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Item 1. Financial Statements

2026-02-17 compared with 2026-02-17 · 835 added, 889 removed, 1312 unchanged (57% of the section changed)

FINANCIAL STATEMENTS

TRILLER GROUP

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed

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

December 31, 2024

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

Current assets:

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Loans and notes receivables, net

Deposit, prepayments, and other receivables, net

Assets held for sale

Total current assets

Non-current assets:

Loans receivables, net

and cash equivalents

receivable, net

and notes receivables, net

prepayments, and other receivables, net

held for sale

current assets

receivables, net

Property and equipment, net

Long-term investments, net

Long-term investments, net,

related party

Total non-current assets

LIABILITIES AND STOCKHOLDERS’

investments, net

investments, net, related party

non-current assets

AND STOCKHOLDERS’ DEFICIT

payable and other current liabilities

current liabilities, related parties

related parties

debts, related party

lease liabilities, current

current liabilities

Accounts payable and other current liabilities

Other current liabilities, related parties

Escrow liabilities

Borrowings, related parties

Convertible debts, net

Convertible debts, related party

Income tax payable

Warrant liabilities

Operating lease liabilities,

Total current liabilities

lease liabilities, non-current

non-current liabilities

Operating lease liabilities,

Total non-current liabilities

TOTAL LIABILITIES

Commitments and contingencies (Note 16)

Stockholders’ deficit:

and contingencies (Note 16)

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 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

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;

150,000,000,000 shares authorized, 160,442,160 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

Common stock to be issued

Common stock held in escrow

Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated deficit

( 1,288,894 )

( 1,203,637 )

Total stockholders’ deficit

TOTAL LIABILITIES

AND STOCKHOLDERS’ DEFICIT

See accompanying notes to unaudited condensed consolidated

financial statements.

TRILLER GROUP

150,000,000,000 shares authorized, 153,265,343 and 138,143,817 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

A-1 preferred stock to be issued

stock to be issued

stock held in escrow

paid-in capital

other comprehensive loss

stockholders’ deficit

LIABILITIES AND STOCKHOLDERS’ DEFICIT

* Less than $1,000

See accompanying notes to unaudited condensed

consolidated financial statements.

AND ITS SUBSIDIARIES

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Currency expressed in thousands of United States

Dollars, except for number of shares)

For the three months ended

For the six months ended

Loans interest income

(Currency expressed in thousands of United

States Dollars, except for number of shares)

Three months ended

Loan interest income

Recurring asset management service fees

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Research and development expense

Personnel and benefit expense

Personal and benefit expense

Legal and professional fee

2 unchanged sentences

Provision for allowance for expected credit losses

Other general and administrative

Other general and administrative expenses

Total operating expenses

Loss from operations

Other income (expense)

4 unchanged sentences

Investment loss, net

Change in fair value of warrant liabilities

Sundry income

Total other expense, net

Total other expenses, net

Loss before income tax expense

Income tax expense

Other comprehensive (loss) income:

Foreign currency translation

COMPREHENSIVE

Weighted average number of ordinary

shares outstanding – basic and diluted

Net loss per ordinary share –

Comprehensive loss

Other comprehensive loss

Foreign currency translation adjustment

Comprehensive loss

Weighted average number of common stock outstanding #

- Basic and diluted

# Giving retroactive effect to the forward stock split and reverse stock split occurred in 2024.

Net loss per share #

- Basic and diluted

retroactive effect to the forward stock split and reverse stock split occurred in 2024.

(see Note 13)

1 unchanged sentence

notes to unaudited condensed consolidated financial statements.

TRILLER GROUP

AND ITS SUBSIDIARIES

1 unchanged sentence

IN STOCKHOLDERS’

(Currency expressed in thousands of United States

Dollars, except for number of shares)

the six months ended June 30, 2025

(Currency expressed in thousands of United

States Dollars, except for number of shares)

the three months ended March 31, 2025

stock held in escrow

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stockholders’

Balance as of January 1, 2025

$ ( 1,203,637 )

$ ( 245,967 )

Settlement of payables with common stock held in escrow

(14)(a)(i), (e)

as of January 1, 2025

$ ( 1,203,637 )

Issuance of common stock for repayment of borrowings, related

Stock-based compensation to consultants

(14)(a)(iii) & (vii)

$ ( 245,967 )

Stock-based compensation to directors, officers, and employees

(14)(a)(iv) & (v)

Settlement of Series A-1 preferred stock to be issued in related

to merger transaction

of payables with common stock held in escrow

of common stock for repayment of borrowings, related party

compensation to consultants

compensation to directors, officers, and employees

of Series A-1 preferred stock to be issued in related to merger transaction

(14)(a)(vi), (c)

( 11,801,804 )

Foreign currency translation adjustment

Net loss for the period

Balance as June 30, 2025

currency translation adjustment

loss for the period

as March 31, 2025

$ ( 1,256,689 )

$ ( 267,441 )

For the six months ended June

Common stock to be issued

* Less than $1,000

For the three

months ended March 31, 2024

comprehensive

shareholders’

stockholders’

Balance as of January 1, 2024

Issuance of ordinary shares to settle finder fee

Issuance of ordinary shares for private placement

( 2,139,252 )

Stock-based compensation to consultants

Stock-based compensation to a director and officers

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

Balance as of June 30, 2024

Balance as of March 31, 2024

# Giving retroactive effect to the forward stock split and reverse stock split occurred in 2024 (see Note 13).

1 unchanged sentence

notes to unaudited condensed consolidated financial statements.

TRILLER GROUP

AND ITS SUBSIDIARIES

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed

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

For the six months ended June

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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

For the three months ended

Cash flows from operating activities:

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Interest income

Interest expense on convertible debts

Interest expense on borrowings

2 unchanged sentences

Investment loss, net

Gain on disposal of assets held for sale

Gain on disposal of property and equipment

Allowance for expected credit losses

Change in fair value of warrant liabilities

Gain on disposal of property and equipment

Change in operating assets and liabilities:

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Proceeds from sale of long-term investments

Proceeds from sale of convertible notes receivable

Proceeds from disposal of assets held for sale

Proceeds from sale of property and

Proceeds from disposal of property

and equipment

Net cash provided by investing activities

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and financing activities:

Issuance of common stocks to settle

Issuance of common stocks to settle payables

See accompanying

1 unchanged sentence

TRILLER GROUP INC.

AND ITS SUBSIDIARIES

ITS SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

FOR THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(Currency expressed in thousands of United States

Dollars, except for number of shares)

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND

(Currency expressed in thousands of United

States Dollars, except for number of shares)

— DESCRIPTION OF BUSINESS

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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

“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.

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The unaudited condensed consolidated financial

statements as of June 30, 2025 and for the period ended June 30, 2025, 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 period ended June 30, 2025 are not necessarily indicative of the results to be expected

for any other interim period or for the entire year.

statements as of March 31, 2025 and for the three months ended March 31, 2025, 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 are not necessarily indicative of the

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

● Principles of Consolidation

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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.

The unaudited 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

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● Foreign Currency Translation and Transaction

Transactions denominated in currencies other than

the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Transactions denominated in currencies other

than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

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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.

The reporting currency of the Company is US$

and the accompanying unaudited 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.

general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into

US$, in accordance with Accounting Standards Codification (“ASC”) Topic 830-30, Translation of Financial Statement ,

using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during the 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.

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

of accumulated other comprehensive loss within the 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 six months ended June 30, 2025 and 2024:

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

Period-end HK$:US$ exchange rate

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business segments.

The Company uses the management approach to

determine reportable operating 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

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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 and six months ended

June 30, 2025.

has three reportable segments, which are Social Media, Sports streaming and Financial Services during the three months ended March 31,

● Cash and Cash Equivalents

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● 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.

Accounts receivable, net are recorded at the

invoiced amount less any allowance for expected credit losses to reserve for potentially uncollectible receivables, which 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.

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

its outstanding receivables to minimize credit risk.

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 forecasts.

The Company seeks to maintain strict control

over its outstanding receivables to minimize credit risk.

Overdue balances are reviewed regularly by senior management.

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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).

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

If the Company determines that a loan is impaired,

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off are recorded as a reduction of bad debt expense.

For the three months ended March 31, 2025

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

deposits and other receivables were approximately $ 0.05 million and $ 1.0 million, respectively.

● Asset Held For Sale

4 unchanged sentences

value less cost to sell.

As of June 30, 2025, the carrying value of

a premise was approximately $ 0.5 million and recorded as assets held for sale in the condensed consolidated balance sheets.

was subsequently sold in August 2025.

As of March 31, 2025, the carrying value of a

premise was approximately $ 0.5 million and recorded as assets held for sale in the consolidated balance sheets.

This asset was subsequently

sold in August 2025.

● Long-Term Investments, net

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Motor vehicles 3 years

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.

Expenditures for repairs and maintenance are

expensed as incurred.

When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts

and any resulting gain or loss is recognized in the results of operations.

Property and equipment are reviewed for impairment

whenever facts and circumstances indicate that the carrying value may not be recoverable.

When required, impairment losses on assets to

be held and used are recognized based on the fair value of the asset.

The fair value is determined based on estimates of future cash flows,

market value of similar assets, if available, or independent appraisals, if required.

If the carrying amount of the long- lived asset

is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and

fair value of the asset.

When fair values are not available, the Company estimates fair value using the expected future cash flows discounted

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

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.

● Impairment of Long-Lived Assets

8 unchanged sentences

No impairment losses were recognized for the

three and six months ended June 30, 2025 and 2024.

three months ended March 31, 2025 and 2024.

● 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 ”

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.

36 unchanged sentences

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.

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.

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

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

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Identify the contract(s) with a customer.

Identify the performance obligations in

the contract.

Identify the performance obligations

in the contract.

Determine the transaction price –

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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).

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

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(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.

The Company’s technology platform provides brands a variety of advertising

services including AI-powered conversations and the augmentation and execution of advertising

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

The Company’s technology platform provides streaming services that acquires

content licensing from various sport and entertainment franchises to provide a content rich

environment for both subscription based and pay-per-view consumption both across a variety

of platforms including mobile phones, tablets, PCs, streaming devices, set-top-boxes and

connected TVs.

Subscriptions for streaming services are through third party streaming service

providers, examples include All Elite Wrestling (“AEW”) in the case of Triller

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

4 unchanged sentences

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

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.

SaaS platform subscriptions is recognized ratably over the life of a subscription.

In arrangements where another party is involved

1 unchanged sentence

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.

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

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(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.

The Company earns commissions from the sale of investment products to customers, who are

insurance companies and fund houses.

The Company enters into commission agreements with customers

which specify the key terms and conditions of the arrangement.

Commissions are separately

negotiated for each transaction and generally do not include rights of return, credits or discounts, rebates, price protection or other

similar privileges, and typically paid on or shortly after the transaction is completed.

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.

customer, the Company earns a commission from customers, calculated as a fixed percentage

of the investment products acquired by its customers.

The Company defines the “purchase

of an investment product” for its revenue recognition purpose as the time when the

customers referred by the Company has entered into a subscription contract with the relevant

product provider and, if required, the customer has transferred a deposit to an escrow account

designated by the Company to complete the purchase of the investment products.

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

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

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 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.

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.

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

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

real estate property is signed and executed.

(ii) Recurring

Asset Management Service Fees:

The Company provides asset management services to investment funds or investment product providers

in exchange for recurring asset management service fees.

Recurring asset management service fees are determined based on the types of

investment products the Company distributes and are calculated as a fixed percentage of the fair value of the total investment of the

investment products, calculated daily.

These customer contracts require the Company to provide investment management services, which

represents a performance obligation that the Company satisfies over time.

After the contract is established, there are no significant

judgments made when determining the transaction price.

As the Company provides these services throughout the contract term, for the method

of calculating recurring asset management service fees, revenue is calculated on a daily basis over the contract term, quarterly billed

and recognized.

Recurring service agreements do not include rights of return, credits or discounts, rebates, price protection, performance

component or other similar privileges and the circumstances under which the fixed percentage fees, before determined, could be not subject

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

The Company provides asset management services to investment

funds or investment product providers in exchange for recurring asset management service

Recurring asset management service fees are determined based on the types of investment

products the Company distributes and are calculated as a fixed percentage of the fair value

of the total investment of the investment products, calculated daily.

These customer contracts

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

obligation that the Company satisfies over time.

After the contract is established, there

are no significant judgments made when determining the transaction price.

As the Company

provides these services throughout the contract term, for the method of calculating recurring

asset management service fees, revenue is calculated on a daily basis over the contract term,

quarterly billed and recognized.

Recurring service agreements do not include rights of return,

credits or discounts, rebates, price protection, performance component or other similar privileges

and the circumstances under which the fixed percentage fees, before determined, could be

not subject to clawback.

Payment of recurring asset management service fees are normally

on a regular basis (typically monthly or quarterly).

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 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 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.

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.

Disaggregation

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by nature and geographic location:

For the three months ended

At a point in time

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

Advertising revenue

Subscription fees

Recurring asset management service fees

Loans interest income

Total revenue from the transfer of goods and services over time

Total revenue

For the six months ended

For the three months

At a point in time

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United States

For the six months ended

By geography:

United States

● Comprehensive Loss

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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

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.

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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.

effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment

ASC Topic 740 prescribes a comprehensive model

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

For the three and six months ended June 30,

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 June 30, 2025, the Company did

not have any significant unrecognized uncertain tax positions.

As of March 31, 2025, the Company did not

have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local and foreign

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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.

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,

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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.

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

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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.

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.

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

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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.

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 unasserted 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.

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

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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.

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

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fair value as follows:

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

Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments

in markets that are not active, and model-based valuation techniques (e.g.

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

active markets;

Inputs are based upon quoted prices for similar instruments in active markets, quoted

prices for identical or similar instruments in markets that are not active, and model-based

valuation techniques (e.g.

Black-Scholes Option-Pricing model) for which all significant

inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or

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

inputs are observable in the market or can be corroborated by observable market data for

substantially the full term of the assets or liabilities.

Where applicable, these models

project future cash flows and discount the future amounts to a present value using market-based

observable inputs;

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

would use in pricing the asset or liability.

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

pricing models and discounted cash flow models.

Inputs are generally unobservable and typically reflect management’s estimates

of assumptions that market participants would use in pricing the asset or liability.

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

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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 June 30, 2025 and December

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.

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Significant other

Marketable equity securities

Marketable equity

Warrant liabilities

Convertible debts for which the fair

value option has been elected (a)

Marketable equity securities

Convertible debts for which

the fair value option has been elected (a)

Marketable equity

Warrant liabilities

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

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 June 30, 2025

was computed using the models and assumptions shown below.

There was no change in fair value of convertible debts for the three and six

months ended June 30, 2025.

The significant inputs in the valuation models as of June 30, 2025, are as follows:

Convertible debts for which the

fair value option has been elected (a)

of the Company’s convertible debts are accounted for under the fair value option election

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 March 31, 2025 was computed using the models and assumptions

There was no change in fair value of convertible debts for the three months

ended March 31, 2025.

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

Valuation method

Binomial Tree Model

Conversion price

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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.

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

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Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting

for Internal-Use Software .

This update provides amendments to clarify and modernize the accounting for costs incurred to develop

or acquire internal-use software.

The amendments address the capitalization of implementation costs by utilizing a principles-based approach

and consolidates website development guidance under Subtopic 350-40.

The amendments can be applied prospectively, modified prospectively,

or retrospectively and are effective for annual and interim periods beginning after December 15, 2027.

Targeted Improvements to the Accounting for Internal-Use

This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use

The amendments address the capitalization of implementation costs by utilizing a principles-based approach and consolidates

website development guidance under Subtopic 350-40.

The amendments can be applied prospectively, modified prospectively, or retrospectively

and are effective for annual and interim periods beginning after December 15, 2027.

Early adoption is permitted.

is currently evaluating this ASU to determine its impact on the Company’s disclosures.

Management is currently

evaluating this ASU to determine its impact on the Company’s disclosures.

In September 2025, the FASB issued ASU No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements

and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

This update introduces a scope

exception to derivative accounting for certain contracts with underlyings tied to operations or activities specific to one of the parties.

Additionally, the update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic

606 until the right to receive or retain the consideration becomes unconditional.

The amendments can be applied prospectively or modified

retrospectively and are effective for annual and interim periods beginning after December 15, 2026.

The Company expects to early adopt

the provisions related to Topic 815 on a prospective basis and does not expect a significant impact to the Company’s condensed

consolidated financial statements.

2025-07, Derivatives

and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification

for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

This update introduces a scope exception to derivative

accounting for certain contracts with underlyings tied to operations or activities specific to one of the parties.

Additionally, the

update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic 606 until the right

to receive or retain the consideration becomes unconditional.

The amendments can be applied prospectively or modified retrospectively

and are effective for annual and interim periods beginning after December 15, 2026.

The Company expects to early adopt the provisions

related to Topic 815 on a prospective basis and does not expect a significant impact to the Company’s condensed consolidated financial

The provisions related to Topic 606 are not applicable.

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Narrow-Scope Improvements .

This update clarifies the applicability, form and content,

and interim disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance.

The amendments are

effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities

and after December 15, 2028, for entities other than public business entities.

This update clarifies the applicability, form and content, and interim

disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance.

The amendments are effective for

interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after December

15, 2028, for entities other than public business entities.

Early adoption is permitted.

Management is currently evaluating

this ASU to determine its impact on the Company’s disclosures.

Management is currently evaluating this ASU

to determine its impact on the Company’s disclosures.

2025, the FASB issued ASU 2025-12, “ Codification Improvements ,” which updates the FASB Accounting Standards Codification

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

For the six months ended June 30, 2025, the

Company reported net loss of approximately $ 85.3 million and net cash outflows from operating activities of approximately $ 20.4 million.

As of June 30, 2025, the Company had a working capital deficit of approximately $ 310.6 million and a stockholders’ deficit of approximately

$ 282.3 million.

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.

For the three months ended March 31, 2025,

the Company reported net loss of approximately $ 53.1 million and net cash outflows from operating activities of approximately $ 16.2 million.

As of March 31, 2025, the Company had a working capital deficit of approximately $ 294.3 million and a stockholders’ deficit of

approximately $ 267.4 million.

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.

As of the date of issuance of these unaudited

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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 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 meet the contractual obligations,

settle its liabilities and repay convertible debts and borrowings.

However, the Company cannot predict the exact

amount or timing of the alternatives or guarantee those alternatives will be favorable to its stockholders.

Any failure to obtain financing

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

These conditions and

the uncertainty regarding the Company’s ability to successfully implement its plans raise substantial doubt about its 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

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 meet the

contractual obligations, settle its liabilities and repay convertible debts and borrowings.

However, the Company cannot predict the

exact amount or timing of the alternatives or guarantee those alternatives will be favorable to its stockholders.

Any failure to

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

These conditions and the uncertainty regarding the Company’s ability to successfully implement its plans raise substantial

doubt about the its ability to continue as a going concern.

SEGMENT INFORMATION

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financial reporting is structured.

For the three and six months ended June 30,

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

For the three months ended March 31, 2025 and 2024, the Company’s

reportable segments comprised of the following:

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.

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 Financial services

segment consists of revenues and costs incurred from the sale of investment products, offer asset management services and money lending

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.

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 June 30, 2025 and 2024:

Three months ended June 30, 2025

Loans interest income

Recurring asset management service fees

Advertising revenue

Subscription fees and paid-per-view fees

Total revenue

Operating expenses

Commission expense

Sales and marketing expenses

Research and development expenses

Personal and benefit expenses

Legal and professional fee

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

Foreign exchange gain (loss), net

Sundry income

Total other income (expense), net

Income tax expense

Three months ended June 30, 2024

Financial services

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

Change in fair value of warrant liabilities

Total other income (expense), net

Income tax expense

Six months ended June 30, 2025

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

Three months ended March 31,

Loans interest income

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Commission expense

Sales and marketing expenses

Research and development expenses

Personal and benefit expenses

Research and development expense

Personal and benefit expense

Legal and professional fee

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Interest expense

Foreign exchange gain (loss), net

Foreign exchange gain, net

Bad debts written-off

Sundry income

Total other income (expense), net

1 unchanged sentence

Net income (loss)

Six months ended June 30, 2024

Three months ended March 31,

Financial services

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Investment loss, net

Change in fair value of warrant liabilities

Total other expense, net

1 unchanged sentence

The following tables present a summary of the

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

As of June 30, 2025

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

As of March 31, 2025

Long-term investments, net

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RESTRICTED CASH

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

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

the Company has approximately $ 12.8 million and $ 14.2 million fund held in escrow, respectively.

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on an ongoing basis and its exposure to credit loss is not significant.

For the three and six months ended June 30,

2025, the Company has assessed the probable loss and there was no additional provision for allowance for expected credit losses on accounts

For the three and six months ended June 30,

2024, the Company has assessed the probable loss and made a provision for allowance for expected credit losses of $ 0.4 million and $ 0.6

million on accounts receivable, respectively.

For the three and six months ended June 30, 2025, the Company has

written-off $ 0.0 and $ 3.3 million long outstanding accounts receivable, respectively as they became uncollectible.

There were no written-off

accounts receivable during the three and six months ended June 30, 2024.

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 $0.0 and $ 0.2 million

on accounts receivable, respectively.

For the three months ended March 31, 2025

and 2024, the Company has written-off $ 3.3 million and $ 0.0 long outstanding accounts receivable as they became uncollectible.

NOTE 7 — LOANS AND NOTES RECEIVABLE,

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between 10.00 % and 10.50 % (2024:

9.00 % to 10.50 %) per annum for the six months ended June 30, 2025 and 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 June 30, 2025, the net carrying amount

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 June 30, 2025 and December

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 March 31, 2025 and December

Estimated allowance for expected credit losses

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

For the three and six months ended June 30,

2025, the Company has assessed the probable loss and there was no additional provision for allowance for expected credit losses on loans

For the three and six months ended June 30,

2024, the Company has assessed the probable loss and made a provision for allowance for expected credit losses of $ 0.003 million and

$ 0.003 million, respectively.

For the three and six months ended June 30,

2025, the Company has written-off $ 0.0 and $ 1.5 million loans receivables, respectively due to uncollectible as assessed by the management.

There were no written-off loans receivables during the three and six months ended June 30, 2024.

Receivables, net

For the three months ended March 31, 2025

and 2024, the Company has assessed the probable loss and there was no additional allowance for expected credit losses on loans receivable.

For the three months ended March 31, 2025

and 2024, the Company has written-off $ 1.5 million and $ 0.0 loans receivables, respectively due to uncollectible as assessed by the management.

Notes Receivables, net

On February 24, 2023, the Company entered into

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expected credit losses are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss.

For the three and six months ended June 30,

2025, the Company has evaluated the probable losses on the notes receivable and there was no additional provision for allowance for expected

credit losses on notes receivables.

For the three and six months ended June 30,

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

of nil and $ 0.2 million, respectively.

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 $ 0.0 and $ 0.2 million, respectively.

8 — PROPERTY AND EQUIPMENT, NET

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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.

was listed and publicly traded on Nasdaq Stock Exchange.

Investments in Non-Marketable Equity Securities

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The following table presents the movement

of non-marketable equity securities as of June 30, 2025 and December 31, 2024:

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

Balance at beginning of period/year

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Upward adjustments

Investment loss, net is recorded as other

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

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

Non-marketable equity securities:

Unrealized gain (including impairment)

– Investment B

Investment loss, net

For the six months ended

Non-marketable equity securities:

Unrealized losses (including

impairment) – Investment B

Unrealized losses (including impairment) – Investment B

Investment loss, net

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Factoring loan (d)

(a) Mortgage Borrowings

Mortgage Borrowings

In February 2023, the Company obtained a mortgage

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The loan was pledged by a fixed charge on an office premise owned by

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.

On October 31, 2024, the Company entered into

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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.

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

the carrying value of the loan is $ 0.0 and $ 0.9 million, respectively.

(b) Short-term Loans

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

the carrying value of the loan is nil and $ 0.9 million, respectively.

Short-term Loans

In connection with the merger transaction

the Company assumed the liabilities of Triller Corp, which includes the short-term notes assumed at an aggregate principal amount of

$ 11.0 million issued to various lenders (collectively, the “Short-term Loans”).

The Short-term loans mature at various dates

within the next twelve months and are included as current liabilities in the accompanying condensed consolidated balance sheets.

Company incurred approximately $ 0.04 million in interest expense and made aggregate payments of approximately $ 0.2 million toward the

various short-term loans during the six months ended June 30, 2025.

completed on October 15, 2024, 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.

The Company incurred approximately $ 0.02 million in interest expense and made aggregate payments of approximately $ 0.2

million toward the various short-term loans during the three months ended March 31, 2025.

On November 27, 2024, the Company also obtained

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on repayment.

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

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

the aggregate outstanding principal and accrued interest was approximately $ 11.4 million and $ 14.5 million, respectively.

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.

As of the date of issuance of these unaudited

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

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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.

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

completed on October 15, 2024, 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

3 unchanged sentences

On October 16, 2024, Triller Corp.

into a 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.

June 30, 2025 and December 31, 2024, the aggregate outstanding principal and accrued interest was approximately $ 5.2 million.

entered into a 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.

As of March 31, 2025 and December 31, 2024, the aggregate outstanding principal and accrued interest was

approximately $ 5.2 million.

In November and December 2024, the Company

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increase to 15 % per annum if there is any default on repayment.

During the six months ended June 30, 2025, the Company issued 155,000

During three months ended March 31, 2025, the Company issued 155,000

shares of common stock to the COO for the full repayment of this short-term loans (see Note 14(a)(ii)).

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shares of common stock of BKFC owned by the Company.

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

the aggregate outstanding loan balance was approximately $ 44.7 million and $ 29.2 million, respectively.

(d) Factoring loan

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

loan balances was approximately $ 41.4 million and $ 29.2 million, respectively.

Factoring loan

In connection with the Merger Transaction, the

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The agreed weekly payment was approximately $ 0.03 million.

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

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

the outstanding principal balance, net of debt discount, was approximately $ 0.2 million and $ 0.2 million, respectively.

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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

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 June 30, 2025 and December 31, 2024,

the TFI Note was reported at a fair value of approximately $ 46.3 million and $ 46.3 million, respectively, which is included in convertible

debts under current liabilities in the condensed consolidated balance sheets.

For the three and six months ended June 30, 2025, there

was no change in fair value of convertible debts in the accompanying unaudited condensed consolidated statements of operations and comprehensive

As of March 31, 2025 and December 31, 2024, the TFI Note was reported

at a fair value of approximately $ 46.3 million and $ 46.3 million, respectively, which is included in convertible debts under current liabilities

in the condensed consolidated balance sheets.

For the three months ended March 31, 2025, there was no change in fair value of convertible

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

As of the date of issuance of these unaudited

1 unchanged sentence

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.

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 June 30, 2025 and December 31, 2024,

the fair value of the note is approximately $ 6.8 million and $ 6.8 million, respectively.

As of the date of issuance of these unaudited

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

Convertible Promissory Note - Yorkville

As of March 31, 2025 and December 31, 2024, the fair value of the note

is approximately $ 6.8 million and $ 6.8 million, respectively.

As of the date of issuance of these unaudited 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

2 unchanged sentences

In connection with the A&R SEPA, Yorkville

agreed to an advance to the Triller Corp in the form of convertible promissory notes in a principal amount up to approximately $ 8.51 million

(the “First Pre-Paid Advance”).

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

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.

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.

1 unchanged sentence

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

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.

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A&R SEPA, from Yorkville.

On June 20, 2025, Yorkville effected a foreclosure

under the Triller Pledge Agreement.

This action was undertaken by Yorkville following its allegations of various events of default by

the Company under the terms of the Yorkville Convertible Promissory Note, dated June 28, 2024, and other related transaction documents,

including the Second A&R SEPA.

Yorkville had previously sought to accelerate payment of all amounts due under the Yorkville Convertible

Promissory Note.

Although the Company has not received a formal notice of foreclosure from Yorkville, the Company became aware through

a transfer agent statement that 3,000,000 shares of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral, were

transferred to Yorkville on June 20, 2025.

These 3,000,000 shares represented a 17.66 % ownership interest in BKFC as specifically pledged

to Yorkville as of June 20, 2025.

As a direct result of this transfer, the Company’s beneficial ownership in BKFC became 38.13 %,

based on BKFC’s total outstanding 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.

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

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

the Company issued convertible promissory notes in an aggregate of approximately $ 33.97 million and $ 32.55 million to Yorkville, respectively.

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discount and direct issuance costs and accrued interest of convertible promissory notes payable in interest expense in the unaudited

condensed consolidated statements of operations and comprehensive loss of approximately $ 1.4 million and $ 2.8 million for the three and

six months ended June 30, 2025, respectively.

condensed consolidated statements of operations and comprehensive loss of approximately $ 1.4 million and nil for the three months ended

March 31, 2025 and 2024, respectively.

On November 26, 2024, Yorkville initiated

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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 17).

As of the date of issuance of these condensed consolidated financial statements, the Company

expenses incurred by Yorkville.

As of the date of issuance of these unaudited condensed consolidated financial statements, the Company

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

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Group LLC) for redemption:

in whole and not in part;

whole and not in part;

● at a price of $ 0.01 per warrant;

1 unchanged sentence

● if, and only if, the last sales price of the common stock equals or exceeds $ 16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and

if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

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

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The public warrants qualify for the derivative

scope exception under ASC 815 and are therefore presented as a component of stockholders’ deficit on the condensed consolidated

scope exception under ASC 815 and are therefore presented as a component of stockholders’ deficit on the unaudited condensed consolidated

balance sheets without subsequent fair value re-measurement.

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

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

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

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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 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

2 unchanged sentences

between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

market value” shall mean the volume average reported last sale price of the shares for the 10 trading days prior to the exercise

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

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

1 unchanged sentence

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 – 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 June 30, 2025 and December 31, 2024,

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 – 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

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

there were 1,460,840 and 1,469,840 Warrants - Class A of Triller Group Warrants outstanding, respectively, with aggregate value of approximately

5 unchanged sentences

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

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

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

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

6 unchanged sentences

were as follows at their measurement dates:

As of June 30, 2025

As of March 31, 2025

Risk-free interest rate

6 unchanged sentences

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

The operating leases are included in “Right-of-use asset, net”

on the 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” on the condensed consolidated

balance sheets.

The operating leases are included in “Right-of-use asset,

net” 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” on the

condensed consolidated balance sheets.

Supplemental balance sheet information related

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Total lease liabilities

Operating lease expense for the three and

six months ended June 30, 2025 was approximately $ 0.5 million and $ 1.0 million, respectively.

Operating lease expense for the three and

six months ended June 30, 2024 was approximately $ 0.6 million and $ 1.3 million, respectively.

Operating lease expense for the three months

ended March 31, 2025 and 2024 was approximately $ 0.5 million and $ 0.6 million, respectively.

Other supplemental information about the Company’s

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

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

2025 December 31, 2024

1 unchanged sentence

Weighted average remaining lease term (years) 1.17 1.42

Maturities of operating lease liabilities as of

June 30, 2025 were as follows:

For the year ending June 30,

Maturities of operating lease liabilities as

of March 31, 2025 were as follows:

For the year ending March 31,

Operating lease

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taken effect on January 1, 2024.

During the six months ended June 30, 2025,

During the three months ended March 31, 2025,

the Company issued 15,121,526 shares of common stock as follows:

1 unchanged sentence

prior to the closing date of the merger transaction on October 15, 2024 with common stock held in escrow.

(ii) 155,000 shares of common stock to an officer of the Company for the repayment of short-term borrowings (see Note 10(c)).

(ii) 155,000 shares of common stock to an officer of the Company for the repayment of short-term loans (see Note 10(c)).

(iii) 348,745 shares of common stock to certain consultants to compensate their services rendered.

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(vi) 11,807,332 shares of common stock to settle 11,801,804 shares of Series A-1 preferred stock to be issued in related to the merger transaction completed on October 15, 2024.

(vii) In March 2025, the Company entered into a Settlement and Release Agreement with 13080 Advisors LLC (“13080”) to dismiss the arbitration against the Company.

The Company agreed to issue a total of 9,682,500 shares of common stock in three installments and pay a consideration of $ 2.04 million on or before December 31, 2025.

As part of the payment, the Company transferred 285,353 units of Investment H in exchange for reducing 1,350,000 shares of common stock.

3,227,500 shares of common stock to 13080 as the first installment in April 2025.

There were 160,442,160 and 138,143,817 shares

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

There were 153,265,343 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 unaudited

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issuance of common stocks is listed from (i) to (vii) in Note 18.

For the three and six months ended June 30,

2025, the Company recorded approximately $ 17.2 million and $45.9 million stock-based compensation expense, respectively which is included

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

comprehensive loss.

For the three and six months ended June 30,

2024, the Company recorded approximately $ 0.7 million and $ 2.5 million stock-based compensation expense, respectively which is included

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

comprehensive loss.

For the three months ended March 31, 2025

and 2024, the Company recorded approximately $ 28.8 million and $1.7 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

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Series A-1 Preferred Stock

The Company designated up to 11,803,398 shares

as Series A-1 Preferred Stock, with a par value of $ 0.001 per share.

Each share of Series A-1 Preferred Stock shall be convertible, at

the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder

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

The Company designated up to 11,803,398

shares as Series A-1 Preferred Stock, with a par value of $ 0.001 per share.

Each share of Series A-1 Preferred Stock shall be

convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional

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

In connection with the Merger Transaction, the

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There were 11,801,804 and 11,801,804 shares

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

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

Series B Preferred Stock

4 unchanged sentences

There were 30,851 and 30,851 shares of Series

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

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

Preferred Stock To Be Issued

During the six months ended June 30, 2025,

During the three months ended March 31, 2025,

the Company issued 11,807,332 shares of common stocks to settle 11,801,804 shares of Series A-1 preferred stock to be issued in connection

with the merger transaction.

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

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

there was nil and 11,801,804 shares of Series A-1 preferred stock to be issued.

3 unchanged sentences

(i) 9,682,500 common stocks to a consultant under a consulting agreement.

In April 2025, 3,227,500 shares of common stock issued to 13080 as the first installment (see Note 14(a)(vii)).

(ii) 5,340,211 common stocks to directors, officers and employees under equity incentive plans for their service and performance

There were 15,022,711 and 15,022,711 shares

of common stock to be issued as of June 30, 2025 and December 31, 2024, respectively.

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

Common Stock Held In Escrow

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with the merger transaction completed on October 15, 2024.

During the six months ended June 30, 2025

During the three months ended March 31, 2025

and 2024, 2,043,962 and nil shares common stock held in escrow, respectively are transferred out to settle claims that relate to the

2 unchanged sentences

There were 21,978,469 and 24,022,431 shares

of common stock held in escrow issued and outstanding as of June 30, 2025 and December 31, 2024, respectively.

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

2023 Share Award Scheme

2 unchanged sentences

filed S-8 registration statement to register up to 5,652,352 shares of common stock on February 24, 2023.

The fair value of the common stock granted

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

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

unaudited condensed consolidated statements of operations and comprehensive loss.

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

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.

Restricted Share Units

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will be vested over one to four years period from 2023 to 2026.

In January 2025, the Company approved and granted 3,363,000 shares

of common stock as RSUs to employees as additional compensation under the Scheme.

These RSUs typically will be vested over two years period

from 2025 to 2027.

In January 2025, the Company approved and

granted 3,363,000 shares of common stock as RSUs to employees as additional compensation under the Scheme.

These RSUs typically will

be vested over two years period from 2025 to 2027.

For the RSUs, the fair value is recognized over

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The Company has assumed 10 % forfeitures.

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

2,630,707 and 388,683 shares of common stock are available to issue under the plans, respectively.

During the three and six months ended June

30, 2025, the Company recorded approximately $ 0.9 million and $ 1.4 million stock-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 three and six months ended June

30, 2024, the Company recorded approximately $ 0.3 million and $ 0.5 million stock-based compensation expense, respectively which is included

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

3,415,383 and 388,683 shares of common stock are available to issue under this plan, respectively.

During the three months ended March 31, 2025

and 2024, the Company recorded approximately $ 0.5 million and $0.3 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 June 30, 2025 and December 31, 2024,

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

total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $ 3.7 million and $ 0.5 million,

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A summary of the activities for the Company’s

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

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

March 31, 2025

December 31, 2024

Number of RSUs

Outstanding, beginning of period/year

Outstanding, end of period/year

2024 Equity Incentive

2024 Equity Incentive Plan

Pursuant to the 2024 Equity Incentive Plan

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on August 29, 2024 and November 27, 2024, respectively.

The fair value of the common stock granted

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

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

unaudited condensed consolidated statements of operations and comprehensive loss.

As of June 30, 2025 and December 31, 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 stock-based compensation expense in the condensed

consolidated statements of operations and comprehensive loss.

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

23,910,611 and 24,508,411 shares of common stock are available to issue under this plan.

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For the three months ended

For the six months ended

Other than U.S.

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For the three months ended

For the six months ended

Income tax expense

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The following

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

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:

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Deferred tax assets, net:

As of June 30, 2025, the operations incurred

As of March 31, 2025, the operations incurred

approximately $ 81.4 million of cumulative net operating losses, which can be carried forward to offset future taxable income.

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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.

The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the six 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, 2025.

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.

16 — RELATED PARTY BALANCES AND TRANSACTIONS

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Convertible debts

(a) Other current liabilities due to related parties represented the interest payable accrued on the short-term borrowings from four related parties.

(b) 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 10(c)).

Other current liabilities

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

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 10(c)).

(c) The Company purchased 4 % equity interest in Investment E from a related party in May 2021, based on historical cost.

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The amount was secured, interest-bearing, and repayable on demand.

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 (see Note 11).

Transactions with related parties

In the ordinary course of business, during

the three and six 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):

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.

is secured by a pledge of 5,000,000 shares of common stock of BKFC owned by the Company.

(see Note 11).

Transactions with related

In the ordinary course of business, during the

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):

the three months ended

the six months ended

Nature of transactions

management service income

and operating fee charge

and professional fees

(e) 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.

(f) 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.

Asset management service income

Office rental and operating fees

Legal and professional fees

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.

(g) 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.

(h) The interest expense incurred for borrowings from four related parties.

The interest expense

incurred for borrowings from four related parties.

Apart from the transactions and balances detailed

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.

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

or material related party transactions during the periods presented.

17 — COMMITMENTS AND CONTINGENCIES

Regulatory Non-Compliance

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

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.

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 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).

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.

Contractual Commitments

(a) Contractual Commitments

Sale and Purchase Agreement with Sony Life

1 unchanged sentence

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 SGD 2.5 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 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

SGD 0.25 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.

On March 14, 2025, SLS issued a termination

notice to terminate the agreement due to the Company’s failure to complete the transaction.

On April 21, 2025, the Company and

SLS entered into a settlement agreement under which the Company is obligated to pay SLS a settlement amount of SGD 1.85 million (equivalent

to approximately $ 1.4 million) on or before August 31, 2025.

In addition, SLS has claimed further damages of SGD 0.1 million (equivalent

to approximately $ 0.07 million) arising from the Company’s breach of its obligations under the agreement.

Both the settlement amount

and the additional damages claim bear interest at a rate of 5.33 % per annum, accruing from March 5, 2025, until the date of full payment.

Legal Matters and Other Contingencies

(“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 SGD 2.5 million (equivalent to

approximately $1.88 million).

On December 28, 2023, the Company and SLS entered into a second supplementary agreement to extend the

closing date of the transaction from December 31, 2023 to March 31, 2024.

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

third supplementary agreement to extend the closing date of the transaction from March 31, 2024 to May 9, 2024.

Pursuant to the

third supplementary agreement, the Company paid SGD 0.25 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 SGD 0.15 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.

(b) Legal Matters and Other Contingencies

From time to time, the Company is party to various

4 unchanged sentences

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.

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

8 unchanged sentences

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

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

15 unchanged sentences

settlements, rulings and advice of outside legal counsel are expensed as incurred.

The Company establishes an accrued liability for

loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable.

Those accruals represent

management’s best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued.

For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage

of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim.

The Company 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

5 unchanged sentences

The following describes material legal proceedings

in which the Company is involved as of June 30, 2025:

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

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

8 unchanged sentences

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.

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

7 unchanged sentences

On August 9, 2024, the Court made an order that the case be adjourned to January 14, 2025 for another case management conference.

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,

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

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.

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.

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 the misrepresentation and conspiracy

causing the loss from the investment in corporate bond and claimed for compensatory damage of approximately $ 1.7 million.

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

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

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

7 unchanged sentences

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

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

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”)

Sony Music Publishing

Europe Limited (“SOLAR”)

In connection with the Merger Transaction, the

3 unchanged sentences

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

As of June 30,

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

4 unchanged sentences

aspects of the Company’s business.

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

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.

25 unchanged sentences

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 June 30, 2025.

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

4 unchanged sentences

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

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 Award

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

7 unchanged sentences

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

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

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 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 Settlement Agreement

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

2 unchanged sentences

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 June 30, 2025.

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 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.

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 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.

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 Group Inc.;

Triller Corp.;

1 unchanged sentence

Convoy Global Holdings Limited, Index No.

659314/2024 in the New York Supreme Court, Commercial Division

659314/2024 in the New York Supreme Court,

Commercial Division

On November 26, 2024, Yorkville (“Plaintiff”)

8 unchanged sentences

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,

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.

20 unchanged sentences

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 losses, if any.

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.

16 unchanged sentences

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

losses, if any.

loss, if any.

Diamond Jr.et al.

15 unchanged sentences

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 losses, if any.

or the range of reasonable possible loss, if any.

18 — 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 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.

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

(i) 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.

(ii) 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.

(iii) 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.

(iv) On April 11, 2025, the Company entered into a Convertible Note Purchase Agreement (“NPA”) with an independent third party pursuant to which the Company (i) issues a convertible note in the principal amount of approximately $ 10.0 million (the “Note”), (ii) issues a warrant to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $ 1.00 per share (the “Warrant”), (iii) executes and delivers a registration rights agreement, and (iv) executes and delivers a termination agreement to terminate a securities purchase agreement dated January 24, 2025.

The Note matures in two years after its date of issuance with an interest rate of U.S.

Prime Rate plus 2 % per annum payable at maturity.

The Note will be convertible into the Company’s common stock at a 20 % discount to the 5-day daily dollar volume weighted average price of the common stock of the Company.

The Warrant will be exercisable in a year after the Company’s next qualified equity financing with a term of five years.

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.

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

(vii) 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 unaudited 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.

(viii) 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 unaudited 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 October 14, 2025, the Company received

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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,

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.

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

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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 June 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 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 June 30, 2026.

File its 2025 Form 10-K

on or before March 31, 2026.

On December 26, 2025,

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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/A

Item 1. Financial Statements