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Item 3. Legal Proceedings

2026-01-26 compared with 2024-03-28 · 246 added, 42 removed, 2 unchanged (99% of the section changed)

LEGAL PROCEEDINGS

From time to time, the Company may be subject

to various legal proceedings, investigations, or claims that arise in the ordinary course of our business activities.

Except for the

proceeding below, the Company is not currently a party to any other legal proceedings the outcome of which, if determined adversely to

the Company, would individually or in the aggregate have a material adverse effect on its business, financial condition, and results

of operations.

On March 27, 2018, the writ of summons was issued

against the Company and seven related companies of the former shareholder by the Plaintiff.

This action alleged the infringement of certain

registered trademarks currently registered under the Plaintiff.

Subsequent to the year ended December 31, 2023, in February 2023, the

Court granted leave for this action be set down for trial of 13 days, which the period has yet to be fixed.

Legal counsel of the Company

will continue to handle in this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome of

the matter or the range of reasonably possible loss, if any.

On April 30, 2019, the writ of summons was issued

against the Company’s subsidiary, three related companies and the former directors, shareholders and financial consultant by the

This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory

damage of approximately $2 million (equal to HK$17.1 million).

The case is on-going and the parties have yet to attempt mediation.

counsel of the Company will continue to handle in this matter.

At this stage in the proceedings, it is unable to determine the probability

of the outcome of the matter or the range of reasonably possible loss, if any.

HCA 2097/2020 and HCA 2098/2020

On December 15, 2020, the writs of summons were

issued against the Company and the former consultant by the Plaintiff.

This action alleged the misrepresentation and conspiracy causing

the loss from the investment in corporate bond and claimed for compensatory damage of approximately $1.67 million (equal to HK$13 million).

The Company previously made $0.84 million as contingency loss for the year ended December 31, 2022.

The parties participated in a mediation

held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement was reached.

on-going and legal counsel of the Company will continue to handle this matter.

At this stage in the proceedings, it is unable to determine

the probability of the outcome of the matter or any further potential loss, if any.

HCA 1957/2023

On December 15, 2023, the Company received an

order from the High Court of the Hong Kong Special Administrative Region, demanding the Company to pay and settle the outstanding rent/mesne

profit, management fees, air-conditioning charges, additional air-conditioning charges, government rates and interest in an aggregated

amount of $1,383,424 (equivalent to HK$10,799,560) to the landlord of the office premises in four instalments scheduled from January

15, 2024 to March 31, 2024, together with legal costs of $6,405 (equivalent to HK$50,000).

time to time, the Company may be subject to various legal proceedings, investigations, or claims that arise in the ordinary course of

our business activities.

Except for the proceeding below, the Company is not currently a party to any other legal proceedings the outcome

of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on its business,

financial condition, and results of operations.

time to time, the Company may be subject to various legal proceedings, investigations, or claims that arise in the ordinary course of

our business activities.

Except for the proceeding below, the Company is not currently a party to any other legal proceedings the outcome

of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on its business,

financial condition, and results of operations.

CACV 1116/2025 (on appeal from HCA702/2018)

March 27, 2018, the writ of summons was issued against AGBA and seven related companies of the former stockholder (the “Defendants”)

by the Plaintiff.

This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

February 2023, the Court granted leave for this action be set down for trial of 13 days.

This trial will take place from November

25, 2024 to December 11, 2024.

On October 31, 2025, the Court granted judgement in favor of the Plantiff.

On November 28, 2025, the Defendants

lodged and served the Notice of Appeal (CACV 1116/2025) to the Court of Appeal.

Legal counsel of the Company will continue to handle

in this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome of the appeal or the range

of reasonably possible loss as the Court is in the process of quantifying the amount of damages.

April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies and the former

directors, stockholders and financial consultant by the Plaintiff.

This action alleged the deceit and misrepresentation from an

inducement of the fund subscription and claimed for compensatory damage of approximately $2 million (equal to HK$17.1million).

On April 18, 2024, the court made an order that the plaintiff shall set the case down for trial on or before July 6, 2024 for a 7

days trial before a judge and there shall be a pre-trial review before the trial judge on a date 12 weeks before the trial.

plaintiff and the defendants agreed on a time extension until August 8, 2024 to set the case down for trial.

On August 9, 2024, the

Court made an order that the case be adjourned to January 14, 2025 for another case management conference.

On February 17, 2025, the

Company filed an amended defence to the court and the next case management conference is fixed to be heard on January 6, 2026.

case be adjourned to July 21, 2026 for another case management conference and parties can attempt mediation to resolve the dispute before the schedule case management conference.

Legal counsel of the Company will continue to handle in this matter.

At this stage in the proceedings, it is unable to determine the

probability of the outcome of the matter or the range of reasonably possible loss, if any.

2097/2020 and HCA 2098/2020

On December 15, 2020, the writs of summons were issued against the

Company and the former consultant by the Plaintiff.

This action alleged the misrepresentation and conspiracy causing the loss from the

investment in corporate bond and claimed for compensatory damage of approximately $1.7 million.

The Company previously made approximately

$0.8 million as contingency loss for the year ended December 31, 2021.

Parties participated in a mediation held on March 25, 2022 and

negotiated for settlement through without prejudice correspondence, no settlement was reached.

The pre-trial review is fixed to be heard

on January 29, 2026 and the 6-days trial is fixed to be heard from May 14 to 21, 2026.

The case is on-going and legal counsel of the Company

will continue to handle this matter.

As of December 31, 2024, the Company accrued a legal provision of approximately $0.8 million as a

liability in the consolidated balance sheets.

Music Entertainment

August 29, 2022, Sony Music Entertainment, Sony Music Entertainment U.S.

Latin LLC, Arista Records LLC, Records Label, LLC and Zomba

Recording LLC, or collectively, the Plaintiffs, filed a complaint in the United States District Court for the Southern District of New

York captioned Sony Music Entertainment, et al.

Triller, Inc., Case No.

1:22-cv-07380-PKC.

On September 22, 2022, Plaintiffs filed

a First Amended Complaint or the Complaint, against we alleging claims for breach of contract, copyright infringement pursuant to 17

§ 1401, contributory copyright infringement, and vicarious copyright infringement.

On May 16, 2023, the court entered partial

final judgment in favor of Plaintiffs on Plaintiffs’ breach of contract claim and ordered the Company to pay Plaintiffs $4.6 million.

Thereafter, the Company and the Plaintiffs entered into a Confidential Settlement Agreement dated July 21, 2023 to resolve Plaintiffs’

remaining claims and provide for an agreed plan for payment of the judgment, pursuant to which we agreed to pay an additional sum of

money to Plaintiffs and, upon receipt by Plaintiffs of certain payments under the Agreement, Plaintiffs agreed to release claims arising

under the Content Distribution Agreement, effective September 1, 2016, between the parties and this action.

On May 22, 2024, Plaintiff

filed a lawsuit against Triller Platform Co., Triller Corp., and Triller Hold Co LLC in New York for breach of settlement agreement.

Though we have not fulfilled all of our payment obligations under the Agreement to date, we maintain an ongoing dialogue with Plaintiffs

and make periodic progress payments when available.

As of October 15, 2024 and December 31, 2024, we have recorded liabilities of $3.6

million for the unpaid amount owed.

Sony Music Publishing Europe Limited (SOLAR)

We have assumed the liabilities of Triller Corp,

including the legal contingency accrual stemming from the complaint filed by SOLAR in the London, United Kingdom Circuit Common Court

alleging claims of songwriter/producer music publishing rights infringement.

A default judgement for £3.8 million was ruled in

SOLAR’s favor and SOLAR filed an action in the Superior Court of California for the County of Los Angeles for recognition of this

foreign country money judgment in the amount of $4.4 million.

As of October 15, 2024 and December 31, 2024, we have included the amount

of $4.4 million as a liability in the consolidated balance sheets.

We have outstanding contractual obligations to

various record labels, music publishers and performing rights organizations (collectively, “ Rightsholders ”) who have

licensed to us the right to use sound recordings and musical compositions in connection with the operation of the Triller app and other

aspects of our business.

As of October 15, 2024 and December 31, 2024, we have recorded liabilities in the amount of $30.0 million for

unpaid amounts owed under its music licenses.

We are also involved in various legal proceedings and has received threats of litigation

from Rightsholders.

We believe it may be or become liable to Rightsholders for additional amounts such as interest, penalty fees, attorneys’

fees, copyright infringement damages and other amounts, but is currently unable to estimate the probability of loss associated with these

actions or the range or reasonably possible losses, if any, or the impact such losses may have on our results of operations, financial

condition or cash flows.

On August 29, 2023, Fox Plaza, LLC initiated an

action against Proxima Media, LLC and Triller Platform Co.

(erroneously sued as Triller, Inc.) in Los Angeles Superior Court alleging

breach of lease against Proxima Media, LLC and breach of guaranty against Triller Platform Co.

as a result of defendants’ alleged

failure to pay rents owed under a commercial office lease.

The plaintiff seeks damages in excess of $3.5 million, plus attorney’s

fees, costs of suit, and additional damages to be proven at trial.

We intend to vigorously defend ourselves in this matter.

has been set for August 27, 2024.

It is reasonably

possible that the potential loss may exceed our accrued liability.

As of December 31, 2024, we have accrued a liability for this loss

contingency in the amount of $1.75 million, which we believe represent the best estimate of the probable loss.

It is reasonably possible

that the ultimate resolution of this matter could differ from the amount accrued.

Concentrix Daksh

We have assumed the liabilities of Triller Corp,

including the legal contingency accrual stemming from the arbitration with Concentrix Daksh Services India Private Ltd.

(“Concentrix”).

Concentrix alleges wrongful early termination of a services agreement and seeks damages of approximately $2.0 million in lost profits,

plus interest and fees.

We have accrued approximately $2.0 million as a liability pertaining to this matter.

While we intend to defend

the claim vigorously, we believe the recorded amount represents the probable loss as of December 31, 2024.

Epic Sports & Entertainment

We have assumed the liabilities of Triller Hold

Co LLC and Triller Fight Club LLC related to litigation with Epic Sports & Entertainment, Inc.

(“Epic”) for alleged breach

of a settlement agreement.

Epic initially claimed damages of approximately $1.8 million, and recent settlement discussions indicate a

potential settlement range of approximately $0.6 to $2.0 million.

As of December 31, 2024, we have accrued a legal provision of approximately

$1.9 million as a liability in the consolidated balance sheets.

Arbitration Award

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the arbitration with Samsung Electronics

Co., Ltd due to a breach of a commercial agreement and failure to pay the amounts owed under the contract.

District Court for

the Central District of California confirmed the award and entered a judgment of approximately $2.6 million in May 2024, accruing interest

at $368.43 per day, at a rate of 5.17% per annum until repaid.

A writ of execution was issued on August 2, 2024, and a Judgment Debtor

Examination is scheduled for February 24, 2025.

The Company provided financial records in December 2024 in response to a subpoena.

of December 31, 2024, the Company accrued approximately $3.0 million as a liability in the consolidated balance sheets.

Prem Parameswaren

We have assumed potential liabilities related

to claims asserted by Prem Parameswaran, the former Chief Executive Officer of Triller Corp for alleged unpaid compensation.

litigation, the parties reached an agreement in principle for a settlement consisting of $500,000 in cash and 625,000 stock units, subject

to approval by AGBA Group Holding Limited.

As of December 31, 2024, we have accrued approximately $2.4 million as a liability pertaining

to this matter, representing the probable settlement amount.

Triller Legacy, LLC Settlement Agreement

On July 26, 2024, Triller Hold Co, LLC and Triller

Acquisition, LLC entered into a settlement agreement with Triller Legacy, LLC (“Legacy”), original sellers of Triller Corp,

regarding the 2019 acquisition of Triller Corp from Legacy.

We agreed to issue 3.89 million shares of Series A common stock to Legacy.

Legacy intends to sell 1.75 million shares for a minimum return of approximately $7.0 million by the end of March 31, 2025.

We must compensate

Legacy for any shortfall of share sales below $7.0 million.

We have the option to purchase up to 1.75 million shares from Legacy at $4.00

per share through December 31, 2024 and $4.75 per share through March 31, 2025.

We can also opt to pay Legacy $7.0 million.

We have included

the estimated guaranteed payment liability in its accounts payable and legal contingencies.

Bobby Sarnevesht

We are subject to claims asserted by Bobby Sarnevesht

for alleged breach of a merger agreement and related contracts.

We dispute the claims and the matter remains unresolved.

As of December

31, 2024, we have accrued approximately $3.0 million as a liability pertaining to this dispute, which represents our best estimate of

the probable loss.

On November 26, 2024, the Company, Triller Corp.,

a wholly-owned subsidiary of the Company, Triller Hold Co LLC, (“ Triller Hold Co ”), a Delaware limited liability company

and a wholly-owned subsidiary of the Company, and Holdings Limited, a Cayman Islands limited company, (collectively as

the “Defendants”) were served with a summon and a notice of motion for summary judgment in lieu of compliant filed by YA

(the “ Plaintiff ”), a Cayman Islands exempt limited partnership, in the Supreme Court of the State of New

York County of New York for the payment of for $35,546,302.19, plus default interest that continues to accrue, pre-judgment interest,

costs, legal fees, and expenses.

The Plaintiff alleged that the defendants were in default of (i) that certain Amended and Restated Secured

Convertible Promissory Note, Number AGBA-1, dated as of June 28, 2024, delivered by the Company to the Plaintiff (as amended, the “ Note ”),

(ii) that certain Second Amended and Restated Standby Equity Purchase Agreement, dated as of June 28, 2024, by and among the Company,

the Plaintiff and Triller Corp.

(the “ SEPA ”), (iii) that certain Amended and Restated Guaranty Agreement, dated as

of June 28, 2024, by and among Triller Corp., Triller Hold Co and the Plaintiff (the “ Triller Guaranty ”), (iv) that

certain Amended and Restated Pledge Agreement, dated June 28, 2024, by and between Triller Hold Co and the Plaintiff (the “ Triller

Pledge Agreement ”), (v) that certain Guaranty Agreement, dated as of June 28, 2024, by and between Convoy Global Holdings Limited,

and the Plaintiff, (vi) that certain Pledge Agreement, dated as of June 28, 2024, by and between the Company and the Plaintiff (the “ Company

Guaranty ”), and (vii) that certain Amended and Restated Registration Rights Agreement, dated as of June 28, 2024, by and between

the Company and the Plaintiff (the “ Registration Rights Agreement ”).

On June 20, 2025, we transferred 3,000,000 shares

of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral pursuant to the Amended and Restated Pledge Agreement,

dated June 28, 2024, between Triller Hold Co LLC and Yorkville, as partial repayment.

The case does not have a trial date set.

intend to litigate the case until a resolution is reached.

On December 3, 2025, the Plaintiff filed responses

and objections (the “Responses and Objections”) to the Defendants’ first set of interrogatories dated November 3, 2025

to the Supreme Court of the State of New York County of New York (Index no.:

659314/2024).

Pursuant to the Responses and Objections, the

Plaintiff stated its claims and contentions with respect to its damage resulting from the event of default that occurred under the Note

when the Defendants failed to pay all amounts due by the Maturity Date.

The total amount owed under the Note, including interest, plus

costs, legal fees, and expenses incurred by Yorkville less the value of BKFC’s shares is approximately $38.1 million.

further stated that it continues to accrue additional damages with each passing day that the obligations under the Note and guaranties

remain unpaid.

The case is on-going and our legal counsel will continue to handle this matter.

The Company intends to defend itself vigorously.

No prediction can be made as to the outcome of the lawsuit.

13080 Advisors LLC v.

Triller Group, Inc.,

Jams Reference No.

5220008039 (Los Angeles County, California)

On December 18, 2024, 13080 Advisors LLC (“Claimant”)

submitted a Notice of Arbitration and Demand for Arbitration (“13080 Arbitration Demand”) to JAMS to assert that Triller and

TAG Holdings Limited (collectively as “Respondents”) have breached their alleged duties to Claimant under the following alleged

(1) a partially executed document entitled “Grant Agreement for S-8 Registered Shares” dated March 14, 2024, and

(2) a partially executed document entitled “Consulting Services Agreement” also dated March 14, 2024.

The 13080 Arbitration

Demand asserts four purported claims for relief:

breach of contract, negligent misrepresentation, specific performance and declaratory

On February 18, 2025, Respondents submitted to JAMS a motion to dismiss all the claims for relief asserted in the 13080 Arbitration

Demand along with a motion to strike Claimant’s requests for punitive damages.

This motion remains pending and no arbitrator has

been appointed.

The case is on-going and our legal counsel will continue to handle this matter.

At this stage in the proceedings, it is

unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any.

Subsequent to December 31, 2024, we are involved

in the following material legal proceedings:

Diamond Jr.et al.

Triller Group,

Inc., Case No.

25-cv-00129 (PAE) (S.D.N.Y.)

On January 7, 2025, Robert E.

Diamond Jr (“Diamond”),

the former chairman of Triller’s board of directors and Atlas Merchant Capital LLC (collectively as “Plaintiffs”), an

advisory services company under Diamond’s control filed a lawsuit in federal district court in Manhattan, New York to allege that

Triller has failed to pay over or grant to Plaintiffs certain cash amounts and equity awards to which Plaintiffs were entitled pursuant

to various agreements between Plaintiffs and Triller.

Plaintiffs claim that they are entitled to over $5.0 million in cash compensation

and over 6.0 million shares of Triller’s common stock.

On February 28, 2025, Triller filed a partial motion to dismiss the scope

of Plaintiffs’ claims.

This motion is now pending before the court.

The case is on-going and our legal counsel will continue to

handle this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range

of reasonable possible loss, if any.

MINE SAFETY DISCLOSURES

Not Applicable.

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 3. Legal Proceedings