What changed in this filing

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Item 1. Financial Statements

2026-02-17 compared with 2024-03-28 · 1878 added, 1125 removed, 323 unchanged (90% of the section changed)

FINANCIAL STATEMENTS

AGBA GROUP HOLDING

UNAUDITED CONDENSED

CONSOLIDATED BALANCE SHEETS

TRILLER GROUP

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed

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

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

December 31, 2024

Current assets:

2 unchanged sentences

Accounts receivable, net

Accounts receivable, net, related parties

Loans receivable

Income tax recoverable

Deposit, prepayments, and other

Loans and notes receivables, net

Deposit, prepayments, and other receivables, net

Assets held for sale

Total current assets

Non-current assets:

Loans receivable

Loans receivables, net

Property and equipment, net

Notes receivables

Long-term investments, net

Long-term investments, net,

related party

Total non-current assets

$ 101,221,333

LIABILITIES AND SHAREHOLDERS’

LIABILITIES AND STOCKHOLDERS’

Current liabilities:

Accounts payable and accrued liabilities

Accounts payable and other current liabilities

Other current liabilities, related parties

Escrow liabilities

Amounts due to the holding company

Forward share purchase liability

Total current liabilities

Long-term liabilities:

Borrowings, related parties

Convertible debts, net

Convertible debts, related party

Income tax payable

Warrant liabilities

Deferred tax liabilities

Total long-term liabilities

Operating lease liabilities,

Total current liabilities

Non-current liabilities:

Operating lease liabilities,

Total non-current liabilities

TOTAL LIABILITIES

Commitments and contingencies

Shareholders’ equity:

Ordinary shares, $ 0.001 par value;

200,000,000 shares authorized, 61,750,898 and 58,376,985 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively

Ordinary shares to be issued

Commitments and contingencies (Note 16)

Stockholders’ deficit:

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

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 loss

Accumulated other comprehensive income (loss)

Accumulated deficit

1 unchanged sentence

( 1,203,637 )

Total shareholders’ equity

Total stockholders’ deficit

TOTAL LIABILITIES

AND SHAREHOLDERS’ EQUITY

$ 101,221,333

See accompanying

notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING

AND STOCKHOLDERS’ DEFICIT

See accompanying notes to unaudited condensed consolidated

financial statements.

TRILLER GROUP

AND ITS SUBSIDIARIES

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE

(Currency expressed

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

Three months ended

Interest income:

Total interest income

Non-interest income:

Recurring service fees

Total non-interest income

Total revenues from others

Non-interest income:

Recurring service fees

Total revenues from related parties

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

Recurring asset management service fees

Recurring asset management service fees, related parties

Total revenues

Operating cost and expenses:

Interest expense

Operating expenses:

Commission expense

( 7,295,492 )

Sales and marketing expense

( 1,856,903 )

Technology expense

Research and development expense

Personnel and benefit expense

( 9,605,190 )

( 2,004,979 )

Other general and administrative expenses

( 5,855,821 )

Total operating cost and expenses

( 25,657,488 )

( 3,988,640 )

Loss from operations

( 14,583,808 )

( 1,912,317 )

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

Total operating expenses

Other income (expense):

Bank interest income

Interest income

Interest expense

Foreign exchange gain (loss), net

Investment income, net

Bad debts written-off

Investment loss, net

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Rental income

Sundry income

Total other income, net

Loss before income taxes

( 12,099,258 )

Income tax benefit (expense)

$ ( 12,072,610 )

Total other expense, net

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 –

basic and diluted

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

(see Note 14)

See accompanying

notes to unaudited condensed consolidated financial statements.

TRILLER GROUP

AND ITS SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’

(Currency expressed in thousands of United States

Dollars, except for number of shares)

the six months ended June 30, 2025

stock held in escrow

comprehensive

stockholders’

Balance as of January 1, 2025

$ ( 1,203,637 )

Other comprehensive loss:

Foreign currency translation adjustment

COMPREHENSIVE LOSS

$ ( 245,967 )

Settlement of payables with common stock held in escrow

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

( 2,043,962 )

Weighted average number of ordinary shares outstanding – basic and diluted

Net loss per ordinary share – basic and diluted

See accompanying

notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING

UNAUDITED CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Currency expressed

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

Three months ended March 31, 2023

Ordinary shares

Ordinary shares to

Additional paid-in

Accumulated other comprehensive

Total shareholders’

Balance as of January 1, 2023 (restated)

Issuance of common stock for repayment of borrowings, related

Stock-based compensation to consultants

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

( 3,227,500 )

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

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

( 11,801,804 )

Issuance of ordinary shares to settle finder fee

Share-based compensation

Forgiveness of amount due to shareholder

Foreign currency translation adjustment

Net loss for the period

( 12,072,610 )

Balance as June 30, 2025

$ ( 1,288,894 )

Balance as of March 31, 2023 (restated)

$ ( 282,292 )

For the six months ended June

Common stock to be issued

comprehensive

shareholders’

Balance as of January 1, 2024

Issuance of ordinary shares to settle finder fee

Issuance of ordinary shares for private placement

( 2,139,252 )

Three months ended March 31, 2022

Ordinary shares

Ordinary shares to be issued

Additional paid-in

Receivable from the

Accumulated other comprehensive

Total shareholders’

Balance as of January 1, 2022, as reported

Balance as of January 1, 2022 (restated)

Special dividend to the shareholder

Stock-based compensation to consultants

Stock-based compensation to a director and officers

Foreign currency translation adjustment

Net loss for the period

Balance as of March 31, 2022 (restated)

Balance as of June 30, 2024

# Giving retroactive effect to the forward stock split and reverse stock split occurred in 2024 (see Note 14).

See accompanying

notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING

notes to unaudited condensed consolidated financial statements.

TRILLER GROUP

AND ITS SUBSIDIARIES

UNAUDITED CONDENSED

1 unchanged sentence

(Currency expressed

in United States Dollars (“US$”))

Three months ended

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

For the six months ended June

Cash flows from operating activities:

$ ( 12,072,610 )

$ ( 447,394 )

Adjustments to reconcile net loss to net cash (used in) provided by operating activities

Share-based compensation expense

Depreciation of property and equipment

Adjustments to reconcile net loss to net cash used in operating

Stock-based compensation expense

Marketing expenses

Lease expense

Depreciation and amortization

Interest income

Interest expense on convertible debts

Interest expense on borrowings

Foreign exchange (gain) loss, net

Investment income, net

( 1,723,064 )

( 2,148,935 )

Bad debts written-off

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

Change in fair value of forward share purchase liability

Change in operating assets and liabilities:

Accounts receivable

Loans receivables

Loans receivable

Deposits, prepayments, and other receivables

Accounts payable and accrued liabilities

( 1,017,905 )

Accounts payable and other current liabilities

Other current liabilities, related parties

Escrow liabilities

Operating lease liabilities

Income tax payable

Net cash (used in) provided by operating activities

( 10,196,863 )

Net cash used in operating activities

Cash flows from investing activities:

Proceeds from sale of investments

Purchase of notes receivables

Dividend received from long-term investments

Purchase of property and equipment

Payment of earnest deposit, the shareholder

( 7,849,676 )

Net cash provided by (used in) investing activities

( 6,852,870 )

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

Net cash provided by investing activities

Cash flows from financing activities:

Advances from the shareholder

Proceeds from borrowings

Dividend paid to the shareholder

( 17,437,805 )

Net cash provided by (used in) financing activities

( 14,524,849 )

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

Net change in cash, cash equivalent and restricted cash

( 2,658,000 )

( 20,147,400 )

Proceeds from borrowings, related parties

Advances from the stockholder

Net cash provided by financing activities

Effect on exchange rate change on cash,

cash equivalents and restricted cash

Net change in cash, cash equivalent and

restricted cash

Beginning of period

2 unchanged sentences

Cash paid for income taxes

Cash received from interest

Cash paid for interest

Reconciliation to amounts on condensed consolidated balance sheets:

Cash and cash equivalents

Restricted cash

Total cash, cash equivalents and restricted cash

SUPPLEMENTAL DISCLOSURE OF NON CASH INVESTING AND FINANCING ACTIVITIES

Issuance of ordinary shares to settle finder fee

Forgiveness of amount due to shareholder

Purchase of property and equipment, through earnest deposit

Special dividend to the Shareholder offset with amount due from the shareholder

Supplemental disclosure of non-cash investing

and financing activities:

Issuance of common stocks to settle

See accompanying

notes to the unaudited condensed consolidated financial statements.

AGBA GROUP HOLDING LIMITED

notes to unaudited condensed consolidated financial statements.

(Currency expressed in United States Dollars (“US$”))

NATURE OF BUSINESS AND BASIS OF PRESENTATION

AGBA Group Holding Limited (“AGBA”

or the “Company”) was incorporated on October 8, 2018 in British Virgin Islands.

The Company, through its subsidiaries, is operating

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

insurance, stock brokerage, mutual funds, lending, and real estate in overseas.

AGBA is also engaged in financial technology business

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

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

TRILLER GROUP INC.

AND 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)

DESCRIPTION OF BUSINESS

Triller Group Inc.

(“ILLR”, “Triller”,

or the “Company”) was formed in the State of Delaware on October 15, 2024, to domicile the Company’s legal jurisdiction

from British Virgin Islands to the State of Delaware.

ILLR and its subsidiaries are hereinafter referred to as the “Company”.

The Company currently operates a global, artificial

intelligence (“AI”) powered technology platform (“Technology Platform”) that serves a broad constituency of creators

and brands around the world.

“Creators” include influencers, artists, athletes and public figures that utilize Triller’s

Technology Platform to create and publish content.

“Brands” are companies, products or product lines which are active on Triller’s

Technology Platform and utilize or have utilized one or more of Triller’s products or services offered through Triller’s Technology

Platform, or companies, products or product lines whose associated data Triller tracks, report on and make available to Triller’s

clients as part of one or more of Triller’s product offerings.

Also, the Company remains the operation of a wealth

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

insurance, stock brokerage, mutual funds and lending businesses in Hong Kong.

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

These accompanying unaudited condensed consolidated

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

accompanying unaudited condensed consolidated financial statements and notes.

● Basis of Presentation

The accompanying unaudited condensed consolidated

3 unchanged sentences

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

Certain information and footnote

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

The consolidated

balance sheet as of December 31, 2022 derived from the audited consolidated financial statements at that date, but does not include all

the information and footnotes required by U.S.

These unaudited condensed consolidated financial statements should be read in conjunction

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

year ended December 31, 2022.

Certain information and

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

The consolidated balance sheet as of December 31, 2024 derived from the audited consolidated financial statements at that date, but does

not include all the information and footnotes required by U.S.

These unaudited condensed consolidated financial statements should

be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2024, as filed on January 26, 2026.

The unaudited condensed consolidated financial

statements as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022, 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, 2023 and 2022 are not

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

Certain prior period amounts have been reclassified

for consistency with the current period presentation.

These reclassifications had no effect on the reported results of operations.

2 － RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has restated the accompanying unaudited condensed consolidated

financial statements and related disclosure for the three months ended March 31, 2023 that were previously included in the Form 10-Q filed

with the SEC on May 15, 2023.

Restatement Background

In June 2021, the Company received the offer

from JP Morgan Chase Holdings LLC to purchase all its equity interest in Nutmeg Saving and Investment Limited (“Nutmeg”).

Nutmeg is incorporated in the United Kingdom and engaged in the provision of online discretionary investment management services.

cash consideration was approximately $ 187 million (equivalent to approximately GBP 135 million) and fully received in September 2021,

resulting in a realized gain of approximately $ 139 million (equivalent to approximately GBP 101 million).

As of December 31, 2021, the

Company recorded an income tax payable of $ 23 million based on the Hong Kong profit tax rate of 16.5 %.

The Company corrected its previous

conclusion of provision of income tax liabilities of $ 23 million related to the disposal of Nutmeg.

The Company had previously

believed that the gain from the sale of Nutmeg should have been taxed at the 16.5 % profit tax rate in Hong Kong during the year of

disposal, resulting in a recorded income tax liability of $ 23 million.

After reassessing whether income tax should be provided, the

Company reviewed that there was an error resulting from the improper application of US tax law and Hong Kong tax law due to the

mistaken omission of the consideration of Hong Kong tax law, and came to the conclusion that there should be

no income tax applied when selling a long-term investment in Hong Kong.

The impact of restatement

The impact of the accounting errors was a

cumulative reduction in the income tax provision of $ 23 million and a cumulative decrease in the accumulated deficit of $ 23 million,

and it had no impact on the unaudited condensed consolidated statements of operations and comprehensive loss and the unaudited condensed

consolidated statements of cash flows for the three months ended March 31, 2023 and 2022.

The following table summarized the effect

of the restatement on each financial statement line items as of and for the three months ended March 31, 2023 and for the year ended

December 31, 2022, as indicated:

Summary of restatement – condensed

consolidated balance sheet

As of March 31, 2023

As Previously Reported

Income tax payable

$ ( 23,000,000 )

Total current liabilities

$ ( 23,000,000 )

Total liabilities

$ ( 23,000,000 )

Accumulated deficit

$ ( 51,467,743 )

$ ( 28,467,743 )

Total shareholders’ equity

AGBA GROUP HOLDING

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

As of December 31, 2022

As Previously Reported

Income tax payable

$ ( 23,000,000 )

Total current liabilities

$ ( 23,000,000 )

Total liabilities

$ ( 23,000,000 )

Accumulated deficit

$ ( 39,395,133 )

$ ( 16,395,133 )

Total shareholders’ equity

Summary of restatement – condensed

consolidated statements of changes in shareholders’ equity

For the three months ended March

As Previously Reported

Balance as of January 1, 2023

Accumulated (deficit) retained earnings

$ ( 39,395,133 )

$ ( 16,395,133 )

Total shareholders’ equity

Balance as of March 31, 2023

Accumulated (deficit) retained earnings

$ ( 51,467,743 )

$ ( 28,467,743 )

Total shareholders’ equity

For the three months ended March

As Previously Reported

Balance as of January 1, 2022

Retained earnings

Total shareholders’ equity

Balance as of March 31, 2022

Retained earnings

Total shareholders’ equity

3 － SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

These accompanying unaudited condensed consolidated

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

accompanying unaudited condensed consolidated financial statements and notes.

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.

● Principles of Consolidation

The accompanying unaudited condensed consolidated

financial statements include the financial statements of AGBA and its subsidiaries.

A subsidiary is an entity (including a structured

entity), directly or indirectly, controlled by the Company.

The 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 AGBA and its subsidiaries

are eliminated upon consolidation.

financial statements include the unaudited financial statements of the Company and its subsidiaries.

A subsidiary is an entity (including

a structured entity), directly or indirectly, controlled by the Company.

The condensed consolidated financial statements of the subsidiaries

are prepared for the same reporting period as the Company, using consistent accounting policies.

All intercompany transactions and balances

between the Company and its subsidiaries are eliminated upon consolidation.

● Use of Estimates and Assumptions

6 unchanged sentences

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

impairment of long-lived assets, allowance for doubtful accounts, notes receivables, share-based compensation, warrant liabilities, forward

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

tax position, and allocation of expenses from the shareholder.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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

debts, warrant liabilities, provision for contingent liabilities, revenue recognition, income tax provision, deferred taxes and uncertain

tax position.

The inputs into the management’s judgments

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

results could differ from these estimates.

and estimates consider the geopolitical tension, inflationary and high interest rate environment and other macroeconomic factors on the

Company’s critical and significant accounting estimates.

Actual results could differ from these estimates.

● Foreign Currency Translation and Transaction

3 unchanged sentences

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the statement of operations.

The resulting exchange differences are recorded in the condensed consolidated

statements of operations and comprehensive loss.

The reporting currency of the Company is US$ and

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

In addition, the Company and subsidiaries

are operating in Hong Kong maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which is a

functional currency as being the primary currency of the economic environment in which their operations are conducted.

In general, for

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

with ASC Topic 830-30, Translation of Financial Statement , using the exchange rate on the balance sheet date.

Revenues and expenses

are translated at average rates prevailing during the period.

The gains and losses resulting from translation of financial statements

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

consolidated statements of changes in shareholders’ equity.

Translation of amounts from HK$ into US$ has been

made at the following exchange rates for the three months ended March 31, 2023 and 2022:

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

In addition, some of the Company’s subsidiaries

are operating in Hong Kong, which maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which

is a functional currency as being the primary currency of the economic environment in which their operations are conducted.

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

accordance with Accounting Standards Codification (“ASC”) Topic 830-30, Translation of Financial Statement , using the

exchange rate on the balance sheet date.

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

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

other comprehensive loss within the condensed consolidated statements of changes in stockholders’ (deficit) equity.

Translation of amounts from HK$ into US$ has

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

Period-end HK$:US$ exchange rate

Period average HK$:US$ exchange rate

● Segment Reporting

ASC Topic 280, Segment Reporting , establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure

as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s

business segments.

The Company uses the management approach to

determine reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s

chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

The Company’s

CODM has been identified as the Chief Executive Officer (“CEO”), who reviews consolidated results when making decisions about

allocating resources and assessing performance of the Company.

Based on management’s assessment, the Company determined that it

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

June 30, 2025.

● Cash and Cash Equivalents

5 unchanged sentences

of these instruments.

The Company maintains most of its bank accounts in Hong Kong.

The Company maintains most of its bank accounts in the United States of America and Hong Kong.

Hong Kong is not

protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

However, management does not believe there is a significant

risk of loss.

● Restricted Cash

Restricted cash consist of funds held in escrow

accounts reflecting (i) the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive

interest of the Company’s customers and (ii) the full obligation to an investor in connection with the Meteora Backstop Agreement

(see Note 5).

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

the assets as current based on their purpose and availability to fulfill its direct obligation under current liabilities.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

Restricted cash consists of funds held in escrow

accounts reflecting the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive interest

of the Company’s customers.

The Company currently acts as a custodian to manage the assets and investment portfolio on behalf of

its customers under the terms of certain contractual agreements, which the Company does not have the right to use for any purposes, other

than managing the portfolio.

The Company restricts the use of the assets underlying

the funds held in escrow to meet with regulatory or contractual requirements and classifies the assets as current based on their purpose

and availability to fulfill its direct obligation under current liabilities.

● Accounts Receivable, net

Accounts receivable include trade accounts due

from customers in insurance brokerage and asset management businesses.

Accounts receivable are recorded at the invoiced

Accounts receivable, net are recorded at the invoiced

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

Accounts receivable, net are recorded at the invoiced

amount and do not bear interest, which are due within contractual payment terms.

The normal settlement terms of accounts receivable from

insurance companies in the provision of brokerage agency services are within 30 days upon the execution of the insurance policies.

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 Company seeks to maintain strict control over its outstanding receivables to minimize credit

The Company’s payment terms of accounts

receivable vary by the types of services offered.

The normal settlement terms of accounts receivable from insurance companies in the provision

of brokerage agency services and customers for advertising services, are within 30 days up on the execution of the insurance policies

and advertising campaigns.

Credit terms with the products providers of investment, unit and mutual funds and asset portfolio are mainly

90 days or a credit period mutually agreed between the contracting parties.

For certain services and customers, the Company

requires payment before services are delivered to the customers.

Changes in the allowance for expected credit losses are recorded in general

and administrative expense in the condensed consolidated statement of operations and comprehensive loss.

To determine the amount of the

allowance, the Company estimates all expected credits losses based on historical experience, current conditions and reasonable and supportable

The Company seeks to maintain strict control over

its outstanding receivables to minimize credit risk.

Overdue balances are reviewed regularly by senior management.

Management reviews its receivables on a regular basis to determine

if the bad debt allowance is adequate, and provides allowance when necessary.

Management reviews

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

The Company does not hold any collateral or other

credit enhancements over its accounts receivable balances.

● Loans Receivables

Loans receivables are real estate mortgage loans

that carried at unpaid principal balances, less the allowance for credit losses on loans receivables and charge-offs.

● Loans and Notes Receivable, net

Loans receivable, net are related to residential

mortgage loans that are carried at unpaid principal balances, less the allowance for expected credit losses on loans receivable and charge-offs.

Loans are placed on nonaccrual status when they

13 unchanged sentences

For all other loans, impairment is measured as described below

in Allowance for Credit Losses on Accounts Receivable and Loans Receivables.

● Allowance for Credit Losses on Accounts and Loans Receivables

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

● Allowance for Expected Credit Losses

In accordance with ASC Topic 326, “Credit

Losses – Measurement of Credit Losses on Financial Instruments ” (ASC Topic 326), the Company utilizes the current expected

credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the lifetime expected credit losses

on accounts and loans receivables which is recorded as a liability to offset the receivables.

The CECL model is prepared after considering

historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses.

Accounts and loans receivables are written off when deemed uncollectible.

Recoveries of receivables previously written off are recorded

as a reduction of bad debt expense.

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

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

credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments and others receivable which is recorded

as a liability to offset the receivables.

The CECL model is prepared after considering historical experience, current conditions, and

reasonable and supportable economic forecasts to estimate lifetime expected credit losses.

Accounts receivable, loans and notes receivable,

and deposits, prepayments, and others receivable are written off when deemed uncollectible.

Recoveries of receivables previously written

off are recorded as a reduction of bad debt expense.

● Asset Held For Sale

The Company classifies long-lived assets as

held for sale in the period in which the criteria are met, in accordance with ASC 360, Property and Equipment.

The Company ceases depreciation

on long-lived assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value or estimated fair

value less cost to sell.

As of 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.

● Long-Term Investments, net

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

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

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

They are stated at cost less any impairment, plus or minus changes

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

At each reporting period, the Company makes a

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

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

● Property and Equipment, net

Property and equipment, net are stated at cost

less accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated on the straight-line basis over the

following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual

values, if any:

Expected useful life

Building Shorter of 50 years or lease term

Leasehold improvement 3 years

Furniture, fixtures and equipment 3 to 5 years

Computer equipment 3 years

Motor vehicles 3 years

Expenditures for repairs and maintenance are expensed

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.

● Impairment of Long-Lived Assets

In accordance with the provisions of ASC Topic360,

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

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

Recoverability

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

expected to be generated by the asset.

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

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

No impairment losses were recognized for the

three and six months ended June 30, 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 ”

or the substantial premium model in ASC 470-20 applies.

Where the substantial premium model applies, the premium is recorded in additional

paid -in capital.

The resulting debt discount is amortized over the period during which the convertible debts is expected to be outstanding

as additional non-cash interest expenses.

Certain of the Company’s convertible debts

are accounted for under the fair value option election in ASC 825 due to difference in its features.

Under the fair value option election,

the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value

on a recurring basis at each reporting period date.

The estimated fair value adjustment is presented within other income (expense) in

the condensed consolidated statements of operations and comprehensive loss.

The Company classifies its convertible debts that are being

valued under the fair value option election as Level 3 due to the lack of relevant observable market data over fair value inputs, such

as the probability weighting of the various scenarios that can impact settlement of the arrangement.

The Company accounts

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

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

Topic 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

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

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Equity-classified

For issued or modified

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

the time of issuance.

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

The Company accounts for its (i) Public Warrants and (ii) Replacement Warrants of Triller Group Warrants as equity.

Liability-classified

For issued or modified

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

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

Changes in the estimated fair value of the warrants

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

The Company accounts

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

Warrants classified as

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

Changes in fair value is recognized

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

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

of operations and comprehensive loss.

● Revenue Recognition

The Company receives certain portion of its non-interest

The Company receives most of its non-interest

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

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

The Company earns commissions from the sale of

investment products to customers.

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

of the arrangement.

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

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

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

products acquired by its customers.

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

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

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

investment products.

Media and Sports Streaming

(i) Advertising

The Company’s technology platform provides brands a variety of advertising services including AI-powered conversations

and the augmentation and execution of advertising campaigns.

Advertising revenue is generated from advertisements, either displayed on

a device-specific application, browser or as part of an event.

Brand sponsorship revenue is generally recognized as advertisements are

viewed, if on a device-specific application or browser or when events occur with participation of the sponsor.

Revenue from brand sponsorship

agreements for which consideration is a fixed fee is allocated evenly to each event in a series of events over the applicable contractual

service period as the advertisements are displayed, which is typically over a period of less than one year.

(ii) Subscription

The Company’s technology platform provides streaming services that acquires content licensing from various sport and

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

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

Subscriptions for streaming

services are through third party streaming service providers, examples include All Elite Wrestling (“AEW”) in the case of

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

(iii) Pay-per-view

Unlike subscription fees, the Company’s technology platform, via its streaming

service provides pay-per-view services for premium content and events.

Revenue from streaming

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

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

with access to a data base of profiled Brands and Creators and their associated audiences, giving them the ability to enlist Creators

to develop and share captivating stories to market their products and services.

SaaS platform provides customers a detailed dashboard

to measure all creator driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding

creators with per-transaction incentives for enabling e-commerce transactions.

Revenue from SaaS platform subscriptions is recognized

ratably over the life of a subscription.

In arrangements where another party is involved

in providing specified services to a customer, such as a distributor of the Company’s content for subscription and pay-per-view

programming, the Company evaluates whether the Company is the principal or agent in the arrangement.

In this evaluation, the Company considers

if the Company obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators

such as the party primarily responsible for fulfillment and discretion in establishing price.

For revenue arrangements where the Company

is not the principal, the Company recognizes revenue on a net basis.

The Company has revenue-share arrangements where the Company is the

principal, such as serving as the provider of content for subscription and pay-per-view programming.

Costs associated with revenue-share

arrangements are recognized as part of expenses.

The Company determined that it was the principal for all subscription and pay-per-view

arrangements and no revenue was recognized on an agent net basis for the period presented.

The Company generally expenses sales commissions

when incurred because the amortization period would have been one year or less.

These costs are recorded within operating expense for

social media and streaming platform in the condensed consolidated statements of operations and comprehensive loss.

(b) Financial

(i) Commissions:

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

enters into commission agreements with customers which specify the key terms and conditions of the arrangement.

Commissions are separately

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

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

Upon the purchase of an investment product by

customer, the Company earns a commission from customers, calculated as a fixed percentage of the investment products acquired by its

The Company defines the “purchase of an investment product” for its revenue recognition purpose as the time when

the customers referred by the Company has entered into a subscription contract with the relevant product provider and, if required, the

customer has transferred a deposit to an escrow account designated by the Company to complete the purchase of the investment products.

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

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

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

The Company also facilitates the arrangement between

insurance providers and individuals or businesses by providing insurance placement services to the insureds, and is compensated in the

form of commissions from the respective insurance providers.

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

insurance products.

Therefore, commissions

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

The Company also facilitates the arrangement between insurance providers and individuals or businesses by providing insurance placement services to the insured and is compensated in the form of commission from the respective insurance providers.

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

The Company determines that insurance providers are the customers.

The Company primarily earns commission income

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

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

such policies.

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

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

The commission

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

Commission from renewed policies is variable consideration

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

renews the policy).

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

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

Company’s licensed insurance brokers to provide agency services.

The commissions from insurance providers are recorded on a gross

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

The Company also offers the sale solicitation

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

pursuant to the service contracts.

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

is signed and executed.

The Company provides asset management services

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

Recurring 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.

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.

(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

1 unchanged sentence

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

of calculating recurring service fees, revenue is calculated on a daily basis over the contract term, quarterly billed and recognized.

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

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

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

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

and recognized.

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

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

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

Interest Income:

The Company offers money lending services from

loan origination in form of mortgage and personal loans.

Interest income is recognized monthly in accordance with their contractual terms

and recorded as interest income in the unaudited 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

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.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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

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

statement of operations.

The Company does not charge prepayment penalties from its customers.

Interest income on mortgage and personal

loans is recognized as it accrued using the effective interest method.

Accrual of interest income on mortgage loans is suspended at the

earlier of the time at which collection of an account becomes doubtful or the account becomes 180 days delinquent.

Disaggregation

1 unchanged sentence

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

The following table presents the revenue streams by segments,

with the presentation revenue categories presented on the unaudited condensed consolidated statements of operations for the periods indicated:

For the three months ended March 31, 2023

Distribution Business

Platform Business

Insurance brokerage service

Asset management service

Money lending service

Real estate agency service

Interest income:-

Non-interest income:-

Recurring service fees

For the three months ended March 31, 2022

Distribution Business

Platform Business

Insurance brokerage service

Asset management service

Money lending service

Real estate agency service

Interest income:-

Non-interest income:-

Recurring service fees

● Rental Income

Rental income represents monthly rental received

from the Company’s tenants.

The Company recognizes rental income on a straight-line basis over the lease term in accordance with

the lease agreement.

The following table presents the revenue streams disaggregated

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

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 three months ended

By geography:

United States

For the six months ended

By geography:

United States

● Comprehensive Loss

1 unchanged sentence

standards for reporting and display of comprehensive income, its components and accumulated balances.

Comprehensive income as defined

Comprehensive (loss) income as defined

includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive income, as presented in the accompanying

statement of shareholder’s equity, consists of changes in unrealized gains and losses on foreign currency translation.

This comprehensive

income is not included in the computation of income tax expense or benefit.

Accumulated other comprehensive (loss) income, as presented in

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

gains and losses on foreign currency translation.

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

● Income Taxes

7 unchanged sentences

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

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

ASC Topic 740 prescribes a comprehensive model

6 unchanged sentences

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

For the three months ended March 31, 2023 and

2022, the Company did not have any interest and penalties associated with tax positions.

As of March 31, 2023 and December 31, 2022, the

Company did not have any significant unrecognized uncertain tax positions.

For the three and six months ended June 30,

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.

The Company is subject to tax in local and foreign

1 unchanged sentence

As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax

● Share-Based Compensation

The Company accounts for share-based compensation

● Stock-Based Compensation

The Company accounts for stock-based compensation

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

The Company grants share awards,

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

Share-based compensation expense for share awards is measured

including common stock and restricted share units, to eligible participants.

Stock-based compensation expense for share awards is measured

at fair value on the grant date.

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

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

compensation expense is recognized over the awards requisite service period.

For awards with graded vesting that are subject only to a

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

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

compensation expense is recognized over the requisite service period for time-vesting awards and, for awards with a performance condition,

over the requisite service period if the performance condition is probable of achievement.

For awards with graded vesting that are subject

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

● Net Loss Per Share

The Company computes earnings per share (“EPS”)

in accordance with ASC Topic 260, Earnings per Share (“ASC Topic 260”).

ASC Topic 260 requires companies to present

basic and diluted EPS.

Basic EPS is measured as net (loss) income divided by the weighted average ordinary share outstanding for the period.

Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options

and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.

Potential ordinary

shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the

calculation of diluted EPS.

● Segment Reporting

ASC Topic 280, Segment Reporting , establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure

as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s

business segments.

The Company uses the management approach to determine

reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s chief

operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

The Company’s

CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance

of the Company.

Based on management’s assessment, the Company determined that it has the following operating segments:

Scope of Service

Business Activities

Distribution Business

Insurance Brokerage

- Facilitating the placement of insurance to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from insurance companies.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

Platform Business

- Asset Management Business

- Providing access to financial products and services to licensed brokers.

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

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

- Providing training resources and materials.

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

- Money Lending Service

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

- Real Estate Agency Service

- Solicitation of real estate sales for the developers, in exchange for commissions.

Fintech Business

Investment Holding

Managing an ensemble of fintech investments.

Healthcare Business

Investment Holding

Managing an ensemble of healthcare-related investments.

All of the Company’s

revenues were generated in Hong Kong.

In accordance with ASC 260, Earnings Per Share ,

basic net earnings (loss) per share is computed by dividing net income (loss) attributable to ordinary stockholders by the weighted average

number of unrestricted common stock outstanding during the period using the two-class method.

Under the two-class method, net income (loss)

is allocated between common stock and other participating securities based on dividends declared (or accumulated) and participating rights

in undistributed earnings as if all the earnings for the reporting period had been distributed.

The Company’s holdback shares are

participating securities because they are entitled to non-forfeitable dividends.

Basic loss per common stock is computed by dividing

net loss by the weighted-average number of common stock outstanding during the period.

Diluted loss per share is computed by dividing

net loss by the sum of the weighted average number of common stock outstanding and of potential dilutive securities (e.g., convertible

securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.

Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded

from the calculation of diluted loss per share.

Under ASU 2016-02, Leases (Topic 842) (“Topic

842”), leases are categorized as operating or financing lease at inception.

Lease assets represent the right to use an underlying

asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

Lease terms include

options to renew or terminate the lease when it is reasonably certain that the Company will exercise such options.

The Company has recognized

right of use (“ROU”) assets and corresponding lease liabilities on the Company’s condensed consolidated balance sheets

for its operating lease agreements with contractual terms greater than 12 months.

Lease liabilities are based on the present value of

remaining lease payments over the lease term.

As the discount rate implied in the Company’s leases is not readily determinable,

the present value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest rate

on a collateralized basis with similar terms.

Some of the Company’s lease agreements contain

lease and non-lease components.

Non-lease components primarily include payments for maintenance and utilities.

The Company has elected

the practical expedient to combine fixed payments for non-lease components with lease payments and account for them together as a single

lease component which increases the amount of ROU assets and lease liabilities.

Leases with a term of twelve months or less upon

the commencement date are considered short-term leases, are not included on the condensed consolidated balance sheets and are expensed

on a straight-line basis over the lease term.

● Related Parties

The Company follows ASC Topic 850-10, Related

Party (“ASC 850”) for the identification of related parties and disclosure of related party transactions.

Pursuant to ASC 850, the related parties include:

The Company follows the ASC Topic 850-10, Related

Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20, the related parties

a) affiliates of the Company;

b) entities for which investments in their equity securities would be required, absent the election of the

fair value option under the Fair Value Option Subsection of ASC Topic 825–10–15, to be accounted for by the equity method

b) entities for which investments in their equity securities would be required, absent the election

of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method

by the investing entity;

18 unchanged sentences

b) a description of the

transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements

are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements;

c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change

in the method of establishing the terms from that used in the preceding period;

and d) amount due from or to related parties as of the

date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements

of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the

financial statements;

c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and

the effects of any change in the method of establishing the terms from that used in the preceding period;

and d) amount due from or to

related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

● Commitments and Contingencies

The Company follows ASC Topic 450-20, Commitments

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.

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

17 unchanged sentences

fair value as follows:

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

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

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

Black-Scholes Option-Pricing model) for which all significant inputs are observable

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

Where applicable,

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

Inputs are generally

unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset

or liability.

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

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

observable inputs;

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

would use in pricing the asset or liability.

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

pricing models and discounted cash flow models.

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, deposit, prepayments and other receivables, amount due to

shareholder, accounts payable and accrued liabilities and escrow liabilities approximate at their fair values because of the short-term

nature of these financial instruments.

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

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

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

Management believes, based on the current market

prices or interest rates for similar debt instruments, the fair value of loans receivables and notes receivables approximate the carrying

They are accounted at amortised cost, subject to impairment testing.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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

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

The Company measures warrant liabilities, certain

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

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 March 31, 2023 and December

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

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

Quoted prices in

active markets

Significant other

1 unchanged sentence

Marketable equity securities

Non-marketable equity securities

Forward share purchase liability

Warrant liabilities

Quoted prices in

active markets

Significant other

Convertible debts for which the fair

value option has been elected (a)

Marketable equity securities

Non-marketable equity securities

Forward share purchase liability

Warrant liabilities

Fair value estimates are made at a specific point

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

These estimates are subjective in nature and involve uncertainties

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

Changes in assumptions could significantly affect

the estimates.

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:

Valuation method

Binomial Tree Model

Conversion price

Fair value of conversion units

Expected term (years)

Discount rate

Risk free rate

● Recently Issued Accounting Pronouncements

the three months ended March 31, 2023, the Company adopted ASC Topic 326 “ Credit Losses – Measurement of Credit Losses

on Financial Instruments ” (ASC Topic 326) for the first time.

The adoption of this standard did not have a material impact

on the unaudited condensed consolidated financial statements.

For further details, please refer to Note 6, 7 and 8.

there were no new standards or updates during the three months ended March 31, 2023 that had a material impact on the unaudited condensed

From time to time, new accounting pronouncements

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

as of the specified effective date.

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

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

In November 2024, the FASB issued ASU 2024-03,

Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of

Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases

of inventory, employee compensation, depreciation, amortization and selling expenses.

The amendments are effective for fiscal years beginning

after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted and

the amendments may be applied either prospectively or retrospectively.

Management is currently evaluating this ASU to determine its impact

on the Company’s disclosures.

In January 2025, the FASB issued ASU 2025-01 Income

Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40).

The FASB issued ASU 2024-03

on November 4, 2024.

ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning

after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Following the issuance of ASU 2024-03, the FASB

was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred

to as non-calendar year-end entities).

Because of how the effective date guidance was written, a non-calendar year-end entity may have

concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather

than in an annual reporting period.

The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business

entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and

interim reporting periods within annual reporting periods beginning after December 15, 2027.

Management is currently evaluating this ASU

to determine its impact on the Company’s disclosures.

In July 2025, the FASB issued 2025-05 to improve

the measurement of credit losses for accounts receivable and contract assets.

The guidance provides a practical expedient for all entities

to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the assets.

The update aims

to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.

Management is currently evaluating the impact that the adoption

of this update may have on its financial statements.

In September 2025, the FASB issued ASU No.

2025-06, 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.

Early adoption is permitted.

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.

The provisions related to Topic 606 are not applicable.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

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.

Early adoption is permitted.

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

to clarify, correct errors, and improve the overall usability of GAAP.

The improvements consist of narrow-scope amendments, technical

corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements.

ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026.

Early adoption is permitted.

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

Except for the above-mentioned pronouncements,

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

of operations and comprehensive loss and cash flows.

LIQUIDITY AND GOING CONCERN

2 unchanged sentences

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

For the three months ended March 31, 2023,

the Company reported $ 12,072,610 net loss and $ 10,196,863 net cash outflows from operating activities.

As of March 31, 2023, the Company

had an accumulated deficit of $ 28,467,743 and cash and cash equivalents of $ 3,653,778 .

The ability to continue as a going concern is dependent on the Company’s

ability to successfully implement its plans.

The Company believes that it will be able to continue to grow the Company’s revenue

base and control expenditures.

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

potential funding alternatives that may be needed in order to finance the Company’s business development activities, general and

administrative expenses and growth strategy.

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

There is no assurance that the Company will be successful with its fundraising initiatives.

The unaudited condensed consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

Without realization of additional capital, there

is substantial doubt about the Company can continue as a going concern.

However, the Company has obtained adequate and continuing financial

support from its major shareholder to meet its debts as they fall due and sustain the operation through the next 12 months from the date

that these unaudited condensed consolidated financial statements were made available to issue.

They do not include any adjustments that might

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.

As of the date of issuance of these unaudited

condensed consolidated financial statements, the Company has not repaid certain short-term loans, TFI Note, exchangeable note and convertible

promissory note all of which are past due and considered in default.

The Company has determined that the prevailing

conditions and ongoing liquidity risks encountered by the Company raise substantial doubt about the ability to continue as a going concern

for at least one year following the date these 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.

SEGMENT INFORMATION

By assessing the qualitative and quantitative

criteria established by ASC Topic 280, “Segment Reporting” , management has determined that the Company has four reportable

segments, which include the Company’s social media, sports streaming, sports content, and financial services segments.

The Company’s

reportable segments reflect how the Company’s operations are managed, how the Company’s Chief Executive Officer , who is the

Chief Operating Decision Maker (“CODM”), allocates resources and evaluates performance, and how the Company’s internal

financial reporting is structured.

For the three 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

Sports streaming

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

Financial services

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

The Company’s reportable segments are strategic

business units that offer different products and services.

They are managed separately because each business unit requires different technology

and marketing strategies.

The following tables present the summary information

by segment for the three months ended 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

Loans interest income

Recurring asset management service fees

Advertising revenue

Subscription fees and paid-per-view

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

Total operating expenses

Other income (expense)

Interest income

Interest expense

Foreign exchange gain (loss), net

Bad debts written-off

Total other income (expense), net

Income tax expense

Net income (loss)

Six 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

Investment loss, net

Change in fair value of warrant liabilities

Total other expense, net

Income tax expense

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

Long-term investments, net

As of December 31, 2024

Long-term investments, net

The Company’s major customers and operations

are based in Hong Kong and the United States.

RESTRICTED CASH

As of March 31, 2023 and December 31, 2022, the

Company had $ 45.0 million and $ 44.8 million of restricted cash, respectively, of which (i) $ 29.5 million (2022:

$ 29.5 million) was held

in certain bank accounts on behalf of the Company’s customers and (ii) $ 15.5 million (2022:

$ 15.3 million) was held in an escrow

account in connection with the Meteora Backstop Agreement.

For the funds held on behalf of the customers,

the Company is acted as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain

contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio.

Upon receiving

escrow funds, the Company records a corresponding escrow liability.

Pursuant to the Meteora Backstop Agreement, the

fund held in the escrow account for the forward share purchase is restricted to the Company for the nine months following the consummation

of the Business Combination in November 2022, unless the investors sells the shares in the market or redeems the shares.

Notwithstanding

the sale of shares by the investors, the restricted cash will be used to settle any of the Company’s repurchase obligations.

6 － ACCOUNTS RECEIVABLE, NET

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

the Company has approximately $ 12.0 million and $ 14.2 million fund held in escrow, respectively.

Fund held in escrow primarily comprised

of escrow funds held in bank accounts on behalf of the Company’s customers.

The Company is currently acted as a custodian to manage

the assets and investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does

not have the right to use for any purposes, other than managing the portfolio.

Upon receiving escrow funds, the Company records a corresponding

escrow liability.

NOTE 6 — ACCOUNTS RECEIVABLE, NET

Accounts receivable,

2 unchanged sentences

Accounts receivable – related parties

allowance for doubtful accounts

allowance for expected credit losses

Accounts receivable, net

The accounts receivable due from related parties

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

The amount is unsecured, interest-free, mutually agreed.

The Company generally conducts its business with

creditworthy third parties.

The Company determines, on a quarterly basis, the probable losses and an allowance for credit losses determined

in accordance with the CECL model, based on historical losses, current economic conditions, forecasted future economic and market considerations,

and in some cases, evaluating specific customer accounts for risk of loss.

Accounts receivable are written off after exhaustive collection

efforts occur and the receivable is deemed uncollectible.

In addition, receivable balances are monitored on an ongoing basis and its exposure

to bad debts is not significant.

For the three months ended March 31, 2023 and

2022, the estimated credit losses to accounts receivable were minimal.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

7 － LOANS RECEIVABLES

The Company’s

loans receivables portfolio was as follows:-

Mortgage loans

Reclassifying as:

The Company generally conducts its business

with creditworthy third parties.

The Company determines, on a quarterly basis, the probable losses and an allowance for expected credit

losses determined in accordance with the CECL model, based on historical losses, current economic conditions, forecasted future economic

and market considerations, and in some cases, evaluating specific customer accounts for risk of loss.

Accounts receivable are written

off after exhaustive collection efforts occur and the receivable is deemed uncollectible.

In addition, receivable balances are monitored

on an ongoing basis and its exposure to 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.

NOTE 7 — LOANS AND NOTES RECEIVABLE,

Loans Receivables, net

The Company’s loans receivable, net was

Residential mortgage loans

allowance for expected credit losses

Loans receivable, net

Classifying as:

Current portion

Non-current portion

Loans receivables, net

The interest rates on loans issued ranged between

9.00 % and 10.00 % per annum for the three months ended March 31, 2023 and 2022.

Mortgage loans and secured by collateral in the pledge

of the underlying real estate properties owned by the borrowers.

Mortgage loans are made to either business or

individual customers in Hong Kong for a period of 3 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, 2023 and December 31, 2022.

Estimated allowance for credit losses is determined

on quarterly basis, in accordance with the CECL model, for general credit risk of the overall portfolio, which is relied on an assessment

of specific evidence indicating doubtful collection, historical loss experience, loan balance aging and prevailing economic conditions.

If there is an unexpected deterioration of a customer’s financial condition or an unexpected change in economic conditions, including

macroeconomic events, the Company will assess the need to adjust the allowance for credit losses.

Any such resulting adjustments would

affect earnings in the period that adjustments are made.

For the three months ended March 31, 2023 and

2022, there were minimal estimated credit losses for loans.

8 － NOTES RECEIVABLES

Loans receivable, net

The interest rates on loans issued ranged

between 10.00 % and 10.50 % (2024:

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

Mortgage loans are secured

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

As of June 30, 2025, the net carrying amount

of the loans receivable was approximately $ 0.6 million which included an interest receivable of approximately $ 0.07 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

Estimated allowance for expected credit losses

is determined on quarterly basis, in accordance with the CECL model, for general credit risk of the overall portfolio, which is relied

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

If there is an unexpected deterioration of a customer’s financial condition or an unexpected change in economic conditions,

including macroeconomic events, the Company will assess the need to adjust the allowance for expected credit losses.

Any such resulting

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

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

On February 24, 2023, the Company entered into

a Subscription Agreement and a Convertible Loan Note Instrument (the “Note”) (collectively the “Agreements”) with

Investment A.

Pursuant to the Agreements, the Company agrees to subscribe an aggregate amount of $ 1,673,525 notes, in batches, which are

payable on or before January 31, 2024 and bears a fixed interest rate of 8 % per annum.

The maturity of the notes receivables is on April

As of March 31, 2023, the carrying amount of the

notes receivables was $ 588,858 .

In accordance to ASC Topic 326, the Company accounts

for its allowance for credit losses on note receivable using the CECL model.

Periodic changes to the allowance for credit losses are recognized

in the condensed consolidated statements of operations.

For the three months ended March 31, 2023, there were minimal estimated credit

losses to notes receivables.

a subscription agreement and a convertible loan note instrument (collectively the “Agreements”) with Investment A.

to the Agreements, the Company agrees to subscribe an aggregate amount of approximately $ 1.7 million notes, in batches, which are payable

on or before January 31, 2024 and bears a fixed interest rate of 8 % per annum.

The Company sold all its convertible loan notes on Investment

A to an independent third party on April 30, 2024 for a consideration of approximately $ 0.4 million.

In accordance with ASC Topic 326, the Company

accounts for its allowance for expected credit losses on notes receivable using the CECL model.

Periodic changes to the allowance for

expected credit losses are recognized in the 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.

8 — PROPERTY AND EQUIPMENT, NET

and equipment, net consisted of the following:

Furniture, fixtures and equipment

Computer equipment

Motor vehicles

accumulated depreciation

and impairment

Property and equipment, net

9 — LONG-TERM INVESTMENTS, NET

Long-term investments consisted of the following:

Ownership interest

Long-term investments, net consisted of the following:

Marketable equity securities:

Non-marketable equity securities:

Investment E, related party

Net carrying value

* Less than 0.001%

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

in Marketable Equity Securities

Investments in Marketable Equity Securities

Investments in equity securities, such as, marketable

securities, are accounted for at its current market value with the changes in fair value recognized in net loss.

Investment C was listed

and publicly traded on Nasdaq Stock Exchange.

During the three months ended March 31, 2023,

the Company sold 993,108 shares of Investment C at the average market price of $ 4.01 per share, resulting with a realized gain of $ 1,541,736 .

As of March 31, 2023 and December 31, 2022, Investment

C was recorded at fair value of $ 425 and $ 2,443,593 , which were traded at a closing price of $ 6.54 and $ 2.46 per share, respectively.

in Non-Marketable Equity Securities

securities, are accounted for at its current market value with the changes in fair value recognized in net gain (loss).

Investment C was

listed and publicly traded on Nasdaq Stock Exchange.

Investments in Non-Marketable Equity Securities

Investments in non-marketable equity securities

consist of investments in limited liability companies in which the Company’s interests are deemed minor and long-term, strategic

investments in companies that are in various stages of development, and investments in a close-ended partnership funds which concentrated

in the healthcare sector.

These investments do not have readily determinable fair values and, therefore, are reported at cost, minus impairment,

if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment

of the same issuer.

investments in companies that are in various stages of development.

These investments do not have readily determinable fair values and,

therefore, are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions

for the identical or similar investment of the same issuer.

Management assesses each of these investments

2 unchanged sentences

subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage.

When an impairment

exists, the investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense),

is not required to determine the fair value of these investments unless impairment indicators existed.

When an impairment exists, the

investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense), net.

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

The following table presents the changes in fair

value of non-market equity securities which are measured using Level 3 inputs at March 31, 2023 and December 31, 2022:

The following table presents the movement

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

Balance at beginning of period/year

Downward adjustments

( 6,898,549 )

Upward adjustments

Foreign exchange adjustment

( 2,373,929 )

Balance at end of period/year

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

Cumulative unrealized gains and losses, included

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

Downward adjustments (including impairment)

$ ( 27,682,252 )

$ ( 27,254,600 )

Upward adjustments

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

Investment income is recorded as other income

and consisted of the following:

For the three months ended March 31,

Marketable equity securities:

Unrealized gain from the changes in fair value – Investment C

Realized gain from sale of Investment C

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

For the three months ended

Non-marketable equity securities:

Unrealized losses (including impairment) – Investment F

Dividend income

Investment income, net

10 － BORROWINGS

Mortgage borrowings

In September 2022, the Company obtained a mortgage

loan from a finance company in Hong Kong, which bears interest at a fixed rate of 10.85 % per annum, is repayable in September 2023.

In February 2023, the Company obtained another

mortgage loan from another finance company in Hong Kong, which bears an average interest rate at 13.75 % per annum, is repayable in February

As of March 31, 2023, the mortgage loans are secured by the office

premises of the Company, located in Hong Kong, with the aggregate carrying amount of $ 7.1 million (December 31, 2022:

Unrealized gain (including impairment)

– Investment B

Investment loss, net

For the six months ended

Non-marketable equity securities:

Unrealized losses (including

impairment) – Investment B

Investment loss, net

NOTE 10 — BORROWINGS

The borrowings

consisted of the followings:

Mortgage borrowings (a)

Short-term loans (b)

Short-term loans, related parties (c)

Factoring loan (d)

(a) Mortgage Borrowings

In February 2023, the Company obtained a mortgage

loan of approximately $ 1.8 million (equivalent to HK$ 14.0 million) from a finance company in Hong Kong, which bears an average interest

rate at 13.75 % per annum and becomes repayable in February 2024.

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

On October 31, 2024, the Company entered into

a preliminary sales and purchase agreement with an independent third party to sell the office premises with a cash consideration of approximately

$ 1.6 million.

11 － FORWARD SHARE PURCHASE LIABILITY

The forward share purchase liability (“FSP

liability”) under the Meteora Backstop Agreement is valued by an independent valuer using a Black-Scholes model, which is considered

to be Level 3 fair value measurement.

The following table presents a summary of the changes in fair value of the FSP liability, a Level

3 liability, measured on a recurring basis .

Fair value of FSP liability as of December 31, 2022

Change in fair value

Fair value of FSP liability as of March 31, 2023

For the three months ended March 31, 2023, the

change in fair value of FSP liability was $ 82,182 .

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

The following table presents the quantitative

information regarding Level 3 fair value measurements of the FSP liability.

Risk-free interest rate

Exercise price

12 － WARRANT LIABILITIES

The private warrants are accounted for as liabilities

in accordance with ASC 480 and are presented as liabilities on the unaudited condensed consolidated balance sheets.

As of March 31, 2023

and December 31, 2022, there were 225,000 private warrants outstanding.

The fair values of the private warrants are valued

by an independent valuer using a Binominal pricing model.

The warrants were classified as Level 3 due to the use of unobservable inputs.

The key inputs into the Binominal pricing model

were as follows at their measurement dates:

Risk-free interest rate

Exercise price

Warrant remaining life

As of March 31, 2023 and December 31, 2022, the

aggregate value of the private warrants was $ 3,868 and $ 4,548 , respectively.

The changes in fair value for the three months ended March

31, 2023 was $ 680 .

13 － SHAREHOLDERS’ EQUITY

As of March 31, 2023 and December 31, 2022, the

Company has authorized share of 200,000,000 ordinary shares with a par value $ 0.001 .

On March 2, 2023, pursuant to the Share Award

Scheme, the Company issued 1,200,000 ordinary shares to a consultant to compensate the services rendered.

On March 21, 2023, the Company issued 2,173,913

ordinary shares to Apex Twinkle Limited as the consideration to partially settle the finder fee payable.

As of March 31, 2023 and December 31, 2022, there

were 61,750,898 and 58,376,985 ordinary shares issued and outstanding, respectively and 1,665,000 ordinary shares to be issued under the

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

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

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.

On November 27, 2024, the Company also obtained

a short-term loan of approximately $ 0.6 million from an independent third party in Hong Kong with a fixed interest rate of 6 % per annum,

repayable on December 31, 2024.

The loan is unsecured and the fixed interest rate will increase to 15 % per annum if there is any default

on repayment.

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

the aggregate outstanding principal and accrued interest was approximately $ 11.5 million and $ 11.6 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.

In September 2023, the Company obtained short-term

loans of approximately $ 5.0 million from Giant Wisdom Ventures Limited, a company controlled by major stockholder of the Company, which

bears interest at a fixed rate of 12 % per annum, repayable in October 2023.

The borrowing is secured by a lien on the partial equity interest

in Investment D owned by the Company.

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, which includes the borrowing entered with De Silva 2000 Living Trust for a principal

of approximately $ 0.2 million with a fixed interest rate of 1.85 % per annum.

In October 2024, the Company entered a loan

facility agreement with one of its stockholders, TAG Holding Limited for borrowings up to $ 30.0 million.

The loan is unsecured, repayable

on demand and bears interest at a fixed rate of 6 % per annum.

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.

In November and December 2024, the Company

obtained aggregate short-term loans of approximately $ 0.5 million from the Company’s Chief Operating Officer (“COO”)

with a fixed interest rate of 6 % per annum, repayable on December 31, 2024.

The loans are unsecured and the fixed interest rate will

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

During the six months ended June 30, 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)).

On March 21, 2025, the Company entered into

short-term loan agreements with Giant Wisdom Ventures Limited for aggregate principal of $ 15.5 million with a fixed interest rate of

8 % per annum and repayable in June and July 2025.

The loans are guaranteed by Triller Hold Co LLC and secured by a pledge of 1,400,000

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

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp.’s subsidiary, Flipps Media Inc.

(“Flipps”), which included certain

sale of future receipts agreements (the “Agreements”) entered with certain third-party financing companies in October 2024.

Pursuant to the Agreements, Flipps sold its future receipts of approximately $ 0.6 million for a principal amount of approximately $ 0.4

Flipps recorded a debt discount of approximately $ 0.03 million for the loan origination fees.

The debt discount was amortized

over the term of the loans with a range of four to twelve-month periods.

The agreed weekly payment was approximately $ 0.03 million.

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

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

NOTE 11 — CONVERTIBLE DEBTS, NET

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, which includes convertible notes issued to Total Formation Inc.

stockholder of the Company, with a total principal balance of approximately $ 35.3 million and fair value of approximately $ 46.3 million

(the “TFI Note”) as of the Acquisition Date.

The TFI Note bears 15 % annual interest and payable on demand by TFI at any time

on or after August 1, 2024.

The Company may prepay any amount owed under the note in whole or in part at any time without penalty or premium,

plus unpaid accrued interest as of the date of such repayment.

In the event that the Company fails to pay any amount due under this note

when due or if the Company commences any case, proceeding, or other action relating to bankruptcy, insolvency, or reorganization, these

events will constitute an event of default.

An event of default will result in TFI having the option, by written notice to the Company,

to declare the entire principal amount, together with all accrued but unpaid interest, payable immediately.

If any amount payable under

this TFI Note is not paid when due, such overdue amount shall bear interest at the default rate of 16 % from the date of such non-payment until

such amount is paid in full.

As of 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 the date of issuance of these unaudited

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

Exchangeable Note

On October 16, 2024, the Company issued an

exchangeable note of approximately $ 5.4 million to Giant Wisdom Ventures Limited which bears interest at a fixed rate of 15 % per annum

and mature on January 16, 2025.

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

As of 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

On April 25, 2024, the Company entered into an

amended and restated standby equity purchase agreement (the “First A&R SEPA”) with YA II PN, LTD, a Cayman Islands exempt

limited partnership (“Yorkville”), and Triller Corp.

In connection with the A&R SEPA, Yorkville

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

(the “First Pre-Paid Advance”).

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

The maturity date is 12 months after its issuance date.

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

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

Pursuant to the Second A&R SEPA,

Yorkville provides to the Company financing in the principal amount of $ 25 million (the “Second Pre-Paid Advance”) in the

form of an additional convertible promissory note, subject to the same terms in interest charge and maturity under the First Pre-Paid

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

Yorkville may convert the First Pre-Paid Advance

and Second Pre-Paid Advance into the common shares at any time after the Merger at a fixed conversion price equal to (i) the principal

amount and interests, divided by (ii) the determination of the lower of (a) 100 % of the volume weighted average price (“VWAP”)

during the ten trading days preceding the closing date of the Merger (the “Fixed Price”), or (b) 92.5 % of the lowest daily

VWAP during the 10 consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable

Price”), provided that the Variable Price shall not be lower than the Floor Price.

The “Floor Price”, solely with respect

to the Variable Price, shall be equal to (i) a price equal to 40 % of the average of the VWAPs during the ten ( 10 ) trading days immediately

preceding the closing date of the Merger, and (ii) from and after the date of effectiveness of the initial registration statement, 40 %

of the VWAP of the trading day immediately prior to the date of effectiveness of the initial registration statement, if such price is

lower than the price in part (i) of this sentence.

On July 2, 2024, the Company received approximately

$ 23.35 million, net of approximately $ 0.15 million legal and professional fee as direct issuance costs incurred in arranging the Second

A&R SEPA, from Yorkville.

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,

the Company issued convertible promissory notes in an aggregate of approximately $ 35.4 million and $ 32.6 million to Yorkville, respectively.

Common Warrants to Yorkville

Also, pursuant to the First A&R SEPA and

Second A&R SEPA, the Company issued a warrant (the “Common Warrant”) to Yorkville to purchase up to a number of shares

of common stock of the Company equal to 25 % of the principal amount of the aggregated pre-paid advances divided by a price equal to the

Fixed Price, each such Common Warrant with an exercise price equal to the Fixed Price.

On June 28, 2024, the Company issued 1,431,561

common warrants to Yorkville at a fixed exercise price of $ 5.85 per share (see Note 12).

The Company analyzed the conversion feature of

the agreement for derivative accounting consideration under ASC 815 and determined that the embedded conversion features should be classified

as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate.

The Company has determined

that the conversion feature is not considered to be solely indexed to the Company’s own shares and is therefore not afforded equity

The Company recorded amortization of debt

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

On November 26, 2024, Yorkville initiated

litigation against Triller, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings Limited (“Defendants”) by filing

a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the “Motion”), seeking a judgment finding

Defendants liable for all amounts allegedly owed under the convertible promissory note, including interest, plus costs, legal fees, and

expenses incurred by Yorkville (see Note 17).

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

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

NOTE 12 — WARRANTS

In connection with the merger transaction

completed on October 15, 2024, the exercise prices for, and the shares underlying, all previously outstanding public warrants (“AGBA

Public Warrants”), Class A warrants (“AGBA Class A Warrants”), and common warrants (“AGBA Common Warrants”)

(collectively, “AGBA Warrants”) issued by AGBA were adjusted in accordance with the terms of such warrant instruments to

reflect the previously announced and implemented 1.9365-to-1 Forward Split and 1-for-4 Reverse Split.

An equitable adjustment with a

combined ratio of 0.5:1 applied to the number of AGBA Ordinary Shares issuable on the exercise of each AGBA Warrants and the warrant

Upon the closing, all warrants issued by AGBA and Triller Corp.

were assigned to and assumed by Triller Group (“Triller

Group Warrants”).

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

SPAC Private Warrant became one Triller Group Warrant which entitles the holder thereof to purchase 0.25 shares of Triller Group Common

Stock at an adjusted exercise price of $ 23.00 per whole share (provided, however, warrants are not exercisable for fractional shares,

only whole shares;

thereby a warrant holder would need to hold four warrants to yield one share).

Each AGBA Class A Warrant and each

AGBA Common Warrant became one Triller Group Warrant which entitles the holder thereof to purchase 0.5 shares of Triller Group Common

Stock at an adjusted exercise price of two times of the original exercise price per whole share (provided, however, warrants are not

exercisable for fractional shares, only whole shares;

thereby a warrant holder would need to hold two warrants to yield one share).

Public Warrants started trading on a post-adjustment basis as Triller Group Warrants on October 16, 2024 under the new ticker symbol

All the warrants and their exercise prices are retroactively restated in effect to the forward stock split and reverse

stock split (see Note 14).

The Company has issued different classes of warrants,

Equity Classified Warrants

Public Warrants

Each public warrant entitles the holder thereof

to purchase one-half (1/2) of one ordinary share at a price of $ 11.50 per full share, subject to adjustment as discussed herein.

became exercisable 90 days after the Closing of the Business Combination and will expire five years after the Closing of the Business

Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Pursuant to the warrant agreement, a warrant

holder may exercise its warrants only for a whole number of shares.

This means that only an even number of warrants may be exercised at

any given time by a warrant holder.

to purchase one-quarter (1/4) of one share of common stock at a price of $ 23.00 per full share, subject to adjustment as discussed herein.

Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of shares.

This means that only

an even number of warrants may be exercised at any given time by a warrant holder.

Once the warrants become exercisable, the Company

3 unchanged sentences

● at a price of $ 0.01 per warrant;

● upon a minimum of 30 days’

prior written notice of redemption,

● if, and only if, the last sales

price of the ordinary shares 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 ordinary shares 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.

● upon a minimum of 30 days’ prior written notice of redemption,

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

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

If the Company calls the warrants for redemption

1 unchanged sentence

on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that

number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants,

number of common stock equal to the quotient obtained by dividing (x) the product of the number of common stock underlying the warrants,

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

the fair market value.

The “fair market value” shall mean the average reported last sale price of the ordinary shares for

the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

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

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

The “fair market value” shall mean the average reported last sale price of the common stock for the

10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

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

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

cash needs at such time and concerns regarding dilutive share issuances.

The private warrants are identical to the public

warrants, except that the private warrants and the ordinary shares issuable upon the exercise of the private warrants were not transferable,

assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions.

Additionally, the

private warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers

or their permitted transferees.

If the private warrants are held by someone other than the initial purchasers or their permitted transferees,

the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The private warrants are accounted as liabilities,

remeasured to fair value on a recurring basis, with changes in fair value recorded to the condensed consolidated statements of operations

(see Note 12).

As of March 31, 2023 and December 31, 2022, there

were 4,600,000 public warrants and 225,000 private warrants outstanding.

On February 24, 2023, pursuant to the Share Award

Scheme, the Company registered 11,675,397 ordinary shares to be issued.

The fair value of the ordinary shares granted

under the scheme is measured based on the closing price of the Company’s ordinary shares as reported by Nasdaq Exchange on the date

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

For those vested immediately on the date of grant,

the fair value is recognized as share-based compensation expense in the consolidated statements of operations.

During the three months

ended March 31, 2023, the Company recorded $ 2,587,800 share-based compensation expense, which is included in the operating expenses in

the unaudited condensed consolidated statements of operations.

For the restricted share units (“RSUs”),

the fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

The valuations assume no dividends will be paid.

The 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

balance sheets without subsequent fair value re-measurement.

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

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

Replacement Warrants

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

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

Each replacement warrant entitles

the holder thereof to purchase one share of common stock at a price of $ 3.1946 per full share, subject to adjustment as discussed herein.

The replacement warrants may be exercised in full

or in part during the exercise period from the issue date to 2028.

The holders will have the option to exercise warrants on a “cashless

exercise.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares

equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the difference

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

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,

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

Liability Classified Warrants

Warrant - Class A

On May 2, 2024, the Company issued 3,557,932 shares

of common stock and the associated warrants to purchase up to 734,920 shares of common stock at a purchase price of $ 1.40 per share under

the private placement, to an institutional investor, a director, officers and employees of the Company.

The subscribers in private placement

will receive one Warrant – Class A for every five shares of common stock subscribed.

Each Warrant – 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,

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

$ 1.0 million and $ 1.0 million, respectively.

Common Warrants

On June 28, 2024, the Company issued 1,431,561

common warrants to Yorkville, in connection with the Second A&R SEPA (see Note 11).

Each common warrant entitles the holder to purchase

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

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

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

The Company has accounted for and presented Warrant

– Class A and Common Warrants as liabilities on the condensed consolidated balance sheets, in accordance with ASC 480.

value of the warrant liabilities is valued by an independent valuer using a Binominal pricing model.

The warrant liabilities were classified

as Level 3 due to the use of unobservable inputs.

The key inputs into the Binominal pricing model

were as follows at their measurement dates:

As of June 30, 2025

Risk-free interest rate

Exercise price

Warrant remaining life (years)

NOTE 13 — OPERATING LEASES

The Company has entered into a commercial operating

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

The lease has an original term exceeding 1 year, but not

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

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

to the operating lease was as follows:

December 31, 2024

Operating lease:

Right-of-use asset

accumulated amortization and impairment

Right-of-use asset, net

Lease liabilities:

Current lease liabilities

Non-current lease liabilities

Total lease liabilities

Operating lease expense for the three 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.

Other supplemental information about the Company’s

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

2025 December 31, 2024

Weighted average discount rate 5.25 % 5.25 %

Weighted average remaining lease term (years) 0.92 1.42

Maturities of operating lease liabilities as of

June 30, 2025 were as follows:

For the year ending June 30,

Operating lease

Total minimum lease payments

imputed interest

Total operating lease liabilities

14 — STOCKHOLDERS’ DEFICIT

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

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

On October 1, 2024, the Company effected a

1.9365-to-1 forward stock split (the “Forward Split”), resulting in an increase in the total number of authorized common

stocks from 1,500,000,000 to 2,904,753,145 , an increase in the outstanding ordinary shares from 97,736,035 shares to 189,265,804 shares

and a reduction of par value from $ 0.001 to $ 0.000516395 per share.

Further, on October 15, 2024, immediately

prior to the completion of the redomiciliation and merger transaction, the Company effected a 1-for-4 reverse stock split (the “Reverse

Split”), resulting in the proportional adjustments to the par value of the ordinary shares, the authorized number of ordinary shares,

and the number of outstanding ordinary shares.

Proportional adjustments were also made to all outstanding stock options, warrants, and

common warrants in accordance with their respective terms.

The Reverse Split did not change the par value of the Company’s common

stock or the authorized number of shares.

All fractional shares were rounded up to the nearest whole share with respect to outstanding

shares of common stock.

All share and warrant numbers and per share

amounts are retroactively presented in this Form 10-Q to reflect the impact of the Forward Split and the Reverse Split as if they had

taken effect on January 1, 2024.

During the six months ended June 30, 2025,

the Company issued 20,254,381 shares of common stock as follows:

(i) 2,043,962 shares of common stock for settlement of claims that relate to the affairs of Triller Corp.

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)).

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

(iv) 4,155,444 shares of common stock to a director, officers and employees of the Company to compensate for the contributions of their services and performance.

(v) 560,360 shares of common stock to the directors and officers for the settlement of the accrued salaries and salaries during the period.

(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.

To the date of the accompanying unaudited

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

The subsequent

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

Preferred Stock

The Company has authorized a total of 100,000,000

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

Of this amount the Company has authorized 50,000,000 shares and 50,000,000

shares to two classes of preferred stock, Series A-1 Preferred Stock and Series B Preferred Stock, respectively.

A description of each class of preferred stock

is listed below:

Series A-1 Preferred Stock

The Company designated up to 11,803,398 shares

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

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

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

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

In connection with the Merger Transaction, the

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

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

There were 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.

Series B Preferred Stock

The Company designated up to 35,000 shares of

Series B Preferred Stock, with a par value of $ 0.001 per share.

Each share of Series B Preferred Stock shall be entitled to 10,000 votes

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

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.

Preferred Stock To Be Issued

During the six months ended June 30, 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,

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

Common Stock To Be Issued

The Company has committed to issue common stocks

as compensation for services:

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

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 11,795,211 and 15,022,711 shares

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

Common Stock Held In Escrow

24,206,246 shares of common stock deposited into an escrow account in the name of the Company, acting as escrow agent, in connection

with the merger transaction completed on October 15, 2024.

During the six months ended June 30, 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

affairs of Triller Corp.

prior to the closing date of the merger transaction with common stock held in escrow.

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.

2023 Share Award Scheme

(the “Scheme”)

Pursuant to the Share Award Scheme, the Company

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

The fair value of the common stock granted

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

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.

Restricted Share Units

In December 2022, the Company approved and granted

2,420,625 shares of common stock as RSUs to employees and consultants as additional compensation under the Scheme.

These RSUs typically

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

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

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

The valuations assume no dividends

will be paid.

The Company has assumed 10 % forfeitures.

As of March 31, 2023, total unrecognized compensation

remaining to be recognized in future periods for RSUs totaled $ 9.8 million.

They are expected to be recognized over the weighted average

period of 2.7 years.

During the three months ended March 31, 2023, the Company recorded $ 1,317,600 share-based compensation expense, which

is included in the operating expenses in the unaudited condensed consolidated statements of operations.

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

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,

total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $ 2.8 million and $ 0.5 million,

respectively.

They are expected to be recognized over the weighted average period ranging from 0.89 to 1.08 years.

A summary of the activities for the Company’s

RSUs for the three months ended March 31, 2023 is as follow:

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

Outstanding, beginning of period/year

Outstanding, end of period/year

2024 Equity Incentive

Pursuant to the 2024 Equity Incentive Plan

(the “2024 Plan”), the Company filed S-8 registration statement to register 7,746,000 and 30,998,400 shares of common stock

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

The fair value of the common stock granted

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

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,

16,732,160 and 24,508,411 shares of common stock are available to issue under this plan.

NOTE 15 — INCOME TAX EXPENSE

The provision for income tax expense consisted

of the following:

For the three months ended

March 31, 2023

Number of RSUs

Weighted Average Grant Price

Outstanding, beginning of period

Outstanding, end of period

Forgiveness of Amount Due to Shareholder

During the three months ended March 31, 2023,

TAG agreed to forgive the Company $ 3 million, in aggregate, representing certain amount due to it and treat as additional paid-in capital.

NOTE 14 － OPERATING COST AND EXPENSES

Pursuant to the terms of respective contracts,

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

Commission rates vary by market due

to local practice, competition, and regulations.

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

the revenue recognition.

During the three months ended March 31, 2023 and

2022, the Company recorded $ 7,295,492 and $ 701,042 commission expenses, respectively.

Other General and Administrative Expenses

The Company incurred different types of expenditures

under other general and administrative expenses.

They primarily consist of depreciation of property and equipment, legal and professional

fees and management fee expenses which are allocated for certain corporate office expenses.

During the three months ended March 31, 2023 and

2022, the Company recorded $ 9,605,190 and $ 2,004,979 other general and administrative expenses, respectively.

15 － INCOME TAXES

The provision

for income taxes consisted of the following:

Three months ended

Income tax (benefit) expense

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

The Company’s

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

For the six months ended

Other than U.S.

Income tax expense

For the three months ended

For the six months ended

Income tax expense

The Company’s subsidiaries mainly operate

in Hong Kong and the U.S.

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

United States of America

The Company is formed in the State of Delaware,

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

British Virgin

The Company is incorporated in the British Virgin

Islands and is not subject to taxation.

In addition, upon payments of dividends by these entities to their shareholder, no British Virgin

Islands withholding tax will be imposed.

The Company’s subsidiaries are incorporated

in the British Virgin Islands and is not subject to taxation.

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

no British Virgin Islands withholding tax will be imposed.

The Company’s subsidiaries operating in

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

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

in Hong Kong during its tax year.

The following

table sets forth the significant components of the deferred tax liabilities and assets of the Company as of March 31, 2023 and December

Deferred tax liabilities:

Accelerated depreciation

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

Deferred tax assets, net:

1 unchanged sentence

valuation allowance

( 6,854,757 )

( 5,461,370 )

Deferred tax liabilities, net

As of March 31, 2023 and December 31, 2022, the

operations incurred $ 41.5 million and $ 33.1 million, respectively of cumulative net operating losses which can be carried forward to

offset future taxable income.

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

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

Each company within a corporate group is

taxed as a separate entity.

The Company has provided for a full valuation allowance against the deferred tax assets on the expected future

tax benefits from the net operating loss carryforwards as the management believes that it is more likely that not all of these assets

will be realized in the future.

The valuation allowance is reviewed annually.

Deferred tax assets, net:

As of June 30, 2025, the operations incurred

approximately $ 85.5 million of cumulative net operating losses, which can be carried forward to offset future taxable income.

Net operating

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

There are no group relief provisions for losses or

transfers of assets under Hong Kong tax regime.

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

The Company has

provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss

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

The valuation

allowance is reviewed annually.

tax positions

The Company evaluates the uncertain tax position

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

with the tax positions.

As of March 31, 2023 and December 31, 2022, the Company did not have any significant unrecognized uncertain tax

The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the three months

ended March 31, 2023 and 2022 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next

12 months from March 31, 2023.

16 － SEGMENT INFORMATION

ASC Topic 280, Segment Reporting , establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure

as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s

business segments.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

Currently, the Company has four business segments

comprised of the related products and services, as follows:

Scope of Business Activities

Distribution Business

Facilitating the placement of insurance to our customers, through licensed brokers, in exchange for initial and ongoing commissions received from insurance companies.

Platform Business

- Providing access to financial products and services to licensed brokers;

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

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

- Providing training resources and materials;

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

- Providing the lending services whereby the Company makes secured and/or unsecured loans to creditworthy customers;

- Solicitation of real estate sales for the developers, in exchange for commissions.

Fintech Business

Managing an ensemble of fintech investments.

Healthcare Business

Managing healthcare investments.

The four business segments were determined based

primarily on how the chief operating decision maker views and evaluates the operations.

Operating results are regularly reviewed by the

chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance.

Other factors,

including market separation and customer specific applications, go-to-market channels, products and services are considered in determining

the formation of these operating segments.

The following tables present the summary information

by segment for the three months ended March 31, 2023 and 2022:

For the three months ended March 31, 2023

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

Commission expense

Income (loss) from operations

( 11,186,637 )

( 3,849,608 )

( 14,583,808 )

Investment income, net

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

For the three months ended March 31, 2022

Distribution Business

Platform Business

Fintech Business

Healthcare Business

- Interest income

- Non-interest income

inter-segment

Commission expense

(Loss) income from operations

( 1,447,062 )

( 1,010,838 )

( 1,912,317 )

Investment income, net

$ 106,353,861

All of the Company’s

customers and operations are based in Hong Kong.

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

associated with the tax positions.

As of June 30, 2025 and December 31, 2024, the Company did not have any significant unrecognized uncertain

tax positions.

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.

16 — RELATED PARTY BALANCES AND TRANSACTIONS

The table below sets forth major related parties

of the Company and their relationships with the Company.

Name Relationship with the Company

JFA Capital Investment private funds controlled by the holding company of the Company

NSD Capital Investment private funds controlled by the holding company of the Company

TAG Holdings Limited Stockholder of the Company

TAG Financial Holdings Limited Company controlled by common stockholder of the Company

Convoy Financial Services Limited Company controlled by common stockholder of the Company

Convoy Global Holdings Limited Company controlled by common stockholder of the Company

Giant Wisdom Ventures Limited Company controlled by major stockholder of the Company

Atlas Merchant Capital LLC Company controlled by the former chairman of the Company

Wong Suet Fai Almond Chief Operating Officer of the Company

De Silva Trust Company controlled by director of subsidiaries of the Company

HCMPS Healthcare Holdings Limited Company with common director of the Company

Total Formation Inc.

Stockholder of the Company

In support of the Company’s efforts and

cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains

cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attain

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

There is no formal written commitment for continued support

by the shareholder.

by the stockholder.

Amounts represent advances or amounts paid in satisfaction of liabilities.

Related party balances

Related party balances consisted of the following:

Accounts receivable

Amount due to shareholder

(a) Accounts receivable due from related parties represented

the management service rendered to two individual close-ended investment private funds registered in the Cayman Islands, which is controlled

by the shareholder.

(b) Amount due to shareholder are those trade and nontrade payables arising

from transactions between the Company and the shareholder, such as advances made by the shareholder on behalf of the Company, advances

made by the Company on behalf of the shareholder, and allocated shared expenses paid by the shareholder.

In the ordinary course of business, during the

three months ended March 31, 2023 and 2022, the Company involved with transactions, either at cost or current market prices and on the

normal commercial terms among related parties.

The following table provides the transactions with these parties for the periods as presented

(for the portion of such period that they were considered related):

For the three months ended March 31,

Balance with related parties:

Other current liabilities

Long-term investment – Investment E

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)).

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

The Company has a common director with Investment E.

(d) TFI Note obtained from the Company’s major stockholder of ultimate holding company.

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 three months ended

the six months ended

Nature of transactions

Asset management service income

Commission expenses

Office and operating fee charge

General and administrative expense allocated

Purchase of office building from the shareholder

Payment of special dividends to the shareholder

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.

(d) Commission fee on insurance brokerage and asset management

referral at the predetermined rate based on the service fee.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

(e) Pursuant to the service agreement, the Company agreed to pay the office

and administrative expenses to the shareholder 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 shareholder.

the shareholder charged back the reimbursement of legal fee and debt collection fee in the ordinary course of business.

(f) Certain amounts of general and administrative expenses were

allocated by the shareholder.

(g) The Company purchased an office building from the shareholder in January

2022, based on its historical carrying amount.

(h) On January 18, 2022, TAG Asia Capital Holdings Limited approved to

declare and distribute a special dividend of $ 47 million to TAG Holdings Limited, the shareholder who represented 1 ordinary share of

TAG Asia Capital Holdings Limited.

The dividends were paid by offsetting the receivable due from the shareholder and the remaining balance

was paid by cash.

The special dividend distribution was made due to the investment income from the sale of Nutmeg in September 2021.

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.

(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.

Apart from the transactions and balances detailed

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

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

related party transactions during the periods presented.

18 － CONCENTRATIONS OF RISK

The Company is

exposed to the following concentrations of risk:

(a) Major customers

For the three months ended March 31, 2023, the

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

presented as follows:

Three months ended

March 31, 2023

Percentage of revenues

Accounts receivable

For the three months ended March 31, 2022, there

was no single customer who accounted for 10% or more of the Company’s revenues.

All of the Company’s major customers are

located in Hong Kong.

(b) Credit risk

Financial instruments that potentially subject the Company to credit

risk consist of cash equivalents, restricted cash, accounts receivable, loans receivables, and notes receivables.

Cash equivalents are

maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management.

Kong Deposit Protection Board pays compensation up to a limit of HK$ 500,000 (approximately $ 63,695 ) if the bank with which an individual/a

company hold its eligible deposit fails.

As of March 31, 2023, cash and cash equivalents of $ 3.7 million and fund held in escrow of $ 29.5

million were maintained at financial institutions in Hong Kong, of which approximately $ 32.2 million was subject to credit risk.

management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

For accounts receivable, loans receivables, and notes receivables,

the Company determines, on a continuing basis, the probable losses and sets up an allowance for doubtful accounts and loan losses based

on the estimated realizable value.

Credit of money lending business is controlled by the application of credit approvals, limits and monitoring

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

The Company uses internally-assigned risk grades

to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all.

The Company’s

internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as,

credit risk scores, collateral and collection history.

Individual credit scores are assessed by credit bureau, such as TransUnion.

risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security.

To minimize credit

risk, the Company requires collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness

of the collateral valuations on a regular basis.

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

The Company’s third-party customers that represent more than

10 % of total loans receivables, and their related net loans receivables balance as a percentage of total loans receivables, as of March

31, 2022 and December 31, 2021 were as follows:

The Company’s major operations are conducted

in Hong Kong.

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

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

(d) Exchange rate risk

The Company cannot guarantee that the current

exchange rate will remain steady;

therefore there is a possibility that the Company could post the same amount of profit for two comparable

periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted

to US$ and Sterling on that date.

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

For the three months ended March 31, 2023 and

2022, the Company recorded the foreign exchange gain of $ 556,311 and loss of $ 480,574 , respectively, mainly attributable from the long-term

investments which are mostly denominated in Sterling.

(e) Liquidity risk

Liquidity risk is the risk that the Company will

not be able to meet its financial obligations as they become due.

The Company’s policy is to ensure that it has sufficient cash

to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking

damage to the Company’s reputation.

A key risk in managing liquidity is the degree of uncertainty in the cash flow projections.

If future cash flows are fairly uncertain, the liquidity risk increases.

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

17 — COMMITMENTS AND CONTINGENCIES

Litigation — From time to time, the

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

The Company currently is not aware of

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

financial condition, operating results, or cash flows.

As at March 31, 2023, the Company involved with

various legal proceedings:-

HCA702/2018 On March

27, 2018, the writ of summons was issued against the Company and seven related companies of the former shareholder by the Plaintiff.

This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

On February 28, 2023,

the Court granted leave for this action be set down for trial of 13 days, which the period has yet to be fixed.

Legal counsel of the

Company will continue to handle in this matter.

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

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

HCA765/2019 On April 30, 2019,

the writ of summons was issued against the Company’s subsidiary, three related companies and the former directors, shareholders

and financial consultant by the Plaintiff.

This action alleged the deceit and misrepresentation from an inducement of the fund subscription

and claimed for compensatory damage of approximately $ 2 million (equal to HK$ 17 .1million).

The case is on-going and parties have yet to

attempt mediation.

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

Sale and Purchase Agreement with Sony Life

Pursuant to the agreement dated April 5, 2023,

entered with Sony Life Singapore Pte.

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

equity interest in Sony Life Financial Advisers Pte.

for a cash consideration of 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

From time to time, the Company is party to various

claims and legal proceedings incident to the operation of its business.

For example, the Company is currently involved in proceedings

brought by music companies relating to the payment of royalties for music used on its platform, employment and related matters, consumer

class actions and suits alleging, among other things, violations of state consumer protection or privacy laws, and contractual disputes

over representations and warranties and post-closing obligations associated with business acquisitions.

In addition, third parties have from time to time

claimed, and others may claim in the future, that the Company has infringed their intellectual property rights.

The Company is subject

to intellectual property disputes, including patent infringement claims, and management expects that it will continue to be subject to

intellectual property infringement claims as its services expand in scope and complexity.

The Company is not presently involved in any

patent infringement and other intellectual property-related lawsuits.

The Company may also become more vulnerable to third-party claims

as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and the Company becomes subject to laws in jurisdictions

where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable.

believes that additional lawsuits alleging that the Company has violated patent, copyright or trademark laws may be filed against it.

Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes

in the Company’s methods of doing business or the goods it sells, or could require the Company to enter into costly royalty or licensing

The Company is also subject to consumer claims

or lawsuits relating to alleged violations of consumer protection or privacy rights and statutes, some of which could involve potentially

substantial claims for damages, including statutory or punitive damages.

Consumer and privacy-related claims or lawsuits, whether meritorious

or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs

of doing business through adverse judgment or settlement, or require the Company to change its business practices, sometimes in expensive

The Company is also subject to, or in the future

may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where it conducts business,

including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax,

unclaimed property and privacy rules and regulations.

Any regulatory actions against the Company, whether meritorious or not, could be

time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business

through adverse judgment or settlement, require the Company to change its business practices in expensive ways, require significant amounts

of management time, result in the diversion of significant operational resources, materially damage its brand or reputation, or otherwise

harm its business.

Legal expenses related to defense, negotiations,

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

The Company establishes an accrued liability for

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

Those accruals represent

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

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

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

The Company’s accrued liabilities for loss

contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited

to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered

facts relevant to the matter, or changes in the strategy for the matter.

Regardless of the outcome, litigation and other regulatory matters

can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

The following describes material legal proceedings

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

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

On March 27, 2018, the writ of summons was issued

against the Company and seven related companies of the former shareholder (the “Defendants”) by the Plaintiff.

alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

On February 23, 2023, the Court granted

leave for this action be set down for trial of 13 days, and the trial will commence on November 25, 2024.

On October 31, 2025, the Court

granted judgement in favor of the Plaintiff.

On November 28, 2025, the Defendants lodged and served the Notice of Appeal (CACV 1116/2025)

to the Court of Appeal.

Legal counsel of the Company will continue to handle in this matter.

At this stage in the proceedings, it is unable

to determine the probability of the outcome of the 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 $ 1.67 million

(equal to HK$ 13 million).

The Company previously made $ 0.84 million as contingency loss for the year ended December 31, 2021.

participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement

to determine the probability of the outcome of the appeal or the range of reasonably possible loss as the Court is in the process of quantifying

the amount of damages.

On April 30, 2019, the writ of summons was issued

against the Company’s subsidiary, three related companies and the former directors, stockholders and financial consultant by the

This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory

damage of approximately $ 2.6 million.

On April 18, 2024, the court made an order that the plaintiff shall set the case down for trial

on or before July 6, 2024 for a 7 days trial before a judge and there shall be a pre-trial review before the trial judge on a date 12

weeks before the trial.

The plaintiff and the defendants agreed on a time extension until August 8, 2024 to set the case down for trial.

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

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,

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

Legal counsel of the Company will continue to handle this matter.

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

loss, if any.

HCA2097 and 2098/2020

On December 15, 2020, the writs of summons

were issued against the Company and the former consultant by the Plaintiff.

This action alleged 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.

Sony Music Entertainment

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the litigation with Sony Music

Entertainment (“Sony”) alleging claims for breach of contract, copyright infringement, contributory copyright infringement,

and vicarious copyright infringement.

The court entered judgement pursuant to stipulation in the amount of approximately $ 3.6 million

requiring Triller Corp to make monthly payments through May 21, 2025.

Triller Corp defaulted on the payments and judgement was entered

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

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

in the condensed consolidated balance sheets.

Sony Music Publishing Europe Limited (“SOLAR”)

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the complaint filed by SOLAR in

the London, United Kingdom Circuit Common Court alleging claims of songwriter/producer music publishing rights infringement.

judgement for £ 3.8 million was ruled in SOLAR’s favor and SOLAR filed an action in the Superior Court of California for the

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

As of June 30,

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

Music Licensing

Triller Corp has outstanding contractual obligations

to various record labels, music publishers and performing rights organizations (collectively, “Rightsholders”) who have licensed

to Triller Corp the right to use sound recordings and musical compositions in connection with the operation of the Triller app and other

aspects of the Company’s business.

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

million for unpaid amounts owed under its music licenses.

Triller Corp is also involved in various legal proceedings and has received

threats of litigation from Rightsholders.

Triller Corp believes it may be or become liable to Rightsholders for additional amounts such

as interest, penalty fees, attorneys’ fees, copyright infringement damages and other amounts, but is currently unable to estimate

the probability of loss associated with these actions or the range or reasonably possible losses, if any, or the impact such losses may

have on the Company’s results of operations, financial condition or cash flows.

Fox Plaza Lease

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the ongoing litigation with Fox

Plaza, LLC due to an alleged breach of a commercial office lease agreement as a result of an alleged failure to pay rents under the agreement.

The plaintiff seeks damages in excess of approximately $ 3.5 million, plus attorney’s fees, costs of suit, and additional damages

to be proven at trial.

Triller Corp intends to vigorously defend itself in this matter.

The Company has accrued approximately $ 1.8 million

as a liability pertaining to this claim on the condensed consolidated balance sheets.

It is reasonably possible that the potential loss

may exceed the accrued liability amount.

Concentrix Daksh

In connection with the Merger Transaction, the

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

Daksh Services India Private Ltd.

(“Concentrix”).

Concentrix alleges wrongful early termination of a services agreement and

seeks damages of approximately $ 2.0 million in lost profits, plus interest and fees.

The Company has accrued approximately $ 2.0 million

as a liability pertaining to this matter.

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

represents the probable loss as of June 30, 2025.

Epic Sports & Entertainment

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Hold Co LLC and Triller Fight Club LLC related to litigation with Epic Sports & Entertainment,

(“Epic”) for alleged breach of a settlement agreement.

Epic initially claimed damages of approximately $ 1.8 million,

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

As of 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

In connection with the Merger Transaction, the

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

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

District Court for

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

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

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

Examination is scheduled for February 24, 2025.

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

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

Prem Parameswaren

In connection with the Merger Transaction, the

Company assumed potential liabilities related to claims asserted by Prem Parameswaran, the former Chief Executive Officer of Triller Corp

for alleged unpaid compensation.

To avoid litigation, the parties reached an agreement in principle for a settlement consisting of $ 500,000

in cash and 625,000 stock units, subject to approval by AGBA Group Holding Limited.

As of 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

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

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

regarding the 2019 acquisition of Triller Corp from Legacy.

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

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

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.

YA II PN, LTD.

Triller Group Inc.;

Triller Corp.;

Triller Hold Co LLC;

Convoy Global Holdings Limited, Index No.

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

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

initiated litigation against the Company, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings Limited (“Defendants”)

by filing a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the “Motion”), seeking a judgment

finding Defendants liable for all amounts allegedly owed under the convertible promissory note (the “Note”), dated June 28,

2024, including interest, plus costs, legal fees, and expenses incurred by Yorkville in enforcing the Note’s terms.

24, 2025, Defendants filed their opposition to the Motion, arguing that the Motion should be denied because Plaintiff’s reliance

on CPLR 3213 was improper and because, even if Plaintiff’s reliance on CPLR 3213 were proper, triable disputes of fact preclude

summary judgment in Plaintiff’s favor.

On March 7, 2025, Plaintiff filed a reply in support of the Motion.

On May 19, 2025, Yorkville’s

initial motion for summary judgment in lieu of complaint, seeking immediate payment, was denied by the Supreme Court of the State of New

York, New York County.

The court determined that Yorkville’s right to payment depended on a detailed analysis of obligations under

multiple intertwined documents, including the Yorkville Convertible Promissory Note, Second A&R SEPA, Registration Rights Agreement,

and Pledge Agreements, thus converting the case to a plenary action.

Yorkville filed a notice of appeal on May 28, 2025 and a new motion

for summary judgment on July 1, 2025, asserting the Yorkville Convertible Promissory Note’s maturity date of June 28, 2025 (the

“Maturity Date”).

On June 20, 2025, the Company transferred 3,000,000

shares of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral pursuant to the Amended and Restated Pledge Agreement,

dated June 28, 2024, between Triller Hold Co LLC and Yorkville, as partial repayment.

The case does not have a trial date set.

intend to litigate the case until a resolution is reached.

On December 3, 2025, the Plaintiff filed responses

and objections (the “Responses and Objections”) to the Defendants’ first set of interrogatories dated November 3, 2025

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

659314/2024).

Pursuant to the Responses and Objections,

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

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

The total amount owed under the Note, including interest,

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

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

remain unpaid.

The case is on-going and legal counsel of the Company will continue to handle this matter.

At this stage in the proceedings,

it is unable to determine the probability of the outcome of the matter or any further potential loss, if any.

The Company makes a provision for a liability

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

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

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

Legal fees are expensed in

the period in which they are incurred.

Forward Share Purchase Agreement —

Pursuant to the Meteora Backstop Agreement, subject to demand, the Company is committed to purchase up to 2,500,000 shares of its issued

and outstanding ordinary shares from the investors in nine months following the consummation of Business Combination in November 2022.

As of March 31, 2023, the Company accounted the related committed liability as forward share purchase liability of $ 13,573,788 .

Notes Receivable Agreement — Pursuant

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

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

As of March 31, 2023, the remaining committed subscription amount was $ 1,084,439 .

Capital Contribution in Investment F —

As of March 31, 2023, the remaining committed capital amount in Investment F was $ 331,432 .

AGBA GROUP HOLDING LIMITED

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”))

it is unable to determine the probability of the outcome of the matter or the range of reasonable possible losses, if any.

13080 Advisors LLC v.

Triller Group, Inc., Jams Reference No.

5220008039 (Los Angeles County, California)

On December 18, 2024, 13080 Advisors LLC (“Claimant”)

submitted a Notice of Arbitration and Demand for Arbitration (“13080 Arbitration Demand”) to JAMS to assert that Triller

and TAG Holdings Limited (collectively as “Respondents”) have breached their alleged duties to Claimant under the following

alleged agreements:

(1) a partially executed document entitled “Grant Agreement for S-8 Registered Shares” dated March 14,

2024, and (2) a partially executed document entitled “Consulting Services Agreement” also dated March 14, 2024.

Arbitration Demand asserts four purported claims for relief:

breach of contract, negligent misrepresentation, specific performance and

declaratory relief.

On February 18, 2025, Respondents submitted to JAMS a motion to dismiss all the claims for relief asserted in the

13080 Arbitration Demand along with a motion to strike Claimant’s requests for punitive damages.

This motion remains pending and

no arbitrator has been appointed.

The case is on-going and legal counsel of the Company will continue to handle this matter.

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

losses, if any.

Diamond Jr.et al.

Triller Group, Inc., Case No.

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

On January 7, 2025, Robert E.

Diamond Jr (“Diamond”),

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

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

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

to various agreements between Plaintiffs and Triller.

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

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

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

of Plaintiffs’ claims.

This motion is now pending before the court.

The case is on-going and legal counsel of the Company will

continue to handle this matter.

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

or the range of reasonable possible losses, if any.

18 — SUBSEQUENT EVENTS

On April 5, 2023, the Company entered into a

sale and purchase agreement with Sony Life Singapore Pte.

Ltd., a Singapore private limited company, to purchase 100 % equity

interest in Sony Life Financial Advisers Pte.

(“SLFA”) for a cash consideration of SGD2, 500,000 (equivalent to

$ 1,882,000 ).

The closing of the transaction expects to be in the third-quarter of 2023, which subjects to certain customary closing

On April 18, 2023, the Company approved a share

repurchase program authorizing to purchase up to 1,000,000 ordinary shares at a maximum price of $ 10 per share from the open market, for

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

On April 28, 2023, pursuant to the Share Award

Scheme, the Company issued 1,000,000 ordinary shares to a consultant to compensate the services to be rendered in a term of three months.

On May 3, 2023, pursuant to the Share Award Scheme,

the Company issued 100,000 ordinary shares to a consultant to compensate the services to be rendered in a term of six months.

In accordance with ASC Topic 855, “ Subsequent

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

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

occurred after March 31, 2023, up to May 15, 2023 that the unaudited condensed consolidated financial statements were available to be

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.

On October 14, 2025, the Company received

a delisting determination letter (the “Determination Letter”) from Nasdaq indicating that, unless the Company timely

requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject

to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s

non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for

its failure to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the periods ended March 31,

2025 and June 30, 2025, respectively.

The Company has requested to appeal the delisting determination and will attend the hearing

to demonstrate its ability to regain and sustain long-term compliance.

On November 17, 2025, the Company received

an additional delisting determination letter (the “Additional Determination Letter”) from Nasdaq indicating that since

it failed to timely file its Form 10-Q for the period ended September 30, 2025, this serves as an additional basis for delisting.

Following a hearing held on November 25,

2025, the Panel has granted the Company an exception period subject to the Company satisfying the following conditions:

File 2024 Form 10-K and delinquent Forms 10-Q for the quarters ended June 30, June 30, and September 30, 2025 on or before December 24, 2025;

● Regain compliance with the $ 1.00 minimum bid-price requirement on or before February 27, 2026;

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

On December 26, 2025,

the Company received a determination letter from the Panel confirming the suspension trading on the Nasdaq Stock Market effective

at the opening of the market on December 30, 2025 and delisting of the Company’s securities.

This decision stems from the Company

not having been able to file two periodic reports by a deadline of December 24, 2025 set by the Panel.

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