What changed in this filing

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Item 1. Financial Statements

2026-01-27 compared with 2026-01-27 · 281 added, 326 removed, 3085 unchanged (16% of the section changed)

6 unchanged sentences

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

September 30,

Current assets:

9 unchanged sentences

Long-term investments, net

Investment in subsidiaries

Long-term investments, net, related party

20 unchanged sentences

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 September 30, 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 September 30, 2025 and December 31, 2024, respectively

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 June 30, 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 June 30, 2025 and December 31, 2024, respectively

Common stock, $0.001 par value;

150,000,000,000 shares authorized, 153,267,991 and 138,143,817 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

150,000,000,000 shares authorized, 153,267,991 and 138,143,817 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively

Series A-1 preferred stock to be issued

14 unchanged sentences

Dollars, except for number of shares)

Three months ended September 30,

Three months ended

Loan interest income

7 unchanged sentences

Commission expense

Triller operating expenses

Sales and marketing expense

Triller operating expenses

Research and development expense

35 unchanged sentences

Dollars, except for number of shares)

the three months ended September 30, 2025

the three months ended June 30, 2025

Common stock held in escrow

20 unchanged sentences

Net loss for the year

Balance as September 30, 2025

Balance as June 30, 2025

$ (1,203,637 )

Less than $1,000

For the three months ended September 30, 2024

For the three months ended June 30, 2025

Common stock to be issued

7 unchanged sentences

Net loss for the period

Balance as of September 30, 2024

Balance as of June

Giving retroactive effect

9 unchanged sentences

For the three months ended

September 30,

Cash flows from operating activities:

42 unchanged sentences

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

September 30,

Reconciliation to amounts on condensed consolidated balance sheets:

5 unchanged sentences

TRILLER GROUP INC.

AND ITS SUBSIDIARIES

ITS SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND

(Currency expressed in thousands of United States

Dollars, except for number of shares)

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in

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

NOTE 1 —

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

The unaudited condensed consolidated financial

statements as of September 30, 2025 and December 31, 2024 and for the three months ended September 30, 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 September 30, 2025 and

2024 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.

The unaudited condensed consolidated financial statements as of June

30, 2025 and December 31, 2024 and for the three months ended June 30, 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 June 30, 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

41 unchanged sentences

Translation of amounts from HK$ into US$ has been

made at the following exchange rates for the three months ended September 30, 2025 and 2024:

September 30,

made at the following exchange rates for the three months ended June 30, 2025 and 2024:

Period-end HK$:US$ exchange rate

13 unchanged sentences

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 September 30,

has three reportable segments, which are Social Media, Sports streaming and Financial Services during the three months ended June 30,

Cash and Cash Equivalents

44 unchanged sentences

credit enhancements over its accounts receivable balances.

For the three months ended September 30, 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.

For the three months ended June 30, 2025 and 2024, the Company

evaluated the probable losses on account receivables and recorded a provision for allowance for expected credit losses of million and

$0.2 million, respectively.

Loans and Notes Receivable, net

17 unchanged sentences

in “Allowance for Expected Credit Losses on Financial Instruments”.

For the three months ended September 30, 2025 and

For the three months ended June 30, 2025 and

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

14 unchanged sentences

off are recorded as a reduction of bad debt expense.

For the three months ended September 30, 2025 and

For the three months ended June 30, 2025 and

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

5 unchanged sentences

and reviewed periodically to determine whether their carrying value has become impaired.

For the three months ended September 30, 2025 and

For the three months ended June 30, 2025 and

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

37 unchanged sentences

at a rate commensurate with the risk associated with the recovery of the assets.

For the three months ended September 30, 2025 and

For the three months ended June 30, 2025 and

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

9 unchanged sentences

No impairment losses were recognized for the three

months ended September 30, 2025 and 2024.

months ended June 30, 2025 and 2024.

Accounts Payable

117 unchanged sentences

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

Pay-per-view Fees:

Unlike subscription fees, the Company’s technology platform, via its streaming service provides pay-per-view services for premium content and events.

Revenue from streaming pay-per-view events is recognized at the time the event airs.

(iii) Pay-per-view Fees:

Unlike subscription

fees, the Company’s technology platform, via its streaming service provides pay-per-view

services for premium content and events.

Revenue from streaming pay-per-view events is recognized

at the time the event airs.

The Company’s technology platform provides data, analytics and other marketing services to brands and advertising agencies

84 unchanged sentences

For the three months ended

September 30,

At a point in time

8 unchanged sentences

For the three months ended

September 30,

By geography:

2 unchanged sentences

contract liabilities from the Company’s contracts with customers:

September 30,

Contract liabilities, included in other current liabilities

7 unchanged sentences

are no longer collectible.

For the three months ended September 30, 2025 and

For the three months ended June 30, 2025 and 2024,

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

25 unchanged sentences

the tax authority assuming full knowledge of the position and relevant facts.

For the three months ended September 30, 2025 and

For the three months ended June 30, 2025 and 2024,

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

As of September 30, 2025 and December 31, 2024, the

Company did not have any significant unrecognized uncertain tax positions.

As of June 30, 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

138 unchanged sentences

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, 2025 and December

the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2025 and December

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

September 30,

Significant other

9 unchanged sentences

The following table presents changes in Level

3 liabilities measured at fair value for the three months ended September 30, 2025:

3 liabilities measured at fair value for the three months ended June 30, 2025:

Balance as of December 31, 2024

2 unchanged sentences

Fair value measurement adjustments

Balance as of September 30, 2025

Balance as of June 30, 2025

of the Company’s convertible debts are accounted for under the fair value option election in ASC 825.

7 unchanged sentences

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 September 30, 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 September 30, 2025, are as follows:

The estimated fair value of the convertible debts as of June 30, 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 June 30, 2025,

are as follows:

Valuation method

103 unchanged sentences

should the Company be unable to continue as a going concern.

three months ended September 30, 2025, the Company reported net loss of approximately $XX million and net cash outflows from operating activities

of approximately $XX million.

As of September 30, 2025, the Company had a working capital deficit of approximately $271.7 million and a stockholders’

deficit of approximately $246.0 million.

For the three months ended June 30June 30, 2025,

the Company reported net loss of approximately $XX million and net cash outflows from operating activities of approximately $XX million.

As of June 30, 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

30 unchanged sentences

financial reporting is structured.

For the three months ended September 30, 2025 and

For the three months ended June 30, 2025 and 2024,

the Company’s reportable segments comprised of the following:

9 unchanged sentences

The following tables present the summary information

by segment for the three months ended September 30, 2025 and 2024:

months ended September 30, 2025

by segment for the three months ended June 30, 2025 and 2024:

months ended June 30, 2025

interest income

19 unchanged sentences

other expense, net

Three months ended September 30, 2024

Three months ended June 30, 2024

Asset management service fees

20 unchanged sentences

The following tables present a summary of the

Company’s assets by reportable segment as of September 30, 2025 and December 31, 2024:

As of September 30, 2025

Company’s assets by reportable segment as of June 30, 2025 and December 31, 2024:

As of June 30, 2025

Long-term investments, net

2 unchanged sentences

The Company had no capital expenditures by reportable

segment for the three months ended September 30, 2025 and 2024.

segment for the three months ended June 30, 2025 and 2024.

The Company’s major customers and operations

2 unchanged sentences

RESTRICTED CASH

As of September 30, 2025 and December 31, 2024, the

As of June 30, 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.

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

4 unchanged sentences

net consisted of the following:

September 30,

Accounts receivable

10 unchanged sentences

the allowance for expected credit losses:

September 30,

Balance at beginning of period

11 unchanged sentences

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

For the three months ended September 30, 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.

For the three months ended June 30, 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 —

2 unchanged sentences

The Company’s loans receivable, net was

September 30,

Residential mortgage loans

7 unchanged sentences

10.00% and 10.50% (2024:

9.00% to 10.50%) per annum for the three months ended September 30, 2025 and 2024.

Mortgage loans are secured by

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

As of September 30, 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, 2025 and December 31, 2024.

9.00% to 10.50%) per annum for the three months ended June 30, 2025 and 2024.

Mortgage loans are secured by collateral

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

As of June 30, 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 Mrach 31, 2025 and December

The following table presents the activity in

the allowance for expected credit losses:

September 30,

Balance at beginning of period

8 unchanged sentences

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

For the three months ended September 30, 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.

For the three months ended June 30, 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

12 unchanged sentences

For the three months ended

September 30, 2025 and 2024, the Company has evaluated the probable losses on the notes receivable and made an allowance for expected credit

June 30, 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.

1 unchanged sentence

Long-term investments, net consisted of the following:

September 30,

Marketable equity securities:

57 unchanged sentences

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

September 30,

March 31, 2025

Balance at beginning of period/year

4 unchanged sentences

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

September 30,

June 30, 2025

Downward adjustments (including impairment)

3 unchanged sentences

For the three months ended

September 30,

Marketable equity securities:

9 unchanged sentences

and other current liabilities consisted of the followings:

September 30,

Accounts payable

11 unchanged sentences

consisted of the followings:

September 30,

Mortgage borrowings (a)

154 unchanged sentences

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 September 30,

statements of operations and comprehensive loss of approximately $2.2 million and $0.9 million for the three months ended June 30, 2025

and 2024, respectively.

68 unchanged sentences

balance sheets without subsequent fair value re-measurement.

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

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

As of June 30, 2025 and December 31, 2024, there

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

Replacement Warrants

14 unchanged sentences

the exercise date.

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

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

As of June 30, 2025 and December 31, 2024, there

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

Liability Classified Warrants

10 unchanged sentences

The warrants will be exercisable six months after the issuance date for a period of five years after the exercise

As of September 30, 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.

As of June 30, 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

3 unchanged sentences

1 share of common stock with an exercise price of $5.85 per share.

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

there were XX and 1,431,561 common warrants of Triller Group Warrants outstanding, respectively.

As of June 30, 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

5 unchanged sentences

were as follows at their measurement dates:

As of September 30, 2025

As of June 30, 2025

Warrants –

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to the operating lease was as follows:

September 30,

December 31, 2024

Operating lease:

6 unchanged sentences

Total lease liabilities

Operating lease expense for the three months ended

September 30, 2025 and 2024 was approximately $2.6 million and $1.5 million, respectively.

Operating lease expense for the three months

ended June 30, 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.

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

1 unchanged sentence

The Company recorded a reduction

in operating right-of-use assets and lease liabilities of approximately $8 million for the three months ended September 30, 2025 and 2024.

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

30, 2025 and 2024.

in operating right-of-use assets and lease liabilities of approximately $8 million for the three months ended June 30, 2025 and 2024.

Consequently, the Company recorded impairment of right-of-use asset of approximately $1.7 million during the three months ended June 30, 2025 and 2024.

Other supplemental information about the Company’s

operating lease as of September 30, 2025 and December 31, 2024 are as follow:

September 30,

December 31, 2024

operating lease as of June 30, 2025 and December 31, 2024 are as follow:

June 30, 2025

Weighted average discount rate

Weighted average remaining lease term (years)

Maturities of operating lease liabilities as of

September 30, 2025 were as follows:

For the year ending September 30,

Maturities of operating lease liabilities as

of June 30, 2025 were as follows:

For the year ending June 30,

Operating lease

6 unchanged sentences

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

During the three months ended September 30, 2025,

During the three months ended June 30, 2025,

the Company issued XX shares of common stock as follows:

37 unchanged sentences

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

stock issued and outstanding, as of September 30, 2025 and December 31, 2024, respectively.

stock issued and outstanding, as of June 30, 2025 and December 31, 2024, respectively.

To the date of the accompanying condensed consolidated

2 unchanged sentences

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

For the three months ended September 30, 2025

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

For the three months ended June 30, 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

16 unchanged sentences

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

A-1 Preferred Stock issued and outstanding as of September 30, 2025 and December 31, 2024, respectively.

A-1 Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

Series B Preferred Stock

5 unchanged sentences

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 September 30, 2025 and December 31, 2024, respectively.

There were 30,851 and 30,851

shares of Series B Preferred Stock issued and outstanding as of June 30, 2025 and June 30, 2025, respectively.

Preferred Stock To Be Issued

10 unchanged sentences

There were 15,022,711 and 2,350,081 shares of

common stock to be issued, as of September 30, 2025 and 2024, respectively.

common stock to be issued, as of June 30, 2025 and 2024, respectively.

Common Stock Held In Escrow

2 unchanged sentences

Transaction (see Note 4).

During the three months ended September 30, 2025

During the three months ended June 30, 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

1 unchanged sentence

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

stock held in escrow issued and outstanding as of September 30, 2025 and 2024, respectively.

stock held in escrow issued and outstanding as of June 30, 2025 and 2024, respectively.

Forgiveness of Amount Due

to the Holding Company

During the three months ended September 30, 2025

During the three months ended June 30, 2025

and 2024, the holding company of the Company agreed to forgive a debt of nil and approximately $12.6 million , in aggregate, respectively

19 unchanged sentences

The Company has assumed 10% forfeitures.

As of September 30, 2025 and December 31, XX and

As of June 30, 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 September 30, 2025

During the three months ended June 30, 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 September 30, 2025 and December 31, 2024,

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

As of June 30, 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 September 30, 2025 and December 31, 2024 is as follow:

A summary of the activities for the Company’s RSUs as of June

30, 2025 and March 31, 2025 is as follow:

of December 31,

September 30, 2025

June 30, 2025

March 31, 2025

Outstanding, beginning of year

7 unchanged sentences

consolidated statements of operations and comprehensive loss.

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

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

As of June 30, 2025 and March 31, 2025, XX and 36,016 shares of common

stock are available to issue under this plan.

NOTE 15 —

3 unchanged sentences

For the three months ended

September 30,

Other than U.S.

1 unchanged sentence

For the three months ended

September 30,

Income tax expense

13 unchanged sentences

in Hong Kong during its tax year.

For the three months ended September 30, 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

For the three months ended June 30, 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 September 30, 2025 and 2024 are as follows:

The reconciliation of income tax rate to the

effective income tax rate based on loss before income tax expense for the three months ended June 30, 2025 and 2024 are as follows:

For the three months ended

September 30,

Loss before income taxes

13 unchanged sentences

The following

table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2025 and December 31, 2024:

September 30,

table sets forth the significant components of the deferred tax assets of the Company as of June 30, 2025 and December 31, 2024:

Deferred tax assets, net:

4 unchanged sentences

For the three months ended

September 30,

Balance as of beginning of the period

Balance as of end of the period

As of September

30 , 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.

There are no group relief provisions for losses or transfers of assets under Hong Kong tax

As of June 30, 2025 and March 31, 2025, 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

Net operating loss can be carried forward indefinitely but cannot be carried back to prior years.

There are no group relief provisions

for losses or transfers of assets under Hong Kong tax regime.

Each company within a corporate group is taxed as a separate entity.

The Company has provided for a full valuation allowance against

the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes that

it is more likely that not all of these assets will be realized in the future.

The valuation allowance is reviewed annually.

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.

valuation allowance is reviewed annually.

tax positions

The Company evaluates the uncertain tax position

(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 September 30, 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 September 30, 2025 and 2024 and also did not anticipate any significant increases or decreases in unrecognized tax

benefits in the next 12 months from September 30, 2025.

The Company evaluates the uncertain tax position (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 June 30, 2025 and December 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.

did not incur any interest and penalties related to potential underpaid income tax expenses for the three months ended June 30, 2025 and

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

RELATED PARTY BALANCES AND TRANSACTIONS

37 unchanged sentences

Related party balances consisted of the following:

September 30,

Balance with related parties:

13 unchanged sentences

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 September 30, 2025 and 2024, amounts due to the holding company of nil and $12.6 million, respectively, were forgiven (see

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 June 30, 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%

8 unchanged sentences

In the ordinary course of business, during the

three months ended September 30, 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):

three months ended June 30, 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,

Asset management service income

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Major customers

For the three months ended September 30, 2025

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

For the three months ended June 30, 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

September 30, 2025

June 30, 2025

Percentage of

For the three months ended

September 30, 2025

June 30, 2024

Percentage of

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by management.

As of September 30, 2025, the Company maintained a total of approximately $17.26 million at financial institutions, consisting

As of June 30, 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

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

For the three months ended September 30, 2025

and 2024, the Company recorded the foreign exchange loss of approximately $0.70 million and foreign exchange gain of approximately $0.91

For the three months ended June 30, 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.

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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 September 30, 2024.

On March 29, 2024, the Company and SLS entered into a third supplementary agreement to extend

the closing date of the transaction from September 30, 2024 to May 9, 2024.

Pursuant to the third supplementary agreement, the Company

paid SGD0.25 million (equivalent to approximately $0.19 million) to SLS as the partial payment to cash consideration on April 12, 2024.

On May 9, 2024, the Company and SLS entered into a fourth supplementary agreement to extend the closing date of the transaction from May

9, 2024 to May 20, 2024.

On June 18, 2024, the Company and SLS entered into a fifth supplementary agreement to extend the closing date

of the transaction from May 20, 2024 to July 31, 2024.

Pursuant to the fifth supplementary agreement, the Company paid an aggregate of

SGD0.15 million (equivalent to approximately $0.11 million) as the extension fee and indemnification fee in July 2024.

On October 3, 2024

and January 30, 2025, the Company and SLS entered into the sixth and seventh supplementary agreements, respectively to extend the closing

date of the transaction to February 28, 2025.

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 million).

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 June 30, 2024.

On March 29, 2024, the Company and SLS entered into a third supplementary agreement to extend the closing date

of the transaction from June 30, 2024 to May 9, 2024.

Pursuant to the third supplementary agreement, the Company paid SGD0.25 million

(equivalent to approximately $0.19 million) to SLS as the partial payment to cash consideration on April 12, 2024.

On May 9, 2024, the

Company and SLS entered into a fourth supplementary agreement to extend the closing date of the transaction from May 9, 2024 to May 20,

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

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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 September 30, 2025:

The following describes material legal proceedings in which the Company

is involved as of June 30, 2025:

CACV 1116/2025

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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 September 30, 2025, the Company accrued a legal provision of approximately

The case is on-going and legal

counsel of the Company will continue to handle this matter.

As of June 30, 2025, the Company accrued a legal provision of approximately

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

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against Triller Corp on August 27, 2024 for the full amount due.

As of September 30, 2025, approximately $3.6 million is included as a liability

As of June 30, 2025, approximately $3.6 million is included as a liability

in the condensed consolidated balance sheets.

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County of Los Angeles for recognition of this foreign country money judgment in the amount of approximately $4.4 million.

As of September 30, 2025, this amount is included as a liability in the condensed consolidated balance sheets.

As of June 30,

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

Music Licensing

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aspects of the Company’s business.

As of September 30, 2025, the Company has recorded liabilities in the amount of approximately $30.0

As of June 30, 2025, the Company has recorded liabilities in the amount of approximately $30.0

million for unpaid amounts owed under its music licenses.

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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 September 30, 2025.

While the Company intends to defend the claim vigorously, management believes the recorded amount

represents the probable loss as of June 30, 2025.

Epic Sports & Entertainment

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and recent settlement discussions indicate a potential settlement range of approximately $0.6 to $2.0 million.

As of September 30, 2025,

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

As of June 30, 2025, the

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

Samsung Arbitration

8 unchanged sentences

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

of September 30, 2025, the Company accrued approximately $3.0 million as a liability in the condensed consolidated balance sheets.

of June 30, 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 September 30, 2025, the Company has

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

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 June 30, 2025, the Company has accrued approximately

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

Triller Legacy, LLC

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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 September 30, 2025.

The Company must compensate Legacy for any shortfall of share sales below $7.0 million.

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

Legacy intends to sell 1.75 million shares for a minimum return of approximately $7.0 million by the end of June 30, 2025.

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

1.75 million shares from Legacy at $4.00 per share through December 31, 2024 and $4.75 per share through September 30, 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.

million shares from Legacy at $4.00 per share through December 31, 2024 and $4.75 per share through June 30, 2025.

The Company can also

opt to pay Legacy $7.0 million.

The Company has included the estimated guaranteed payment liability in its accounts payable and legal

contingencies.

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 September 30, 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.

The Company is subject to claims asserted by Bobby

Sarnevesht for alleged breach of a merger agreement and related contracts.

The Company disputes the claims and the matter remains unresolved.

As of June 30, 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.

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loss, if any.

Subsequent to September 30, 2025, the Company is

involved in the following material legal proceedings:

Subsequent to June 30, 2025, the Company is involved in the following

material legal proceedings:

Diamond Jr.et al.

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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 September 30, 2025, up to the date that the unaudited condensed consolidated financial statements were available to be issued.

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 June 30, 2025, up to the date that the unaudited condensed consolidated financial statements were available to be issued.

In April 2025, the Company

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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 September 30, 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 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 June 30, 2025.

The Notice had no immediate effect but, before June 16, 2025, the Company

was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule.

If Nasdaq accepts the Company’s plan,

Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance.

Otherwise, after the date, subject

to other requirements and conditions, the Company may proceed to delisting procedures.

On August 19, 2025, Nasdaq accepted the Company’s

plan to regain the compliance by October 13, 2025.

On June 20, 2025, Yorkville

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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 September 30,

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 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 June 30, 2025 and June 30, 2025, respectively.

has requested to appeal the delisting determination and will attend the hearing to demonstrate its ability to regain and sustain long-term

On November 17, 2025, the Company received

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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 September 30, June 30, and September 30, 2025 on or before December 24, 2025;

File 2024 Form 10-K and delinquent Forms 10-Q for the quarters ended

June 30, 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 September 30, 2026.

File its 2025 Form 10-K on or before June 30, 2026.

On December 26, 2025, the

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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 September 30, 2025 and December 31, 2024.

Certain information and footnote

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

The Company did not have significant capital and

other commitments, long-term obligations, or guarantees as of June 30, 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.

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Condensed balance sheets

September 30,

Current assets:

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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 September 30, 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 September 30, 2025 and December 31, 2024, respectively

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 June 30, 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 June 30, 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 March 31, 2025 and December 31, 2024, respectively

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

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Three Months ended

September 30,

Operating cost and expenses:

16 unchanged sentences

Three Months ended

September 30,

Cash flows from operating activities:

69 unchanged sentences

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 September 30, 2025, June 30, 2025 and September 30, 2025, respectively.

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 June 30, 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

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:

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per share minimum bid price requirement;

and (3) on or before September 30, 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.

and (3) on or before June 30, 2026, we shall file the Form 10-K for the year ended December 31,

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

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US$ thousands (1)

September 30,

Tandem Money Limited

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Three months ended

September 30,

(US$ in thousands)

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Three months ended

September 30,

(US$ in thousands)

15 unchanged sentences

Three months ended

September 30,

(US$ in thousands)

19 unchanged sentences

Three months ended

September 30,

(US$ in thousands)

21 unchanged sentences

Three months ended

September 30,

(US$ in thousands)

14 unchanged sentences

Three months ended

September 30,

(US$ in thousands)

15 unchanged sentences

Three months ended

September 30,

(US$ in thousands)

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nine months ended September 30, 2023

Nine months ended

September 30,

Six months ended

(US$ in thousands)

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revenues for the nine months ended September 30, 2024 and 2023:

Nine months ended

September 30,

Six months ended

(US$ in thousands)

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of contracts:

Nine months ended

September 30,

Six months ended

(US$ in thousands)

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of the total revenue for the nine months ended September 30, 2024 and 2023, respectively.

Nine months ended

September 30,

Six months ended

(US$ in thousands)

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Commission Expense

Nine months ended

September 30,

Six months ended

(US$ in thousands)

21 unchanged sentences

Personnel and Benefit Expense

Nine months ended

September 30,

Six months ended

(US$ in thousands)

13 unchanged sentences

Legal and Professional Fees

Nine months ended

September 30,

Six months ended

(US$ in thousands)

14 unchanged sentences

Other General and Administrative Expenses

Nine months ended

September 30,

Six months ended

(US$ in thousands)

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Investment (Loss) Income, Net

Nine months ended

September 30,

Six months ended

(US$ in thousands)

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Sources of Liquidity

We have a history of operating losses and

negative cash flow.

For the nine months ended September 30, 2025, we reported a net loss of US$28.8 million and reported a negative

operating cash flow of US$20.7 million.

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.

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 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

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

Comparison of the nine months ended September

Comparison of the six months ended June

30, 2025 and 2024

1 unchanged sentence

for the periods presented:

Nine months ended

September 30,

Six months ended

(US$ in thousands)

102 unchanged sentences

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 September 30, 2024.

date of the transaction from December 31, 2023 to June 30, 2024.

On March 29, 2024, the Company and SLS entered into a third supplementary

agreement to extend the closing date of the transaction from September 30, 2024 to May 9, 2024.

agreement to extend the closing date of the transaction from June 30, 2024 to May 9, 2024.

Pursuant to the third supplementary agreement,

32 unchanged sentences

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