What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-17 compared with 2024-03-28 · 569 added, 451 removed, 99 unchanged (91% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References in this report (the “Quarterly

Report”) to “we,” “us”, “the Group” or the “Company” refer to AGBA Group Holding

Report”) to “we,” “us”, “the Group” or the “Company” refer to Triller Group Inc.

References to our “management” or our “management team” refer to our officers and directors.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited

condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained

in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed

consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in

the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

2 unchanged sentences

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

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

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

Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business

1 unchanged sentence

Words such as “expect,”

“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and

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

Such forward-looking statements relate to future

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

A number of factors

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

“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar

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

Such forward-looking statements relate to future events

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

A number of factors could

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

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

3 unchanged sentences

website at www.sec.gov.

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

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

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

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

Triller Group Inc.

is formed in the State of Delaware,

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

Nasdaq Listing Extension

We received a delisting determination letter

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

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

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

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

We requested a hearing before the Nasdaq Hearings

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

On December 3, 2025, we received

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

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

(1) on or before December 24, 2025,

we shall demonstrate compliance with the Listing Rule;

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

per share minimum bid price requirement;

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

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

this time that may affect our compliance with Nasdaq requirements.

Business overview

We are a leading one-stop financial supermarket

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

We offer the broadest set of financial services and healthcare

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

that best suit their needs.

We currently operate four major areas of businesses,

comprising of:

The Group’s powerful financial advisor business is the largest in the

market, it engages in the personal financial advisory business (including advising and sales

of a full range of financial services products including long-term life insurance, savings

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

The Group operates as a “financial supermarket” offering over 1,800

financial products to a large universe of retail and corporate customers.

Through the Group’s 4% stake in and a strategic partnership with HCMPS,

operating as one of the largest healthcare management organizations in the Hong Kong and

Macau region, with over 800 doctors in its network.

Established in 1979, it is one of the

most reputed healthcare brands in Hong Kong.

The Group has an ensemble of leading FinTech assets and businesses in Europe

and Hong Kong.

In addition to financial gains, the Group also derives substantial knowledge

transfers from its investee companies, supporting the development and growth of the Group’s

new business models.

Distribution Business

The Distribution Business comprises a variety

of captive financial services distribution channels.

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

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

Our combined captive distribution channels enable

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

Financial Advisors Business (“FA Business”)

“Focus” is engaged in the distribution of life insurance,

asset management, property-casualty and Mandatory Provident Fund products through its teams of independent financial advisors (brokers).

Alternative Distribution Business

A collection of distribution channels, including salaried financial

planners targeting HNWI, development teams pursuing corporate partnerships and incubating financial advisors teams.

Digital Business

AGBA Money is a direct-to-consumer digital app that provides various

financial products and services to retail customers.

Our largest distribution channel is the FA Business,

operating under the brand name Focus.

With its large salesforce of financial advisors, “Focus” provides a wide range of financial

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

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

highly productive salesforce.

As of March 31, 2023, there were around 1,600 financial advisors at “Focus”, organized into

32 sales teams.

Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.

In addition to the FA Business, we continue to

expand our distribution footprint with the establishment and expansion of a number of additional distribution channels, collectively

known as our Alternative Distribution Business.

These distribution channels are targeted at specific customer segments and/or capturing

specific distribution opportunities.

Combined with our Digital Business, we now have

a well-diversified range of distribution channels and capabilities.

During 2022, we continued to make significant

investments into developing and expanding our financial advisors salesforce, broadening and deepening the product range, as well as upgrading

the supporting infrastructure.

Our infrastructure not only supports the financial consultants in engaging with their customers, it also

provides extensive operational support in relation to the processing of transactions, associated payment flows, as well as after-sales

Building our infrastructure required substantial investments into technological, operational and financial systems, as well

as the development of comprehensive operational and support teams (operations support, customer services, payments, etc.).

of the financial products offered to our customers are regulated, on top of the various operational requirements, we have built significant

internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate level of regulatory

compliance and supervision.

We are a global, artificial intelligence (“ AI ”)

powered technology platform (“ Technology Platform ”) that serves a broad constituency of Creators and Brands around

“ Creators ” include influencers, artists, athletes, other individuals and public figures that utilize or

have utilized our Technology Platform to create and publish content.

Numerous famous Creators use our Technology Platform, including

influencers like Charli D’Amelio and Bryce Hall and music artists like The Weeknd.

“Brands” are companies, products

or product lines which are active on our Technology Platform and utilize or have utilized one or more of our products or services offered

through our Technology Platform (“ Direct Brands ”), or companies, products or product lines whose associated data we

track, report on and make available to our clients as part of one or more of our product offerings (“ Tracked Brands ,”

and collectively with Direct Brands, “ Brands ”).

Brands that have utilized or continue to utilize our platform include

McDonalds, Pepsi, Walmart, L’Oréal, Puma, Charmin and Major League Baseball.

We help both Creators and Brands build relationships

with their audiences to create awareness, drive content consumption, generate commerce and build culture.

Our Triller app is a short-form

video app similar to TikTok, Instagram Reels, YouTube shorts and other video apps that allow users to access both user generated and

professionally generated content from Creators around the world.

Since our inception through September 30, 2023, we have raised more

than $420 million in capital and established more than 327 million Consumer Accounts on the Triller app and a total of 436 million Consumer

Accounts on our Technology Platform.

“Consumer Accounts” are included when consumers create accounts on a Triller brand or

owned property and also when we employ our Technology Platform to create accounts on behalf of our Brands and Creators.

We define Consumer

Accounts as the total number of individual Consumer Accounts recorded in databases across the Triller app and TrillerTV (whether they

are active or inactive on our Technology Platform) at or around the time of measurement, that we track and that are able to benefit from

the services and features offered through our Technology Platform during the reported period.

Users that simply accessed or viewed our

content or partner content on our platform or any other social media platform are not included in the total number of Consumer Accounts

Consumer Accounts that were created prior to acquisition by us are not included in the total number of Consumer Accounts above.

Recently, we elected to take a proactive approach to the way in which we report our Consumer Accounts, which we believe is uncommon in

our industry.

While we believe that many social media companies include a significant number of “bot” accounts or “duplicate”

accounts in their user metrics, we undertook a robust process to purge as many duplicate and bot accounts as practicable with our resources

and in doing so we purged in excess of 200 million Consumer Accounts from our total user accounts metric.

Alongside the Triller app, Triller has dramatically

expanded its portfolio of offerings through organic growth and strategic acquisitions becoming a diversified Technology Platform for

the creation, distribution, measurement and monetization of digital, live and virtual content.

It also produces content under its own

and third-party Brands, including trendsetting music, sports, lifestyle, fashion and entertainment media that creates cultural moments,

attracts users to Triller’s offerings and drives social interaction that serves as a cultural wellspring across digital society.

We operate within the global digital content

marketplace, which is estimated to reach $577.4 billion in 2023 according to Statistica’s August 2023 report on worldwide digital

media, and we focus our efforts on the $250 billion creator economy, as forecasted in a recent Goldman Sachs report on the creator economy.

Goldman Sachs Research estimated the creator economy could reach $480 billion by 2027 in its April 2023 report titled “The creator

economy could approach half-a-trillion dollars by 2027.”

Through our subsidiaries in Hong Kong, we

are also a leading wealth management and healthcare institution based in Hong Kong servicing over 400,000 individual and corporate

We offer the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area

(GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs.

In addition to operating our Technology Platform,

we currently operate in four market-leading businesses:

our Platform Business, Distribution Business, Healthcare Business, and Fintech

Business (collectively as “Financial Services Business”) and offer unique product and service offerings:

tech-enabled broker

management platform for advisors (“ Platform Business ”);

market leading

portfolio of wealth and health products (“ Distribution Business ”).

We also have a market leadership in our healthcare

business through our 4% stake in and a strategic partnership with HCMPS.

It is one of the most reputed healthcare brands in Hong Kong.

It has a network of over 700 healthcare service providers.

Finally, we are an established operator and

successful investor in the FinTech industry.

We have carefully built out investment positions in FinTech, WealthTech and HealthTech businesses,

applying lessons learned from our own distribution, platform and healthcare businesses.

Our largest distribution channel is the FA

Business, operating under the brand name Focus.

With its large salesforce of financial advisors, “Focus” provides a wide

range of financial products and independent advisory services to individual and corporate customers, primarily in connection with life

insurance products.

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

up a large and highly productive salesforce.

As of June 30, 2025, there were around 394 financial advisors at “Focus”,

organized into 9 sales teams.

Each team is led by a “tree head”, responsible for managing the financial advisors within

In addition to the FA Business, we continued to

expand our distribution footprint with the establishment and expansion of a number of additional distribution channels, collectively known

as our Alternative Distribution Business.

These distribution channels are targeted at specific customer segments and/or capturing specific

distribution opportunities.

We have continued to make significant investments

into developing and expanding our financial advisors salesforce, broadening and deepening the product range, as well as upgrading the

supporting infrastructure.

Our infrastructure not only supports the financial consultants in engaging with their customers, it also provides

extensive operational support in relation to the processing of transactions, associated payment flows, as well as after-sales services.

Building our infrastructure required substantial investments into technological, operational and financial systems, as well as the development

of comprehensive operational and support teams (operations support, customer services, payments, etc.).

Since many of the financial products

offered to our customers are regulated, on top of the various operational requirements, we have built significant internal capabilities

in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate level of regulatory compliance and

As a result of our efforts to expand our distribution

capabilities and improve our supporting infrastructure, we have successfully developed these inter-related strategic assets:

● Vast customer base in Hong

Kong and growing customer base in Mainland China.

Vast customer base in Hong Kong and growing customer base in Mainland China.

State-of-the-art supporting

infrastructure.

● Relationships with and access

to a broad range of leading global financial product providers.

● Deep market knowledge and understanding.

● Highly productive and well-trained

We will continue to capitalize on these core

strategic assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management and healthcare).

For the three months ended March 31, 2023, the

Company made $9.7 million from commission in the Distribution Business.

The revenue attributed to the Company during the first quarter

of 2023 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with

Upon the re-opening of China Border, we will

continue to widen our distribution footprint and actively explore further opportunities to develop partnerships and generate customer

leads on the ground in Mainland China, as well as refining our abilities to service our customer base.

We expect sales volumes to return

to the levels previously recorded, prior to the pandemic period, especially with the re-opening of the Mainland border and the ongoing

integration of Hong Kong into the Greater Bay area.

Platform Business

The Platform business, through OPH and its subsidiaries,

is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global

product providers.

The Platform Business was set up to take advantage

of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong.

We were already servicing

a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art

technological and operational infrastructure.

The Platform Business now operates this full-service

platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers,

and individual independent financial advisors that are looking for support in advising and serving their retail clients.

Our technology-enabled Platform Business offers

a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money

lending and real estate agency.

In addition to its unrivaled product-shelf, the

Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive customer

services, and training support.

Currently, our platform financial services and

investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident

Fund (MPF) products, and international real estate referral and brokerage services, as discussed below:-

The OnePlatform brand currently covers 44 insurance

providers selling 657 products, and 40 asset management fund houses with over 1,000 products.

Fintech Business

The Fintech Business has collected an ensemble

of valuable fintech assets in its investment portfolio.

Fintech Business’ management team has strived to establish the business

as a leading name in the fintech investment sector.

Core Fintech investments held under the Fintech

Business as of March 31, 2023 include:

An investment in Tandem Money

Limited, a UK digital bank.

An investment in CurrencyFair

Limited, a B2B and B2C payments company.

An investment in Oscar Health

Inc., a US direct-to-consumer digital health insurer.

An investment in Goxip Inc.,

a fashion media platform based in Hong Kong.

An investment in LC Healthcare

Fund I, L.P., a PRC healthcare and healthtech investment fund.

Carrying amount in

US$ thousands (1)

Tandem Money Limited

CurrencyFair Limited

Oscar Health Inc.

LC Healthcare Fund I, L.P.

Carrying amount represents Fintech’s

attributable interest in the investment portfolio asset.

During the three months ended March 31, 2023,

the Company partially sold 993,108 shares of Oscar Health Inc.

on Nasdaq Stock Exchange with an average current market price of $4.01

per share, resulting with a realized gain of $1.5 million.

Healthcare Business

We currently hold a 4% equity stake in HCMPS,

one of the leading healthcare management organizations in Hong Kong.

Founded in 1979 and currently operating under

Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare

brands in Hong Kong.

It has four self-operated medical centers and a network of over 700 healthcare service providers – providing

healthcare schemes for more than 500 corporate clients with over 300,000 scheme members.

JFA’s clients include blue chip companies

from various industry and leading insurers.

Apart from Hong Kong, JFA is the largest operator in Macau with around 70 clinics.

JFA operates a city-wide medical network that

includes 340 general practitioners (“GP”), 11 laboratories and imaging centers, 273 specialist doctors, 25 physiotherapy

centers, 12 Chinese medicine practitioner clinics, all based in Hong Kong, and 69 GP clinics in Macau.

Over 380,000 out-patient and in-patient

visits are recorded annually through HCMPS’s medical network.

JFA offers its patients a full range of medical services, including

general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories and imaging services.

We believe that the future of healthcare is in

“Smart Health” – technology that offers improved patient-care management and leverages data as the new tool for solving

complex healthcare challenges with reduced operating costs.

We will focus on technology/digitalization and consumerization of healthcare

to create an ecosystem empowering customers to proactively manage their health and well-being and to improve their access to healthcare

at a lower cost – with connectivity across the care continuum.

We believe that JFA has the captive customer base, infrastructure

and product/service offerings to optimize customer experience to further grab market share.

We are currently working to transform JFA into

the best medical care institution in Asia by 2025, redefining industry standards in the Greater Bay Area and offering market-leading

customer care and best-in-class infrastructure empowered by data analytics.

Relationships with

and access to a broad range of leading global financial product providers.

Deep market knowledge

and understanding.

Highly productive and

well-trained salesforce.

We will continue to capitalize on these core strategic

assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management and healthcare).

We will continue to widen our distribution footprint

and actively explore further opportunities to develop partnerships and generate customer leads on the ground in Mainland China, as well

as refining our abilities to service our customer base.

We expect sales volumes to return to the levels previously recorded, prior to

the pandemic period, especially with the re-opening of the Mainland border and the ongoing integration of Hong Kong into the Greater Bay

Results of Operations

Three months ended

(US$ in thousands)

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

Total revenues

Operating cost and expenses:

Interest expense

Comparison of the Three Months Ended June 30, 2025 and 2024:

The following tables set forth our results

of operations by segments presented in U.S.

dollars (in thousands):

For the Three Months ended June

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 expense

Technology expense

Personnel and benefit expense

Other general and administrative expenses

Total operating cost and expenses

Loss from operations

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)

Bank interest income

Interest income

Interest expense

Foreign exchange gain (loss), net

Investment income, 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

Income tax benefit (expense)

The following table summarizes the major operating

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

Total other income (expense), net

Income tax expense

Net income (loss)

Three Months ended June 30, 2024

Asset management service fees

Loans interest income

Total revenue

Operating expenses

Commission expense

Sales and marketing expenses

Research and development expenses

Personnel 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

General and administrative

Total operating expenses

Other income (expense), net

Interest income

Interest expense

Change in fair value of warrant liabilities

Total other income (expense), net

Income tax expense

The following table summarizes the major operating revenues for

the three months ended June 30, 2025 and 2024:

Three Months ended

1 unchanged sentence

Business segment

Distribution Business

Platform Business

Fintech Business

Healthcare Business

Distribution Business

The Distribution

Business contributed 87.49% and 8.67% of the total revenue for the three months ended March 31, 2023 and 2022, respectively.

the Distribution Business mainly related to commissions earned, which significantly increased by US$9.5 million, or 5,282.22%, from US$0.2 million

in 2022 to US$9.7 million in 2023.

The largest segment of the Distribution Business is our FA Business, operated under the “Focus”

Commissions generated by the financial advisors currently associated with Focus, along with associated potential platform

commissions and fees, were attributable to the Legacy Group and as such not reflected in the results for the Distribution Business for

Summarized revenue breakdown by product and type

of contracts:

Three months ended

(US$ in thousands)

Life insurance

Property-casualty insurance

Mandatory provident fund and related revenues

By the type of contracts:

- New and or current year

Platform Business

The Platform Business contributed 12.51% and

91.33% of the total revenue for the three months ended March 31, 2023 and 2022, respectively.

Sports streaming

Financial services

Social media and Sports streaming

Since October 2024, we completed the merger

transaction pursuant to the merger agreement, through which we acquired all of the equity interests of Triller Corp.

Following the acquisition,

Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments:

and sports streaming.

Social media business segment mainly comprises

of revenues from the provision of advertising services and SaaS services.

The technology platform integrated from Triller Corp.

brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns.

In additions, the SaaS platform provides our 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 the SaaS platform subscriptions is recognized ratably over the life of a subscription.

Sports streaming business segment mainly comprises

of revenues from subscriptions for streaming services and pay-per-view (“PPV”) services for premium content and events.

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.

Revenue from streaming subscriptions is recognized ratably

over the life of a subscription and revenue from streaming pay-per-view events is recognized at the time the event airs.

No income from social media and sports streaming

business segments are generated during the three months ended June 30, 2025 and 2024.

The Company generated minimal operations in these

two segments during the three months ended June 30, 2025.

Financial services

Financial services business segment mainly

comprises of commission income, recurring assets management service income, and interest income.

Income from financial services slightly

increased by $0.6 million or 12.09% from $4.9 million for the three months ended June 30, 2024 to $5.5 million for the three months ended

June 30, 2025.

Operating Expenses

Commission Expense

The commission expense related to financial

services increased by $2.0 million, or 151.18% from $1.3 million for the three months ended June 30, 2024 to $3.3 million for the three

months ended June 30, 2025.

As a result of the increase in revenue associated with the financial services, commission expense increased

correspondingly.

Sales and Marketing Expense

Sales and marketing expense slightly increased

by $0.04 million or 133.33 % from $0.03 million for the three months ended June 30, 2024 to $0.07 million for the three months ended

June 30, 2025.

Research and Development Expense

Research and development expense increased

by $0.9 million, or 179.19% from $0.5 million for the three months ended June 30, 2024 to $1.4 million for the three months ended June

The increase was primarily due to additional expense incurred by Triller Corp.

and its subsidiaries, which was acquired on

October 15, 2024.

Personnel and benefit expenses

Personnel and benefit expenses primarily consist

of personnel-related costs and benefits and stock-based compensation costs for our administrative, legal, human resources, information

technology, corporate development, finance and accounting employees and executives.

in thousands)

Personnel and benefit

Stock-based compensation

Personnel and benefit cost increased by $2.0

million, or 41.12% from $4.9 million for the three months ended June 30, 2024 to $7.0 million for the three months ended June 30, 2025.

The increase was primarily attributable to the additional headcount from the acquisition of Triller Corp.

and its subsidiaries, which

was completed on October 15, 2024.

Stock-based compensation for executive directors

and employees increased by $13.7 million for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.

The increase was primarily due to the settlement of accrued salaries to certain executive directors and employees of the Company and

the amortization of the fair value of restricted share units.

The fair value of the restricted share units is recognized over the period

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

Legal and professional fee

Legal and professional fees mainly consisted

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

Three months ended

(US$ in thousands)

Recurring service fees

Legal and professional fee

Stock-based compensation

Legal and professional fees increased by $1.7

million, or 134.50%, from $1.3 million for three months ended June 30, 2024, to $3.0 million for three months ended June 30, 2025.

increase was primarily attributable to the additional legal and professional fees incurred by Triller Corp.

and its subsidiaries, which

was acquired on October 15, 2024.

Consulting fees under stock-based compensation

increased by $2.7 million or 1,349.25% for the three months ended June 30, 2025, as compared to the three months ended June 30, 2024.

The increase was mainly attributable to the increase in corporate strategic consultancy and business marketing service rendered by certain

third party consultants.

Provision for allowance for expected credit losses

In accordance with Accounting Standards Codification

(“ASC”) Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic326),

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

of the 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.

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

for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.09

million and $0.8 million, respectively.

Other general and administrative expenses

of social media and sports streaming segments primarily consist of professional service fees, business process outsourcing costs, music

licensing, and insurance premiums.

Other general and administrative expenses

of financial services and corporate segments primarily consist of rent and facilities expenses allocated based upon total direct costs,

depreciation and amortization expenses, and other corporate expenses that are not allocated to the above expense categories.

The aggregate other general and administrative

expenses slightly decreased by $0.2 million, or 13.92% from $1.4 million for the three months ended June 30, 2024 to $1.2 million for

the three months ended June 30, 2025.

The decrease was primarily attributable to the absence of certain non-recurring expenses incurred

in the prior period.

Other Income (Expense), net

Other income (expense), net consist of interest

income, foreign exchange gain, net, sundry income and offset by interest expense, and bad debts written-off.

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

expense, net decreased by $0.6 million or 16.00%.

The increase was mainly attributable to the increase in interest expense of $4.8 million,

offset by the increase in foreign exchange gain, net of $1.8 million and decrease in change in fair value of warrant liabilities of $3.6

Net loss increased by $20.8 million, or 183.27%

for the three months ended June 30, 2025, as compared to June 30, 2024.

The increase was primarily due to the increase in operating expenses

and total other expense, net in three segments.

Comparison of the Six Months Ended June 30, 2025 and 2024:

The following tables set forth our results

of operations by segments presented in U.S.

dollars (in thousands):

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

Three months ended

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 table summarizes the major operating revenues for

the six months ended June 30, 2025 and 2024:

Six months ended

(US$ in thousands)

Business segment

Distribution Business

Platform Business

Fintech Business

Healthcare Business

The Distribution Business contributed 94.75%

and 9.70% of the total commission expense for the three months ended March 31, 2023 and 2022, respectively.

Commission expense for the

Distribution Business increased by US$6.8 million, or 10,064.71%, from US$0.07 million in 2022 to US$6.9 million in 2023.

of the increase in revenue associated with the Distribution Business, commission expense significantly increased.

Sports streaming

Financial services

Social media and Sports streaming

Since October 2024, we completed the merger

transaction pursuant to the merger agreement, through which we acquired all of the equity interests of Triller Corp.

Following the acquisition,

Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments:

and sports streaming.

Social media business segment mainly comprises

of revenues from the provision of advertising services and SaaS services.

The technology platform integrated from Triller Corp.

brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns.

In addition, the SaaS platform provides our 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 the SaaS platform subscriptions is recognized ratably over the life of a subscription.

Sports streaming business segment mainly comprises

of revenues from subscriptions for streaming services and pay-per-view (“PPV”) services for premium content and events.

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.

Revenue from streaming subscriptions is recognized ratably

over the life of a subscription and revenue from streaming pay-per-view events is recognized at the time the event airs.

No income from social media and sports streaming

business segments are generated during the six months ended June 30, 2025 and 2024.

The Company generated minimal operations in these

two segments during the six months ended June 30, 2025.

Financial services

Financial services business segment mainly

comprises of commission income, recurring assets management service income, and interest income.

Income from financial services decreased

by $2.3 million or 18.14% from $12.6 million for the six months ended June 30, 2024 to $10.3 million for the six months ended June 30,

The decrease in revenue is primarily attributed to the economic recession and outward migration in Hong Kong.

Operating Expenses

Commission Expense

The commission expense related to financial

services increased by $0.07 million, or 1.15% from $5.76 million for the six months ended June 30, 2024 to $5.83 million for the six

months ended June 30, 2025.

As a result of the increase in commission rate associated with the financial services, commission expense

increased correspondingly.

Sales and Marketing Expense

Sales and Marketing expense increased by US$1.6

million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

The increase in sales and marketing

expense mainly reflects spending associated with “AGBA” corporate branding and associated product campaigns, celebrating

it’s the successful listing, through public relations, corporate video and campaigns, digital marketing and public advertisements.

Technology Expense

Technology expense increased by US$0.7 million

for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

The increase was primarily due to increased

headcount to support anticipated growth in the business and platform expansion.

Personnel and Benefit Expense

months ended March 31,

Sales and marketing expenses decreased by

$0.4 million or 86.35 % from $0.5 million for the six months ended June 30, 2024 to $0.07 million for the six months ended June 30, 2025.

The decrease was mainly attributed to lower spending associated with “AGBA” corporate branding.

Research and Development Expense

Research and development expenses increased

by $2.1 million, or 223.61% from $1.0 million for the six months ended June 30, 2024 to $3.1 million for the six months ended June 30,

The increase was primarily due the additional expense incurred by Triller Corp.

and its subsidiaries, which was acquired on October

Personnel and benefit expenses

Personnel and benefit expenses primarily consist

of personnel-related costs and benefits and stock-based compensation costs for our administrative, legal, human resources, information

technology, corporate development, finance and accounting employees and executives.

in thousands)

Personnel and benefit

Share-based compensation to employees

Personnel and benefit cost increased by US$6.3

million for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

The increase was primarily due

to the increased headcount to support the continuing growth of the Platform Business and Distribution Business.

Share-Based Compensation

Pursuant to the Share Award Scheme (the “Scheme”),

the Company filed S-8 registration statement to register 11,675,397 ordinary shares on February 24, 2023.

During the three months ended March 31, 2023,

the Company recorded US$1.3 million in share-based compensation expense on the restricted share units.

There was no such expense during

the three months ended March 31, 2022.

The fair value of the restricted share units is recognized over the period based on the derived

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

Stock-based compensation

Personnel and benefit cost increased by $5.3

million, or 55.92% from $9.5 million for the six months ended June 30, 2024 to $14.8 million for the six months ended June 30, 2025.

The increase was primarily attributable to the additional headcount from the acquisition of Triller Corp.

and its subsidiaries, which

was completed on October 15, 2024.

Stock-based compensation for executive directors

and employees increased by $39.3 million for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

increase was primarily due to the settlement of accrued salaries to certain executive directors and employees of the Company and the

amortization of the fair value of restricted share units.

The fair value of the restricted share units is recognized over the period

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

Legal and professional fee

Legal and professional fees mainly consisted

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

Six months ended

(US$ in thousands)

Legal and professional fee

Stock-based compensation

Legal and professional fees increased by $9.2

million, or 350.40%, from $2.6 million for the six months ended June 30, 2024, to $11.8 million for the six months ended June 30, 2025.

The increase was primarily attributable to the additional legal and professional fees incurred by Triller Corp.

and its subsidiaries,

which was acquired on October 15, 2024.

Consulting fees under stock-based compensation

increased by $4.1 million or 979.09% for the six months ended June 30, 2025, as compared to the six months ended June 30, 2024.

was mainly attributed to the increase in corporate strategic consultancy and business marketing service rendered by certain third party

Provision for allowance for expected credit losses

In accordance with Accounting Standards Codification

(“ASC”) Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic326),

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

of the 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.

For the six months ended June 30, 2025 and 2024, the aggregated provision

for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.1 million

and $1.7 million, respectively.

Other general and administrative expenses

months ended March 31,

in thousands)

Financial data subscription expense

Legal and professional fees

Management fee expense

Share-based compensation (service related)

Other operating expenses

Total other general and administrative expenses

increased by US$4.9 million, or 544.93%, for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

The net increase was mainly due to the increase in legal and professional fees of US$0.7 million, management fee expense of US$1.7 million,

share-based compensation of $2.6 million, offset by a decrease in financial data subscription expense of US$0.04 million.

Upon the consummation

of Business Combination, the post-combination entity has expensed more as a listed company, with a significant increase in the legal and

professional fees and management fee expense increased were primarily attributed to 1) the US legal counsel fee incurred and 2) the office

and administrative expenses pay to the shareholder for the use of office premises in Trust Tower and Hopewell Centre, including building

management fees, government rates and rent, office rent, lease-related interest, and depreciation actually incurred by the shareholder,

with the increased occupancy from business expansion.

Share-based compensation in the first quarter of 2023, was mainly related to marketing

consultancy service rendered by a third party consultant, payable by 1,200,000 ordinary shares at the market price of $2.1575 per share.

Loss from Operations

Loss from operations increased by US$12.7 million,

or 662.76%, for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

The increase was mainly

attributable to the increase in operating expenses of US$21.7 million.

Other general and administrative expenses

of social media and sports streaming segments primarily consist of professional service fees, business process outsourcing costs, music

licensing, and insurance premiums.

Other general and administrative expenses

of financial services and corporate segments primarily consist of rent and facilities expenses allocated based upon total direct costs,

depreciation and amortization expenses, and other corporate expenses that are not allocated to the above expense categories.

The aggregate other general and administrative

expenses increased by $1.7 million, or 72.35% from $2.3 million for the six months ended June 30, 2024 to $3.9 million for the six months

ended June 30, 2025.

The increase was primarily attributable to the additional expenses incurred by Triller Corp.

and its subsidiaries,

which was acquired on October 15, 2024.

Other Income (Expense), net

Bank Interest Income

Bank interest income increased by US$0.2 million

for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022.

Foreign Exchange Gain (Loss), Net

Foreign exchange gain (loss) mainly represented

the unrealized net foreign exchange gain (loss) from the translation of long-term investments which are mostly denominated in Sterling.

The net foreign exchange gain increased by US$1.0 million or 215.59% for the three months ended March 31, 2023, as compared to the three

months ended March 31, 2022, due to the stronger Sterling exchange rate.

Investment Income, Net

Three months ended

(US$ in thousands)

Realized gain in marketable equity securities

Unrealized gain in marketable equity securities

Unrealized loss in non-marketable equity securities

Dividend income

Investment income decreased by US$0.4 million, or 19.82%, for the three

months ended March 31, 2023, as compared to the three months ended March 31, 2022, mainly as a result of the realized gain of US$1.5 million

on the sale of the shares of Oscar Health Inc.

in the open market at the average market price of $4.01 per shares and dividend income

of US$0.6 million, offset by unrealized loss in non-marketable equity securities of US$0.4 million, which was fewer than the unrealized

gain in marketable securities of US$2.1 million.

Change in fair value of forward share purchase

The forward share purchase liability (“FSP

liability”) under the Meteora Backstop Agreement is valued using a Black-Scholes model, which is considered to be Level 3 fair

value measurement on a recurring basis.

For the three months ended March 31, 2023, the change in fair value of liability was $0.1 million,

as recognized in the condensed consolidated statements of operations.

Income Tax Benefit (Expense)

Income tax benefit increased by US$0.4 million,

or 106.44% for the three months ended March 31, 2023, as compared to the three months ended March 31, 2022, primarily attributable to

the over provision of income tax for prior years.

Net loss increased by US$11.6 million, or 2,600.89%

for the three months ended March 31, 2023, as compared to March 31, 2022, due primarily to the increase in operating expenses of US$21.7

Other income (expense), net consist of interest

income, foreign exchange gain, net, sundry income and offset by interest expense and bad debts written-off.

For the six months ended June 30, 2025 and 2024, the aggregate other

expense, net increased by $7.8 million or 180.11%.

The increase was mainly attributable to the increase in bad debts written-off of $5.4

million and interest expense of $9.4 million, which were mainly incurred by Triller Corp and its subsidiaries.

These amounts were offset

by the increase in foreign exchange gain, net of $2.9 million and decrease in change in fair value of warrant liabilities of $3.6 million.

Net loss increased by $65.8 million, or 338.79%

for the six months ended June 30, 2025, as compared to June 30, 2024.

The increase was primarily due to the increase in operating expenses

and total other expense, net in three segments.

Liquidity and Capital Resources

Sources of Liquidity

We have a history of operating losses and negative

During the three months ended March 31, 2023, we reported a net loss of US$12.1 million and reported a negative operating

cash flow of US$10.2 million.

As of March 31, 2023, our cash balance was US$3.7 million for working capital use.

Our management estimates

that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months starting

March 31, 2023.

We have a history of operating losses and

negative operating cash flows.

For the six months ended June 30, 2025, we reported a net loss of $85.3 million and reported a negative

operating cash flow of $20.4 million.

As of June 30, 2025, our cash balance was $2.1 million for working capital use.

Our management

estimates that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12

Our ability to continue as a going concern

2 unchanged sentences

revenue base and control expenditures.

In parallel, AGBA continually monitors its capital structure and operating plans and evaluates

various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative

In parallel, we continually monitor our capital structure and operating plans and evaluates various

potential funding alternatives that may be needed in order to finance our business development activities, general and administrative

expenses, and growth strategy.

2 unchanged sentences

markets going forward.

The unaudited condensed consolidated financial statements attached to this Form 10-Q/A do not include any adjustments

that might result from the outcome of these uncertainties.

The consolidated financial statements attached to this Form 10-K do not include any adjustments that might result

from the outcome of these uncertainties.

Future Liquidity

8 unchanged sentences

Our management expects that the primary cash requirements

in 2023 will be to fund capital expenditures for (i) expansion of the Distribution Business and (ii) Platform Business.

in 2025 will be to fund capital expenditures for the repayment of debts and obligation and the businesses operations.

If our sources of liquidity need to be augmented,

6 unchanged sentences

believes that cash and equivalents will not be able to provide sufficient funds to its operations for at least the next 12 months from

the date of its unaudited condensed consolidated financial statements provided with this Form 10-Q/A.

However, these forecasts involve

risks and uncertainties, and actual results could vary materially.

the date of its consolidated financial statements provided with this Form 10-K.

However, these forecasts involve risks and uncertainties,

and actual results could vary materially.

Our management has based this estimate on assumptions that may prove to be wrong, and we could

deplete our capital resources sooner than we expect.

See “ Liquidity and Going Concern ” below.

Our future capital requirements may vary materially

3 unchanged sentences

We may also seek additional capital to fund our operations, including through the sale of

equity or debt financings.

equity or debt financing.

To the extent that we raise additional capital through the future sale of equity, the ownership interest of

our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect

the rights of our existing shareholders.

the rights of our existing stockholders.

The incurrence of debt financing would result in debt service obligations and the instruments

governing such debt could provide for operating and financing covenants that would restrict our operations.

As of March 31, 2023, we had cash and cash equivalents

totalling US$3.7 million, and US$45.0 million in restricted cash.

As of June 30, 2025, we had cash and cash

equivalents totaling $2.1 million, and $12.0 million in restricted cash.

As of December 31, 2024, we had cash and cash

equivalents totalling US$6.4 million, and US$44.8 million in restricted cash.

equivalents totaling $3.1 million, and $14.2 million in restricted cash.

Comparison of the six months ended June

30, 2025 and 2024

The following table summarizes our cash flows

for the periods presented:

Three months ended

Six months ended

(US$ in thousands)

Net cash (used in) provided by operating activities

Net cash provided by (used in) investing activities

Net cash provided by (used in) financing activities

Net cash used in operating activities

Net cash provided by investing activities

Net cash provided by financing activities

Effect on exchange rate change on cash and cash equivalents

4 unchanged sentences

Cash and cash equivalents

Restricted cash – forward share purchase agreement

Restricted cash – fund held in escrow

The following table sets forth a summary of our

working capital:

(US$ in thousands)

Total Current Assets

Total Current Liabilities

Working Deficit

The working deficit as of March 31, 2023 and

December 31, 2022 was amounted to approximately US$17.52 million and US$18.27 million, respectively, a decline of US$0.7 million or 4.08%.

Working Capital Deficit

The working capital deficit as of June 30,

2025 and December 31, 2024 was amounted to approximately $310.6 million and $271.6 million, respectively, an increase of $38.9 million

The increase was mainly attributable to the increase in current liabilities related to the acquisition of Triller Corp.

its subsidiaries, which completed on October 15, 2024.

Cash Flows from Operating Activities

Net cash used in operating activities was US$10.2

million for the three months ended March 31, 2023, as compared to net cash provided by operating activities of US$1.3 million for the

three months ended March 31, 2022.

Net cash used in operating activities for the three months ended March

31, 2023 was primarily the result of the net loss of US$12.1 million, an increase in accounts receivable of US$0.5 million, increase in

deposit, prepayments, and other receivables of US$0.5 million, decrease in escrow liabilities of US$0.02 million and decrease in income

tax payable of US$0.2 million.

These amounts were partially offset by the decrease in loans receivables of US$0.1 million, increase in

accounts payable and accrued liabilities of US$1.2 million, and non-cash adjustments consisting of share-based compensation expense of

US$3.9 million, depreciation of property and equipment of US$0.1 million, net foreign exchange gain of US$0.6 million, net investment

income of US$1.7 million, and change in fair value of forward share purchase liability of US$0.08 million.

Net cash provided by operating activities for

the three months ended March 31, 2022 was primarily the result of the net loss of US$0.4 million, a decrease in loans receivable of US$2.3

million, and an increase in escrow liabilities of US$1.7 million.

These amounts were partially offset by the increase in accounts receivable

of US$0.04 million, deposits, prepayments, and other receivable of US$0.06 million, decrease in accounts payable and accrued liabilities

of US$1.0 million, and non-cash adjustments consisting of unrealized investment income of US$2.1 million, net foreign exchange loss of

US$0.5 million, and depreciation of property and equipment of US$0.1 million.

Net cash used in operating activities was

$20.4 million and $14.2 million for the six months ended June 30, 2025 and 2024, respectively.

Net cash used in operating activities for

the six months ended June 30, 2025 was primarily the result of the net loss of $85.3 million, decrease in escrow liabilities of $2.2

million, decrease in operating lease liabilities of $0.5 million, increase in accounts receivable of $1.5 million and increase in loans

receivables of $1.0 million.

These amounts were partially offset by the increase in accounts payable and other current liabilities of

$9.7 million, increase in other current liabilities, related parties of $1.3 million, and non-cash adjustments consisting of share-based

compensation expense of $45.9 million, interest expense on borrowings of $10.0 million, net foreign exchange gain of $2.9 million, bad

debts written-off of $5.4 million, and provision for allowance for expected credit losses of $0.1 million.

Net cash used in operating activities for

the six months ended June 30, 2024 was primarily the result of the net loss of $19.4 million, an increase in deposits, prepayments, and

others receivable of $0.6 million, decrease in accounts payable and other current liabilities of $1.1 million, decrease in escrow liabilities

of $3.0 million, decrease in operating lease liabilities of $1.0 million, and decrease in income tax payable of $0.2 million.

These amounts

were partially offset by the decrease in accounts receivable of $1.0 million, and non-cash adjustments consisting of stock-based compensation

expense of $2.5 million, lease expense of $1.3 million, interest expense on convertible debts of $0.2 million, interest expense on borrowings

of $0.4 million, net foreign exchange loss of $0.3 million, and allowance for expected credit losses of $1.7 million.

Cash Flows from Investing Activities

Net cash provided by investing activities for

the three months ended March 31, 2023 of US$4.0 million was primarily due to proceeds from sale of investments of US$4.0 million, dividend

received from long-term investments of US$0.6 million, offset by the purchase of notes receivable of US$0.6 million.

Net cash used in investing activities for the

three months ended March 31, 2022 of US$6.9 million was primarily due to proceeds from sale of investments of US$1.9 million, offset

by the purchase of property and equipment of US$0.9 million, and payment of earnest deposit of US$7.8 million for the purchase of an

office premise from the shareholder.

Net cash provided by investing activities

for the six months ended June 30, 2025 of $1.5 million was primarily due to proceeds from the disposal of assets held for sale.

Net cash provided by investing activities

for the six months ended June 30, 2024 of $2.6 million was primarily due to proceeds from sale of long-term investments of $2.2 million

and proceeds from sale of convertible notes receivable of $0.4 million.

Cash Flows from Financing Activities

Net cash provided by financing activities for

the three months ended March 31, 2023 of US$3.5 million was primarily due to advances from the shareholder of US$1.7 million and proceeds

from borrowings of US$1.8 million..

Net cash used in financing activities for the

three months ended March 31, 2022 of US$14.5 million was primarily due to advances from the shareholder of US$2.9 million, offset by

the dividend distribution of US$17.4 million to the shareholder.

Net cash provided by financing activities

for the six months ended June 30, 2025 of $15.0 million was primarily due to proceeds from borrowings advanced by a related party.

Net cash provided by financing activities

for the six months ended June 30, 2024 of $8.5 million was primarily due to advances from the stockholder.

Liquidity and Going Concern

Our unaudited condensed consolidated

financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of

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

The management of the Company estimates that currently

available cash will not be able to provide sufficient funds to meet the Company’s planned obligations for the next 12 months

from the date that these unaudited condensed consolidated financial statements were made available to be issued.

For the three months ended March 31, 2023,

we reported a net loss of approximately US$12.1 million.

With a significant increase in our operating costs, described in the paragraph

below, we had an accumulated deficit of approximately US$28.5 million as of March 31, 2023.

However, coupled with its business expansion,

we reported significant sales growth with total revenue of approximately US$11.1 million for the three months ended March 31, 2023 (2022:

US$2.1 million), and resulted with an operating loss of approximately US$14.6 million (2022:

US$1.9 million).

We expect to continue our

business growth, while closely monitoring our future spending.

Our ability to continue as a going concern is

dependent on the management’s ability to successfully implement its plans.

Our management team believes that we will be able to

continue to grow our revenue base and control our expenditures.

Our unaudited condensed consolidated financial

statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation

of liabilities in the normal course of business.

The management of the Company estimates that currently available cash will not be able

to provide sufficient funds to meet the Company’s planned obligations for the next 12 months from the date that these unaudited

condensed consolidated financial statements were made available to be issued.

For the six months ended June 30, 2025, we

reported a net loss of approximately $85.3 million.

With a significant decrease in our revenues, described in the paragraph below, we

had an accumulated deficit of approximately $1,288.9 million as of June 30, 2025.

Coupled with the economic recession in Hong

Kong, we reported a sales decline with total revenue of approximately $2.3 million for the six months ended June 30, 2025, resulting

with an operating loss of approximately $73.0 million.

These circumstances give rise to substantial doubt that we will continue as a

going concern and these unaudited condensed consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Our ability to continue as a going concern

is dependent on the management’s ability to successfully implement its plans.

Our management team believes that we will be able

to continue to grow our revenue base and control our expenditures.

In parallel, our management team will continually monitor our capital

structure and operating plans and evaluate various potential funding alternatives that may be needed in order to finance our business

development activities, general and administrative expenses and growth strategy.

We intend to raise additional capital through

private placements of debt and equity securities, but there can be no assurance that these funds will be available on terms acceptable,

or will be sufficient to enable us to fully complete its development activities or sustain operations.

If we are unable to raise sufficient

additional funds, we will have to develop and implement a plan to further extend payables, reduce overhead, or scale back our current

business plan until sufficient additional capital is raised to support further operations.

There can be no assurance that such a plan

will be successful.

structure and operating plans and search for potential funding alternatives in order to finance our business development activities and

operating expenses.

These alternatives may include borrowings, raising funds through public equity or debt markets.

However, we cannot

predict the exact amount or timing of the alternatives, or guarantee those alternatives will be favorable to our stockholders.

to obtain financing when required will have a material adverse impact on our business, operation and financial result.

With these funding initiatives, our management

believes that we would be able to strengthen our financial position, improve our liquidity, and enhance our ability to navigate the challenging

market conditions.

Capital Commitments

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 CurrencyFair Limited 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 LC Healthcare Fund

— As of March 31, 2023, the remaining committed capital amount in LC Healthcare Fund I, L.P.

was $331,432.

Details of capital commitments are disclosed

in Note 17 in the accompanying unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

1 unchanged sentence

We have no guarantees or obligations other than those which arise out of normal business operations.

We have not engaged in any off-balance sheet

financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes

in financial condition, net revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Stock Repurchase Program

On April 18, 2023, our

Board of Directors approved the repurchase of 1,000,000 ordinary shares (the “2023 Share Repurchase Program”).

2023 Share Repurchase Program, we are authorized to re-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.

We have not engaged in any off-balance sheet financial

arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial

condition, net revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies, Judgements and

The preparation of financial statements in

conformity with GAAP requires us to make judgments, estimates, and assumptions in the preparation of our unaudited condensed

consolidated financial statements.

The preparation of financial statements in conformity

with GAAP requires us to make judgments, estimates, and assumptions in the preparation of our unaudited condensed consolidated financial

Actual results could differ from those estimates.

There have been no material changes to our

critical accounting policies and estimates as reported in our 2022 Annual Report.

There have been no material changes to our critical accounting policies

and estimates as reported in our 2024 Annual Report on Form 10-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

As a “smaller reporting company”

as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

As a “smaller reporting company” as

defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 2. Management’s Discussion and Analysis