What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-01-26 compared with 2024-03-28 · 602 added, 901 removed, 51 unchanged (97% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides

information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition.

The discussion should be read in conjunction with our audited consolidated financial statements included elsewhere in this Annual Report.

This discussion contains forward-looking statements based upon our current expectations, estimates and projections, and involves numerous

risks and uncertainties.

Actual results may differ materially from those contained in any forward-looking statements due to, among other

considerations, the matters discussed in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking

We are a leading one-stop financial supermarket

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

We offer the broadest set of financial services and healthcare

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

that best suit their needs.

We currently operate four major areas of businesses,

comprising of:

Distribution Business:

The Group’s powerful financial

advisor business is the largest in the market, it engages in the personal financial advisory business (including advising and sales

of a full range of financial services products including long-term life insurance, savings and mortgages), with additional internal

and external channels being developed and added.

Platform Business:

The Group operates as a “financial

supermarket” offering over 1,800 financial products to a large universe of retail and corporate customers.

Healthcare Business:

Through the Group’s 4% stake in and

a strategic partnership with HCMPS, operating as one of the largest healthcare management organizations in the Hong Kong and Macau

region, with over 800 doctors in its network.

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

Fintech Business:

The Group has an ensemble of leading FinTech

assets and businesses in Europe and Hong Kong.

In addition to financial gains, the Group also derives substantial knowledge transfers

from its investee companies, supporting the development and growth of the Group’s new business models.

Distribution Business

The Distribution Business comprises a variety

of captive financial services distribution channels.

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

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

Our combined captive distribution channels enable

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

Financial Advisors Business (“FA Business”)

“Focus” is engaged in the distribution

of life insurance, asset management, property-casualty and Mandatory Provident Fund products through its teams of independent financial

advisors (brokers).

Alternative Distribution Business

A collection of distribution channels, including

salaried financial planners targeting HNWI, development teams pursuing corporate partnerships and incubating financial advisor teams.

Our largest distribution channel is the FA Business,

operating under the brand name Focus.

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

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

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

highly productive salesforce.

As of December 31, 2023, there were around 1,231 financial advisors at “Focus”, organized into

26 sales teams.

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

In addition to the FA Business, we continued

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

known as our Alternative Distribution Business.

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

specific distribution opportunities.

During 2023, we continued to make significant

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

the supporting infrastructure.

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

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

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

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

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

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

compliance and supervision.

As a result of our efforts to expand our distribution

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

Vast customer base in Hong Kong and

growing customer base in Mainland China.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of

our results of operations and financial condition.

The discussion should be read in conjunction with our audited consolidated financial

statements included elsewhere in this Annual Report.

This discussion contains forward-looking statements based upon our current expectations,

estimates and projections, and involves numerous risks and uncertainties.

Actual results may differ materially from those contained in

any forward-looking statements due to, among other considerations, the matters discussed in the sections titled “Risk Factors”

and “Special Note Regarding Forward-Looking Statements.”

are a global, artificial intelligence (“ AI ”) powered technology platform (“ Technology Platform ”)

that serves a broad constituency of Creators and Brands around the world.

“ Creators ” include influencers, artists,

athletes, other individuals and public figures that utilize or have utilized our Technology Platform to create and publish content.

famous Creators use our Technology Platform, including influencers like Charli D’Amelio and Bryce Hall and music artists like The

“Brands” are companies, products or product lines which are active on our Technology Platform and utilize or have

utilized one or more of our products or services offered through our Technology Platform (“ Direct Brands ”), or companies,

products or product lines whose associated data we track, report on and make available to our clients as part of one or more of our product

offerings (“ Tracked Brands ,” and collectively with Direct Brands, “ Brands ”).

Brands that have utilized

or continue to utilize our platform include McDonalds, Pepsi, Walmart, L’Oréal, Puma, Charmin and Major League Baseball.

We help both Creators and Brands build relationships

with their audiences to create awareness, drive content consumption, generate commerce and build culture.

Our Triller app is a short-form

video app similar to TikTok, Instagram Reels, YouTube shorts and other video apps that allow users to access both user generated and professionally

generated content from Creators around the world.

Since our inception through September 30, 2023, we have raised more than $420 million

in capital and established more than 327 million Consumer Accounts on the Triller app and a total of 436 million Consumer Accounts on

our Technology Platform.

“Consumer Accounts” are included when consumers create accounts on a Triller brand or owned property

and also when we employ our Technology Platform to create accounts on behalf of our Brands and Creators.

We define Consumer Accounts as

the total number of individual Consumer Accounts recorded in databases across the Triller app and TrillerTV (whether they are active or

inactive on our Technology Platform) at or around the time of measurement, that we track and that are able to benefit from the services

and features offered through our Technology Platform during the reported period.

Users that simply accessed or viewed our content or partner

content on our platform or any other social media platform are not included in the total number of Consumer Accounts above.

Consumer Accounts

that were created prior to acquisition by us are not included in the total number of Consumer Accounts above.

Recently, we elected to

take a proactive approach to the way in which we report our Consumer Accounts, which we believe is uncommon in our industry.

believe that many social media companies include a significant number of “bot” accounts or “duplicate” accounts

in their user metrics, we undertook a robust process to purge as many duplicate and bot accounts as practicable with our resources and

in doing so we purged in excess of 200 million Consumer Accounts from our total user accounts metric.

the Triller app, Triller has dramatically expanded its portfolio of offerings through organic growth and strategic acquisitions becoming

a diversified Technology Platform for the creation, distribution, measurement and monetization of digital, live and virtual content.

It also produces content under its own and third-party Brands, including trendsetting music, sports, lifestyle, fashion and entertainment

media that creates cultural moments, attracts users to Triller’s offerings and drives social interaction that serves as a cultural

wellspring across digital society.

We operate within the global digital content marketplace,

which is estimated to reach $577.4 billion in 2023 according to Statistica’s August 2023 report on worldwide digital media, and

we focus our efforts on the $250 billion creator economy, as forecasted in a recent Goldman Sachs report on the creator economy.

Sachs Research estimated the creator economy could reach $480 billion by 2027 in its April 2023 report titled “The creator economy

could approach half-a-trillion dollars by 2027.” Our revenue was $27.5 million and $54.2 million in the fiscal years ended December

31, 2024 and 2023.

We have incurred net losses in each year since our inception, including $1,138.0 million and $49.2 million for the

fiscal years ended December 31, 2024 and 2023, respectively.

our subsidiaries in Hong Kong, we are also a leading wealth management and healthcare institution based in Hong Kong servicing over 400,000 individual

and corporate customers.

We offer the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater

Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs.

addition to operating our Technology Platform, we currently operate in four market-leading businesses:

our Platform Business, Distribution

Business, Healthcare Business, and Fintech Business (collectively as “Financial Services Business”).

2019, we have implemented a strategy to expand and upgrade our long-standing broker-dealer business into a platform business and a distribution

Today, we offer unique product and service offerings:

tech-enabled broker management platform for advisors (“ Platform Business ”);

market leading portfolio of wealth and health products (“ Distribution Business ”).

also have a market leadership in our healthcare business through our 4% stake in and a strategic partnership with HCMPS.

the most reputed healthcare brands in Hong Kong.

It has a network of over 700 healthcare service providers.

we are an established operator and successful investor in the FinTech industry.

We have carefully built out investment positions in FinTech,

WealthTech and HealthTech businesses, applying lessons learned from our own distribution, platform and healthcare businesses.

largest distribution channel is the FA Business, operating under the brand name Focus.

With its large salesforce of financial advisors,

“Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers,

primarily in connection with life insurance products.

Our FA Business has been the clear market leader in the insurance brokerage industry

in Hong Kong for decades, building up a large and highly productive salesforce.

As of December 31, 2024, there were around 1,231 financial

advisors at “Focus”, organized into 26 sales teams.

Each team is led by a “tree head”, responsible for managing

the financial advisors within their teams.

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

distribution channels, collectively known as our Alternative Distribution Business.

These distribution channels are targeted at specific

customer segments and/or capturing specific distribution opportunities.

2024, we continued to make significant investments into developing and expanding our financial advisors salesforce, broadening and deepening

the product range, as well as upgrading the supporting infrastructure.

Our infrastructure not only supports the financial consultants

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

payment flows, as well as after-sales services.

Building our infrastructure required substantial investments into technological, operational

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

payments, etc.).

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

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

an appropriate level of regulatory compliance and supervision.

of our efforts to expand our distribution capabilities and improve our supporting infrastructure, we have successfully developed these

inter-related strategic assets:

Vast customer base in Hong Kong and growing

customer base in Mainland China.

State-of-the-art supporting infrastructure.

Relationships with and access to

a broad range of leading global financial product providers.

Relationships with and access to a broad

range of leading global financial product providers.

Deep market knowledge and understanding.

Highly productive and well-trained

We will continue to capitalize on these core

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

Highly productive and well-trained salesforce.

will continue to capitalize on these core strategic assets and match them with the emerging opportunities in our three core industries

(life insurance, wealth management and healthcare).

For the year ended December 31, 2024, the Company

made $48.9 million from commission in the Distribution Business.

The revenue attributed to the Company during 2023 only captured an insignificant

portion of the revenues actually generated by the financial advisors currently associated with Focus.

We will continue to widen our distribution footprint

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

as refining our abilities to service our customer base.

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

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

Platform Business

The Platform business, through OPH and its subsidiaries,

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

product providers.

The Platform Business was set up to take advantage

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

We were already servicing

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

technological and operational infrastructure.

The Platform Business now operates this full-service

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

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

Our technology-enabled Platform Business offers

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

lending and real estate agency.

In addition to its unrivaled product-shelf, the

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

services, and training support.

Currently, our platform financial services and

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

Fund (MPF) products, and international real estate referral and brokerage services.

The OnePlatform brand currently covers 90 insurance

providers selling 1,152 products, and 53 asset management fund houses with over 1,137 products.

Fintech Business

The Fintech Business has collected an ensemble

of valuable fintech assets in its investment portfolio.

Fintech Business’ management team has strived to establish the business

as a leading name in the fintech investment sector.

Core Fintech investments held under the Fintech

Business as of December 31, 2023 include:

An investment in Tandem Money Limited,

a UK digital bank.

An investment in CurrencyFair Limited,

a B2B and B2C payments company.

An investment in Oscar Health Inc.,

a US direct-to-consumer digital health insurer.

An investment in Goxip Inc., a fashion

media platform based in Hong Kong.

An investment in LC Healthcare Fund

I, L.P., a PRC healthcare and healthtech investment fund.

US$ thousands (1)

December 31, 2023

December 31, 2022

Tandem Money Limited

CurrencyFair Limited

Oscar Health Inc.

LC Healthcare Fund I, L.P.

Carrying amount represents Fintech’s

attributable interest in the investment portfolio asset.

During the year ended December 31, 2023, the

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

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

per share, resulting with a realized gain of $1.5 million.

As of December 31, 2023, the remaining fair value was less than $1,000.

Subsequent on February 5, 2024, the Company sold

all of its equity interest in LC Healthcare Fund I, L.P.

to an independent third party for a purchase price of $2.15 million.

Healthcare Business

We currently hold a 4% equity stake in HCMPS,

one of the leading healthcare management organizations in Hong Kong.

Founded in 1979 and currently operating under

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

brands in Hong Kong.

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

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

JFA’s clients include blue chip companies

from various industry and leading insurers.

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

JFA operates a city-wide medical network that

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

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

Over 380,000 out-patient and in-patient

visits are recorded annually through HCMPS’s medical network.

JFA offers its patients a full range of medical services, including

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

We believe that the future of healthcare is in

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

complex healthcare challenges with reduced operating costs.

We will focus on technology/digitalization and consumerization of healthcare

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

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

We believe that JFA has the captive customer base, infrastructure

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

We are currently working to transform JFA into

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

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

Key Factors Affecting Our Results of Operations and Future Performance

We believe that our financial performance has

been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents

growth opportunities for our business.

These factors also pose important challenges that we must successfully address in order to sustain

our growth and improve our results of operations.

Our ability to successfully address these challenges is subject to various risks and

uncertainties, including those described in Part I, Item 1A of this Form 10-K.

Key Components of Results of Operations

Currently, we are operating the below business

segments and generating operating revenue streams as follows:

Operating Revenues

from Major Business Activities

Distribution Business

Facilitating the placement of insurance, investment,

real estate and other financial products and services to our customers, through licensed brokers, in exchange for initial and ongoing

commissions received from product providers, including insurance companies, fund houses and other product specialists.

Platform Business

Providing access to financial products and services

to licensed brokers.

Providing operational support for the submission

and processing of product applications.

Providing supporting tools for commission calculations,

customer engagement, sales team management, customer conversion, etc.

Providing training resources and materials.

Facilitating the placement of investment products

for the fund and/or product provider, in exchange for the fund management services

Providing the lending services whereby the Company

makes secured and/or unsecured loans to creditworthy customers

Solicitation of real estate sales for the developers,

in exchange for commissions

Fintech Business

Managing an ensemble of fintech investments

Healthcare Business

Managing healthcare investment

All of the Company’s revenues were generated

in Hong Kong.

Operating Revenue and Other Loss

We have disaggregated our operating revenue from

contracts with customers into categories based on the nature of the revenue, as well as other losses from our investment portfolio.

following table presents the revenue streams by segments, with the presentation of revenue categories presented on the consolidated statements

of operations for the years indicated:

For the year ended December 31,

Distribution Business

Platform Business

Fintech Business

Healthcare Business

Interest income

Non-interest incomes:

Recurring asset management service

Total revenues

Investment loss, net

$ (6,878,869 )

For the year ended December 31,

Distribution Business

Platform Business

Fintech Business

Healthcare Business

Interest income

Non-interest incomes:

Recurring asset management service

Total revenues

Investment loss, net

$ (8,937,431 )

Operating Costs

Commission Expense

Commission expense represents the portion of

premiums from insurance or investment products retained by financial consultants, pursuant to the terms of their respective contracts.

Commission rates vary by market due to local practice, competition and regulations.

Commissions fluctuate directly in relation to sales

Sales and Marketing Expense

Sales and Marketing Expense primarily consists

of personnel-related costs attributable to our sales and marketing personnel, marketing expense for brand promotion and spending on marketing

programs to launch the insurance and investments products distributed by consultants.

Technology Expense

Technology expense primarily includes personnel-related

costs attributable to our IT team, technology contractors, server facilities expenses, telecommunications expenses, software and hardware

expenses to support and maintain the Platform Business infrastructure.

Personnel and Benefit Expense

Personnel and benefit expense primarily consists

of personnel-related costs and benefits, stock-based compensation costs for employees in our executive, accounting and finance, project

management, corporate development, office administration, legal and human resources functions.

Legal and Professional Fees

Legal and Professional fees primarily consist

of certain professional consulting services in legal, audit, accounting and taxation, and others.

Other General and Administrative Expenses

Other general and administrative expenses primarily

consist of rent and facilities expenses allocated based upon total direct costs, as well as, general corporate costs and allocated overhead expenses.

We expect that our general and administrative

expenses will continue to increase in future periods, primarily due to increased headcount to support anticipated growth in our Distribution

and Platform Businesses, and due to incremental costs associated with operating as a public company, including costs to comply with the

rules and regulations applicable to companies listed on a securities exchange and costs related to compliance and reporting obligations

pursuant to the rules and regulations of the SEC and stock exchange listing standards, public relations, insurance and professional services.

Results of Operations

Comparison of the Years Ended December 31,

2023 and 2022:

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

presented in U.S.

made $22.4 million from commission in the financial services business.

The revenue attributed to the Company during 2024 only captured

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

will continue to widen our distribution footprint and actively explore further opportunities to develop partnerships and generate customer

leads on the ground in Mainland China, as well as refining our abilities to service our customer base.

We expect sales volumes to return

to the levels previously recorded, prior to the pandemic period, especially with the re-opening of the Mainland border and the ongoing

integration of Hong Kong into the Greater Bay area.

Affecting Our Results of Operations and Future Performance

believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors

as described below, each of which presents growth opportunities for our business.

These factors also pose important challenges that we

must successfully address in order to sustain our growth and improve our results of operations.

Our ability to successfully address these

challenges is subject to various risks and uncertainties, including those described in Part I, Item 1A of this Form 10-K.

of Operations

of the Years Ended December 31, 2024 and 2023:

The following

tables set forth our results of operations by segment for the years ended December 31, 2024 and 2023 presented in U.S.

dollars (in thousands):

Years ended December 31,

(US$ in thousands)

Interest income:

Total interest income

Non-interest income:

For the year ended December 31, 2024

Sports streaming

Financial services

Loans interest income

Recurring asset management service fees

Recurring asset management service fees, related party

Total non-interest income

Total revenues

Advertising revenue

Subscription fees and paid-per-view fees

Total revenue

Operating expenses

Interest expense

Operating expenses for social media and streaming platform

Commission expense

Sales and marketing expense

Technology expense

Personnel and benefit expense

Legal and professional fees

Legal and professional fees, related party

Allowance for expected credit losses on financial instruments

Sales and marketing expenses

Research and development expenses

Personnel and benefit expenses

Legal and professional fee

Legal and professional fee, related party

Office and operating fee, related party

Provision for allowance for expected credit losses

Other general and administrative expenses

Total operating expenses

Loss from operations

Other income (expense):

Other income (expense), net

Interest income

Foreign exchange gain (loss), net

Interest expense

Foreign exchange (loss) gain, net

Impairment on property and equipment

Impairment on intangible assets

Impairment on goodwill

Impairment on right-of-use assets

Investment loss, net

Change in fair value of convertible debts

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase liability

Gain on disposal of property and equipment

Rental income

Sundry income

Total other expense, net

Loss before income taxes

Income tax expense

The following table summarizes the major operating

revenues from the year ended December 31, 2023, as compared to the corresponding year ended December 31, 2022:

Years ended December 31,

Year ended December 31, 2023

Asset management service fees

Loans interest income

Total revenue

Operating expenses

Commission expense

Sales and marketing expenses

Research and development expenses

Personnel and benefit expenses

Legal and professional fee

Legal and professional fee, related party

Office and operating fee, related party

Provision for allowance for expected credit losses

General and administrative

Total operating expenses

Other income (expense), net

Interest income

Interest expense

Total other income (expense), net

Income tax expense

Net income (loss)

The following

table summarizes the major operating revenues for the years ended December 31, 2024 and 2023:

(US$ in thousands)

Business segment

Distribution Business

Platform Business

Fintech Business

Healthcare Business

Distribution Business

The Distribution

Business contributed 90.22% and 79.18% of the total revenue for the years ended December 31, 2023 and 2022, respectively.

the Distribution Business mainly related to commissions earned, which significantly increased by US$24.3 million, or 98.65%, from US$24.6 million

in 2022 to US$48.9 million in 2023.

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

Summarized revenue breakdown by product and type

of contracts:

Years ended December 31,

(US$ in thousands)

Life insurance

Property-casualty insurance

Mandatory provident fund and related revenues

By the type of contracts:

– New and or current year

Platform Business

The Platform Business contributed 9.78% and 20.82%

of the total revenue for the years ended December 31, 2023 and 2022, respectively.

Years ended December 31,

(US$ in thousands)

Recurring asset management service fees

Sports streaming

Financial services

Social media and Sports streaming

On October 15, 2024, we completed the merger

transaction pursuant to the merger agreement, through which we acquired all of the equity interests of Triller Corp.

Following the acquisition,

Triller Corp.’s operations have been consolidated into the Group, consisting of two major business segments:

social media and sports

For the post-acquisition period from October 16,

2024 to December 31, 2024, these segments contributed revenues of approximately $1.0 million and $4.1 million, respectively, or aggregate

18.53% of the Group’s total revenue.

media business segment mainly comprises of revenues from the provision of advertising services and SaaS services.

The technology platform

integrated from Triller Corp.

provides brands a variety of advertising services including AI-powered conversations and the augmentation

and execution of advertising campaigns.

In additions, the SaaS platform provides our customers a detailed dashboard to measure all creator

driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding creators with per-transaction

incentives for enabling e-commerce transactions.

Revenue from the SaaS platform subscriptions is recognized ratably over the life of

a subscription.

streaming business segment mainly comprises of revenues from subscriptions for streaming services and pay-per-view (“PPV”)

services for premium content and events.

The technology platform provides streaming services that acquires content licensing from various

sport and entertainment franchises to provide a content rich environment for both subscription based and pay-per-view consumption both

across a variety of platforms including mobile phones, tablets, PCs, streaming devices, set-top-boxes and connected TVs.

streaming subscriptions is recognized ratably over the life of a subscription and revenue from streaming pay-per-view events is recognized

at the time the event airs.

Financial services business segment mainly comprises of commission

income, recurring assets management service income, and interest income.

Income from financial services decreased by $31.8 million or

58.69% from $54.2 million for the year ended December 31, 2023 to $22.4 million for the year ended December 31, 2024.

The decrease in

revenue is primarily attributed to the economic recession and outward migration in Hong Kong.

Operating Expenses

Interest Expense

Interest expense increased by US$0.6

million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The increase was mainly attributed to

the increase in short-term borrowings during the year.

Operating expenses for social media and streaming platform

For the post-acquisition period from October 16,

2024 to December 31, 2024, the aggregate operating expenses for social media and streaming platform was $4.0 million, or 2.85% of the

Group’s operating expenses.

The operating expenses for social media primarily consisted of expenses related to talent and influencers

for brand activations.

The operating expenses for streaming platform are related to license fees, event rights fees, revenue sharing costs,

production costs, and influencer costs, among others.

Commission expense

Years ended December 31,

(US$ in thousands)

Distribution Business

Platform Business

Fintech Business

Healthcare Business

The Distribution Business contributed 96.24%

and 89.47% of the total commission expense for the years ended December 31, 2023 and 2022, respectively.

Commission expense for the Distribution

Business increased by US$19.0 million, or 113.09%, from US$16.8 million in 2022 to US$35.9 million in 2023.

of the increase in revenue associated with the Distribution Business, commission expense significantly increased.

Sales and Marketing Expense

Sales and marketing expense decreased by US$7.4

million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The decrease in sales and marketing expense

is mainly attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating

the successful listing in last year.

Technology Expense

Technology expense increased by US$3.3 million

for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The increase was primarily due to increased headcount

to support anticipated growth in the business and platform expansion and the purchase of software system.

Personnel and Benefit Expense

Years ended December 31,

The commission expense related to financial services

decreased $26.8 million, or 71.76% from $37.3 million for the year ended December 31, 2023 to $10.5 million for the year ended December

As a result of the decrease in revenue associated with the financial services, commission expense decreased correspondingly.

and marketing expenses

Social media and Sports streaming

Sales and marketing expenses of social media

and sports streaming segments primarily consist of marketing costs related to talent and influencers that are not directly tied to revenue-generating

These costs represent expenditure incurred to attract users to the Triller app.

For the post-acquisition period from October

16, 2024 to December 31, 2024, aggregate sales and marketing expenses for these segments totaled $1.3 million, representing 86.02% of

the Group’s total sales and marketing expenses.

services and Corporate

Sales and marketing expenses of financial services

and corporate segment primarily consist of brand promotion and spending on marketing programs to launch the insurance and investments

products distributed by our consultants.

The aggregate sales and marketing expenses for these segments decreased $3.5 million, or 94.11%

from $3.7 million for the year ended December 31, 2023 to $0.2 million for the year ended December 31, 2024.

The decrease was mainly

attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the

successful listing.

and development expenses

Social media and Sports streaming

Research and development expenses of social media

and sports streaming segments primarily consist of personnel costs and related expenses, internet hosting costs, as well as third party

tools and labor.

For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate research and development expenses

for these segments totaled $1.3 million, representing 41.75% of the Group’s total research and development expenses.

Financial services and Corporate

and development expenses of financial services and corporate segment primarily include personnel-related costs attributable to our IT

team, technology contractors, server facilities expenses, telecommunications expenses, software and hardware expenses to support and

maintain the technology platform infrastructure for financial services.

The aggregate research and development expenses for these segments

decreased $2.7 million, or 59.34% from $4.5 million for the year ended December 31, 2023 to $1.8 million for the year ended December

The decrease was mainly attributed to decreased in headcounts

and benefit expenses

and benefit expenses primarily consist of personnel-related costs and benefits and stock-based compensation costs for our administrative,

legal, human resources, information technology, corporate development, finance and accounting employees and executives.

Social media and Sports streaming

For the post-acquisition period from October

16, 2024 to December 31, 2024, aggregate personnel and benefit expenses for social media and sports streaming segments totaled $2.2 million,

representing 2.56% of the Group’s total personnel and benefit expenses.

services and Corporate

(US$ in thousands)

Personnel and benefit

Compensation to employees (share-based

Personnel and benefit cost increased by US$4.1

million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The increase was primarily due to the

increased headcount to support the continuing growth of the Platform Business and Distribution Business.

Share-based compensation for employees

increased by US$1.2 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The increase was

primarily due to the settlement of accrued salaries to certain directors and employees of the Company and the amortization

of the fair value of the restricted share units.

The fair value of the restricted share units is recognized over the period based on

the derived service period (usually the vesting period), on a straight-line basis.

Legal and Professional Fees

Years ended December 31,

Stock-based compensation

Personnel and benefit cost for these segments decreased by $9.0 million,

or 37.46% from $23.9 million for the year ended December 31, 2023 to $15.0 million for the year ended December 31, 2024.

was mainly attributed to the decreased headcount.

Stock-based compensation for executive directors and employees increased

by $64.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The increase was primarily due

to the settlement of accrued salaries to certain executive directors and employees of the Company and the amortization of the fair value

of restricted share units.

The fair value of the restricted share units is recognized over the period based on the derived service period

(usually the vesting period), on a straight-line basis.

Legal and professional fee

Legal and professional fees mainly consisted of

certain professional consulting services in legal, audit, accounting and taxation, and others.

Social media and Sports streaming

For the post-acquisition period from October 16,

2024 to December 31, 2024, the legal and professional fee for social media and sports streaming segments totaled $3.1 million, representing

13.97% of the Group’s total legal and professional fee.

Financial services and Corporate

(US$ in thousands)

Legal and other professional fees

Consulting fees (share-based related)

Legal and professional fees increased by US$12.3

million, or 974.33%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Legal and professional fees

Stock-based compensation

Legal and professional fees increased by $4.1 million, or 80.20%, for

the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The increase was primarily attributed to the increase

in the US legal counsel fees and the consulting fees incurred during the year.

Consulting fees under stock-based compensation increased by $1.6 million

or 18.43% for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The increase was mainly attributed to

the increase in corporate strategic consultancy and business marketing service rendered by certain third party consultants.

Legal and professional fee, related party

Legal and professional fee, related party increased by US$0.6 million

from $0.9 million for the year ended December 31, 2024 to $0.3 million for the year ended December 31, 2023.

The increase was primarily

attributed to the increase in the US legal counsel fees and the consulting fees incurred during the year.

Consulting fees under share-based compensation

for the year ended December 31, 2023 was mainly related to the corporate strategic consultancy and business marketing service rendered

by certain third party consultants, equal to 4,900,000 ordinary shares at the market price ranging from US$0.417 to US$2.158 per share.

Legal and Professional Fees, Related Party

Legal and professional fees, related party increased

by US$0.3 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The increase was primarily from

the advisory services rendered by a related company which owned by the Chairman of the Company.

Allowance For Expected Credit Losses on Financial

from the advisory services rendered by a related company which owned by the former Chairman of the Company whom resigned in December 2024.

Provision for allowance for expected credit losses

In accordance with Accounting Standards Codification

(“ASC”) Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic326),

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

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

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

For the years ended December 31, 2023 and 2022, the

aggregated allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was

US$1.1 million and US$0.02 million, respectively.

Other General and Administrative Expense

Years ended December 31,

(US$ in thousands)

Financial data subscription expense

Office rental and operating fees

Other operating expenses

Total other general and administrative expenses

increased by US$4.6 million, or 92.97%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

net increase was mainly due to the increase in depreciation of US$0.9 million, and office rental and operating fees of US$3.1 million.

Upon the consummation of Business Combination, the post-combination entity has expensed more as a listed company, with a significant

increase in the office rental and operating fees increased were primarily attributed to the office and administrative expenses pay to

the holding company for the use of office premises in Trust Tower and Hopewell Centre, including building management fees, government

rates and rent, office rent, lease-related interest, and depreciation actually incurred by the holding company, with the increased occupancy

from business expansion.

Loss from Operations

Loss from operations increased by US$15.5 million,

or 54.65%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022.

The increase was mainly attributable

to the increase in operating expenses of US$38.6 million.

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

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

which is recorded as a liability to offset the receivables.

For the years ended December 31, 2024 and 2023, the aggregated provision for

allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $2.5 million

and $1.1 million, respectively.

general and administrative expenses

Social media and Sports streaming

Other general and administrative expenses of

social media and sports streaming segments primarily consist of professional service fees, business process outsourcing costs, music

licensing, and insurance premiums.

For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate other general

and administrative expenses for these segments totaled $1.8 million, representing 28.03% of the Group’s total other general and

administrative expenses.

services and Corporate

Other general and administrative expenses of financial

services and corporate segments primarily consist of rent and facilities expenses allocated based upon total direct costs, depreciation

and amortization expenses, allowance for expected credit losses, professional services fees, allocated overhead expenses, and other corporate

expenses that are not allocated to the above expense categories.

The aggregate other general and administrative expenses for these segments

increased $1.1 million, or 32.48% from $3.4 million for the year ended December 31, 2023 to $4.5 million for the year ended December 31,

Income (Expense), net

The following

table summarizes the other income (expense), net for the years ended December 31, 2024 and 2023:

Other income (expense), net

Interest Income

Interest income increased by US$0.3 million

for the year ended December 31, 2023.

Foreign Exchange Gain (Loss), net

Foreign exchange gain (loss), net mainly represented

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

The net foreign exchange gain increased by US$3.6 million or 134.39% for the year ended December 31, 2023, as compared to the net

foreign exchange loss for the year ended December 31, 2022, due to the stronger Sterling exchange rate.

Investment (Loss) Income, Net

Years ended December 31,

(US$ in thousands)

Unrealized loss in marketable equity securities

Realized gain from sale of marketable equity securities

Unrealized gain in non-marketable equity securities

Unrealized loss in non-marketable equity securities

Dividend income

Investment loss decreased by US$2.1 million,

or 23.03%, for the year ended December 31, 2023, as compared to the year ended December 31, 2022, mainly as a result of the increase

in realized gain from sale of marketable equity securities of $1.5 million, increase in dividend income of US$0.5 million, decrease in

unrealized loss in marketable equity securities of US$5.3 million, decrease in unrealized gain in non-marketable equity securities of

US$2.1 million, offset by increase in unrealized loss in non-marketable equity securities of US$3.2 million for the year ended December

Loss on settlement of forward share purchase

agreement was resulted from the early termination of the Meteora Backstop Agreement on June 29, 2023.

For the year ended December 31,

2023, the loss on settlement of forward share purchase agreement was $0.4 million recognized in the consolidated statements of operations

and comprehensive loss.

Gain on disposal of property and equipment

Gain on disposal of property and equipment was

resulted from the sale of office premises to an independent third party on July 20, 2023.

For the year ended December 31, 2023, the gain

on disposal of property and equipment was $0.7 million recognized in the consolidated statements of operations and comprehensive loss.

Rental Income

Rental income was earned from the leasing of

our owned office premises.

For the year ended December 31, 2023, the rental income decreased by US$0.08 million, or 24.13%, as compared

to the year ended December 31, 2022 was resulted from the sale of one of the office premises during the year.

Income Tax Expense

Income tax expense increased by US$0.2 million, or 129.60%, for the

year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily attributable to the provision of income tax for

Net loss increased by US$4.7 million, or

10.52% for the year ended December 31, 2023, as compared to December 31, 2022, primarily due to the increase in operating expenses of

US$38.6 million, offset by the increase in revenues of US$23.1 million and decrease in other expense, net of US$11.0 million.

Liquidity and Capital Resources

Sources of Liquidity

Business segment

Sports streaming

Financial services

$ (1,024,856 )

Other income (expense), net consist of interest

income, change in fair value of convertible debts, change in fair value of warrant liabilities, sundry income and offset by interest expense,

impairment on property and equipment, impairment on intangible assets, impairment on goodwill, impairment on right-of-use assets, and

investment loss, net.

Social media and Sports streaming

For the post-acquisition period from October 16,

2024 to December 31, 2024, aggregate other expense, net for these segments totaled $1,004.8 million, representing 98.04% of the Group’s

total other expense, net, primarily comprised of impairment on goodwill of $1,005.8 million, impairment on intangible assets of $0.8 million,

and offset by positive change in fair value of convertible debts of $4.4 million.

Financial services and Corporate

For the years ended December 31, 2024 and 2023,

the aggregate other expense, net for financial services and corporate segments was $20.0 million and $5.9 million, respectively, an increase

of $14.2 million or 242.10%.

The increase was mainly attributed to the impairment on property and equipment, impairment on intangible

assets, impairment on right-of-use assets, and investment loss of $0.1 million, $0.4 million, $1.7 million and $16.0 million, respectively

and offset by the change in fair value of warrant liabilities of $3.5 million.

Net loss increased by $1,088.8 million, or

2,212.80% for the year ended December 31, 2024, as compared to December 31, 2023.

The increase was primarily due to the increase in operating

expenses of $43.4 million and increase in other expense, net of $1,019.0 million.

and Capital Resources

We have a history of operating losses and negative

For the year ended December 31, 2023, we reported a net loss of US$49.2 million and reported a negative operating cash flow

of US$42.1 million.

As of December 31, 2023, our cash balance was US$1.9 million for working capital use.

Our management estimates that

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

operating cash flows.

For the year ended December 31, 2024, we reported a net loss of $1,138.0 million and reported a negative operating

cash flow of $29.0 million.

As of December 31, 2024, our cash balance was $3.1 million for working capital use.

Our management estimates

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

Our ability to continue as a going concern is

2 unchanged sentences

base and control expenditures.

In parallel, AGBA continually monitors its capital structure and operating plans and evaluates various

potential funding alternatives that may be needed in order to finance our business development activities, general and administrative

expenses, and growth strategy.

In parallel, we continually monitor our capital structure and operating plans and evaluates various potential

funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses,

and growth strategy.

These alternatives include external borrowings, raising funds through public equity, or tapping debt markets.

Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital

markets going forward.

The consolidated financial statements attached to this Form 10-K do not include any adjustments that might result

from the outcome of these uncertainties.

Future Liquidity

On a recurring basis, the primary future cash

needs of the Company will be focused on operating activities, working capital, capital expenditures, investment, regulatory and compliance

The ability of the Company to fund these needs will depend, in part, on its ability to generate or raise cash in the future, which

is subject to general economic, financial, competitive, regulatory, and other factors that are beyond its control.

Following the completion of Business Combination,

we will independently manage the capital structure of the Company and our sources of liquidity.

The ability to fund our operating needs

will depend on its future ability to continue to generate positive cash flow from operations and raise capital in the capital markets.

Our management believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from

operating activities, available cash balances, and external borrowings and fund raising.

Our management expects that the primary cash

requirements in 2024 will be to fund capital expenditures for (i) expansion of the Distribution Business and (ii) Platform

If our sources of liquidity need to be augmented,

additional cash requirements would likely need to be financed through the issuance of debt or equity securities;

however, there can be

no assurances that we will be able to obtain additional debt or equity financing on acceptable terms, or at all, in the future.

We expect that operating losses could continue

into the foreseeable future as we continue to invest in growing our businesses.

Based upon our current operating plans, our management

believes that cash and equivalents will not be able to provide sufficient funds to its operations for at least the next 12 months from

the date of its consolidated financial statements provided with this Form 10-K.

However, these forecasts involve risks and uncertainties,

and actual results could vary materially.

Our management has based this estimate on assumptions that may prove to be wrong, and we could

deplete our capital resources sooner than we expect.

See “— Liquidity and Going Concern ” below.

Our future capital requirements may vary materially

from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending

on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of

our brand, and overall economic conditions.

We may also seek additional capital to fund our operations, including through the sale of

equity or debt financings.

To the extent that we raise additional capital through the future sale of equity, the ownership interest of

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

the rights of our existing shareholders.

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

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

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

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

there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital markets

going forward.

The consolidated financial statements attached to this Form 10-K do not include any adjustments that might result from

the outcome of these uncertainties.

a recurring basis, the primary future cash needs of the Company will be focused on operating activities, working capital, capital expenditures,

investment, regulatory and compliance costs.

The ability of the Company to fund these needs will depend, in part, on its ability to generate

or raise cash in the future, which is subject to general economic, financial, competitive, regulatory, and other factors that are beyond

ability to fund our operating needs will depend on its future ability to continue to generate positive cash flow from operations and

raise capital in the capital markets.

Our management believe that we will meet known or reasonably likely future cash requirements through

the combination of cash flows from operating activities, available cash balances, and external borrowings and fund raising.

Our management

expects that the primary cash requirements in 2025 will be to fund capital expenditures for the repayment of debts and obligation and

the businesses operations.

our sources of liquidity need to be augmented, additional cash requirements would likely need to be financed through the issuance of

debt or equity securities;

however, there can be no assurances that we will be able to obtain additional debt or equity financing on

acceptable terms, or at all, in the future.

expect that operating losses could continue into the foreseeable future as we continue to invest in growing our businesses.

our current operating plans, our management believes that cash and equivalents will not be able to provide sufficient funds to its operations

for at least the next 12 months from the date of its consolidated financial statements provided with this Form 10-K.

However, these forecasts

involve risks and uncertainties, and actual results could vary materially.

Our management has based this estimate on assumptions that

may prove to be wrong, and we could deplete our capital resources sooner than we expect.

See “ Liquidity and Going Concern ”

future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues

growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new

product introductions, market acceptance of our brand, and overall economic conditions.

We may also seek additional capital to fund our

operations, including through the sale of equity or debt financing.

To the extent that we raise additional capital through the future

sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation

or other preferences that adversely affect the rights of our existing stockholders.

The incurrence of debt financing would result in

debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict

our operations.

As of December 31, 2024, we had cash and cash

equivalents totaling $3.1 million, and $14.2 million in restricted cash.

Comparison of the year ended December 31,

2023 and 2022

The following table summarizes our cash flows

for the years presented:

of December 31, 2023, we had cash and cash equivalents totaling $1.9 million, and $16.8 million in restricted cash.

of the year ended December 31, 2024 and 2023

The following

table summarizes our cash flows for the years presented:

Year ended December 31,

1 unchanged sentence

Net cash used in operating activities

Net cash provided by (used in) investing activities

Net cash (used in) provided by financing activities

Effect on exchange rate change on cash

and cash equivalents

Net change in cash, cash equivalents and restricted

Cash, cash equivalents and restricted cash,

at the beginning

Cash, cash equivalents

and restricted cash, at the end

Net cash provided by investing activities

Net cash provided by (used in) financing activities

Effect on exchange rate change on cash and cash equivalents

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, at the beginning

Cash, cash equivalents and restricted cash, at the end

Representing as:-

Cash and cash equivalents

Restricted cash – forward share purchase agreement

Restricted cash – fund held in escrow

The following table sets forth a summary of our

working capital:

The following

table sets forth a summary of our working capital:

Years ended December 31,

2 unchanged sentences

Total Current Liabilities

Working Deficit

The working deficit as of December 31, 2023 amounted

to approximately US$22.22 million, as compared to approximately US$18.27 million at December 31, 2022, an increase of

US$3.96 million or 21.66%.

Cash Flows from Operating Activities

Net cash used in operating activities was US$42.28 million

for the year ended December 31, 2023, as compared to net cash used in operating activities of US$19.30 million for the year ended

December 31, 2022.

Net cash used in operating activities for

the year ended December 31, 2023 was primarily the result of the net loss of US$49.21 million, an increase in accounts receivable of

US$1.19 million, increase in deposits, prepayments, and others receivable of US$2.50 million, decrease in escrow liabilities of

US$12.67 million, and decrease in lease liabilities of US$1.13 million.

These amounts were partially offset by the increase in

accounts payable and accrued liabilities of US$6.89 million, increase in income tax payable of US$0.54 million, and non-cash

adjustments consisting of share-based compensation expense of US$11.24 million, non-cash lease expense of US$1.50 million,

depreciation of property and equipment of US$0.26 million, interest income on notes receivable of US$0.03 million, interest expense

on borrowings of US$0.78 million, net foreign exchange gain of US$0.91 million, net investment loss of US$6.88 million, allowance

for expected credit losses on financial instruments of US$1.08 million, gain on disposal of property and equipment of US$0.66

million, loss on settlement of forward share purchase agreement of US$0.38 million, and reversal of over-accruals in prior year of

US$3.60 million.

Net cash used in operating activities for the year

ended December 31, 2022 was primarily the result of a net loss of US$44.52 million, a decrease in loans receivable of US$2.32 million,

and an increase in accounts payable and accrued liabilities of US$10.88 million.

These amounts were partially offset by the increase in

accounts receivable of US$1.95 million, deposits, prepayments, and other receivable of US$0.20 million, decrease in escrow liabilities

of US$5.00 million, income tax payable of US$0.28 million, unrealized investment loss of US$8.94 million, net foreign exchange loss

of US$2.64 million, share based compensation of US$2.09 million, change in fair value of forward share purchase liability of US$5.39 million

and depreciation of property and equipment of US$0.39 million.

Cash Flows from Investing Activities

Working Capital Deficit

Capital Deficit

The working capital deficit as of December 31,

2024 amounted to approximately $271.6 million, as compared to approximately $22.2 million as of December 31, 2023, an increase

of $249.4 million or 1,122.49%.

The increase was mainly attributed to the increase in current liabilities related to the acquisition of

Triller Corp.

during the year.

Flows from Operating Activities

Net cash used in operating activities was $29.0 million

for the year ended December 31, 2024, as compared to net cash used in operating activities of $42.3 million for the year ended December

Net cash used in operating activities for the

year ended December 31, 2024 was primarily the result of a net loss of $1,138.0 million, a decrease in escrow liabilities of $2.6

million, operating lease liabilities of $1.9 million, and income tax payable of $0.3 million.

These amounts were partially offset by the

decrease in accounts receivable of $2.5 million, increase in accounts payable and accrued liabilities of $4.1 million, and non-cash adjustments

consisting of stock-based compensation of $77.8 million, lease expense of $2.6 million, depreciation and amortization of $0.3 million,

interest expense on borrowings of $7.9 million, impairment on goodwill of $1,005.8 million, impairment on intangible assets of $1.2 million,

impairment on right-of-use assets of $1.7 million, investment loss, net of $16.0 million, provision for allowance for expected credit

losses of $2.5 million, change in fair value of warrant liabilities of $(3.5) million, change in fair value of convertible debts of $(4.4)

million, and impairment on property and equipment of $0.1 million.

cash used in operating activities for the year ended December 31, 2023 was primarily the result of the net loss of $49.2 million, an

increase in accounts receivable of $1.2 million, increase in deposits, prepayments, and others receivable of $2.5 million, decrease in

escrow liabilities of $12.7 million, and decrease in lease liabilities of $1.1 million.

These amounts were partially offset by the increase

in accounts payable and accrued liabilities of $6.9 million, increase in income tax payable of $0.5 million, and non-cash adjustments

consisting of share-based compensation expense of $11.2 million, non-cash lease expense of $1.5 million, depreciation of property and

equipment of $0.3 million, interest income on notes receivable of $0.03 million, interest expense on borrowings of $0.8 million, net

foreign exchange gain of $0.9 million, net investment loss of $6.9 million, allowance for credit losses on financial instruments of $1.1

million, gain on disposal of property and equipment of $0.7 million, loss on settlement of forward share purchase agreement of $0.4 million,

and reversal of over-accruals in prior year of $3.6 million.

Flows from Investing Activities

Net cash provided by investing activities for

the year ended December 31, 2023 of US$10.79 million was primarily due to proceeds from sale of investments of US$3.98 million, dividend

received from long-term investments of US$1.67 million, proceeds from sale of property and equipment of US$6.13 million, offset by the

purchase of notes receivable of US$0.59 million, purchase of long-term investments of US$0.29 million, and purchase of property and equipment

of US$0.10 million.

Net cash used in investing activities for the

year ended December 31, 2022 of US$14.19 million was primarily due to proceeds from sale of investments of US$1.85 million, and

dividend received from long-term investments of $1.15 million, offset by the addition in long-term investments of US$16.23 million, and

the purchase of property and equipment of US$0.97 million.

Cash Flows from Financing Activities

Net cash used in financing activities for the

year ended December 31, 2023 of US$1.04 million was primarily due to advances from the holding company of US$9.34 million, proceeds from

borrowings of US$7.75 million, proceeds from private placement of US$1.85 million, offset by the settlement of forward share purchase

agreement of US$13.95 million, and repayments of borrowings of US$6.03 million.

Net cash provided by financing activities for the

year ended December 31, 2022 of US$12.14 million was primarily due to advances from the shareholder of US$9.75 million, proceeds from

borrowings of US$4.46 million, cash proceeds from reverse recapitalization of US$15.36 million, offset by the dividend distribution of

US$17.44 million to the shareholder that occurred in early 2022.

Liquidity and Going Concern

Our consolidated financial statements have been

prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities

in the normal course of business.

The management of the Company estimates that currently available cash will not be able to provide sufficient

funds to meet the Company’s planned obligations for the next 12 months from the date that these consolidated financial statements

were made available to be issued.

the year ended December 31, 2024 of $3.7 million was primarily due to proceeds from sale of long-term investments of $2.5 million and

cash from acquisition of Triller Corp.

of $1.2 million.

cash provided by investing activities for the year ended December 31, 2023 of $10.8 million was primarily due to proceeds from sale of

investments of $4.0 million, dividend received from long-term investments of $1.7 million, proceeds from sale of property and equipment

of $6.1 million, offset by the purchase of notes receivable of $0.6 million, purchase of long-term investments of $0.3 million, and purchase

of property and equipment of $0.1 million.

Flows from Financing Activities

Net cash provided by financing activities for

the year ended December 31, 2024 of $24.0 million was primarily due to advances from stock holder of $15.6 million, proceeds from

convertible debts of $28.7 million, and proceeds from borrowings of $7.4 million, offset by the repayments of convertible debts of $23.9

million, and repayments of borrowings of $3.9 million.

cash used in financing activities for the year ended December 31, 2023 of US$1.04 million was primarily due to advances from stockholder of US$9.34 million, proceeds from borrowings of US$7.75 million, proceeds from private placement of US$1.85 million, offset by

the settlement of forward share purchase agreement of US$13.95 million, and repayments of borrowings of US$6.03 million.

and Going Concern

consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization

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

The management of the Company estimates that currently available

cash will not be able to provide sufficient funds to meet the Company’s planned obligations for the next 12 months from the date

that these consolidated financial statements were made available to be issued.

For the year ended December 31, 2024, we

reported a net loss of approximately US$49.21 million.

reported a net loss of approximately $1,138.0 million.

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

below, we had an accumulated deficit of approximately US$65.60 million as of December 31, 2023.

However, coupled with its business expansion,

we reported significant sales growth with annual revenue of approximately US$54.19 million during 2023 (2022:

US$31.08 million), and

resulting with an operating loss of approximately US$43.85 million (2022:

US$28.35 million).

We expect to continue our business growth,

while closely monitoring our future spending.

Our ability to continue as a going concern is

dependent on the management’s ability to successfully implement its plans.

Our management team believes that we will be able to

continue to grow our revenue base and control our expenditures.

In parallel, our management team will continually monitor our capital

structure and operating plans and search for potential funding alternatives in order to finance our business development activities and

operating expenses.

These alternatives may include borrowings, raising funds through public equity or debt markets.

However, we cannot

predict the exact amount or timing of the alternatives, or guarantee those alternatives will be favorable to our shareholders.

to obtain financing when required will have a material adverse impact on our business, operation and financial result.

Certain funding alternatives have been carried by us, as follows:

On September 7, 2023, we entered into an equity

purchase agreement with Williamsburg, an independent third party to agree to invest up to

$50 million over a 36-month period.

On November 7, 2023, we entered into private

placement binding term sheets with an institutional investor, our Chief Executive Officer,

Ng Wing Fai, and our management team pursuant to which we will receive gross proceeds

of approximately $5,128,960, in consideration of (i) 7,349,200 ordinary shares of our ordinary

shares, and (ii) warrants to purchase up to 1,469,840 ordinary shares at a purchase price

of $0.70 per ordinary share and associated warrants.

As of December 31, 2023, the Company

received the proceeds of $1,850,310.

With these funding initiatives, our management

believes that we would be able to strengthen our financial position, improve our liquidity, and enhance our ability to navigate the challenging

market conditions.

Material Cash Requirements

We reported a net loss during the year ended

December 31, 2023.

However, we expect to generate profitable operating results within the foreseeable future, after a full recovery from

the anti-pandemic policy in Hong Kong and getting access to the collective sales capabilities force of the sale channels associated with

our distribution business.

Our management expects sales volumes to return to levels previously recorded at the predecessor company prior

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

As a result, management expects our net cash position to expand in 2024 and to be in excess of 2022.

As of December 31,

2023, we had an accumulated deficit of US$65.60 million.

Our material cash requirements are highly dependent upon additional financial

support associated with our its business operations for the next 12 – 18 months.

Capital commitments

Notes Receivable Agreement — Pursuant

to the Agreements, subject to demand, the Company is committed to subscribe the notes of Investment A with an aggregate amount of $1,673,525,

in batches, which are payable on or before January 31, 2024.

As of December 31, 2023, the remaining committed subscription amount was

Sale and Purchase Agreement — Pursuant

to the Agreement entered with Sony Life Singapore Pte.

(“SLS”), the Company is committed to purchase 100% equity interest

in Sony Life Financial Advisers Pte.

for a cash consideration of SGD2,500,000 (equivalent to $1,882,000).

On December 28,2023, the

Company and SLS entered a second supplementary agreement to extend the closing date of the transaction from December 31, 2023 to March

Nasdaq Compliance — On September

20, 2023, the Company received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock

Market (“Nasdaq”) notifying the Company that, based on the closing bid price of the Company’s ordinary shares, par value

$0.001 per share (the “Ordinary Shares”), for the last 30 consecutive trading days, the Company no longer complies with the

minimum bid price requirement for continued listing on The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(a)(2) requires listed securities

to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”), and Nasdaq Listing Rule 5810(c)(3)(A)

provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for a period of 30 consecutive trading

On March 20, 2024, the Company was granted by Nasdaq an additional 180 calendar days period or until September 16, 2024, to regain

the compliance.

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet transactions.

We have no guarantees or obligations other than those which arise out of normal business operations.

We have not engaged in any off-balance sheet financial

arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial

condition, net revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Stock Repurchase Program

On April 18, 2023, our Board of Directors approved

the repurchase of 1,000,000 ordinary shares (the “2023 Share Repurchase Program”).

Under the 2023 Share Repurchase Program,

we are authorized to re-purchase up to 1,000,000 ordinary shares at a maximum price of $10 per share from the open market, for a term

of one year, no later than April 18, 2024.

Critical Accounting Policies, Judgements and

Our audited consolidated financial statements

are prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates

and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts

of revenues and expenses during the reporting periods and the related disclosures in the audited consolidated financial statements and

accompanying footnotes.

Out of our significant accounting policies, which are described in “Note 3—Summary of significant

accounting policies” of our audited consolidated financial statements included under Item 8 of Part II in this Annual Report, certain

accounting policies are deemed “critical,” as they require our management’s highest degree of judgment, estimates and

While our management believes our judgments, estimates and assumptions are reasonable, they are based on information presently

available and actual results may differ significantly from those estimates under different assumptions and conditions.

Use of Estimates and Assumptions

The preparation of consolidated financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements

and the reported amounts of revenues and expenses during the years presented.

Significant accounting estimates reflected in the

Company’s consolidated financial statements include the useful lives of property and equipment, impairment of long-lived

assets, allowance for expected credit losses, notes receivable, share-based compensation, warrant liabilities, forward share

purchase liability, provision for contingent liabilities, revenue recognition, leases, income tax provision, deferred taxes and

uncertain tax position, and allocation of expenses from the holding company.

The inputs into the management’s judgments

and estimates consider the economic implications of COVID-19 on the Company’s critical and significant accounting estimates.

results could differ from these estimates.

Long-Term Investments, net

The Company invests in equity securities with

readily determinable fair values and equity securities that do not have readily determinable fair values.

Equity securities with readily determinable fair

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

Equity securities that do not have readily determinable

fair values mainly consist of investments in privately-held companies.

They are accounted for, at cost, less any impairment, plus or minus

changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.

At each reporting period, the Company makes a

qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.

below, we had an accumulated deficit of approximately $1,203.6 million as of December 31, 2024.

However, coupled with the economic recession and

migration outflow in Hong Kong, we reported significant sales decline with annual revenue of approximately $27.5 million during 2024 (2023:

$54.2 million), and resulting with an operating loss of approximately $113.2 million (2023:

$43.1 million).

These circumstances give rise

to substantial doubt that we will continue as a going concern and these consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

ability to continue as a going concern is dependent on the management’s ability to successfully implement its plans.

Our management

team believes that we will be able to continue to grow our revenue base and control our expenditures.

In parallel, our management team

will continually monitor our capital structure and operating plans and search for potential funding alternatives in order to finance

our business development activities and operating expenses.

These alternatives may include borrowings, raising funds through public equity

or debt markets.

However, we cannot predict the exact amount or timing of the alternatives, or guarantee those alternatives will be favorable

to our stockholders.

Any failure to obtain financing when required will have a material adverse impact on our business, operation and

financial result.

these funding initiatives, our management believes that we would be able to strengthen our financial position, improve our liquidity,

and enhance our ability to navigate the challenging market conditions.

Cash Requirements

We reported a net loss during the year ended December

However, we expect to generate profitable operating results within the foreseeable future, after getting access to the collective

sales capabilities force of the sale channels associated with our financial services business.

As a result, management expects our net

cash position to expand in 2025.

As of December 31, 2024, we had an accumulated deficit of $1,203.6 million.

Our material cash requirements

are highly dependent upon additional financial support associated with our business operations for the next 12 to 18 months.

Details of capital commitments are disclosed in

Note 25 in the accompanying consolidated financial statements.

Sheet Arrangements

are not party to any off-balance sheet transactions.

We have no guarantees or obligations other than those which arise out of normal

business operations.

have not engaged in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future

effect on our financial condition, changes in financial condition, net revenue or expenses, results of operations, liquidity, capital

expenditures, or capital resources.

Accounting Policies, Judgements and Estimates

audited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States

of America, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date

of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in

the audited consolidated financial statements and accompanying footnotes.

Out of our significant accounting policies, which are described

in “Note 2 — Summary of significant accounting policies” of our audited consolidated financial statements included

under Item 8 of Part II in this Annual Report, certain accounting policies are deemed “critical,” as they require our management’s

highest degree of judgment, estimates and assumptions.

While our management believes our judgments, estimates and assumptions are reasonable,

they are based on information presently available and actual results may differ significantly from those estimates under different assumptions

and conditions.

Critical accounting policies

When reading our consolidated financial statements,

you should consider our selection of critical accounting policies, including revenue recognition, and long-term

investments, net, of which the details are set out in our audited consolidated financial statements.

Critical accounting estimates

You should also consider the judgment and other

uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.

We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial

We include the results of operations of businesses acquired as of the date of acquisition.

Fair values of

the assets acquired and liabilities assumed are determined based on the estimated fair values as of the respective date of acquisition.

The excess purchase price over the fair values of identifiable assets and liabilities acquired is recorded as goodwill.

Determining the

fair value of assets acquired and liabilities assumed requires management to use significant judgments and estimates including the selection

of valuation methodologies, estimates of future revenue and cash flows, discount rates, and comparison to peer companies.

fair value are based on assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result,

actual results may differ from estimates.

Certain information that is indeterminable at the time of the acquisition becomes subject to

a subsequent measurement period, which is generally limited to one year.

During the measurement period, which may be up to one year from

the acquisition date, adjustments to the value of the assets acquired and liabilities assumed may be recorded with a corresponding offset

At the conclusion of the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations

and comprehensive loss.

Transaction costs associated with business combinations are expensed as incurred and are generally included in

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

Impairment of long-lived assets

We review long-lived assets, including property

and equipment, intangible assets and ROU assets, for impairment whenever events or changes in circumstances indicate that the carrying

amount of an asset may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount

of an asset to the undiscounted future pre-tax cash flows expected to be generated by the asset.

If such assets are considered to be impaired,

the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

value is generally determined by discounting the cash flows expected to be generated by the asset (asset group), when the market prices

are not readily available.

The adjusted carrying amount of the asset is the new cost basis and is depreciated over the asset’s remaining

useful lives.

Long-lived assets are grouped with other assets and liabilities at the lowest level for which identifiable cash flows are

largely independent of the cash flows of other assets and liabilities.

Impairment of intangible assets

Intangible assets with definite lives are stated at cost less accumulated

amortization.

Amortization is calculated on a straight-line basis over their estimated useful lives.

Intangible assets with definite lives are reviewed

for impairment whenever events or circumstances indicate their carrying value may not be recoverable.

When such events or circumstances

arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the

asset’s carrying value to determine if impairment exists.

If the asset is determined to be impaired, the impairment loss is measured

based on the excess of its carrying value over its fair value.

Assets to be disposed of are reported at the lower of carrying value or

net realizable value.

Impairment on goodwill

Goodwill represents the excess of the purchase

price over the fair value of assets acquired and liabilities assumed.

We review goodwill for impairment at least annually at the reporting

unit level or when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount.

We perform annual impairment test of goodwill

in the fourth quarter of each fiscal year.

First, we assess qualitative factors to determine whether a quantitative impairment test is

If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, we perform a quantitative

test to compare the fair value of the reporting unit with the carrying amount, including goodwill, of the reporting unit.

If the qualitative

assessment indicates that it is not more likely than not that goodwill is impaired, no further testing is necessary.

The goodwill impairment

loss, if any, represents the excess of the carrying amount of the reporting unit over the fair value of the reporting unit.

● Warrant liabilities

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet

the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under

ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially

require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity

classification.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as

of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded

as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair

value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

The Company accounts for

its Public Warrants as equity and the Private Warrants as liabilities.

Revenue Recognition

The Company earns and receives most of its non-interest

income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No.

Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

ASC Topic 606 provided the following overview

of how revenue is recognized from the Company’s contracts with customers:

The Company recognizes revenue to depict the transfer

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

exchange for those goods or services.

Identify the contract(s) with a customer.

Identify the performance obligations in

the contract.

Determine the transaction price –

The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring

promised goods or services to a customer.

Allocate the transaction price to the

performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on

the basis of the relative standalone selling prices of each distinct good or service promised in the contract.

Recognize revenue when (or as) the entity

satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring

a promised good or service to a customer (which is when the customer obtains control of that good or service).

The amount of revenue recognized

is the amount allocated to the satisfied performance obligation.

A performance obligation may be satisfied at a point in time (typically

for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

Certain portion of the Company’s income

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

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

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

The Company’s

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

The Company earns commissions from the sale of

investment products to customers.

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

of the arrangement.

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

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

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

products acquired by its customers.

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

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

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

investment products.

After the contract is established, there are no significant judgments made when determining the commission price.

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

The Company also facilitates the arrangement between

insurance providers and individuals or businesses by providing insurance placement services to the insured and is compensated in the form

of commission from the respective insurance providers.

The Company primarily facilitates the placement of life, general and MPF insurance

The Company determines that insurance providers are the customers.

The Company primarily earns commission income

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

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

such policies.

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

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

The commission

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

Commission from renewed policies is variable consideration

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

renews the policy).

In accordance with ASC 606, Revenue Recognition:

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

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

The determination

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

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

Company’s licensed insurance brokers to provide agency services.

The commissions from insurance providers are recorded on a gross

basis and commission paid to independent contractors or channel costs are recorded as commission expense in the statements of operations.

The Company also offers the sale solicitation

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

pursuant to the service contracts.

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

is signed and executed.

Asset Management Service Fees

The Company provides asset management

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

asset management service fees are determined based on the types of investment products the Company distributes and are calculated as

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

These customer contracts

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

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

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

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

Recurring service agreements do not

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

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

Payment of recurring

asset management service fees are normally on a regular basis (typically monthly or quarterly).

Interest Income

The Company offers money lending services from

loan origination in form of mortgage and personal loans.

Interest income is recognized monthly in accordance with their contractual terms

and recorded as interest income in the consolidated statement of operations.

The Company does not charge prepayment penalties from its

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

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

becomes 180 days delinquent.

Share-Based Compensation

The Company accounts for share-based compensation

in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation .

The Company grants share awards,

including ordinary shares and restricted share units, to eligible participants.

Share-based compensation expense for share awards is measured

at fair value on the grant date.

The fair value of restricted stock with either solely a service requirement or with the combination of

service and performance requirements is based on the closing fair market value of the ordinary shares on the date of grant.

compensation expense is recognized over the awards requisite service period.

For awards with graded vesting that are subject only to a

service condition, the expense is recognized on a straight-line basis over the service period for the entire award.

Fair Value Measurement

The Company follows the guidance of the ASC Topic

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

are measured at fair value.

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

value as follows:

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

Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g.

Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, consideration receivable, deposits, prepayments and other

receivables, accounts payable and accrued liabilities, escrow liabilities, borrowings approximate at their fair values because of the

short-term nature of these financial instruments.

Management believes, based on the current market

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

accounts for loans receivable at cost, subject to impairment testing.

Fair value estimates are made at a specific point

in time based on relevant market information about the financial instruments.

These estimates are subjective in nature and involve uncertainties

and matters of significant judgment and, therefore, cannot be determined with precision.

Changes in assumptions could significantly affect

the estimates.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements

are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company

as of the specified effective date.

Unless otherwise discussed, the Company believes that the impact of recently issued standards that

are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Recently adopted

accounting standards

In June 2016, the Financial Accounting Standards

Board (FASB) issued Accounting Standards Update No.

2016 - 13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit

Losses on Financial Instruments (“ASU 2016 - 13”).

ASU 2016 - 13 added a new impairment model (known as the CECL model) that

is based on expected losses rather than incurred losses.

Under the new guidance, an entity recognizes as an allowance its estimate of

expected credit losses.

The CECL model applies to most debt instruments, accounts receivables, notes receivables, loans receivable, financial

guarantee contracts, and other loan commitments.

The CECL model does not have a minimum threshold for recognition of impairment losses

and entities will need to measure expected credit losses on assets that have a low risk of loss.

As an emerging growth company, the

Company was permitted to adopt the new standard for fiscal years beginning after December 15, 2022, including interim periods within those

fiscal years.

The Company has adopted the new standard effective January 1, 2023, which didn’t have a material impact on the consolidated

financial statements.

New accounting

standards not yet adopted

In November 2023, the FASB issued Accounting Standards

Update (“ASU”) No.

2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.

of the update was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim

basis for all public entities to enable investors to develop more decision-useful financial analyses.

The amendments in this ASU are effective

for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early

adoption permitted and requires retrospective application to all periods presented in the consolidated financial statements.

is evaluating the impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information

within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements.

ASU 2023-09 is effective

for fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company’s management does not believe the adoption

of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.

Except for the above-mentioned pronouncements,

there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of

operations and cash flows.

We account for warrants

as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable

authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives

and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant

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

under ASC 815, including whether the warrants are indexed to our own common stock and whether the warrant holders could potentially require

“net cash settlement” in a circumstance outside of our control, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period

end date while the warrants are outstanding.

Equity-classified

For issued or modified

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

the time of issuance.

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

We account for its (i) Public Warrants and (ii) Replacement Warrants of Triller Group Warrants as equity.

Liability-classified

or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities

at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the

warrants are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss.

We account for

its (i) SPAC Private Warrants, (ii) Common Warrants, and (iii) Warrants – Class A of Triller Group warrants as liabilities.Warrants

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

Changes in fair value

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

Transaction costs allocated to warrants that are presented as a liability are immediately expensed in the consolidated statements

of operations and comprehensive loss.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required

to make disclosures under this Item.

a smaller reporting company, we are not required to make disclosures under this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and the notes thereto

begin on page F-1 of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

financial statements and the notes thereto begin on page F-1 of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 7. Management’s Discussion and Analysis