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Item 2. Management’s Discussion and Analysis

2026-04-14 compared with 2026-02-17 · 331 added, 159 removed, 346 unchanged (59% of the section changed)

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 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.

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

References to our “management” or our “management team”

refer to our officers and directors.

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

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

elsewhere in this Quarterly Report.

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

statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

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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.

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

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

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

Business overview

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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.” Our revenue was $4.8 million and $7.7 million in the three months ended

March 31, 2025 and 2024.

We have incurred net losses in each year since our inception, including $53.1 million and $8.1 million for the

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

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.

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 customers.

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,

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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 ”).

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

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up a large and highly productive salesforce.

As of March 31, 2025, there were around 474 financial advisors at “Focus”, organized

into 9 sales teams.

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

As of September 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 their

In addition to the FA Business, we continued

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Results of Operations

Comparison of the Three Months Ended March 31, 2025 and 2024:

The following tables set forth our results

of operations by segments presented in U.S.

Comparison of the Three Months Ended September 30,

2025 and 2024:

The following tables set forth our results of

operations for the periods presented in U.S.

dollars (in thousands):

For the Three Months ended March

Sports streaming

Financial services

Three months ended September

Loans interest income

Recurring asset management service fees

Advertising revenue

Subscription fees and paid-per-view

Recurring asset management service

Total revenue

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Commission expense

Research and development expense

Personnel and benefit expense

Sales and marketing expenses

Research and development expenses

Personal and benefit expenses

Legal and professional fee

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Provision for allowance for expected credit losses

Other general and administrative expenses

Other general and administrative

Total operating expenses

Other income (expense)

Other income (expense), net

Interest income

Interest expense

Foreign exchange gain, net

Bad debts written-off

Sundry income

Foreign exchange (loss) gain, net

Total other income (expense), net

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Net income (loss)

Three Months ended March 31,

Three months ended September

Asset management service fees

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Commission expense

Sales and marketing expense

Research and development expense

Personnel and benefit expense

Sales and marketing expenses

Research and development expenses

Personal and benefit expenses

Legal and professional fee

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Provision for allowance for expected credit losses

General and administrative

Other general and administrative expenses

Total operating expenses

Other income (expense), net

Other income (expense)

Interest income

Interest expense

Investment loss, net

Total other expense, net

Foreign exchange gain, net

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 March 31, 2025 and 2024:

The following table summarizes the major operating

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

Three Months ended

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No income from social media and sports streaming

business segments are generated during the three months ended March 31, 2025 and 2024.

The Company generated minimal operations in these

two segments during the three months ended March 31, 2025.

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

The Company generated minimal operations in

these two segments during the three months ended September 30, 2025.

Financial services

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

Income from financial services decreased

by $2.9 million or 37.55% from $7.7 million for the three months ended March 31, 2024 to $4.8 million for the three months ended March

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

Income from financial services slightly

increased by $0.2 million or 3.97% from $5.4 million for the three months ended September 30, 2024 to $5.6 million for the three months

ended September 30, 2025.

Operating Expenses

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The commission expense related to financial

services decreased by $1.9 million, or 43.30% from $4.4 million for the three months ended March 31, 2024 to $2.5 million for the three

months ended March 31, 2025.

As a result of the decrease in revenue associated with the financial services, commission expense decreased

correspondingly.

services increased by $2.0 million, or 103.10% from $1.9 million for the three months ended September 30, 2024 to $3.9 million for the

three months ended September 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 decreased by $0.5

million or 100% from $0.5 million for the three months ended March 31, 2024 to nil for the three months ended March 31, 2025.

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

Sales and marketing expense slightly increased

by $0.04 million or 51.61% from $0.09 million for the three months ended September 30, 2024 to $0.1 million for the three months ended

September 30, 2025.

Research and Development Expense

Research and development expense increased

by $1.2 million, or 271.62% from $0.5 million for the three months ended March 31, 2024 to $1.7 million for the three months ended March

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

by $0.7 million, or 162.34% from $0.4 million for the three months ended September 30, 2024 to $1.1 million for the three months ended

September 30, 2025.

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 Expense

Personnel and benefit expenses primarily consist

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Personnel and benefit

Stock-based compensation

Share-based compensation to employees

Personnel and benefit cost increased by $2.4

million, or 72.09% from $4.5 million for the three months ended March 31, 2024 to $7.8 million for the three months ended March 31, 2025.

million, or 69.18% from $3.5 million for the three months ended September 30, 2024 to $5.9 million for the three months ended September

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 $25.6 million for the three months ended March 31, 2025, as compared to the three months ended March 31, 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

and employees increased by $9.2 million for the three months ended September 30, 2025, as compared to the three months ended September

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 Fees

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)

September 30,

in thousands)

professional fee

Legal and professional

fee, related party

Consulting fees (stock-based

Legal and professional fees decreased by $0.7

million, or 34.93%, from $1.9 million for the three months ended September 30, 2024, to $1.2 million for the three months ended September

The decrease was primarily attributable to the decrease in the US legal counsel fees incurred during the period.

Consulting fees under stock-based compensation

increased by $0.9 million or 130.93% for the three months ended September 30, 2025, as compared to the three months ended September 30,

The increase was mainly attributed 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 September 30, 2025 and 2024, the aggregated provision

for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.2 million

and $0.1 million, respectively.

Other General and Administrative Expense

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 19.53% from $1.1 million for the three months ended September 30, 2024 to $0.9 million

for the three months ended September 30, 2025.

Other Income (Expense), net

Other income (expense), net primarily consisted

of interest income, foreign exchange loss, net, and interest expense.

For the three months ended September 30, 2025,

the aggregate other expense, net increased by $3.9 million or 1,133.14% as compared to the same period in 2024.

The increase was mainly

attributable to the increase in interest expense of $2.6 million, which were mainly incurred by Triller Corp and its subsidiaries and

the increase in foreign exchange loss of $1.7 million.

Net loss increased by $18.0 million, or 190.6%

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

The increase was primarily due

to the increase in operating expenses and other expense, net in three segments.

Nine months ended September 30, 2025 vs

nine months ended September 30, 2024

Nine months ended September 30, 2025

Loans interest income

Recurring asset management service fees

Total revenue

Operating expenses

Commission expense

Sales and marketing expenses

Research and development expenses

Personal and benefit expenses

Legal and professional fee

Stock-based compensation

Office and operating fee, related party

Provision for allowance for expected credit losses

Other general and administrative expenses

Total operating expenses

Other income (expense), net

Interest income

Interest expense

Foreign exchange gain, net

Bad debts written-off

Total other income (expense), net

Income tax expense

Net income (loss)

Nine months ended September 30,

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

Foreign exchange gain, net

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 nine months ended September 30, 2025 and 2024:

Nine months ended

(US$ in thousands)

Business segment

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 nine months ended September 30, 2025 and 2024.

The Company generated minimal operations in

these two segments during the nine months ended September 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 $2.1 million or 11.46% from $18.0 million for the nine months ended September 30, 2024 to $15.9 million for the nine months ended

September 30, 2025.

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 $2.1 million, or 26.76% from $7.7 million for the nine months ended September 30, 2024 to $9.8 million for the

nine months ended September 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 expenses decreased by

$0.4 million or 65.18% from $0.6 million for the nine months ended September 30, 2024 to $0.2 million for the nine months ended September

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

Research and Development Expense

Research and development expenses increased

by $2.8 million, or 205.47% from $1.3 million for the nine months ended September 30, 2024 to $4.1 million for the nine months ended

September 30, 2025.

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

and its subsidiaries, which was

acquired on October 15, 2024.

Personnel and Benefit Expense

Nine months ended

(US$ in thousands)

Personnel and benefit

Stock-based compensation to employees

Personnel and benefit cost increased by $7.7

million, or 59.51% from $13.0 million for the nine months ended September 30, 2024 to $20.7 million for the nine months ended September

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 $48.5 million for the nine months ended September 30, 2025, as compared to the nine months ended September

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 Fees

Nine months ended

(US$ in thousands)

Legal and professional fees

Legal and professional fees, related party

Consulting fees (stock-based related)

Legal and professional fees increased by $4.9

million, or 545.76%, from $0.7 million for three months ended March 31, 2024, to $4.3 million for three months ended March 31, 2025.

million, or 136.05%, from $3.6 million for the nine months ended September 30, 2024, to $8.5 million for the nine months ended September

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

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Consulting fees under stock-based compensation

increased by $1.4 million or 633.02% for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024.

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

third party consultants.

increased by $5.0 million or 453.15% for the nine months ended September 30, 2025, as compared to the nine months ended September 30,

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

certain third party consultants.

Provision for allowance for expected credit losses

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which is recorded as a liability to offset the receivables.

For the three months ended March 31, 2025 and 2024, the aggregated provision

for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.05

million and $1.0 million, respectively.

For the nine months ended September 30, 2025 and 2024, the aggregated provision

for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.3 million

and $1.9 million, respectively.

Other General and Administrative Expenses

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The aggregate other general and administrative

expenses increased by $1.9 million, or 210.57% from $0.9 million for the three months ended March 31, 2024 to $2.7 million for the three

months ended March 31, 2025.

expenses increased by $1.4 million, or 41.59% from $3.4 million for the nine months ended September 30, 2024 to $4.9 million for the

nine months ended September 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.

its subsidiaries, which was acquired on October 15, 2024.

Other Income (Expense), net

Other income (expense), net consist of interest

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

and other current liabilities, and investment loss, net.

For the three months ended March 31, 2025

and 2024, the aggregate other expense, net increased by $8.5 million or 2,298.37%.

The increase was mainly attributable to the

increase in interest expense of $4.6 million, and bad debts written-off of $5.4 million, offset by the increase in foreign exchange gain, net of $1.1 million.

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

For the nine months ended September 30, 2025,

the aggregate other expense, net increased by $11.8 million or 250.62%.

The increase was mainly attributable to the increase in bad debts

written-off of $5.4 million and interest expense of $12.0 million, which were mainly incurred by Triller Corp and its subsidiaries.

amounts were offset by the increase in foreign exchange gain, net of $1.5 million and decrease in change in fair value of warrant liabilities

of $4.3 million.

Net loss increased by $83.8 million, or 290.42%

for the three months ended March 31, 2025, as compared to March 31, 2024.

The increase was primarily due to the sale decline and increase

in operating expenses of $33.7 million and increase in other expense, net of $8.5 million.

for the nine months ended September 30, 2025, as compared to the same period in 2024.

The increase was primarily due to the increase

in operating expenses and total other expense, net in three segments.

Liquidity and Capital Resources

1 unchanged sentence

We have a history of operating losses and

negative operating cash flows.

For the three months ended March 31, 2025, we reported a net loss of $53.1 million and reported a negative

operating cash flow of $16.2 million.

As of March 31, 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

negative cash flow.

For the nine months ended September 30, 2025, we reported a net loss of $112.6 million and reported a negative operating

cash flow of $22.1 million.

As of September 30, 2025, our cash balance was $2.9 million for working capital use.

Our management estimates

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

Our ability to continue as a going concern

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markets going forward.

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

from the outcome of these uncertainties.

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

that might result from the outcome of these uncertainties.

Future Liquidity

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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 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.

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

However, these forecasts involve

risks and uncertainties, and actual results could vary materially.

Our 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.

4 unchanged sentences

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

equity or debt financing.

equity or debt financings.

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

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

As of March 31, 2025, we had cash and cash

equivalents totaling $2.1 million, and $12.8 million in restricted cash.

As of September 30, 2025, we had cash and

cash equivalents totaling $2.9 million, and $11.5 million in restricted cash.

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

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

Comparison of the three months ended

March 31, 2025 and 2024

Comparison of the nine months ended September

30, 2025 and 2024

The following table summarizes our cash flows

for the periods presented:

Three months ended

Nine months ended

(US$ in thousands)

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Restricted cash – fund held in escrow

The following table sets forth a summary of our

working capital:

September 30,

(US$ in thousands)

Total Current Assets

Total Current Liabilities

Working Capital Deficit

The working capital deficit as of March

31, 2025 and December 31, 2024 was amounted to approximately $294.3 million and $271.6 million, respectively, an increase of $22.7

million or 8.36%.

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

and its subsidiaries, which completed on October 15, 2024.

Working Capital Deficit

The working capital deficit as of September

30, 2025 and December 31, 2024 was amounted to approximately $323.4 million and $271.6 million, respectively, an increase of $51.8 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

$16.2 million and $6.9 million for the three months ended March 31, 2025 and 2024, respectively.

$22.1 million and $20.7 million for the nine months ended September 30, 2025 and 2024, respectively.

Net cash used in operating activities for

the three months ended March 31, 2025 was primarily the result of the net loss of $53.1 million, decrease in escrow liabilities of

$1.4 million, decrease in operating lease liabilities of $0.5 million, increase in accounts receivable of $1.5 million, increase in

loans receivable of $1.3 million, and increase in deposits, prepayments, and other receivables of $0.2 million.

These amounts were

partially offset by the increase in accounts payable and other current liabilities of $3.0 million, increase in other current

liabilities, related parties of $0.6 million, and non-cash adjustments consisting of stock-based compensation expense of $28.8

million, interest income on loans receivable of $0.2 million, interest expense on borrowings of $4.8 million, net foreign exchange

gain of $1.1 million, and bad debts written-off of $5.4 million.

the nine months ended September 30, 2025 was primarily the result of the net loss of $112.6 million, decrease in escrow liabilities of

$2.7 million, decrease in operating lease liabilities of $1.4 million, increase in accounts receivable of $1.4 million and increase in

loans receivables of $0.3 million.

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

of $14.7 million, increase in other current liabilities, related parties of $3.4 million, and non-cash adjustments consisting of stock-based

compensation expense of $60.2 million, interest expense on borrowings of $13.7 million, net foreign exchange gain of $2.3 million, bad

debts written-off of $5.4 million, and provision for allowance for expected credit losses of $0.3 million.

Net cash used in operating activities for

the three months ended March 31, 2024 was primarily the result of the net loss of $8.1 million, an increase in deposits, prepayments,

the nine months ended September 30, 2024 was primarily the result of the net loss of $28.8 million, increase in deposits, prepayments,

and others receivable of $0.6 million, decrease in accounts payable and other current liabilities of $2.3 million, decrease in escrow

liabilities of $3.2 million, decrease in lease liabilities of $1.5 million and decrease in income tax payable of $0.1 million.

amounts were partially offset by the decrease in accounts receivable of $1.2 million, and non-cash adjustments consisting of stock-based

compensation expense of $1.7 million, lease expense of $0.6 million, depreciation and amortization of $0.02 million, interest income

on notes receivable of $0.01 million, interest expense on borrowings of $0.2 million, net foreign exchange loss of $0.2 million, net

investment loss of US$0.04 million, and allowance for expected credit losses of $1.0 million.

amounts were partially offset by the decrease in accounts receivable of $0.7 million, loans receivable of $0.05 million, and non-cash

adjustments consisting of stock-based compensation expense of $6.4 million, lease expense of $1.9 million, depreciation of property and

equipment of $0.07 million, interest income of $0.4

million, interest expense on convertible promissory notes payable of $1.1 million, interest expense on borrowings of $0.6 million, net

foreign exchange gain of $0.8 million, provision for allowance for expected credit losses of $1.9 million, and change in fair value of

warrant liabilities of $4.3 million.

Cash Flows from Investing Activities

Net cash provided by investing activities

for the three months ended March 31, 2025 of $1.5 million was primarily due to proceeds from the disposal of assets held for sale.

for the nine months ended September 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 three months ended March 31, 2024 of $2.2 million was primarily due to proceeds from sale of long-term investments and proceeds

from disposal of property and equipment.

for the nine months ended September 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, 2025 of $11.7 million was primarily due to proceeds from borrowings advanced by a related party.

Net cash provided by financing activities for the three months ended

March 31, 2024 of $3.5 million was primarily due to advances from the stockholder.

for the nine months ended September 30, 2025 of $17.6 million was primarily due to proceeds from borrowings of $19.6 million which advanced

by a related party and offset by the repayments of borrowings of $2.0 million.

Net cash provided by financing activities

for the nine months ended September 30, 2024 of $18.3 million was primarily due to advances from the stockholder of $15.6 million and

proceeds from convertible debts of $23.4 million, offset by issuance of promissory notes to Triller LLC of $20.0 million and repayment

of borrowings of $0.8 million.

Liquidity and Going Concern

5 unchanged sentences

condensed consolidated financial statements were made available to be issued.

For the three months ended March 31, 2025, we reported a net loss of

approximately $53.1 million.

With a significant decrease in our revenues, described in the paragraph below, we had an accumulated deficit

of approximately $1,256.7 million as of March 31, 2025.

However, coupled with the economic recession

in Hong Kong, we reported a sales decline with total revenue of approximately $4.8 million for the three months ended March 31, 2025,

resulting with an operating loss of approximately $44.2 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.

For the nine months ended September 30, 2025,

we reported a net loss of approximately $112.6 million.

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

we had an accumulated deficit of approximately $1,316.3 million as of September 30, 2025.

Coupled with the economic recession in Hong

Kong, we reported a sales decline with total revenue of approximately $2.1 million for the nine months ended September 30, 2025, resulting

with an operating loss of approximately $72.0 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

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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.

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

4 unchanged sentences

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.

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.

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