Triller Group Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures. Based on this evaluation of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting includes policies and procedures designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles. As of December 31, 2024, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. 115 Based on this assessment, our management identified a material weakness related to the Company’s failure to properly evaluate and apply consolidation accounting standards to the investment in Bare Knuckle Fighting Championship (“BKFC”), whereby BKFC should be classified as investment at cost less impairment in the Company’s consolidated financial statements for the acquisition by the Company on October 15, 2024. While the Company held a majority equity interest in BKFC throughout 2024, it lost control over BKFC and no longer possessed the power to direct the activities or key decisions that most significantly impacted BKFC’s economic performance during 2024, as required for consolidation under ASC 810, Consolidation. The material weakness arose because the Company lacked accounting personnel with the appropriate level of knowledge and experience to perform an assessment on complex accounting transactions to ensure that the accounting treatment was appropriately evaluated and accurately reflected in the consolidated financial statements. Specifically, the Company initially consolidated the results of BKFC in its consolidated financial statements without considering that the Company no longer exercised significant influence over BKFC. As a result, the investment in BKFC should be accounted for as an investment measured at cost less impairment under ASC 321, as of the Acquisition Date, rather than consolidating BKFC as a subsidiary in its consolidated financial statements. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or quarterly financial statements will not be prevented or detected on a timely basis. Accordingly, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024. Management has initiated remediation efforts to address this material weakness, including: ● Engaging external subject matter experts to assist with complex accounting determinations. ● Implementing additional training for finance and accounting personnel. ● Strengthening documentation and review procedures within the financial statement close process. Management believes these measures, once fully implemented and tested, will remediate the identified material weakness. The Company will continue to monitor the effectiveness of these controls and will report on progress in future filings. Additionally, our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act. Inherent limitations on effectiveness of controls Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than the matter disclosed above. ITEM 9B. OTHER INFORMATION None . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 116 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth information about our directors and executive officers as of the date of this annual report. Name Age Position Mr. Ng Wing Fai 58 Chief Executive Officer and Director Mr. Shu Pei Huang, Desmond 52 Acting Chief Financial Officer Mr. Mark Carbeck 54 Chief Financial Officer, Triller Corp Mr. Brian Chan 58 Independent Director (1)(2)(3) Mr. Thomas Ng 70 Independent Director (1)(2)(3) Mr. Felix Yun Pun Wong 60 Independent Director (1)(2)(3) Note: (1) Member of the Audit Committee (2) Member of the Remuneration Committee (3) Member of the Nomination Committee Mr. Ng Wing Fai: Mr. Ng has been served as Group Chief Executive Officer, the Chairman of the board of AGBA and as an executive director of the board of AGBA, since November 2022. Prior to joining AGBA, Mr. Ng was the Managing Partner and Founding Partner of Primus Pacific Partners, an Asian private equity fund with a focus on financial services. He was also previously the Managing Director of Fubon Financial Holding, the largest financial conglomerate in Taiwan, where he oversaw its overall strategy, capital markets, merger and acquisition activities and major change programs. He has previously served as the Managing Director and Head of the Asia-Pacific Financial Institutions Group at Salomon Smith Barney. Mr. Ng graduated from the University of Cambridge and obtained a master’s degree in business administration from Harvard University in 1994. Mr. Shu Pei Huang, Desmond: Mr. Shu Pei Huang, Desmond currently serves as the Acting Group Chief Financial Officer (Principal Financial Officer) since November 2022. He was also a director of OnePlatform Holdings Limited prior to the OnePlatform Holdings Limited merger. Prior to joining AGBA, Mr. Shu was the Vice President of Primus Holdings (H.K.) Ltd, an Asia investment holding company with a focus on the financial services industry. Prior to that, he was the corporate development manager of DRB-HICOM Berhad, one of the largest diverse conglomerates in Malaysia with business across banking, insurance, automobile, and services. Mr. Shu has over 20 years of experience in the investment banking and financial services industry and has gained all-round experience through working with MIMB Investment Bank, SIBB Investment Bank, and KPMG Corporate Services. Mr. Shu graduated from University of Kentucky with a Bachelor of Business Administration in Finance and Bachelor of Science in Accounting; Master of Science in Finance from Golden Gate University, USA. Mr. Mark Carbeck: Mr. Carbeck has served as Chief Financial Officer of Triller Corp since August 2024, having previously served as Triller’s Senior Vice President of Finance and Investor Relations from February 2023. Prior to joining us, Mr. Carbeck served as Chief Corporate and Strategy Officer at Eros Media World Plc, where he managed corporate finance, M&A, investor relations and capital markets functions, from April 2014 until July 2022. Mr. Carbeck previously served as a Director in Citigroup’s investment banking division in London, where he led the media and internet franchises for Europe and the MENA regions within the technology, media and telecom division, from January 2008 until October 2012. Mr. Carbeck holds a B.A. in history from the University of Chicago. 117 Brian Chan: Mr. Chan has been serving as a member of the board of directors of AGBA as an independent director since November 2022 and will continue to serve as an independent director of Delaware Parent upon the consummation of the Merger. Mr. Chan has over 23 years of experience handling litigations for civil claims, intellectual property rights protection and enforcement. Since September 2007 to present, Mr. Chan has been a Senior Partner at Chan, Tang & Kwok Solicitors, a member of the International Trademark Attorneys Association. From September 1995 to August 2007 he was an Associate at Baker & McKenzie, Associate at Stephenson Harwood & Lo, Partner at Stevenson, Wong & Co., Solicitors and Consultant at Benny Kong & Peter Tang. Additionally, Mr. Chan has acted as a Counsel to various Hong Kong and cross-border mergers and acquisitions and commercial matters since August 1999. Mr. Chan is also a frequent speaker on legal issues for intellectual property rights for the Hong Kong Productivity council. Mr. Chan graduated with a Bachelor of Laws Degree and passed the Solicitors’ Finals of the Law Society of England and Wales in 1993. Thomas Ng: Mr. Ng has been serving as a member of the board of directors of AGBA as an independent director since November 2022 and will continue to serve as an independent director of Delaware Parent upon the consummation of the Merger. Thomas Ng has 30 years of broad experience engaging in the fields of Education, Media, Retailing Marketing and Finance. He is a pioneer of IT in education and he was the author of “Digital English Lab,” one of the first series of digital books in Hong Kong. Since September 2018, he has been the Chief Executive Officer of e-chat, an IPFS block chain social media focused company. From March 2017 to April 2018, Mr. Ng was the Chief Financial Officer of Duofu Holdings Group Co. Limited. In February 2016, Mr. Ng founded Shang Finance Limited and was the Chief Executive Officer until February 2017. From March 2015 to November 2015, Mr. Ng was the Chief Financial Officer of World Unionpay Group Shares Limited. In August 2003, Mr. Ng established Fuji (Hong Kong) Co. Ltd. and was the Chief Executive Officer until December 2014. Mr. Ng obtained a Certificate of Education majoring in English from the University of Hong Kong in 2000. Felix Yun Pun Wong Mr. Wong has been serving as a member of the board of directors of AGBA as an independent director since November 2022 and will continue to serve as an independent director of Delaware Parent upon the consummation of the Merger. Mr. Wong currently acts as the Chief Financial Officer of Inception Growth Acquisition Limited, a publicly listed special purpose acquisition corporation (NASDAQ: IGTA). He has acted in this capacity since April 9, 2021. He has years of executive experience with multiple leadership positions and a track record in helping private companies enter the public market. He has been the principal of Ascent Partners Advisory Service Limited, a finance advisory firm, since March 2020. From November 2017 to December 2020, Mr. Wong held the position of Chief Financial Officer at Tottenham Acquisition I Limited, a publicly listed special purpose acquisition corporation, which merged with Clene Nanomedicine Inc. (NASDAQ: CLNN) in December 2020. From August 2015 to September 2017, he served as Chief Financial Officer at Raytron Technologies Limited, a leading Chinese national high-tech enterprise. His main responsibilities in these rules have included overseeing the financial functions of the firms, assisting in establishing corporate ventures for investment, and working on deal origination of new businesses in the corporate groups. Prior to these efforts, he was Chief Financial Officer and Executive Director of Tsing Capital from January 2012 to July 2015, where he managed four funds with a total investment amount of US$600 million and focused on environmental and clean technology investments. Mr. Wong also served as senior director and chief financial officer of Spring Capital, a US$250 million fund, from October 2008 until June 2011. Additionally, Mr. Wong was the chief financial officer of Natixis Private Equity Asia from November 2006 till October 2008 and an associate director of JAFCO Asia from March 2002 to October 2006. Mr. Wong was a finance manager for Icon Medialab from July 2000 to December 2001, a senior finance manager of Nielsen from August 1998 to July 2000, Planning-Free Shopper from April 1992 to August 1998, and an auditor at PricewaterhouseCoopers from August 1989 until March 2000. Mr. Wong earned his Masters of Business degree in 2003 from Curtin University in Australia and a Professional Diploma in Company Secretaryship and Administration from the Hong Kong Polytechnic University in 1989. Board Committees of the Company Audit Committee The Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act. The principal functions of the Audit Committee of the Company will include, among other things: ● appointing, compensating, retaining, replacing, and overseeing the work of the independent registered public accounting firm engaged by the Company; ● pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by the Company, and establishing pre-approval policies and procedures; ● reviewing and discussing with the independent auditors regarding all relationships the auditors have with the Company in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues, and (iii) all relationships between the independent registered public accounting firm and the Company to assess the independent registered public accounting firm’s independence; 118 ● reviewing and approving any related party transaction required to be disclosed pursuant to SEC regulations prior to the Company entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and the Company’s legal advisors, as appropriate, of any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the financial statements or accounting policies of the Company and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC, or other regulatory authorities. The Audit Committee consists of Mr. Brian Chan, Mr. Thomas Ng, and Mr. Felix Yun Pun Wong each of whom qualifies as an independent director according to the rules and regulations of the SEC and Nasdaq with respect to Audit Committee membership. We have also determined that Mr. Felix Yun Pun Wong qualifies as an “audit committee financial expert.” The chair of our Audit Committee is Mr. Felix Yun Pun Wong. In addition, all of the Audit Committee members meet the requirements for financial literacy under applicable SEC and Nasdaq rules. The board of directors of the Company has adopted a new written charter for the Audit Committee, which is available on the Company’s website after adoption. The reference to the website address of the Company in this annual report does not include or incorporate by reference the information on the AGBA’s website into this annual report. Remuneration Committee The principal functions of the Remuneration Committee of the Company include, among other things: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to the compensation of our executive officers, evaluating their performance in light of such goals and objectives and determining, and approving the remuneration of our executive officers based on such evaluation; ● reviewing, evaluating, and recommending changes, if appropriate, to the remuneration of our non-employee directors; ● administering the Company’s equity compensation plans and agreements with the Company executive officers and directors; ● reviewing and approving policies and procedures relating to perquisites and expense accounts of the executive officers of the Company; ● assisting management in complying with registration statement and annual report disclosure requirements; ● if required, producing a report on executive compensation to be included in the Company’s annual proxy statement; and ● reviewing and approving the Company’s overall compensation philosophy. Our Remuneration Committee consists of Mr. Brian Chan, Mr. Thomas Ng, and Mr. Felix Yun Pun Wong. The board of directors has adopted a new written charter for the Remuneration Committee, which will be available on the Company’s website after adoption. The reference to the Company website address in this annual report does not include or incorporate by reference the information on the Company’s website into this annual report. 119 Nomination Committee The principal functions of the Nomination Committee of Company include, among other things: ● considering qualified candidates for positions on the board of directors of the Company; ● creating and maintaining an evaluation process to ensure that all directors to be nominated to the board of directors during the annual shareholders’ meeting are appropriately qualified in accordance with the company’s organizational documents and applicable law and regulations; ● making recommendations to the board of directors regarding candidates to fill vacancies on the board; ● making recommendations to the board, regarding the size and composition of the board; and ● reviewing the membership of the various committees of the board of directors and making recommendations for future appointments. Triller’s Nomination Committee consists of Mr. Brian Chan, Mr. Thomas Ng, and Mr. Felix Yun Pun Wong. Triller’s board of directors has adopted a new written charter for the Nomination Committee, which is available on the Company’s website after adoption. The reference to the Triller’s website address in this annual report does not include or incorporate by reference the information on Triller’s website into this annual report. Family Relationships No family relationships exist among any of our directors or executive officers. Code of Ethics The Company’s board of directors has adopted a Code of Ethics applicable to its directors, executive officers, and team members that complies with the rules and regulations of Nasdaq and the SEC. The Code of Ethics is available on Triller’s website. In addition, Triller intends to post on the Corporate Governance section of Triller’s website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics. The reference to Triller’s website address in this annual report does not include or incorporate by reference the information on the Company’s website into this annual report. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of ordinary share and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during 2024, our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements. ITEM 11. EXECUTIVE COMPENSATION This section provides an overview of our executive compensation programs. We are considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. Accordingly, our reporting obligations with respect to our “named executive officers” extend only to the individuals who serve as the principal executive officer and the next two most highly compensated executive officers as of the end of the prior fiscal year, as well as up to two additional individuals for whom disclosure would have been provided based on their compensation levels but for the fact that the individual was not serving as an executive officer at the end of the prior fiscal year. 120 The Named Executive Officers for 2024 fiscal year are Mr. Ng Wing Fai (Chief Executive Officer), Mr. Shu Pei Huang Desmond (Acting Chief Financial Officer), Ms. Wong Suet Fai Almond (Chief Operating Officer), and Mr. Jeroen Nieuwkoop (Chief Strategy Officer). Summary Compensation Table The following table summarizes information concerning the compensation awarded to, earned by and paid to the named executive officers and directors for services rendered to us for the years ended December 31, 2024 and 2023. Name and Principal Position Fiscal Year Salary ($) Bonus ($) Equity Awards ($) (2) All Other Compensation ($) Total ($) Robert E. Diamond, Jr. (3) 2024 948,920 - 17,590,125 - 18,539,045 Chairman of the Board 2023 286,110 - - - 286,110 Bobby Sarnevesht (4) 2024 100,000 - 5,823,688 - 5,923,688 Vice Chairman and Executive Director 2023 - - - - - NG Wing Fai 2024 1,536,093 - 17,823,306 - 19,359,399 Chief Executive Officer and Executive Director 2023 1,367,305 - 268,323 - 1,635,628 SHU Pei Huang, Desmond 2024 352,604 - 2,025,108 - 2,377,712 Acting Chief Financial Officer 2023 351,455 - 139,734 - 491,189 WONG Suet Fai, Almond 2024 453,623 - 2,071,449 - 2,525,072 Chief Operating Officer 2023 479,624 - 139,734 321 619,679 Jeroen Nieuwkoop 2024 484,555 - 2,863,345 - 3,347,900 Chief Strategy Officer 2023 457,433 - 139,734 - 597,167 Richard Kong (5) 2024 156,309 - 77,970 333 234,612 Deputy Chief Financial Officer and Company Secretary 2023 309,949 - 27,218 641 337,808 Brian Chan (6) 2024 46,154 - 339,423 - 385,577 Independent Director 2023 46,154 - - - 46,154 Thomas Ng (6) 2024 46,154 - 339,423 - 385,577 Independent Director 2023 46,154 - - - 46,154 Felix Yun Pun Wong (6) 2024 46,154 - 339,423 - 385,577 Independent Director 2023 46,154 - - - 46,154 (1) Represents all amounts earned as salary during the applicable fiscal year. For fiscal year 2024, the salary amounts have been converted to U.S. Dollars (USD) from Hong Kong Dollars (HKD) using the exchange rate of USD1 to HKD7.8 as of December 31, 2024. (2) For the fiscal year of 2024, these share awards were granted in 2022 to 2024 and vested in 2023 and 2024. (3) Resigned on December 12, 2024. (4) Appointed on October 15, 2024 and resigned on May 27, 2025. (5) Resigned on June 30, 2024. (6) Directors began receiving cash fees under our director compensation program following the Closing. Executive Compensation Following the Closing of the Business Combination, we have deployed an executive compensation program that is consistent with our existing compensation policies and philosophies, which are designed to align compensation with business objectives and the creation of stockolder value, while enabling us to attract, motivate, and retain individuals who contribute to long-term success. We also note that decisions on the executive compensation program will be made by the Remuneration Committee. The following discussion is based on the present expectations as to the executive compensation program to be adopted by the Remuneration Committee. The executive compensation program actually adopted will depend on the judgment of the members of the Remuneration Committee and may differ from that set forth in the following discussion. We anticipate, however, that compensation for the Named Executive Officers will reflect their current compensation in both form and amount. 121 Employment Agreements Pursuant to the Business Combination Agreement, we entered into employment agreements with each of the Named Executive Officers and directors. The Named Executive Officers’ base salaries is set pursuant to the employment agreements. We anticipate that the salaries of the Named Executive Officers will be reviewed annually by the Remuneration Committee based upon advice and counsel of its advisors. Equity-Based Awards We have granted the equity-based awards to reward past or long-term performance of the Named Executive Officers and other high-performing employees. We believe that providing a meaningful portion of the total compensation package in the form of equity-based awards will align the incentives of our executive officers with the interests of our stockholders and serve to motivate and retain the individual executives. By extending the same incentives to all of our employees, we believe that we will be able to reward exceptional employees for their contributions to AGBA and promote continued loyalty. Equity-based awards will be awarded under the Share Award Scheme. Other Compensation We continue to maintain various employee benefit plans, including health and retirement plans, comparable to those already in place in which the Named Executive Officers will participate. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information regarding the actual ownership of the Company’s common stock as of December 24, 2025. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Subject to the paragraph above, the percentage ownership of issued shares is based on 197,267,897 shares of common stock of Triller Group. Except as disclosed otherwise, the business address for each of the following entities or individuals is c/o Triller Group Inc., 7119 West Sunset Boulevard, Suite 782, Los Angeles, CA 90046. Common Stock Series A-1 Preferred Stock Series B Preferred Stock Name of Beneficial Owner Number of Shares Beneficially Owned % Number of Shares Beneficially Owned % Number of Shares Beneficially Owned % Percentage of Voting Power Greater than 5% stockholders: TAG Holdings Limited (1) 26,868,938 13.6 % - - 5.2 % Eagle Legacy Limited (2) 4,028,840 2.0 % - - * Oceana Glory Limited (3) 4,028,840 2.0 % - - * Tsai Ming Hsing, Richard (4) 1,572,696 1.0 % 11,801,804 100 % - 2.5 % Green Nature Limited (5) - - 30,851 100 % 59.6 % Ryan Kavanaugh (6) 9,253,130 4.7 % - 1.8 % Named Executive Officers and Directors: Ng Wing Fai (7) 7,723,865 3.9 % - - 1.5 % Shu Pei Huang, Desmond (8) 1,013,809 * - - * Bobby Sarnevesht (9) 11,724,329 5.9 % - - 2.3 % Mark Carbeck - - - - Brian Chan 77,460 * - - * Thomas Ng 77,460 * - - - Felix Yun Pun Wong 77,460 * - - * Roger C. Kennedy (10) 12,727,272 6.5 % - - * All current executive officers and directors as a group (7 persons) 20,694,383 10.5 % - - 4.0 % * Less than 1% 122 (1) TAG Holdings Limited (“TAG”) has undertaken not to make any such distribution to its ultimate beneficial shareholders. Nothing in this undertaking, however, shall prevent TAG, subject to compliance with applicable law, from pledging or encumbering its Triller Group Common Stock or selling or otherwise disposing of any or all of the Triller Group Common Stock to any other person or persons for value consideration. TAG’s mailing address is AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong. (2) Eagle Legacy Limited is an ultimate beneficial shareholder of TAG. Shares held by Eagle Legacy Limited are beneficially owned and controlled by Mr. Tsai Ming Hsing, Richard. The Tsai family is the lead shareholder of the Fubon Group of Taiwan, a leading conglomerate with diverse businesses including Asia-wide banking operations, insurance business, multimedia technology and telecommunications. (3) Oceana Glory Limited is an ultimate beneficial shareholder of TAG. Shares held by Oceana Glory Limited are beneficially owned and controlled by Mr. Tsai Ming Hsing, Richard. The Tsai family is the lead shareholder of the Fubon Group of Taiwan, a leading conglomerate with diverse businesses including Asia-wide banking operations, insurance business, multimedia technology and telecommunications. (4) 1,572,696 shares of Triller Group Common Stock are held by Total Formation Inc. 11,801,804 shares of Triller Group Series A-1 Preferred Stock are convertible into 11,801,804 shares of Triller Group Common Stock. The 11,801,804 shares of Triller Group Series A-1 Preferred Stock are held as follows: 8,109,015 shares held by Total Formation Inc., 2,584,952 shares held by Castle Lion Investments Limited, and 1,107,837 shares held by Fubon Financial Holding Venture Capital Co. Mr. Tsai Ming Hsing, Richard controls Total Formation Inc., Castle Lion Investments Limited and Fubon Financial Holding Venture Capital Co. (5) Green Nature Limited (“GNL”) is a British Virgin Islands company. Each share of Triller Group Series B Preferred Stock is entitled to 10,000 votes. GNL has voting power over such securities but disclaims any pecuniary interest therein. Mr. Tsai Ming Hsing, Richard controls GNL and may be deemed a beneficial owner of such securities with voting and dispositive control over such securities. Mr. Tsai disclaims any beneficial ownership of such securities (including voting and dispositive control over such securities). (6) Consists of 3,497,635 shares of Triller Group Common Stock owned of record by Ms. Peterson in her capacity as trustee of the R. Kavanaugh trust, 2,035,395 shares of Triller Group Common Stock owned of record by Share Loan Holding Vehicle LLC, and 3,720,100 shares of Triller Group Common Stock owned of record by Proxima Media LLC. Ms. Kristine Peterson, as the trustee of the aforementioned trust and managing member of the aforementioned limited liability companies, may be deemed to exercise investment control over such shares. Ms. Peterson disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. (7) Consists of (i) 7,336,655 shares of Triller Group Common Stock and (ii) 387,210 shares of Triller Group Common Stock underlying 774,420 Triller Group Warrants excisable within 60 days. (8) Consists of (i) 997,899 shares of Triller Group Common Stock and (ii) 15,910 shares of Triller Group Common Stock underlying 38,210 Triller Group Warrants excisable within 60 days. (9) Mr. Sarnevesht is the trustee of BAS Living Trust and therefore may be deemed to exercise investment control over such shares. Julia Hashemieh, the mother of Bobby Sarnevesht, is the trustee of the AS Trust and therefore may be deemed to exercise control over such shares. (10) The principal business address of Roger C. Kennedy is 71 Fort Street, 3rd Floor, George Town, Grand Cayman, KY1-1111, Cayman Islands. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Related Party Transaction Policy On November 10, 2022, our Board adopted a written policy regarding the review and approval or disapproval by our Audit Committee of transactions between us, or any of our subsidiaries, and any related person (defined to include our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5% of our ordinary shares or securities exchangeable for our ordinary share, and any immediate family member of any of the foregoing persons) (the “Related Person Transaction Policy”). In reviewing related person transactions, our Audit Committee considers all relevant facts and circumstances, including the extent of the related person’s direct or indirect interest in the transaction. Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the deliberations or to vote on the transaction. 123 Certain related person transactions described below were consummated prior to our adoption of the formal, written policy described above, and, accordingly, the foregoing policies and procedures were not followed with respect to these transactions. However, we believe that the terms obtained and consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that would be paid or received, as applicable, in arm’s-length transactions at such time. Administrative Services Agreements TAG Financial Holdings Service Agreements On June 24, 2021, each of OnePlatform Wealth Management Limited (“OWM”), OnePlatform International Property Limited (“OIP”), OnePlatform Asset Management Limited (“OAM”), and Hong Kong Credit Corporation Limited (“HKCC”) entered into separate, but substantially similar, Service Agreements with TAG Financial Holdings Limited (“TAG Financial Holdings”), a member of the Legacy Group. As the members of the Legacy Group presently share office space in the AGBA Tower (see “ Information about AGBA — Property ” for additional information about the office space used by AGBA), TAG Financial Holdings, pursuant to these four agreements, agreed to provide certain premises and administrative services to each of OWM, OIP, OAM, and HKCC. With respect to premises services, TAG Financial Holdings agreed to pay for, among other things, building management fees, government rates and rent, office rent, and lease-related interest and depreciation for OWM, OIP, OAM, and HKCC, subject to reimbursement. With respect to administrative services, TAG Financial Holdings agreed to pay for, among other things, office consumables, cleaning fees, A/C, electricity, and water for OWM, OIP, OAM, and HKCC, subject to reimbursement. The service fees are charged in accordance with a standard formula included in each of the contracts, corresponding to their office space occupancy and employee headcount respectively. Pursuant to these service agreements and their predecessor arrangements, AGBA, collectively, paid TAG Financial Holdings US$6,039,520 and US$3,190,064 for the years ended December 31, 2023 and 2022, respectively, for premises and administrative expenses. The management of AGBA anticipates that these Service Agreements will continue after the Business Combination and until either party thereto provides one month written notice of termination, to ensure continued smooth operation on a stand-alone basis. OnePlatform Asset Management Limited Fund Asset Management Service JFA Capital is a closed-ended investment vehicle incorporated in the Cayman Islands and a member of the Legacy Group. Upon its incorporation JFA Capital engaged a third-party fund manager who, in turn, engaged OnePlatform Asset Management (“OAM”) as a sub-manager. On May 7, 2018, JFA Capital and OAM agreed for JFA Capital to terminate its existing management arrangement and appoint OAM as its sole manager. OAM is licensed by the Hong Kong Securities and Futures Commission under type 1 (Dealing in securities), type 4 (Advising on securities), and type 9 (asset management). OAM is also a “professional investor” as defined under the Securities and Futures Ordinance of Hong Kong. OAM, accordingly, provides management of JFA Capital’s portfolio assets for a management fee and a performance fee, as dictated by the management agreement. For the years ended December 31, 2024 and 2023, JFA Capital paid OAM US$906,468 and US$900,993, respectively. The arrangement is non-exclusive, and OAM is permitted to invest in or advise other investment funds. OAM is also permitted to delegate its functions, powers, and duties to any person, subject to remaining liable for the actions of its delegate. The term of this management arrangement is indefinite, subject to 90 days’ notice by either party, and the management of AGBA anticipates that OAM will continue to provide fund management services to JFA Capital following the Business Combination. 124 In addition to JFA Capital, OAM also provides management services for other funds, including NSD Capital, a third-party Cayman-incorporated fund. For the years ended December 31, 2024 and 2023, NSD Capital paid OAM US$69,571 and US$69,150, respectively, for management services. The management of AGBA anticipate that OAM will continue to provide fund management services to NSD Capital following the Business Combination. Director Independence Our board of directors has undertaken a review of the independence of each director. Mr. Brian Chan, Mr. Thomas Ng, and Mr. Felix Yun Pun Wong are all non-employee directors, all of whom our Board has determined to be independent pursuant to Nasdaq rules. All of the members of our Audit Committee, Nomination Committee and Remuneration Committee are independent pursuant to Nasdaq rules. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Public Accounting Fees The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered. The following table shows the aggregate fees from our current principal accounting firm, WWC, P.C. for the fiscal years as shown. (US Dollars) Years Ended December 31, Category 2023 2024 WWC, P.C.: Audit Fees $ 625,000 1,200,000 Audit Related Fees — — Tax Fees — — All Other Fees — — $ 625,000 1,200,000 Audit fees for the fiscal years ended December 31, 2024 and 2023 rendered by WWC, P.C. relate to professional services rendered for the audit of our consolidated financial statements, quarterly reviews, and issuance of consents. 125 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements: (1) The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 herein. (2) All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable. (3) See attached Exhibit Index of this Annual Report on Form 10-K (b) Exhibits The following documents are filed as exhibits to this annual report, including those exhibits incorporated herein by reference to one of our prior filings under the Securities Act or the Exchange Act. Exhibit No. Description 2.1 Amended and Restated Merger Agreement dated August 30, 2024 by, among others, AGBA Group Holding Limited and Triller Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by AGBA on September 3, 2024) 2.2 Amendment No. 1 to Amended and Restated Merger Agreement (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Triller on October 21, 2024) 3.1 Certificate of Domestication of AGBA Group Holding Limited (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Triller on October 21, 2024) 3.2 Certificate of Incorporation of Triller Group Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Triller on October 21, 2024) 3.3 Bylaws of Triller Group Inc. (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed by Triller on October 21, 2024) 4.1 Description of Registrant’s Securities * 10.1 Triller Group Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Triller Group’s 8-K filed with the SEC on October 21, 2024) 21.1 Subsidiaries of the Registrant* 24.1 Power of Attorney (included on signature page) 31.1 Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** 97.1 Clawback Policy (incorporated by reference to Exhibit 97.1 to Triller Group’s 10-K filed with the SEC on March 28, 2024) 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** Furnished herewith ITEM 16. FORM 10-K SUMMARY None. 126 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRILLER GROUP INC. Dated: January 26, 2026 By: /s/ Wing Fai NG Name: Wing Fai NG Title: Group Chief Executive Officer (Principal Executive Officer) TRILLER GROUP INC. Dated: January 26, 2026 By: /s/ Shu Pei Huang, Desmond Name: Shu Pei Huang, Desmond Title: Acting Group Chief Financial Officer (Principal Accounting and Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Wing Fai NG Group Chief Executive Officer (Principal executive officer) January 26, 2026 Wing Fai NG and Executive Director /s/ Brian Chan Independent Director January 26, 2026 Brian Chan /s/ Thomas Ng Independent Director January 26, 2026 Thomas Ng /s/ Felix Yun Pun Wong Independent Director January 26, 2026 Felix Yun Pun Wong 127 TRILLER GROUP INC. AND ITS SUBSIDIARIES (Formerly AGBA Group Holding Limited) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 1171 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations and Comprehensive Loss F-4 Consolidated Statements of Changes in Stockholders’ (Deficit) Equity F-5 – F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated Financial Statements F-8 – F-74 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors and Stockholders of Triller Group Inc. (formerly AGBA Group Holding Limited) Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Triller Group Inc. (formerly AGBA Group Holding Limited) and its subsidiaries (collectively the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ (deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows in each of the years for the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company incurred substantial losses during the year ended December 31, 2024. For the year ended December 31, 2024, the Company recorded net loss. As of December 31, 2024, the Company had a working capital deficit and net cash outflows from operating activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. WWC, P.C. Certified Public Accountants PCAOB ID No. 1171 We have served as the Company’s auditor since 2022. San Mateo, California January 26, 2026 F- 2 TRILLER GROUP INC. AND ITS SUBSIDIARIES (FORMERLY AGBA GROUP HOLDING LIMITED) CONSOLIDATED BALANCE SHEETS (Currency expressed in thousands of United States Dollars, except for share and per share data, or otherwise noted) As of December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 3,065 $ 1,861 Restricted cash 14,196 16,817 Accounts receivable, net 2,873 2,971 Accounts receivable, net, related parties — 1,094 Loans and notes receivables, net 92 1,106 Deposit, prepayments, and other receivables, net 1,860 1,770 Assets held for sale 2,003 — Total current assets 24,089 25,619 Non-current assets: Rental deposit, net — 961 Loans receivables, net 1,034 1,055 Long-term investments, net 24,930 25,202 Long-term investments, net, related party 525 523 Property and equipment, net — 1,721 Right-of-use asset, net — 11,508 Intangible assets, net — — Total non-current assets 26,489 40,970 TOTAL ASSETS $ 50,578 $ 66,589 LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY Current liabilities: Accounts payable and other current liabilities $ 149,901 $ 19,754 Other current liabilities, related parties 1,251 — Escrow liabilities 14,196 16,817 Borrowings 12,707 1,805 Borrowings, related party 29,181 5,000 Convertible debts, net 32,552 — Convertible debts, related party 53,106 — Amount due to stockholder — 2,906 Income tax payable — 329 Warrant liabilities 977 — Operating lease liabilities, current 1,867 1,229 Total current liabilities 295,738 47,840 Non-current liabilities: Operating lease liabilities, non-current 807 10,646 Total non-current liabilities 807 10,646 TOTAL LIABILITIES 296,545 58,486 Commitments and contingencies (Note 25) Stockholders’ (deficit) equity*: Preferred stock, $ 0.001 par value, 100,000,000 shares authorized Series A-1 preferred stock, $ 0.001 par value, 50,000,000 and nil shares authorized, 11,801,804 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively 12 — Series B preferred stock, $ 0.001 par value, 50,000,000 and nil shares authorized, 30,851 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively — ** — Common stock, $ 0.001 par value; 150,000,000,000 and 484,125,000 shares authorized, 138,143,817 and 33,240,991 shares issued and outstanding as of December 31, 2024 and 2023, respectively # 138 33 Series A-1 preferred stock to be issued 12 — Common stock to be issued # 15 2 Common stock held in escrow 24 — Additional paid-in capital 958,017 74,142 Accumulated other comprehensive loss ( 548 ) ( 473 ) Accumulated deficit ( 1,203,637 ) ( 65,601 ) Total stockholders’ (deficit) equity ( 245,967 ) 8,103 TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY $ 50,578 $ 66,589 # Giving retroactive effect to the forward stock split and reverse stock split (see Note 19) * Giving retroactive effect to the AGBA Domestication completed on October 15, 2024 (see Note 1) ** Less than $1,000 See accompanying notes to consolidated financial statements. F- 3 TRILLER GROUP INC. AND ITS SUBSIDIARIES (FORMERLY AGBA GROUP HOLDING LIMITED) CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Currency expressed in thousands of United States Dollars, except for share and per share data, or otherwise noted) For the years ended December 31, 2024 2023 Revenues Loan interest income $ 151 $ 157 Commissions 20,348 50,069 Recurring asset management service fees 1,887 2,993 Recurring asset management service fees, related parties — 970 Advertising revenue 276 — SaaS fees 707 — Subscription fee and paid-per-view fees 4,107 — Total revenues 27,476 54,189 Operating expenses Operating expense for social media and streaming platform ( 4,013 ) — Commission expense ( 10,531 ) ( 37,288 ) Sales and marketing expense ( 1,566 ) ( 3,709 ) Research and development expense ( 3,181 ) ( 4,557 ) Personnel and benefit expense ( 84,886 ) ( 27,218 ) Legal and professional fee ( 22,370 ) ( 13,601 ) Legal and professional fee, related party ( 949 ) ( 333 ) Office and operating fee, related party ( 4,303 ) ( 6,040 ) Provision for allowance for expected credit losses ( 2,549 ) ( 1,077 ) Other general and administrative expenses ( 6,308 ) ( 3,427 ) Total operating expenses ( 140,656 ) ( 97,250 ) Loss from operations ( 113,180 ) ( 43,061 ) Other income (expense) Interest income 451 384 Interest expense ( 7,937 ) ( 784 ) Foreign exchange (loss) gain, net ( 701 ) 909 Impairment on property and equipment ( 104 ) — Impairment on intangible assets ( 1,200 ) — Impairment on goodwill ( 1,005,778 ) — Impairment on right-of-use assets ( 1,664 ) — Investment loss, net ( 15,971 ) ( 6,879 ) Change in fair value of convertible debts 4,447 — Change in fair value of warrant liabilities 3,463 5 Change in fair value of forward share purchase liability — ( 82 ) Loss on settlement of forward share purchase agreement — ( 379 ) Sundry income 138 968 Total other expense, net ( 1,024,856 ) ( 5,858 ) Loss before income tax expense ( 1,138,036 ) ( 48,919 ) Income tax expense — ( 287 ) Net loss ( 1,138,036 ) ( 49,206 ) Comprehensive loss Net loss $ ( 1,138,036 ) $ ( 49,206 ) Other comprehensive loss Foreign currency translation adjustment ( 75 ) ( 88 ) Comprehensive loss $ ( 1,138,111 ) $ ( 49,294 ) Weighted average number of common stock outstanding # - Basic and diluted 62,956,073 31,596,610 Net loss per share # - Basic and diluted $ ( 18.08 ) $ ( 1.56 ) # Giving retroactive effect to the forward stock split and reverse stock split (see Note 19) See accompanying notes to consolidated financial statements. F- 4 TRILLER GROUP INC. AND ITS SUBSIDIARIES (FORMERLY AGBA GROUP HOLDING LIMITED) CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY* (Currency expressed in thousands of United States Dollars, except for share and per share data, or otherwise noted) For the year ended December 31, 2024 Series A-1 preferred stock Series B preferred stock Common stock Series A-1 preferred stock to be issued Common stock to be issued Common stock held in escrow Additional Accumulated other Total stockholders’ Note No. of share Amount No. of share Amount No. of share # Amount No. of share Amount No. of share # Amount No. of share Amount paid-in capital comprehensive loss Accumulated deficit (deficit) equity Balance as of January 1, 2024 — $ — — $ — 33,240,991 $ 33 — $ — 2,350,081 $ 2 — $ — $ 74,142 $ ( 473 ) $ ( 65,601 ) $ 8,103 Issuance of common stock to settle finder fee (19)(a)(iv) — — — — 484,125 1 — — — — — — 402 — — 403 Issuance of common stock and warrants for private placement (19)(a)(v) — — — — 3,557,932 3 — — ( 2,139,252 ) ( 2 ) — — ( 490 ) — — ( 489 ) Issuance of common stock to independent directors (19)(a)(viii) — — — — 290,475 — ** — — — — — — 1,018 — — 1,018 Stock-based compensation to consultants (19)(a)(iii),(d)(i) — — — — 3,157,068 3 — — 9,682,500 10 — — 10,347 — — 10,360 Stock-based compensation to directors, officers, and employees (19)(a)(i), (a)(ii), (a)(vii),(d)(ii) — — — — 9,553,558 10 — — 5,129,382 5 — — 67,103 — — 67,118 Shares issued for Investment H (19)(a)(vi) — — — — 3,558,319 4 — — — — — — 18,453 — — 18,457 Issuance of common stock for commitment fee (19)(a)(ix) — — — — 480,426 — ** — — — — — — 1,441 — — 1,441 Issuance of Series A-1, Series B preferred stocks and common stocks, replacement warrants and Series A-1 preferred stocks to be issued in related to the Merger Transaction (19)(a)(x),(b),(c),(e) 11,801,804 12 30,851 — ** 83,468,631 84 11,801,804 12 — — 24,206,246 24 785,601 — — 785,733 Settlement of payables with common stock held in escrow (19)(a)(xi),(e) — — — — 183,815 — ** — — — — ( 183,815 ) — ** — — — — Fractional shares from forward and reverse splits (19)(a)(xii) — — — — 168,477 — ** — — — — — — — — — — ** Foreign currency translation adjustment — — — — — — — — — — — — — ( 75 ) — ( 75 ) Net loss for the year — — — — — — — — — — — — — — ( 1,138,036 ) ( 1,138,036 ) Balance as of December 31, 2024 11,801,804 $ 12 30,851 $ — ** 138,143,817 $ 138 11,801,804 $ 12 15,022,711 $ 15 24,022,431 $ 24 $ 958,017 $ ( 548 ) $ ( 1,203,637 ) $ ( 245,967 ) # Giving retroactive effect to the forward stock split and reverse stock split (see Note 19) * Giving retroactive effect to the AGBA Domestication completed on October 15, 2024 (see Note 1) ** Less than $1,000 F- 5 For the year ended December 31, 2023 Common stock Common stock to be issued Additional Accumulated other Total No. of shares # Amount No. of Shares # Amount paid-in capital comprehensive loss Accumulated deficit stockholders’ equity Balance as of January 1, 2023 28,261,757 $ 28 806,068 $ 1 $ 43,902 $ ( 385 ) $ ( 16,395 ) $ 27,151 Issuance of common stocks to settle finder fee 1,052,446 1 — — 3,999 — — 4,000 Issuance of holdback shares 806,068 1 ( 806,068 ) ( 1 ) — — — — Issuance of common stock for private placement — — 1,279,688 1 1,849 — — 1,850 Issuance of commons stock for commitment fee 290,475 — — — 276 — — 276 Stock-based compensation 2,830,245 3 1,070,393 1 11,523 — — 11,527 Forgiveness of amount due to the stockholder — — — — 12,593 — — 12,593 Foreign currency translation adjustment — — — — — ( 88 ) — ( 88 ) Net loss for the year — — — — — — ( 49,206 ) ( 49,206 ) Balance as of December 31, 2023 33,240,991 $ 33 2,350,081 $ 2 $ 74,142 $ ( 473 ) $ ( 65,601 ) $ 8,103 # Giving retroactive effect to the forward stock split and reverse stock split (see Note 19) See accompanying notes to consolidated financial statements. F- 6 TRILLER GROUP INC. AND ITS SUBSIDIARIES (FORMERLY AGBA GROUP HOLDING LIMITED) CONSOLIDATED STATEMENTS OF CASH FLOWS (Currency expressed in thousands of United States Dollars, except for share and per share data, or otherwise noted) For the years ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 1,138,036 ) $ ( 49,206 ) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation 77,774 11,235 Lease expense 2,574 1,496 Depreciation and amortization 267 261 Interest income ( 437 ) ( 34 ) Interest expense on borrowings 7,937 784 Foreign exchange loss (gain), net 701 ( 909 ) Impairment on property and equipment 104 — Impairment on goodwill 1,005,778 — Impairment on intangible assets 1,200 — Impairment on right-of-use assets 1,664 — Investment loss, net 15,971 6,879 Allowance for expected credit losses 2,549 1,077 Change in fair value of warrant liabilities ( 3,463 ) ( 5 ) Change in fair value of forward share purchase liability — 82 Change in fair value of convertible debts ( 4,447 ) — Loss (gain) on disposal of property and equipment 57 ( 665 ) Loss on settlement of forward share purchase agreement — 379 Reversal of annual bonus accrued in prior year — ( 3,595 ) Change in operating assets and liabilities: Accounts receivable 2,456 ( 1,187 ) Loans receivable ( 89 ) ( 16 ) Deposits, prepayments, and other receivables ( 782 ) ( 2,495 ) Accounts payable and other current liabilities 2,828 6,894 Accounts payable and other current liabilities, related parties 1,251 — Escrow liabilities ( 2,621 ) ( 12,671 ) Operating lease liabilities ( 1,944 ) ( 1,130 ) Income tax payable ( 329 ) 543 Net cash used in operating activities ( 29,037 ) ( 42,283 ) Cash flows from investing activities: Proceeds from sale of long-term investments 2,565 3,977 Cash from acquisition of subsidiaries 1,175 — Purchase of notes receivable — ( 589 ) Purchase of long-term investments — ( 288 ) Dividend received from long-term investments — 1,670 Proceeds from sale of property and equipment — 6,127 Purchase of property and equipment — ( 105 ) Net cash provided by investing activities 3,740 10,792 Cash flows from financing activities: Advances from stockholder 15,637 9,343 Proceeds from convertible debts 28,728 — Repayments of convertible debts ( 23,860 ) — Settlement of forward share purchase agreement — ( 13,953 ) Proceeds from borrowings 7,433 7,747 Repayments of borrowings ( 3,892 ) ( 6,027 ) Proceeds from private placement — 1,850 Net cash provided by (used in) financing activities 24,046 ( 1,040 ) Effect on exchange rate change on cash, cash equivalents and restricted cash ( 166 ) ( 85 ) Net change in cash, cash equivalent and restricted cash ( 1,417 ) ( 32,616 ) Beginning of year 18,678 51,294 End of year $ 17,261 $ 18,678 Supplemental cash flow information: Cash received from income tax refund $ — $ 427 Cash paid for income taxes $ 315 $ 172 Cash received from interest $ 451 $ 349 Cash paid for interest $ 223 $ 784 Supplemental disclosure of non-cash investing and financing activities: Initial recognition of operating lease liabilities related to right-of-use asset $ — $ 12,513 Forgiveness of amount due to stockholder $ — $ 12,593 Issuance of common stocks to settle finder fee $ 403 $ 4,000 Remeasurement of operating lease right-of-use assets and lease liabilities $ 8,030 $ — As of December 31, 2024 2023 Reconciliation to amounts on consolidated balance sheets: Cash and cash equivalents $ 3,065 $ 1,861 Restricted cash 14,196 16,817 Total cash, cash equivalents and restricted cash $ 17,261 $ 18,678 See accompanying notes to consolidated financial statements. F- 7 TRILLER GROUP INC. AND ITS SUBSIDIARIES (FORMERLY AGBA GROUP HOLDING LIMITED) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023 (Currency expressed in thousands of United States Dollars, except for share and per share data, or otherwise noted) NOTE 1 — DESCRIPTION OF BUSINESS Organization Triller Group Inc. (“ILLR”, “Triller”, or the “Company”) (formerly AGBA Group Holding Limited (“AGBA”)) was formed in the State of Delaware on October 15, 2024, to domicile the Company’s legal jurisdiction from British Virgin Islands to the State of Delaware. ILLR and its subsidiaries are hereinafter referred to as the “Company”. Merger Transaction On October 15, 2024 (the “Acquisition Date”), the Company consummated the merger transaction with Triller Corp., a Delaware corporation (“Triller Corp.”), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024 (as further amended, the “Merger Agreement”), by and between AGBA, its wholly owned subsidiary AGBA Social Inc. (“Merger Sub”), Triller Corp. and Bobby Sarnevesht, as sole representative of the Triller Corp. stockholders. Pursuant to the Merger Agreement, on the Acquisition Date, (a) AGBA domesticated to the United States as a Delaware corporation and changed its name to Triller Group Inc. (the “AGBA Domestication”), pursuant to which, among other things, all ordinary shares, par value $ 0.001 per share, of AGBA were automatically converted into the same number of shares of Triller Group Inc. common stock, as defined below, and (b) after giving effect to the AGBA Domestication, Merger Sub merged into Triller Corp., with Triller Corp. being the surviving corporation and a wholly owned subsidiary of Triller Group as of the Acquisition Date (such transaction referred herein as the “Merger Transaction”). The AGBA Domestication has been treated as a corporate restructuring and thus the current capital structure has been retroactively presented in prior periods as if such structure existed as of the beginning of the first period presented in the accompanying consolidated financial statements. The Merger Transaction was accounted for using the acquisition method of accounting for business combinations (see Note 4). Business Operation Upon the completion of the Merger Transaction, the Company has become a company who operates 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 and public figures that utilize Triller’s Technology Platform to create and publish content. “Brands” are companies, products or product lines which are active on Triller’s Technology Platform and utilize or have utilized one or more of Triller’s products or services offered through Triller’s Technology Platform, or companies, products or product lines whose associated data Triller tracks, report on and make available to Triller’s clients as part of one or more of Triller’s product offerings. Also, the Company remains the operation of a wealth and health platform which offers a wide range of financial service and products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds and lending businesses in Hong Kong. F- 8 The accompanying consolidated financial statements reflect the activities of each of the subsidiaries as of December 31, 2024: Name Background Ownership TAG Asia Capital ● British Virgin Islands company 100% Holdings Limited ● Incorporated on October 26, 2015 ● Investment holding OnePlatform Wealth ● Hong Kong company 99.89% Management Limited ● Incorporated on February 5, 2003 ● Provision of insurance and mandatory provident fund schemes brokerage services OnePlatform Asset ● Hong Kong company 100% Management Limited ● Incorporated on November 24, 1999 ● Licensed by the Securities and Futures Commission of Hong Kong ● Provision of investment advisory, funds dealing, introducing broker, and asset management services Kerberos (Nominee) ● Hong Kong company 100% Limited ● Incorporated on April 20, 2007 ● Provision of escrow services OnePlatform Credit ● Hong Kong company 100% Limited ● Incorporated on August 6, 1982 ● Registered under the Hong Kong Money Lenders Ordinance ● Provision of money lending services Hong Kong Credit ● Hong Kong company 100% Corporation Limited ● Incorporated on March 16, 1982 ● Registered under the Hong Kong Money Lenders Ordinance ● Provision of money lending services F- 9 TAG Technologies ● British Virgin Islands company 100% Limited ● Incorporated on October 23, 2015 ● Investment in financial technology business AGBA Group Limited ● Hong Kong company 100% ● Incorporated on November 28, 2019 ● Operating as cost center for the Company Triller Hold Co LLC ● Delaware limited liability company 100% ● Incorporated on October 8, 2019 ● Provision of advertising subscription and paid-per-view services Truverse, Inc. ● Delaware corporation 100% ● Incorporated on December 13, 2021 ● Provision of advertising and SaaS services Juliusworks LLC ● Delaware limited liability company 100% ● Incorporated on November 11, 2022 ● Provision of SaaS services Flipps Media Inc. ● Delaware corporation 100% ● Incorporated on June 14, 2013 ● Provision of advertising subscription and paid-per-view services The Company has not included the names of particular subsidiaries because the unnamed subsidiaries would not have constituted significant subsidiaries as of December 31, 2024. F- 10 NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. ● Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). References to “Triller” or the “Company” prior to October 15, 2024 refer to AGBA and its consolidated subsidiaries prior to the Merger Transaction, while such references on or after October 15, 2024 refer to the combined company as a result of the Merger Transaction, including Triller Corp. and its subsidiaries. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassification had no effect on the reported results of operations. ● Principles of Consolidation The accompanying consolidated financial statements include the financial statements of the Company and its subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The consolidated financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation. ● Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 11 ● 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 on long-lived assets, allowance for expected credit losses, stock-based compensation, estimates made in connection with acquisition purchase price allocations, earn-out liabilities, fair value measurement of convertible debts, warrant liabilities, provision for contingent liabilities, long-term investments, revenue recognition, impairment on goodwill, right-of-use asset and intangible assets, income tax provision, deferred taxes and uncertain tax position. The inputs into the management’s judgments and estimates consider the geopolitical tension, inflationary and high interest rate environment and other macroeconomic factors on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates. ● Business Combination The Company includes 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. Estimates of fair value are based on assumptions the Company believes 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 to goodwill. 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. ● Foreign Currency Translation and Transaction Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive loss. The reporting currency of the Company is US$ and the accompanying consolidated financial statements have been expressed in US$. In addition, some of the Company’s subsidiaries are operating in Hong Kong, which maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with Accounting Standards Codification (“ASC”) Topic 830-30, Translation of Financial Statement , using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the year. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the consolidated statements of changes in stockholders’ (deficit) equity. F- 12 Translation of amounts from HK$ into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023: December 31, 2024 2023 Year-end HK$:US$ exchange rate 0.1288 0.1281 Annual average HK$:US$ exchange rate 0.1282 0.1277 ● Segment Reporting ASC Topic 280, Segment Reporting , establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the Chief Executive Officer (“CEO”), who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company determined that it has three reportable segments, which are Social Media, Sports streaming and Financial Services. ● Cash and Cash Equivalents Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in the United States of America and Hong Kong. Hong Kong is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance. However, management does not believe there is a significant risk of loss. ● Restricted Cash Restricted cash consists of funds held in escrow accounts reflecting the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive interest of the Company’s customers. The Company currently acts as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio. The Company restricts the use of the assets underlying the funds held in escrow to meet with regulatory or contractual requirements and classifies the assets as current based on their purpose and availability to fulfill its direct obligation under current liabilities. F- 13 ● Accounts Receivable, net Accounts receivable, net are recorded at the invoiced amount less any allowance for expected credit losses to reserve for potentially uncollectible receivables. Accounts receivable, net are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms. The Company’s payment terms of accounts receivable vary by the types of services offered. The normal settlement terms of accounts receivable from insurance companies in the provision of brokerage agency services and customers for advertising services, are within 30 days up on the execution of the insurance policies and advertising campaigns. Credit terms with the products providers of investment, unit and mutual funds and asset portfolio are mainly 90 days or a credit period mutually agreed between the contracting parties. For certain services and customers, the Company requires payment before services are delivered to the customers. Changes in the allowance for expected credit losses are recorded in general and administrative expense in the consolidated statement of operations and comprehensive loss. To determine the amount of the allowance, the Company estimates all expected credits losses based on historical experience, current conditions and reasonable and supportable forecasts. The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the allowance for expected credit losses is adequate and provides allowance when necessary. The Company does not hold any collateral or other credit enhancements over its accounts receivable balances. For the year ended December 31, 2024 and 2023, the company evaluated the probable losses on account receivables and recorded a provision for allowance for expected credit losses of $0.9 million and $ 0.2 million, respectively. ● Loans and Notes Receivable, net Loans receivable, net are related to residential mortgage loans that are carried at unpaid principal balances, less the allowance for expected credit losses on loans receivable and charge-offs. Loans are placed on nonaccrual status when they are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months). If the Company determines that a loan is impaired, the Company next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within the given fiscal quarter. Generally the amount of the loan and negative escrow in excess of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below in “Allowance for Expected Credit Losses on Financial Instruments”. Notes receivable, net are related to a convertible loan note instrument with Investment A which bears a fixed interest rate of 8 % per annum with maturity in April 2024 . The Company sold all its convertible loan notes on Investment A to an independent third party on April 30, 2024 for a consideration of approximately $ 0.4 million. For the years ended December 31, 2024 and 2023, the Company evaluated the probable losses on loans and notes receivable and recorded a provision for allowance for expected credit losses of approximately $ 0.2 million and $0.07 million, respectively. F- 14 ● Allowance for Expected Credit Losses In accordance with ASC Topic 326, “Credit Losses – Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the lifetime 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. The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses. Accounts receivable, loans and notes receivable, and deposits, prepayments, and others receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense. For the years ended December 31, 2024 and 2023, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, deposits and other receivables was approximately $ 2.5 million and $ 1.1 million, respectively. ● Rental Deposit Rental deposit represents the deposit paid for the office leases under the long-term lease, less the allowance for expected credit losses, which is presented under the non-current assets of the consolidated balance sheet based on the expected collection date. The rental deposits is classified to current assets when the lease contract is expected to be expired less than a year. ● Assets Held For Sale The Company classifies long-lived assets as held for sale in the period in which the criteria are met, in accordance with ASC 360, Property, Plant and Equipment. The Company ceases depreciation on long-lived assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value or estimated fair value less cost to sell. As of December 31, 2024, the carrying value of 2 premises was approximately $ 2.0 million and recorded as assets held for sale in the consolidated balance sheets. These assets were subsequently sold in 2025. ● Deposits, Prepayments and other Receivable, net Deposits, prepayments and other receivables, net primarily consist of prepayments of professional service fees such as consulting services and business insurance. These advances are unsecured and reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2024 and 2023, the Company evaluated the probable losses on deposits, prepayments and other receivables and recognized a provision for allowance for expected credit losses of approximately $ 1.4 million and $ 0.8 million, respectively. ● 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 stated 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. F- 15 ● Property and Equipment, net Property and equipment, net are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values, if any: Expected useful life Building Shorter of 50 years or lease term Leasehold improvement 3 years Furniture, fixtures and equipment 3 to 5 years Computer equipment 3 years Motor vehicles 3 years Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations. Property and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets. For the years ended December 31, 2024 and 2023, the Company recorded impairment on property and equipment of approximately $ 0.1 million and nil , respectively in the consolidated statements of operations and comprehensive loss. ● Intangible Assets, net 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. Expected useful life Trademarks and trade names 5 years Customer relationships – business enterprises 2 years Customer relationships – consumer subscriptions 2 years Software 5 years 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. For the years ended December 31, 2024 and 2023, the Company recorded impairment on intangible assets of approximately $ 1.2 million and nil , respectively in the consolidated statements of operations and comprehensive loss. F- 16 ● Goodwill Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. The Company reviews 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. The Company performs its annual impairment test of goodwill in the fourth quarter of each fiscal year. First, the Company assesses qualitative factors to determine whether a quantitative impairment test is necessary. If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, the Company performs 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. The Company’s goodwill was derived from the Merger Transaction during the year ended December 31, 2024. For the years ended December 31, 2024 and 2023, the Company recorded impairment on goodwill of approximately $ 1,005.8 million and nil , respectively in the consolidated statements of operations and comprehensive loss. ● Accounts Payable Accounts payable primarily consists of (i) commission payable to the Company’s financial advisors for the sale of investment funds, investment products, or insurance products, accruals for payments of professional services fees and other operating payables and (ii) payable to the suppliers related to talent and influencers for brand activations and live-event. The carrying amount approximates fair value because of the short-term maturity. ● Borrowings Borrowings are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method. ● Convertible Debts, net The Company accounts for certain convertible debts, net in accordance with ASC Topic 470-20, “ Debt with Conversion and Other Options ” (“ASC 470-20”), whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC Topic 815-15, “ Derivatives and Hedging – Embedded Derivatives ” or the substantial premium model in ASC 470-20 applies. Where the substantial premium model applies, the premium is recorded in additional paid -in capital. The resulting debt discount is amortized over the period during which the convertible debts is expected to be outstanding as additional non-cash interest expenses. F- 17 Certain of the Company’s convertible debts are accounted for under the fair value option election in ASC 825 due to difference in its features. Under the fair value option election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is presented within other income (expense) in the consolidated statements of operations and comprehensive loss. The Company classifies its convertible debts that are being valued under the fair value option election as Level 3 due to the lack of relevant observable market data over fair value inputs, such as the probability weighting of the various scenarios that can impact settlement of the arrangement. ● Warrants 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 (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. 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. The Company accounts for its (i) Public Warrants and (ii) Replacement Warrants of Triller Group Warrants as equity. Liability-classified 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 and comprehensive loss. The Company accounts 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 loss. Transaction costs allocated to warrants that are presented as a liability are immediately expensed in the consolidated statements of operations and comprehensive loss. F- 18 ● Revenue Recognition The Company receives most of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC Topic 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. Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: 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. Step 4: 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. Step 5: 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). F- 19 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 Topic 606, as follows: (a) Social Media and Sports Streaming (i) Advertising Revenue: The Company’s technology platform provides brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns. Advertising revenue is generated from advertisements, either displayed on a device-specific application, browser or as part of an event. Brand sponsorship revenue is generally recognized as advertisements are viewed, if on a device-specific application or browser or when events occur with participation of the sponsor. Revenue from brand sponsorship agreements for which consideration is a fixed fee is allocated evenly to each event in a series of events over the applicable contractual service period as the advertisements are displayed, which is typically over a period of less than one year. (ii) Subscription Fees: The Company’s 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. Subscriptions for streaming services are through third party streaming service providers, examples include All Elite Wrestling (“AEW”) in the case of Triller TV. Revenue from streaming subscriptions is recognized ratably over the life of a subscription. (iii) Pay-per-view Fees: Unlike subscription fees, the Company’s technology platform, via its streaming service provides pay-per-view services for premium content and events. Revenue from streaming pay-per-view events is recognized at the time the event airs. (iv) SaaS Fees: The Company’s technology platform provides data, analytics and other marketing services to brands and advertising agencies with access to a data base of profiled Brands and Creators and their associated audiences, giving them the ability to enlist Creators to develop and share captivating stories to market their products and services. SaaS platform provides 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 SaaS platform subscriptions is recognized ratably over the life of a subscription. In arrangements where another party is involved in providing specified services to a customer, such as a distributor of the Company’s content for subscription and pay-per-view programming, the Company evaluates whether the Company is the principal or agent in the arrangement. In this evaluation, the Company considers if the Company obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment and discretion in establishing price. For revenue arrangements where the Company is not the principal, the Company recognizes revenue on a net basis. The Company has revenue-share arrangements where the Company is the principal, such as serving as the provider of content for subscription and pay-per-view programming. Costs associated with revenue-share arrangements are recognized as part of expenses. The Company determined that it was the principal for all subscription and pay-per-view arrangements and no revenue was recognized on an agent net basis for the period presented. The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within operating expense for social media and streaming platform in the consolidated statements of operations and comprehensive loss. F- 20 (b) Financial Services (i) Commissions: The Company earns commissions from the sale of investment products to customers, who are insurance companies and fund houses. 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 by customer, the Company earns a commission from customers, calculated as a fixed percentage of the investment products acquired by its customers. The Company defines the “purchase of an investment product” for its revenue recognition purpose as the time when the customers referred by the Company has entered into a subscription contract with the relevant product provider and, if required, the customer has transferred a deposit to an escrow account designated by the Company to complete the purchase of the investment products. After the contract is established, there are no significant judgments made when determining the 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 products. 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 Topic 606, Revenue Recognition: Principal Agent Considerations , the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services prior to transferring it. Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement services through the Company’s licensed insurance brokers to provide agency services. The commissions from insurance providers are recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the consolidated statements of operations and comprehensive loss. F- 21 During the December 31, 2023, 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. (ii) Recurring 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. Recurring asset management service fees are determined based on the types of investment products the Company distributes and are calculated as a fixed percentage of the fair value of the total investment of the investment products, calculated daily. These customer contracts require the Company to provide investment management services, which represents a performance obligation that the Company satisfies over time. After the contract is established, there are no significant judgments made when determining the transaction price. As the Company provides these services throughout the contract term, for the method of calculating recurring 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). (iii) Loan 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 customers. Interest income on mortgage and personal loans is recognized as it accrued using the effective interest method. Accrual of interest income on mortgage loans is suspended at the earlier of the time at which collection of an account becomes doubtful or the account becomes 180 days delinquent. Disaggregation of Revenue The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams disaggregated by nature and geographic location: For the years ended December 31, 2024 2023 At a point in time Paid-per-view fees $ 3,278 $ — Commissions 20,348 50,069 Total revenue from the transfer of goods and services at a point in time 23,626 50,069 Over time Advertising revenue 276 — SaaS fees 707 — Subscription fees 829 — Recurring asset management service fees 1,887 3,963 Loan interest income 151 157 Total revenue from the transfer of goods and services over time 3,850 4,120 Total revenue $ 27,476 $ 54,189 F- 22 For the years ended December 31, By geography: 2024 2023 Hong Kong $ 22,386 $ 54,189 United States 3,470 — Others 1,620 — Total $ 27,476 $ 54,189 Contract Balances The following table provides information about contract liabilities from the Company’s contracts with customers: As of December 31, 2024 2023 Contract liabilities, included in other current liabilities $ 1,683 $ — Receivables relate to customer contracts for which the performance obligation has been satisfied and payment is expected to be received in the next twelve months. The Company reviews the status of the then-outstanding accounts receivable on a customer-by-customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivable are written off against the allowance for doubtful accounts when the Company determines amounts are no longer collectible. F- 23 For the years ended December 31, 2024 and 2023, there were no revenues recognized relating to performance obligations satisfied or partially satisfied in prior periods. ● Rental Income Rental income represents monthly rental received from the Company’s tenants. The Company recognizes rental income on a straight-line basis over the lease term in accordance with the lease agreement. ● Operating Expense For Social Media and Streaming Platform Operating expense for social media and streaming platform related to the social media application primarily consists of expenses related to talent and influencers for brand activations. The live-event portion of cost of revenues relate to license fees, event rights fees, revenue sharing costs, production costs, and influencer costs, among others. ● Sales and Marketing Expense Sales and marketing expenses include the costs of advertising, promotions, seminars, and other programs. In accordance with ASC Topic 720-35, Advertising Costs , advertising costs are expensed as incurred. ● Comprehensive Loss ASC Topic 220, Comprehensive Income , establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive (loss) income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive (loss) income, as presented in the accompanying consolidated statements of changes in stockholders’ (deficit) equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive (loss) income is not included in the computation of income tax expense or benefit. ● Employee Benefits Full time employees of the Hong Kong subsidiaries participate in a defined contribution Mandatory Provident Fund retirement benefit scheme under the Hong Kong Mandatory Provident Fund Schemes Ordinance. F- 24 ● Income Taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC Topic 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50 % likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. For the years ended December 31, 2024 and 2023, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2024 and 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities. ● Stock-Based Compensation The Company accounts for stock-based compensation in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation . The Company grants share awards, including common stock and restricted share units, to eligible participants. Stock-based compensation expense for share awards is measured at fair value on the grant date. The fair value of restricted stock with either solely a service requirement or with the combination of service and performance requirements is based on the closing fair market value of the common stock on the date of grant. Stock-based compensation expense is recognized over the requisite service period for time-vesting awards and, for awards with a performance condition, over the requisite service period if the performance condition is probable of achievement. 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. ● Net Loss Per Share In accordance with ASC 260, Earnings Per Share , basic net earnings (loss) per share is computed by dividing net income (loss) attributable to ordinary stockholders by the weighted average number of unrestricted common stock outstanding during the year using the two-class method. Under the two-class method, net income (loss) is allocated between common stock and other participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s holdback shares are participating securities because they are entitled to non-forfeitable dividends. Basic loss per common stock is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the sum of the weighted average number of common stock outstanding and of potential dilutive securities (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted loss per share. F- 25 ● Leases Under ASU 2016-02, Leases (Topic 842) (“Topic 842”), leases are categorized as operating or financing lease at inception. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease terms include options to renew or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company has recognized right of use (“ROU”) assets and corresponding lease liabilities on the Company’s consolidated balance sheets for its operating lease agreements with contractual terms greater than 12 months. Lease liabilities are based on the present value of remaining lease payments over the lease term. As the discount rate implied in the Company’s leases is not readily determinable, the present value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms. Some of the Company’s lease agreements contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company has elected the practical expedient to combine fixed payments for non-lease components with lease payments and account for them together as a single lease component which increases the amount of ROU assets and lease liabilities. Leases with a term of twelve months or less upon the commencement date are considered short-term leases, are not included on the consolidated balance sheets and are expensed on a straight-line basis over the lease term. ● Related Parties The Company follows the ASC Topic 850-10, Related Party for the identification of related parties and disclosure of related party transactions. Pursuant to section 850-10-20, the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. F- 26 ● Commitments and Contingencies The Company follows the ASC Topic 450-20, Contingencies, to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. ● Fair Value Measurement The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: ● Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; ● Level 2 : 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; and ● Level 3 : 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 instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable, deposits, prepayments and other receivables, accounts payable and accrued liabilities, escrow liabilities, borrowings, and amounts due to stockholder 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. The Company accounts for loans receivable at cost, subject to expected credit losses assessment. The Company measures warrant liabilities, certain convertible debts for which the fair value option has been elected at fair value on a recurring basis. F- 27 The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. As of December 31, Quoted prices in active markets Significant other observable inputs Significant other unobservable inputs Description 2024 (Level 1) (Level 2) (Level 3) Assets: Marketable equity securities $ 1 $ 1 $ — $ — Liabilities: Warrant liabilities $ 977 $ — $ — $ 977 Convertible debts for which the fair value option has been elected (a) 53,106 — — 53,106 Total $ 54,083 $ — $ — $ 54,083 As of December 31, Quoted prices in active markets Significant other observable inputs Significant other unobservable inputs Description 2023 (Level 1) (Level 2) (Level 3) Assets: Marketable equity securities $ 1 $ 1 $ — $ — The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2024: Warrant liabilities Convertible debts Balance as of December 31, 2023 $ — $ — Additions from new issuance during the year 4,440 5,378 Addition from acquisition of subsidiaries — 54,059 Settlement — ( 1,884 ) Fair value measurement adjustments ( 3,463 ) ( 4,447 ) Balance as of December 31, 2024 $ 977 $ 53,106 Note: (a) Certain of the Company’s convertible debts are accounted for under the fair value option election in ASC 825. Under the fair value option election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is presented within other income (expense) in the consolidated statements of operations and comprehensive loss. The Company classifies its convertible debts that are being valued under the fair value option election as Level 3 due to the lack of relevant observable market data over fair value inputs, such as the probability weighting of the various scenarios that can impact settlement of the arrangement. F- 28 The estimated fair value of the convertible debts as of December 31, 2024 was computed using the models and assumptions shown below. A net gain from fair value movements of approximately $ 4.4 million for the year ended December 31, 2024 is included in consolidated statements of operations and comprehensive loss. The significant inputs in the valuation models as of December 31, 2024, are as follows: Inputs Convertible debts A Convertible debts B Valuation method Binomial Tree Model Binomial Tree Model Conversion price $ 8.36 $ 12.00 Fair value of conversion units 11.06 15.15 Expected term (years) 1.16 0.04 Volatility 198.02 % 112.77 % Discount rate 15.00 % 15.00 % Risk free rate 4.29 % 4.24 % ● 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. In November 2023, the FASB amended guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The revised guidance requires that a public entity disclose significant segment expenses regularly reviewed by the chief operating decisionmaker (CODM), including public entities with a single reportable segment. The amended guidance is effective for fiscal years beginning in January 2024 and interim periods beginning January 2025 on a retrospective basis. Effective January 1, 2024, the Company retroactively adopted ASU 2023-07 which resulted in additional disclosures for significant segment expenses reviewed by the Company’s CODM (refer to Note 5). F- 29 Recently issued accounting standards not yet adopted In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The ASU requires the annual financial statements to include consistent categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for the Company’s annual reporting periods beginning in January 2025. Adoption is either with a prospective method or a fully retrospective method of transition. Early adoption is permitted. The Company is currently evaluating the impact on its consolidated financial statements. In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards , which adds an illustrative example aimed at clarifying the scope application of a profit interest award in accordance with Topic 718. The update will be effective for annual periods beginning after December 15, 2024, and interim periods within those annual periods. The new standard is not expected to have an impact on the Company’s financial position or results of operations. In March 2024, the FASB issued ASU 2024-02, “Codification Improvements — Amendments to Remove References to the Concepts Statements”. This update contains amendments to the Codification that remove references to various FASB Concepts Statements. These changes remove references to various Concepts Statements and the amendments apply to all reporting entities within the scope of the affected accounting guidance. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. Early application of the amendments in this Update is permitted for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). The Company believes the future adoption of this ASU is not expected to have a material impact on its consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures. In July 2025, the FASB issued 2025-05 to improve the measurement of credit losses for accounts receivable and contract assets. The guidance provides a practical expedient for all entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the assets. The update aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025. Management is currently evaluating the impact that the adoption of this update may have on its financial statements 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 comprehensive loss and cash flows. F- 30 NOTE 3 — LIQUIDITY AND GOING CONCERN The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. They do not include any adjustments that might be necessary should the Company be unable to continue as a going concern. For the year ended December 31, 2024, the Company reported net loss of approximately $ 1,138.0 million and net cash outflows from operating activities of approximately $ 29.0 million. As of December 31, 2024, the Company had a working capital deficit of approximately $ 271.6 million and a stockholders’ deficit of approximately $ 246.0 million. The Company has determined that the prevailing conditions and ongoing liquidity risks encountered by the Company raise substantial doubt about the ability to continue as a going concern for at least one year following the date these consolidated financial statements are issued. The ability to continue as a going concern is dependent on the Company’s ability to successfully implement its current operating plan and fund-raising plan. The Company believes that it will be able to grow its revenue base and control expenditures. In parallel, the Company will monitor its capital structure and operating plans and search for potential funding alternatives in order to finance the development activities and operating expenses. The Company is continuing its plan to further grow and expand operations and seek sources of capital to pay the contractual obligations as they come due. However, the Company cannot predict the exact amount or timing of the alternatives or guarantee those alternatives will be favorable to its stockholders. Any failure to obtain financing when required will have a material adverse impact on the Company’s business, operation and financial result. These conditions and the uncertainty regarding the Company’s ability to successfully implement its plans raise substantial doubt about the Company’s ability to continue as a going concern. NOTE 4 — BUSINESS COMBINATION As discussed in Note 1, the Company consummated the Merger Transaction pursuant to the Merger Agreement on October 15, 2024, whereby the Company acquired all the equity interest of Triller Corp.. In connection with the Merger Transaction, the following transactions occurred on the Acquisition Date: (a) All of the outstanding shares of Triller Corp. Series A Common Stock and Triller Series B Common Stock were converted into an aggregate of 83,468,631 shares of Triller Group common stock, par value $ 0.001 per share. (b) All of the outstanding shares of Triller Corp. Series A-1 Preferred Stock were (i) converted into an aggregate 11,801,804 shares of Triller Group preferred stock, par value $ 0.001 per share which is issued on October 15, 2024; and (ii) 11,807,332 shares of common stock to be issued subsequently in March 2025. (c) All of the outstanding warrants of Triller Corp. were cancelled and replaced by the issuance of warrants to purchase 14,811,260 shares of the Triller Group common stock (the “Replacement Warrants”). F- 31 (d) All of the existing Triller Corp. restricted stock units (“Triller Corp. RSUs”) were converted into 17,004,025 Triller Group restricted stock units (“Triller Group RSUs”), and the reserve for an aggregate of 17,604,025 shares of Triller Group Common Stock (the “Contingent Shares”), for future issuance upon the vesting of the Triller Group RSUs. (e) The Company issued 24,206,246 shares of Triller Group Common Stock (the “Reserved Shares”) that were deposited into an escrow account in the name of Triller Group, acting as escrow agent, to be used to settle any matters solely in connection with claims that relate to the affairs of Triller Corp. prior to the Closing Date (including, without limitation, any current and/or future litigation matters, Triller Corp.’s debt, accrued interest, accounts payable, investments in Triller Corp.’s subsidiaries). The shares will be allotted to the Triller Corp.’s stockholders six years from October 15, 2024. The acquisition was accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”). The Company, formerly AGBA, was determined to be the accounting acquirer. In identifying the accounting acquirer, management considered the structure of the transaction and other actions contemplated by the Merger Agreement, relative outstanding share ownership and market values, the composition of the combined company’s board of directors, the relative size of AGBA and Triller Corp, and the designation of certain senior management positions of the combined company. In accordance with ASC 805, the Company recorded the acquisition based on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities assumed based on their respective fair values as of the Acquisition Date. The excess of the value of consideration transferred over the aggregate fair value of those net assets was recorded as goodwill. Any identified definite lived intangible assets will be amortized over their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but will be tested for impairment at least annually or more frequently when certain indicators are present. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies. F- 32 Management’s purchase price allocation is preliminary and subject to change pending finalization of consideration and intangible asset fair value valuation, tax attributes and tax related liabilities. In accordance with ASC 805, if the Company identifies changes to acquired deferred tax asset (“DTA”) valuation allowances or liabilities related to uncertain tax positions during the measurement period, and they are related to new information obtained about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement-period adjustment, and the Company will record the offset to goodwill. The Company records all other changes to DTA valuation allowances and liabilities related to uncertain tax positions in current period income tax expense. The Company incurred approximately $ 2.7 million in acquisition-related costs associated with the acquisition. These costs and expenses primarily include fees associated with financial, legal, and accounting advisors. These costs were recorded in operating expenses on the consolidated statements of operations and comprehensive loss. The purchase consideration and estimated fair value assessment of the assets acquired and liabilities assumed is as follows: Amount Consideration: Triller Group common stock issued, at a fair value of $ 5.60 per share $ 467,424 Triller Group common stock issued held in escrow account, at a fair value of $ 5.60 per share 135,555 Triller Group Series A-1 preferred stock, at a fair value of $ 5.60 per share 132,181 Triller Group Replacement warrants at fair value (a) 50,573 Total consideration $ 785,733 Fair value of assets acquired: Cash and cash equivalents $ 1,175 Accounts receivable, net 2,178 Other current assets 253 Intangible assets 911 Amounts attributable to assets acquired 4,517 Fair value of liabilities assumed: Accounts payable, accrued expenses and other current liabilities 122,002 Earn-out liability 5,000 Related party advances 30,401 Borrowings 13,100 Convertible debts 54,059 Amounts attributable to liabilities assumed 224,562 Net assets acquired, liabilities assumed $ ( 220,045 ) Goodwill 1,005,778 Note: (a) Valuation analysis relied upon the usage of market data and the Black-Scholes Model in order to determine the fair value of the Replacement Warrants. Market data, including risk-free rates, stock price, and volatility was obtained from the S&P Global Market Intelligence database. Replacement Warrants that were out-of-the-money were valued utilizing the Black-Scholes Model and the full contractual term to expiration of the relevant Replacement Warrants. Replacement Warrants that were significantly in-the-money were valued using intrinsic value. F- 33 The following table summarizes the components of the acquired intangible assets and estimated useful lives: Intangible Assets Estimated Useful Life Trademarks and trade names $ 240 5 years Customer relationships – business enterprises 436 2 years Customer relationships – consumer subscriptions 235 2 years Total intangible assets acquired $ 911 The intangible assets are amortized on a straight-line basis, which approximates the pattern in which the economic benefits are consumed, over their estimated useful lives. The primary reason for the Merger was for Triller Corp to become a publicly traded entity and for AGBA to diversify revenue through Triller Corp’s short form social video app, AI driven content creation, SaaS offerings and TrillerTV streaming services. Goodwill resulting from the acquisition was primarily attributable to acquired workforce, an increase in development capabilities, increased offerings to clients, and enhanced opportunities for growth and innovation. The acquired intangible assets and goodwill resulting from the Merger Transaction are not amortizable for tax purposes. For the year ended December 31, 2024, the Company provided full impairment on goodwill and intangible assets in the consolidated statements of operations and comprehensive loss as the Company suffered continuous losses resulting from lower revenues and increased costs. Unaudited Pro Forma Information The following table provides unaudited pro forma information as if Triller Corp had merged with the Company as of January 1, 2023. The unaudited pro forma information reflects adjustments for additional amortization resulting from the fair value adjustments to the assets acquired and liabilities assumed, adjustments for alignment of accounting policies, and transaction expenses as if the Merger occurred on January 1, 2023. The pro forma results do not include any anticipated cost synergies or other effects of the integrated merged companies. Accordingly, pro forma amounts are not necessarily indicative of the results that would have occurred had the Merger Transaction been completed on the dates indicated, nor is it indicative of the future operating results of the combined company. For the years ended December 31, 2024 2023 Pro forma revenue $ 63,281 $ 99,734 Pro forma net loss $ 234,440 $ 347,963 F- 34 NOTE 5 — SEGMENT INFORMATION By assessing the qualitative and quantitative criteria established by ASC Topic 280, “Segment Reporting” , management has determined that the Company has four reportable segments, which include the Company’s social media, sports streaming, sports content, and financial services segments. The Company’s reportable segments reflect how the Company’s operations are managed, how the Company’s Chief Executive Officer , who is the Chief Operating Decision Maker (“CODM”), allocates resources and evaluates performance, and how the Company’s internal financial reporting is structured. For the year ended December 31, 2024, the Companies reportable segments comprised of the following: 1. Social media The Social media segment consists of the Company’s operations related to its social media platform and related services for content creation and distribution 2. Sports streaming The online streaming segment consists of the Company’s operations related to its online streaming service. 3. Financial services The Financial services segment consists of revenues and costs incurred from the sale of investment products, offer asset management services and money lending services. The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business unit requires different technology and marketing strategies. The following tables present the summary information by segment for the years ended December 31, 2024 and 2023 . The segment expenses regularly reviewed by the CODM are presented in the “ Operating expenses” section of the table below. O ther segment items for each reportable segment include “ Other income (expense), net ” disclosed in the table below. For the year ended December 31, 2024 Social media Sports streaming Financial services Corporate Elimination Consolidated Revenue Loans interest income — — 151 — — 151 Commission — — 20,348 — — 20,348 Recurring asset management service fees — — 1,887 — — 1,887 Advertising revenue 275 1 — — — 276 SaaS fees 707 — — — — 707 Subscription fees and paid-per-view fees 19 4,088 — — — 4,107 Total revenue 1,001 4,089 22,386 — — 27,476 Operating expenses Operating expenses for social media and streaming platform ( 522 ) ( 3,491 ) — — — ( 4,013 ) Commission expense — — ( 10,531 ) — — ( 10,531 ) Sales and marketing expenses ( 921 ) ( 426 ) ( 219 ) — — ( 1,566 ) Research and development expenses ( 1,193 ) ( 135 ) ( 1,853 ) — — ( 3,181 ) Personnel and benefit expenses ( 2,091 ) ( 86 ) ( 38,106 ) ( 44,603 ) — ( 84,886 ) Legal and professional fee ( 3,048 ) ( 70 ) ( 2,321 ) ( 16,931 ) — ( 22,370 ) Legal and professional fee, related party — — — ( 949 ) — ( 949 ) Office and operating fee, related party — — ( 4,303 ) — — ( 4,303 ) Provision for allowance for expected credit losses 5 ( 10 ) ( 2,544 ) — — ( 2,549 ) Other general and administrative expenses ( 1,659 ) ( 109 ) ( 4,287 ) ( 253 ) — ( 6,308 ) Total operating expenses ( 9,429 ) ( 4,327 ) ( 64,164 ) ( 62,736 ) — ( 140,656 ) Other income (expense), net Interest income 6 — 19 765 ( 339 ) 451 Interest expense ( 2,581 ) ( 132 ) ( 785 ) ( 4,778 ) 339 ( 7,937 ) Foreign exchange (loss) gain, net — 16 ( 717 ) — — ( 701 ) Impairment on property and equipment — — ( 104 ) — — ( 104 ) Impairment on intangible assets ( 621 ) ( 210 ) ( 369 ) — — ( 1,200 ) Impairment on goodwill ( 1,000,002 ) ( 5,776 ) — — — ( 1,005,778 ) Impairment on right-of-use assets — — ( 1,664 ) — — ( 1,664 ) Investment loss, net — — ( 15,971 ) — — ( 15,971 ) Change in fair value of convertible debts 4,447 — — — — 4,447 Change in fair value of warrant liabilities — — — 3,463 — 3,463 Sundry income 31 6 101 — — 138 Total other expense, net ( 998,720 ) ( 6,096 ) ( 19,490 ) ( 550 ) — ( 1,024,856 ) Income tax expense — — — — — — Net loss ( 1,007,148 ) ( 6,334 ) ( 61,268 ) ( 63,286 ) — ( 1,138,036 ) F- 35 For the year ended December 31, 2023 Financial services Corporate Elimination Consolidated Revenue Commission 50,069 — — 50,069 Asset management service fees 3,963 — — 3,963 Loans interest income 157 — — 157 Total revenue 54,189 — — 54,189 Operating expenses Commission expense ( 37,288 ) — — ( 37,288 ) Sales and marketing expenses ( 2,496 ) ( 1,213 ) — ( 3,709 ) Research and development expenses ( 949 ) ( 3,608 ) — ( 4,557 ) Personnel and benefit expenses ( 128 ) ( 27,090 ) — ( 27,218 ) General and administrative ( 17,856 ) ( 6,622 ) — ( 24,478 ) Total operating expenses ( 58,717 ) ( 38,533 ) — ( 97,250 ) Other income (expense), net Interest income 39 345 — 384 Interest expense ( 388 ) ( 396 ) — ( 784 ) Others 6,715 ( 12,173 ) — ( 5,458 ) Total other income (expense), net 6,366 ( 12,224 ) — ( 5,858 ) Income tax expense ( 280 ) ( 7 ) — ( 287 ) Net income (loss) 1,558 ( 50,764 ) — ( 49,206 ) The following tables present a summary of the Company’s assets by reportable segment as of December 31, 2024 and 2023: As of December 31, 2024 Social media Sports streaming Financial services Corporate Elimination Consolidated Long-term investments, net — — 25,455 — — 25,455 Other assets 7,506 5,614 18,121 37,514 ( 43,632 ) 25,123 Total assets 7,506 5,614 43,576 37,514 ( 43,632 ) 50,578 As of December 31, 2023 Financial services Corporate Elimination Consolidated Long-term investments, net 25,725 — — 25,725 Other assets 13,788 27,076 — 40,864 Total assets 39,513 27,076 — 66,589 The Company had capital expenditures of approximately $ 0.2 million and nil under the social media segment and other reportable segments for the year ended December 31, 2024, respectively. The Company had no capital expenditures by reportable segment for the year ended December 31, 2023. The Company’s major customers and operations are based in Hong Kong and the United States. The social media and sports streaming segments were acquired during 2024. No such segments during 2023. F- 36 NOTE 6 — RESTRICTED CASH As of December 31, 2024 and 2023, the Company has approximately $ 14.2 million and $ 16.8 million fund held in escrow, respectively. Fund held in escrow primarily comprised of escrow funds held in bank accounts on behalf of the Company’s customers. The Company is currently acted as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio. Upon receiving escrow funds, the Company records a corresponding escrow liability. NOTE 7 — ACCOUNTS RECEIVABLE, NET Accounts receivable, net consisted of the following: As of December 31, 2024 2023 Accounts receivable $ 3,388 $ 3,283 Accounts receivable – related parties 1,100 1,094 Less: allowance for expected credit losses ( 1,615 ) ( 312 ) Accounts receivable, net $ 2,873 $ 4,065 The accounts receivable due from related parties represented the management service rendered to the portfolio assets of related companies, which are controlled by stockholder, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers. The amount is unsecured, interest-free and with a credit term mutually agreed. The following table presents the activity in the allowance for expected credit losses: As of December 31, 2024 2023 Balance at beginning of year $ 312 $ 94 Additions from acquisition of subsidiaries 386 — Additions 914 217 Foreign translation adjustment 3 1 Balance at end of year $ 1,615 $ 312 The Company generally conducts its business with creditworthy third parties. The Company determines, on a quarterly basis, the probable losses and an allowance for expected credit losses determined in accordance with the CECL model, based on historical losses, current economic conditions, forecasted future economic and market considerations, and in some cases, evaluating specific customer accounts for risk of loss. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant. For the years ended December 31, 2024 and 2023, the Company has assessed the probable loss and made a provision for allowance for expected credit losses of approximately $ 0.9 million and $ 0.2 million on accounts receivable, respectively. F- 37 NOTE 8 — LOANS AND NOTES RECEIVABLE, NET (a) Loans Receivables, net The Company’s loans receivable, net was as follows: As of December 31, 2024 2023 Residential mortgage loans $ 1,164 $ 1,605 Less: allowance for expected credit losses ( 38 ) ( 1 ) Loans receivable, net $ 1,126 $ 1,604 Classifying as: Current portion $ 92 $ 549 Non-current portion 1,034 1,055 Loans receivable, net $ 1,126 $ 1,604 The interest rates on loans issued ranged between 10.00 % and 10.50 % (2023: 9.00 % to 10.50 %) per annum for the year ended December 31, 2024. Mortgage loans are secured by collateral in the pledge of the underlying residential properties owned by the borrowers. As of December 31, 2024, the net carrying amount of the loans receivable was approximately $ 1.1 million which included an interest receivable of approximately $ 0.06 million. Mortgage loans are made to either business or individual customers in Hong Kong for a period of 1 to 25 years, which are fully collateralized and closely monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans as of December 31, 2024 and 2023. The following table presents the activity in the allowance for expected credit losses: As of December 31, 2024 2023 Balance at beginning of year $ 1 $ — Additions 36 1 Foreign translation adjustment 1 — Balance at end of year $ 38 $ 1 Estimated allowance for expected credit losses is determined on quarterly basis, in accordance with the CECL model, for general credit risk of the overall portfolio, which is relied on an assessment of specific evidence indicating doubtful collection, historical loss experience, loan balance aging and prevailing economic conditions. If there is an unexpected deterioration of a customer’s financial condition or an unexpected change in economic conditions, including macroeconomic events, the Company will assess the need to adjust the allowance for expected credit losses. Any such resulting adjustments would affect earnings in the period that adjustments are made. F- 38 For the years ended December 31, 2024 and 2023, the Company has assessed the probable loss and made an allowance for expected credit losses of approximately $ 36,000 and $ 1,000 on loans receivable, respectively. (b) Notes Receivables, net On February 24, 2023, the Company entered into a subscription agreement and a convertible loan note instrument (collectively the “Agreements”) with Investment A. Pursuant to the Agreements, the Company agrees to subscribe an aggregate amount of approximately $ 1.7 million notes, in batches, which are payable on or before January 31, 2024 and bears a fixed interest rate of 8 % per annum. The Company sold all its convertible loan notes on Investment A to an independent third party on April 30, 2024 for a consideration of approximately $ 0.4 million. As of December 31, 2023, the net carrying amount of the notes receivable was approximately $ 0.6 million, which including an interest receivable of approximately $ 0.03 million. The following table presents the activity in the allowance for expected credit losses: As of December 31, 2024 2023 Balance at beginning of year $ 70 $ — Additions 155 70 Disposal ( 227 ) — Foreign translation adjustment 2 — Balance at end of year $ — $ 70 In accordance with ASC Topic 326, the Company accounts for its allowance for expected credit losses on notes receivable using the CECL model. Periodic changes to the allowance for expected credit losses are recognized in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2024 and 2023, the Company has evaluated the probable losses on the notes receivable and made an allowance for expected credit losses of approximately $ 0.16 million and $ 0.07 million, respectively. NOTE 9 — DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES, NET Deposits, prepayments and other receivables, net consisted of the following: As of December 31, 2024 2023 Deposits $ 1,528 $ 711 Prepayments 354 1,027 Other receivables 2,275 850 4,157 2,588 Less: allowance for expected credit losses ( 2,297 ) ( 818 ) Deposit, prepayments and other receivable, net $ 1,860 $ 1,770 The following table presents the activity in the allowance for expected credit losses: As of December 31, 2024 2023 Balance at beginning of year $ 818 $ 42 Additions from acquisition of subsidiaries 6 — Additions 1,444 774 Foreign translation adjustment 29 2 Balance at end of year $ 2,297 $ 818 For the years ended December 31, 2024 and 2023, the Company has assessed the probable loss and made a provision for allowance for expected credit losses of approximately $ 1.4 million and $ 0.8 million on deposits and other receivables, respectively. F- 39 NOTE 10 — LONG-TERM INVESTMENTS, NET Long-term investments, net consisted of the following: As of December 31, Ownership interest 2024 Ownership interest 2023 Marketable equity securities: Investment C 0.00 %* 1 0.00 %* 1 Non-marketable equity securities: Investment A 8.37 % 5,479 8.37 % 5,827 Investment B 3.63 % 255 3.63 % 342 Investment D 4.49 % 16,621 4.47 % 16,880 Investment E, related party 4.00 % 525 4.00 % 523 Investment F (a) — — 4.00 % 2,152 Investment G (b) 56.93 % — — — Investment H (c) 3.76 % 2,574 — — Net carrying value $ 25,455 $ 25,725 * Less than 0.001% Investments in Marketable Equity Securities Investments in equity securities, such as, marketable securities, are accounted for at its current market value with the changes in fair value recognized in net gain (loss). Investment C was listed and publicly traded on Nasdaq Stock Exchange. Investments in Non-Marketable Equity Securities Investments in non-marketable equity securities consist of investments in limited liability companies in which the Company’s interests are deemed minor and long-term, strategic investments in companies that are in various stages of development. These investments do not have readily determinable fair values and, therefore, are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. Management assesses each of these investments on an individual basis, subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage. The Company is not required to determine the fair value of these investments unless impairment indicators existed. When an impairment exists, the investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense), net. Fair value is estimated using the best information available, which may include cash flow projections or other available market data. Notes: (a) On February 5, 2024, the Company entered into a purchase and sale agreement with an independent third party to sell all of its equity interest in Investment F for a purchase price of approximately $ 2.15 million and the transaction was completed on February 19, 2024. F- 40 (b) In connection with the Merger Transaction, the Company held a 56.93 % equity interest in Bare Knuckle Fighting Championships, Inc. (“BKFC”) as of December 31, 2024. BKFC is a licensed combat sports platform that stages live and streaming bareknuckle fighting events featuring established professionals in boxing, mixed martial arts, kickboxing and Muay Thai. Notwithstanding the Company’s majority equity ownership, the Company determined that it did not have a controlling financial interest and significant influence in BKFC, as it lacked the power to direct the activities that most significantly impact BKFC’s economic performance. Based on an evaluation of BKFC’s governance structure, contractual arrangements, and actual operating practices, strategic, operational, and financing decisions are all directed by BKFC’s founder, and BKFC operates independently of the Company. Accordingly, the Company accounted for its investment in BKFC as a non-marketable equity security measured at cost less impairment in accordance with ASC 321, Investments — Equity Securities . (c) In September 2024, the Company subscribed 285,353 Class C Units of Investment H, a Nevada limited liability private company, representing a 3.79 % equity interest of Investment H as of transfer date, for a non-cash consideration of approximately $ 18.5 million. The consideration was payable by the issuance of 3.56 million shares of ordinary shares of AGBA at the current market value of 5.18 per share. Accordingly, the Company accounted for its investment in Investment H as a non-marketable equity security measured at cost less impairment in accordance with ASC 321, Investments — Equity Securities . (see Note 19(a)(vi)) Subsequently, the Company agreed to transfer all its equity interest in Investment H to a consulting firm for partial settlement of consultancy services (see Note 26(vii)). The following table presents the movement of non-marketable equity securities as of December 31, 2024 and 2023: As of December 31, 2024 2023 Balance at beginning of year $ 25,725 $ 34,590 Additions 18,457 289 Disposal ( 2,152 ) — Adjustments: Downward adjustments ( 15,971 ) ( 10,093 ) Foreign exchange adjustment ( 604 ) 939 Balance at end of year $ 25,455 $ 25,725 Cumulative unrealized gains and losses, included in the carrying value of the Company’s non-marketable equity securities: As of December 31, 2024 2023 Downward adjustments (including impairment) $ ( 53,318 ) $ ( 37,347 ) Upward adjustments 6,209 6,209 Total $ ( 47,109 ) $ ( 31,138 ) Investment loss, net is recorded as other expense in the Company’s consolidated statements of operations and comprehensive loss and consisted of the following: For the years ended December 31, 2024 2023 Marketable equity securities: Realized gain from sale of Investment C $ — $ 1,544 Non-marketable equity securities: Unrealized losses (including impairment) – Investment F — ( 9,922 ) Unrealized losses (including impairment) – Investment B ( 88 ) ( 171 ) Unrealized losses (including impairment) – Investment H ( 15,883 ) — Dividend income — 1,670 Investment loss, net $ ( 15,971 ) $ ( 6,879 ) During the year ended December 31, 2024, the Company recognized investment loss of approximately $ 16.0 million, primarily related to Investment H. The fair value of Investment H was determined based on recent financing rounds of the investee. The Company evaluated differences in rights and preferences of the securities transacted compared to those held by Company, as well as the timing, volume, and nature of the transactions. Based on this evaluation, the Company concluded that the financing rounds provided observable evidence of fair value under current market conditions. F- 41 NOTE 11 — GOODWILL The following table presents the change in the carrying amount of Goodwill: Social media Sports streaming Total Balance at beginning of year: Goodwill $ — $ — $ — Accumulated impairment losses — — — — — — Change in carrying amounts during the year Addition 1,000,002 5,776 1,005,778 Impairment losses ( 1,000,002 ) ( 5,776 ) ( 1,005,778 ) — — — Balance at end of year: Goodwill 1,000,002 5,776 1,005,778 Accumulated impairment losses ( 1,000,002 ) ( 5,776 ) ( 1,005,778 ) $ — $ — $ — The Company consummated the Merger Transaction pursuant to the Merger Agreement on October 15, 2024, whereby the Company acquired all the equity interest of Triller Corp. (see Note 4). This Merger Transaction gave rise to the Company recognizing approximately $ 1,005.8 million in goodwill as the difference between the consideration of approximately $ 785.7 million and the net liabilities of approximately $ 220.1 million of Triller Corp. as of the acquisition date. Goodwill is assigned to each of the two reporting units — social media and sports streaming. The carrying value of the reporting unit is determined by assigning the assets and liabilities, including the existing goodwill, to the reporting unit. As of December 31, 2024, the Company performed a qualitative and quantitative annual assessment for goodwill impairment. Based on its qualitative analysis, which considered the reporting unit results, projections and industry specific considerations, the Company performed a further revision of the estimates of the fair value of both reporting units. The Company estimates fair value using a discounted cash flow model, which calculates the present value of future expected cash flows of its reporting units with a market-based discount rate. As part of this analysis, the Company also considered the potential impacts of the sensitivity of estimates and assumptions. The material assumptions used for the goodwill annual impairment test were forecasted revenue growth rates, forecasted cash flows from operations, weighted average cost of capital rate and long-term growth rate that reflect the risk inherent in the future cash flows. The Company considered historical rates and current market conditions when determining the discount and growth rates to use in its analyses. The Company applies assumptions that marketplace participants would consider in determining the fair value of its reporting unit. As a result of the impairment assessment, the Company concluded it is uncertain whether it will generate economic benefit in the foreseeable future and that the fair value of each reporting unit is below its carrying value, primarily caused by adverse macroeconomic conditions affecting the Company. The Company recorded impairment loss on goodwill of approximately $ 1,005.8 million for the fiscal year ended December 31, 2024. F- 42 NOTE 12 — INTANGIBLE ASSETS, NET Intangible assets, net consisted of the following: Social media Sports streaming Financial services Trademarks and trade names Customer relationships – business enterprises Customer relationships – consumer subscriptions Software Total At cost: $ 240 $ 436 $ 235 $ 464 $ 1,375 Less: Accumulated amortization ( 10 ) ( 45 ) ( 25 ) ( 95 ) ( 175 ) Less: Accumulated impairment losses ( 230 ) ( 391 ) ( 210 ) ( 369 ) ( 1,200 ) Intangible assets, net $ — $ — $ — $ — $ — The software was purchased from a system vendor in Hong Kong and amortized on a straight-line basis over its estimated useful lives. The Company also acquired other intangible assets in the Merger Transaction (see Note 4). These intangible assets are recognized at their estimated fair values as of the acquisition date: (i) Trademarks and trade names: Fair value was determined using the relief-from-royalty method by applying a royalty rate to forecasted revenue under the trade name. Significant assumptions included forecasted revenues, royalty rates derived from comparable licensing arrangements and discount rates reflecting the risk of the cash flows. (ii) Customer relationships – business enterprises: Fair value was determined using incremental profit method, which measured present values of the cash flows with the existing customers in place over the period of time. Significant assumptions included projected revenues attributable to existing customers, retention rates, and discount rates consistent with the risk profile of the assets. (iii) Customer relationships – consumer subscriptions: Fair value was determined using cost approach. This method estimates the fair value based on the expected cost to recreate the existing subscriber base and relies on assumptions regarding the average acquisition cost per-subscriber. Amortization expense for the year ended December 31, 2024 was approximately $ 0.17 million on a straight-line basis over the estimated useful lives of the assets. As of December 31, 2024, the Company considered there is uncertainty on future profit generation and performed impairment assessment on intangible assets and other non-current assets. Fair value is determined primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset groups under review, discounted at a rate commensurate with the risk involved (see Note 11). The Company concluded the carrying amount derived from the anticipated undiscounted cash flows from the asset groups is less than its carrying amount, primarily caused by adverse macroeconomic conditions affecting the Company. During the year ended December 31, 2024, the Company recorded impairment loss on intangible assets of approximately $ 1.2 million in the other expense, net in the consolidated statements of operations and comprehensive loss. NOTE 13 — PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following: As of December 31, 2024 2023 As cost: Building $ — $ 1,886 Furniture, fixtures and equipment 40 40 Computer equipment 243 243 Motor vehicles — 109 283 2,278 Less: accumulated depreciation and impairment ( 283 ) ( 557 ) Property and equipment, net $ — $ 1,721 Depreciation expense for the years ended December 31, 2024 and 2023 was approximately $ 0.1 million and $ 0.3 million, respectively. During the year ended December 31, 2024, the Company recorded a full impairment charge of approximately $ 0.1 million on property and equipment due to uncertainty of future revenue generation in Hong Kong. On October 31, 2024, the Company entered into a preliminary sales and purchase agreement with an independent third party to sell an office premise with a cash consideration of approximately $ 1.6 million. The transaction completed in February 2025. As of December 31, 2024, the carrying value of the office premises was approximately $ 2.0 million and recorded as assets held for sale in the consolidated balance sheet. NOTE 14 — ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES Accounts payable and other current liabilities consisted of the followings: As of December 31, 2024 2023 Accounts payable $ 53,752 $ 5,937 Provision for potential litigation expense 22,962 832 Music contingencies 23,793 - Accrued professional expenses 28,627 10,471 Redemption liability 7,298 - Loan interest payable 3,489 9 Loan interest payable – related party 1,251 - Accrued payroll 2,636 1,071 Other accrued liabilities 7,344 1,434 Total $ 151,152 $ 19,754 F- 43 NOTE 15 — BORROWINGS The borrowings consisted of the followings: As of December 31, 2024 2023 Mortgage borrowings (a) $ 868 $ 1,805 Short-term loans (b) 11,642 — Short-term loans, related parties (c) 29,181 5,000 Factoring loan (d) 197 — Total $ 41,888 $ 6,805 Notes: (a) Mortgage Borrowings In February 2023, the Company obtained a mortgage loan of approximately $ 1.8 million (equivalent to HK$ 14.0 million) from a finance company in Hong Kong, which bears an average interest rate at 13.75 % per annum and becomes repayable in February 2024. The loan was pledged by a fixed charge on an office premise owned by the Company. As of December 31, 2024, the carrying value of the loan is approximately $ 0.9 million. On October 31, 2024, the Company entered into a preliminary sales and purchase agreement with an independent third party to sell the office premises with a cash consideration of approximately $ 1.6 million. The transaction is completed in February 2025. In July 2024, the Company partially settled approximately $ 0.8 million, including approximately $ 0.02 million interest expense (equivalent to principal and interest of approximately HK$ 6.0 million and HK$ 0.15 million, respectively). The remaining principal and accrued interest are settled in February and June 2025. (b) Short-term Loans In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, which includes the short-term notes assumed at an aggregate principal amount of $ 11.0 million issued to various lenders (collectively, the “Short-term Loans”). The Short-term loans mature at various dates within the next twelve months and are included as current liabilities in the accompanying consolidated balance sheets. The Company incurred approximately $ 2.0 million in interest expense and made aggregate payments of approximately $ 4.1 million toward the various short-term loans during the year ended December 31, 2024. As of December 31, 2024, the aggregate outstanding principal and accrued interest was approximately $ 14.5 million. On November 27, 2024, the Company also obtained a short-term loan of approximately $ 0.6 million from an independent third party in Hong Kong with a fixed interest rate of 6 % per annum, repayable on December 31, 2024. The loan is unsecured and the fixed interest rate will increase to 15 % per annum if there is any default on repayment. As of the date of issuance of these consolidated financial statements, the Company has not repaid the amount due and considered default of settlement. (c) Short-term Loans, Related Parties In September 2023, the Company obtained short-term loans of approximately $ 5.0 million from Giant Wisdom Ventures Limited, a company controlled by its controlling stockholder, which bears interest at a fixed rate of 12 % per annum, repayable in October 2023. The borrowing is secured by a lien on the partial equity interest in Investment D owned by the Company. In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, which includes the borrowing entered with DeSilva 2000 Living Trust, a company controlled by the director of its subsidiaries, for a principal of approximately $ 0.2 million with a fixed interest rate of 1.85 % per annum. In October 2024, the Company entered a loan facility agreement with TAG Holdings Limited, its stockholder and immediate holding company, for borrowings up to $ 30.0 million. The loan is unsecured, repayable on demand and bears interest at a fixed rate of 6 % per annum. As of December 31, 2024, the outstanding loan balance was approximately $ 18.4 million. On October 16, 2024, Triller Corp. entered a short-term loan agreement with Giant Wisdom Ventures Limited, a company controlled by its controlling stockholder, for a principal of approximately $ 5.0 million with a fixed interest rate of 18 % per annum. The loan is guaranteed by Triller Group and is collateralized by 5,000,000 shares of BKFC common stock. Both principal and accrued interest are due on January 16, 2025. In the event of a default, the interest rate increases to 21 % per annum. As of December 31, 2024, the aggregate outstanding principal and accrued interest was approximately $ 5.2 million. In November and December 2024, the Company obtained aggregate short-term loans of approximately $ 0.5 million from the Company’s Chief Operating Officer with a fixed interest rate of 6 % per annum, repayable on December 31, 2024. The loans are unsecured and the fixed interest rate will increase to 15 % per annum if there is any default on repayment. (d) Factoring loan In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp.’s subsidiary, Flipps Media Inc. (“Flipps”), which included certain sale of future receipts agreements (the “Agreements”) entered with certain third-party financing companies in October 2024. Pursuant to the Agreements, Flipps sold its future receipts of approximately $ 0.6 million for a principal amount of approximately $ 0.4 million. Flipps recorded a debt discount of approximately $ 0.03 million for the loan origination fees. The debt discount was amortized over the term of the loans with a range of four to twelve-month periods. The agreed weekly payment was approximately $ 0.03 million. As of December 31, 2024, the outstanding principal balance, net of debt discount, was approximately $ 0.2 million. F- 44 NOTE 16 — CONVERTIBLE DEBTS, NET (i) TFI Note In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, which includes convertible notes issued to Total Formation Inc. (“TFI”), stockholder of the Company and company controlled by its controlling stockholder, with a total principal balance of approximately $ 35.3 million and fair value of approximately $ 46.3 million (the “TFI Note”) as of the Acquisition Date. The TFI Note bears 15 % annual interest and payable on demand by TFI at any time on or after August 1, 2024. The Company may prepay any amount owed under the note in whole or in part at any time without penalty or premium, plus unpaid accrued interest as of the date of such repayment. In the event that the Company fails to pay any amount due under this note when due or if the Company commences any case, proceeding, or other action relating to bankruptcy, insolvency, or reorganization, these events will constitute an event of default. An event of default will result in TFI having the option, by written notice to the Company, to declare the entire principal amount, together with all accrued but unpaid interest, payable immediately. If any amount payable under this TFI Note is not paid when due, such overdue amount shall bear interest at the default rate of 16 % from the date of such non-payment until such amount is paid in full. As of December 31, 2024, the TFI Note was reported at a fair value of approximately $ 46.3 million and is included in convertible debts under current liabilities in the consolidated balance sheets. For the period from the Acquisition date through December 31, 2024, the Company recognized a gain of approximately $ 5.8 million on the change in fair value of convertible debts in the accompanying consolidated statements of operations and comprehensive loss. As of the date of issuance of these consolidated financial statements, the Company has not repaid the amount due and considered default of settlement. (ii) Exchangeable Note On October 16, 2024, the Company issued an exchangeable note of approximately $ 5.4 million to Giant Wisdom Ventures Limited which bears interest at a fixed rate of 15 % per annum and mature on January 16, 2025. The note is secured by a pledge of 5,000,000 shares of common stock of BKFC owned by the Company. As of December 31, 2024, the fair value of the note is approximately $ 6.8 million. As of the date of issuance of these consolidated financial statements, the Company has not repaid the amount due and considered default of settlement. (iii) Convertible Promissory Note - Yorkville On April 25, 2024, the Company entered into an amended and restated standby equity purchase agreement (the “First A&R SEPA”) with YA II PN, LTD (“Yorkville”), a Cayman Islands exempt limited partnership, and Triller Corp. In connection with the A&R SEPA, Yorkville agreed to an advance to the Triller Corp in the form of convertible promissory notes in a principal amount up to approximately $ 8.51 million (the “First Pre-Paid Advance”). The First Pre-Paid Advance amounted to 94.0 % of the principal amount to be drawn down. Interest shall accrue on the outstanding balance at an annual rate of 5 %, subject to an increase to 18 % upon an event of default as described in the agreement. The maturity date is 12 months after its issuance date. On June 28, 2024, the Company, Triller Corp and Yorkville entered into the Second A&R SEPA to modify the First A&R SEPA dated April 25, 2024. Pursuant to the Second A&R SEPA, Yorkville provides to the Company financing in the principal amount of $ 25 million (the “Second Pre-Paid Advance”) in the form of an additional convertible promissory note, subject to the same terms in interest charge and maturity under the First Pre-Paid Advance. The Second Pre-Paid Advance is amounted to 94.0 % of the principal amount to be drawn down. Pursuant to the Amended and Restated Pledge Agreement dated June 28, 2024 (the “Triller Pledge Agreement”), 3,000,000 shares of common stocks of BKFC held by Triller Corp. were pledged as collateral. Yorkville may convert the First Pre-Paid Advance and Second Pre-Paid Advance into the common shares at any time after the Merger at a fixed conversion price equal to (i) the principal amount and interests, divided by (ii) the determination of the lower of (a) 100 % of the volume weighted average price (“VWAP”) during the ten trading days preceding the closing date of the Merger (the “Fixed Price”), or (b) 92.5 % of the lowest daily VWAP during the 10 consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Price”), provided that the Variable Price shall not be lower than the Floor Price. The “Floor Price”, solely with respect to the Variable Price, shall be equal to (i) a price equal to 40 % of the average of the VWAPs during the ten ( 10 ) trading days immediately preceding the closing date of the Merger, and (ii) from and after the date of effectiveness of the initial registration statement, 40 % of the VWAP of the trading day immediately prior to the date of effectiveness of the initial registration statement, if such price is lower than the price in part (i) of this sentence. F- 45 On July 2, 2024, the Company received approximately $ 23.35 million, net of approximately $ 0.15 million legal and professional fee as direct issuance costs incurred in arranging the Second A&R SEPA, from Yorkville. As of December 31, 2024, the Company issued convertible promissory notes in an aggregate of approximately $ 33.51 million to Yorkville. On June 20, 2025, Yorkville effected a foreclosure under the Triller Pledge Agreement. Consequently, the Company transferred 3,000,000 shares of common stock of BKFC, previously pledged by Triller Corp. as collateral, to Yorkville in June 2025. (see Note 26(xi)) Common Warrants to Yorkville Also, pursuant to the First A&R SEPA and Second A&R SEPA, the Company issued a warrant (the “Common Warrant”) to Yorkville to purchase up to a number of shares of common stock of the Company equal to 25 % of the principal amount of the aggregated pre-paid advances divided by a price equal to the Fixed Price, each such Common Warrant with an exercise price equal to the Fixed Price. On June 28, 2024, the Company issued 1,431,561 common warrants to Yorkville at a fixed exercise price of $ 5.85 per share (see Note 17). The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815 and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own shares and is therefore not afforded equity treatment. The Company recorded amortization of debt discount and direct issuance costs and accrued interest of convertible promissory notes payable in interest expense in the consolidated statements of operations and comprehensive loss of approximately $ 2.2 million and $ 0.9 million for the year ended December 31, 2024, respectively. On November 26, 2024, Yorkville initiated litigation against Triller, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings Limited (“Defendants”) by filing a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the “Motion”), seeking a judgment finding Defendants liable for all amounts allegedly owed under the convertible promissory note, including interest, plus costs, legal fees, and expenses incurred by Yorkville (see Note 25). As of the date of issuance of these consolidated financial statements, the Company has not repaid the amount due and considered default of settlement. NOTE 17 — WARRANTS In connection with the Merger Transaction aforementioned in Note 4, the exercise prices for, and the shares underlying, all previously outstanding public warrants (“AGBA Public Warrants”), Class A warrants (“AGBA Class A Warrants”), and common warrants (“AGBA Common Warrants”) (collectively, “AGBA Warrants”) issued by AGBA were adjusted in accordance with the terms of such warrant instruments to reflect the previously announced and implemented 1.9365-to-1 Forward Split and 1-for-4 Reverse Split. An equitable adjustment with a combined ratio of 0.5:1 applied to the number of AGBA Ordinary Shares issuable on the exercise of each AGBA Warrants and the warrant price. Upon the closing, all warrants issued by AGBA and Triller Corp. were assigned to and assumed by Triller Group (“Triller Group Warrants”). Accordingly, as of the close of business acquisition on October 15, 2024, each AGBA Public Warrant became one Triller Group Warrant which entitles the holder thereof to purchase 0.25 shares of Triller Group Common Stock at an adjusted exercise price of $ 23.00 per whole share (provided, however, warrants are not exercisable for fractional shares, only whole shares; thereby a warrant holder would need to hold four warrants to yield one share). Each AGBA Class A Warrant and each AGBA Common Warrant became one Triller Group Warrant which entitles the holder thereof to purchase 0.5 shares of Triller Group Common Stock at an adjusted exercise price of two times of the original exercise price per whole share (provided, however, warrants are not exercisable for fractional shares, only whole shares; thereby a warrant holder would need to hold two warrants to yield one share). AGBA Public Warrants started trading on a post-adjustment basis as Triller Group Warrants on October 16, 2024 under the new ticker symbol “ILLRW”. All the warrants and their exercise prices are retroactively restated in effect to the forward stock split and reverse stock split (see Note 19). The Company has issued different classes of warrants, as follows: Equity Classified Warrants (a) Public Warrants Each public warrant entitles the holder thereof to purchase one-quarter (1/4) of one share of common stock at a price of $ 23.00 per full share, subject to adjustment as discussed herein. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares. This means that only an even number of warrants may be exercised at any given time by a warrant holder. Once the warrants become exercisable, the Company may call the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC) for redemption: ● in whole and not in part; ● at a price of $ 0.01 per warrant; F- 46 ● upon a minimum of 30 days’ prior written notice of redemption, ● if, and only if, the last sales price of the common stock equals or exceeds $ 16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, the management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of common stock equal to the quotient obtained by dividing (x) the product of the number of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of its common stock at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances. The public warrants qualify for the derivative scope exception under ASC 815 and are therefore presented as a component of stockholders’ (deficit) equity on the consolidated balance sheets without subsequent fair value re-measurement. As of December 31, 2024 and 2023, there were 4,600,000 public warrants of Triller Group Warrants outstanding. (b) Replacement Warrants On October 15, 2024, pursuant to the Merger Agreement, the Company issued 14,811,260 Triller Group Replacement Warrants to replace Triller Corp. warrants. Each replacement warrant entitles the holder thereof to purchase one share of common stock at a price ranges from approximately $ 0.03 to $ 26.70 per full share, subject to adjustment as discussed herein. The replacement warrants may be exercised in full or in part during the exercise period from the issue date to 2035. The holders will have the option to exercise warrants on a “cashless exercise.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the volume average reported last sale price of the shares for the 10 trading days prior to the exercise date. As of December 31, 2024 and 2023, there were 14,811,260 and nil replacement warrants of Replacement Warrants outstanding, respectively. F- 47 Liability Classified Warrants (a) Warrant - Class A On May 2, 2024, the Company issued 3,557,932 shares of common stock and the associated warrants to purchase up to 734,920 shares of common stock at a purchase price of $ 1.45 per share under the private placement, to an institutional investor, a director, officers and employees of the Company. The subscribers in private placement will receive one Warrant – Class A for every five shares of common stock subscribed. Each Warrant – Class A entitles the holder to purchase 0.5 share of common stock at an exercise price of $ 2.00 per share and shall be exercised with more than $ 500 ,000 per tranche. The warrants will be exercisable six months after the issuance date for a period of five years after the exercise date. As of December 31, 2024 and 2023, there were 1,469,840 and nil Warrants - Class A of Triller Group Warrants outstanding, respectively, with aggregate value of approximately $ 1.0 million and nil , respectively. (b) Common Warrants On June 28, 2024, the Company issued 1,431,561 common warrants to Yorkville, in connection with the Second A&R SEPA (see Note 16). Each common warrant entitles the holder to purchase 1 share of common stock with an exercise price of $ 5.85 per share. As of December 31, 2024 and 2023, there were 1,431,561 and nil common warrants of Triller Group Warrants outstanding, respectively. The Company has accounted for and presented Warrant – Class A and Common Warrants as liabilities on the consolidated balance sheets, in accordance with ASC 480. The fair value of the warrant liabilities is valued by an independent valuer using a Binominal pricing model. The warrant liabilities were classified as Level 3 due to the use of unobservable inputs. The key inputs into the Binominal pricing model were as follows at their measurement dates: As of December 31, 2024 Common Warrants Warrants – Class A Input Share price $ 2.38 $ 2.38 Risk-free interest rate 4.38 % 4.37 % Volatility 52.67 % 52.71 % Exercise price $ 5.85 $ 2.00 Warrant remaining life (years) 4.49 4.84 F- 48 NOTE 18 — OPERATING LEASES The Company has entered into a commercial operating lease with an independent third party for the use of an office in Hong Kong. The lease has an original term exceeding 1 year, but not more than 3 years with an option to renew a further term of 3 years. The operating leases are included in “Right-of-use asset, net” on the consolidated balance sheets and represents the Company’s right to use the underlying assets during the lease term. The Company’s obligation to make lease payments are included in “Operating lease liabilities” on the consolidated balance sheets. Supplemental balance sheet information related to the operating lease was as follows: As of December 31, 2024 2023 Operating lease: Right-of-use asset $ 12,626 $ 12,512 Less: accumulated amortization and impairment ( 12,626 ) ( 1,004 ) Right-of-use asset, net $ — $ 11,508 Lease liabilities: Current lease liabilities $ 1,867 $ 1,229 Non-current lease liabilities 807 10,646 Total lease liabilities $ 2,674 $ 11,875 Operating lease expense for the years ended December 31, 2024 and 2023 was approximately $ 2.6 million and $ 1.5 million, respectively. F- 49 In December 2024, the Company assessed that due to change of operation strategy in its financing service business, the Company believes that the right-of-use asset may not generate economic benefits in the foreseeable future. The Company considered it is reasonably certain not to exercise the renewal option and remeasured the right-of-use assets and corresponding lease liabilities as of the effective date of modification. The Company recorded a reduction in operating right-of-use assets and lease liabilities of approximately $ 8 million for the year ended December 31, 2024. Consequently, the Company recorded impairment on right-of-use asset of approximately $ 1.7 million during the year ended December 31, 2024. Other supplemental information about the Company’s operating lease as of December 31, 2024 and 2023 are as follow: As of December 31, 2024 2023 Weighted average discount rate 5.25 % 6.58 % Weighted average remaining lease term (years) 1.42 5.42 Maturities of operating lease liabilities as of December 31, 2024 were as follows: For the year ending December 31, Operating lease 2025 $ 1,952 2026 814 Total minimum lease payments 2,766 Less: imputed interest ( 92 ) Total operating lease liabilities $ 2,674 NOTE 19 — STOCKHOLDERS’ (DEFICIT) EQUITY (a) Common Stock To date, the Company’s common stock is currently traded on the Expert Market of Over-the-Counter Markets Group under the symbol “ILLR”, which was previously traded on the Nasdaq Capital Market under the symbol “AGBA” or “ILLR”. As of December 31, 2023, the Company has authorized shares of 1,000,000,000 common stocks with a par value of $ 0.001 per share. On September 19, 2024, the stockholders of the Company approved the amendment to the Company’s Fifth Amended and Restated Memorandum and Articles of Association to increase the number of authorized common stock of the Company from 1,000,000,000 shares to 1,500,000,000 shares. On October 1, 2024, the Company effected a 1.9365-to-1 forward stock split (the “Forward Split”), resulting in an increase in the total number of authorized common stocks from 1,500,000,000 to 2,904,753,145 , an increase in the outstanding ordinary shares from 97,736,035 shares to 189,265,804 shares and a reduction of par value from $ 0.001 to $ 0.000516395 per share. Further, on October 15, 2024, immediately prior to the completion of the redomiciliation and Merger Transaction, the Company effected a 1-for-4 reverse stock split (the “Reverse Split”), resulting in the proportional adjustments to the par value of the ordinary shares, the authorized number of ordinary shares, and the number of outstanding ordinary shares. Proportional adjustments were also made to all outstanding stock options, warrants, and common warrants in accordance with their respective terms. The Reverse Split did not change the par value of the Company’s common stock or the authorized number of shares. All fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock. All share and warrant numbers and per share amounts are retroactively presented in this Form 10-K to reflect the impact of the Forward Split and the Reverse Split as if they had taken effect on January 1, 2023. On October 15, 2024, the Company changed its legal jurisdiction from British Virgin Islands to the State of Delaware. As of December 31, 2024 and to date, the Company has authorized share capital of 150,000,000,000 common stocks with a par value of $ 0.001 per share. As of December 31, 2023, the number of authorized common stock has been retroactively adjusted to 484,125,000 to reflect the impact of Forward Split and Reverse Split. F- 50 As of December 31, 2024, the Company has 138,143,817 shares of common stock issued and outstanding with below movement: (i) 167,586 shares of common stock to the directors and officers of the Company under the Share Award Scheme (the “Scheme”), whose shares were vested in 2023. (ii) 8,079,002 shares of common stock to a director, officers and employees of the Company to compensate for the contributions of their services and performance. (iii) 3,157,068 shares of common stock to certain consultants to compensate their services rendered which included 636,899 shares issued to a related company owned by the former Chairman of the Company for advisory services. As of December 31, 2024, the unrecognized deferred equity compensation amounting to approximately $ 6.4 million was recorded and will be amortized over the remaining service period. (iv) 484,125 shares of common stock to Apex Twinkle Limited to partially settle the finder fee payable. (v) 3,557,932 shares of common stock and the associated warrants to purchase 734,920 shares of common stock at a purchase price of $ 1.45 per share under the private placement, to an institutional investor, a director, officers and employees of the Company, on May 2, 2024. Among 3,557,932 shares of common stock, in December 2023, the Company received gross proceeds of approximately $ 1.9 million from an institutional investor in exchange of 1,279,688 shares of common stock and settled the accrued salaries of approximately $ 1.2 million with an aggregate of 859,564 shares of common stock to a director, officers and employees of the Company. The remaining 1,418,680 shares of common stock were issued to a director of the Company. (vi) 3,558,319 shares of common stock to stockholder of Investment H in September 2024 with the aggregate fair value of approximately $ 18.5 million, at the market value of $ 2.51 per share in exchange of 285,353 of Class C units of Investment H, equal to 3.79 % of its equity interest as of transfer date. (see Note 10(c)) (vii) 1,306,970 shares of common stock to the directors and officers for the settlement of the accrued salaries and salaries incurred during the year. (viii) 290,475 shares of common stock to the independent directors of the Company under the 2024 Equity Incentive Plan. F- 51 (ix) 480,426 shares of common stock to Yorkville as a commitment fee pursuant to A&R SEPA. (see Note 16(iii)) (x) 83,468,631 shares of common stock to the Triller Corp stockholders in connection with the Merger Transaction. (see Note 4) (xi) 183,815 shares of common stock for settlement of claims that related to the affairs of Triller Corp. prior to the Closing date with common stock held in escrow. (see Note 4) (xii) 168,477 fractional shares of common stock resulting from rounding up to whole shares upon the effectiveness of Reverse Split. There were 138,143,817 and 33,240,991 shares of common stock issued and outstanding, as of December 31, 2024 and 2023, respectively. To the date of the accompanying consolidated financial statements issued, there were 197,266,991 shares of common stock issued and outstanding. The subsequent issuance of substantial number of common stocks is listed from (i) to (vii) in Note 26. For the years ended December 31, 2024 and 2023, the Company recorded approximately $ 77.8 million and $11.2 million stock-based compensation expense, respectively which is included in the personnel and benefit expense and legal and professional fee in the consolidated statements of operations and comprehensive loss. (b) Preferred Stock On October 15, 2024, the Company filed its articles of incorporation with the Secretary of State of Delaware, to authorize shares of preferred stock and provide that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. As of December 31, 2024 and to date, the Company has authorized a total of 100,000,000 shares of preferred stock with a par value of $ 0.001 per share. Of this amount the Company has authorized 50,000,000 shares and 50,000,000 shares to two classes of preferred stock, Series A-1 Preferred Stock and Series B Preferred Stock, respectively. A description of each class of preferred stock is listed below: Series A-1 Preferred Stock The Company designated up to 11,803,398 shares as Series A-1 Preferred Stock, with a par value of $ 0.001 per share. Each share of Series A-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of common stock. In connection with the Merger Transaction, 11,801,804 shares of Series A-1 Preferred Stock are issued to the holders of Triller Corp. preferred stock and 11,801,804 shares of Series A-1 Preferred Stock are to be issued to dom Ventures Limited. There were 11,801,804 and nil shares of Series A-1 Preferred Stock issued and outstanding as of December 31, 2024 and 2023, respectively. Series B Preferred Stock The Company designated up to 35,000 shares of Series B Preferred Stock, with a par value of $ 0.001 per share. Each share of Series B Preferred Stock shall be entitled to 10,000 votes for each share of Series B Preferred Stock held by such holder. In connection with the Merger Transaction, the Company issued an aggregate of 30,851 shares of super voting Series B preferred stock of the Company (the “Super Voting Shares”) to Green Nature Limited (“GNL”), a company controlled by the controlling stockholder of the Company, with each Super Voting Share entitled to 10,000 votes on all matters. There were 30,851 and nil shares of Series B Preferred Stock issued and outstanding as of December 31, 2024 and 2023, respectively. F- 52 (c) Preferred Stock To Be Issued There were 11,801,804 shares of Series A-1 preferred stock to be issued in connection with the Merger Transaction which were subsequently settled with 11,807,332 common stocks in March 2025 (see Note 4). (d) Common Stock To Be Issued As of December 31 ,2024, the Company has committed to issue common stocks as compensation for services: (i) 9,682,500 common stocks to a consultant under a consulting agreement. (ii) 5,340,211 common stocks to directors, officers and employees under equity incentive plans for their service and performance There were 15,022,711 and 2,350,081 shares of common stock to be issued, as of December 31, 2024 and 2023, respectively. (e) Common Stock Held In Escrow There were 24,206,246 shares of common stock deposited into an escrow account in the name of the Company, acting as escrow agent, in connection with the Merger Transaction (see Note 4). During the year ended December 31, 2024, 183,815 shares of common stock held in escrow are transferred out to settle claims that relate to the affairs of Triller Corp. prior to the Closing date. There were 24,022,431 and nil shares of common stock held in escrow issued and outstanding as of December 31, 2024 and 2023, respectively. (f) Forgiveness of Amount Due to Stockholder During the years ended December 31, 2024 and 2023, stockholder of the Company agreed to forgive a debt of nil and approximately $ 12.6 million , in aggregate, respectively representing certain amounts due to it and treat as additional paid-in capital. (g) 2023 Share Award Scheme (the “Share Award Scheme”) Pursuant to the Share Award Scheme, the Company filed S-8 registration statement to register up to 5,652,352 shares of common stock on February 24, 2023. The fair value of the common stock granted during the period is measured based on the closing price of the Company’s common stocks as reported by Nasdaq Exchange on the date of grant. For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the consolidated statements of operations and comprehensive loss. As of December 31, 2024, 14,556 shares of common stock are available to issue under the Share Award Scheme. F- 53 Restricted Share Units (“RSUs”) In December 2022, the Company approved and granted 2,420,625 shares of common stock as RSUs to employees and consultants as additional compensation under the Scheme. These RSUs typically will be vested over one to four years period from 2023 to 2026. For the RSUs, the fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid. The Company has assumed 10 % forfeitures. On January 22, 2024 and June 18, 2024, the Company issued 161,775 and 5,811 shares of common stock, respectively, to the directors and officers of the Company under the Scheme, whose shares were vested in 2023. During the year ended December 31, 2024 and 2023, the Company recorded approximately $ 0.8 million and $1.9 million stock-based compensation expense, respectively which is included in the personnel and benefit expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2024, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $ 0.5 million. They are expected to be recognized over the weighted average period of 0.89 years. A summary of the activities for the Company’s RSUs as of December 31, 2024 and 2023 is as follow: As of December 31, 2024 2023 Number of RSUs Weighted Average Grant Price Number of RSUs Weighted Average Grant Price Outstanding, beginning of year 634,072 $ 5.09 2,420,625 $ 5.09 Granted — $ — ( 167,770 ) $ — Vested ( 95,525 ) $ 5.09 ( 1,618,783 ) $ 5.09 Forfeited ( 149,864 ) $ 5.09 — $ — Outstanding, end of year 388,683 $ 5.09 634,072 $ 5.09 (h) 2024 Equity Incentive Plan Pursuant to the 2024 Equity Incentive Plan (the “2024 Plan”), the Company filed S-8 registration statement to register 7,746,000 and 30,998,400 shares of common stock on August 29, 2024 and November 27, 2024, respectively. The fair value of the common stock granted during the period is measured based on the closing price of the Company’s common stock as reported by Nasdaq Exchange on the date of grant. For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the consolidated statements of operations and comprehensive loss. As of December 31, 2024, 24,508,411 shares of common stock are available to issue under the 2024 Plan. RSUs previously held by Triller Corp. (“Triller RSUs”) In connection with the Merger Transaction, the Company approved the conversion of all RSUs under Triller Corp. into 17,004,025 shares of common stocks of the Company as RSUs to certain employees, and the reservation of an aggregate of 17,004,025 shares of common stocks for future issuance upon the vesting of the RSUs. Triller RSUs typically will be vested over one to three years period from 2025 to 2027. The fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid. During the year ended December 31, 2024 and 2023, the Company recorded approximately $ 20.3 million and nil stock-based compensation expense, respectively which is included in the personnel and benefit expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2024, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $ 74.9 million. They are expected to be recognized over the weighted average period of 1.29 years. F- 54 A summary of the activities for the Triller RSUs as of December 31, 2024 and 2023 is as follow: As of December 31, 2024 2023 Number of RSUs Weighted Average Grant Price Number of RSUs Weighted Average Grant Price Outstanding, beginning of year — $ — — $ — Granted 17,004,025 $ 5.60 — $ — Outstanding, end of year 17,004,025 $ 5.60 — $ — Share Incentive (the “Incentive Scheme”) During the year ended December 31, 2024, an aggregate of 16,266,600 shares were granted to the former chairman, directors and officers of the Company and vested upon closing of the Merger Transaction. Among these, 4,841,250 were vested monthly in equal instalments over next two years from the Closing Date. The fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid. The Company issued 6,584,100 shares of common stock to the directors and officers of the Company, whose shares were vested in 2024. During the year ended December 31, 2024 and 2023, the Company recorded approximately $ 40.8 million and nil stock-based compensation expense, respectively which is included in the personnel and benefit expenses in the consolidated statements of operations and comprehensive loss. As of December 31, 2024, total unrecognized compensation remaining to be recognized in future periods for Incentive Scheme totaled approximately $ 11.3 million. They are expected to be recognized over the weighted average period of 0.96 years. A summary of the activities for the Incentive Plan as of December 31, 2024 and 2023 is as follow: As of December 31, 2024 2023 Number of Shares Weighted Average Grant Price Number of Shares Weighted Average Grant Price Outstanding, beginning of year — $ — — $ — Granted 16,266,600 $ 3.68 — $ — Vested ( 11,828,788 ) $ 3.68 — $ — Outstanding, end of year 4,437,812 $ 3.68 — $ — NOTE 20 — OPERATING EXPENSES Personnel and Benefit Expense Personnel and benefit expense mainly consisted of salaries and bonus paid and payable to the employees, a portion of which was settled by the issuance of common stock of the Company. During the years ended December 31, 2024 and 2023, the Company recorded approximately $ 84.9 million and $ 27.2 million personnel and benefit expense, of which approximately $ 67.7 million and $ 3.3 million was stock-based related, respectively. Other General and Administrative Expenses The Company incurred different types of expenditures under other general and administrative expenses. They primarily consist of depreciation and amortization, allowance for expected credit losses, legal and professional fees, and management fee expenses which are allocated for certain corporate office expenses. During the years ended December 31, 2024 and 2023, the Company recorded approximately $ 36.5 million and $ 24.5 million other general and administrative expenses, respectively. F- 55 NOTE 21 — NET LOSS PER SHARE As the Company reported a net loss for the years ended December 31, 2024 and 2023, it was required by ASC 260 to use basic weighted-average shares outstanding when calculating diluted net loss per share for the years ended December 31, 2024 and 2023, as the potential dilutive securities are anti-dilutive. For the years ended December 31, 2024 2023 Numerator: Net loss $ ( 1,138,036 ) $ ( 49,206 ) Denominator: Weighted average shares outstanding - Basic and diluted 62,956,073 31,596,610 Net loss per share - Basic and diluted $ ( 18.08 ) $ ( 1.56 ) For the years ended December 31, 2024 and 2023, diluted weighted average common stock outstanding is equal to basic weighted average common stock, due to the Company’s net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive. NOTE 22 — INCOME TAX EXPENSE The provision for income tax expense consisted of the following: For the years ended December 31, 2024 2023 U.S. $ — $ — Other than U.S. — 287 Income tax expense $ — $ 287 For the years ended December 31, 2024 2023 Current tax $ — $ 332 Deferred tax — ( 45 ) Income tax expense $ — $ 287 F- 56 The Company’s subsidiaries mainly operate in Hong Kong and the U.S. that are subject to taxes in the jurisdictions in which they operate, as follows: British Virgin Islands The Company’s subsidiaries are incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their stockholders, no British Virgin Islands withholding tax will be imposed. Hong Kong The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the income tax rates ranging from 8.25 % to 16.5 % on the assessable income arising in Hong Kong during its tax year. For the years ended December 31, 2024 and 2023, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable tax rate for the first HK$ 2 million of assessable profits is 8.25 % and assessable profits above HK$ 2 million will continue to be subject to the rate of 16.5 % for corporations in Hong Kong, effective from the year of assessment 2018/2019. United States of America Upon the domiciliation from the British Virgin Islands to the State of Delaware, the Company is subject to the federal income tax rate of 21 %. The reconciliation of income tax rate to the effective income tax rate based on loss before income tax expense for the years ended December 31, 2024 and 2023 are as follows: For the years ended December 31, 2024 2023 Loss before income taxes $ ( 1,138,036 ) $ ( 48,919 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate ( 187,776 ) ( 8,072 ) Income not subject to taxes ( 7,641 ) ( 2,563 ) Non-deductible items: - Share based compensation 12,833 1,854 - Investment loss 2,635 1,135 - Others (a) 178,777 — Effect of difference tax jurisdiction ( 309 ) — Under provision of prior years — 221 Change in valuation allowance 1,481 7,733 Tax holiday — ( 21 ) Income tax expense $ — $ 287 Note: (a) For the year ended December 31, 2024, other non-deductible expenses mainly consisted of impairment loss on goodwill and other non-current assets. F- 57 The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2024 and 2023: As of December 31, 2024 2023 Deferred tax assets, net: Net operating loss carryforwards $ 10,446 $ 8,909 Less: valuation allowance ( 10,446 ) ( 8,909 ) Deferred tax assets, net: $ — $ — The movement of valuation allowance is as follows: For the years ended December 31, 2024 2023 Balance as of beginning of the year $ ( 8,909 ) $ ( 5,461 ) Additions ( 1,537 ) ( 3,448 ) Balance as of end of the year $ ( 10,446 ) $ ( 8,909 ) As of December 31, 2024 and 2023, the operations incurred approximately $ 61.5 million and $ 54.0 million, respectively of cumulative net operating losses, which can be carried forward to offset future taxable income. Net operating loss can be carried forward indefinitely but cannot be carried back to prior years. There are no group relief provisions for losses or transfers of assets under Hong Kong tax regime. Each company within a corporate group is taxed as a separate entity. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes that it is more likely that not all of these assets will be realized in the future. The valuation allowance is reviewed annually. Uncertain tax positions The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2024 and 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2024 and 2023 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2024. F- 58 NOTE 23 — RELATED PARTY BALANCES AND TRANSACTIONS The table below sets forth major related parties of the Company and their relationships with the Company. Name Relationship with the Company Mr. Tsai Ming Hsing, Richard (“Mr. Tsai”) Controlling stockholder of the Company Mr. Ng Wing Fai (“Mr. Ng”) Chief Executive Officer and Executive Director of the Company Mr. Robert E. Diamond, Jr. (“Diamond”) Former chairman of the Company (resigned on December 12, 2024) Ms. Wong Suet Fai Almond Chief Operating Officer of the Company TAG Holdings Limited Stockholder and immediate holding company of the Company TAG Financial Holdings Limited Company controlled by Mr. Tsai Convoy Financial Services Limited Company controlled by Mr. Tsai Convoy Global Holdings Limited Company controlled by Mr. Tsai Giant Wisdom Ventures Limited Company controlled by Mr. Tsai Green Nature Limited Company controlled by Mr. Tsai Total Formation Inc. Stockholder of the Company and company controlled by Mr. Tsai JFA Capital Investment private funds controlled by Mr. Tsai NSD Capital Investment private funds controlled by Mr. Tsai Atlas Merchant Capital LLC Company controlled by Diamond DeSilva 2000 Living Trust Company controlled by director of subsidiaries of the Company HCMPS Healthcare Holdings Limited Company with common director – Mr. Ng In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by the stockholder. Amounts represent advances or amounts paid in satisfaction of liabilities. (i) Related party balances Related party balances consisted of the following: As of December 31, 2024 2023 Balance with related parties: Accounts receivable (a) $ — $ 1,094 Other current liabilities (b) $ 1,251 $ — Borrowings (c) $ 29,181 $ 5,000 Amount due to stockholder (d) $ — $ 2,906 Long-term investment – Investment E (e) $ 525 $ 523 Convertible debts (f) $ 53,106 $ — (a) Accounts receivable due from related parties represented the management service rendered to two individual close-ended investment private funds registered in the Cayman Islands, which are controlled by the controlling stockholder of the Company. (b) Other current liabilities due to related parties represented the interest payable accrued on the short-term borrowings from four related parties (see Note 15(c)). (c) Borrowings consisted of short-term loans obtained from the Company’s Chief Operating Officer, TAG Holdings Limited, Giant Wisdom Ventures Limited and DeSilva 2000 Living Trust. The amounts were secured, interest-bearing and repayable on demand (see Note 15(c)). F- 59 (d) Amount due to stockholder are those nontrade payables arising from transactions between the Company and TAG Holdings Limited, such as advances made by TAG Holdings Limited on behalf of the Company, advances made by the Company on behalf of TAG Holdings Limited, and allocated shared expenses paid by TAG Holdings Limited. During the years ended December 31, 2024 and 2023, amounts due to stockholder of nil and $ 12.6 million, respectively, were forgiven (see Note 19(f)). (e) In May 2021, the Company purchased 4 % equity interest in HCMPS Healthcare Holdings Limited, which has common director with the Company, based on historical cost. (f) The convertible debts obtained from Total Formation Inc. and Giant Wisdom Ventures Limited. (see Note 16). (ii) Transactions with related parties In the ordinary course of business, during the years ended December 31, 2024 and 2023, the Company involved with transactions, either at cost or current market prices and on the normal commercial terms among related parties. The following table provides the transactions with these parties for the periods as presented (for the portion of such period that they were considered related): For the years ended December 31, 2024 2023 Asset management service income (g) $ - $ 970 Office rental and operating fees (h) $ 4,303 $ 6,040 Legal and professional fees (i) $ 949 $ 333 Interest expense (j) $ 1,024 $ - (g) Under the management agreements, the Company shall provide management service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which are controlled by the controlling stockholder of the Company, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers. (h) Pursuant to the service agreement, the Company agreed to pay the office and administrative expenses to TAG Holdings Limited and Convoy Financial Services Limited for the use of office premises, including, among other things, building management fees, government rates and rent, office rent, and lease-related interest and depreciation that were actually incurred. (i) On September 19, 2023, the Company entered into an advisory services agreement with Atlas Merchant Capital LLC , a company controlled by its former chairman , for a monthly fee of approximately $ 0.8 million. The service will be terminated by either party upon 90 days prior written notice. (j) The interest expense incurred for borrowings from four related parties (see Note 15(c)). Apart from the transactions and balances detailed above and elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented. F- 60 NOTE 24 — RISK AND UNCERTAINTIES The Company is exposed to the following concentrations of risk: (a) Major customers For the years ended December 31, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at year-end dates, are presented as follows: For the year ended December 31, 2024 As of December 31, 2024 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 4,726 17 % $ 141 Customer B $ 3,841 14 % $ — For the year ended December 31, 2023 As of December 31, 2023 Customer Revenues Percentage of revenues Accounts receivable Customer A $ 14,452 27 % $ 1,092 Customer B $ 5,961 11 % $ 61 Customer C $ 5,923 11 % $ 2 (b) Credit risk Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable, loans receivable, and notes receivables. Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. As of December 31, 2024, the Company maintained a total of approximately $ 17.26 million at financial institutions, consisting of approximately $ 15.86 million held in Hong Kong, including a cash balance of approximately $ 1.66 million and escrow funds of approximately $ 14.20 million, of which approximately $ 15.86 million was subject to credit risk, and approximately $ 1.40 million in cash held in the United States. These balances are protected by the Hong Kong Deposit Protection Board, which provides coverage up to a limit of HK$ 0.8 million (approximately $ 0.1 million) if the bank with which an individual/a company hold its eligible deposit fails, effective from October 1, 2024, and the Federal Deposit Insurance Corporation (“FDIC”) in the United States. While management considers these financial institutions to be of high credit quality, it continuously monitors their creditworthiness. F- 61 For accounts receivable and loans and notes receivables, the Company determines, on a continuing basis, the probable losses and sets up an allowance for expected credit losses based on the estimated realizable value. Credit of money lending business is controlled by the application of credit approvals, limits and monitoring procedures. The Company uses internally-assigned risk grades to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all. The Company’s internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as, credit risk scores, collateral and collection history. Individual credit scores are assessed by credit bureau, such as TransUnion. Internal risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security. To minimize credit risk, the Company requires collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness of the collateral valuations on a regular basis. Management believes that these policies effectively manage the credit risk from advances. (c) Economic and political risk The Company’s major operations are conducted in Hong Kong and the United States of America. Accordingly, the political, economic, and legal environments in Hong Kong and the United States of America, as well as the general state of their economies may influence the Company’s business, financial condition, and results of operations. In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these consolidated financial statements. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ and Sterling on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. For the years ended December 31, 2024 and 2023, the Company recorded the foreign exchange loss of approximately $ 0.70 million and foreign exchange gain of approximately $ 0.91 million, respectively, mainly attributable from the long-term investments which are mostly denominated in Sterling. (e) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. F- 62 NOTE 25 — COMMITMENTS AND CONTINGENCIES Contractual Commitments Sale and Purchase Agreement with Sony Life Singapore Pursuant to the agreement dated April 5, 2023, entered with Sony Life Singapore Pte. Ltd. (“SLS”), an independent third party, the Company is committed to purchase 100 % equity interest in Sony Life Financial Advisers Pte. Ltd. for a cash consideration of SGD2.5 million (equivalent to approximately $ 1.88 million). On December 28, 2023, the Company and SLS entered into a second supplementary agreement to extend the closing date of the transaction from December 31, 2023 to March 31, 2024. On March 29, 2024, the Company and SLS entered into a third supplementary agreement to extend the closing date of the transaction from March 31, 2024 to May 9, 2024. Pursuant to the third supplementary agreement, the Company paid SGD0.25 million (equivalent to approximately $ 0.19 million) to SLS as the partial payment to cash consideration on April 12, 2024. On May 9, 2024, the Company and SLS entered into a fourth supplementary agreement to extend the closing date of the transaction from May 9, 2024 to May 20, 2024. On June 18, 2024, the Company and SLS entered into a fifth supplementary agreement to extend the closing date of the transaction from May 20, 2024 to July 31, 2024. Pursuant to the fifth supplementary agreement, the Company paid an aggregate of SGD0. 15 million (equivalent to approximately $ 0.11 million) as the extension fee and indemnification fee in July 2024. On October 3, 2024 and January 30, 2025, the Company and SLS entered into the sixth and seventh supplementary agreements, respectively to extend the closing date of the transaction to February 28, 2025. Subsequently on March 14, 2025, SLS issued a termination notice to terminate the agreement due to the Company’s failure to complete the transaction. On April 21, 2025, the Company and SLS entered into a settlement agreement under which the Company is obligated to pay SLS a settlement amount of SGD 1.85 million (equivalent to approximately $ 1.4 million) on or before August 31, 2025. In addition, SLS has claimed further damages of SGD 0.1 million (equivalent to approximately $ 0.07 million) arising from the Company’s breach of its obligations under the agreement. Both the settlement amount and the additional damages claim bear interest at a rate of 5.33 % per annum, accruing from March 5, 2025, until the date of full payment. Legal Matters and Other Contingencies From time to time, the Company is party to various claims and legal proceedings incident to the operation of its business. For example, the Company is currently involved in proceedings brought by music companies relating to the payment of royalties for music used on its platform, employment and related matters, consumer class actions and suits alleging, among other things, violations of state consumer protection or privacy laws, and contractual disputes over representations and warranties and post-closing obligations associated with business acquisitions. In addition, third parties have from time to time claimed, and others may claim in the future, that the Company has infringed their intellectual property rights. The Company is subject to intellectual property disputes, including patent infringement claims, and management expects that it will continue to be subject to intellectual property infringement claims as its services expand in scope and complexity. The Company is not presently involved in any patent infringement and other intellectual property-related lawsuits. The Company may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and the Company becomes subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. Management believes that additional lawsuits alleging that the Company has violated patent, copyright or trademark laws may be filed against it. Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes in the Company’s methods of doing business or the goods it sells, or could require the Company to enter into costly royalty or licensing agreements. F- 63 The Company is also subject to consumer claims or lawsuits relating to alleged violations of consumer protection or privacy rights and statutes, some of which could involve potentially substantial claims for damages, including statutory or punitive damages. Consumer and privacy-related claims or lawsuits, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, or require the Company to change its business practices, sometimes in expensive ways. The Company is also subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where it conducts business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property and privacy rules and regulations. Any regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources, materially damage its brand or reputation, or otherwise harm its business. Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred. The Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. Those accruals represent management’s best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim. The Company’s accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation and other regulatory matters can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The following describes material legal proceedings in which the Company is involved a s of December 31, 2024: (i) Action Case: CACV 1116/2025 (on appeal from HCA702/2018) On March 27, 2018, the writ of summons was issued against the Company and seven related companies of the former shareholder (the “Defendants”) by the Plaintiff. This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff. On February 23, 2023, the Court granted leave for this action be set down for trial of 13 days, and the trial will commence on November 25, 2024. On October 31, 2025, the Court granted judgement in favor of the Plaintiff. On November 28, 2025, the Defendants lodged and served the Notice of Appeal (CACV 1116/2025) to the Court of Appeal. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the appeal or the range of reasonably possible loss as the Court is in the process of quantifying the amount of damages. F- 64 (ii) Action Case: HCA765/2019 On April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies and the former directors, stockholders and financial consultant by the Plaintiff. This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory damage of approximately $ 2 .6 million. On April 18, 2024, the court made an order that the plaintiff shall set the case down for trial on or before July 6, 2024 for a 7 days trial before a judge and there shall be a pre-trial review before the trial judge on a date 12 weeks before the trial. The plaintiff and the defendants agreed on a time extension until August 8, 2024 to set the case down for trial. On August 9, 2024, the Court made an order that the case be adjourned to January 14, 2025 for another case management conference. On February 17, 2025, the Company filed an amended defence to the court and the next case management conference is fixed to be heard on January 6, 2026. The case be adjourned to July 21, 2026 for another case management conference and parties can attempt mediation to resolve the dispute before the schedule case management conference. Legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any. (iii) Action Case: HCA2097 and 2098/2020 On December 15, 2020, the writs of summons were issued against the Company and the former consultant by the Plaintiff. This action alleged the misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed for compensatory damage of approximately $ 1.7 million. The Company previously made approximately $ 0.8 million as contingency loss for the year ended December 31, 2021. Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement was reached. The pre-trial review is fixed to be heard on January 29, 2026 and the 6-days trial is fixed to be heard from May 14 to 21, 2026. The case is on-going and legal counsel of the Company will continue to handle this matter. As of December 31, 2024, the Company accrued a legal provision of approximately $ 0.8 million as a liability in the consolidated balance sheets. (iv) Sony Music Entertainment In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the litigation with Sony Music Entertainment (“Sony”) alleging claims for breach of contract, copyright infringement, contributory copyright infringement, and vicarious copyright infringement. The court entered judgement pursuant to stipulation in the amount of approximately $ 3.6 million requiring Triller Corp to make monthly payments through May 21, 2025. Triller Corp defaulted on the payments and judgement was entered against Triller Corp on August 27, 2024 for the full amount due. As of December 31, 2024 , approximately $ 3.6 million is included as a liability in the consolidated balance sheets. (v) Sony Music Publishing Europe Limited (“SOLAR”) In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the complaint filed by SOLAR in the London, United Kingdom Circuit Common Court alleging claims of songwriter/producer music publishing rights infringement. A default judgement for £ 3.8 million was ruled in SOLAR’s favor and SOLAR filed an action in the Superior Court of California for the County of Los Angeles for recognition of this foreign country money judgment in the amount of approximately $ 4.4 million. As of December 31, 2024, this amount is included as a liability in the consolidated balance sheets. F- 65 (vi) Music Licensing Triller Corp has outstanding contractual obligations to various record labels, music publishers and performing rights organizations (collectively, “Rightsholders”) who have licensed to Triller Corp the right to use sound recordings and musical compositions in connection with the operation of the Triller app and other aspects of the Company’s business. As of December 31, 2024, the Company has recorded liabilities in the amount of approximately $ 30.0 million for unpaid amounts owed under its music licenses. Triller Corp is also involved in various legal proceedings and has received threats of litigation from Rightsholders. Triller Corp believes it may be or become liable to Rightsholders for additional amounts such as interest, penalty fees, attorneys’ fees, copyright infringement damages and other amounts, but is currently unable to estimate the probability of loss associated with these actions or the range or reasonably possible losses, if any, or the impact such losses may have on the Company’s results of operations, financial condition or cash flows. (vii) Fox Plaza Lease In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the ongoing litigation with Fox Plaza, LLC due to an alleged breach of a commercial office lease agreement as a result of an alleged failure to pay rents under the agreement. The plaintiff seeks damages in excess of approximately $ 3.5 million, plus attorney’s fees, costs of suit, and additional damages to be proven at trial. Triller Corp intends to vigorously defend itself in this matter. The Company has accrued approximately $ 1.8 million as a liability pertaining to this claim on the consolidated balance sheets. It is reasonably possible that the potential loss may exceed the accrued liability amount. (viii) Concentrix Daksh In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the arbitration with Concentrix Daksh Services India Private Ltd. (“Concentrix”). Concentrix alleges wrongful early termination of a services agreement and seeks damages of approximately $ 2.0 million in lost profits, plus interest and fees. The Company has accrued approximately $ 2.0 million as a liability pertaining to this matter. While the Company intends to defend the claim vigorously, management believes the recorded amount represents the probable loss as of December 31, 2024. (ix) Epic Sports & Entertainment In connection with the Merger Transaction, the Company assumed the liabilities of Triller Hold Co LLC and Triller Fight Club LLC related to litigation with Epic Sports & Entertainment, Inc. (“Epic”) for alleged breach of a settlement agreement. Epic initially claimed damages of approximately $ 1.8 million, and recent settlement discussions indicate a potential settlement range of approximately $ 0.6 to $ 2.0 million. As of December 31, 2024, the Company accrued a legal provision of approximately $ 1.9 million as a liability in the consolidated balance sheets. F- 66 (x) Samsung Arbitration Award In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the arbitration with Samsung Electronics Co., Ltd due to a breach of a commercial agreement and failure to pay the amounts owed under the contract. The U.S. District Court for the Central District of California confirmed the award and entered a judgment of approximately $ 2.6 million in May 2024, accruing interest at $ 368.43 per day, at a rate of 5.17 % per annum until repaid. A writ of execution was issued on August 2, 2024, and a Judgment Debtor Examination is scheduled for February 24, 2025. The Company provided financial records in December 2024 in response to a subpoena. As of December 31, 2024, the Company accrued approximately $ 3.0 million as a liability in the consolidated balance sheets. (xi) Prem Parameswaren In connection with the Merger Transaction, the Company assumed potential liabilities related to claims asserted by Prem Parameswaran, the former Chief Executive Officer of Triller Corp for alleged unpaid compensation. To avoid litigation, the parties reached an agreement in principle for a settlement consisting of $ 500,000 in cash and 625,000 stock units, subject to approval by AGBA Group Holding Limited. As of December 31, 2024, the Company has accrued approximately $ 2.4 million as a liability pertaining to this matter, representing the probable settlement amount. (xii) Triller Legacy, LLC Settlement Agreement On July 26, 2024, Triller Hold Co, LLC and Triller Acquisition, LLC entered into a settlement agreement with Triller Legacy, LLC (“Legacy”), original sellers of Triller Corp, regarding the 2019 acquisition of Triller Corp from Legacy. The Company agreed to issue 3.89 million shares of Series A common stock to Legacy. Legacy intends to sell 1.75 million shares for a minimum return of approximately $ 7.0 million by the end of March 31, 2025. The Company must compensate Legacy for any shortfall of share sales below $ 7.0 million. The Company has the option to purchase up to 1.75 million shares from Legacy at $ 4.00 per share through December 31, 2024 and $ 4.75 per share through March 31, 2025. The Company can also opt to pay Legacy $ 7.0 million. The Company has included the estimated guaranteed payment liability in its accounts payable and legal contingencies. (xiii) Bobby Sarnevesht The Company is subject to claims asserted by Bobby Sarnevesht for alleged breach of a merger agreement and related contracts. The Company disputes the claims and the matter remains unresolved. As of December 31, 2024, the Company has accrued approximately $ 3.0 million as a liability pertaining to this dispute, which represents management’s best estimate of the probable loss. (xiv) YA II PN, LTD. v. Triller Group Inc.; Triller Corp.; Triller Hold Co LLC; Convoy Global Holdings Limited, Index No. 659314/2024 in the New York Supreme Court, Commercial Division On November 26, 2024, Yorkville (“Plaintiff”) initiated litigation against the Company, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings Limited (“Defendants”) by filing a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the “Motion”), seeking a judgment finding Defendants liable for all amounts allegedly owed under the convertible promissory note (the “Note”), dated June 28, 2024, including interest, plus costs, legal fees, and expenses incurred by Yorkville in enforcing the Note’s terms. On February 24, 2025, Defendants filed their opposition to the Motion, arguing that the Motion should be denied because Plaintiff’s reliance on CPLR 3213 was improper and because, even if Plaintiff’s reliance on CPLR 3213 were proper, triable disputes of fact preclude summary judgment in Plaintiff’s favor. On March 7, 2025, Plaintiff filed a reply in support of the Motion. On May 19, 2025, Yorkville’s initial motion for summary judgment in lieu of complaint, seeking immediate payment, was denied by the Supreme Court of the State of New York, New York County. The court determined that Yorkville’s right to payment depended on a detailed analysis of obligations under multiple intertwined documents, including the Yorkville Convertible Promissory Note, Second A&R SEPA, Registration Rights Agreement, and Pledge Agreements, thus converting the case to a plenary action. Yorkville filed a notice of appeal on May 28, 2025 and a new motion for summary judgment on July 1, 2025, asserting the Yorkville Convertible Promissory Note’s maturity date of June 28, 2025 (the “Maturity Date”). F- 67 On June 20, 2025, the Company transferred 3,000,000 shares of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral pursuant to the Amended and Restated Pledge Agreement, dated June 28, 2024, between Triller Hold Co LLC and Yorkville, as partial repayment. The case does not have a trial date set. Defendants intend to litigate the case until a resolution is reached. On December 3, 2025, the Plaintiff filed responses and objections (the “Responses and Objections”) to the Defendants’ first set of interrogatories dated November 3, 2025 to the Supreme Court of the State of New York County of New York (Index no.: 659314/2024). Pursuant to the Responses and Objections, the Plaintiff stated its claims and contentions with respect to its damage resulting from the event of default that occurred under the Note when the Defendants failed to pay all amounts due by the Maturity Date. The total amount owed under the Note, including interest, plus costs, legal fees, and expenses incurred by Yorkville less the value of BKFC’s shares is approximately $ 38.1 million. Yorkville further stated that it continues to accrue additional damages with each passing day that the obligations under the Note and guaranties remain unpaid. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any. (xv) 13080 Advisors LLC v. Triller Group, Inc., Jams Reference No. 5220008039 (Los Angeles County, California) On December 18, 2024, 13080 Advisors LLC (“Claimant”) submitted a Notice of Arbitration and Demand for Arbitration (“13080 Arbitration Demand”) to JAMS to assert that Triller and TAG Holdings Limited (collectively as “Respondents”) have breached their alleged duties to Claimant under the following alleged agreements: (1) a partially executed document entitled “Grant Agreement for S-8 Registered Shares” dated March 14, 2024, and (2) a partially executed document entitled “Consulting Services Agreement” also dated March 14, 2024. The 13080 Arbitration Demand asserts four purported claims for relief: breach of contract, negligent misrepresentation, specific performance and declaratory relief. On February 18, 2025, Respondents submitted to JAMS a motion to dismiss all the claims for relief asserted in the 13080 Arbitration Demand along with a motion to strike Claimant’s requests for punitive damages. This motion remains pending and no arbitrator has been appointed. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any. (xvi) Wixen Music Publishing On December 18, 2024, Wixen Music Publishing, Inc. ("Wixen") filed a Complaint in Los Angeles Superior Court against a subsidiary of Triller Hold Co LLC ("the subsidiary") for breach of a settlement agreement originally executed to resolve prior federal copyright infringement claims. In September 2022, Wixen and the subsidiary entered into a settlement agreement whereby the subsidiary agreed to pay Wixen a total of $ 10.0 million in scheduled payment through September 2024 to resolve claims of unauthorized use of musical compositions. The complaint alleged that the subsidiary defaulted on its payment obligations and owed $ 5.5 million under the revised payment schedule. The case is on-going and legal counsel of Triller Hold Co LLC will continue to handle this matter. As of December 31, 2024, approximately $ 5.5 million is included as a liability in the consolidated balance sheets. Subsequent to December 31, 2024, the Company is involved in the following material legal proceedings: Robert E. Diamond Jr.et al. v. Triller Group, Inc., Case No. 25-cv-00129 (PAE) (S.D.N.Y.) On January 7, 2025, Robert E. Diamond Jr (“Diamond”), the former chairman of Triller’s board of directors and Atlas Merchant Capital LLC (collectively as “Plaintiffs”), an advisory services company under Diamond’s control filed a lawsuit in federal district court in Manhattan, New York to allege that Triller has failed to pay over or grant to Plaintiffs certain cash amounts and equity awards to which Plaintiffs were entitled pursuant to various agreements between Plaintiffs and Triller. Plaintiffs claim that they are entitled to over $ 5.0 million in cash compensation and over 6.0 million shares of Triller’s common stock. On February 28, 2025, Triller filed a partial motion to dismiss the scope of Plaintiffs’ claims. This motion is now pending before the court. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any. F- 68 NOTE 26 — SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2024, up to the date that the audited consolidated financial statements were available to be issued. (i) In January and April 2025, the Company issued an aggregate of 603,839 shares of common stock to the directors and officers of the Company under the Share Award Scheme, whose shares were vested in 2023. (ii) In January and April 2025, the Company issued an aggregate of 823,642 shares of common stock to the employees of the Company to compensate for the contributions of their services and performance, at a price range from $ 1.072 to $ 2.532 per share. (iii) In February and March 2025, the Company issued an aggregate of 348,745 shares of common stock to certain consultants to compensate for their services rendered, at a price range from $ 1.00 to $ 1.872 per share. (iv) In March 2025, the Company issued 155,000 shares of common stock at a price of $ 2.529 per shares to the Chief Operating Officer of the Company for loan settlement. (v) In March 2025, the Company issued 11,807,332 shares of common stock to Giant Wisdom Ventures Limited, a company controlled by its controlling stockholder, in relation to the Merger Transaction (see Note 4(b)). (vi) In April 2025, the Company issued an aggregate 304,478 shares of common stock to the employees of Triller Corp. under the share award scheme of Triller Corp. (vii) In March 2025, the Company entered into a Settlement and Release Agreement with 13080 Advisors LLC (“13080”) to dismiss the arbitration against the Company. The Company agreed to issue a total of 9,682,500 shares of common stock in three installments and pay a consideration of $ 2.04 million on or before December 31, 2025. As part of the payment, the Company transferred 285,353 units of Investment H in exchange for reducing 1,350,000 shares of common stock. In April 2025, the Company issued 3,227,500 shares of common stock to 13080 Advisors LLC as the first installment. (viii) On April 11, 2025, the Company entered into a Convertible Note Purchase Agreement (“NPA”) with an independent third party pursuant to which the Company (i) issues a convertible note in the principal amount of approximately $ 10.0 million (the “Note”), (ii) issues a warrant to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $ 1.00 per share (the “Warrant”), (iii) executes and delivers a registration rights agreement, and (iv) executes and delivers a termination agreement to terminate a securities purchase agreement dated January 24, 2025. The Note matures in two years after its date of issuance with an interest rate of U.S. Prime Rate plus 2 % per annum payable at maturity. The Note will be convertible into the Company’s common stock at a 20 % discount to the 5-day daily dollar volume weighted average price of the common stock of the Company. The Warrant will be exercisable in a year after the Company’s next qualified equity financing with a term of five years. F- 69 (ix) On April 17, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2024. The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025. (x) On May 20, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its quarterly report on Form 10-Q for the period ended March 31, 2025. The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025. (xi) On June 20, 2025, Yorkville effected a foreclosure under the Triller Pledge Agreement. This action was undertaken by Yorkville following its allegations of various events of default by the Company under the terms of the Yorkville Convertible Promissory Note, dated June 28, 2024, and other related transaction documents, including the Second A&R SEPA. Yorkville had previously sought to accelerate payment of all amounts due under the Yorkville Convertible Promissory Note. Although the Company has not received a formal notice of foreclosure from Yorkville, the Company became aware through a transfer agent statement that 3,000,000 shares of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral, were transferred to Yorkville on June 20, 2025. These 3,000,000 shares represented a 17.66 % ownership interest in BKFC as specifically pledged to Yorkville as of June 20, 2025. As a direct result of this transfer, the Company’s beneficial ownership in BKFC became 38.13 %, based on BKFC’s total outstanding shares. Following this change in ownership, the majority stockholders of BKFC approved amendments to BKFC’s certificate of incorporation and its Stockholders Agreement, which included the removal of the Company’s board designation rights. These amendments became effective on July 1, 2025. (xii) On June 30, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company had publicly traded under $ 1.00 per share for a period of 30 consecutive trading days or more, which failed to comply with Nasdaq Listing Rule 5550(a)(2) and Nasdaq Listing Rule 5810(c)(3)(A). The Notice had no immediate effect but, before December 29, 2025, the Company was required to regain compliance by trading at least $1.00 per share for a minimum of 10 consecutive trading days. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. As of the date of the consolidated financial statements, the Company is still consecutively trading under $ 1.00 , directors of the Company are investigating actions, where appropriate, to regain the compliance, by December 29, 2025. F- 70 (xiii) On June 30, 2025, the Company and Green Ventures entered into Amendment No. 5 to the Green Ventures Note, in which Green Ventures agreed to (i) amend certain terms and conditions of the Green Ventures Note, including reducing the interest rates for the Green Ventures Note to 8 %, reducing the rate of the default interest rate to 11 %, extending the maturity date to June 6, 2026 and (ii) waive all existing events of default under the Green Ventures Note (collectively, the “Requested Amendments and Waivers”). As consideration for granting the Requested Amendments and Waivers, Triller has agreed to provide additional collateral to secure the outstanding obligations under the Green Ventures Note, and to procure its affiliate, TAG Technologies, to guarantee the due and punctual performance and payment obligations under the Green Ventures Note. (xiv) On October 14, 2025, the Company received a delisting determination letter (the “Determination Letter”) from Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the periods ended March 31, 2025 and June 30, 2025, respectively. The Company has requested to appeal the delisting determination and will attend the hearing to demonstrate its ability to regain and sustain long-term compliance. On November 17, 2025, the Company received an additional delisting determination letter (the “Additional Determination Letter”) from Nasdaq indicating that since it failed to timely file its Form 10-Q for the period ended September 30, 2025, this serves as an additional basis for delisting. Following a hearing held on November 25, 2025, the Panel has granted the Company an exception period subject to the Company satisfying the following conditions: ● File 2024 Form 10-K and delinquent Forms 10-Q for the quarters ended March 31, June 30, and September 30, 2025 on or before December 24, 2025; ● Regain compliance with the $ 1.00 minimum bid-price requirement on or before February 27, 2026; and ● File its 2025 Form 10-K on or before March 31, 2026. (xv) On December 26, 2025, the Company received a determination letter from the Panel confirming the suspension trading on the Nasdaq Stock Market effective at the opening of the market on December 30, 2025 and delisting of the Company’s securities. This decision stems from the Company not having been able to file two periodic reports by a deadline of December 24, 2025 set by the Panel. NOTE 27 — PARENT ONLY FINANCIAL INFORMATION The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 5-04 and concluded that it was applicable for the Company to disclose the financial statements for Triller Group Inc., the parent company. The Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2024 and 2023. Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. F- 71 The following presents condensed parent company only financial information of Triller Group Inc. Condensed balance sheets As of December 31, 2024 2023 ASSETS Current assets: Cash and cash equivalents $ 3 $ 130 Amounts due from stockholder — 133 Amounts due from subsidiaries 66,088 909 Promissory notes receivable, related party 33,949 — Prepayments 155 453 Total current assets 100,195 1,625 Non-current assets: Investments in subsidiaries 785,733 — Total non-current assets 785,733 — TOTAL ASSETS $ 885,928 $ 1,625 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Other payable and accrued liabilities $ 8,930 $ 3,739 Borrowings 32,552 Borrowings, related party 18,443 — Warrant liabilities 977 — Total current liabilities 60,902 3,739 TOTAL LIABILITIES 60,902 3,739 Commitments and contingencies (Note 25) Stockholders’ equity (deficit)*: Preferred stock, $ 0.001 par value, 100,000,000 shares authorized Series A-1 preferred stock, $ 0.001 par value, 50,000,000 and nil shares authorized, 11,801,804 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively 12 — Series B preferred stock, $ 0.001 par value, 50,000,000 and nil shares authorized, 30,851 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively — ** — Common stock, $ 0.001 par value; 150,000,000,000 and 484,125,000 shares authorized, 138,143,817 and 33,240,991 shares issued and outstanding as of December 31, 2024 and 2023, respectively # 138 69 Series A-1 preferred stock to be issued 12 — Common stock to be issued # 15 5 Common stock held in escrow 24 — Additional paid-in capital 909,806 19,507 Accumulated deficit ( 84,981 ) ( 21,695 ) Total stockholders’ equity (deficit) 825,026 ( 2,114 ) TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) $ 885,928 $ 1,625 # Giving retroactive effect to the forward stock split and reverse stock split (see Note 19) * Giving retroactive effect to the AGBA Domestication completed on October 15, 2024 (see Note 1) ** Less than $1,000 F- 72 Condensed Statements of Operations For the years ended December 31, 2024 2023 Operating cost and expenses: Stock-based compensation expense $ ( 51,671 ) $ ( 9,933 ) Other general and administrative expenses ( 11,066 ) ( 3,764 ) Total operating cost and expenses ( 62,737 ) ( 13,697 ) Loss from operations ( 62,737 ) ( 13,697 ) Other income (expense): Interest income 765 — Interest expense ( 4,546 ) — Interest expense, related party ( 231 ) — Change in fair value of warrant liabilities 3,463 4 Change in fair value of forward share purchase liability — ( 82 ) Loss on settlement of forward share purchase agreement — ( 379 ) Sundry income — 344 Total other income (expense), net ( 549 ) ( 113 ) Loss before income taxes ( 63,286 ) ( 13,810 ) Income tax expense — — NET LOSS $ ( 63,286 ) $ ( 13,810 ) F- 73 Condensed Statement of Cash Flows Years ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 63,286 ) $ ( 13,810 ) Adjustments to reconcile net loss to net cash used in operating activities Stock-based compensation expense 51,671 9,933 Change in fair value of warrant liabilities ( 3,463 ) ( 4 ) Change in fair value of forward share purchase liability — 82 Loss on settlement of forward share purchase agreement — 379 Interest income from promissory note receivable, related party ( 765 ) — Interest expenses on borrowings 4,777 — Change in operating assets and liabilities: Prepayments 658 ( 17 ) Other payables and accrued liabilities 6,399 1,161 Net cash used in operating activities ( 4,009 ) ( 2,276 ) Cash flows from investing activities: Issuance of promissory notes receivable, related party ( 15,465 ) — Net cash used in investing activities ( 15,465 ) — Cash flows from financing activities: Advances to related companies ( 4,003 ) ( 934 ) Proceeds from convertible promissory note payables 23,350 — Settlement of forward share purchase agreement — ( 13,953 ) Proceeds from private placement — 1,850 Net cash provided by (used in) financing activities 19,347 ( 13,037 ) Net change in cash and cash equivalents ( 127 ) ( 15,313 ) BEGINNING OF YEAR 130 15,443 END OF YEAR $ 3 $ 130 F- 74