What changed in this filing

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Item 1. Financial Statements

2026-01-26 compared with 2024-11-14 · 3035 added, 1800 removed, 350 unchanged (93% of the section changed)

1 unchanged sentence

TRILLER GROUP

(Formerly AGBA

Group Holding Limited)

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED

1 unchanged sentence

(Currency expressed

in United States Dollars (“US$”), except for number of shares)

September 30,

in thousands of United States Dollars, except for number of shares)

December 31, 2024

Current assets:

2 unchanged sentences

Accounts receivable, net

Accounts receivable, net, related parties

Loans receivable, net

Notes receivable, net

Promissory notes receivable from Triller LLC

Loans and notes receivables, net

Deposit, prepayments, and other receivables, net

Assets held for sale

Total current assets

Non-current assets:

Rental deposit, net

Loans receivable, net

Property and equipment, net

Right-of-use assets, net

Loans receivables, net

Long-term investments, net

1 unchanged sentence

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’

(DEFICIT) EQUITY

Current liabilities:

Accounts payable and accrued liabilities

Accounts payable and other current liabilities

Other current liabilities, related parties

Escrow liabilities

Borrowings, related party

Amount due to the holding company

Convertible promissory notes payable, net

Income tax payable

Operating lease liabilities, current

Convertible debts, net

Convertible debts, related party

Promissory notes payable

Warrant liabilities

Operating lease liabilities, current

Total current liabilities

3 unchanged sentences

TOTAL LIABILITIES

Commitments and contingencies

Stockholders’ (deficit) equity:

Preferred stock, $ 0.001 par value;

100,000,000 shares authorized

Series A-1 preferred stock, $ 0.001 par value;

11,803,398 shares designated, nil shares issued and outstanding as of September 30, 2024 and December 31, 2023

Series B preferred stock, $ 0.001 par value;

35,000 shares designated, nil shares issued and outstanding as of September 30, 2024 and December 31, 2023

Commitments and contingencies (Note XX)

Stockholders’

Preferred stock, $0.001 par value, 100,000,000 shares authorized

Series A-1 preferred stock, $0.001 par value, 50,000,000 shares authorized, 11,801,804 and 11,801,804 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Series B preferred stock, $0.001 par value, 50,000,000 shares authorized,30,851 and 30,851 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Common stock, $0.001 par value;

1,400,000,000 shares authorized, 47,317,308 and 33,240,991 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively #

150,000,000,000 shares authorized, 153,267,991 and 138,143,817 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Series A-1 preferred stock to be issued

Common stock to be issued

Subscription receivable

( 2,051,280 )

Common stock held in escrow

Additional paid-in capital

1 unchanged sentence

Accumulated deficit

( 94,450,178 )

( 65,601,152 )

Total stockholders’ (deficit) equity

( 5,858,781 )

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

# Giving retroactive effect to the forward stock split and reverse

stock split (see Note 14).

See accompanying

notes to unaudited condensed consolidated financial statements.

Total stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

See accompanying notes to unaudited condensed consolidated

financial statements.

TRILLER GROUP

(Formerly AGBA

Group Holding Limited)

AND ITS SUBSIDIARIES

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE

(Currency expressed

in United States Dollars (“US$”), except for number of shares)

For the three months ended

September 30,

For the nine months ended

September 30,

Loans interest income

Non-interest income:

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Currency expressed in thousands of United States

Dollars, except for number of shares)

Three months ended

Loan interest income

Recurring asset management service fees

Recurring asset management service fees, related party

Total non-interest income

Recurring asset management service fees, related parties

Advertising revenue

Subscription fee and paid-per-view fees

Total revenues

Operating expenses

Interest expense

( 1,147,912 )

( 1,723,179 )

Operating expense for social media and streaming platform

Commission expense

( 1,934,131 )

( 8,915,811 )

( 7,696,943 )

( 28,195,740 )

Sales and marketing expense

( 3,125,432 )

Research and development expense

( 1,354,567 )

( 2,678,645 )

Personnel and benefit expense

( 6,826,869 )

( 7,764,353 )

( 18,364,075 )

( 22,671,813 )

Personal and benefit expense

Legal and professional fee

( 2,593,600 )

( 3,452,808 )

( 4,706,696 )

( 12,422,810 )

Legal and professional fee, related party

Office and operating fee, related party

( 1,088,453 )

( 1,317,065 )

( 3,280,695 )

( 5,089,110 )

Provision for allowance for expected credit losses

( 1,877,786 )

Other general and administrative expenses

( 1,152,530 )

( 3,440,851 )

( 2,242,167 )

Total operating expenses

( 15,622,918 )

( 24,549,016 )

( 43,800,471 )

( 77,970,571 )

Loss from operations

( 10,182,992 )

( 11,342,515 )

( 25,783,493 )

( 36,319,457 )

Other income (expense)

Interest income

Foreign exchange gain (loss), net

Investment income (loss), net

Interest expense

Foreign exchange (loss) gain, net

Investment loss, net

Change in fair value of warrant liabilities

( 4,281,454 )

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Rental income

Sundry income

Total other income (expense), net

( 1,522,428 )

( 2,967,442 )

Loss before income taxes

( 9,381,847 )

( 12,864,943 )

( 28,750,935 )

( 35,523,122 )

Total other income, net

Loss before income tax expense

Income tax expense

$ ( 9,419,182 )

$ ( 12,920,829 )

$ ( 28,849,026 )

$ ( 35,578,728 )

Other comprehensive income (loss):

Comprehensive loss

Other comprehensive loss

Foreign currency translation adjustment

Comprehensive loss

$ ( 9,505,921 )

$ ( 12,905,274 )

$ ( 28,778,117 )

$ ( 35,663,142 )

Weighted average number of common stocks outstanding – basic and diluted #

Net loss per share – basic and diluted

# Giving retroactive effect to the forward stock split and reverse

stock split (see Note 14).

Weighted average number of common stock outstanding #

- Basic and diluted

Net loss per share #

- Basic and diluted

retroactive effect to the forward stock split and reverse stock split (see Note 19)

See accompanying

1 unchanged sentence

TRILLER GROUP

(Formerly AGBA

Group Holding Limited)

AND ITS SUBSIDIARIES

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

(Currency expressed

in United States Dollars (“US$”), except for number of shares)

the nine months ended September 30, 2024

stock to be issued

comprehensive (loss) income

stockholders’

equity (deficit)

as of January 1, 2024

$ ( 473,087 )

$ ( 65,601,152 )

of common stocks to settle finder fee

of common stocks for private placement

( 2,139,252 )

( 2,051,280 )

of common stocks to independent directors under 2024 Equity Incentive Plan

compensation to consultants

compensation to directors, officers, and employees

(i), (ii), (vii), (x), (xi)

issued for service rendered and purchase option

shares from forward and reverse splits

currency translation adjustment

loss for the period

( 28,849,026 )

as of September 30, 2024

$ ( 2,051,280 )

$ ( 402,178 )

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’

(DEFICIT) EQUITY*

(Currency expressed in thousands of United States

Dollars, except for number of shares)

the three months ended March 31, 2025

Common stock held in escrow

comprehensive

stockholders’

Balance as of January 1, 2025

$ (1,203,637 )

Issuance of common stock to settle finder fee

Issuance of common stock and warrant liabilities for private placement

Issuance of common stock to independent directors under 2024 Equity Incentive Plan

(19)(a)(viii)

Stock-based compensation to consultants

(19)(a)(iii),(d)(i)

Stock-based compensation to directors, officers, and employees

(19)(a)(i), (ii), (vii),(d)(ii)

Shares issued for Investment H

Issuance of common stock for commitment fee

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)

Settlement of payables with common stock held in escrow

(19)(a)(xi),(c)

Fractional shares from forward and reverse splits

Foreign currency translation adjustment

Net loss for the year

Balance as March 31, 2025

$ (1,203,637 )

For the nine months ended September 30, 2023

Less than $1,000

For the three months ended March 31, 2024

Common stock to be issued

comprehensive

stockholders’

Balance as of January 1, 2024

$ ( 384,938 )

$ ( 16,395,133 )

Issuance of common stocks to settle finder fee

Issuance of holdback shares

Share-based compensation

Forgiveness of amount due to the holding company

Issuance of common stocks to management team

Issuance of common stock to settle finder fee

Stock-based compensation

Foreign currency translation adjustment

Net loss for the period

( 35,578,728 )

Balance as of September 30, 2023

$ ( 469,352 )

$ ( 51,973,861 )

# Giving retroactive effect to the forward stock split and reverse

stock split (see Note 14).

Balance as of March 31, 2024

Giving retroactive effect

to the forward stock split and reverse stock split (see Note 19).

See accompanying

1 unchanged sentence

TRILLER GROUP

(Formerly AGBA

Group Holding Limited)

AND ITS SUBSIDIARIES

UNAUDITED CONDENSED

1 unchanged sentence

(Currency expressed

in United States Dollars (“US$”))

For the nine months ended

September 30,

in thousands of United States Dollars, except for number of shares)

For the three months ended

Cash flows from operating activities:

$ ( 28,849,026 )

$ ( 35,578,728 )

Adjustments to reconcile net loss to net cash used in operating activities

Share-based compensation expense

Non-cash lease expense

Depreciation on property and equipment, net

Interest income on loans receivable, net

Interest income on notes receivable, net

Interest income on promissory notes receivable from Triller LLC

Interest expense on convertible promissory notes payable, net

Stock-based compensation

Lease expense

Depreciation and amortization

Interest income

Interest expense on borrowings

Foreign exchange gain, net

Investment loss (income), net

Gain on disposal of property and equipment, net

Provision for allowance for expected credit losses

Foreign exchange loss (gain), net

Investment loss, net

Allowance for expected credit losses

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Reversal of annual bonus accrued in prior year

( 3,763,847 )

Change in fair value of convertible debts

Loss (gain) on disposal of property and equipment

Change in operating assets and liabilities:

2 unchanged sentences

Deposits, prepayments, and other receivables

( 2,938,425 )

Accounts payable and accrued liabilities

( 2,256,333 )

Accounts payable and other current liabilities

Escrow liabilities

( 3,158,868 )

( 8,934,670 )

Lease liabilities

( 1,455,929 )

Operating lease liabilities

Income tax payable

Net cash used in operating activities

( 20,742,386 )

( 33,364,662 )

Cash flows from investing activities:

Proceeds from sale of long-term investments, net

Purchase of notes receivable, net

Dividends received from long-term investments, net

Proceeds from sale of notes receivable, net

Proceeds from disposal of property and equipment, net

Purchase of property and equipment

Proceeds from sale of long-term investments

Proceeds from sale of property and equipment

Net cash provided by investing activities

1 unchanged sentence

Advances from the holding company

Repayment of borrowings

Issue of promissory notes to Triller LLC

( 19,975,000 )

Proceeds from convertible promissory note payable, net

Settlement of forward share purchase agreement

( 13,952,683 )

Proceeds from convertible debts

Repayments of convertible debts

Proceeds from borrowings

Net cash provided by (used in) financing activities

Repayments of borrowings

Net cash provided by financing activities

Effect on exchange rate change on cash, cash equivalents and restricted cash

Net change in cash, cash equivalent and restricted cash

( 29,118,701 )

Beginning of period

End of period

Supplementary cash flow information:

Supplemental cash flow information:

Cash paid for income taxes

Cash received from interest

Cash paid for interest

Cash received for interest

Supplemental disclosure of non-cash investing and financing activities:

Issuance of common stock to settle payables

Forgiveness of amount due to the holding company

Operating lease right-of-use assets obtained in exchange for operating lease liabilities

As of September 30,

Issuance of common stocks to settle payables

Remeasurement of operating lease right-of-use assets and lease liabilities

Reconciliation to amounts on condensed consolidated balance sheets:

5 unchanged sentences

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

AND ITS SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND

(Currency expressed in thousands of United States

Dollars, except for number of shares)

NOTE 1 —

DESCRIPTION OF BUSINESS

Triller Group Inc.

(“ILLR”, “Triller

Group”, or the “Company”) (formerly AGBA Group Holding Limited (“AGBA”)) is formed in the State of Delaware,

on October 15, 2024, which was established to domicile its legal jurisdiction from British Virgin Islands to the State of Delaware.

The Company, through its subsidiaries, currently

operates a wealth and health platform, and offers a wide range of financial service and products, covering life insurance, pensions, property-casualty

(“ILLR”, “Triller”,

or the “Company”) 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”.

The Company currently 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.

ILLR is also engaged in financial technology business and

financial investments, managing an ensemble of fintech investments and healthcare investment and operating a health and wealth management

platform with a broad spectrum of services and value-added information in health, insurance, investments and social sharing.

Merger Transaction

On October 15, 2024, the Company consummated the

merger transaction with Triller Corp., a Delaware corporation (“Triller”), 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 and Bobby Sarnevesht, as sole representative of the Triller stockholders.

Details are described in note 4.

The accompanying unaudited condensed

consolidated financial statements reflected the operating results of AGBA for the three and nine months ended September 30, 2024

before the completion of the merger transaction.

2 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies

as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.

NOTE 2 —

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

These accompanying unaudited condensed consolidated

financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the

accompanying unaudited condensed consolidated financial statements and notes.

Basis of Presentation

accompanying unaudited condensed consolidated financial statements of the Company are presented in United State dollars (“US$”

or “$”) and have been prepared in accordance with accounting principles generally accepted in the United States of America

GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities

Exchange Commission.

Certain information and footnote disclosures normally included in consolidated financial statemen ts have

been omitted pursuant to such rules and regulations.

The consolidated balance sheet as of December 31, 2023 derived from the audited

consolidated financial statements at that date, but does not include all the information and footnotes required by U.S.

These unaudited

condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes

thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed on March 28, 2024.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The accompanying unaudited condensed consolidated

financial statements of the Company are presented in United State dollars (“US$”

or “$”) and have been prepared

in accordance with accounting principles generally accepted in the United States of America(“U.S.

GAAP”) for interim financial

information and with the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Commission.

Certain information and footnote

disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations.

The consolidated

balance sheet as of December 31, 2024 derived from the audited consolidated financial statements at that date, but does not include all

the information and footnotes required by U.S.

These unaudited condensed consolidated financial statements should be read in conjunction

with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2024, as filed on January [x], 2026.

The unaudited condensed consolidated financial

statements as of September 30, 2024 and December 31, 2023 and for the three and nine months en ded

September 30, 2024 and 2023, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments,

necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows.

The results of operations

for the three and nine months ended September 30, 2024 and 2023 are not necessarily indicative of the results to be expected for any

other interim period or for the entire year.

prior period amounts have been reclassified for consistency with the current period presentation.

These reclassifications had no effect

on the reported results of operations.

● Principal of Consolidation

accompanying unaudited condensed consolidated financial statements include the unaudited financial statements of ILLR and its

subsidiaries.

A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company.

unaudited 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 ILLR and its subsidiaries are eliminated upon

consolidation.

statements as of March 31, 2025 and December 31, 2024 and for the three months ended March 31, 2025 and 2024, in the opinion of management,

include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial

condition, results of operations and cash flows.

The results of operations for the three months ended March 31, 2025 and 2024 are not

necessarily indicative of the results to be expected for any other interim period or for the entire year.

Principles of Consolidation

The accompanying unaudited condensed consolidated

financial statements include the unaudited 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 condensed 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.

Use of Estimates and Assumptions

preparation of unaudited condensed 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods

Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include

the useful lives of property and equipment, impairment of long-lived assets, allowance for expected credit losses, notes receivables,

promissory notes receivable, share-based compensation, convertible promissory notes payable, warrant liabilities, provision for contingent

liabilities, revenue recognition, income tax provision, deferred taxes and uncertain tax position, and allocation of expenses from the

holding company.

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.

The preparation of unaudited condensed 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 condensed consolidated financial

statements and the reported amounts of revenues and expenses during the periods presented.

Significant accounting estimates reflected

in the Company’s unaudited condensed consolidated financial statements include the useful lives of property and equipment, impairment

of long-lived assets, allowance for expected credit losses, stock-based compensation, fair value measurement of convertible debts, warrant

liabilities, provision for contingent liabilities, revenue recognition, 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.

Foreign Currency Translation and Transaction

3 unchanged sentences

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the unaudited condensed

consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The reporting currency of the Company is US$

and the accompanying unaudited condensed consolidated financial statements have been expressed in US$.

In addition, the Company and

subsidiaries are operating in Hong Kong 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 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 unaudited financial statements of foreign

subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed

consolidated statements of changes in stockholders’ (deficit) equity.

of amounts from HK$ into US$ has been made at the following exchange rates for the nine months ended September 30, 2024 and 2023:

September 30,

The resulting exchange differences are recorded in the condensed consolidated

statements of operations and comprehensive loss.

The reporting currency of the Company is US$ and

the accompanying condensed 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.

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 period.

and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated

other comprehensive loss within the condensed consolidated statements of changes in stockholders’

(deficit) equity.

Translation of amounts from HK$ into US$ has been

made at the following exchange rates for the three months ended March 31, 2025 and 2024:

Period-end HK$:US$ exchange rate

Period average HK$:US$ exchange rate

and Cash Equivalents

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 Hong Kong and Hong Kong

is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

However, management does not believe there

is a significant risk of loss.

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.

Company restricts the use of the assets underlying the funds held in escrow to meet with regulatory or contractual requirements and classifies

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 during the three months ended March 31,

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.

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.

Receivable, net

receivable, net include trade accounts due from customers in insurance brokerage and asset management businesses, less the allowance

for expected credit losses.

receivable, net are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms.

settlement terms of accounts receivable from insurance companies in the provision of brokerage agency services are within 30 days upon

the execution of the insurance policies.

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.

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 condensed 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

The Company seeks to maintain strict control over

2 unchanged sentences

Management reviews

its receivables on a regular basis to determine if the allowance for expected credit losses is adequate, and provides allowance when

Company does not hold any collateral or other credit enhancements over its accounts receivable balances.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Receivable, net

receivable, net are related to residential mortgage loan that are carried at unpaid principal and interest balances, less the allowance

for expected credit losses on loans receivable and charge-offs.

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).

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”.

for Expected Credit Losses on Financial Instruments

accordance with ASC Topic 326, “ Credit Losses – Measurement of Credit Losses on Financial Instruments ” (ASC

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

best estimate of the expected cr edit losses on accounts receivable, loans receivable, notes receivable, and deposits 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 expected credit losses.

Accounts receivable, loans

receivable, notes receivable, and deposits 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 three months ended September 30, 2024

and 2023, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable,

and other receivables was $ 135,092 and $ 328,012 , respectively.

For the nine months ended September 30, 2024 and

2023, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and

other receivables was $ 1,877,786 and $ 661,288 , respectively.

Notes Receivable from Triller LLC

Promissory notes receivable from Triller LLC is

stated at carrying value and receivable in the next twelve months.

Interest income is recognized at a fixed interest rate over the prevailing

periods on the unaudited condensed consolidated statements of operations and comprehensive loss (see Note 5).

Investments, net

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 three months ended March 31, 2025 and

2024, the Company evaluated the probable losses on account receivables and recorded a provision for allowance for expected credit losses

of $[x] 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.

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”.

For the three months ended March 31, 2025 and

2024, the Company evaluated the probable losses on loans and notes receivable and recorded a provision for allowance for expected credit

losses of approximately $[x] million and $0.2 million, respectively.

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 three months ended March 31, 2025 and

2024, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, deposits

and other receivables was approximately $[x] million and $1.0 million, respectively.

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.

For the three months ended March 31, 2025 and

2024, the Company evaluated the probable losses on deposits, prepayments and other receivables and recognized a provision for allowance

for expected credit losses of approximately $[x] million and $0.6 million, respectively.

Long-Term Investments, net

The Company invests in equity securities with

readily determinable fair values, equity securities that do not have readily determinable fair values, and warrant with purchase option.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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

securities that do not have readily determinable fair values mainly consist of investments in privately-held companies.

They are accounted

for, at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical

or similar investment of the same issuer.

Warrant with a purchase option of equity securities

was recorded as an investment in non-marketable equity securities and measured at the fair value.

each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment

and Equipment, net

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:

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.

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

Land and building Shorter of 50 years or lease term

Furniture, fixtures and equipment 5 years

Computer equipment 3 years

Motor vehicle 3 years

Expenditure for repairs and maintenance is expensed

When assets have retired or sold, the cost and related accumulat ed

depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

of Long-Lived Assets

accordance with the provisions of ASC Topic 360, “ Impairment or Disposal of Long-Lived Assets” , all long-lived assets

such as property and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances

indicate that the carrying amount of an asset may not be recoverable.

Recoverability of assets to be held and used is evaluated by a

comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts

of the assets exceed the fair value of the assets.

No impairment losses were recognized for the three and nine months ended September

30, 2024 and 2023.

are recognized at fair value and repayable in the next twelve months.

Interest expense is recognized on a fixed interest rate on the

unaudited condensed consolidated statements of operations and comprehensive loss.

● Convertible

Promissory Notes Payable, net

The Company accounts for its convertible promissory

notes payable, 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”

Shorter of 50 years or lease term

Leasehold improvement

Furniture, fixtures and equipment

Computer equipment

Motor vehicles

Expenditures for repairs and maintenance are expensed

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 three months ended March 31, 2025 and

2024, the Company evaluated the approximately $[x] million and $0.6 million , respectively.

Impairment of Long-Lived Assets

In accordance with the provisions of ASC Topic360,

Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment owned and held by the Company are reviewed

for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability

of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cashflows

expected to be generated by the asset.

If such assets are considered to be impaired, the impairment to be recognized is measured by the

amount by which the carrying amounts of the assets exceed the fair value of the assets.

No impairment losses were recognized for the three

months ended March 31, 2025 and 2024.

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 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.

1 unchanged sentence

paid -in capital.

The resulting debt discount is amortized over the period during which the convertible promissory notes payable are expected

to be outstanding as additional non-cash interest expenses.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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.

issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a

component of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity

classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and

each balance sheet date thereafter.

Changes in the fair value are recognized as a non-cash gain or loss on the unaudited condensed

consolidated statements of operations and comprehensive loss.

The Company accounts for its Public Warrants as equity and the (i)

SPAC Private Warrants, (ii) Warrants – Class A, and (iii) Common 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 unaudited condensed consolidated statements of

operations and comprehensive loss.

Transaction costs allocated to warrants that are presented as a liability are immediately expensed

in the unaudited condensed consolidated statements of operations and comprehensive loss.

Warrants classified as equity instruments are

initially recognized at fair value and are not subsequently remeasured.

Company receives certain portion 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

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.

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.

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 condensed 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.

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 condensed 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 condensed consolidated statements of operations and comprehensive loss.

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

of operations and comprehensive loss.

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.

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.

Identify the contract(s) with a customer.

Identify the performance obligations in the contract.

Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects

to be entitled in exchange for transferring promised goods or services to a customer.

Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction

price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised

in the contract.

Recognize reven ue 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.

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).

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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.

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

The Company’s revenue

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

The Company earns commissions from the sale of

investment products to customers.

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

of the arrangement.

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

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

Upon the purchase of an investment product, the Company earns 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 one-time commission

Therefore, commissions are recorded at a 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 insureds, and is compensated in the

form of one-time commissions from the respective insurance providers.

The Company primarily facilitates the placement of life, general

and MPF insurance products.

Identify the performance obligations in

the contract.

Determine the transaction price –

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

promised goods or services to a customer.

Allocate the transaction price to the

performance obligations in the contract –

Any entity typically allocates the transaction price to each performance obligation on

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

Recognize revenue when (or as) the entity

satisfies a performance obligation –

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

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

The amount of revenue recognized

is the amount allocated to the satisfied performance obligation.

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

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

Certain portion of the Company’s income

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

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

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

The Company’s

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

Media and Sports Streaming

(i) Advertising

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

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

Revenue from streaming subscriptions is recognized ratably over the life of a subscription.

(iii) Pay-per-view

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.

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 condensed consolidated statements of operations and comprehensive loss.

(b) Financial

(i) Commissions:

The Company earns commissions from the sale of investment products to customers, who are insurance companies and fund houses.

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

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

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 unaudited

condensed consolidated statements of operations and comprehensive loss.

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.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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 condensed consolidated statements of operations and comprehensive loss.

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 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).

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 unaudited condensed consolidated statements of operations and comprehensive loss.

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

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.

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

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

Interest Income:

The Company offers money lending services from loan origination in form of mortgage and personal loans.

income is recognized monthly in accordance with their contractual terms and recorded as interest income in the condensed 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

1 unchanged sentence

contracts with customers into categories based on the nature of the revenue.

The following table presents the revenue streams by segments,

with the presentation revenue categories presented on the unaudited condensed consolidated statements of operations and comprehensive

loss for the periods indicated:

For the three months ended September 30, 2024

Distribution Business

Platform Business

Insurance brokerage service

Asset management service

Money lending service

Real estate agency service

Interest income:

Non-interest income:

Recurring asset management service fees

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the three months ended September 30, 2023

Distribution Business

Platform Business

Insurance brokerage service

Asset management service

Money lending service

Real estate agency service

Interest income:

Non-interest income:

Recurring asset management service fees

For the nine months ended September 30, 2024

Distribution Business

Platform Business

Insurance brokerage service

Asset management service

Money lending service

Real estate agency service

Interest income:

Non-interest income:

Recurring asset management service fees

For the nine months ended September 30, 2023

Distribution Business

Platform Business

Insurance brokerage service

Asset management service

Money lending service

Real estate agency service

Interest income:

Non-interest income:

The following table presents the revenue streams disaggregated

by nature and geographic location:

For the three months ended

At a point in time

Paid-per-view fees

Total revenue from the transfer of goods and services at a point in time

Advertising revenue

Subscription fees

Recurring asset management service fees

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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.

● Comprehensive

ASC Topic 220, “ Comprehensive Income” ,

establishes standards for reporting and display of comprehensive income (loss), its components and accumulated balances.

Comprehensive

income (loss) as defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive loss,

as presented in the accompanying unaudited condensed consolidated statements of stockholders’ (deficit) equity, consists of changes

in unrealized gains and losses on foreign currency translation.

This comprehensive loss is not included in the computation of income tax

expense or benefit.

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.

taxes are determined in accordance with the provisions of ASC Topic 740, “ Income Taxes” (“ASC 740”).

Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences

between the unaudited condensed consolidated 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.

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 740, tax positions must initially be

recognized in the unaudited condensed consolidated 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.

the three and nine months ended September 30, 2024 and 2023, the Company did not have any interest and penalties associated with tax

As of September 30, 2024 and December 31, 2023, the Company did not have any significant unrecognized uncertain tax positions.

Company is subject to tax in local and foreign jurisdictions.

As a result of its business activities, the Company files tax returns that

are subject to examination by the relevant tax authorities.

● Share-Based

Company accounts for share-based compensation in accordance with the fair value recognition provision of ASC Topic 718, “ Stock

Compensation” .

The Company grants share awards, including common stocks and restricted share units, to eligible participants.

Share-based compensation expense for share awards is measured at fair value on the grant date.

The fair value of restricted stock with

either solely a service requirement or with the combination of service and performance requirements is based on the closing fair market

value of the common stocks on the date of grant.

Share-based compensation expense is recognized over the awards requisite service period.

For awards with graded vesting that are subject only to a service condition, the expense is recognized on a straight-line basis over

the service period for the entire award.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Loss Per Share

Company computes earnings per share (“EPS”) in accordance with ASC Topic 260, “ Earnings per Share” (“ASC

ASC 260 requires companies to present basic and diluted EPS.

Basic EPS is measured as net (loss) income divided by the weighted

average shares outstanding for the period.

Diluted EPS presents the dilutive effect on a per share basis of the potential common stocks

(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 stocks 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 EPS.

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 the unaudited condensed consolidated financial statements for details on the

Company’s business segments.

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 decision s, allocating

resources and assessing performance.

The Company’s CODM has been identified as the 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 the following operating segments:

Segments Scope of Service Business Activities

Distribution Business Insurance Brokerage

Business - Facilitating the placement of insurance, investment, real estate and other financial products and services to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from product providers, including insurance companies, fund houses and other product specialists.

Platform Business - Asset Management Business - Providing access to financial products and services to licensed brokers.

- Providing operational support for the submission and processing of product applications.

- Providing supporting tools for commission calculations, customer engagement, sales team management, customer conversion, etc.

- Providing training resources and materials.

- Facilitating the placement of investment products for the fund and/or product provider, in exchange for the fund management services.

- Money Lending Service - Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers.

- Real Estate Agency Service - Solicitation of real estate sales for the developers, in exchange for commissions.

Fintech Business Investment Holding Managing an ensemble of fintech investments.

Healthcare Business Investment Holding Managing an ensemble of healthcare-related investments.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Company’s revenues were generated in Hong Kong for the three and nine months ended September 30, 2024 and 2023 and all of the Company’s

long-lived assets were located in Hong Kong as of September 30, 2024 and December 31, 2023.

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 condensed consolidated balance sheets for its operating lease agreements with contractual terms greater than 12

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.

with a term of twelve months or less upon the commencement date are considered short-term leases, are not included on the condensed consolidated

balance sheets and are expensed on a straight-line basis over the lease term.

Company follows the ASC Topic 850-10, “ Related Party” (“ASC 850”) for the identification of related parties

and disclosure of related party transactions.

to ASC 850, the related parties include:

Loans interest income

Total revenue from the transfer of goods and services over time

Total revenue

For the three months ended

By geography:

United States

The following table provides information about

contract liabilities from the Company’s contracts with customers:

Contract liabilities, included in other current liabilities

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.

For the three months ended March 31, 2025 and

2024, there were no revenues recognized relating to performance obligations satisfied or partially satisfied in prior periods.

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 condensed 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

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 periods in which those temporary differences are expected to be recovered or settled.

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 three months ended March 31, 2025 and

2024, the Company did not have any interest and penalties associated with tax positions.

As of March 31, 2025 and December 31, 2024, 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

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.

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 period 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.

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 condensed 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 condensed 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

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 ASC Topic 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;

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;

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 unaudited condensed 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 unaudited condensed consolidated financial statements is not required in those statements.

disclosures shall include:

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 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 income statements are presented, and such other

information deemed necessary to an understanding of the effects of the transactions on the unaudited condensed consolidated financial

c) the dollar amounts of transactions for each of the periods for which income statements 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.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

● Commitments

and Contingencies

Company follows the ASC Topic 450, “ Contingencies” to report accounting for contingencies.

Certain conditions may

exist as of the date the unaudited condensed consolidated 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.

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 unaudited condensed consolidated financial

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.

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.

Value Measurement

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.

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 820-10"), with respect to financial assets and liabilities

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

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

fair value as follows:

6 unchanged sentences

observable inputs;

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would

use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option pricing

models and discounted cash flow models.

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, loans receivable, notes receivable, deposits, prepayments

and other receivables, amount due to the holding company, accounts payable, escrow liabilities, borrowings and accrued liabilities approximate

at their fair values because of the short-term nature of these financial instruments.

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants

would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option

pricing models and discounted cash flow models.

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, loans receivable, deposits, prepayments and other receivables,

accounts payable and accrued liabilities, escrow liabilities, borrowings, and amounts due to the holding company approximate at their

fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market

1 unchanged sentence

accounts for loans receivable at cost, subject to expected credit losses assessment.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The Company measures warrant liabilities, certain

convertible debts for which the fair value option has been elected at fair value on a recurring basis.

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 September 30, 2024 and

December 31, 2023 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

September 30,

Active Markets

the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2025 and December

31, 2024 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Significant other

1 unchanged sentence

Marketable equity securities

Investments under purchase option

Warrant liabilities

As of December 31,

Active Markets

Convertible debts for which the fair value option has been elected (a)

Significant other

1 unchanged sentence

Marketable equity securities

Fair value estim ates

are made at a specific point in time based on relevant market information about the financial instrument.

These estimates are subjective

in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision.

in assumptions could significantly affect the estimates.

Issued Accounting Pronouncements

As of September

30, 2024, the Company has implemented all applicable new accounting standards and updates issued by the Financial Accounting Standards

Board (“FASB”) that were in effect.

There were no new standards or updates during the nine months ended September 30, 2024

that had a material impact on the unaudited condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

2023, the FASB amended guidance in ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

revised guidance requires that a public entity disclose significant segment expenses regularly reviewed by the chief operating decision

maker (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.

Early adoption is permitted.

The Company is currently

evaluating the impact on its unaudited condensed consolidated financial statements.

2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Warrant liabilities

Convertible debts for which the fair value option has been elected (a)

The following table presents changes in Level

3 liabilities measured at fair value for the three months ended March 31, 2025:

Balance as of December 31, 2024

Additions from new issuance

Addition from acquisition of subsidiaries

Fair value measurement adjustments

Balance as of March 31, 2025

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 condensed 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.

The estimated

fair value of the convertible debts as of Mrach 31, 2025 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 condensed consolidated

statements of operations and comprehensive loss.

The significant

inputs in the valuation models as of March 31, 2025, are as follows:

Valuation method

Binomial Tree Model

Conversion price

Fair value of conversion units

Expected term (years)

Discount rate

Risk free rate

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”).

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

Recently issued accounting standards not yet

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.

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 unaudited condensed consolidated financial statements.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The Company is currently evaluating the impact on its

condensed 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).

believes the future adoption of this ASU is not expected to have a material impact on its condensed 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

the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the condensed

consolidated balance sheets, statements of operations and comprehensive loss and cash flows.

NOTE 3 —

LIQUIDITY AND GOING CONCERN

The accompanying unaudited condensed 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 nine months ended September 30, 2024,

the Company reported net loss of $ 28,849,026 and net cash outflows from operating activities of $ 20,742,386 .

As of September 30, 2024,

the Company had a working capital deficit of $ 40,488,317 and a stockholders’ deficit of $ 5,858,781 .

The accompanying condensed 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.

three months ended March 31, 2025, the Company reported net loss of approximately $XX million and net cash outflows from operating activities

of approximately $XX million.

As of March 31, 2025, the Company had a working capital deficit of approximately $271.7 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 unaudited condensed 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 exercises.

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.

To access capital to fund operations or provide growth capital, the Company will need to raise capital in

one or more debt and/or equity offerings.

for at least one year following the date these condensed 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.

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

1 unchanged sentence

Any failure to obtain financing

when required will have a material adverse impact on the Company’s business, operation and financial result.

Please refer to the

Company's Annual Report on Form 10-K for the year ended December 31, 2023, as filed on March 28, 2024, for further information about the

liquidity and going concern.

COMPLETION OF MERGER TRANSACTION

The Merger Transactions

In April 2024, the Company entered into a certain

Agreement and Plan of Merger (the “Original Merger Agreement”).

On August 30, 2024, the Company entered into an Amended and

Restated Agreement and Plan of Merger (as further amended, the “Merger Agreement”) by and between the Merger Sub, Triller,

and Bobby Sarnevesht.

The Merger Agreement has amended, restated and superseded the Original Merger Agreement accordingly (the “Merger

Transactions”).

Pursuant to the Merger Agreement, (a) Triller will complete its reorganization (the “Triller Reorganization”)

with Triller Hold Co LLC (“Triller LLC”), (b) the Company will domesticate to the United States as a Delaware corporation

(the “AGBA Domestication”), pursuant to which, among other things, all AGBA ordinary shares, par value $ 0.001 per share will

automatically convert into the same number of shares Delaware Parent Common Stock, as defined below (AGBA, when domesticated as a Delaware

corporation, is sometimes referred to as “Delaware Parent”) and (c) after giving effect to the Triller Reorganization and

the AGBA Domestication, Merger Sub will merge into Triller, with Triller as the surviving corporation and a wholly owned subsidiary of

Delaware Parent.

Stockholders’ Approval

On September 19, 2024, the Merger Transaction and other related proposals were approved by the stockholders of the Company at the extraordinary

general meeting of stockholders (the “EGM”).

Merger Closing

On October 15, 2024, the Company consummated the

Merger Agreement and completed the AGBA Domestication by changing its jurisdiction of incorporation from the British Virgin Islands to

the State of Delaware and changed its company name to “Triller Group Inc.” (“Triller Group” or “ILLR”).

to the Certificate of Incorporation of the Company, the par value of the common stock and preferred stock of the Company is $ 0.001 per

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

In connection with the consummation of the Merger

Transaction, on the closing date, the Company acquired 100 % of the outstanding capital stock and exercised the conversion of all restricted

stock units of Triller, in exchange for the following:

(i) issued 83,468,631 shares of common stock of ILLR to the Triller

stockholders;

(ii) 24,206,246 shares of common stock of ILLR to escrow agent;

(iii) issued 11,801,804 shares of Series A-1 preferred stock of

ILLR to the holders of Triller preferred stock, that are affiliated with the Company’s majority stockholder,

(iv) issued 30,851 shares of Series B preferred stock of ILLR

to Green Nature Limited, a British Virgin Islands company that is affiliated with the Company’s majority stockholder;

(v) converted all existing Triller restricted stock units into

16,908,829 shares of restricted stock units of ILLR (the “Triller Group RSUs”), and reserved an aggregate of 16,908,829 shares

of common stock of ILLR for future issuance upon the vesting of the Triller Group RSUs, and

(vi) adjusted an aggregate of 53,147,335 Triller warrants which

are to be reissued as Triller Group warrants in replacement thereof pursuant to an independent valuation.

Following the closing, the Company issued an aggregate

of 107,674,877 shares of its common stock, 11,801,804 shares of its Series A-1 preferred stock, and 30,851 shares of its Series B preferred

At the closing date and following the completion of the Merger Transaction and after giving effect to the Forward Split effected on October

1, 2024 and Reverse Split effected on October 15, 2024, the Company had approximately 155,159,817 shares of common stock issued and outstanding.

To date, the common stocks of ILLR were listed

and traded on the Nasdaq Stock Market under the symbol “ILLR”.

PROMISSORY NOTES RECEIVABLE AND PAYABLE

Financing Arrangements with Triller and Yorkville

On April 25, 2024, the Company entered into the

A&R SEPA with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), and Triller.

Pursuant to the A&R

SEPA, Triller, or the Company after the transactions contemplated by the Merger Agreement are closed, has the right to sell to Yorkville

up to $ 500 million shares of common stock, par value $ 0.001 per share, of the Company (“Common Stock”), subject to certain

limitations and conditions set forth in the A&R SEPA, from time to time during the term of the SEPA.

Sales of the shares of Common

Stock to Yorkville under the A&R SEPA, and the timing of any such sales, are at the Company’s option, and the Company

is under no obligation to sell any shares of Common Stock to Yorkville under the A&R SEPA except in connection with notices that may

be submitted by Yorkville.

In connection with the A&R SEPA, Yorkville

agreed to an advance to the Triller in the form of convertible promissory notes in a principal amount up to $ 8.51 million (the “First

Pre-Paid Advance”).

The First Pre-Paid Advance is amounted to 94.0 % of the principal amount to be drawn down.

Interest shall accrue

on the outstanding balance of First Pre-Paid Advance at an annual rate of 5 %, subject to an increase to 18 % upon an event of default as

described in the definitive agreement.

The maturity date of the First Pre-Paid Advance will be 12 months after its issuance date.

Yorkville may

convert the First Pre-Paid Advance into shares of the Common Shares at any time after the Merger at a fixed conversion price equal to

(i) the principal mount and interests, divided by (ii) the determination of the lower of (a) 100 % of the 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 20 % of the average of the daily 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, 20 % 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.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Second Pre-Paid Advance

On June 28, 2024, the Company, Triller and Yorkville

entered into the Second A&R SEPA to modify the A&R SEPA dated April 25, 2024.

Pursuant to the Second A&R SEPA, Yorkville will

(i) provide for the assignment by Triller and assumption by the Company of the rights and obligations of Triller under the A&R SEPA

and the promissory note of the First Pre-Paid Advance of $ 8.51 million from Triller dated April 25, 2024 and (ii) provide 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.

In connection with the Second A&R SEPA, the

Company issued convertible promissory notes in an aggregate of $ 33.51 million to Yorkville.

On July 2, 2024, the Company received $ 23.35

million, net of $ 150,000 direct legal fee incurred in arranging the Second A&R SEPA, from Yorkville.

Common Warrants to Yorkville

Also, pursuant to the 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 shares of common warrants to Yorkville (representing $ 8,377,500

or 25 % of the $ 33,510,000 the aggregated principal amount of the First Pre-Paid Advance and the Second Pre-Paid Advance) at a fixed price

of $ 5.67 per share.

Promissory Notes Receivable from Triller

In connection with the First and Second Pre-Paid

Advances issued by Yorkville under A&R SEPA and the Second A&R SEPA, Yorkville advanced $ 8.0 million and $ 20.3 million, respectively

to Triller and Triller issued promissory note to the Company in April and August 2024.

The promissory notes receivable from Triller included

interest receivables from Triller.

As of September 30, 2024, the promissory note

receivable from Triller was $ 28,344,339 , including an interest receivable of $ 369,339 , with the maturity date on June 28, 2025 .

Convertible Promissory Notes Payable, net

As of September 30, 2024, the aggregate principal

amount of the First and Second Pre-Paid Advances are $ 33.51 million and the convertible promissory notes payable to Yorkville are recorded

at $ 32.51 million, net of discount, as current liabilities on the condensed consolidated balance sheets.

The convertible promissory notes payable will be repayable within 12 months after the issuance date.

Also, Yorkville has the right to

convert the convertible promissory notes payable into the Company’s common stock at any time after the Merger Transaction at a fixed

conversion price.

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.

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

of convertible promissory notes payable as interest expense in the unaudited condensed consolidated statements of operations and comprehensive

loss of $ 518,959 and $ 612,575 for the three and nine months ended September 30, 2024, respectively.

The Company recorded accrued interest of

convertible promissory notes payable in interest expense in the unaudited condensed consolidated statements of operations

and comprehensive loss of $ 432,592 and $ 510,698 for the three and nine months ended September 30, 2024, respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

when required will have a material adverse impact on the Company’s business, operation and financial result.

their respective fair values as of the Acquisition

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.

NOTE 4 —

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 three months ended March 31, 2025 and

2024, the Company’s reportable segments comprised of the following:

The Social media segment consists of the Company’s operations related to its social media platform and related services for content creation and distribution

Sports streaming

The online streaming segment consists of the Company’s operations related to its online streaming service.

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 three months ended March 31, 2025 and 2024:

months ended March 31, 2025

interest income

asset management service fees

fees and paid-per-view fees

expenses for social media and streaming platform

and marketing expenses

and development expenses

and benefit expenses

and professional fee

and professional fee, related party

and operating fee, related party

for allowance for expected credit losses

general and administrative expenses

operating expenses

income (expense), net

exchange (loss) gain, net

on property and equipment

on intangible assets

on right-of-use assets

in fair value of convertible debts

in fair value of warrant liabilities

other expense, net

Three months ended March 31, 2024

Asset management service fees

Loans interest income

Total revenue

Operating expenses

Commission expense

Sales and marketing expenses

Research and development expenses

Personal and benefit expenses

Legal and professional fee

Legal and professional fee, related party

Office and operating fee, related party

Provision for allowance for expected credit losses

Other general and administrative expenses

Total operating expenses

Other income (expense)

Interest income

Interest expense

Investment loss, net

Total other income (expense), net

Income tax expense

Net income (loss)

The following tables present a summary of the

Company’s assets by reportable segment as of March 31, 2025 and December 31, 2024:

As of March 31, 2025

Long-term investments, net

As of December 31, 2024

Long-term investments, net

The Company had no capital expenditures by reportable

segment for the three months ended March 31, 2025 and 2024.

The Company’s major customers and operations

are based in Hong Kong and the United States.

NOTE 5 —

RESTRICTED CASH

As of September 30, 2024 and December 31, 2023,

the Company has $ 13,657,974 and $ 16,816,842 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

As of March 31, 2025 and December 31, 2024, the

Company has approximately $X million and $14.2 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 6 —

ACCOUNTS RECEIVABLE, NET

1 unchanged sentence

net consisted of the following:

September 30,

Accounts receivable

Accounts receivable – related parties

Accounts receivable –

related parties

allowance for expected credit losses

( 1,126,653 )

Accounts receivable, net

The accounts receivable due from related parties

represented the management service rendered to the portfolio assets of a related companies, which are controlled by the holding company,

represented the management service rendered to the portfolio assets of related companies, which are controlled by the holding company,

for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values

1 unchanged sentence

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:

September 30,

Balance at beginning of period/year

The following table presents the activity in

the allowance for expected credit losses:

Balance at beginning of period

Additions from acquisition of subsidiaries

Foreign translation adjustment

Balance at end of period/year

Balance at end of period

The Company generally conducts its business with

5 unchanged sentences

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 three and nine months ended September 30, 2024, the Company

has evaluated the probable losses on the accounts receivable and made a provision for allowance for expected credit losses of $ 214,416

and $ 808,274 , respectively.

For the three and nine months ended September

30, 2023, the Company has evaluated the probable losses on the accounts receivable and made a provision for allowance for expected credit

losses of $ 143,101 and $ 211,050 , respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

LOANS RECEIVABLE, NET

The Company’s

loans receivable, net was as follows:

September 30,

In addition, receivable balances are monitored

on an ongoing basis and its exposure to bad debts is not significant.

For the three months ended March 31, 2025 and

2024, the Company has assessed the probable loss and made a provision for allowance for expected credit losses of approximately $ XX

and $0.2 million on accounts receivable, respectively.

NOTE 7 —

LOANS AND NOTES RECEIVABLE,

Loans Receivables, net

The Company’s loans receivable, net was

Residential mortgage loans

6 unchanged sentences

The interest rates on loans issued ranged between

9.00 % and 10.50 % (for the nine months ended September 30, 2023:

9.00 % to 10.50 %) per annum for the nine months ended September 30, 2024.

Mortgage loans are secured by collateral in the pledge of the underlying real estate properties owned by the borrowers.

As of September

30, 2024, the net carrying amount of the loans receivable was $ 1,670,118 , which included an interest receivable of $ 114,616 .

10.00% and 10.50% (2024:

9.00% to 10.50%) per annum for the three months ended March 31, 2025 and 2024.

Mortgage loans are secured by

collateral in the pledge of the underlying residential properties owned by the borrowers.

As of March 31, 2025, 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 September 30, 2024 and

December 31, 2023.

creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans as of Mrach 31, 2025 and December

The following table presents the activity in

the allowance for expected credit losses:

Balance at beginning of period

Foreign translation adjustment

Balance at end of period

Estimated allowance for expected credit losses

1 unchanged sentence

on an assessment of specific evidence indicating doubtful collection, historical loss experience, loan balance aging and prevailing economic

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.

1 unchanged sentence

adjustments would affect earnings in the period that adjustments are made.

For the three and nine months ended September

30, 2024, the Company has evaluated the probable losses on loans receivable and made a provision for allowance for expected credit losses

of $ 5,482 and $ 9,037 , respectively.

For the three and nine months ended September 30, 2023, the Company

has evaluated the probable losses on loans receivable and made a provision for allowance for expected credit losses of $ 1,414 and $ 1,414 ,

respectively.

NOTES RECEIVABLE, 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 $ 1,673,525 notes, in batches, which are payable on or before January 31, 2024 and bears

a fixed interest rate of 8 % per annum.

On April 30, 2024, the Company entered into a purchase and sale agreement with an independent third

party to sell all its convertible loan notes on Investment A for a purchase price of $ 412,360 .

The transaction was completed on April

For the three and nine months ended September 30, 2024, the Company has evaluated the probable losses on notes receivable and

made a provision for allowance for expected credit losses of nil and $ 155,187 , respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the three months ended March 31, 2025 and

2024, 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.

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.

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.

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 three months ended

March 31, 2025 and 2024, 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.

LONG-TERM INVESTMENTS, NET

Long-term investments, net consisted of the following:

September 30,

Marketable equity securities:

1 unchanged sentence

Investment E, related party

Investment G under purchase option

Investment F (a)

Investment G (b)

Investment H (c)

Net carrying value

Less than 0.001%

in Marketable Equity Securities

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.

As of September 30, 2024 and December 31, 2023, Investment C was recorded

at fair value of $ 1,380 and $ 595 , which were traded at a closing price of $ 21.21 and $ 9.15 per share, respectively.

in Non-Marketable Equity Securities

was listed and publicly traded on Nasdaq Stock Exchange.

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, and investments in close-ended partnership funds which concentrated

in the healthcare sector.

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.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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

4 unchanged sentences

Fair value is estimated using the best information available, which may include cash flow projections or other available market data.

On February 5, 2024, the Company entered into

a purchase and sale agreement with an independent third party to sell all its equity interest in Investment F for a purchase price of

$ 2.15 million and the transaction was completed on February 19, 2024.

Investments Under Purchase Option

On September 6, 2024, the Company received the

warrant containing a purchase option to acquire 285,353 units of Class C of the consultant, equal to 4.11 % of its equity interest, at

an exercise price of $ 0.001 per unit, over a period of 5 years (see Note 14).

This warrant containing a purchase option of equity securities

was recorded as an investment in non-marketable equity securities and measured at the fair value of $ 6,028,100 under ASC Topic 321, as

of September 30, 2024.

Under ASC Topic 820-10, the warrant was classified as Level 3 due to

the use of unobservable inputs.

The fair value of the warrant is valued by an independent valuer using a Binominal pricing model with

the following key inputs at the measurement date:

September 30,

Risk-free interest rate

Exercise price

Warrant remaining life

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The following table presents the movement of non-marketable

equity securities as of September 30, 2024 and December 31, 2023:

September 30,

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.

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 .

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 7.35 million shares of ordinary shares of AGBA at the current market value of $2.51 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 in January 2025, 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(ii)).

The following table presents the movement of

non-marketable equity securities as of Mrach 31, 2025 and December 31, 2024:

Balance at beginning of period/year

( 2,152,251 )

Downward adjustments

( 10,092,729 )

Foreign exchange adjustment

Balance at end of period/year

Cumulative unrealized gains and losses, included in the carrying value of the Company’s non-marketable equity securities:

September 30,

Cumulative unrealized gains and losses, included

in the carrying value of the Company’s non-marketable equity securities:

Downward adjustments (including impairment)

$ ( 37,385,007 )

$ ( 37,347,329 )

Upward adjustments

$ ( 31,175,650 )

$ ( 31,137,972 )

Investment income (loss), net is recorded as other

income (expense) in the Company’s unaudited condensed consolidated statements of operations and comprehensive loss, and consisted

of the following:

Investment loss, net is recorded as other expense

in the Company’s condensed consolidated statements of operations and comprehensive loss and consisted of the following:

For the three months ended

September 30,

Marketable equity securities:

Unrealized gain (loss) from the changes in fair value – Investment C

Non-marketable equity securities:

Unrealized loss (including impairment) – Investment F

( 1,029,766 )

Dividend income

Investment income (loss), net

$ ( 792,907 )

For the nine months ended

September 30,

Marketable equity securities:

Unrealized gain from the changes in fair value – Investment C

Realized gain from sale of Investment C

Non-marketable equity securities:

Unrealized loss (including impairment) – Investment B

Unrealized loss (including impairment) – Investment F

( 2,457,537 )

Dividend income

Investment (loss) income, net

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

September 30,

Mortgage borrowings

Short-term borrowings, related party

Unrealized losses (including impairment) –

Investment loss, net

NOTE 9 —

ACCOUNTS PAYABLE AND OTHER

CURRENT LIABILITIES

Accounts payable

and other current liabilities consisted of the followings:

Accounts payable

Provision for potential litigation expense

Music contingencies

Accrued professional expenses

Redemption liability

Loan interest payable

Loan interest payable –

related party

Accrued payroll

Other accrued liabilities

NOTE 10 —

The borrowings

consisted of the followings:

Mortgage borrowings (a)

Short-term loans (b)

Short-term loans, related parties (c)

Factoring loan (d)

Mortgage Borrowings

In February 2023, the Company obtained a mortgage loan of $ 1,793,001

(equivalent to HK$ 14,000,000 ) 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 premises owned by the Company.

As of September 30, 2024,

the carrying value of the loan is $ 1,066,160 .

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 will

be completed in February 2025.

In July 2024, the Company partially settled $ 787,157 ,

including $ 18,678 interest expense (equivalent to principal and interest of HK$ 6,000,000 and HK$ 145,833 , respectively).

The remaining

principal and accrued interest is expected to settle in November 2024.

Short-term Borrowings

In September 2023, the Company obtained a short-term

borrowing of $ 5,000,000 from the Company’s major stockholder’s ultimate holding company, which bears interest at a fixed rate

of 12.00 % 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.

The Company entered into certain supplementary agreements to renew and extend the maturity to the end of November 2024.

－ OPERATING LEASES

The Company has entered into commercial operating

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

The lease has original terms exceeding 1 year, but not more

than 3 years with an option to renew for a further term of 3 years.

The operating lease is included in “Right-of-use assets, net”

on the condensed consolidated balance sheets and represented 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 condensed consolidated

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

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 and June 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 January and June 2025.

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 $9.5

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 condensed consolidated balance sheets.

incurred approximately $2.1 million in interest expense and made aggregate payments of approximately $4.1 million toward the various

short-term loans during the three months ended December 31, 2024.

As of December 31, 2024, the aggregate outstanding principal and accrued

interest was approximately $11.0 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 condensed

consolidated financial statements, the Company has not repaid the amount due and considered default of settlement.

Short-term Loans, Related

In September 2023, the Company obtained short-term

loans of approximately $5.0 million from Giant Wisdom Ventures Limited, a company controlled by major stockholder of the Company, 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 De Silva 2000 Living Trust 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 one of its stockholders, TAG Holding Limited 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.

short-term loan agreement with Giant Wisdom Ventures Limited 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.

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.

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

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.

of December 31, 2024, the outstanding principal balance, net of debt discount, was approximately $0.2 million.

NOTE 11 —

CONVERTIBLE DEBTS, NET

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, 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 condensed consolidated

balance sheets.

Supplemental balance sheet information related

to operating leases was as follows:

September 30,

Operating lease:

Right-of-use asset

accumulated amortization

( 2,447,706 )

( 1,004,432 )

Right-of-use asset, net

Lease liabilities:

Current lease liabilities

Non-current lease liabilities

Total lease liabilities:

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Operating lease expense for the three months ended

September 30, 2024 and 2023 was $ 643,708 and $ 640,920 , respectively, is included in other general and administrative expenses in the unaudited

condensed consolidated statements of operations and comprehensive loss.

Operating lease expense for the nine months ended September 30, 2024

and 2023 was $ 1,927,851 and $ 854,470 , respectively, is included in other general and administrative expenses in the unaudited condensed

consolidated statements of operations and comprehensive loss.

Other supplemental information about the Company’s

operating lease as of September 30, 2024 and December 31, 2023 are as follow:

September 30,

2024 December 31,

Weighted average discount rate 6.58 % 6.58 %

Weighted average remaining lease term (years) 4.67 5.42

Maturities of operating lease liabilities as of

September 30, 2024 were as follows:

For the year ending September 30,

Operating lease

Total minimum lease payments

imputed interest

( 1,889,181 )

Future minimum lease payments

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 condensed consolidated statements of operations and comprehensive

As of the date of issuance of these condensed consolidated financial statements, the Company has not repaid the amount due and

considered default of settlement.

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 condensed consolidated financial

statements, the Company has not repaid the amount due and considered default of settlement.

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, a Cayman Islands exempt

limited partnership (“Yorkville”), 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

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

The Second Pre-Paid Advance amounted to 94.0% of the principal amount to be drawn down.

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.

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.

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

The Company recorded amortization of debt discount

and direct issuance costs and accrued interest of convertible promissory notes payable in interest expense in the condensed consolidated

statements of operations and comprehensive loss of approximately $2.2 million and $0.9 million for the three months ended March 31, 2025

and 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 condensed consolidated financial statements, the Company has

not repaid the amount due and considered default of settlement.

NOTE 12 —

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”),

private warrants issued in AGBA’s SPAC IPO (“AGBA SPAC Private Warrants”), Class A warrants (“AGBA Class A Warrants”),

and common warrants (“AGBA Common Warrants,” together with AGBA Class A Warrants and AGBA SPAC Private Warrants, “AGBA

Private Warrants,” together with AGBA Public Warrants, “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

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 were assigned to and assumed by Triller

Group (“Triller Group Warrants”).

Accordingly, as of the close of business on October 15, 2024, each AGBA Public Warrant and

each AGBA SPAC Private 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;

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 and each AGBA SPAC Private 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

The Company has

issued the different classes of warrants, as follows:

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,

Equity Classified Warrants

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.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Once the public 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;

● 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 $ 33.00 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.

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:

whole and not in part;

a price of $0.01 per warrant;

a minimum of 30 days’

prior written notice of redemption,

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

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 stocks 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)

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

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 our option to require all holders to exercise their warrants on a “cashless basis” will

depend on a variety of factors including the price of the common stock at the time the warrants are called for redemption, the Company’s

Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis”

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’ Equity Section on the condensed consolidated balance sheets

without subsequent fair value re-measurement.

As of September 30, 2024 and December 31, 2023,

there were 4,600,000 public warrants outstanding.

Other than the public warrants, the Company has

accounted for and presented certain warrants as liabilities on the condensed 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.

SPAC Private Warrants

The SPAC private warrants are identical to

the public warrants, except that the SPAC private warrants and the common stocks issuable upon the exercise of the SPAC private

warrants were not transferable, assignable or salable until after the completion of the business combination on November 14, 2022,

subject to certain limited exceptions.

Additionally, the SPAC private warrants will be exercisable on a cashless basis and will be

non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the SPAC private warrants are

held by someone other than the initial purchasers or their permitted transferees, the SPAC private warrants will be redeemable by

the Company and exercisable by such holders on the same basis as the public warrants at a price of $ 23.00 per full share.

As of September 30, 2024 and December 31, 2023,

there were 225,000 SPAC private warrants outstanding, with aggregate value of $ 8,102 and nil , respectively.

The changes in fair value for the three and nine months ended September

30, 2024 were $( 981 ) and $ 8,102 , respectively.

The changes in fair value for the three and nine

months ended September 30, 2023 were $ 1,106 and $ 3,481 , respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Warrants – 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 $ 1.40 per share under

the private placement, to an institutional investor, a director and officers 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 September 30, 2024 and December 31, 2023,

there were 1,469,840 and nil warrants - class A outstanding, respectively, with aggregate value of $ 1,896,657 and nil , respectively.

The changes in fair value for the three and nine

months ended September 30, 2024 were $ 156,864 and $ 1,896,657 respectively.

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 condensed consolidated

balance sheets without subsequent fair value re-measurement.

As of March 31, 2025 and December 31, 2024, there

were XX and 4,600,000 public warrants of Triller Group Warrants outstanding.

Replacement Warrants

On October 15, 2024, pursuant to the Merger Agreement,

the Company issued 49,697,115 Triller Group Replacement Warrants to replace Triller Corp.

Each replacement warrant entitles

the holder thereof to purchase one share of common stock at a price of $3.1946 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 2028.

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.

“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 March 31, 2025 and December 31, 2024, there

were XX and 49,697,115 replacement warrants of Replacement Warrants outstanding, respectively.

Liability Classified Warrants

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 $1.40 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 –

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

As of March 31, 2025 and December 31, 2024, there

were XXX and 1,469,840 Warrants - Class A of Triller Group Warrants outstanding, respectively, with aggregate value of approximately

$1.0 million and nil, respectively.

Common Warrants

One June 28, 2024, the Company issued 2,957,008

common warrants to Yorkville, in connection with the Second A&R SEPA, representing $ 8,377,500 or 25 % of the $ 33,510,000 the aggregate principal

amount of the First Pre-Paid Advance and the Second Pre-Paid Advance (see Note 5).

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 September 30, 2024 and December 31, 2023,

there were 2,957,008 and nil common warrants outstanding, respectively, with aggregate value of $ 2,376,695 and nil , respectively.

The changes in fair value for the three and nine

months ended September 30, 2024 were $ 476,167 and $ 2,376,695 , respectively.

As of March 31, 2025 and December 31, 2024, there

were XX and 1,431,561 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 condensed consolidated balance sheets, in accordance with ASC 480.

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 September 30, 2024

Common Warrants

Warrants – Class A

As of March 31, 2025

Warrants –

Risk-free interest rate

Exercise price

Warrant remaining life

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 14 － STOCKHOLDERS’ (DEFICIT) EQUITY

To date, the Company’s common stock is currently

traded on the Nasdaq Capital Market under the symbol “ILLR”, which was previously traded under the symbol “AGBA.”

On October 15, 2024, the Company changed its domicile

from British Virgin Islands to the State of Delaware.

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.

To date, the Company has authorized a total of

100,000,000 shares of preferred stock.

Of this amount the Company has designated 11,803,398 shares and 35,000 shares to two classes of

preferred stock, Series A-1 Preferred Stock and Series B Preferred Stock, respectively.

Warrant remaining life (years)

NOTE 13 —

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,

on the condensed 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”

condensed consolidated balance sheets.

Supplemental balance sheet information related

to the operating lease was as follows:

December 31, 2024

Operating lease:

Right-of-use asset

accumulated amortization and impairment

Right-of-use asset, net

Lease liabilities:

Current lease liabilities

Non-current lease liabilities

Total lease liabilities

Operating lease expense for the three months

ended March 31, 2025 and 2024 was approximately $2.6 million and $1.5 million, respectively.

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 three months ended March 31, 2025 and 2024.

Consequently, the Company recorded impairment of right-of-use asset of approximately $1.7 million during the three months ended March

31, 2025 and 2024.

Other supplemental information about the Company’s

operating lease as of March 31, 2025 and December 31, 2024 are as follow:

December 31, 2024

Weighted average discount rate

Weighted average remaining lease term (years)

Maturities of operating lease liabilities as

of March 31, 2025 were as follows:

For the year ending March 31,

Operating lease

Total minimum lease payments

imputed interest

Total operating lease liabilities

STOCKHOLDERS’

(DEFICIT) EQUITY

The Company has 150,000,000,000 authorized shares

of common stock, with a par value of $0.001 per share.

During the three months ended March 31, 2025,

the Company issued XX shares of common stock as follows:

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

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.

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.

484,125 shares of common

stock to Apex Twinkle Limited to partially settle the finder fee payable.

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.

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 current

market value of $2.51 per share in exchange of 285,353 units of Class C of Investment H, equal to 3.79% of its equity interest.

1,306,970 shares of common

stock for the settlement of the accrued salaries and salaries incurred during the year to the directors and officers.

290,475 shares of common

stock to the independent directors of the Company under the 2024 Equity Incentive Plan.

480,426 shares of common

stock to Yorkville as a commitment fee pursuant to A&R SEPA.

(see Note 16(iii))

83,468,631 shares of common

stock to the Triller Corp stockholders in connection with the Merger Transaction.

183,815 shares of common

stock for settlement of claims that relate to the affairs of Triller Corp.

prior to the Closing date with common stock held in escrow.

168,477 fractional shares

of common stock resulting from rounding up to whole shares upon the effectiveness of Reverse Split.

There were XX and 138,143,817 shares of common

stock issued and outstanding, as of March 31, 2025 and December 31, 2024, respectively.

To the date of the accompanying condensed consolidated

financial statements issued, there were 197,266,991 shares of common stock issued and outstanding.

The subsequent issuance of common

stocks is listed from (i) to (vii) in Note 26.

For the three months ended March 31, 2025 and

2024, the Company recorded approximately $77.8 million and $11.2 million stock-based compensation expense, respectively which is included

in the personal and benefit expense and legal and professional fee in the condensed consolidated statements of operations and comprehensive

Preferred Stock

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

6 unchanged sentences

thereof, into such number of fully paid and non-assessable shares of common stock.

There were nil shares of Series A-1 Preferred Stock issued and outstanding

as of September 30, 2024 and December 31, 2023.

In connection with the Merger Transaction, the

Company issued 11,801,804 shares of Series A-1 Preferred Stock to the holders of Triller Corp preferred stock and 11,801,804 shares of

Series A-1 Preferred Stock to be issued to Giant Wisdom Ventures Limited.

There were XX and 11,801,804 shares of Series

A-1 Preferred Stock issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

Series B Preferred Stock

3 unchanged sentences

for each share of Series B Preferred Stock held by such holder.

There were nil shares of Series B Preferred Stock issued and outstanding

as of September 30, 2024 and December 31, 2023.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(or equivalent to ordinary shares)

Forward and Reverse Stock Splits

On October 1, 2024, the Company effected a 1.9365-to-1

forward stock split (the “Forward Split”), resulting increase in the total number of authorized ordinary shares from 1,500,000,000

to 2,904,753,145 , increase in the outstanding ordinary shares from 97,736,035 shares to 189,265,804 shares and reduction of par value

from $ 0.001 to $ 0.000516395 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

All fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock.

and warrant numbers and per share amounts are retroactively presented in this Form 10-Q to reflect the impact of the Forward Split and

the Reverse Split as if they had taken effect on January 1, 2023.

To date, the Company has 1,400,000,000 authorized

shares of common stock, with a par value of $ 0.001 per share.

During the nine months ended September 30, 2024,

the Company issued 14,076,317 shares of common stock as follows:

(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) 1,325,458 shares of common stock to the employees of the Company to compensate for the contributions of

their services and performance.

(iii) 2,520,169 shares of common stock to certain consultants to compensate their services rendered.

As of September 30, 2024, the unrecognized deferred equity compensation amounting to $ 7,994,977 was recorded in the additional paid-in capital 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 711,586 shares of common stock at a purchase price of $ 1.45 per share under the private placement, to an institutional investor, a director and officers of the Company, on May 2, 2024.

Among 3,557,932 shares of common stock, in December 2023, the Company received gross proceeds of $ 1,850,314 from an institutional investor in exchange of 1,279,688 shares of common stock and settled the accrued salaries of $ 1,242,850 with an aggregate of 859,564 shares of common stock to a director and officers 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 a consultant to compensate services for a period of two years commenced in September 2024 and to receive the warrant containing a purchase option to acquire the equity interest of the consultant, with the aggregate fair value of $ 18,456,585 , at the current market value of $ 2.51 per share.

Under the consulting agreement, the Company received the warrant to purchase 285,353 units of Class C of the consultant, equal to 4.11 % of its equity interest, at an exercise price of $ 0.001 per unit, over a period of 5 years.

During the three and nine months ended September 30, 2024, the Company recorded $ 520,000 and $ 520,000 of consultancy service fee, respectively in the unaudited condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2024, the unrecognized deferred equity compensation amounting to $ 11,908,485 was recorded in the additional paid-in capital and will be amortized over the remaining service period and $ 6,028,100 of long-term investments, net in the condensed consolidated balance sheets.

(vii) 702,726 shares of common stock for the settlement of the accrued salaries to the directors and officers.

(viii) 58,095 shares of common stock to the independent directors of the Company under the 2024 Equity Incentive

(ix) 636,899 shares of common stock to a related company which owned by the Chairman of the Company to compensate

for the advisory services rendered.

(x) 604,244 shares of common stock for the settlement of the accrued director’s fee to the Chairman

of the Company.

(xi) 459,919 shares of common stock to the employees and officers of the Company to compensate for their services

and performance.

(xii) 845 fractional shares of common stock resulting from rounding up to whole shares upon the effectiveness

of Reverse Split.

In connection with the Merger Transaction, the

Company issued 30,851 shares of Series B Preferred Stock to Green Nature Limited, an affiliate of the Company’s majority stockholder.

There were XX and 30,851 shares of Series B Preferred

Stock issued and outstanding as of March 31, 2025 and December 31, 2024, respectively.

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).

Common Stock To Be Issued

The Company has committed to issue common stocks

as compensation for services:

9,672,500 common stocks

to a consultant under a consulting agreement.

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 issued and outstanding, as of September 30, 2024 and December 31, 2023, respectively.

During the three months ended September 30, 2024

and 2023, the Company recorded $ 2,564 and $ 2,150,680 share-based compensation expense, respectively which is included in the legal and

professional fee in the unaudited condensed consolidated statements of operations and comprehensive loss.

During the nine months ended September 30, 2024 and 2023, the Company

recorded $ 218,012 and $ 8,026,400 share-based compensation expense, respectively which is included in the legal and professional fee in

the unaudited condensed consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Common Stock To

There were nil and 2,350,081 shares of common stock

to be issued, as of September 30, 2024 and December 31, 2023, respectively.

Subscription Receivable

Subscription receivable is related to the private

placement commenced in November 2023, whose common stocks were issued to a director of the Company on May 2, 2024.

The gross proceed of

$ 2,051,280 in relation to the corresponding 1,418,680 shares of common stock is expected to be settled by the director of the Company

on or before December 31, 2024.

Forgiveness of Amount Due to the Holding

During the nine months ended September 30, 2024

and 2023, the holding company of the Company agreed to forgive a debt of nil and $ 12,593,384 , in aggregate, respectively, representing

certain amount due to it and treat as additional paid-in capital.

common stock to be issued, as of March 31, 2025 and 2024, respectively.

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 three months ended March 31, 2025

and 2024, 183,815 and nil shares common stock held in escrow are transferred out to settle claims that relate to the affairs of Triller

prior to the Closing date with common stock held in escrow.

There were XX and 24,022,431 shares of common

stock held in escrow issued and outstanding as of March 31, 2025 and 2024, respectively.

Forgiveness of Amount Due

to the Holding Company

During the three months ended March 31, 2025

and 2024, the holding company 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.

2023 Share Award Scheme

(the “Scheme”)

Pursuant to the Share Award Scheme, the Company

1 unchanged sentence

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 share-based compensation expense in the unaudited condensed

the period is measured based on the closing price of the Company’s common stocks as reported by Nasdaq Exchange on the date of

For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the condensed

consolidated statements of operations and comprehensive loss.

As of September 30, 2024, 491,797 shares of common

stock are available to issue under this plan.

During the three months ended September 30, 2024

and 2023, the Company recorded nil and nil share-based compensation expense, respectively which is included in the personnel and benefit

expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

During the nine months ended September 30, 2024 and 2023, the Company

recorded $ 1,565,880 and nil share-based compensation expense, respectively which is included in the personnel and benefit expenses in

the unaudited condensed consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Restricted Share Units (“RSUs”)

Restricted Share Units

(“RSUs”)

In December 2022, the Company approved and granted

7 unchanged sentences

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 three months ended September 30, 2024

and 2023, the Company recorded $ 250,567 and $ 1,317,600 share-based compensation expense, respectively which is included in the personal

and benefit expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 751,701 and $ 3,952,800 share-based compensation expense, respectively which is included in the personal

and benefit expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

As of September 30, 2024 and December 31, 2023,

total unrecognized compensation remaining to be recognized in future periods for RSUs totaled $ 1.2 million and $ 1.9 million, respectively.

They are expected to be recognized over the weighted average period of 1.08 years.

A summary of the activities for the Company’s

RSUs as of September 30, 2024 and December 31, 2023 is as follow:

September 30, 2024

December 31, 2023

Outstanding, beginning of period/year

( 1,618,783 )

Outstanding, end of period/year

Incentive Plan

As of March 31, 2025 and December 31, XX and

2024, 388,683 shares of common stock are available to issue under this plan.

During the three months ended March 31, 2025

and 2024, 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 condensed consolidated statements of operations and comprehensive loss.

As of March 31, 2025 and December 31, 2024, total

unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $0.7 million.

They are expected

to be recognized over the weighted average period of 1.37 years.

A summary of the activities for the Company’s

RSUs as of March 31, 2025 and December 31, 2024 is as follow:

of December 31,

Outstanding, beginning of year

Outstanding, end of year

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 shares of common stock on August 29, 2024.

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 share-based compensation expense in the unaudited condensed

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 condensed

consolidated statements of operations and comprehensive loss.

As of September 30, 2024, 36,016 shares of common

stock are available to issue under this plan.

During the three months ended September 30, 2024,

the Company recorded $ 3,059,390 and $ 764,923 share-based compensation expense, respectively which is included in the personal and benefit

expenses and legal and professional fee, respectively in the unaudited condensed consolidated statements of operations and comprehensive

During the nine months ended September 30, 2024,

the Company recorded $ 3,059,390 and $ 764,923 share-based compensation expense, respectively which is included in the personal and benefit

expenses in the unaudited condensed consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

－ OPERATING EXPENSES

Pursuant to the terms of respective contracts,

commission expense represents certain premiums from insurance or investment products paid to agents.

Commission rates vary by market due

to local practice, competition, and regulations.

The Company charged commission expense on a systematic basis that is consistent with

the revenue recognition.

During the three months ended September 30, 2024

and 2023, the Company recorded $ 1,934,131 and $ 8,915,811 commission expenses, respectively.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 7,696,943 and $ 28,195,740 commission expenses, respectively.

Personnel and Benefit Expense

Personnel and benefit expense mainly consisted

of salaries and bonus paid and payable to the employees of the Company.

During the three months ended September 30, 2024

and 2023, the Company recorded $ 6,826,869 and $ 7,764,353 personnel and benefit expense, respectively.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 18,364,075 and $ 22,671,813 personnel and benefit expense, respectively.

Legal and Professional Fees

Legal and professional fees mainly consisted of

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

During the three months ended September 30, 2024

and 2023, the Company recorded $ 2,843,599 and $ 3,530,585 legal and professional fees, respectively.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 5,456,693 and $ 12,500,587 legal and professional fees, respectively.

Other General and Administrative Expenses

The Company incurred different types of expenditures

under other general and administrative expenses.

They primarily consist of depreciation of property and equipment and management fee expenses

which are allocated for certain corporate office expenses.

During the three months ended September 30, 2024 and 2023, the Company recorded $ 1,152,530 and $ 805,785 other general and administrative

expenses, respectively.

During the nine months ended September 30, 2024

and 2023, the Company recorded $ 3,440,851 and $ 2,242,167 other general and administrative expenses, respectively.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

－ INCOME TAXES

The provision

for income taxes consisted of the following:

As of March 31, 2025 and December 31, 2024, XX

and 36,016 shares of common stock are available to issue under this plan.

NOTE 15 —

INCOME TAX EXPENSE

The provision for income tax expense consisted

of the following:

For the three months ended

September 30,

For the nine months ended

September 30,

Other than U.S.

Income tax expense

The Company’s subsidiaries mainly operate

in Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows:

For the three months ended

Income tax expense

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:

United States of America

Upon the redomiciliation from the British Virgin

Islands to the State of Delaware, the Company is subjected to the federal income tax rate of 21 %.

The Company is formed in the State of Delaware,

the Company is subject to the federal income tax rate of 21%.

British Virgin

The Company’s subsidiaries incorporated

in the British Virgin Islands are not subject to taxation.

In addition, upon payments of dividends by these entities to their stockholder,

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.

The Company’s subsidiaries operating in

Hong Kong is subject to the Hong Kong Profits Tax at the income tax rates ranging from 8.25 % to 16.5 % on the assessable income arising

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 three months ended March 31, 2025 and

2024, 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.

The reconciliation of income tax rate to the

effective income tax rate based on loss before income tax expense for the three months ended March 31, 2025 and 2024 are as follows:

For the three months ended

Loss before income taxes

$ (1,138,036 )

Statutory income tax rate

Income tax expense at statutory rate

Income not subject to taxes

Non-deductible items:

- Share based compensation

- Investment loss

Effect of difference tax jurisdiction

Under provision of prior years

Change in valuation allowance

Income tax expense

For the three months ended

December 31, 2024, other non-deductible expenses mainly consisted of impairment loss on goodwill and other non-current assets.

The following

table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2024 and December 31, 2023:

September 30,

table sets forth the significant components of the deferred tax assets of the Company as of March 31, 2025 and December 31, 2024:

Deferred tax assets, net:

1 unchanged sentence

valuation allowance

( 12,861,058 )

( 8,909,692 )

Deferred tax assets, net:

The movement of valuation allowance is as follows:

September 30,

Balance as of beginning of the period/year

$ ( 8,909,692 )

$ ( 5,461,370 )

( 3,951,366 )

( 3,448,322 )

Balance as of end of the period/year

$ ( 12,861,058 )

$ ( 8,909,692 )

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

As of September 30, 2024 and December 31, 2023,

the operations incurred $ 78.0 million and $ 54.0 million, respectively of cumulative net operating losses which can be carried forward

to offset future taxable income.

of valuation allowance is as follows:

For the three months ended

Balance as of beginning of the period

Balance as of end of the period

As of Mrach 31, 2025 and December 31, 2024, 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.

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 than not that these assets will

not be realized in the future.

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.

1 unchanged sentence

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 September 30, 2024 and December 31, 2023, the Company did not have any significant unrecognized uncertain

tax positions.

The Company incurred and settled minimal interest related to potential underpaid income tax expenses for the nine months

ended September 30, 2024 and did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months

from September 30, 2024.

－ SEGMENT INFORMATION

The following tables present the summary information

by segment for the three and nine months ended September 30, 2024 and 2023:

For the three months ended September 30, 2024

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

Commission expense

Income (loss) from operations

( 7,275,168 )

( 4,436,106 )

( 10,182,992 )

Investment income, net

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the three months ended September 30, 2023

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

Commission expense

Income (loss) from operations

( 5,666,668 )

( 7,565,926 )

( 11,342,515 )

Investment loss, net

For the nine months ended September 30, 2024

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

Commission expense

Income (loss) from operations

( 12,375,689 )

( 16,738,689 )

( 25,783,493 )

Investment loss, net

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the nine months ended September 30, 2023

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

Commission expense

Income (loss) from operations

( 10,068,524 )

( 31,328,202 )

( 36,319,457 )

Investment income, net

All of the Company’s

customers and operations are based in Hong Kong.

NOTE 18－ RELATED PARTY BALANCES AND TRANSACTIONS

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

(including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits

associated with the tax positions.

As of March 31, 2025 and December 31, 2024, 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 three months ended March 31, 2025 and 2024 and also did not anticipate any significant increases or decreases in unrecognized tax

benefits in the next 12 months from March 31, 2025.

RELATED PARTY BALANCES AND TRANSACTIONS

The table below sets forth major related parties

of the Company and their relationships with the Company.

with the Company

Investment private funds

controlled by the holding company of the Company

Investment private funds

controlled by the holding company of the Company

TAG Holdings Limited

Stockholder of the Company

TAG Financial Holdings

Company controlled by common

stockholder of the Company

Convoy Financial Services

Company controlled by common

stockholder of the Company

Convoy Global Holdings

Company controlled by common

stockholder of the Company

Giant Wisdom Ventures Limited

Company controlled by major

stockholder of the Company

Merchant Capital LLC

controlled by the former chairman of the Company

Suet Fai Almond

Operating Officer of the Company

controlled by director of subsidiaries of the Company

Healthcare Holdings Limited

with common director of the Company

Total Formation Inc.

Stockholder of the Company

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 attain

adequate financing through sales of its equity or traditional debt financing.

There is no formal written commitment for continued support

by the holding company.

by the stockholder.

Amounts represent advances or amounts paid in satisfaction of liabilities.

Related party balances

Related party balances consisted of the following:

September 30,

Balance with related parties:

Accounts receivable

Other current liabilities

Amount due to the holding company

Long-term investment – Investment E

Subscription receivable

(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 is controlled

by the holding company.

(b) Borrowing is obtained from the Company’s major stockholder of

ultimate holding company.

The amount was secured, interest-bearing and repayable by the end of November 2024, as extended (see Note 11).

arising from transactions between the Company and the holding company, such as advances made by the holding company on behalf of the

Company, advances made by the Company on behalf of the holding company, and allocated shared expenses paid by the holding company.

the nine months ended September 30, 2024 and 2023, amounts due to the holding company of nil and $ 12,593,384 , respectively, were forgiven

Long-term investment –

Convertible debts

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 is controlled by the holding company.

Other current liabilities

due to related parties represented the interest payable accrued on the short-term borrowings from four related parties (see Note

Borrowings consisted of

short-term loans obtained from the Company’s senior management, major stockholder of ultimate holding company, a company controlled

by director of subsidiaries and a stockholder.

The amounts were secured, interest-bearing and repayable on demand (see Note 15(c)).

Amount due to the holding

company are those nontrade payables arising from transactions between the Company and the holding company, such as advances made

by the holding company on behalf of the Company, advances made by the Company on behalf of the holding company, and allocated shared

expenses paid by the holding company.

During the three months ended March 31, 2025 and 2024, amounts due to the holding company of

nil and $12.6 million, respectively, were forgiven (see Note 19).

The Company purchased 4%

equity interest in Investment E from a related party in May 2021, based on historical cost.

The Company has a common director with

Investment E.

TFI Note obtained from

the Company’s major stockholder of ultimate holding company.

The amount was secured, interest-bearing, and repayable in June

2026 (see Note 16).

(d) The Company purchased 4 % equity interest in Investment E from

a related party in May 2021, based on historical cost.

The Company has a common director with Investment E.

(e) Subscription receivable is related to the private placement

commenced in November 2023, whose common stocks were issued to a director of the Company on May 2, 2024.

The gross proceed of $ 2,051,280

in relation to the corresponding 1,418,680 shares of common stock is expected to be settled by the director of the Company on or before

December 31, 2024.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Transactions with related

In the ordinary course of business, during the

three and nine months ended September 30, 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):

three months ended March 31, 2025 and 2024, 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 three months ended

September 30,

For the nine months ended

September 30,

Nature of transactions

Asset management service income

Office and operating fee charge

General and administrative expense allocated

Office rental and operating fees

Legal and professional fees

(f) Under the management agreement, the Company shall provide management

service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which is controlled

by the holding 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.

(g) Pursuant to the service agreement, the Company agreed to pay

the office and administrative expenses to the holding company 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 by the

holding company.

(h) Certain amounts of general and administrative expenses were

allocated by the holding company.

(i) On September 19, 2023, the Company entered into an advisory

services agreement with a related company, which owned by the Chairman of the Company, for a monthly fee of $ 83,333 .

The service will

be terminated by either party upon 90 days prior written notice.

Interest expense

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 is controlled by the shareholder, 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.

Pursuant to the service

agreement, the Company agreed to pay the office and administrative expenses to the holding company 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 by the holding company.

On September 19, 2023,

the Company entered into an advisory services agreement with a related company, which owned by the Chairman of the Company, for a

monthly fee of approximately $0.8 million.

The service will be terminated by either party upon 90 days prior written notice.

The interest expense incurred

for borrowings from four related parties.

Apart from the transactions and balances detailed

elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material

above and elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material

related party transactions during the periods presented.

RISK AND UNCERTAINTIES

The Company is

exposed to the following risk and uncertainties:

(a) Concentration risk

For the three and nine months ended September

30, 2024 and 2023, the customers who accounted for 10% or more of the Company’s revenues are presented as follows:

For the three months ended September 30,

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

For the nine months ended September 30,

* Customer who accounted for less than 10% of the total revenue

during the periods.

As of September 30, 2024 and December

31, 2023, the customers who accounted for 10% or more of the Company’s outstanding receivable balances are presented as follows:

* Customer who accounted for less than 10% of the total accounts

receivable as of period end.

(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

Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are

regularly monitored by management.

Effective from October 1, 2024, the Hong Kong Deposit Protection Board pays compensation up to a

limit of HK$ 800,000 (approximately $ 102,564 ) if the bank with which an individual/a company hold its eligible deposit fails.

September 30, 2024, cash balance of $ 5,092,776 and fund held in escrow of $ 13,657,974 were maintained at financial institutions in

Hong Kong, of which approximately $ 18,265,597 was subject to credit risk.

While management believes that these financial

institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, loans receivable, 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.

is exposed to the following concentrations of risks:

Major customers

For the three months ended March 31, 2025 and

2024, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at period-end

dates, are presented as follows:

For the three months ended

March 31, 2025

Percentage of

For the three months ended

March 31, 2024

Percentage of

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 Mrach 31, 2025, 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.

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,

6 unchanged sentences

Management believes that these policies effectively manage the credit risk from advances.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The Company’s third-party customers that

represent more than 10% of total loans receivable, and their related net loans receivable balance as a percentage of total loans receivable,

as of September 30, 2024 and December 31, 2023 were as follows:

September 30,

The Company’s major operations are conducted

in Hong Kong.

Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s

economy may influence the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

Economic and political

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 condensed 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 condensed

consolidated financial statements.

Exchange rate risk

The Company cannot guarantee that the current

4 unchanged sentences

The exchange rate could fluctuate depending on changes in political and economic environments without

(e) Liquidity risk

For the three months ended March 31, 2025 and

2024, 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.

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.

1 unchanged sentence

COMMITMENTS AND CONTINGENCIES

Litigation — From time to time, the

Company is involved in various legal proceedings and claims in the ordinary course of business.

The Company currently is not aware of

any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business,

financial condition, operating results, or cash flows.

As of September 30, 2024, the Company involved

with various legal proceedings:

HCA702/2018 On March 27,

2018, the writ of summons was issued against the Company and seven related companies of the former stockholder by the Plaintiff.

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.

Legal counsel of the

Company will continue to handle in this matter.

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

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

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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 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.

Contractual Commitments

Sale and Purchase Agreement with Sony Life

Pursuant to the agreement dated April 5, 2023,

entered with Sony Life Singapore Pte.

(“SLS”), an independent third party, the Company is committed to purchase 100%

equity interest in Sony Life Financial Advisers Pte.

for a cash consideration of SGD2.5 million (equivalent to approximately $1.88

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.

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.

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.

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.

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

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

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 as of March 31, 2025:

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.

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.

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

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.

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

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.

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 misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed

for compensatory damage of approximately $ 1.67 million.

The Company previously made $ 0.84 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 case is on-going and legal counsel of the Company will continue to handle

Legal counsel of the Company will continue to handle

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.

The Company makes a provision for a liability

relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

These provisions are reviewed at least each fiscal quarter and adjusted to reflect the impacts of negotiations, estimate settlements,

legal rulings, advice of legal counsel and other information and events pertaining to a particular matter.

Legal fees are expensed in

the period in which they are incurred.

Sale and Purchase Agreement — Pursuant

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 March 31, 2025, the Company accrued a legal provision of approximately

$0.8 million as a liability in the condensed consolidated balance sheets.

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 March 31, 2025, approximately $3.6 million is included as a liability

in the condensed consolidated balance sheets.

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.

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.

31, 2025, this amount is included as a liability in the condensed consolidated balance sheets.

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 March 31, 2025, 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.

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 condensed consolidated balance sheets.

It is reasonably possible that the potential loss

may exceed the accrued liability amount.

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 March 31, 2025.

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,

(“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 March 31, 2025,

the Company accrued a legal provision of approximately $1.9 million as a liability in the condensed consolidated balance sheets.

Samsung Arbitration

In connection with the Merger Transaction, the

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

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

District Court for

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

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

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

Examination is scheduled for February 24, 2025.

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

of March 31, 2025, the Company accrued approximately $3.0 million as a liability in the condensed consolidated balance sheets.

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 March 31, 2025, the Company has

accrued approximately $2.4 million as a liability pertaining to this matter, representing the probable settlement amount.

Triller Legacy, LLC

Settlement Agreement

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

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

regarding the 2019 acquisition of Triller Corp from Legacy.

The Company agreed to issue 3.89 million shares of Series A common stock

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.

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.

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

As of March 31, 2025, 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.

YA II PN, LTD.

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.

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”).

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.

intend to litigate the case until a resolution is reached.

On December 3, 2025, the Plaintiff filed responses

and objections (the “Responses and Objections”) to the Defendants’

first set of interrogatories dated November 3, 2025

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

659314/2024).

Pursuant to the Responses and Objections,

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

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

The total amount owed under the Note, including interest,

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

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

remain unpaid.

The case is on-going and 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.

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.

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.

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

loss, if any.

Subsequent to March 31, 2025, the Company is

involved in the following material legal proceedings:

Diamond Jr.et al.

Triller Group,

Inc., Case No.

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

On January 7, 2025, Robert E.

Diamond Jr (“Diamond”),

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

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

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

to various agreements between Plaintiffs and Triller.

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

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

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

of Plaintiffs’

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.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “

Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet

date but before the condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that

occurred after March 31, 2025, up to the date that the unaudited condensed consolidated financial statements were available to be issued.

In 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.

In 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.

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.

In April 2025, the Company

issued 3,227,500 shares of common stock to 13080 Advisors LLC for the first installment.

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

The Warrant will be exercisable in a year

after the Company’s next qualified equity financing with a term of five years.

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

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.

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.

On June 20, 2025, Yorkville

effected a foreclosure under the Amended and Restated Pledge Agreement, dated June 28, 2024, between Triller Hold Co LLC and Yorkville

(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 17.2% ownership interest

in BKFC as specifically pledged to Yorkville.

As a direct result of this transfer, the Company’s beneficial ownership in BKFC

declined from 56.93% to 38.91% of BKFC’s outstanding common 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.

Consequently, the Company no

longer holds a majority stake in BKFC and has lost its contractual rights to appoint directors to the BKFC board.

As a result of

losing control over BKFC, BKFC will be deconsolidated from the Company’s condensed consolidated financial statements as of

July 1, 2025, the effective date of the amended and restated Stockholders Agreement.

The Company is currently evaluating the accounting

and reporting implications of this deconsolidation, which may include potential impairment charges, recognition of a gain or loss

on deconsolidation, and any required restatement of prior period comparative information.

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 condensed 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.

On June 30, 2025, the Company

and Green Ventures entered into Amendment No.

5 to the Green Ventures Note, in which Green Ventures agreed (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.

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;

File its 2025 Form 10-K

on or before March 31, 2026.

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.

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 March 31, 2025 and December 31, 2024.

Certain information and footnote

disclosures generally included in financial statements prepared in accordance with U.S.

GAAP have been condensed and omitted.

The following presents condensed parent company

only financial information of Triller Group Inc.

Condensed balance sheets

Current assets:

Cash and cash equivalents

Amounts due from the holding company

Amounts due from subsidiaries

Promissory notes receivable, related party

Total current assets

Non-current assets:

Investments in subsidiaries

Total non-current assets

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Other payable and accrued liabilities

Borrowings, related party

Warrant liabilities

Total current liabilities

TOTAL LIABILITIES

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, XX and 11,801,804 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Series B preferred stock, $0.001 par value, 50,000,000 and nil shares authorized, XX and 30,851 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

Common stock, $0.001 par value;

150,000,000,000 and 484,125,000 shares authorized, XX and 138,143,817 shares issued and outstanding as of Mrach 31, 2025 and December 31, 2024, respectively

Common stock to be issued

Series A-1 preferred stock to be issued

Common stock held in escrow

Additional paid-in capital

Accumulated deficit

Total stockholders’

equity (deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Less than $1,000

Condensed Statements of Operations

Three Months ended

Operating cost and expenses:

Stock-based compensation expense

Other general and administrative expenses

Total operating cost and expenses

Loss from operations

Other income (expense):

Interest income

Interest expense

Interest expense, related party

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Sundry income

Total other income (expense), net

Loss before income taxes

Income tax expense

Condensed Statement of Cash Flows

Three Months ended

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities

Stock-based compensation expense

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Interest income from promissory note receivable, related party

Interest expenses on borrowings

Change in operating assets and liabilities:

Other payables and accrued liabilities

Net cash used in operating activities

Cash flows from investing activities:

Issuance of promissory notes receivable, related party

Net cash used in investing activities

Cash flows from financing activities:

Advances to related companies

Proceeds from convertible promissory note payables

Settlement of forward share purchase agreement

Proceeds from private placement

Net cash provided by (used in) financing activities

Net change in cash, cash equivalent and restricted cash

BEGINNING OF PERIOD

END OF PERIOD

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly

Report”) to “we,”

“us”, “the Group”

or the “Company”

refer to Triller Group Inc.

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

References to our “management”

or our “management team”

refer to our officers and directors.

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

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

elsewhere in this Quarterly Report.

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

statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

statements”

within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical

facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations”

regarding the Company’s financial position, business

strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,”

“believe,”

“anticipate,”

“intend,”

“estimate,”

“seek”

and variations and

similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future

events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors

could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking

For information identifying important factors that could cause actual results to differ materially from those anticipated

in the forward-looking statements, please refer to the Risk Factors section included in our 2023 Annual Report filed with the U.S.

and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s

website at www.sec.gov.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation

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

Triller Group Inc.

is formed in the State of

Delaware, on October 15, 2024, which was established to domicile its legal jurisdiction from British Virgin Islands to the State of Delaware.

Nasdaq Listing Extension

We received a delisting determination letter

on October 14, 2025 and an additional delisting determination letter on November 17, 2025 from the Listing Qualifications Staff (the

“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), due to the our non-compliance with Nasdaq’s filing

requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file the Form 10-K for the

year ended December 31, 2024, and the Forms 10-Q for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025, respectively.

We requested a hearing before the Nasdaq Hearings

Panel (the “Panel”) on October 21, 2025, and the hearing was held on November 25, 2025.

On December 3, 2025, we received

a decision letter from the Staff of Nasdaq, indicating that based on the information presented at the hearing, the Panel has determined

to grant us an exception period to continue its listing on Nasdaq subject to the conditions that:

(1) on or before December 24, 2025,

we shall demonstrate compliance with the Listing Rule;

(2) on or before February 27, 2026, we shall demonstrate compliance with the $1.00

per share minimum bid price requirement;

and (3) on or before March 31, 2026, we shall file the Form 10-K for the year ended December

It is a requirement during the exception period that the we provide prompt notification of any significant events that occur

during this time that may affect the our compliance with Nasdaq requirements.

Business overview

We are a leading one-stop financial supermarket

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

We offer the broadest set of financial services and healthcare

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

that best suit their needs.

We currently operate four major areas of businesses,

comprising of:

Distribution Business:

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

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

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

Platform Business:

Group operates as a “financial supermarket”

offering over 1,800 financial products to a large universe of retail and

corporate customers.

Healthcare Business:

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

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

Established in 1979, it is one of the most reputed healthcare

brands in Hong Kong.

Fintech Business:

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

In addition to financial gains, the Group also

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

business models.

Distribution Business

The Distribution Business comprises a variety

of captive financial services distribution channels.

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

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

Our combined captive distribution channels enable

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

Financial Advisors Business

(“FA Business”)

“Focus”

is engaged in the distribution of life insurance, asset management, property-casualty and Mandatory Provident Fund products through

its teams of independent financial advisors (brokers).

Alternative Distribution

collection of distribution channels, including salaried financial planners targeting HNWI, development teams pursuing corporate partnerships

and incubating financial advisors teams.

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

Our largest distribution channel is the FA Business,

operating under the brand name Focus.

With its large salesforce of financial advisors, “Focus”

provides a wide range of financial

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

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

highly productive salesforce.

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

10 sales teams.

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

In addition to the FA Business, we continued

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

known as our Alternative Distribution Business.

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

specific distribution opportunities.

Combined with our Digital Business, we now have

a well-diversified range of distribution channels and capabilities.

During 2025, we continued to make significant

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

the supporting infrastructure.

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

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

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

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

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

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

compliance and supervision.

As a result of our efforts to expand our distribution

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

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

● State-of-the-art

supporting infrastructure.

● Relationships

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

market knowledge and understanding.

productive and well-trained salesforce.

We will continue to capitalize on these core

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

For the nine months ended September 30, 2024,

the Company made $15.21 million from commission in the Distribution Business.

The revenue attributed to the Company during the first

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

We will continue to widen our distribution footprint

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

as refining our abilities to service our customer base.

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

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

Platform Business

The Platform business, through OPH and its subsidiaries,

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

product providers.

The Platform Business was set up to take advantage

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

We were already servicing

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

technological and operational infrastructure.

The Platform Business now operates this full-service

platform under its “OnePlatform”

brand and has opened it up to banks, other financial institutions, family offices, brokers,

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

Our technology-enabled Platform Business offers

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

lending and real estate agency.

In addition to its unrivaled product-shelf, the

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

services, and training support.

Currently, our platform financial services and

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

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

The OnePlatform brand currently covers 80 insurance

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

Fintech Business

The Fintech Business has collected an ensemble

of valuable fintech assets in its investment portfolio.

Fintech Business’

management team has strived to establish the business

as a leading name in the fintech investment sector.

Core Fintech investments held under the Fintech

Business as of September 30, 2024 include:

An investment in Tandem

Money Limited, a UK digital bank.

An investment in CurrencyFair

Limited, a B2B and B2C payments company.

An investment in Oscar

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

An investment in Goxip

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

Carrying amount in

US$ thousands (1)

September 30,

Tandem Money Limited

CurrencyFair Limited

Oscar Health Inc.

LC Healthcare Fund I, L.P.

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

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

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

share in 2023.

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

to an independent third party for a consideration

of $2.15 million.

Healthcare Business

We currently hold a 4% equity stake in HCMPS,

one of the leading healthcare management organizations in Hong Kong.

Founded in 1979 and currently operating under

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

brands in Hong Kong.

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

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

JFA’s clients include blue chip companies

from various industry and leading insurers.

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

JFA operates a city-wide medical network that

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

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

Over 380,000 out-patient and in-patient

visits are recorded annually through HCMPS’s medical network.

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

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

We believe that the future of healthcare is in

“Smart Health”

technology that offers improved patient-care management and leverages data as the new tool for solving

complex healthcare challenges with reduced operating costs.

We will focus on technology/digitalization and consumerization of healthcare

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

at a lower cost –

with connectivity across the care continuum.

We believe that JFA has the captive customer base, infrastructure

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

We are currently working to transform JFA into

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

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

Results of Operations

Comparison of the Three Months Ended September 30,

2024 and 2023:

The following tables set forth our results of

operations for the periods presented in U.S.

dollars (in thousands):

Three months ended

September 30,

(US$ in thousands)

Interest income:

Total interest income

Non-interest income:

Recurring asset management service fees

Recurring asset management service fees, related party

Total non-interest income

Total revenues

Operating expenses:

Interest expense

Commission expense

Sales and marketing expense

Research and development expense

Personnel and benefit expense

Legal and professional fee

Legal and professional fee, related party

Office and operating fee, related party

Provision for allowance for expected credit losses

Other general and administrative expenses

Total operating expenses

Loss from operations

Other income (expense):

Interest income

Foreign exchange gain (loss), net

Investment loss, net

Change in fair value of warrant liabilities

Rental income

Sundry income

Total other income (expense), net

Loss before income taxes

Income tax expense

The following table summarizes the major operating

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

Three months ended

September 30,

(US$ in thousands)

Business segment

Distribution Business

Platform Business

Fintech Business

Healthcare Business

Distribution Business

The Distribution Business contributed 86.42%

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

Income from the Distribution Business

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

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

The largest segment

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

Summarized revenue breakdown by product and type

of contracts:

Three months ended

September 30,

(US$ in thousands)

Life insurance

Property-casualty insurance

Mandatory provident fund and related revenues

By the type of contracts:

- New and or current year

Platform Business

The Platform Business contributed 13.58% and

10.08% of the total revenue for the three months ended September 30, 2024 and 2023, respectively.

Three months ended

September 30,

(US$ in thousands)

Recurring service fees

Operating Expenses

Interest Expense

Interest expense increased by US$0.8 million

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

The increase was mainly attributed

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

Commission Expense

Three months ended

September 30,

(US$ in thousands)

Business segment

Distribution Business

Platform Business

Fintech Business

Healthcare Business

The Distribution Business contributed 95.29%

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

Commission expense for

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

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

Sales and Marketing Expense

Sales and marketing expense decreased by US$0.7

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

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

corporate branding and associated

product campaigns for celebrating the successful listing.

Research and Development Expense

Research and development expense decreased by

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

slight decrease was primarily due to decreased in headcounts.

Personnel and Benefit Expense

Three months ended

September 30,

(US$ in thousands)

Personnel and benefit

Share-based compensation to employees

Personnel and benefit cost decreased by US$1.0

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

The decrease was primarily

attributable to the reduction of headcounts during the period.

Share-based compensation for employees increased

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

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

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

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

The fair value of

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

Legal and Professional Fees

Three months ended

September 30,

(US$ in thousands)

Legal and professional fee

Legal and professional fee, related party

Consulting fees (share-based related)

Legal and professional fees in aggregate decreased

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

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

of our common stocks.

Legal and professional fees, related party of

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

by the Chairman of the Company.

Consulting fees under share-based compensation

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

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

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

Other General and Administrative Expense

Three months ended

September 30,

(US$ in thousands)

Depreciation on property and equipment

Depreciation on right-of-use assets

Financial data subscription expense

Interest expense on lease liabilities

Building management fee and utilities

Overseas travelling expense

Other operating expenses

Total other general and administrative expenses

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

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

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

expense of US$0.08 million.

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

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

The lease has

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

Loss from Operations

Loss from operations decreased by US$1.2 million,

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

The decrease was

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

Other Income (Expense), net

Interest Income

Interest income increased by US$0.3 million

for the three months ended September 30, 2024.

Foreign Exchange Gain (Loss), net

Foreign exchange gain (loss), net mainly represented

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

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

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

Investment Loss, Net

Investment loss decreased by US$0.8 million,

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

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

Change in fair value of warrant liabilities

We classified the SPAC Private Warrants, Warrant

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

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

For the three months ended September 30,

2024 and 2023, we recognized the change in fair value in aggregate of $0.6 million and nil in our condensed consolidated statements of

operations and comprehensive loss.

Net loss decreased by US$3.5 million, or

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

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

Nine months ended September 30, 2024 vs

nine months ended September 30, 2023

Nine months ended

September 30,

(US$ in thousands)

Interest income:

Total interest income

Non-interest income:

Recurring asset management service fees

Recurring asset management service fees, related party

Total non-interest income

Total revenues

Operating expenses:

Interest expense

Commission expense

Sales and marketing expense

Research and development expense

Personnel and benefit expense

Legal and professional fee

Legal and professional fee, related party

Office and operating fee, related party

Provision for allowance for expected credit losses

Other general and administrative expenses

Total operating expenses

Loss from operations

Other income (expense):

Interest income

Foreign exchange gain, net

Investment (loss) income, net

Change in fair value of warrant liabilities

(142,800.00 )

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Rental income

Sundry income

Total other (expense) income, net

Loss before income taxes

Income tax expense

The following table summarizes the major operating

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

Nine months ended

September 30,

(US$ in thousands)

Business segment

Distribution Business

Platform Business

Fintech Business

Healthcare Business

Distribution Business

The Distribution Business contributed 84.43% and

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

Income from the Distribution Business

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

US$15.2 million in 2024.

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

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

Summarized revenue breakdown by product and type

of contracts:

Nine months ended

September 30,

(US$ in thousands)

Life insurance

Property-casualty insurance

Mandatory provident fund and related revenues

By the type of contracts:

- New and or current year

Platform Business

The Platform Business contributed 15.57% and 9.80%

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

Nine months ended

September 30,

(US$ in thousands)

Recurring service fees

Operating Expenses

Commission Expense

Nine months ended

September 30,

(US$ in thousands)

Business segment

Distribution Business

Platform Business

Fintech Business

Healthcare Business

The Distribution Business contributed 92.56% and

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

Commission expense for the

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

As a result of

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

Sales and Marketing Expense

Sales and Marketing expense decreased by US$2.5

million or 80.61%, from US$3.1 million in 2023 to US$0.6 million in 2024.

The decrease in sales and marketing expense is mainly attributed

to lower spending associated with “AGBA”

corporate branding and associated product campaigns for celebrating the successful

Research and Development Expense

Research and development expense decreased by

US$1.3 million or 49.44%, from US$2.7 million in 2023 to US$1.4 million in 2024.

The decrease was primarily due to decreased in headcounts.

Personnel and Benefit Expense

Nine months ended

September 30,

(US$ in thousands)

Personnel and benefit

Share-based compensation to employees

Personnel and benefit cost decreased by US$4.3

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

The decrease was primarily

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

Share-based compensation for employees increased

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

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

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

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

The fair value of the restricted

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

Legal and Professional Fees

Nine months ended

September 30,

(US$ in thousands)

Legal and professional fees

Legal and professional fees, related party

Consulting fees (share-based related)

Legal and professional fees in aggregate decreased

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

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

our common stocks.

Legal and professional fees, related party of

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

the Chairman of the Company.

Consulting fees under share-based compensation

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

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

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

Other General and Administrative Expenses

Nine months ended

September 30,

(US$ in thousands)

Depreciation on property and equipment

Depreciation on right-of-use assets

Financial data subscription expense

Interest expense on lease liabilities

Building management fee and utilities

Overseas travelling expense

Other operating expenses

Total other general and administrative expenses

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

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

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

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

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

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

use of an office premises in Hong Kong.

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

to renew for a further term of three years.

Loss from Operations

Loss from operations decreased by US$10.5 million,

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

The decrease was mainly

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

Other Income (Expense), net

Foreign Exchange Gain, net

Foreign exchange gain, net mainly represented

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

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

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

Investment (Loss) Income, Net

Nine months ended

September 30,

(US$ in thousands)

Realized gain in marketable equity securities

Unrealized loss in non-marketable equity securities

Dividend income

Investment loss decreased by US$0.5 million,

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

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

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

The decrease in realized

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

Change in Fair Value of Warrant Liabilities

We classified the SPAC Private Warrants, Warrants

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

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

For the nine months ended September 30,

2024 and 2023, we recognized the change in fair value in aggregate of $(4.3) million and $0.003 million, respectively in our condensed

consolidated statements of operations and comprehensive loss.

Rental Income

Rental income was earned from the leasing of our

owned office premises.

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

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

Income Tax Expense

Income tax expense increased by US$0.04 million

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

of income tax during the period.

Net loss decreased by US$6.7 million, or

18.92% for the nine months ended September 30, 2024, as compared to nine months ended September 30, 2024, primarily due to the decrease

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

Liquidity and Capital Resources

Sources of Liquidity

We have a history of operating losses and negative

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

flow of US$20.7 million.

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

Our management estimates

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

Our ability to continue as a going concern is

dependent on our ability to successfully implement our plans.

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

base and control expenditures.

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

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

ILLR is continuing its plan to further grow and expand

operations and seek sources of capital to pay the contractual obligations as they come due.

To access capital to fund operations or provide

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

Although there is no assurance that, if needed,

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

The unaudited condensed

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

uncertainties.

Future Liquidity

On a recurring basis, the primary future cash

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

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

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

The ability to fund our operating needs will depend

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

Our management

believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities,

available cash balances, and external borrowings and fund raising.

Our management expects that the primary cash requirements in 2024 will

be to fund capital expenditures for (i) expansion of the Distribution Business and (ii) Platform Business.

If our sources of liquidity need to be augmented,

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

however, there can be

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

We expect that operating losses could continue

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

Based upon our current operating plans, our management

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

the date of its unaudited condensed consolidated financial statements provided with this Form 10-Q.

However, these forecasts involve risks

and uncertainties, and actual results could vary materially.

Our future capital requirements may vary materially

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

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

our brand, and overall economic conditions.

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

equity or debt financings.

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

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

the rights of our existing stockholders.

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

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

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

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

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

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

Comparison of the nine months ended September

30, 2024 and 2023

The following table summarizes our cash flows

for the periods presented:

Nine months ended

September 30,

(US$ in thousands)

Net cash used in operating activities

Net cash provided by investing activities

Net cash provided by (used in) financing activities

Effect on exchange rate change on cash and cash equivalents

Net change in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, at the beginning

Cash, cash equivalents and restricted cash, at the end

Representing as:

Cash and cash equivalents

Restricted cash –

fund held in escrow

The following table sets forth a summary of our

working capital:

September 30,

(US$ in thousands)

Total Current Assets

Total Current Liabilities

Working Capital Deficit

The working capital deficit as of September 30,

2024 and December 31, 2023 was amounted to approximately US$40.5 million and US$22.2 million, respectively, an increase of US$18.3 million

The increase was mainly attributed to the issuance of convertible promissory note payable of $32.5 million and warrant liabilities

of $4.3 million, offset by the receivable from Triller LLC of $28.3 million and deposit, prepayments, and other receivables, net of $1.8

Cash Flows from Operating Activities

Net cash used in operating activities was US$20.7

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

Net cash used in operating activities for the

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

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

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

These amounts were partially offset

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

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

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

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

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

liabilities of US$4.3 million.

Net cash used in operating activities for the

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

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

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

These amounts were partially offset

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

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

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

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

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

bonus accrued in prior year of US$3.8 million.

Cash Flows from Investing Activities

Net cash provided by investing activities for

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

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

Net cash provided by investing activities for

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

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

and equipment of US$0.1 million.

Cash Flows from Financing Activities

Net cash provided by financing activities for

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

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

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

Net cash used in financing activities for the

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

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

Liquidity and Going Concern

Our unaudited condensed consolidated financial

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

of liabilities in the normal course of business.

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

to provide sufficient funds to meet the Company’s planned obligations for the next 12 months from the date that these unaudited

condensed consolidated financial statements were made available to be issued.

For the nine months ended September 30, 2024,

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

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

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

Coupled with the economic recession in Hong Kong,

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

ended September 30, 2023:

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

US$36.3 million).

We expect to continue our business growth, while closely monitoring our future spending.

Our ability to continue as a going concern is

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

Our management team believes that we will be able to

continue to grow our revenue base and control our expenditures.

In parallel, our management team will continually monitor our capital

structure and operating plans and evaluate various potential funding alternatives that may be needed in order to finance our business

development activities, general and administrative expenses and growth strategy.

We intend to raise additional capital through

various debt and equity offerings, but there can be no assurance that these funds will be available on terms acceptable, or will be sufficient

to enable us to fully complete its development activities or sustain operations.

If we are unable to raise sufficient additional funds,

we will have to develop and implement a plan to further extend payables, reduce overhead, or scale back our current business plan until

sufficient additional capital is raised to support further operations.

There can be no assurance that such a plan will be successful.

Capital Commitments

Sale and Purchase Agreement —

to the agreement dated April 5, 2023, entered with Sony Life Singapore Pte.

(“SLS”), an independent third party, the

Company is committed to purchase 100% equity interest in Sony Life Financial Advisers Pte.

18 unchanged sentences

is under negotiation between SLS and the Company.

Nasdaq Compliance — On March 20,

Nasdaq Compliance —

2024, Nasdaq granted an additional 180 calendar days period or until September 16, 2024, to the Company to regain the compliance.

1 unchanged sentence

Accordingly, Nasdaq confirmed that the Company regained compliance with Rule 5550(a)(2) and that this matter is now closed.

TRILLER GROUP INC.

(Formerly AGBA Group Holding Limited)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

－ 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 unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions

that occurred after September 30, 2024, up to November 14, 2024 that the unaudited condensed consolidated financial statements were available

to be issued.

On October 1, 2024 and October 14, 2024, the Company

effected a Forward Split and a Reverse Split, respectively.

Details are described in Note 1.

On October 15, 2024, the Company consummated the

Merger Transaction and the details are described in Note 4.

On October 31, 2024, the Company entered into

a preliminary sales and purchase agreement with an independent third party to sell an office premises with a cash consideration of approximately

$ 1.6 million.

The transaction will be completed in February 2025.

As of September 30, 2024, the carrying value of the office premises was approximately $ 1.5 million.

Off-Balance Sheet Arrangements

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

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

We have not engaged in any off-balance sheet financial

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

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

Critical Accounting Policies, Judgements and

The preparation of financial statements in conformity

with GAAP requires us to make judgments, estimates, and assumptions in the preparation of our unaudited condensed consolidated financial

Actual results could differ from those estimates.

There have been no material changes to our critical accounting policies

and estimates as reported in our 2024 Annual Report on Form 10-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

As a “smaller reporting company”

defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements