Triller depends upon third-party licenses for the use of music on Triller’s platform and in

Triller’s content.

An adverse change to, loss of, or claim that Triller does not hold necessary licenses may have an adverse effect

on its business, operating results, and financial condition.

is an important element of the overall content that Triller makes available on the Triller app.

Triller relies on licensors that hold

rights to sound recordings and musical compositions, over whom Triller has no control, for the music related content Triller makes available

on the Triller app.

To secure the rights to use music in Triller’s content and on the Triller app, Triller enters into agreements

to obtain licenses from rights holders such as performing rights organizations, record labels, music publishers, collecting societies,

artists and songwriters, and other copyright owners (or their agents).

Triller pays royalties to such parties or their agents around

Triller cannot guarantee that these parties will always choose to license to Triller.

process of obtaining licenses involves identifying and negotiating with many rights holders, some of whom are unknown, or difficult to

identify, or for whom Triller may have conflicting ownership information, and implicates a myriad of complex and evolving legal issues

across many jurisdictions, including open questions of law as to when and whether particular licenses are needed with respect to the

use of musical compositions and sound recordings.

music industry is highly concentrated, which means that one or a small number of entities may, on their own, take actions that adversely

affect Triller’s business.

For example, the music rights licensed to Triller under Triller’s agreements with major record

labels and major publishing companies are necessary for Triller to exploit the majority of music consumed on the Triller app.

business may be adversely affected if Triller’s access to music is limited or delayed, or if any of the various rights to such

music are no longer licensed to us, if Triller’s relationships deteriorate with one or more of these rights holders, or if they

choose not to license to Triller for any other reason.

Rights holders also may attempt to take advantage of their market power by seeking

onerous financial terms from Triller.

Triller may elect not to renew certain agreements with rights holders for any number of reasons,

or Triller may decide to explore different licensing schemes or economic structures with certain or all rights holders.

Artists and/or

songwriters may object and may exert public or private pressure on rights holders to discontinue or to modify license terms, or Triller

may elect to discontinue use of an artist or songwriter’s catalog based on a number of factors, including actual or perceived reputational

Additionally, there is a risk that aspiring rights holders, their agents, or legislative or regulatory bodies will create or

attempt to create new rights that could require Triller to enter into new license agreements with, and pay royalties to, newly defined

groups of rights holders, some of which may be difficult or impossible to identify.

if Triller is able to secure music rights from record labels, music publishers and other copyright owners, artists and/or artist groups

may object and may exert public or private pressure on third parties to discontinue licensing rights to us, hold back content from us,

or increase royalty rates.

As a result, Triller’s ability to continue to license rights to music is subject to convincing a broad

range of stakeholders of the value and quality of Triller’s service.

In addition, Triller’s music licenses from record labels,

music publishers and other copyright owners may not contemplate some of the features and content that Triller may wish to add to its

service, or new service offerings or revenue models that Triller may wish to launch.

To the extent that Triller is unable to license

or continue to license a large amount of music rights or the music rights related to the music written or performed by certain popular

artists, Triller’s business, operating results, and financial condition could be materially harmed.

respect to musical compositions, in addition to obtaining the synchronization, distribution and reproduction rights, Triller also needs

to obtain public performance or communication to the public rights, and this needs to be accomplished on a territory basis.

while Triller may hold sufficient license rights for certain music in a territory such as the United States, it may be difficult to obtain

the license for the same music rights from the applicable rights holders outside of such territory.

the United States, public performance rights are typically obtained separately through intermediaries known as performing rights organizations

(“ PROs ”) which (a) issue blanket licenses with copyright users for the public performance of musical compositions

in their repertory, (b) collect royalties under those licenses, and (c) distribute such royalties to copyright owners.

has, or are in some instances in the process of obtaining licenses, for public performance of musical compositions in the United States,

Canada, Mexico, Europe and other territories, through local collecting societies representing songwriters and publishers, and from certain

publishers directly, or a combination thereof.

The royalty rates available to Triller from the PROs today may not be available to Triller

in the future.

The royalty rates under licenses provided by American Society of Composers, Authors and Publishers (“ ASCAP ”)

and Broadcast Music Inc.

(“ BMI ”) currently are governed by consent decrees, which were issued by the U.S.

of Justice in an effort to curb anti-competitive conduct.

Removal of or changes to the terms or interpretation of these agreements could

affect Triller’s ability to obtain licenses from these PROs on current and/or otherwise favorable terms, which could harm Triller’s

business, operating results, and financial condition.

other parts of the world, including in Canada and Europe, Triller has or are in some instances in the process of obtaining licenses for

public performance of musical compositions through local collecting societies representing songwriters and publishers, and from certain

publishers directly, or a combination thereof.

Given the licensing landscape in other territories for public performance rights, Triller

cannot guarantee that it will be able to finalize and enter into licensing agreements in such territories, or that Triller’s licenses

with collecting societies and Triller’s direct licenses with publishers provide full coverage for all of the musical compositions

it uses in its service in the countries in which it operates, or that Triller may enter in the future.

Publishers, songwriters, and other

rights holders who choose not to be represented by major or independent publishing companies or collecting societies have, and could

in the future, adversely impact Triller’s ability to secure licensing arrangements in connection with musical compositions that

such rights holders own or control, and could increase the risk of liability for copyright infringement.

Triller expends significant resources to seek to comply with applicable contractual, statutory, regulatory, and judicial frameworks,

it cannot guarantee that it currently holds, or will always hold, every necessary right to use all of the music that is used on Triller’s

service now or that may be used in Triller’s products and services in the future, and Triller cannot assure you that Triller is

not infringing or violating any third-party intellectual property rights, or that Triller will not do so in the future.

These challenges,

and others concerning the licensing of music on Triller’s platform, may subject Triller to significant liability for copyright

infringement, breach of contract, or other claims.

is a party to many music license agreements that are complex and impose numerous obligations upon Triller that may make it difficult

to operate Triller’s business, and a breach, or perceived breach, of such agreements could adversely affect Triller’s business,

operating results, and financial condition.

license agreements are complex and impose numerous obligations on us, including obligations to, among other things:

calculate and make payments

based on complex royalty structures, which requires tracking usage of content in Triller’s service that may have inaccurate

or incomplete metadata necessary for such calculation;

provide periodic reports

in specified formats on the exploitation of the content;

represent that Triller

will obtain all necessary licenses and consents and pay all associated fees, royalties, and other amounts due for the licensing of

sound recordings and musical compositions;

comply with certain marketing

and advertising restrictions;

grant the licensor the

right to audit Triller’s compliance with the terms of such agreements;

comply with certain security

and technical specifications.

of Triller’s license agreements may also contain minimum guarantees or require that Triller makes minimum guarantee or advance

payments, which are not always tied to Triller’s number of users or stream counts for music used in Triller’s service.

Triller’s ability to achieve and sustain profitability and operating leverage in part depends on Triller’s ability to increase

its revenue through increased sales of subscriptions on terms that maintain an adequate gross margin.

Triller’s license agreements

that contain minimum guarantees typically have terms of between one and three years, but Triller’s users may cancel their subscriptions

Triller relies on estimates to forecast whether such minimum guarantees and advances against royalties could be recouped

against Triller’s actual content costs incurred over the term of the license agreement.

To the extent that Triller’s estimates

underperform relative to Triller’s expectations, and Triller’s content costs do not exceed such minimum guarantees and advance

payments, Triller’s margins may be adversely affected.

of Triller’s license agreements may also include so-called “most-favored nations” provisions, which require that certain

terms (including material financial terms) are no less favorable than those provided to any similarly situated licensor.

If agreements

are amended or new agreements are entered into on more favorable terms, these most-favored nations provisions could cause Triller’s

payment or other obligations to escalate substantially.

Additionally, some of Triller’s license agreements require consent to undertake

new business initiatives utilizing the licensed content (e.g., alternative distribution models), and without such consent, Triller’s

ability to undertake new business initiatives may be limited and Triller’s competitive position could be impacted.

Triller breaches any obligations in any of its license agreements, or if it uses content in ways that are found to exceed the scope of

such agreements, Triller could be subject to monetary penalties or claims of infringement, and its rights under such agreements could

be terminated.

Furthermore, certain of Triller’s licenses are currently expired by their terms, and Triller is relying on ordinary

course of dealing extensions with such licensors.

Additionally, Triller is not current on payments under all of its licenses, which may

increase the risk of litigation with certain of its licensors.

Triller also runs the risk of such licensors making copyright infringement

claims against us, which could have a material adverse effect on Triller’s business, financial condition, and operating results.

the past, Triller has entered into agreements that required Triller to make substantial payments to licensors to resolve instances of

past use at the same time that Triller enters into go-forward licenses.

These agreements may also include most-favored nations provisions.

If triggered, these most favored nations provisions could cause Triller’s payments or other obligations under those agreements

to escalate substantially.

If Triller needs to enter into additional similar agreements in the future, it could have a material adverse

effect on its business, financial condition, and operating results.

faces risks, such as unforeseen costs and potential liability, in connection with content Triller produces, licenses, and distributes

through Triller’s Technology Platform.

a producer and distributor of content, Triller faces potential liability for negligence, copyright and trademark infringement, claims

for violation of the right of publicity or privacy, or other claims based on the nature and content of materials that Triller produces,

license, and distribute, such as content from its live Events.

Triller also may face potential liability for content used in promoting

its Technology Platform and Events, including marketing materials or its community-related content.

Triller may decide to remove content

from its Technology Platform, not to place certain content on its Technology Platforms, or to discontinue or alter its production of

certain types of content if Triller believes such content might not be well received by its consumers and partners or could be damaging

to its brand and business.

the extent Triller does not accurately anticipate costs or mitigate risks, including for content that it obtains but ultimately does

not appear on or is removed from its Technology Platforms, or if Triller become liable for content it produces, licenses or distributes,

its business may suffer.

Litigation to defend these claims could be costly and the expenses and damages arising from any liability could

harm its business and reputation.

Triller may not be indemnified against claims or costs of these types and Triller cannot guarantee

that it is adequately insured to indemnify Triller for all liability that may be imposed on Triller.

ability to generate revenue from discretionary consumer and corporate spending on entertainment and sports events, such as ticket sales,

corporate sponsorships and advertising, is subject to many factors, including many that are beyond Triller’s control, such as general

macroeconomic conditions and catastrophic events.

business depends on discretionary consumer and corporate spending.

Many factors related to discretionary consumer and corporate spending,

including economic conditions affecting disposable consumer income such as inflation, including the current persistent inflationary environment,

unemployment levels, fuel prices and prices for other goods and services, interest rates, including the current environment of rapidly

rising interest rates, changes in tax rates, tax laws that impact companies or individuals, and inflation can significantly impact Triller’s

operating results.

Declines in advertising, sponsorship and other Brand partnership revenue can also be caused by the economic prospects

of specific advertisers or industries, by increased competition for the leisure time of audiences and audience fragmentation, by the

growing use of new technologies causing advertisers to alter their spending priorities based on these or other factors.

Brands’ willingness to purchase advertising or to sponsor Triller’s live Events may be adversely affected by lower audience

ratings for Triller’s programming content.

While consumer and corporate spending may decline at any time for reasons beyond Triller’s

control, such as economic recessions or other economic conditions, natural disasters, severe weather, pandemics such as the COVID-19 pandemic,

wars, acts of terrorism, power loss, telecommunications failure or other catastrophic events, the risks associated with Triller’s

businesses become more acute in periods of a slowing economy or recession, which may be accompanied by reductions in corporate sponsorship

and advertising and decreases in attendance at live entertainment and sports events, among other things.

There can be no assurance that

consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic

conditions, thereby possibly impacting Triller’s operating results and growth.

A prolonged period of reduced consumer or corporate

spending, as occurred during the COVID-19 pandemic, could have an adverse effect on Triller’s business, financial condition

and results of operations.

and managing certain Events for which Triller sells media and sponsorship rights and ticketing exposes Triller to greater financial risk

than market participants who are not vertically integrated.

If the live Events that Triller owns and manages are not financially successful,

Triller’s business could be adversely affected.

acts as a principal by owning and managing certain live Events for which it sells media and sponsorship rights and ticketing, such as

Organizing and operating a live event involves significant financial risks as Triller bears all or most event costs, including

a significant amount of up-front costs.

In addition, Triller typically books its live Events many months in advance of holding

the event and often agree to pay various third parties fixed guaranteed amounts prior to receiving any related revenue.

if a planned event fails to occur or there is any disruption in Triller’s ability to live stream or otherwise distribute an event,

whether as a result of technical difficulties or otherwise, Triller could lose a substantial amount of these up-front costs,

fail to generate anticipated revenue and be forced to issue refunds for media and sponsorship rights, advertising fees, and ticket sales.

There can be no assurance that Triller will not suffer financial harm or adverse impacts to its business operations if Triller is required

to cancel and/or reschedule any live Events.

Triller could be compelled to cancel or postpone all or part of an event for many reasons,

including poor weather, issues with obtaining permits or government regulation or performers failing to participate, as well as operational

challenges caused by extraordinary incidents such as terrorist or other security incidents, mass-casualty incidents, natural disasters,

public health concerns including pandemics such as the recent COVID-19 pandemic or similar events.

Such incidents have been

shown to cause a nationwide disruption of commercial and leisure activities.

For example, in 2021 and 2022 Triller had to cancel a total

of four Events due to key participants contracting COVID-19.

These cancelations resulted in Triller’s being unable to

recoup or avoid payment for various nonrefundable expenses Triller had paid and/or incurred in connection with such Events.

Triller often

has cancellation insurance policies in place to cover a portion of its losses if it is compelled to cancel an event, but its coverage

may not be sufficient and is subject to deductibles.

If the live Events that Triller owns and manages are not financially successful,

it could suffer an adverse effect on its business, financial condition and results of operations.

failure to continue creating and partnering with those who create popular live events and pay-per-view programming could adversely

impact Triller’s business.

creation, marketing and distribution of Triller’s media entertainment programming, including Triller’s pay-per-view and

digital live Events, is critical to Triller’s business and to Triller’s ability to generate revenues.

A failure to continue

developing or partnering with those who develop creative and entertaining programs and events would likely lead to a decline in the popularity

of Triller’s brand of entertainment and would adversely affect Triller’s ability to generate revenues and could have a material

adverse effect on Triller’s business, operating results and financial condition.

may pay upfront expenses when planning live Events, entering into exclusive agreements for video series, or licensing rights to distribute

and publicly perform music, and if these arrangements do not perform as Triller expects, its business, results of operations and financial

condition may be harmed.

may pay one-time, upfront non-recoupable or recoupable signing fees or advances to certain entertainers (e.g.

athletes, and influencers) or event venues in order to produce high-quality live and virtual entertainment, or gain exclusive ticketing

or streaming video rights.

Triller may also pay upfront fees for access to song catalogs by music labels.

If the party does not comply

with the terms of the contract or perform an event, such fees are refundable to Triller.

Triller pay these upfront fees based on the

expectations to generate revenue on ticket sales, sponsorships, advertising and on-demand payments by users.

Triller makes

the decision to make these payments based on its assessment of the past success of the entertainers, past event data, and other financial

Triller includes commercial and legal protections in its contracts that include upfront fees, such as requiring certain

performance obligations, to mitigate the financial risk of making these payments.

However, live and virtual Events may vary greatly from year-to-year and

from event to event as a result of external factors, including event planning and budgeting commitments as well as other competing events,

streaming platform commitments, etc.

If Triller’s assumptions and expectations prove wrong, or a counterparty defaults, resulting

in an unsuccessful event, Triller’s return on these signing fees will not be realized and Triller’s business and results

of operations will be harmed.

Triller has in the past, and may in the future, face legal claims from Creators or vendors who did not receive advanced payout payments,

which may harm Triller’s business, results of operation and financial condition.

Triller has in the past, and may in the future,

also face legal claims from Creators who did not meet contractual minimums or other contractual provisions to receive payments, which

may harm Triller’s business, results of operation or financial condition.

and spectators in connection with Triller’s live entertainment and sports Events are subject to potential injuries and accidents,

which could subject Triller to personal injury or other claims and increase Triller’s expenses (for which Triller’s insurance

may not provide adequate coverage), as well as reduce attendance at Triller’s live entertainment and sports Events, causing a decrease

in Triller’s revenue.

holds numerous live Events each year.

This schedule exposes Triller’s performers, athletes and Triller’s employees who are

involved in the production of those Events to the risk of travel and performance-related accidents, the consequences of which are not

fully covered by insurance.

The physical nature of Triller’s Events exposes Triller’s performers and athletes to the risk

of serious injury or death.

There are inherent risks to participants and spectators involved with producing, attending or participating

in live entertainment and sports events including the risk of an actual or threatened terrorist act, fire, explosion, protests, riots,

and other safety or security issues, any one of which could result in injury or death to attendees and/or damage to the facilities at

which such an event is hosted.

Injuries and accidents may occur from time to time in the future, which could subject Triller to substantial

claims and liabilities for injuries.

Incidents in connection with Triller’s entertainment and sports Events at any of Triller’s

venues or venues that Triller rents could also result in claims, reducing operating income or reducing attendance at Triller’s

Events, causing a decrease in Triller’s revenues.

There can be no assurance that the insurance Triller maintains will be adequate

to cover any potential losses.

The physical nature of many of Triller’s live sports Events exposes the athletes that participate

to the risk of serious injury or death.

For example, participants in BKFC do not wear any padding or gloves, which may result in increased

numbers of injuries, including, among others, maxillofacial fractures and dental avulsions.

These injuries could also include concussions

or more serious injuries, and many sports leagues and organizations have been sued by athletes over alleged long-term neurocognitive

impairment arising from concussions.

Although the participants in certain of Triller’s live sports Events, as independent contractors,

are responsible for maintaining their own health, disability and life insurance, Triller may seek coverage under its accident insurance

policies or its general liability insurance policies, for injuries that athletes incur while competing.

To the extent such injuries are

not covered by its policies, Triller may self-insure medical costs for athletes for such injuries.

Liability to Triller resulting from

any death or serious injury, including concussions, sustained by athletes while competing, could adversely affect its business, financial

condition, and operating results.

live Events will entail other risks inherent in public live events, including air and land travel interruption or accidents, the spread

of illness, injuries resulting from building problems, equipment malfunction, terrorism or other violence, local labor strikes

and other “force majeure” type events.

If an event Triller hosts or in which Triller participates experiences an internet

or power outage, the event may be delayed or canceled, and Triller’s reputation may be harmed.

These circumstances could result

in personal injuries or deaths, including to Triller’s employees and contractors, canceled Events and other disruptions

to Triller’s business or result in liability to third parties.

Triller cannot guarantee its insurance policies will provide Triller

coverage for these incidents or that any coverage Triller obtain will be adequate to cover its liabilities.

Moreover, if there were a

public perception that the safety or security measures are inadequate at the Events Triller hosts, whether or not that is the case, it

could result in reputational damage and a decline in future attendance at Events hosted by Triller.

In addition, Triller streams a number

of live Events every year, and if an event Triller hosts or participates in experiences an internet or power outage, the event may be

delayed or canceled, and Triller’s reputation may be harmed and Triller may incur additional financial expense.

The occurrence

of any of these circumstances could adversely affect Triller’s business, financial condition, and results of operations.

decline in the popularity of Triller’s brand of sports entertainment, including as a result of changes in the social and political

climate, could adversely affect Triller’s business.

operations are affected by consumer tastes and entertainment trends, which are unpredictable and subject to change and may be affected

by changes in the social and political climate.

Some of live event programming is created to evoke a passionate response from consumers.

For example, BKFC live Events may be negatively perceived by some parts of the public and negative events or publicity related to such

Events may result in a decline in the popularity of such events.

determination that independent contractors are employees could expose Triller to various liabilities and additional costs.

certain states, notably California and New York, legislative changes have been enacted or are contemplated that draw into question Triller’s

ability to treat performers and athletes as independent contractors in those states.

The impact of these initiatives on Triller is unknown.

If Triller is required to reclassify independent contractors as employees, Triller may incur additional costs and taxes which could adversely

affect Triller’s business, financial condition, and results of operations.

that govern the status and classification of independent contractors are subject to changes and divergent interpretations by various

authorities, which can create uncertainty and unpredictability for Triller.

For example, in 2020 California passed a worker classification

statute (“ AB 5 ”), which effectively narrowed the definition of an independent contractor by requiring hiring entities

to use a stricter test to determine a given worker’s classification.

In addition, AB 5 places the burden of proof for classifying

workers as independent contractors on hiring entities and provides enforcement powers to the state and certain cities.

Legislative proposals

concerning worker classification are being considered by various other states, including New York and New Jersey.

Additionally, any requirement

to reclassify independent contractors as employees may require Triller to significantly alter Triller’s existing business model

or operations, including suspending or ceasing operations in impacted jurisdictions, increase Triller’s costs and impact Triller’s

ability to add new talent and grow Triller’s business.

For instance, existing talent may decide not to partner with Triller and

new talent may not join given the loss of flexibility under an employment model.

Any of the foregoing could have an adverse impact on

Triller’s business, financial condition, and results of operations and Triller’s ability to achieve or maintain profitability.

If ultimately required, worker’s compensation insurance for Triller’s talent or other aspects of their treatment as employees

in those states could add expense to, or otherwise alter, Triller’s operations, which could affect Triller’s business, financial

condition and/or results of operations.

Liability to Triller resulting from any death or serious injury sustained by one of Triller’s

performers or athletes while performing could adversely affect Triller’s business, financial condition and operating results.

Company’s insurance may not be adequate.

plans to hold numerous live Events each year.

This schedule exposes Triller’s performers and Triller’s employees who are

involved in the production of those Events to the risk of travel and performance-related accidents, the consequences of which may not

be fully covered by insurance.

The physical nature of the Company’s Events exposes the Company’s performers to the risk of

serious injury or death.

Although the Company has general liability insurance and umbrella insurance policies, and although the Company’s

performers are responsible for obtaining their own health, disability and life insurance, the Company cannot assure you that the consequences

of any accident or injury will be fully covered by insurance.

the Company’s liability resulting from any accident or injury not

covered by the Company’s insurance could have a material adverse effect on the Company’s business, operating results and

financial condition.

may be prohibited from promoting and conducting Triller’s live Events if it does not comply with applicable regulations.

various states in the United States, athletic commissions and other applicable regulatory agencies require Triller to comply with their

regulations, which may include obtaining promoters licenses, performers licenses, medical licenses and/or event permits in order for

Triller to promote and conduct Triller’s live events.

In the event that Triller fails to comply with the regulations of a particular

jurisdiction, Triller may be prohibited from promoting and conducting live events in that jurisdiction.

The inability to present Triller’s

live Events over an extended period of time or in a number of jurisdictions could have a material adverse effect on Triller’s business,

operating results and financial condition.

disputes, whether involving Triller’s own employees or sports leagues, creative talent or broadcast partners may disrupt Triller’s

operations and adversely affect Triller’s results of operations.

of the performers and vendors Triller uses for its live Events and content production, including music and athletic talent and production

crews, may be covered by collective bargaining agreements or works councils.

If the parties Triller has contracts with are unable to

reach agreements with labor unions before the expiration of their collective bargaining agreements, the individuals who were covered

by those agreements may have a right to strike or take other actions that could adversely affect Triller.

Moreover, many collective bargaining

agreements are industry-wide agreements, and Triller lacks control over the negotiations and terms of the agreements.

A labor dispute

involving Triller’s contracted parties may result in work stoppages or disrupt Triller’s operations and reduce Triller’s

revenue, and resolution of disputes may increase Triller’s costs.

disputes in sports leagues or associations could have an adverse impact on Triller’s business, financial condition and results

of operations.

In addition, any labor disputes that occur in any sports league or association for which Triller has the rights to broadcast

live games or events may preclude Triller from airing or otherwise distributing scheduled games or events, which could have a negative

effect on Triller’s business, financial condition and results of operations.

sales cycle for live events programming varies and may negatively affect Triller’s ability to prepare accurate financial forecasts.

sales cycle related to Triller’s live Events programming and the related revenue streams, which typically ranges from a single

week to multiple months, may also cause Triller to experience a delay between increasing operating expenses and the generation of corresponding

revenue, if any.

Accordingly, Triller may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that

Triller does not receive as a result of delays arising from these factors, and Triller’s results of operations in future reporting

periods may be below the expectations of investors.

If Triller does not address these risks successfully, Triller’s results of

operations could differ materially from Triller’s estimates and forecasts or the expectations of investors, causing Triller’s

business to suffer.

has no assurance that the substantial time and money spent on its sales efforts will generate significant revenue.

If conditions in the

marketplace, generally or with specific Brands, Creators or consumers, change negatively, it is possible that Triller will be unable

to recover any of these expenses.

Triller’s sales efforts involve educating Triller’s Brands, Creators or consumers about

the use, technical capabilities and benefits of Triller’s Technology Platform.

Some of Triller’s Brands, Creators or consumers

undertake an evaluation process that frequently involves not only Triller’s Technology Platform but also the offerings of Triller’s

As a result, it is difficult to predict when Triller will obtain new Brands, Creators or consumers and begin generating

revenue from these new Brands, Creators or consumers.

Even if Triller’s sales efforts result in obtaining a new Brand, Creator

or user, it may not sufficiently justify the expenses incurred to acquire the Brand, Creator or user and the related training support.

As a result, Triller may not be able to add Brands, Creators or consumers, or generate revenue, as quickly as Triller may expect, which

could harm Triller’s growth prospects.

significant slowdown in the growth of AI and AI-related markets could affect Triller’s business and earnings.

the market does grow, there is a possibility that Triller may not be able to grow at a similar pace.

and AI-related markets are still in their infancy in comparison to other widely used software types, it is unclear whether

AI and AI-related markets will continue to grow.

The success of Triller’s Technology Platform will depend on the willingness

of Creators and Brands to increase their use of AI.

If Creators and Brands do not perceive the benefits of AI products and services,

then AI and AI-related markets could experience a significant slowdown in growth, which would diminish the market for Triller’s

Technology Platform and have a negative effect on Triller’s business, operating results, and financial condition.

Additionally,

if market growth falls short of Triller’s expectations Triller may not be able to adjust its Technology Platform quickly enough

to maintain and grow its operations.

Even if AI-related markets do grow, Triller may not be able to adjust its spending quickly

enough to keep pace or grow at a similar or steady pace with such growth, and Triller may misjudge market and business trends, which

would harm its business, operating results, and financial condition.

services and products developed by Triller may become obsolete due to fast growing technological innovations or the entry of competitors

with more financial and brand power.

is a fast growing industry and Triller must successfully adapt and manage technological advances in AI and AI-related markets,

as well as effectively compete with the emergence of additional competitors in the industry in order to maintain and grow Triller’s

AI business and AI services.

Thus, the success of Triller’s AI services and business depends in large part on Triller’s ability

to keep pace with rapid technological changes in the development and implementation of AI products and services.

For example, the development

of groundbreaking technological innovations in AI, or innovations that would render AI obsolete, would harm Triller’s AI related

business and make Triller’s AI services less durable.

Further, the entry of competitors into the AI market that have more financial

and brand power, could cause Triller’s share of the market to be significantly reduced thereby negatively affecting Triller’s

business, operating results, and financial condition.

For example, both Google and Microsoft have announced near term AI products and

Any one of which may be a direct competitor with Triller’s Amplify conversation AI services.

There is a risk that these

or other competitors could cause significant disruptions to Triller’s AI business model, and that Triller will be unprepared to

compete effectively.

to attract and retain additional qualified personnel could prevent the Company from executing the Company’s business strategy and

growth plans.

execute the Company’s business strategy, the Company must attract and retain highly qualified personnel, including in the areas

of AI and ML.

Competition for executive officers, software developers, compliance and risk management personnel and other key employees

in the Company’s industry and location is intense.

The Company competes with many other companies for software developers with

high levels of experience in designing, developing, and managing cloud-based software, as well as for skilled legal and compliance and

risk operations professionals.

Many of the companies with which the Company competes for experienced personnel have greater resources

than the Company does and can frequently offer such personnel substantially greater compensation than the Company can offer.

If the Company

fails to identify, attract, develop and integrate new personnel, or fail to retain and motivate its current personnel, its growth prospects

would be adversely affected.

information that Triller’s AI learns may include highly confidential information.

In the unlikely event of a leakage of such confidential

information, Triller’s credibility may be negatively impacted, which may affect Triller’s business, operating results, and

financial condition.

AI may come to learn sensitive and confidential information.

When accumulating such information the risks of a data breach or inadvertent

disclosure of such information is of paramount concern.

The information Triller’s AI obtains may become released due to a hack

or data breach by third-parties as well as accidently released by Triller.

Any unauthorized disclosure of such information could damage

Triller’s reputation, interrupt Triller’s operations, and may result in a violation of applicable laws.

If such information

is released, it could cause Creators and Brands to not trust Triller’s AI services and reduce the number of customers Triller attracts.

Further, if such a leak were to occur Triller may also have to cease its AI operations to install additional security measures to prevent

the further occurrence of leaks, which may be time consuming and expensive.

Accordingly, if there is a leak of sensitive or confidential

information by Triller’s AI, whether as a result of third-parties, or caused by us, it would seriously harm Triller’s business,

operating results, and financial condition.

of new and emerging AI applications, such as genAI content creation, may require additional investment and costs, and pose risks to Triller’s

business and could subject Triller to legal liability.

around new and emerging AI applications, such as genAI content creation, may require additional investment in the development of proprietary

datasets and ML models, development of new approaches and processes to provide attribution or remuneration to content creators and building

systems that enable creatives to have greater control over the use of their work in the development of AI, which may be costly and could

impact Triller’s profit margin.

Developing, testing, and deploying AI systems may also increase the cost profile of Triller’s

offerings due to the nature of the computing costs involved in such systems.

may use generative AI tools in its business.

GenAI is a broad label describing any type of AI that can produce new text, images, video,

or audio clips.

Technically, this type of AI learns patterns from training data and generates new, unique outputs with similar properties.

GenAI tools producing content which can be indistinguishable from that generated by humans is a relatively novel development, with benefits,

risks, and liabilities still unknown.

Recent decisions of the U.S.

ownership in any source code, text, images, or other materials, which Triller develops through use of genAI tools, and the availability

of such protections in other countries is unclear.

As a result, Triller could have no remedy if third parties reused those same materials,

or similar materials also generated by AI tools.

Triller also face risks to any confidential or proprietary information of the Company

which it may include in any prompts or inputs into any genAI tools, as the providers of the genAI tools may use these inputs or prompts

to further train the tools.

Not all providers offer an option to opt-out of such usage, and, even where Triller does opt-out, it cannot

guarantee that the opt-out will be fully effective.

In addition, Triller has little or no insight into the third-party content and materials

used to train these genAI tools, or the extent of the original works which remain in the outputs.

As a result, Triller may face claims

from third parties claiming infringement of their intellectual property rights, or mandatory compliance with open source software or

other license terms, with respect to software, or other materials or content Triller believed to be available for use, and not subject

to license terms or other third party proprietary rights.

Triller could also be subject to claims from the providers of the genAI tools,

if Triller uses any of the generated materials in a manner inconsistent with their terms of use.

Any of these claims could result in

legal proceedings and could require Triller to purchase a costly license, comply with the requirement of open source software license

terms, or limit or cease using the implicated software, or other materials or content unless and until Triller can re-engineer such software,

materials, or content to avoid infringement or change the use of, or remove, the implicated third party materials, which could reduce

or eliminate the value of its technologies and services.

Any of these risks could be difficult to eliminate or manage, and, if not addressed,

could have a material adverse effect on Triller’s business, results of operations, financial condition, and future prospects.

relating to the responsible use of our technologies may result in reputational or financial harm and liability.

with many new emerging technologies, AI presents risks and challenges and increases ethical and legal concerns relating to its responsible

use that could affect the adoption of AI, and thus our business.

Concerns relating to the responsible use of new and evolving technologies

in our products and services may also result in reputational or financial harm and liability and may cause us to incur costs to resolve

We may not have insight into, or control over, how our customers and other third parties use or deploy the AI models that

we trained or assisted in training, or that were trained using our computing solutions, or that we otherwise make available to customers.

We do not control how others, including customers, use AI models that we develop or make available.

We also cannot fully control how

users interact with our inference solution, including whether they may violate our terms of use or that of third-party models with which

we integrate.

If we enable or offer AI models that draw controversy due to their perceived or actual impact on society, including, for

example, AI models that have unintended consequences, infringe intellectual property rights or rights of publicity, disseminate illegal,

inaccurate, defamatory, or harmful content, or are controversial because of their impact on human rights, privacy, cybersecurity, employment

or other social, economic or political issues, or if we are unable to develop effective internal policies and frameworks relating to

the responsible development and use of AI models, we may experience brand or reputational harm, competitive harm, financial harm, or

legal liability.

Complying with multiple laws, statutes, regulations, self-regulatory frameworks, and industry standards from different

jurisdictions related to AI could increase our cost of doing business, may change the way that we operate in certain jurisdictions, or

may impede our ability to offer certain products and services in certain jurisdictions if we are unable to comply with applicable legal

requirements.

Compliance with existing and proposed government regulation of AI, including in jurisdictions such as the European Union

(the “ EU ”), as well as under any U.S.

regulation adopted in response to the Biden Administration’s October 2023

executive order on the Safe, Secure, and Trustworthy Development and Use of Artificial Intelligence (“ 2023 AI Order ”),

may also increase the cost of related research and development and compliance, and create additional reporting or transparency requirements.

In addition, unfavorable developments with evolving laws and regulations worldwide related to AI, such as those laws that may pause or

inhibit continued development or adoption of AI, may limit global adoption, reduce demand for our products and services, increase our

costs to provide our products and services, impede our strategy, and negatively impact our long-term expectations in this area.

given the adoption of the EU AI Act (the “ AI Act ”) in 2024, we anticipate that there will continue to be significant

developing laws and regulations with respect to AI as the AI industry continues to develop.

Changes in AI-related regulation may disproportionately

impact and disadvantage us and require us to change our business practices, which may harm our results of operations.

Our, our customers,

or others’ failure to adequately address any of the foregoing concerns or regulations relating to the responsible use of AI may

undermine public confidence in AI and slow adoption of our products and services or harm our reputation or business, financial condition,

results of operations, and prospects.

may be unable to protect its patents, trademarks and other intellectual property rights, and others may allege that Triller infringes

upon their intellectual property rights.

has invested significant resources in brands associated with its business such as “Triller,” “Triller Fight Club,”

“TrillerFest,” and “TrillerTV” in an attempt to obtain and protect its public recognition.

These brands are essential

to Triller’s success and competitive position.

Triller has also invested significant resources in the premium content that it produces.

intellectual property portfolio primarily consists of patents, patent applications, copyrights, registered and unregistered trademarks,

trademark applications, domain names, know-how, and trade secrets.

Triller’s trademarks and other intellectual property

rights are critical to Triller’s success and Triller’s competitive position.

Triller’s intellectual property rights

may be challenged and invalidated by third parties and may not be strong enough to provide meaningful commercial competitive advantage.

While Triller has been issued patents and have additional patent applications pending, there can be no assurance that Triller’s

issued patents will not be limited in scope or invalidated, or that Triller’s patent applications will result in issued patents.

Triller has not registered its intellectual property in all jurisdictions in which it operates or has plans to operate.

If Triller fails

to maintain its intellectual property, its competitors might be able to enter the market, which would harm its business.

a portion of Triller’s intellectual property has been acquired from one or more third parties.

While Triller has conducted diligence

with respect to such acquisitions, because Triller did not participate in the development or prosecution of much of the acquired intellectual

property, Triller cannot guarantee that its diligence efforts identified and/or remedied all issues related to such intellectual property,

including potential ownership errors, potential errors during prosecution of such intellectual property, and potential encumbrances or

issues arising through the acquisition that could limit Triller’s ability to enforce such intellectual property rights.

policing unauthorized use and other violations of Triller’s intellectual property is difficult, particularly given Triller’s

international scope, so Triller is susceptible to others infringing, diluting or misappropriating its intellectual property rights.

Triller is unable to maintain and protect its intellectual property rights adequately, Triller may lose an important advantage in the

markets in which it competes.

In particular, the laws of certain foreign countries do not protect intellectual property rights in the

same manner as do the laws of the United States and, accordingly, Triller’s intellectual property is at greater risk in those countries

even where Triller takes steps to protect such intellectual property.

For example, some license provisions protecting against unauthorized

use, copying, transfer, and disclosure of Triller’s products, or certain aspects of Triller’s Technology Platform or products

may be unenforceable under the laws of certain jurisdictions.

Further, competitors, foreign governments, foreign government-backed actors,

criminals, or other third parties may gain unauthorized access to Triller’s proprietary information and technology.

Additionally,

certain unauthorized use of Triller’s intellectual property may go undetected, or Triller may face legal or practical barriers

to enforcing its legal rights even where unauthorized use is detected.

Triller has not actively monitored trademark filings by third

The disclosure to, or independent development by, a competitor of any of Triller’s trade secrets, know-how or

other technology not protected by a patent or other intellectual property system could materially reduce or eliminate any competitive

advantage that Triller may have over such competitor.

Additionally, failure to comply with applicable procedural, documentary, fee payment,

foreign filing license and other similar requirements with the United States Patent and Trademark Office and various similar foreign

governmental agencies could result in abandonment or lapse of the affected patent, trademark or application.

Accordingly, despite Triller’s

efforts, Triller may be unable to prevent third parties from infringing upon, misappropriating or designing around Triller’s technology

and intellectual property or claiming that Triller infringes upon or misappropriate their technology and intellectual property.

confidentiality and invention agreements Triller has entered into to protect its intellectual property rights may not have been properly

entered into on every occasion with the applicable counterparty, and Triller cannot predict whether these agreements will be adequate

to prevent infringement or misappropriation of these rights or be sufficient to ensure ownership of these rights, and such agreements

can be difficult and costly to enforce or may not provide adequate remedies if violated.

Further, Triller may not have entered into such

agreements with all relevant parties.

If Triller failed to enter into one of these agreements, or if the assignment language is found

to be insufficient under applicable laws, it may not have effectively granted ownership of certain technology or other intellectual property

In such an event, there would be a risk that the applicable counterparty would not be available to (or would not be willing

to) assist Triller in perfecting its ownership of the technology or intellectual property, or the counterparty may even assert ownership

rights against Triller and make claims for fees, damages, or equitable relief with respect to such technology or intellectual property,

which may have an adverse effect on Triller’s ability to utilize, perfect, or protect Triller’s proprietary rights over such

technology and intellectual property.

Such agreements may also be breached and trade secrets or confidential information may be willfully

or unintentionally disclosed, including by employees who may leave Triller’s company and join Triller’s competitors, or Triller’s

competitors or other parties may learn of the information in some other way.

Any such infringement of Triller’s intellectual property

rights would also likely result in Triller’s commitment of time and resources to protect these rights.

Triller has engaged, and

continue to engage, in litigation with parties that claim or misuse some of its intellectual property.

Triller is involved in certain

pending lawsuits relating primarily to the ownership of certain intellectual property rights.

Similarly, Triller may infringe on others’

intellectual property rights.

One or more adverse judgments with respect to these intellectual property rights could have a material

adverse effect on Triller’s business, operating results and financial condition.

time to time, in the ordinary course of Triller’s business, Triller has been and may become involved in administrative processes,

including re-examination, inter partes review, interference, derivation opposition and/or cancellation proceedings with

respect to some of Triller’s intellectual property or third-party intellectual property.

Any such proceedings or other litigation

or dispute involving the scope or enforceability of Triller’s intellectual property rights or any allegation that Triller infringes,

misappropriate or dilute upon the intellectual property rights of others, regardless of the merit of these claims, could be costly and

time-consuming and have in the past and may in the future lead to loss or narrowing of Triller’s intellectual property.

infringement or other intellectual property claim made against Triller by any third party is successful, if Triller is required to indemnify

a third party with respect to a claim, or if Triller is required to, or decide to, cease use of a brand or technology, rebrand or obtain non-infringing intellectual

property (such as through a license), it could result in harm to Triller’s competitive position, delay introductions of enhancements

to Triller’s platform, result in Triller’s substituting inferior or more costly technologies into Triller’s platform,

or harm Triller’s reputation and brand, and could adversely affect Triller’s business and financial condition.

Triller expects

that the occurrence of infringement claims is likely to grow as the market for Triller’s Technology Platform and Events grows and

as Triller introduces new and updated products and offerings.

Accordingly, Triller’s exposure to damages resulting from infringement

claims could increase and this could further exhaust Triller’s financial and management resources.

new and existing legal and illegal distribution channels, consumers have increasing options to access entertainment video.

particular, threatens to damage Triller’s business.

Furthermore, in light of the compelling consumer proposition, piracy services

are subject to rapid global growth.

Triller’s streaming video solutions are directly threatened by the availability and use of

pirated alternatives.

The value that streaming services are willing to pay for content that Triller develops may be reduced if piracy

prevents these services from realizing adequate revenues on these acquisitions.

in the event of a bankruptcy, Triller’s intellectual property licenses could be affected in numerous ways.

A bankruptcy could result

in Triller losing intellectual property rights.

In particular, the United States Bankruptcy Code definition of intellectual property

only includes trade secrets, patents and patent applications, copyrights, and mask works and does not include trademarks so in the event

of Triller’s bankruptcy, Triller could lose rights to its trademarks.

has been, and in the future may be, sued by third parties for alleged infringement of their proprietary rights.

is considerable patent and other intellectual property development activity in Triller’s market, and litigation, based on allegations

of infringement or other violations of intellectual property, is frequent in the music and social media industries.

However, Triller

may not be aware if Triller’s Technology Platform or technology is infringing, misappropriating, or otherwise violating third-party

intellectual property rights, and such third parties may bring claims alleging such infringement, misappropriation, or violation.

patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending

applications, unknown to us, that later result in issued patents that could cover Triller’s Technology Platform or technology and

there is also a risk that Triller could adopt a technology without knowledge of a pending patent application, which technology would

infringe a third-party patent once that patent is issued.

Furthermore, it is common for individuals and groups to purchase patents and

other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like Triller’s.

Triller’s patent portfolio may provide little or no deterrence in a litigation with such non-practicing entities or other

adverse patent owners that have no relevant solution revenue as Triller would not be able to assert its patents against such entities

or individuals.

use of third-party content, including music content, software, and other intellectual property rights may be subject to claims of infringement

or misappropriation.

Triller cannot guarantee that its internally developed or acquired technologies and content do not or will not infringe

the intellectual property rights of others.

From time to time, Triller’s competitors or other third parties have in the past and

may in the future claim that Triller is infringing upon or misappropriating their intellectual property rights, and Triller may be found

to be infringing upon such rights.

potential litigants, including some of Triller’s competitors and patent-holding companies, have the ability to dedicate substantial

resources to assert their intellectual property rights and to defend claims that may be brought against them.

Claims or litigation have

caused in the past and could in the future cause Triller to incur significant expenses and, if successfully asserted against us, could

require that Triller pays substantial damages or ongoing royalty payments, prevent Triller from offering its Technology Platform or services

or using certain technologies, force Triller to implement expensive work-arounds, or impose other unfavorable terms.

In addition, Triller

may be required to license additional technology from third parties to develop and market new platform features, which may not be on

commercially reasonable terms, or at all, and would adversely affect Triller’s ability to compete.

Any license or settlement entered

into as the result of claims or litigation may not provide Triller with sufficient rights to practice Triller’s Technology Platform.

Triller has in the past and may in the future enter into patent license agreements as a result of third-party patent assertions.

event that Triller does not comply with the requirements of a patent license agreement or fail to make required payments, Triller may

be subject to breach of contract claims, which may subject Triller to monetary damages and loss of rights under the license agreement.

Triller expects that the occurrence of infringement claims is likely to grow as the market for Triller’s Technology Platform and

Events grows and as Triller introduces new and updated products and offerings.

Accordingly, Triller’s exposure to damages resulting

from infringement claims could increase and this could further exhaust Triller’s financial and management resources.

Further, during

the course of any litigation, Triller may make announcements regarding the results of hearings and motions, and other interim developments.

If securities analysts and investors regard these announcements as negative, the value of ILLR Shares may decline.

Even if intellectual

property claims do not result in litigation or are resolved in Triller’s favor, these claims, and the time and resources necessary

to resolve them, could divert the resources of Triller’s management and require significant expenditures.

Any of the foregoing

could prevent Triller from competing effectively and could have an adverse effect on Triller’s business, financial condition, and

operating results.

Triller’s agreements with certain partners and certain vendors include indemnification provisions under which Triller agrees to

indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement pertaining to Triller’s

products and technology.

Some of these indemnity agreements provide for uncapped liability and some indemnity provisions survive termination

or expiration of the applicable agreement.

Any claim of infringement by a third party, even one without merit, whether against Triller

or for which Triller is required to provide indemnification, could cause Triller to incur substantial costs defending against the claim,

could distract Triller’s management from Triller’s business, and could require Triller to cease use of such intellectual

Further, because of the substantial amount of discovery required in connection with intellectual property litigation, Triller

risks compromising Triller’s confidential information during this type of litigation.

Any dispute with a partner or vendor with

respect to these intellectual property indemnification obligations could have adverse effects on Triller’s relationship with that

counterparty and other potential partners or vendors, and harm Triller’s business and operating results.

Triller may be required

to make substantial payments for legal fees, settlement fees, damages, royalties, or other fees in connection with a claimant securing

a judgment against us, Triller may be subject to an injunction or other restrictions that cause Triller to cease selling subscriptions

to Triller’s platform, Triller may be subject to an injunction or other restrictions that cause Triller to rebrand or otherwise

cease using certain trademarks in specified jurisdictions, or Triller may be required to redesign any allegedly infringing portion of

Triller’s platform or Triller may agree to a settlement that prevents Triller from distributing Triller’s platform or a portion

thereof, any of which could adversely affect Triller’s business, financial condition and results of operations.

In addition, Triller’s

insurance may not be adequate to indemnify Triller for all liability that may be imposed, or otherwise protect Triller from liabilities

or damages, and any such coverage may not continue to be available to Triller on acceptable terms or at all.

may incur significant expenses to protect its intellectual property rights, and if Triller is unable to adequately protect its intellectual

property rights, its competitive position could be harmed.

regards its copyrights, service marks, trademarks, trade secrets, patents and other intellectual property as critical to its success.

Triller relies on a combination of copyright and trademark laws, trade secret protection, confidentiality and non-disclosure agreements,

and other contractual provisions to protect Triller’s proprietary software, trade secrets and similar intellectual property.

has patents, copyrights and trademarks in certain jurisdictions and may apply for further trademark and copyright registrations and additional

patents, which may provide such protection in relevant jurisdictions.

However, Triller cannot assure you that its efforts will prove

to be sufficient or that third parties will not infringe upon or misappropriate its proprietary rights.

Unauthorized use of the intellectual

property, whether owned by or licensed to us, could adversely affect Triller’s business and reputation.

may be subject to disputes or liabilities associated with content made available on its products and services.

provides various products and services that enable Brands and Creators and other users to make content available on its service.

example, Creators or users can record and distribute their content and can upload profile images.

These may subject Triller to claims

of intellectual property infringement by third parties if such Brands and Creators or users do not obtain the appropriate authorizations

from rights holders.

In addition to intellectual property infringement, Triller has faced and will continue to face other claims relating

to content that is published or made available through its products and services.

These may include claims related to defamation, rights

of publicity and privacy, and online safety.

For example, Triller is dependent on those who provide content on its service complying

with the terms and conditions of any license agreements with us, its end user license agreements, or commercial agreements Triller may

enter into with certain Brands and Creators or users, which prohibit providing content that infringes the intellectual property or proprietary

rights of third parties or is otherwise legally actionable pursuant to privacy and/or publicity rights, and other applicable laws, rules,

and regulations.

However, Triller cannot guarantee that the Brands and Creators and users who provide content on its service will comply

with their obligations, and any failure of Brands and Creators and users to do so may materially impact Triller’s business, operating

results, and financial condition.

and other intermediate online service providers rely primarily on two sets of laws in the U.S., to shield Triller from legal liability

with respect to user activity, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark

infringement, and other theories based on the nature and content of the materials searched, the advertisements posted, or the content

provided by Brands, Creators or users.

The Digital Millennium Copyright Act (“ DMCA ”) provides service providers a

safe harbor from monetary damages for copyright infringement claims, provided that service providers comply with various requirements

designed to stop or discourage infringement on their platforms by their users.

Section 230 of the Communications Decency Act (“ CDA ”)

protects providers of an interactive computer service from liability with respect to most types of content, including defamatory information,

provided over their service by others, including users.

Both the DMCA safe harbor and Section 230 of the CDA face regular calls for revision,

including without limitation in a number of CDA reform bills currently being considered by legislators.

Furthermore, recent litigation

involving cloud hosting companies has created uncertainty with respect to the applicability of DMCA protections to companies that host

substantial amounts of user content.

For these reasons and others, now or in the future, the DMCA, CDA, and similar provisions may be

interpreted as not applying to Triller or may provide Triller with incomplete or insufficient protection from claims.

Changes in any

such laws that shield Triller from liability could materially harm Triller’s business, operating results, and financial condition.

In many, but not all, territories outside of the United States there are laws similar to the DMCA which exempt Triller from copyright

infringement liability that may arise due to hosting user-uploaded materials.

In some countries, particularly in Europe and the APAC

region, these laws are being readjusted and new -at times burdensome -constraints are being imposed onto service providers.

Triller has invested and continue to invest in systems and resources, which are intended to ensure that Triller is compliant with the

requirements of U.S.

and international laws relating to, among other things, materials that infringe on copyrights and contain other

objectionable content, Triller’s systems may not be sufficient or Triller may unintentionally err and fail to comply with these

laws and regulations which could expose Triller to claims, judgments, monetary liabilities and other remedies, and to limitations on

Triller’s business practices which could materially adversely affect Triller’s business and financial results.

Triller entered into a settlement agreement relating to a lawsuit for copyright infringement whereby Triller agreed to pay Wixen $10.0

million in scheduled payments through September 2024 and approximately $5.5 million remains due.

To date, Triller was unable to

satisfy this obligation and as a result on or about December 18, 2024, Wixen filed a Complaint against Triller, Inc.

in the Superior

Court in Los Angeles, California alleging breach of contract in connection with Triller’s alleged breach of the subject settlement

If Triller is not able to obtain sufficient financing to satisfy these obligations it will have a material adverse effect

on its business and Triller may have to limit operations in a manner inconsistent with its development and growth plans.

the large volume of content that various third parties make available on Triller’s Technology Platform, it is challenging for Triller

to accurately verify the legitimacy of such content and review or moderate such content to ensure that it is otherwise in compliance

with Triller’s policies, so inappropriate content may be posted or activities executed before Triller is able to take protective

action, which could subject Triller to legal liability.

Even if Triller complies with legal obligations to remove or disable content,

Triller may continue to allow use of its products or services by individuals or entities who others find hostile, offensive, or inappropriate.

The activities or content of Triller’s Creators, Brands or users may lead Triller to experience adverse political, business and

reputational consequences, especially if such use is high profile.

Conversely, actions Triller takes in response to the activities of

Triller’s Creators, Brands or users, up to and including banning them from using Triller’s products, services, or properties,

may harm Triller’s brand and reputation.

In addition to liability based on Triller’s activities in the United States, Triller

may also be deemed subject to laws in other countries that may not have the same protections or that may impose more onerous obligations

on us, which may impose additional liability or expense on us, including additional theories of intermediary liability.

addition, Brands may not wish to associate with certain types of content and if Triller cannot reliably exclude their ads from certain

types of content, Triller’s business relationships may also be negatively impacted.

If Triller fails to build and maintain an effective

system to moderate the content on Triller’s Technology Platform, Triller’s users, Creators, or Brands may lose trust in us,

Triller’s reputation may be impaired, and Triller’s business may be adversely affected.

is subject to governmental regulation and other legal obligations, particularly related to privacy, data protection and information security,

and Triller’s actual or perceived failure to comply with such obligations could harm Triller’s business, including regulatory

investigations or actions;

fines and penalties;

disruptions of Triller’s business operations;

reputational harm;

of revenue or profits;

and other adverse business consequences.

Triller processes personal information and other sensitive data such as confidential business data, trade secrets, and intellectual property,

from and about Triller’s Creators, Brands, users, employees, service providers, and other third parties, Triller is subject to

general business regulations and laws, as well as regulations and laws specific to the internet, which may include laws and regulations

related to user privacy, data protection, information security, consumer protection, payment processing, taxation, intellectual property,

electronic contracts, internet access and content restrictions.

Triller’s handling of data is subject to a variety of laws and

regulations, including regulation by various government agencies, including the FTC, and various state, local and foreign regulators.

federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use

and storage of personal data of individuals.

Any failure or perceived failure by Triller to comply with privacy or security laws, policies,

legal obligations or industry standards or any security incident that results in the unauthorized disclosure, release or transfer of

personal data or other user data may result in governmental enforcement actions, litigation, fines and penalties and/or adverse publicity,

and could cause Triller’s users to lose trust in us, which could have an adverse effect on Triller’s reputation and business.

Triller cannot guarantee that it has been or will be fully compliant in every jurisdiction.

Litigation and regulatory proceedings are

inherently uncertain, and the laws and regulations governing issues such as privacy, payment processing, taxation and consumer protection

related to the internet continue to develop.

Triller’s service and others like Triller gain traction in international markets, governments are increasingly looking to introduce

new or extend legacy regulations to these services.

Laws and regulations concerning privacy, data protection and information security

are evolving, and changes to such laws and regulations could require Triller to change features of Triller’s services, which may

in turn reduce demand for Triller’s services.

Triller’s failure to comply with federal, state and international data privacy

laws and regulations could harm Triller’s ability to successfully operate Triller’s business and pursue Triller’s business

For example, the CCPA, among other things, requires covered companies to provide disclosures to California consumers and afford

such consumers the ability to opt-out of sales of personal data.

Additionally,

broad consumer privacy laws have been enacted in a number of states including California.

Colorado, Connecticut, Iowa, Utah and Virginia.

For example, In April 2024, President Biden signed the bill mandating the ban or sale of TikTok, which passed both the House and Senate

with strong support as the government moved to ban the app over national security concerns.

Despite TikTok’s efforts, including

lawsuits and appeals, the U.S.

Court of Appeals upheld the ban, and the Supreme Court scheduled a review for January 2025.

yet fully clear how these laws will be enforced and how certain of their requirements will be interpreted.

The effects of these laws

are potentially significant and may require Triller to modify Triller’s data collection or processing practices and policies and

to incur substantial costs and expenses in an effort to comply and increase Triller’s potential exposure to regulatory enforcement

and/or litigation.

CCPA has prompted a number of proposals for new federal and state-level privacy legislation.

Such proposed legislation, if enacted, may

add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources

in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs

and/or changes in business practices and policies.

At the federal level, there is a significant and potentially transformative bipartisan

bill being debated.

federal and state laws restrict the use and protect the privacy and security of personally identifiable information.

For example, according

to the FTC, failing to take appropriate steps to keep consumers’ personal information secure constitutes unfair acts or practices

in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, 15 U.S.C.

The FTC expects a

company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information

it holds, the size and complexity of its business and the cost of available tools to improve security and reduce vulnerabilities.

recent years, the FTC has paid increased attention to privacy and data security matters, and Triller expects them to continue to do so

in the future.

privacy of children’s personal data collected online is also becoming increasingly scrutinized both in the United States and internationally.

For example, the United Kingdom’s Age Appropriate Design Code (“ AADC ”) and incoming Online Safety Bill, focuses

on online safety and protection of children’s privacy online.

A similar law, the California’s Age-Appropriate Design Code

Act (“ CAADCA ”) was signed into law in California and goes into effect on July 1, 2024.

The CAADCA implements into

law certain principles taken from the AADC, among other things, and imposes substantial new obligations upon companies.

Passage of the

CAADCA and similar laws may further complicate compliance efforts and may increase legal risk and compliance costs for Triller and Triller’s

third party partners.

In the U.S., Triller may have obligations on the federal level under the Children’s Online Privacy Protection

Act (“ COPPA ”).

Despite Triller’s efforts, no assurances can be given that the measures Triller has taken to

address COPPA requirements will be sufficient to completely avoid allegations of COPPA violations, any of which could expose Triller

to significant liability, penalties, reputational harm and loss of revenue, among other things.

Additionally, new laws and regulations

are being considered in various jurisdictions to require the monitoring of user content or the verification of users’ identities

and age such as a comprehensive new measure just signed into law in Utah.

addition, many foreign jurisdictions in which Triller does business, including the European Union and other jurisdictions have laws and

regulations dealing with the collection and use of personal data obtained from their residents, which are more restrictive in certain

respects than those in the U.S.

Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure

and security of personal data that identifies or may be used to identify an individual.

Triller may be required to modify its policies,

procedures, and data processing measures in order to address requirements under these or other privacy, data protection, or cyber security

regimes, and may face claims, litigation, investigations, or other proceedings regarding them and may incur related liabilities, expenses,

costs, and operational losses.

the European Union, legislators adopted the EU GDPR, which became effective in May 2018, and which imposes heightened obligations and

risk upon Triller’s business and which may substantially increase the penalties to which Triller could be subject in the event

of any non-compliance.

Under the EU GDPR, parties are either controllers, which are decision-makers that exercise overall control over

the purposes and means of data processing, whether alone or jointly with one or more other persons, or processors, who act on behalf

of, and only on the instructions of, the relevant controller.

In the provision of Triller’s services to its users, Triller generally

acts as a controller, which imposes significant compliance obligations on Triller under the EU GDPR.

If Triller fails to satisfy these

obligations, it may be subject to investigation or administrative fines from supervisory authorities or subject to individual claims

that Triller failed to comply with the applicable provisions of EU GDPR.

In addition, further to the United Kingdom’s exit from

the European Union on January 31, 2020, the EU GDPR ceased to apply in the United Kingdom at the end of the transition period on December

In addition, Triller is also subject to data protection laws in the United Kingdom.

The UK GDPR and the UK Data Protection

Act 2018 set out the United Kingdom’s data protection regime, which is independent from but aligned to the European Union’s

data protection regime.

Non-compliance with the EU GDPR, or UK GDPR, may result in monetary penalties of up to €20 million (or £17.5

million under UK GDPR) or 4% of worldwide annual turnover, whichever is higher.

Further, a wide variety of other potential enforcement

powers are available to competent supervisory authorities in respect of potential and suspected violations of the EU GDPR, or UK GDPR,

including audit and inspection rights, and powers to order temporary or permanent bans on all or some processing activities.

and UK GDPR also confer a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities,

seek judicial remedies, and obtain compensation for damages resulting from violations of the EU GDPR and UK GDPR.

EU GDPR also provides that European Economic Area (“ EEA ”) Member States may make their own further laws and regulations

to introduce additional requirements (for example, related to the processing of “special categories of personal data,” as

well as personal data related to criminal offenses or convictions) which adds to the complexity of processing personal data in or from

the EEA or the United Kingdom.

This may lead to greater divergence in the law that applies to the processing of personal data across

the EEA and/or United Kingdom, compliance with which could limit Triller’s ability to collect and process data in the context of

Triller’s EEA and/or United Kingdom operations, and/or could cause Triller’s compliance costs to increase, ultimately having

an adverse impact on Triller’s business and harming Triller’s business and financial condition.

EU GDPR also regulates cross-border transfers of personal data and requires transferee countries to have protections equivalent to protections

available in the EU.

The EU GDPR imposes strict rules on the transfer of personal data to countries outside the EEA, Switzerland or the

United Kingdom, including the United States, in respect of which the European Commission or the United Kingdom government has not issued

a so-called “adequacy decision” or “adequacy regulation” (known as “third countries”), unless the

parties to the transfer have implemented specific safeguards to protect the transferred personal data.

This includes putting in place

the European Commission’s Standard Contractual Clauses (“ SCCs ”) for transfers outside of the EEA and a similar

transfer mechanism for transfers of personal data outside of the United Kingdom, the International Data Transfer Agreement or Addendum

Under both the EU GDPR and the UK GDPR, exporters are also required to assess the risk of the data transfer

on a case-by-case basis, including conducting an analysis of the laws in the destination country.

The SCCs had to be in place by December

27, 2022, whereas the IDTA must be implemented in all existing contracts by March 21, 2024.

Finalizing the implementation of the updated

SCCs and IDTA, and conducting the required risk assessments, may continue to necessitate significant contractual overhaul of Triller’s

data transfer arrangements with users, sub-processors and vendors.

On June 28, 2021, the European Commission published its decision recognizing

the United Kingdom as having adequate laws to the protect the rights and freedoms of data subjects such that personal data may transfer

to from the EU to the United Kingdom without an approved transfer mechanism.

The decision is effective for four years and its continuing

effect is dependent on United Kingdom and regulation on data privacy not diverging materially from the EU GDPR.

The United Kingdom Government

also confirmed that data transfers to the EU remain free flowing.

addition, other European data protection laws require that affirmative opt-in consent is procured to the placement of cookies and similar

tracking technologies on users’ devices (other than those that are “strictly necessary” to provide services requested

by the user), including those used for analytics, personalization of experiences and advertising.

These requirements may increase Triller’s

exposure to regulatory enforcement actions, increase Triller’s compliance costs and reduce demand for Triller’s products.

A new regulation proposed in the EU, which would apply across the EEA, known as the ePrivacy Regulation, if and when enacted, may further

restrict the use of cookies and other online tracking technologies on which Triller’s products rely, as well as increase restrictions

on the types of direct marketing campaigns that Triller’s platform enables.

The final version of the ePrivacy Directive is likely

to introduce regulatory enforcement powers akin to those available to supervisory authorities under the EU GDPR, including significant

administrative fines and other penalties for non-compliance.

Given the delay in finalizing the ePrivacy Regulation, certain regulators

have issued guidance on the requirement to seek strict opt-in consent to all non-essential cookies and similar technologies and the requirement

to increase the standard of transparency relating to use of cookies and similar technologies.

Triller is likely to need to invest significantly

in compliance with these types of new legislation in order to attract and maintain users in the EEA.

global regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial

and other personal data, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations.

proliferation of privacy and data protection laws has heightened risks and uncertainties concerning cross-border transfers of personal

data and other data, which could impose significant compliance costs and expenses on Triller’s business, increase Triller’s

potential exposure to regulatory enforcement and/or litigation, and have a negative effect on Triller’s existing business and on

Triller’s ability to attract and retain new users.

publicly posts documentation regarding its practices concerning the collection, processing, use and disclosure of data.

Although Triller

endeavors to comply with its published policies and documentation, it may at times fail to do so or be alleged to have failed to do so.

Any failure or perceived failure by Triller to comply with Triller’s privacy policies or any applicable privacy, security or data

protection, information security or consumer-protection related laws, regulations, orders or industry standards could expose Triller

to costly litigation, significant awards, fines or judgments, civil and/or criminal penalties or negative publicity, and could materially

and adversely affect Triller’s business, financial condition and results of operations.

The publication of Triller’s privacy

policy and other documentation that provide promises and assurances about privacy and security can subject Triller to potential state

and federal action if they are found to be deceptive, unfair, or misrepresentative of Triller’s actual practices, which could,

individually or in the aggregate, materially and adversely affect Triller’s business, financial condition and results of operations.

may in the future be, subject to enforcement actions, investigations, litigation, or other inquiries regarding Triller’s data privacy

and security practices.

Additionally, advocacy organizations have also filed complaints with data protection authorities against advertising

technology companies, arguing that certain of these companies’ practices do not comply with the EU GDPR and/or the UK GDPR.

is possible that investigations or enforcement actions will involve Triller’s practices or practices similar to Triller’s.

If Triller’s privacy or data security measures fail to comply with current or future laws and regulations, Triller may be subject

to claims, legal proceedings or other actions by individuals or governmental authorities based on privacy or data protection regulations

and Triller’s commitments to users or others, as well as negative publicity and a potential loss of business.

Moreover, if future

laws and regulations limit Triller’s ability to process personal data, Triller’s costs could increase, and Triller’s

business, results of operations and financial condition could be harmed.

In addition, privacy advocates and industry groups have regularly

proposed, and may propose in the future, self-regulatory standards with which Triller must legally comply or that contractually apply

If Triller fails to follow these security standards even if no user information is compromised, it may incur significant

fines, negative publicity and reputational damage or experience a significant increase in costs.

the interpretation and application of privacy and data protection laws, regulations and standards are uncertain and quickly changing,

it is possible that these obligations may be interpreted and applied in manners that are, or are asserted to be, inconsistent with Triller’s

Preparing for and complying with these obligations requires significant resources.

Further, adaptation of the digital advertising

marketplace requires increasingly significant collaboration between participants in the market, such as content Creators, Brands and

Failure of the industry to adapt to changes in data privacy and security obligations and user response to such changes could

negatively impact inventory, data, and demand.

Triller cannot control or predict the pace or effectiveness of such adaptation, and Triller

cannot predict the impact such changes may have on its business.

In addition, it may be necessary for Triller to fundamentally change

its business activities, information technologies, systems, and practices, and to those of any third parties that process personal information

on Triller’s behalf.

Triller endeavors to comply with all applicable data privacy and security obligations, Triller may at times fail or be perceived to have

failed to do so.

For example, Triller’s subsidiary, TrillerTV, is party to a class action over its use of consumer personal identifying

information from Facebook.

Moreover, despite Triller’s efforts, Triller’s customers, personnel or third parties upon whom

Triller relies may fail to comply with such obligations, which could negatively impact Triller’s business operations and compliance

For example, any failure by a third-party processor to comply with applicable law, regulations, or contractual obligations could

result in adverse effects, including inability to operate Triller’s business and proceedings against Triller by governmental entities

Any inability, or perceived inability, to address or comply with applicable data privacy or security obligations could result

in significant consequences, including, but not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits,

inspections, and similar);

litigation (including class-related claims);

additional reporting requirements and/or oversight;

bans on processing

personal information;

and orders to destroy or not use personal information.

Any of these events could have a material adverse effect

on Triller’s reputation, business, or financial condition, including but not limited to:

loss of customers;

additional costs and

damage Triller’s reputation;

reduction in sales and demand for Triller’s platform;

and harm Triller’s

as internet commerce and advertising continues to evolve, increasing regulation by federal, state and foreign regulatory authorities

becomes more likely.

For example, California’s Automatic Renewal Law requires companies to adhere to enhanced disclosure requirements

when entering into automatically renewing contracts with consumers.

Other states have enacted similar laws in recent years.

a wave of consumer class action lawsuits has been brought against companies that offer online products and services on a subscription

or recurring basis.

Any failure, or perceived failure, by Triller to comply with any of these laws or regulations could result in damage

to Triller’s reputation, lost business, and proceedings or actions against Triller by governmental entities or others, which could

impact Triller’s operating results.

As Triller improves its TV streaming platform, Triller may also be subject to new laws and

regulations specific to such technologies.

Triller fails to retain existing users or add new users, or if Triller’s users decrease their level of engagement with Triller’s

products, Triller’s revenue, financial results, and business may be significantly harmed.

size of Triller’s user base and Triller’s users’ level of engagement across Triller’s products are critical to

Triller’s success.

Triller’s financial performance has been and will continue to be significantly determined by Triller’s

success in adding, retaining, and engaging active users of Triller’s products that deliver ad impressions.

Triller has experienced,

and expect to continue to experience, fluctuations and declines in the size of Triller’s active user base in one or more markets

from time to time, particularly in markets where Triller has achieved higher penetration rates.

User growth and engagement are also impacted

by a number of other factors, including competitive products and services, such as TikTok, that have reduced some users’ engagement

with Triller’s products and services, as well as global and regional business, macroeconomic, and geopolitical conditions.

example, the COVID-19 pandemic led to increases and decreases in the size and engagement of Triller’s active user base

from period to period at different points during the pandemic, and the resulting effects from the COVID-19 pandemic may continue to have

a varied impact on the size and engagement of Triller’s active user base in the future.

Any future declines in the size of Triller’s

active user base may adversely impact Triller’s ability to deliver ad impressions and, in turn, Triller’s financial performance.

people do not perceive Triller’s products to be useful, reliable, and trustworthy, Triller may not be able to attract or retain

users or otherwise maintain or increase the frequency and duration of their engagement.

A number of other social networking companies

that achieved early popularity have since seen their active user bases or levels of engagement decline, in some cases precipitously.

There is no guarantee that Triller will not experience a similar erosion of Triller’s active user base or engagement levels.

user engagement patterns have changed over time, and user engagement can be difficult to measure, particularly as Triller introduces

new and different products and services.

Any number of factors can negatively affect user retention, growth, and engagement, including

products are subject to increased regulatory scrutiny or approvals, including from international privacy regulators (particularly

in the EEA/UK), or there are changes in Triller’s products that are mandated or prompted by legislation, regulatory authorities,

executive actions, or litigation, including settlements or consent decrees, that adversely affect the user experience;

is unable to offer a number of its most significant products and services, including Facebook and Instagram, in Europe, or are

otherwise limited in Triller’s business operations, as a result of European regulators, courts, or legislative bodies determining

that Triller’s reliance on Standard Contractual Clauses (“ SCCs ”) or other legal bases Triller relies upon

to transfer user data from the European Union to the United States is invalid;

is decreased engagement with Triller’s products, or failure to accept Triller’s terms of service, as part of privacy-focused

changes that Triller has implemented or may implement in the future, whether voluntarily, in connection with the EU GDPR and/or

the UK GDPR, the European Union’s ePrivacy Directive, CPRA, or other laws, regulations, or regulatory actions, or otherwise.

time to time, certain of these factors have negatively affected user retention, growth, and engagement to varying degrees.

is unable to maintain or increase its user base and user engagement, particularly for its significant revenue-generating Technology Platform,

its revenue and financial results may be adversely affected.

Any significant decrease in user retention, growth, or engagement could

render its products less attractive to users, marketers, and developers, which is likely to have a material and adverse impact on its

ability to deliver ad impressions and, accordingly, its revenue, business, financial condition, and results of operations.

of Triller’s active user base fluctuates in one or more markets from time to time, Triller will become increasingly dependent on

its ability to maintain or increase levels of user engagement and monetization in order to grow revenue.

federal, state, and foreign laws regulate the senders of commercial emails and text messages and changes in privacy laws could adversely

affect Triller’s ability to provide its services and could impact its results from operations or result in costs and fines.

may use a variety of direct marketing techniques to promote its business, including email marketing, telemarketing and marketing conducted

via SMS and MMS messages.

In the United States, these activities are regulated by laws such as the Controlling the Assault of Non-Solicited Pornography

and Marketing (“ CAN-SPAM ”) Act of 2003, the Telephone Consumer Protection Act (“ TCPA ”)

and various state laws and regulations governing telephone solicitation and text message marketing.

The CAN-SPAM Act,

among other things, obligates the sender of commercial emails to provide recipients with the ability to opt out of receiving future commercial

emails from the sender.

The ability of message recipients to opt out of receiving commercial emails may minimize the effectiveness of

Triller’s marketing efforts.

In addition, certain foreign jurisdictions, such as Australia, Canada, the United Kingdom, and the

European Union, have enacted laws that regulate sending email, and some of these laws are more restrictive than U.S.

some foreign laws prohibit sending commercial email unless the recipient has provided the sender advance consent to receive such email,

or in other words has “opted-in”.

A requirement that recipients opt into, or the ability of recipients to opt out

of, receiving commercial emails may minimize the effectiveness of Triller’s marketing efforts.

Any failure by Triller to comply

fully with the CAN-SPAM Act or other laws governing Triller’s commercial email programs may subject Triller to substantial

fines and penalties.

the TCPA is a U.S.

federal statute that protects consumers from unwanted telephone calls, faxes and text messages.

TCPA violations can

result in significant financial penalties for businesses including civil forfeiture penalties or criminal fines imposed by the Federal

Communications Commission (“ FCC ”) and statutory damages liability through consumer lawsuits brought by private plaintiffs

or public enforcement actions brought by state attorneys general or other consumer protection authorities.

class-action suits under federal and state laws have been filed in recent years against companies that conduct telemarketing and texting

campaigns, with many resulting in multi-million-dollar judgments or settlements.

While Triller strives to comply with all laws applicable

to its marketing operations, courts, the FCC, and other enforcement authorities may disagree with Triller’s interpretations of

such laws and subject Triller to penalties, statutory damages and other liability for noncompliance.

Determination by a court or regulatory

agency that Triller’s operations violate the TCPA or other marketing laws could require Triller to terminate some portions of Triller’s

business, and could have material adverse effect on Triller’s business, operating results, and financial condition.

Even an unsuccessful

legal challenge of Triller’s marketing activities could result in adverse publicity and could require a costly response from Triller.

many states have enacted telemarketing and text message marketing laws and regulations that are even more proscriptive than the TCPA

and that pose additional litigation and regulatory enforcement risks.

For example, Florida, Washington, and Oklahoma have enacted statutes

that are in many respects more restrictive than the TCPA.

states may pass similar (or possibly more burdensome) laws in the

future that may erode Triller’s ability to effectively market Triller’s services via telephone solicitation or text messaging

and expose Triller to currently unforeseen liability.

The TCPA and other laws governing Triller’s marketing activities are also

subject to frequent amendment, as well as to reinterpretation by courts and regulators, and any future amendments or interpretations

could adversely affect the continuing effectiveness of Triller’s marketing efforts and could force changes in Triller’s marketing

Triller may not be able to respond to such developments with adequate alternative marketing strategies and, as result, any

such developments could have an adverse effect on Triller’s business, operating results, and financial condition.

Triller’s or Triller’s users’ security measures are compromised or unauthorized access to Triller’s data (including

that of Triller’s users or other sensitive or confidential information) is otherwise obtained, Triller’s Technology Platform

may be perceived as not being secure, Triller’s users may be harmed and may curtail or cease their use of Triller’s Technology

Platform, Triller’s reputation may be damaged and Triller may incur significant liabilities.

operations involve the storage and transmission of data of users of Triller’s platform, including personally identifiable information

and sensitive information of the company.

Security incidents could result in unauthorized access to, loss of or unauthorized disclosure

of this information, litigation, indemnity obligations and other possible liabilities, as well as negative publicity, which could damage

Triller’s reputation, impair Triller’s sales and harm Triller’s users and Triller’s business.

products and services involve the collection, storage, processing, and transmission of a large amount of data.

Cyber-attacks and other

malicious internet-based activity continue to increase generally, and platforms that maintain data such as the data Triller maintains

have been targeted by such attacks.

If Triller’s security measures are compromised as a result of third-party action, employee

or user error, malfeasance, stolen or fraudulently obtained log-in credentials or otherwise, Triller’s reputation could

be damaged, Triller’s business may be harmed and Triller could incur significant liability.

If third parties with whom Triller

works, such as vendors or developers, violate applicable laws, Triller’s security policies or Triller’s acceptable use policy,

such violations may also put Triller’s users’ information at risk and could in turn have an adverse effect on Triller’s

In addition, if the security measures of Triller’s users are compromised, even without any actual compromise of Triller’s

own systems, Triller may face negative publicity or reputational harm if Triller’s users or anyone else incorrectly attributes

the blame for such security breaches to Triller or Triller’s systems.

Triller may be unable to anticipate or prevent techniques

used to obtain unauthorized access or to sabotage systems because they change frequently and generally are not detected until after an

incident has occurred.

As Triller increases its user base and its brand becomes more widely known and recognized, Triller may become

more of a target for third parties seeking to compromise its security systems or gain unauthorized access to its users’ data.

failure to prevent or mitigate security breaches and improper access to or disclosure of Triller’s data or user data, including

personal information, content, or payment information from users, or information from marketers, could result in the loss, modification,

disclosure, destruction, or other misuse of such data, which could harm Triller’s business and reputation and diminish Triller’s

competitive position.

In addition, computer malware, viruses, social engineering (such as spear phishing attacks), scraping, and general

hacking continue to be prevalent in Triller’s industry, have occurred on Triller’s systems in the past, and will occur on

Triller’s systems in the future.

Cyber-attacks, denial-of-service attacks,

ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing) are prevalent

in Triller’s industry.

Triller’s internal computer systems and those of Triller’s current and any future strategic

collaborators, vendors, and other contractors or consultants are vulnerable to damage from cyber-attacks, computer viruses, unauthorized

access, natural disasters, cybersecurity threats, terrorism, war and telecommunication and electrical failures.

Cyber incidents have

been increasing in sophistication and frequency and can include third parties gaining access to employee or user data using stolen or

inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, card skimming code, and other deliberate attacks

and attempts to gain unauthorized access.

The techniques used to sabotage or to obtain unauthorized access to Triller’s Technology

Platform, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and

Triller may be unable to implement adequate preventative measures or stop security breaches while they are occurring.

Because the techniques

used by computer programmers who may attempt to penetrate and sabotage Triller’s network security or Triller’s website change

frequently and may not be recognized until launched against a target, Triller may be unable to anticipate these techniques.

Additionally,

during the recent COVID-19 pandemic, and potentially beyond as remote work and resource access expand, there is an increased risk that

Triller may experience cybersecurity-related events such as COVID-19 themed phishing attacks, exploitation of any cybersecurity

flaws that may exist, an increase in the number cybersecurity threats or attacks, and other security challenges as a result of most of

Triller’s employees and Triller’s service providers continuing to work remotely from non-corporate managed networks.

Triller has previously been, and may in the future become, the target of cyber-attacks by third parties seeking unauthorized access to

Triller’s or Triller’s users’ data or to disrupt Triller’s operations or ability to provide Triller’s services.

also relies on third-party service providers and technologies to operate critical business systems to process confidential and personal

information in a variety of contexts.

In addition, some of Triller’s developers or other partners, such as those that help Triller

measure the effectiveness of ads, may receive or store information provided by Triller or by Triller’s users through mobile or

web applications integrated with Triller’s products.

Triller provides limited information to such third parties based on the scope

of services provided to Triller.

Triller’s ability to monitor these third parties’ cybersecurity practices is limited.

third-party providers and technologies may not have adequate measures in place, and could experience or cause a security incident that

compromises the confidentiality, integrity or availability of the systems or technologies they provide to Triller or the information

they process on Triller’s behalf.

While Triller has taken steps designed to protect the proprietary, regulated, sensitive, confidential

and personal information in Triller’s control, Triller’s security measures or those of the third parties on which Triller

relies may not be effective against current or future security risks and threats.

If these third parties or developers fail to adopt

or adhere to adequate data security practices, or in the event of a breach of their networks, Triller’s data or Triller’s

users’ data may be improperly accessed, used, or disclosed.

Additionally, Triller does not currently maintain company-wide policies

and procedures with respect to such risks, instead relying on Triller’s individual business units to implement the appropriate

policies and procedures that each such business unit believes necessary.

Such approach may be less effective than implementing global

policies across all business units.

Triller or one of Triller’s trusted third parties were to experience a cyberattack leading to interruptions in Triller’s

operations, it could result in a material disruption of Triller’s development programs and Triller’s business operations,

whether due to a loss of Triller’s trade secrets or other proprietary information or other disruptions.

Moreover, enforcing a claim

that a party illegally disclosed or misappropriated a trade secret are difficult, expensive, time-consuming, and the outcome is unpredictable.

In addition, effective trade secret protection may not be available in every country in which Triller’s products are available

or where Triller has employees or independent contractors as some courts inside and outside the United States are less willing or unwilling

to protect trade secrets.

If any of Triller’s trade secrets were to be disclosed to or independently developed

by a competitor or other third party, Triller’s competitive position would be materially and adversely harmed.

These cyber-attacks

could be carried out by threat actors of all types (including but not limited to nation states, organized crime, other criminal enterprises,

individual actors and/or advanced persistent threat groups).

In addition, Triller may experience intrusions on Triller’s physical

premises by any of these threat actors.

To the extent that any disruption or security breach were to result in a loss of, or damage to,

Triller’s data or applications, or inappropriate disclosure of confidential or proprietary information, Triller could incur liability

and Triller’s competitive position could be harmed.

Any breach, loss, or compromise of personal data may also subject Triller to

civil fines and penalties, or claims for damages either under the EU GDPR and relevant member state law in the European Union, other

foreign laws, and other relevant state and federal privacy laws in the United States.

governments have enacted laws requiring companies to notify individuals of data security incidents or unauthorized transfers involving

certain types of personal data Security compromises experienced by Triller’s competitors, by Triller’s users or by Triller

may lead to public disclosures, which may lead to widespread negative publicity.

For example, in July 2023, the SEC adopted rules requiring

registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding

their cybersecurity risk management, strategy, and governance.

Any security compromise in Triller’s industry, whether actual or

perceived, could harm Triller’s reputation, erode user confidence in the effectiveness of Triller’s security measures, negatively

impact Triller’s ability to attract new users, cause existing users to elect not to renew their subscriptions or subject Triller

to third-party lawsuits, regulatory fines or other action or liability, which could materially and adversely affect Triller’s business

and operating results.

can be no assurance that any limitations of liability provisions in Triller’s contracts for a security breach would be enforceable

or adequate or would otherwise protect Triller from any such liabilities or damages with respect to any particular claim.

cannot be sure that Triller’s existing general liability insurance coverage and coverage for errors or omissions will continue

to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer

will not deny coverage as to any future claim.

The successful assertion of one or more large claims against Triller that exceed available

insurance coverage, or the occurrence of changes in Triller’s insurance policies, including premium increases or the imposition

of large deductible or co-insurance requirements, could have a material adverse effect on Triller’s business, financial

condition and operating results.

example, Triller’s subsidiary, TrillerTV, is party to a class action over its use of consumer personal identifying information

from Facebook.

Any such inquiries could subject Triller to substantial fines and costs, require Triller to change Triller’s business

practices, divert resources and the attention of management from Triller’s business, or adversely affect Triller’s business.

faces uncertainties associated with international markets.

production of live Events overseas subjects Triller to the risks involved in foreign travel, local regulations, including regulations

requiring Triller to obtain visas for Triller’s performers, and political instability inherent in varying degrees in those markets.

In addition, the licensing of Triller’s television and branded merchandise in international markets exposes Triller to some degree

of currency risk.

These risks could adversely affect Triller’s operating results and impair Triller’s ability to pursue Triller’s

business strategy as it relates to international markets.

a result of Triller’s operations in international markets, Triller is subject to risks associated with the legislative, judicial,

accounting, taxation, regulatory, political and economic risks and conditions specific to such markets.

provides its Technology Platform in certain jurisdictions abroad through brands and businesses that it owns and operates, including Asia,

Latin America, Europe and Africa, and Triller expect to continue to expand its international presence.

Triller faces, and expect to continue

to face, additional risks in the case of its existing and future international operations, including:

instability, adverse changes in diplomatic relations and unfavorable economic conditions in the markets in which Triller has

international operations or into which Triller may expand;

more restrictive

or otherwise unfavorable government regulation of the entertainment and sports industry, which could result in increased compliance

costs or otherwise restrict the manner in which Triller provides services and the amount of related fees charged for such services;

on the enforcement of intellectual property rights;

difficulties of integrating any foreign acquisitions;

difficulties in reviewing content on Triller’s Technology Platform;

on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings;

tax consequences;

in currency exchange rates and compliance with currency controls;

less sophisticated

legal systems in some foreign countries, which could impair Triller’s ability to enforce Triller’s contractual rights

in those countries;

on technology infrastructure;

in venue security standards and accepted practices;

in managing operations due to distance, language and cultural differences, including issues associated with (i) business practices

and customs that are common in certain foreign countries but might be prohibited by U.S.

law and Triller’s internal policies

and procedures and (ii) management and operational systems and infrastructures, including internal financial control and reporting

systems and functions, staffing and managing of foreign operations, which Triller might not be able to do effectively or on

a cost-efficient basis.

to expand internationally and manage the complexity of international operations could harm Triller’s business, financial condition,

and results of operations.

In addition, Triller may be subject to additional liabilities associated with the content on its Technology

Platform due to content regulation which may vary based on its international operations.

Additionally,

if Triller fails to adequately prevent fraudulent credit card transactions, it may face litigation, fines, governmental enforcement action,

civil liability, diminished public perception of Triller’s security measures, significantly higher credit card-related costs and

substantial remediation costs, or refusal by credit card processors to continue to process payments on Triller’s behalf, any of

which could materially adversely affect Triller’s business, financial condition and results of operations.

is subject to extensive U.S.

and foreign government regulations, and Triller’s failure to comply with these regulations could adversely

affect its business.

operations are subject to federal, state and local laws, statutes, rules, regulations, policies, and procedures in the United States

and around the world, which are subject to change at any time, governing matters such as:

permitting and zoning requirements for operation of Triller’s offices, locations, venues and other facilities;

safety and sanitation requirements;

of food and alcoholic beverages;

conditions, labor, minimum wage and hour, harassment and discrimination, and other labor and employment laws and regulations;

with the U.S.

Americans with Disabilities Act of 1990;

with applicable antitrust and fair competition laws;

with applicable international trade controls, such as import, export control, and economic and trade sanctions laws and regulations,

that may limit or restrict Triller’s ability to do business with specific individuals or entities or in specific countries

or territories;

with anti-corruption laws, anti-money laundering and countering terrorist financing rules, currency control regulations, and statutes

prohibiting tax evasion and the aiding or abetting of tax evasion;

laws for athlete agents;

laws for the promotion and operation of boxing events;

environmental

protection regulations;

with current and future privacy and data protection laws imposing requirements for the processing and protection of personal or sensitive

information, including the EU GDPR and the EU e-Privacy Regulation;

with cybersecurity laws imposing country-specific requirements relating to information systems and network design, security, operations,

by foreign countries of trade restrictions, restrictions on the manner in which content is currently licensed and distributed, ownership

restrictions, or currency exchange controls.

Noncompliance

with these laws could subject Triller to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement

actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, reputational harm, adverse

media coverage and other collateral consequences.

Multiple or repeated failures by Triller to comply with these laws and regulations

could result in increased fines or proceedings against Triller.

If any subpoenas or investigations are launched, or governmental or other

sanctions are imposed, or if Triller do not prevail in any possible civil or criminal litigation, Triller’s business, results of

operations and financial condition could be materially harmed.

In addition, responding to any such enforcement or similar action will

likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other

professional fees.

Enforcement actions and any imposed sanctions could further harm Triller’s business, results of operations,

and financial condition.

There can be no assurance that a law or regulation will not be interpreted or enforced in a manner contrary

to Triller’s current understanding.

In addition, the promulgation of new laws, rules and regulations could restrict or unfavorably

impact Triller’s business, which could decrease demand for Triller’s services, reduce revenue, increase costs or subject

it to additional liabilities.

For example, some legislatures have proposed laws in the past that would impose potential liability on

Triller and other promoters and producers of live events for incidents that occur at Triller’s Events, particularly relating to

drugs and alcohol or the spread of COVID-19.

the United States and certain foreign jurisdictions, Triller may have direct and indirect interactions with government agencies and state-affiliated

entities in the ordinary course of Triller’s business.

In particular, athletic commissions and other applicable regulatory agencies

require Triller to obtain licenses for promoters, medical clearances, licenses for athletes, or permits for Events in order for Triller

to promote and conduct Triller’s live Events and productions.

In the event that Triller fails to comply with the regulations of

a particular jurisdiction, including the laws and regulations that apply to dealings with or involving government agencies, state-affiliated

entities and their officials (such as anti-corruption laws), whether through Triller’s acts or omissions or those of third parties,

Triller may be prohibited from promoting and conducting Triller’s live Events and productions in the relevant jurisdictions or

become subject to investigations or enforcement actions.

Instances of noncompliance with applicable laws may result in the imposition

of fines or other penalties, including the inability to present Triller’s live Events and productions in the relevant jurisdictions,

which could lead to a decline in revenue streams or have other adverse effects on Triller’s business, financial condition, and

results of operations.

is required to comply with export control and economic and trade sanctions laws imposed by the United States or by other jurisdictions

where Triller has operations, maintain personnel or otherwise do business, which may restrict Triller’s transactions in certain

markets, and with certain customers, business partners, and other persons and entities.

As a result, Triller is not permitted to, directly

or indirectly (including through a third-party intermediary), procure goods, services or technology from, or engage in transactions with,

individuals and entities that are the target of applicable sanctions.

Triller is also required to conduct Triller’s business in

compliance with applicable export control requirements, including those that apply to the development and distribution of software, technology

and other items.

Triller’s products have in the past, and could in the future be, provided inadvertently in violation of such laws.

Any violation of export control or sanctions laws could result in fines, other civil and criminal sanctions against Triller or Triller’s

employees, prohibitions on the conduct of Triller’s business (e.g., loss of export privileges, debarment from doing business with

International Development Banks and similar organizations), and damage to Triller’s reputation, which could have an adverse effect

on Triller’s business, financial condition, and results of operations.

is subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can

subject Triller to criminal penalties or significant fines and harm Triller’s business and reputation.

is subject to anti-corruption and anti-bribery and similar laws, such as the U.S.

Foreign Corrupt Practices Act of 1977, as amended (the

“ FCPA ”), the U.S.

domestic bribery statute contained in 18 U.S.C.

Travel Act, the Uniting and Strengthening

America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“ USA PATRIOT Act ”),

as amended, and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which Triller conducts activities.

Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly and prohibit companies

and their employees and agents from promising, authorizing, making, or offering improper payments or any other thing of value to government

officials and others in the private sector.

As Triller increases its international sales and business, which may include increased interactions

with officials and employees of government agencies or state-owned or -affiliated entities, Triller’s risks under these laws may

Noncompliance with these laws could subject Triller to investigations, sanctions, settlements, prosecution, other enforcement

actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, adverse media coverage,

and other consequences.

Any investigations, actions or sanctions could harm Triller’s business, results of operations, and financial

addition, in the future Triller may use third parties to sell access to its products and services and conduct business on Triller’s

behalf outside the United States.

Triller or such future third-party intermediaries may have direct or indirect interactions with officials

and employees of government agencies or state-owned or -affiliated entities, and Triller can be held liable for the corrupt or other

illegal activities of such future third-party intermediaries, as well as Triller’s employees, representatives, contractors, partners,

and agents, even if Triller does not explicitly authorize such activities.

Triller has implemented an anti-corruption compliance program

but cannot assure you that all of its employees and agents, as well as those companies to which Triller outsources certain of its business

operations, will not take actions in violation of its policies and applicable law, for which Triller may be ultimately held responsible.

Any violation of the FCPA, other applicable anti-corruption laws, or applicable anti-money laundering laws could result in whistleblower

complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of

the FCPA, suspension or debarment from U.S.

government contracts, any of which could have a materially adverse effect on Triller’s

reputation, business, results of operations, and prospects.

Company may be unsuccessful in its strategic acquisitions and investments, and the Company may pursue acquisitions and investments for

its strategic value in spite of the risk of lack of profitability.

Company faces significant uncertainty in connection with acquisitions and investments.

To the extent the Company chooses to pursue certain

investment or acquisition strategies, the Company may be unable to identify suitable targets for these deals, or to make these deals

on favorable terms.

If the Company identifies suitable acquisition candidates, investments or strategic partners, its ability to realize

a return on the resources expended pursuing such deals, and to successfully implement or enter into them will depend on a variety of

factors, including its ability to obtain financing on acceptable terms, requisite government approvals, as well as the factors discussed

Additionally, the Company may decide to make or enter into acquisitions or investments with the understanding that such acquisitions

or investments will not be profitable, but may be of strategic value to Triller.

Triller’s current and future acquisitions, investments,

including existing investments accounted for under the equity method may also require that the Company makes additional capital investments

in the future, which would divert resources from other areas of the Company’s business.

The Company cannot provide assurances that

the anticipated strategic benefits of these deals will be realized in the long-term or at all.

Company may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring a

company, making an investment or entering into a strategic business agreement and, as such, may not obtain sufficient warranties, indemnities,

insurance or other protections.

This could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment,

unexpected increases in taxes, a loss of anticipated tax benefits, or other adverse effects on the Company’s business, operating

results or financial condition.

Additionally, some warranties and indemnities may give rise to unexpected and significant liabilities.

Future acquisitions and strategic business arrangements that The Company may pursue could result in dilutive issuances of equity securities

and the incurrence of future debt.

international sales and operations, including Triller’s planned business development activities outside of the United States, subject

Triller to additional risks and challenges that can adversely affect Triller’s business, results of operations and financial condition.

part of its growth strategy, Triller expects to continue to expand its international operations, which may include opening additional

offices in new jurisdictions and providing its Technology Platform in additional languages and on-boarding new Creators, Brands

and users outside the United States.

Any new markets or countries into which Triller attempts to sell subscriptions to its Technology

Platform or other products may not be receptive to its business development activities.

Triller currently has sales personnel and sales

and customer and product support operations in the United States, Canada, Bulgaria, the Netherlands, France, the United Kingdom, India

Triller believes that its ability to attract new customers to its Technology Platform and to convince existing customers

to renew or expand their use of Triller’s Technology Platform is directly correlated to the level of engagement Triller achieves

with its customers in their home countries.

To the extent that Triller is unable to effectively engage with non-U.S.

Triller may be unable to effectively grow in international markets.

international operations also subject Triller to a variety of additional risks and challenges, including:

management, travel, infrastructure and legal compliance costs associated with having operations and developing Triller’s business

in multiple jurisdictions;

Triller’s Unified-CXM platform and operating Triller’s business across a significant distance, in different

languages, among different cultures and time zones, including the potential need to modify Triller’s Unified-CXM platform

and products to ensure that they are culturally appropriate and relevant in different countries;

with non-U.S.

data privacy, protection and security laws, rules and regulations, including data localization requirements,

and the risks and costs of non-compliance;

changes that may impose fines or other penalties for failure to comply with certain content removal, law enforcement cooperation

and disclosure obligations;

payment cycles and difficulties enforcing agreements, collecting accounts receivable or satisfying revenue recognition criteria,

especially in emerging markets;

training, motivating and retaining highly-qualified personnel, while maintaining Triller’s corporate culture;

financial accounting and reporting burdens and complexities;

sales cycle and more time required to educate enterprises on the benefits of Triller’s Technology Platform outside of the United

or preferences for domestic products;

on Triller’s ability to sell Triller’s Technology Platform and for Triller’s solution to be effective in non-U.S.

that have different cultural norms and related business practices that de-emphasize the importance of positive customer

and employee experiences;

technical standards, existing or future regulatory and certification requirements and required features and functionality;

restricting or blocking Triller’s services in particular geographies, or other government-imposed remedies as a result of content

hosted on Triller’s services.

For example, legislation in Germany and India has resulted in the past, and may result in the

future, in the imposition of fines or other penalties for failure to comply with certain content removal, law enforcement cooperation,

and disclosure obligations;

and economic conditions and uncertainty in each country or region in which Triller operates and general economic and political

conditions and uncertainty around the world;

in a specific country’s or region’s political or economic conditions, including in the United Kingdom as a result of

the United Kingdom exiting the European Union;

with laws and regulations for non-U.S.

operations, including anti-bribery laws, import and export control laws, tariffs,

trade barriers, economic sanctions and other regulatory or contractual limitations on Triller’s ability to sell Triller’s

Technology Platform and develop Triller’s business in certain non-U.S.

markets, and the risks and costs of non-compliance;

risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact

Triller’s financial condition and result in restatements of Triller’s consolidated financial statements;

in currency exchange rates and related effects on Triller’s results of operations;

in repatriating or transferring funds from or converting currencies in certain countries;

communication

and integration problems related to entering new markets with different languages, cultures and political systems;

different sources of competition;

labor standards, including restrictions related to, and the increased cost of, terminating employees in some countries;

for localized subscription agreements;

for localized language support and difficulties associated with delivering support, training and documentation in languages other

than English;

reliance on channel partners;

reduced protection for

intellectual property rights in certain non-U.S.

countries and practical difficulties of obtaining, maintaining, protecting

and enforcing such rights abroad;

compliance with the laws

of numerous foreign taxing jurisdictions, including withholding tax obligations, and overlapping of different tax regimes.

of these risks and challenges could adversely affect Triller’s operations, reduce Triller’s revenue or increase Triller’s

operating costs, each of which could adversely affect Triller’s ability to expand Triller’s business outside of the United

States and thereby Triller’s business more generally, as well as Triller’s results of operations, financial condition and

growth prospects.

political uncertainty also poses risks of volatility in global markets, which could negatively affect Triller’s operations and

financial results.

Changes in U.S.

policy regarding foreign trade or manufacturing may create negative sentiment about the U.S.

dealers, end customers, employees or prospective employees, all of which could adversely affect Triller’s business, sales,

hiring and employee retention.

with laws and regulations applicable to Triller’s international operations substantially increases Triller’s cost of doing

Triller may be unable to keep current with changes in government requirements as they change from time to time.

comply with these regulations could have adverse effects on Triller’s business.

In many foreign countries it is common for others

to engage in business practices that are prohibited by Triller’s internal policies and procedures or U.S.

or other regulations

applicable to Triller.

Although Triller has implemented policies and procedures designed to ensure compliance with these laws and policies,

there can be no assurance that Triller’s employees, contractors, partners and agents will comply with these laws and policies.

Violations of laws or Triller’s policies by Triller’s employees, contractors, partners or agents could result in delays in

revenue recognition, financial reporting misstatements, enforcement actions, disgorgement of profits, fines, civil and criminal penalties,

damages, injunctions, other collateral consequences and increased costs, including the costs associated with defending against such actions,

or the prohibition of the importation or exportation of Triller’s Technology Platform and related services, each of which could

adversely affect Triller’s business, results of operations and financial condition.

and future laws and evolving attitudes about data privacy and security may impair Triller’s ability to collect, use, and maintain

data points of sufficient type or quantity to develop and train Triller’s artificial intelligence algorithms.

Jurisdictions

outside of the United States, the EU, and the UK also are passing more stringent data privacy and security laws, rules and regulations

with which Triller may be obligated to comply.

For example, Brazil’s General Data Protection Law (Lei Geral de Proteção

de Dados Pessoais) (“ LGPD ”) (Law No.

13,709/2018), China’s Personal Information Protection Law (“ PIPL ”),

and Japan’s Protection of Personal Information (“ APPI ”), impose strict requirements for processing personal

continues to see jurisdictions imposing data localization laws, which require personal data, or certain subcategories of personal data,

to be stored in the jurisdiction of origin.

Specifically, Russia, China and India have passed or are in the process of passing laws that

impose more stringent requirements on data privacy and which have, amongst other things, more stringent data localization requirements.

These regulations may inhibit Triller’s ability to expand into those markets or prohibit Triller from continuing to offer services

and/or collaborate with partners in those markets without significant additional costs.

addition to Triller’s legal obligations, Triller’s contractual obligations relating to data privacy and security have become

increasingly stringent due to changes in data privacy and security and the expansion of Triller’s service offerings.

privacy and security laws, such as the EU GDPR and the CCPA, require Triller’s customers to impose specific contractual restrictions

on their service providers.

from government activity and Triller’s customer contracts, privacy advocacy and other industry groups have established or may establish

new self-regulatory standards that may place additional burdens on Triller’s ability to provide Triller’s services globally.

Triller’s customers expect Triller to meet voluntary certification and other standards established by third parties, such as TRUSTe,

the American Institute for Certified Public Accountants, or the International Standards Organization.

If Triller is unable to maintain

these certifications or meet these standards, it could adversely affect Triller’s ability to provide Triller’s solutions

to certain customers and could harm Triller’s business.

Business partners and other third parties with a strong influence on how

consumers interact with Triller’s products, such as Apple, Google, Facebook and Mozilla, may create new privacy controls or restrictions

on their products and platforms, limiting the effectiveness of Triller’s services.

laws, rules, regulations and other obligations relating to data privacy and security imposing new and stringent obligations, and with

substantial uncertainty over the interpretation and application of these and other obligations, Triller may face challenges in addressing

their requirements and making necessary changes to Triller’s policies and practices, and may incur significant costs and expenses

in an effort to do so.

Additionally, if the third parties Triller work with, such as Triller’s vendors or third-party service providers,

violate applicable laws, rules or regulations or Triller’s policies, such violations also may put Triller’s or Triller’s

customers’ data at risk and could in turn have an adverse effect on Triller’s business.

Any failure or perceived failure

by Triller or Triller’s third-party service providers to comply with Triller’s applicable internal and external policies

or notices relating to data privacy or security, Triller’s contractual or other obligations to customers or other third parties,

or any of Triller’s other legal obligations relating to data privacy or security, may result in governmental investigations or

inquiries (which have occurred in the past and may occur in the future), enforcement actions, litigation, disputes or other claims, indemnification

requests, restrictions on providing Triller’s services, claims or public statements against Triller by privacy advocacy groups

or others, adverse press and widespread negative publicity, reputational damage, significant liability or fines and the loss of the trust

of Triller’s customers, any of which could have a material adverse effect on Triller’s business, results of operations and

financial condition.

costs of compliance with, and other burdens imposed by, laws, rules, regulations and other obligations relating to data privacy and security

applicable to the businesses of Triller’s customers may adversely affect Triller’s customers’ ability and willingness

to use, collect, manage, disclose, handle, store, transmit and otherwise process information from their employees, customers and partners,

which could limit the use, effectiveness and adoption of Triller’s Technology Platform and reduce overall demand.

the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause Triller’s

customers or Triller’s customers’ customers to resist providing the data necessary to allow Triller’s customers to

use Triller’s services effectively.

Even the perception of privacy concerns, whether or not valid, may inhibit market adoption,

effectiveness or use of Triller’s applications.

outcomes in legal proceedings may adversely affect Triller’s business and operating results.

results may be affected by the outcome of pending and future litigation.

Unfavorable rulings in Triller’s legal proceedings could

result in material liability to Triller or have a negative impact on Triller’s business, results of operations, financial condition,

reputation, or relations with Triller’s employees or third parties.

The outcome of litigation, including class action lawsuits,

is difficult to assess or quantify.

Plaintiffs in class action lawsuits may seek recovery of very large or indeterminate amounts and

the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time.

This may affect Triller’s

ability to remain solvent and pay Triller’s obligations when they come due, including under existing litigation settlement obligations

and new adverse judgments.

If Triller is unable to resolve any such matters favorably, Triller’s business, operating results, and

financial condition may be adversely affected.

addition, Triller is currently, and from time to time in the future may be, subject to various other claims, investigations, legal and

administrative cases and proceedings (whether civil or criminal), or lawsuits by governmental agencies, or claims by Triller’s

current or former employees or private parties.

If the results of these investigations, proceedings, claims or suits are unfavorable

to Triller or if Triller is unable to successfully defend against third-party lawsuits, Triller may be required to pay monetary damages

or may be subject to fines, penalties, injunctions, or other censure that could have an adverse effect on Triller’s business, financial

condition, and results of operations.

Even if Triller adequately addresses the issues raised by an investigation or proceeding or successfully

defend a third-party lawsuit or counter claim, Triller may have to devote significant financial and management resources to address these

issues, which could have an adverse effect on Triller’s business, results of operations, and financial condition.

may be subject to liability claims if it breaches its contracts.

is subject to numerous obligations in its contracts with its business partners.

Despite the procedures, systems and internal controls

Triller has implemented to comply with its contracts, it has breached commitments in the past and may breach these commitments in the

future, whether through a weakness in these procedures, systems, and internal controls, inability or difficulty complying with commitments,

whether due to lack of resources or capabilities or otherwise, negligence, or the willful act of an employee or contractor.

insurance policies, including errors and omissions insurance, may be inadequate to compensate it for the potentially significant losses

that may result from claims arising from breaches of Triller’s contracts, disruptions in Triller’s services, failures or

disruptions to Triller’s infrastructure, catastrophic events and disasters or otherwise.

addition, such insurance may not be available to Triller in the future on economically reasonable terms, or at all.

Further, Triller’s

insurance may not cover all claims made against Triller and defending a suit, regardless of its merit, could be costly and divert management’s

For example, judgment has been entered against Triller following litigation regarding payment of fees with Universal Music

Publishing Group.

market and sectors in which Triller participates are competitive and rapidly evolving, and if it does not compete effectively with established

companies as well as new market entrants Triller’s business, results of operations, and financial condition could be harmed.

business model is a new category of integrating entertainment and social media with technology in a rapidly evolving market that is intensely

competitive, fragmented, and subject to rapidly changing technology, shifting customer needs, new market entrants, and frequent introductions

of new products and services.

Moreover, Triller expects competition to increase in the future from established competitors and new market

entrants, including established technology and major media companies who have not previously entered the market.

Triller’s other

competitors fall into the following categories:

live sports events and pay-per-view programming, such as WWE and UFC;

programming platforms, such as Netflix;

and social media companies with social video features, such as Instagram, Facebook, Snapchat

With the introduction of new technologies, the evolution of Triller’s business, and new market entrants, the Company

expects competition to intensify in the future.

Established companies may not only develop their own live events programming platforms

and social video sharing technology, but also acquire or establish product integration, distribution, or other cooperative relationships

with Triller’s current competitors.

For example, while Triller currently partners with entertainment and media companies, they

may develop and introduce products that directly or indirectly compete with the Company.

New competitors or alliances among competitors

may emerge and rapidly acquire significant market share due to factors such as greater brand name recognition, a larger existing user

and/or customer base, superior product offerings, a larger or more effective sales organization, and significantly greater financial,

technical, marketing, and other resources and experience.

In addition, with the recent increase in large merger and acquisition transactions

in the entertainment, social media and technology industry, there is a greater likelihood that Triller will compete with other large

entertainment and media companies in the future.

Triller expects this trend to continue as companies attempt to strengthen or maintain

their market positions in an evolving industry.

Companies resulting from these possible consolidations may create more compelling product

offerings and be able to offer more attractive pricing options, making it more difficult for Triller to compete effectively.

of Triller’s existing competitors have, and some of Triller’s potential competitors could have, substantial competitive advantages

such as greater brand name recognition and longer operating histories, larger sales and marketing budgets and resources, broader distribution,

and established relationships with vendors, partners, and customers, greater customer experience resources, greater resources to make

acquisitions, lower labor, and development costs, larger and more mature intellectual property portfolios, and substantially greater

financial, technical and other resources.

Such competitors with greater financial and operating resources may be able to respond more

quickly and effectively than the Company can to new or changing opportunities, technologies, standards, or customer requirements.

addition, some of Triller’s larger competitors have substantially broader product offerings and leverage their relationships based

on other products or incorporate functionality into existing products to gain business in a manner that discourages users from using

in Triller’s market could also change rapidly and significantly as a result of technological advancements, partnering by Triller’s

competitors or continuing market consolidation, and it is uncertain how Triller’s market will evolve.

New start-up companies

that innovate and large competitors that are making significant investments in research and development may develop similar or superior

products and technologies that compete with the Company.

These competitive pressures in Triller’s market or Triller’s failure

to compete effectively may result in price reductions, fewer customers, reduced revenue, gross profit, and gross margins, increased net

losses, and loss of market share.

Any failure to meet and address these factors could harm Triller’s business, results of operations,

and financial condition.

metrics and estimates of market opportunity included in this registration statement may prove to be inaccurate.

registration statement includes certain internal estimates of the market for Triller’s Technology Platform and other opportunities.

Market opportunity estimates, whether obtained from third-party sources or developed internally, are subject to significant uncertainty

and are based on assumptions and estimates that may not prove to be accurate.

The estimates, forecasts and other forward-looking information

in this registration statement relating to the size of Triller’s target market, market demand and adoption, capacity to address

this demand, and pricing may prove to be inaccurate.

The addressable market Triller estimates may not materialize for many years, if

ever, and even if the markets in which it competes meet the size estimates in this registration statement, Triller’s business could

fail to grow at similar rates, if at all.

In addition, certain of the metrics, including Total Consumer Accounts, Number of Brands and

Number of Creators, included in this registration statement are based on data Triller collects and obtain from third party APIs and Triller

is not able to independently verify the data underlying such metrics or determine if the datapoints in such metrics represent users.

Triller currently does not have systems or processes in place to accurately measure the amount of potential duplicative accounts on a

continuous basis, although Triller has in the recent past undertaken a robust process to purge as many of the duplicate and bot accounts

as practical be given Triller’s resources.

Although Triller is responsible for the disclosure provided in this registration statement

and believe such third-party information is reliable, Triller has not independently verified any such third-party information.

the metrics Triller includes in this registration statement may prove to not be accurate.

Technology Platform and products are dependent on APIs built and owned by third parties, including social media networks, and if Triller

loses access to data provided by such APIs or the terms and conditions on which it obtains such access become less favorable, Triller’s

business could suffer.

Technology Platform and products depend on the ability to access and integrate with third-party APIs.

In particular, Triller has

developed its products to integrate with certain social media network APIs and the third-party applications of other

Generally, APIs and the data Triller receives from the APIs are written and controlled by the application provider.

or modifications to the APIs or the data provided could negatively impact the functionality of, or require Triller to make changes to,

Triller’s platform and products, which would need to occur quickly to avoid interruptions in service for Triller’s customers.

date, Triller has not relied on negotiated agreements to govern Triller’s relationships with most data providers and, in general,

it relies on publicly available APIs.

As a result, in many cases, Triller is subject to the standard terms and conditions for application

developers of such providers, which govern the distribution, operation and fees of such integrations, and which are subject to change

by such providers from time to time.

Triller’s business, cash flows or results of operations may be harmed if any third party provider

changes, limits or discontinues Triller’s access to its APIs and data, modifies its terms of service or other policies, including

fees charged or restrictions on Triller or application developers, changes or limits how Triller can use information and other data collected

through the APIs;

or experiences disruptions of its technology, services or business generally.

Factors Relating to Our Shares

share price has been, and could continue to be volatile.

has been significant volatility in the market price and trading volume of equity securities, which may be unrelated to the financial

performance of the companies issuing the securities.

These broad market fluctuations could negatively affect the market price of our

The market price and volume of our ordinary shares could fluctuate, and in the past has fluctuated, more dramatically than the

stock market in general.

Stockholders may not be able to resell their shares at or above the price they paid for them due to fluctuations

in the market price of our stock caused by changes in our operating performance or prospects or other factors.

Some factors, in addition

to the other risk factors identified above, that could have a significant effect on our stock market price include, but are not limited

to, the following:

actual or anticipated fluctuations

in our operating results or future prospects;

our announcements

or our competitors’ announcements of new services;

reaction to our press releases, our other public announcements and our filings with the SEC;

actions by us or our competitors, such as acquisitions or restructurings;

or regulations or new interpretations of existing laws or regulations applicable to our business;

in accounting standards, policies, guidance, interpretations, or principles;

in our growth rates or our competitors’ growth rates;

regarding our patents or proprietary rights or those of our competitors;

our inability

to raise additional capital as needed;

or allegations as to the safety or efficacy of our products;

in financial markets or general economic conditions;

of shares by us or members of our management team, our significant stockholders, or certain institutional stockholders;

in stock market analyst recommendations or earnings estimates regarding our stock, other comparable companies or our industry generally.

we do not intend to pay cash dividends, our stockholders will benefit from an investment in our common stock only if it appreciates in

intend to retain our future earnings, if any, to finance the expansion of our business and do not expect to pay any cash dividends in

the foreseeable future.

As a result, the success of an investment in our ordinary shares will depend entirely upon any future share price

appreciation.

There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which our stockholders

purchased their shares.

securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price

and trading volume could decline.

trading market for our ordinary shares will depend on the research and reports that securities or industry analysts publish about us

or our business.

We do not have any control over these analysts.

There can be no assurance that analysts will cover us or provide favorable

If one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our share price would

likely decline.

If one or more of these analysts cease coverage of the Company or fail to regularly publish reports on the Company, we

could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

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-K

Item 1A. Risk Factors