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Item 1. Business

2026-04-14 compared with 2026-01-26 · 989 added, 935 removed, 29 unchanged (99% of the section changed)

are a global, artificial intelligence (“ AI ”) powered technology platform (“ Technology Platform ”)

that serves a broad constituency of Creators and Brands around the world.

“ Creators ” include influencers, artists,

athletes, other individuals and public figures that utilize or have utilized our Technology Platform to create and publish content.

famous Creators use our Technology Platform, including influencers like Charli D’Amelio and Bryce Hall and music artists like The

“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.

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, TrillerTV and BKFC (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 above.

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.

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.” Our revenue was $27.5 million and $54.2 million in the fiscal years ended

December 31, 2024 and 2023.

We have incurred net losses in each year since our inception, including $1,138.0 million and $49.2 million

for the fiscal years ended December 31, 2024 and 2023, respectively.

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.

addition to operating our Technology Platform, we currently operate in four market-leading businesses:

our Platform Business, Distribution

Business, Healthcare Business, and Fintech Business.

2019, we have implemented a strategy to expand and upgrade our long-standing broker-dealer business into a platform business and a distribution

Today, we 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 ”).

also have a market leadership in our healthcare business through our 4% stake in and a strategic partnership with HCMPS.

the most reputed healthcare brands in Hong Kong.

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, TrillerTV and BKFC (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 above.

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.

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.

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 $21.6 million and $27.5 million in the fiscal years ended December

31, 2025 and 2024.

We have incurred net losses in each year since our inception, including $174.5 million and $1,138.0 million for the

fiscal years ended December 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 customers.

In addition to operating our Technology Platform,

we currently operate in four market-leading businesses:

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

Since 2019, we have implemented a strategy to

expand and upgrade our long-standing broker-dealer business into a platform business and a distribution business.

Today, we 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.

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.

November 14, 2022, AGBA Acquisition Limited, or AAL, a British Virgin Islands’ company and a special purpose acquisition company,

consummated a series of transactions contemplated by the Business Combination Agreement.

the Closing of Business Combination :

(i) AAL became, through an acquisition merger, the 100% owner of the issued and outstanding

securities of each of TAG International Limited, TAG Asia Capital Holdings Limited, and their collective subsidiaries;

governing documents of AAL were amended and restated, becoming the Fifth Amended and Restated Memorandum and Articles of Association;

(iii) the number of AAL’s authorized ordinary shares was increased from 100 million to 200 million, and (iv) AAL’s

name changed from “ AGBA Acquisition Limited ” to “ AGBA Group Inc.

” which we sometimes also refer

to, post-Business Combination, as “AGBA” or the “Group.”

(“ ILLR ”, “ Triller Group ”, or the “ Company ”) (formerly AGBA Group

Holding Limited (“ AGBA ”)) was incorporated in the State of Delaware on October 15, 2024, so as to redomicile AGBA’s

legal jurisdiction from British Virgin Islands to the State of Delaware.

October 15, 2024, the Company consummated the merger transaction with Triller Corp., a Delaware corporation (“ Triller ”),

pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024, as amended (the “ Merger

Agreement ”), by and between AGBA, its wholly owned subsidiary AGBA Social Inc.

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.

On November 14, 2022, AGBA Acquisition Limited,

or AAL, a British Virgin Islands’ company and a special purpose acquisition company, consummated a series of transactions contemplated

by the Business Combination Agreement.

Upon the Closing of Business Combination :

became, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of TAG International Limited, TAG

Asia Capital Holdings Limited, and their collective subsidiaries;

(ii) the governing documents of AAL were amended and restated,

becoming the Fifth Amended and Restated Memorandum and Articles of Association;

(iii) the number of AAL’s authorized ordinary

shares was increased from 100 million to 200 million, and (iv) AAL’s name changed from “ AGBA Acquisition

Limited ” to “ AGBA Group Inc.

” which we sometimes also refer to, post-Business Combination, as “AGBA”

or the “Group.”

Triller Group Inc.

“ Triller Group ”, or the “ Company ”) (formerly AGBA Group Holding Limited (“ AGBA ”))

was incorporated in the State of Delaware on October 15, 2024, so as to redomicile AGBA’s legal jurisdiction from British Virgin

Islands to the State of Delaware.

On October 15, 2024, the Company consummated the

merger transaction with Triller Corp., a Delaware corporation (“ Triller ”), pursuant to that certain Amended and Restated

Agreement and Plan of Merger, dated as of August 30, 2024, as amended (the “ Merger Agreement ”), by and between AGBA,

its wholly owned subsidiary AGBA Social Inc.

(“ Merger Sub ”), Triller Corp.

and Bobby Sarnevesht, as sole representative of the Triller Corp.

and Bobby Sarnevesht, as sole representative

of the Triller Corp.

stockholders.

Platform Business is a one-stop financial supermarket with a breadth of products and services, sourced from leading global product providers,

that is unrivaled in Hong Kong.

operate under the “ OnePlatform ” brand, offering a full-service platform to banks, other financial institutions, family

offices, brokers, and individual independent financial advisors to advise and serve their retail clients.

Our technology-enabled platform

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

and real estate agency.

Platform business, through B2B 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.

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.

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.

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.

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.

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.

OnePlatform brand currently covers 80 insurance providers selling 1,237 products, and 48 asset management fund houses with over 930 products.

Distribution Business currently operates as a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary

in Hong Kong, providing financial planning and wealth management services to institutional and individual customers with its team

of over 1,500 independent financial advisors.

The Distribution Business is regulated by the Hong Kong Insurance Authority and the

Mandatory Provident Fund Schemes Authority.

Distribution Business’s main sources of income are sales commission and service fee income from its infrastructure support platform.

It recognizes commission income from the insurance providers based on the sale of insurance products at predetermined insurance premium

rates according to the types of products sold.

financial advisors, organized under two brands of “AGBA focus” and “AGBA perform”, are the primary distribution

channels for the Distribution Business.

These channels are positioned to match individuals’ financial needs with an appropriate

choice of insurance products.

They target to bring additional revenue for the Distribution Business by serving as a “matching platform”

between insurance companies and consumers.

Marketing activities of the Distribution Business include sales campaigns and invitations

to corporate events, at which new customers are mainly solicited through direct conversation or meetings between financial advisors and

retail customers.

of December 31, 2024, we currently work with 522 independent financial advisors.

own a 4% minority shareholding in HCMPS Healthcare Holdings Limited (“HCMPS”), one of the leading healthcare management organizations

in Hong Kong.

The Company, through one of its subsidiaries, holds 4% stake in and a strategic partnership with HCMPS.

in 1979 and currently operating under the Dr.

Jones Fok & Associates Medical Scheme Management Limited (“JFA”)

brand, JFA is one of the most reputed healthcare brands in Hong Kong.

It has a network of over 700 healthcare service providers — providing

healthcare schemes for more than 120 corporate clients with over 300,000 scheme members.

JFA’s clients include blue chip companies

from various industry and leading insurers.

Platform Business

The Platform Business is a one-stop financial

supermarket with a breadth of products and services, sourced from leading global product providers, that is unrivaled in Hong Kong.

We operate under the “ OnePlatform ”

brand, offering a full-service platform to banks, other financial institutions, family offices, brokers, and individual independent financial

advisors to advise and serve their retail clients.

Our technology-enabled platform offers a wide range of financial products, covering

life insurance, pensions, property-casualty insurance, mutual funds, money lending and real estate agency.

The Platform business, through B2B 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.

The OnePlatform brand currently covers 80 insurance

providers selling 1,237 products, and 48 asset management fund houses with over 930 products.

Distribution Business

The Distribution Business currently operates as

a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary in Hong Kong, providing financial planning

and wealth management services to institutional and individual customers with its team of over 1,500 independent financial advisors.

Distribution Business is regulated by the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority.

The Distribution Business’s main sources

of income are sales commission and service fee income from its infrastructure support platform.

It recognizes commission income from the

insurance providers based on the sale of insurance products at predetermined insurance premium rates according to the types of products

The financial advisors, organized under two brands

of “AGBA focus” and “AGBA perform”, are the primary distribution channels for the Distribution Business.

channels are positioned to match individuals’ financial needs with an appropriate choice of insurance products.

They target to bring

additional revenue for the Distribution Business by serving as a “matching platform” between insurance companies and consumers.

Marketing activities of the Distribution Business include sales campaigns and invitations to corporate events, at which new customers

are mainly solicited through direct conversation or meetings between financial advisors and retail customers.

As of December 31, 2025, we worked with 338 independent financial advisors.

Healthcare Business

We own a 4% minority shareholding in HCMPS Healthcare

Holdings Limited (“HCMPS”), one of the leading healthcare management organizations in Hong Kong.

The Company, through

one of its subsidiaries, holds 4% stake in and a strategic partnership with HCMPS.

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 a network of over 700 healthcare service providers — providing healthcare

schemes for more than 120 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 85 clinics.

has a long-standing track record of operating as a low-cost, high efficiency operation.

It offers vast untapped opportunities for the

Group, both in revenue growth and cross-selling.

manages an ensemble of financial technology (fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA

Group Limited (formerly known as Tandem Money Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform

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

portfolio companies in which Fintech has invested remain growth stage businesses with modest revenues, and none has yet reached the operational

breakeven point.

Therefore, the business case for all these companies relies on transformations in scale, product offering, and/or geographic

scope to drive future value creation.

Fintech intends to maximize the strategic fit between these portfolio companies and the companies

forming part of the OnePlatform brand to drive additional value capture.

management team has strived to establish the business as a leading name in the fintech investment sector.

business aims to create value on three fronts:

Building long-term fintech

franchises in Hong Kong using business models, operations, and technologies tested in more mature markets;

Supporting and capturing

synergies with OnePlatform and its other business segments;

Realizing financial returns

from its fintech investments.

Money Limited (“ Tandem ”) is a UK based “challenger” bank which focuses on lending growth with high risk-adjusted yields.

It operates a “digital deposit” strategy to continue funding its growth, which is known as a “neobank” strategy.

Founded in 2013, Tandem provides an app-based retail bank service for its customers.

Through its app, customers can access retail

banking services comprising deposits, mortgages, loans and credit cards.

Tandem also leverages digital wealth management to cross-sell and

offers value-added services such as cash management across bank accounts, savings, debt management, and financial planning.

to the Investment in Tandem

Technologies Limited (“ TAG Technologies ”) first invested in 2018 with Tandem still positioned as a neobank focused

on digital and analytics to generate user and deposit growth.

The initial investment was by way of a subscription agreement with Tandem,

pursuant to which TAG Technologies agreed to subscribe for and Tandem agreed to issue 11,259,740 ordinary B shares in Tandem for a consideration

of £15 million.

The consideration was determined by the parties after arm’s length negotiations taking into account

(i) the unaudited consolidated net asset value of Tandem as at September 30, 2018, which was approximately £55.7 million,

and (ii) the potential in the future business development of Tandem.

believed that Tandem’s strategy in 2020 was predicated on a clear asset pivot to grow consumer loans in attractive categories such

as home improvement and specialty mortgages.

In April 2020, TAG Technologies entered into a further subscription agreement with

Tandem, pursuant to which TAG Technologies agreed to subscribe for and Tandem agreed to issue 49,476,049 ordinary B shares in Tandem

for a consideration of £10 million.

The consideration was determined by the parties after arm’s length negotiations

taking into account (i) the unaudited consolidated net asset value of Tandem as of October 31, 2019, which was approximately

£44.9 million, and (ii) the potential in Tandem’s future business development.

JFA has a long-standing track record of operating

as a low-cost, high efficiency operation.

It offers vast untapped opportunities for the Group, both in revenue growth and cross-selling.

FinTech Business

Fintech Investments

Fintech manages an ensemble of financial technology

(fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA Group Limited (formerly known as Tandem Money

Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform with a broad spectrum of services and value-added information

in health, insurance, investments and social sharing.

The portfolio companies in which Fintech has invested

remain growth stage businesses with modest revenues, and none has yet reached the operational breakeven point.

Therefore, the business

case for all these companies relies on transformations in scale, product offering, and/or geographic scope to drive future value creation.

Fintech intends to maximize the strategic fit between these portfolio companies and the companies forming part of the OnePlatform brand

to drive additional value capture.

Fintech’s management team has strived to

establish the business as a leading name in the fintech investment sector.

Fintech’s business aims to create value

on three fronts:

long-term fintech franchises in Hong Kong using business models, operations, and technologies tested in more mature markets;

Supporting and capturing synergies with OnePlatform and its other business segments;

Realizing financial returns from its fintech investments.

Tandem Money Limited (“ Tandem ”)

is a UK based “challenger” bank which focuses on lending growth with high risk-adjusted yields.

It operates a “digital

deposit” strategy to continue funding its growth, which is known as a “neobank” strategy.

Founded in 2013, Tandem provides

an app-based retail bank service for its customers.

Through its app, customers can access retail banking services comprising deposits,

mortgages, loans and credit cards.

Tandem also leverages digital wealth management to cross-sell and offers value-added services

such as cash management across bank accounts, savings, debt management, and financial planning.

Background to the Investment in Tandem

TAG Technologies Limited (“ TAG Technologies ”)

first invested in 2018 with Tandem still positioned as a neobank focused on digital and analytics to generate user and deposit growth.

The initial investment was by way of a subscription agreement with Tandem, pursuant to which TAG Technologies agreed to subscribe for

and Tandem agreed to issue 11,259,740 ordinary B shares in Tandem for a consideration of £15 million.

The consideration was

determined by the parties after arm’s length negotiations taking into account (i) the unaudited consolidated net asset value

of Tandem as at September 30, 2018, which was approximately £55.7 million, and (ii) the potential in the future business

development of Tandem.

We believed that Tandem’s strategy in 2020

was predicated on a clear asset pivot to grow consumer loans in attractive categories such as home improvement and specialty mortgages.

In April 2020, TAG Technologies entered into a further subscription agreement with Tandem, pursuant to which TAG Technologies agreed

to subscribe for and Tandem agreed to issue 49,476,049 ordinary B shares in Tandem for a consideration of £10 million.

consideration was determined by the parties after arm’s length negotiations taking into account (i) the unaudited consolidated

net asset value of Tandem as of October 31, 2019, which was approximately £44.9 million, and (ii) the potential in

Tandem’s future business development.

In June and August 2021, TAG Technologies

1 unchanged sentence

of approximately US$2.9 million (equivalent to approximately £2.1 million).

We currently owns 4.49% equity interest in

Purchase and Knowledge Transfer Agreement

connection with the April 2020 investment, Tandem, AGBA Group Limited (“ AGBA Group ”) and TAG Technologies entered

into a Share Purchase and Knowledge Transfer Agreement pursuant to which, among other things, TAG Technologies purchased the entire issued

share capital of AGBA Group, and Tandem undertook to provide certain knowledge transfer services to TAG Technologies and its affiliates.

Pursuant to the Share Purchase and Knowledge Transfer Agreement, Tandem also granted a license in certain Tandem proprietary software

and other licensed materials to be made available to TAG Technologies and its affiliates during the “knowledge transfer period”,

which ends on the earlier of the date six months after Tandem completes a migration of its systems to a new platform, and April 2,

For as long as TAG Technologies is a shareholder of Tandem, each member of AGBA is granted a license to use the name “Tandem”

and any registered logo or trademark used by Tandem for a period of five years.

this investment we gained access to certain of Tandem’s technology and digital platform assets and knowledge transfer.

provide significant costs savings for system developments such as data platforms and the core banking platform, driven by the ability

to leverage Tandem’s assets and “test and learn” experience to accelerate development of the Fintech business.

Potential Growth

the increasing use of online platforms in the financial sector, our management believed that Tandem, with its technology know-how in

the consumer finance industry, has significant market potential to become a leading online retail bank for the mass market.

The investment

in Tandem is also part of our wider strategy to launch digital services in Hong Kong and elsewhere, and Tandem is expected to be

a key technology partner.

is an online peer-to-peer currency exchange marketplace.

TAG Technologies first invested into CurrencyFair in 2018, through an investment

of approximately €6,000,000 and the merger of AGBA’s then existing payments business with CurrencyFair.

Since then, CurrencyFair

has continued to grow its consumer money transfer business focused on white-collar expat customers transferring money between selected

European and Australian corridors.

CurrencyFair is now a global money transfer member organization that has exchanged more than €10 billion,

with offices located in Ireland, UK, Singapore, Hong Kong and Australia.

We believe that CurrencyFair’s scaling plan relies

on expanding its consumer-to-consumer (C2C) business to new US and Asia corridors, while acquiring small and medium enterprise (SME)

customers directly and through an enterprise sales model handling primarily Chinese merchant payments for cross-border e-commerce marketplaces.

Revenue growth depends on how successfully CurrencyFair scales transfer volumes in new C2C corridors and new SME businesses based on

proposition development and customer acquisition execution.

intend to work closely with CurrencyFair as it builds out its Asian franchise, and intends to offer CurrencyFair’s unique currency

marketplace to our customers in Hong Kong as well as introducing enhanced Asian currency services to CurrencyFair’s international

We intend for CurrencyFair’s domain expertise, technology, and operational experience to be leveraged as part of a wider

strategy to improve our services to assist customers to manage their finances.

2021, CurrencyFair merged with Australia-based Assembly Payments Limited, whose platform automates complex payment workflows.

the merger, the business re-branded to “Zai”, with CurrencyFair as Zai’s consumer brand.

March 18, 2022, we entered into a sale and purchase agreement with the stockholder to acquire 4,158,963 shares of CurrencyFair

for a cash consideration of US$7.84 million.

The transaction closed in April 2022, resulting in the ownership of 8.37% equity

interest in CurrencyFair.

is a fashion media platform based in Hong Kong with over one million high-end fashion shoppers.

Its digital marketing arm matches

key opinion leaders (KOLs) with marketers and brands for lead generation, launching and monetizing marketing campaigns.

own a 3.63% equity interest in Goxip.

We currently own 4.30% equity interest in

Share Purchase and Knowledge Transfer Agreement

In connection with the April 2020 investment,

Tandem, AGBA Group Limited (“ AGBA Group ”) and TAG Technologies entered into a Share Purchase and Knowledge Transfer

Agreement pursuant to which, among other things, TAG Technologies purchased the entire issued share capital of AGBA Group, and Tandem

undertook to provide certain knowledge transfer services to TAG Technologies and its affiliates.

Pursuant to the Share Purchase and Knowledge

Transfer Agreement, Tandem also granted a license in certain Tandem proprietary software and other licensed materials to be made available

to TAG Technologies and its affiliates during the “knowledge transfer period”, which ends on the earlier of the date six months

after Tandem completes a migration of its systems to a new platform, and April 2, 2023.

For as long as TAG Technologies is a shareholder

of Tandem, each member of AGBA is granted a license to use the name “Tandem” and any registered logo or trademark used by

Tandem for a period of five years.

Through this investment we gained access to certain

of Tandem’s technology and digital platform assets and knowledge transfer.

These assets provide significant costs savings for system

developments such as data platforms and the core banking platform, driven by the ability to leverage Tandem’s assets and “test

and learn” experience to accelerate development of the Fintech business.

Tandem’s Potential Growth

With the increasing use of online platforms in

the financial sector, our management believed that Tandem, with its technology know-how in the consumer finance industry, has significant

market potential to become a leading online retail bank for the mass market.

The investment in Tandem is also part of our wider strategy

to launch digital services in Hong Kong and elsewhere, and Tandem is expected to be a key technology partner.

2) CurrencyFair

CurrencyFair is an online peer-to-peer currency

exchange marketplace.

TAG Technologies first invested into CurrencyFair in 2018, through an investment of approximately €6,000,000

and the merger of AGBA’s then existing payments business with CurrencyFair.

Since then, CurrencyFair has continued to grow its consumer

money transfer business focused on white-collar expat customers transferring money between selected European and Australian corridors.

CurrencyFair is now a global money transfer member organization that has exchanged more than €10 billion, with offices located

in Ireland, UK, Singapore, Hong Kong and Australia.

We believe that CurrencyFair’s scaling plan relies on expanding its consumer-to-consumer (C2C)

business to new US and Asia corridors, while acquiring small and medium enterprise (SME) customers directly and through an enterprise

sales model handling primarily Chinese merchant payments for cross-border e-commerce marketplaces.

Revenue growth depends on

how successfully CurrencyFair scales transfer volumes in new C2C corridors and new SME businesses based on proposition development and

customer acquisition execution.

We intend to work closely with CurrencyFair as

it builds out its Asian franchise, and intends to offer CurrencyFair’s unique currency marketplace to our customers in Hong Kong

as well as introducing enhanced Asian currency services to CurrencyFair’s international customers.

We intend for CurrencyFair’s

domain expertise, technology, and operational experience to be leveraged as part of a wider strategy to improve our services to assist

customers to manage their finances.

In 2021, CurrencyFair merged with Australia-based Assembly

Payments Limited, whose platform automates complex payment workflows.

Following the merger, the business re-branded to “Zai”,

with CurrencyFair as Zai’s consumer brand.

On March 18, 2022, we entered into a sale

and purchase agreement with the stockholder to acquire 4,158,963 shares of CurrencyFair for a cash consideration of US$7.84 million.

The transaction closed in April 2022, resulting in the ownership of 9.98% equity interest in CurrencyFair.

Goxip is a fashion media platform based in Hong Kong

with over one million high-end fashion shoppers.

Its digital marketing arm matches key opinion leaders (KOLs) with marketers and

brands for lead generation, launching and monetizing marketing campaigns.

We currently own a 3.30% equity interest in Goxip.

4) HCMPS Healthcare Holdings Limited

Healthcare Holdings Limited (“HCMPS”) is a healthcare management organization based in Hong Kong.

Founded in 1979, it

has over 700 network service branches providing healthcare schemes for more than 120 corporate clients with over 300,000 scheme members.

HCMPS 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.

HCMPS Healthcare Holdings Limited (“HCMPS”)

is a healthcare management organization based in Hong Kong.

Founded in 1979, it has over 700 network service branches providing healthcare

schemes for more than 120 corporate clients with over 300,000 scheme members.

HCMPS offers its patients a full range of medical services,

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

we currently own a 4.00% equity interest in HCMPS.

primarily operate in the North American digital media and live entertainment industries and offer diverse products and services that

compete for consumers’ time and disposable income.

The rise of streaming, increased legalization of sports betting, increased competition

from tech entrants, and continued viewership appeal attribute to the projected growth of live sports and digital media.

This growth has

also benefited from long-term shifts in consumer behavior, particularly in millennials, who continue to seek more interactive experiences

that they can document and broadcast through social media.

The film industry is also benefitting from growth in digital home viewing

and premium movie-going experiences.

top-earning musicians generated more of their income from touring than from any other source, according to Billboard.

Our portfolio of

content is well positioned to take advantage of this trend.

Our success depends on our ability to offer premium content through popular

channels of distribution that meet the changing preferences of the broad consumer market and respond to competition from an expanding

array of choices facilitated by technological developments in the delivery of digital content.

Potential risks to our expansion into

digital media include costs to curate and produce Events, as well as shifting customer preferences.

believe our Technology Platform is at the crossroads of the entertainment, sports, and content ecosystem, and is highly responsive to

changing consumer preferences and industry trends.

We have the ability to create, procure and cultivate satisfying consumer content,

leveraging the secular trends identified above.

market includes the global e-commerce market.

A primary growth driver for global e-commerce marketing spend has been the dramatic shift

away from traditional brick-and-mortar commerce to e-commerce due to the COVID-19 pandemic, and is expected to expand due to the convenience

of online shopping and returns.

To capitalize on this growth and generate revenue, we will have to continue to innovate and offer marketers

a set of capabilities across our Technology Platform that cannot be easily replicated elsewhere.

Spend (Film & TV) Industry

market includes linear and digital media distributors.

According to Ampere Analysis, subscription OTT services increased investment in

content by 20% in 2021 to nearly $50 billion representing a growth of over 50% as compared to 2019.

To capitalize on this growth and

generate revenue, streaming services are both investing in original content and acquiring licensed content.

We are well positioned to

capitalize on this increasing spend through our customer traction with major movie studios, streaming platforms and content owners around

(Sporting Events, Concerts & Performing Arts)

events, concerts, and performing arts are core to our live Events, entertainment properties and experiences operations.

Our market constituents

primarily include retail consumers, sponsors and corporate customers.

The events ticket market has the potential to grow by $14.9 billion

during 2023 to 2027 and is expected to experience a CAGR of 4.5%, according to the recent Statista report Event Tickets — Worldwide.

This growth is expected to be driven by the expected increasing use of mobile apps for booking tickets.

The global sporting events segment,

representing the largest segment of the global ticketing segment, is expected to reach $33.7 billion in 2024 and to grow at a CAGR of

2.95% from 2024 to 2028, reaching $37.94 billion by 2028.

3.91% to $37.16 billion by 2027, largely driven by the increasing popularity

of sports and rising consumer preferences for in-person events.

While less substantial than sports, the performing arts ticket segment

reached $9 billion in 2019 and is expected to grow at a CAGR of 4% to $11 billion in 2024, driven by growing demand for live art performances.

Technology and Related E-Commerce Services

believe proliferation trends in the digital content streaming market present an opportunity for streaming infrastructure providers capable

of delivering an end-to-end solution for Creators and media rights owners who desire to launch their own content streaming services,

and monetize their user bases in new ways, without incurring the significant costs inherent in developing underlying technology.

recent private company transactions in the space are an indication that the market is both underserved and ripe for further expansion.

For example, in November 2022 Disney, then the majority equity owner of BAMtech Media (now Disney Streaming Services), a streaming infrastructure

provider whose technology serves as the core streaming, account management and billing platform for Disney+, ESPN+ and Hulu, purchased

all outstanding minority interests of BAMtech Media in a transaction that valued the company at $6 billion.

Similarly, a November 2022

private equity investment led by General Atlantic in streaming infrastructure services provider Amagi valued the company at $1.4 billion.

We have invested and expect to continue to invest in our streaming technology and infrastructure, including developing new ways for Creators

and media rights owners to leverage user profiles and preferences and drive monetization through advertising, pay-per-view, subscription-based

offerings and related e-commerce transactions.

to Citigroup’s Metaverse and Money report published in March 2022, “the total addressable market for the Metaverse could

be between $8 trillion and $13 trillion by 2030, with total Metaverse users numbering around 5 billion.” We believe that by investing

in our Metaverz ecosystem now, while the industry is still nascent, will provide us with a lasting competitive advantage and allow us

to shape consumer expectations.

Rights Expenditure

on media rights continues to be a significant component of revenues in the sports industry, with rights values appreciating consistently

over the past decade.

Market constituents include linear and digital distributors, which acquire sports media rights and broadcast sports

In 2021, the value of global sports media rights totaled $55.1 billion, a 1.15% increase from the previous year, according to

Sports Business Consulting’s Global Media Report 2022.

According to the Business Research Company’s report, the global sports

market as a whole is expected to reach $512 billion in 2023 and grow at a CAGR of 5.2% from 2022.

The rise of streaming, increased legalization

of sports betting, increased competition from tech entrants, and continued viewership appeal attribute to the projected growth on the

rights price tags.

The contract values underpinning industry revenues are locked-in long-term, offering a high degree of visibility.

and Licensing

market constituents include corporate clients seeking brand marketing or IP owners looking to license their Brands.

According to Licensing

International’s survey, global sales revenue generated from licensed merchandise and services grew to 340.8 billion in 2022, reflecting

an 8.02% increase over the $315.5 billion generated in 2021.

The entertainment/character sector remains the leading market share category,

accounting for $138.1 billion, or 40.5% of the total global licensing market.

The second largest sector was corporate Brands with $87.6

billion (25.7%).

Sports licensing, in third place, totaled $37.3 billion with an 11% share.

Advertising and Marketing Automation

digital ad market is expected to surpass $300 billion by 2025, according to a 2022 report by Insider Intelligence Inc.

For 2023, ad spending

across 16 media platforms is forecasted to reach $165.7 billion, according to BIA Advisory Services.

Roughly half of the ad spending

is anticipated to be focused on digital media, wherein $33.5 billion is anticipated to go to mobile ad spending for smartphones.

Additionally,

marketing technology and marketing automation are a growing trend.

51% of companies are currently using marketing automation and 58%

of B2B companies plan to adopt such technology.

According to Sales Fusion, 77% of business owners had an increase in conversion after

using marketing automation software.

Key trends in marketing automation for 2022 include personalized email automation, social media

marketing automation, chatbots, and ML and AI.

and Artificial Intelligence Marketing

marketing allows businesses to reach consumers directly through their phones.

In 2022, there were 7.3 billion mobile phone users globally

and 6.9 billion smartphone users, accounting for 86.3% of the world’s population.

83% of consumers receive text messages from companies.

Click through rates for SMS marketing is 36% (as compared to 2% for email marketing messages).

In 2022, global SMS marketing market was

approximately $64.4 billion and is expected to grow to $84.9 billion by 2027.

AI technology can be used in SMS marketing and more broadly

across the technology marketing sphere.

The global AI market was estimated to be worth $86.9 billion in 2022 and is expected to reach

Triller’s Business

We primarily operate in the North American digital

media and live entertainment industries and offer diverse products and services that compete for consumers’ time and disposable

The rise of streaming, increased legalization of sports betting, increased competition from tech entrants, and continued viewership

appeal attribute to the projected growth of live sports and digital media.

This growth has also benefited from long-term shifts in consumer

behavior, particularly in millennials, who continue to seek more interactive experiences that they can document and broadcast through

social media.

The film industry is also benefitting from growth in digital home viewing and premium movie-going experiences.

The top-earning musicians generated more of their

income from touring than from any other source, according to Billboard.

Our portfolio of content is well positioned to take advantage

of this trend.

Our success depends on our ability to offer premium content through popular channels of distribution that meet the changing

preferences of the broad consumer market and respond to competition from an expanding array of choices facilitated by technological developments

in the delivery of digital content.

Potential risks to our expansion into digital media include costs to curate and produce Events, as

well as shifting customer preferences.

We believe our Technology Platform is at the crossroads

of the entertainment, sports, and content ecosystem, and is highly responsive to changing consumer preferences and industry trends.

have the ability to create, procure and cultivate satisfying consumer content, leveraging the secular trends identified above.

E-Commerce Industry

Our market includes the global e-commerce market.

A primary growth driver for global e-commerce marketing spend has been the dramatic shift away from traditional brick-and-mortar commerce

to e-commerce due to the COVID-19 pandemic, and is expected to expand due to the convenience of online shopping and returns.

To capitalize

on this growth and generate revenue, we will have to continue to innovate and offer marketers a set of capabilities across our Technology

Platform that cannot be easily replicated elsewhere.

Content Spend (Film & TV) Industry

Our market includes linear and digital media distributors.

According to Ampere Analysis, subscription OTT services increased investment in content by 20% in 2021 to nearly $50 billion representing

a growth of over 50% as compared to 2019.

To capitalize on this growth and generate revenue, streaming services are both investing in

original content and acquiring licensed content.

We are well positioned to capitalize on this increasing spend through our customer traction

with major movie studios, streaming platforms and content owners around the world.

Experiences (Sporting Events, Concerts &

Performing Arts)

Sporting events, concerts, and performing arts

are core to our live Events, entertainment properties and experiences operations.

Our market constituents primarily include retail consumers,

sponsors and corporate customers.

The events ticket market has the potential to grow by $14.9 billion during 2023 to 2027 and is expected

to experience a CAGR of 4.5%, according to the recent Statista report Event Tickets — Worldwide.

This growth is expected to be driven

by the expected increasing use of mobile apps for booking tickets.

The global sporting events segment, representing the largest segment

of the global ticketing segment, is expected to reach $33.7 billion in 2024 and to grow at a CAGR of 2.95% from 2024 to 2028, reaching

$37.94 billion by 2028.

52% of high performing marketing teams are looking to increase their usage of artificial intelligence.

Property and Other Proprietary Rights

consider intellectual property to be very important to the operation of our business and to driving growth in our revenues, particularly

with respect to professional engagements, sponsorships, licensing rights, and media distribution agreements.

Our intellectual property

includes the “Triller,” “Triller Fight Club,” “TrillerFest,” “TrillerTV,” “FITE,”

“Cliqz”, “Fangage”, “Julius” and “Thuzio” Brands in addition to the trademarks and copyrights

associated with our content, Events, and the rights to use the intellectual property of our commercial partners.

Substantially all of

our IP and owned assets that we acquire are protected by trademarks and copyright, whether registered or unregistered.

3.91% to $37.16 billion by 2027, largely driven by the increasing popularity of sports and rising consumer preferences

for in-person events.

While less substantial than sports, the performing arts ticket segment reached $9 billion in 2019 and is expected

to grow at a CAGR of 4% to $11 billion in 2024, driven by growing demand for live art performances.

Streaming Technology and Related E-Commerce

We believe proliferation trends in the digital

content streaming market present an opportunity for streaming infrastructure providers capable of delivering an end-to-end solution for

Creators and media rights owners who desire to launch their own content streaming services, and monetize their user bases in new ways,

without incurring the significant costs inherent in developing underlying technology.

We believe recent private company transactions in

the space are an indication that the market is both underserved and ripe for further expansion.

For example, in November 2022 Disney,

then the majority equity owner of BAMtech Media (now Disney Streaming Services), a streaming infrastructure provider whose technology

serves as the core streaming, account management and billing platform for Disney+, ESPN+ and Hulu, purchased all outstanding minority

interests of BAMtech Media in a transaction that valued the company at $6 billion.

Similarly, a November 2022 private equity investment

led by General Atlantic in streaming infrastructure services provider Amagi valued the company at $1.4 billion.

We have invested and expect

to continue to invest in our streaming technology and infrastructure, including developing new ways for Creators and media rights owners

to leverage user profiles and preferences and drive monetization through advertising, pay-per-view, subscription-based offerings and related

e-commerce transactions.

According to Citigroup’s Metaverse and Money

report published in March 2022, “the total addressable market for the Metaverse could be between $8 trillion and $13 trillion by

2030, with total Metaverse users numbering around 5 billion.” We believe that by investing in our Metaverz ecosystem now, while

the industry is still nascent, will provide us with a lasting competitive advantage and allow us to shape consumer expectations.

Media Rights Expenditure

Spending on media rights continues to be a significant

component of revenues in the sports industry, with rights values appreciating consistently over the past decade.

Market constituents include

linear and digital distributors, which acquire sports media rights and broadcast sports content.

In 2021, the value of global sports media

rights totaled $55.1 billion, a 1.15% increase from the previous year, according to Sports Business Consulting’s Global Media Report

According to the Business Research Company’s report, the global sports market as a whole is expected to reach $512 billion

in 2023 and grow at a CAGR of 5.2% from 2022.

The rise of streaming, increased legalization of sports betting, increased competition from

tech entrants, and continued viewership appeal attribute to the projected growth on the rights price tags.

The contract values underpinning

industry revenues are locked-in long-term, offering a high degree of visibility.

Marketing and Licensing

Our market constituents include corporate clients

seeking brand marketing or IP owners looking to license their Brands.

According to Licensing International’s survey, global sales

revenue generated from licensed merchandise and services grew to 340.8 billion in 2022, reflecting an 8.02% increase over the $315.5 billion

generated in 2021.

The entertainment/character sector remains the leading market share category, accounting for $138.1 billion, or 40.5%

of the total global licensing market.

The second largest sector was corporate Brands with $87.6 billion (25.7%).

Sports licensing, in

third place, totaled $37.3 billion with an 11% share.

Digital Advertising and Marketing Automation

The digital ad market is expected to surpass $300

billion by 2025, according to a 2022 report by Insider Intelligence Inc.

For 2023, ad spending across 16 media platforms is forecasted

to reach $165.7 billion, according to BIA Advisory Services.

Roughly half of the ad spending is anticipated to be focused on digital media,

wherein $33.5 billion is anticipated to go to mobile ad spending for smartphones.

Additionally, marketing technology and marketing automation

are a growing trend.

51% of companies are currently using marketing automation and 58% of B2B companies plan to adopt such technology.

According to Sales Fusion, 77% of business owners had an increase in conversion after using marketing automation software.

in marketing automation for 2022 include personalized email automation, social media marketing automation, chatbots, and ML and AI.

SMS and Artificial Intelligence Marketing

SMS marketing allows businesses to reach consumers

directly through their phones.

In 2022, there were 7.3 billion mobile phone users globally and 6.9 billion smartphone users, accounting

for 86.3% of the world’s population.

83% of consumers receive text messages from companies.

Click through rates for SMS marketing

is 36% (as compared to 2% for email marketing messages).

In 2022, global SMS marketing market was approximately $64.4 billion and is expected

to grow to $84.9 billion by 2027.

AI technology can be used in SMS marketing and more broadly across the technology marketing sphere.

The global AI market was estimated to be worth $86.9 billion in 2022 and is expected to reach $407 billion by 2027.

52% of high performing

marketing teams are looking to increase their usage of artificial intelligence.

Intellectual Property and Other Proprietary

We consider intellectual property to be very important

to the operation of our business and to driving growth in our revenues, particularly with respect to professional engagements, sponsorships,

licensing rights, and media distribution agreements.

Our intellectual property includes the “Triller,” “Triller Fight

Club,” “TrillerFest,” “TrillerTV,” “FITE,” “Cliqz”, “Fangage”, “Julius”

and “Thuzio” Brands in addition to the trademarks and copyrights associated with our content, Events, and the rights to use

the intellectual property of our commercial partners.

Substantially all of our IP and owned assets that we acquire are protected by trademarks

and copyright, whether registered or unregistered.

Triller’s Technology Platform

Technology Platform is built along three core sections – Triller generates and distributes influencer and sports content via the

Triller app and Triller TV, which drives engagement through the Triller app in a highly measureable manner made possible through our

Triller One suite of AI and SaaS tools, thus driving monetization and creating value for all Triller’s stakeholders.

Technology Platform originated with the Triller app, a video-sharing app.

The Initial Triller app was launched in 2015 as an AI music

editing tool.

In 2019, upon the formation of Triller Hold Co LLC, when Triller acquired the technology underlying the current Triller

app it integrated the Initial Triller app with AI technology pursuant to its agreement with Mashtraxx Ltd.

We refer to this integrated

app as the “ Triller app ”.

The Triller app continued to integrate and update and was fully “live” by September

The Triller app underwent a refinement to its scalable systems and other feature and toolset updates and additional refinements

were rolled out in July of 2023 and are live today.

The Triller app leverages proprietary AI and ML technologies and enables users to

create professional-looking videos and to share those videos within the Triller app and on other social platforms such as Facebook, Instagram,

TikTok, Snapchat and Twitter in seconds.

Triller’s Technology Platform is built along

three core sections – Triller generates and distributes influencer and sports content via the Triller app and Triller TV, which

drives engagement through the Triller app in a highly measureable manner made possible through our Triller One suite of AI and SaaS tools,

thus driving monetization and creating value for all Triller’s stakeholders.

Triller’s Technology Platform originated

with the Triller app, a video-sharing app.

The Initial Triller app was launched in 2015 as an AI music editing tool.

In 2019, upon the

formation of Triller Hold Co LLC, when Triller acquired the technology underlying the current Triller app it integrated the Initial Triller

app with AI technology pursuant to its agreement with Mashtraxx Ltd.

We refer to this integrated app as the “ Triller app ”.

The Triller app continued to integrate and update and was fully “live” by September of 2021.

The Triller app underwent a refinement

to its scalable systems and other feature and toolset updates and additional refinements were rolled out in July of 2023 and are live

The Triller app leverages proprietary AI and ML technologies and enables users to create professional-looking videos and to share

those videos within the Triller app and on other social platforms such as Facebook, Instagram, TikTok, Snapchat and Twitter in seconds.

Key features of the Triller app include extensive editing, filtering and overlaying tools;

technology to automatically synchronize video and audio with little to no manual editing;

and Triller’s proprietary dual camera

feature, which allows users to record videos simultaneously from the back-and front-facing cameras of their smartphones.

app’s primary audience is the 18-34 year old demographic, with strong engagement from users in the United States and an established

user base in high-growth markets such as India, where we maintain a presence, including a period in August 2020 when Triller temporarily

became the number one short-form video app in the App store subsequent to TikTok being banned in 2020.

Triller app contains channels for the posting and consumption of short-form and long-form content, where Triller hosts content made by

celebrities, influencers and other Creators, as well as professionally-produced episodic content about music, sports, gaming, fashion

and other forms of entertainment.

Technology Platform reflects its deep experience as content creators and forms the basis for Triller’s aspiration to be a technology

company built by Creators, for Creators.

Key to Triller’s approach of empowering Creators and Brands is its proprietary AI and

machine learning (“ ML ”) technology that helps them mix and edit music and video content and distribute it to digital

platforms and enables them to understand and engage with their audiences at scale, while retaining control and authenticity of their

audience relationships.

“ AI ” is a general term to describe the efforts of computer scientists to design and implement

computer hardware and software systems capable of learning and thinking.

ML is a field of study in AI concerned with the development

and study of statistical algorithms that can effectively generalize tasks and thus performing those tasks without explicit instructions.

ML approaches have been applied to large language models (“ LLMs ”), computer vision, speech recognition, email filtering,

agriculture, and medicine, where it is able to achieve efficiencies without having to implement detailed specialized algorithms and systems

which would be too complex and costly to build.

Creators and Brands have the ability to connect Triller’s customized LLMs and Natural

Language Processing (“ NLP ”) technologies to real-time API-based feeds, from virtually all major social platforms,

to read, analyze, cluster, filter, and suggest or (when appropriate) send replies to their fans with deep efficiency and personal precision.

LLMs are deep learning algorithms that can recognize, summarize, translate, predict, and generate content using very large datasets.

AI-powered technology to automatically synchronize

video and audio with little to no manual editing;

and Triller’s proprietary dual camera feature, which allows users to record videos

simultaneously from the back-and front-facing cameras of their smartphones.

The Triller app’s primary audience is the 18-34 year

old demographic, with strong engagement from users in the United States and an established user base in high-growth markets such as India,

where we maintain a presence, including a period in August 2020 when Triller temporarily became the number one short-form video app in

the App store subsequent to TikTok being banned in 2020.

The Triller app contains channels for the posting

and consumption of short-form and long-form content, where Triller hosts content made by celebrities, influencers and other Creators,

as well as professionally-produced episodic content about music, sports, gaming, fashion and other forms of entertainment.

Triller’s Technology Platform reflects its

deep experience as content creators and forms the basis for Triller’s aspiration to be a technology company built by Creators, for

Key to Triller’s approach of empowering Creators and Brands is its proprietary AI and machine learning (“ ML ”)

technology that helps them mix and edit music and video content and distribute it to digital platforms and enables them to understand

and engage with their audiences at scale, while retaining control and authenticity of their audience relationships.

is a general term to describe the efforts of computer scientists to design and implement computer hardware and software systems capable

of learning and thinking.

ML is a field of study in AI concerned with the development and study of statistical algorithms that can effectively

generalize tasks and thus performing those tasks without explicit instructions.

ML approaches have been applied to large language models

(“ LLMs ”), computer vision, speech recognition, email filtering, agriculture, and medicine, where it is able to achieve

efficiencies without having to implement detailed specialized algorithms and systems which would be too complex and costly to build.

and Brands have the ability to connect Triller’s customized LLMs and Natural Language Processing (“ NLP ”) technologies

to real-time API-based feeds, from virtually all major social platforms, to read, analyze, cluster, filter, and suggest or (when appropriate)

send replies to their fans with deep efficiency and personal precision.

LLMs are deep learning algorithms that can recognize, summarize,

translate, predict, and generate content using very large datasets.

Deep learning is a method in AI that teaches computers to process

data in a way that is inspired by the human brain.

Deep learning models can recognize complex patterns in pictures, text, sounds, and

other data to produce accurate insights and predictions.

NLP, a branch of AI, uses ML to process and interpret text and data.

language recognition and natural language generation are types of NLP.

By giving each Creator and Brand an AI-powered “factory of

assistants” to help them identify superfans, up-and-comers, key topics and trends to respond to (while filtering out spam, hate-speech

and noise), they are better able to deepen relationships and loyalty, optimize their scarce time and resources, and ultimately increase

conversions and monetization through a mix of brand partnerships and direct commerce.

Triller’s Suite of Creator and Brand

Triller has augmented its Technology Platform

through a combination of internal development and strategic acquisitions, including the additions of the following products and services

that deliver, automate or otherwise streamline SMS and social messaging, AI-powered customer engagement, cross-platform marketing, digital

streaming, content and audience management, e-commerce services, social and creator analytics and engagement measurement:

Fangage – serves as the entry point for Creators looking to leverage Triller’s ecosystem and establish a digital presence on the internet, across social media, e-mail and SMS.

Fangage comprises a set of tools and features that allow Creators to manage and distribute their content and maintain and grow their audiences, communicate with those audiences directly, and gather and analyze data that allows them to streamline their monetization efforts.

The Fangage offering is integrated with and incorporates services from the Triller app, Amplify.ai, Cliqz and Julius.

Amplify.ai – a cross-platform conversational AI engine that provides viewers with gamification, multiple engagement touchpoints, clickable links, and tune-in reminders all in an automated, platform agnostic direct messaging experience that facilitates communications between Creators, Brands and their respective audiences.

Cliqz – enables Creators to aggregate their audiences across their social media accounts and access those audiences directly via SMS and direct messaging, avoiding the algorithmic limitations imposed by most social media platforms that limit these Creators’ content viewership and opportunities for content engagement and monetization.

For example, as noted by Hootsuite in August 2023, the average engagement rate of an organic Facebook post ranges from 2.58% down to just 1.52%.

CrossHype – helps Brands and Creators reach audiences across multiple social platforms, with a particular emphasis on helping Brands create awareness and engagement with consumers, with a common framework for measuring the effectiveness and efficacy of their marketing efforts.

This solution allows Brands and Creators to reach specific audiences within social media platforms, including highly targeted followers of specific social media Creators, and to build retargetable audiences that grow in size and detail, accruing even more value over time.

Julius – a SaaS solution that provides strategic marketers at Brands and advertising agencies with access to a database of profiled Creators and their associated audiences, giving them the ability to enlist Creators to develop and share captivating stories to market their products and services.

Julius provides Brands and agencies a detailed dashboard to measure engagement across all Creator-driven marketing campaigns.

Furthermore, Julius serves as a marketplace allowing e-commerce Brands to automate the process of on-boarding Creators with per-transaction incentives for enabling e-commerce transactions.

Julius is directly integrated with Triller’s Fangage solution, completing the circle between Creators and Brands.

Thuzio – a solution for creating and executing premium Creator Events and experiences.

Thuzio helps Brands and other enterprise customers create Events with Creators including sports icons and speakers.

Thuzio has partnered with Creators across many verticals, including athletes such as Tiki Barber, Allen Iverson, Scottie Pippen, and Lisa Leslie, comedians such as Jerry Seinfeld, music artists such as Ja Rule and celebrity chefs such as Marcus Samuelsson.

Metaverz – enable Triller to transform live Events, which are typically only enjoyed by a few thousand people, into digital Events, including augmented reality and virtual reality experiences, that can be experienced by millions of consumers globally.

Metaverz provides an array of ways to create digital experiences featuring Creators and Brands, containing social engagement and gamification features as well as virtual merchandise stores that allow users to digitally purchase collectibles and memorabilia.

The major companies that serve this market include

Meta, Alphabet, ByteDance, Snap and Twitter, each of which employ a closed-garden approach to monetization, where they are the sole purveyor

of the advertising placed within or around content created by millions of Creators.

Our approach, which is differentiated from the above

companies, helps our Creators distribute their content on numerous platforms, including our own, and also focus on creating click-out

opportunities to create long-standing consumer relationships and monetization across a digital landscape that includes the web, mobile

apps and messaging services.

This open-garden approach stands in contrast to the closed-garden approach of many of our competitors and

we believe is a major benefit that attracts Creators and Brands to our Technology Platform.

Our Technology Platform powers the Triller app,

our suite of Creator offerings and our Events and Events-related services.

Our Technology Platform enabled more than half a billion quarterly

user interactions as of September 30, 2023, including posts, messages, automated communications, and e-commerce transactions both on our

Triller branded offerings as well as on various third-party social platforms (including but not limited to Instagram, TikTok, Facebook,

YouTube, Snapchat and Twitter), across the web and via SMS messaging.

Through our Technology Platform we deliver sports and entertainment

content to millions of consumers around the world and we believe that we inspire Creators and Brands to do the same.

Our Technology Platform

comprises an array of business-to-business and business-to-consumer offerings that empower Creators to establish and sustain long-lasting

consumer relationships that help drive their businesses.

Our Technology Platform generates revenue through

revenue sharing and service fee arrangements.

Revenue share comes from advertising, premium content, Events, pay-per-view fees, subscription

fees or merchandise sales that are transacted via our Technology Platform.

Service fees comes from Brands that utilize our platform to

reach consumers via a combination of campaign fees, transaction fees or SaaS fees, including monthly subscription fees.

We also generate

revenues from Triller branded Events via ticket sales, pay-per-view fees, subscription fees, merchandise sales, brand advertising and

Our AI-driven, mission-critical Technology Platform

enables Brands and Creators to reach their target audiences and our messaging-based notification services drives a continuous cycle of

engagement for audiences (where they stay “in the know” and are kept up-to-date on what their favorite Creators and Brands

are doing), while the Creators and Brands receive real-time data, analytics and feedback–driven by user engagement.

We have a host of service offerings that drive

awareness, engagement and monetization.

The reason we call this a Technology Platform is because we offer a highly differentiated solution

that integrates all of our service offerings into a comprehensive portfolio of services that go well beyond a single app-based or web-based

content solution to virtually every medium of content engagement (e.g.

social media, streaming, live events and virtual world experiences).

We create network effects via our proprietary AI-powered technology designed to drive optimal engagement through the best channels, increasing

the return-on-investment for Creators and Brands.

Furthermore, the efficiencies gained from our AI-powered Technology Platform enable

both us and our partners to operate at scale to grow via multiple channels of engagement, which our competitors that focus on a single

walled-garden ecosystems are not able to replicate.

Our Technology Platform

Our Technology Platform reflects our deep experience

as content creators and forms the basis for our aspiration to be a technology company built by Creators, for Creators.

For all the progress

and promise of the creator economy to date, we believe that Creators have historically lacked sufficient power to truly realize their

potential and capture a sufficient amount of the value they create.

While it is now possible to find and grow a large online audience,

it is still too impersonal, and too elusive for many to turn their passion and expertise into a successful career.

A goal of our Technology

Platform is to help “rebalance the equation” by enabling Creators to grow the engagement “pie” while providing

them with a larger slice of the revenue.

Key to our approach of empowering Creators and

Brands is our proprietary AI and machine learning (“ ML ”) technology that helps them mix and edit music and video content

and distribute it to digital platforms and enables them to understand and engage with their audiences at scale, while retaining control

and authenticity of their audience relationships.

“AI” is a general term to describe the efforts of computer scientists to

design and implement computer hardware and software systems capable of learning and thinking.

ML is a field of study in AI concerned with

the development and study of statistical algorithms that can effectively generalize tasks and thus performing those tasks without explicit

instructions.

ML approaches have been applied to large language models (“ LLMs ”), computer vision, speech recognition,

email filtering, agriculture, and medicine, where it is able to achieve efficiencies without having to implement detailed specialized

algorithms and systems which would be too complex and costly to build.

Creators and Brands have the ability to connect our customized

LLMs and Natural Language Processing (“ NLP ”) technologies to real-time API-based feeds, from virtually all major social

platforms, to read, analyze, cluster, filter, and suggest or (when appropriate) send replies to their fans with deep efficiency and personal

LLMs are deep learning algorithms that can recognize, summarize, translate, predict, and generate content using very large

Deep learning is a method in AI that teaches computers to process data in a way that is inspired by the human brain.

Deep learning models

can recognize complex patterns in pictures, text, sounds, and other data to produce accurate insights and predictions.

Deep learning

models can recognize complex patterns in pictures, text, sounds, and other data to produce accurate insights and predictions.

NLP, a branch

5 unchanged sentences

direct commerce.

Suite of Creator and Brand Offerings

has augmented its Technology Platform through a combination of internal development and strategic acquisitions, including the additions

of the following products and services that deliver, automate or otherwise streamline SMS and social messaging, AI-powered customer engagement,

cross-platform marketing, digital streaming, content and audience management, e-commerce services, social and creator analytics and engagement

serves as the entry point for Creators looking to leverage Triller’s ecosystem and establish a digital presence on the internet,

across social media, e-mail and SMS.

Fangage comprises a set of tools and features that allow Creators to manage and distribute their

content and maintain and grow their audiences, communicate with those audiences directly, and gather and analyze data that allows

them to streamline their monetization efforts.

The Fangage offering is integrated with and incorporates services from the Triller

app, Amplify.ai, Cliqz and Julius.

a cross-platform conversational AI engine that provides viewers with gamification, multiple engagement touchpoints, clickable links,

and tune-in reminders all in an automated, platform agnostic direct messaging experience that facilitates communications between

Creators, Brands and their respective audiences.

enables Creators to aggregate their audiences across their social media accounts and access those audiences directly via SMS and

direct messaging, avoiding the algorithmic limitations imposed by most social media platforms that limit these Creators’ content

viewership and opportunities for content engagement and monetization.

For our LLMs, we currently use a mix of open source

code for embeddings (for example, open source code such as SBERT with models from HuggingFace) and optionally support embedding models

including GPT-4 from OpenAI, PaLM from Google and other models from Cohere.

Embeddings models offer an approach to ML where high-dimensional

data (data in which the number of features or variables observed are close to or larger than the number of observations, or data points)

is converted into low-dimensional data (where the number of observations far outnumbers the number of features) while preserving relevant

This process of dimensionality reduction helps simplify the data and make it easier to process by ML algorithms.

of embeddings is that they can capture the underlying structure and semantics of the data.

For instance, in NLP, words with similar meanings

will have similar embeddings.

This provides a way to quantify the ‘similarity’ between different words or entities, which

is highly valuable when building complex models.

We have purposefully designed our systems to give us the flexibility to be independent

of any one provider or partner.

We periodically evaluate the cost, latency and quality of models because we operate in a rapidly evolving

We believe we get superior performance compared to “off-the-shelf” use of LLMs through (a) injecting relevant historical

data into prompts (via the standard “Retrieval-augmented generation” pattern) and (b) pre-and post-processing the data to

better address customer-specific vernaculars, including the use of acronyms, emojis and non-traditional spellings.

We also fine-tune open

source and third-party models with proprietary labeled data to improve performance on tasks like extracting relevant profile data from

content that end-users or consumers have shared in conversations with our conversation AI systems or classifying fan engagement data as

genuine versus originating from bots or spam.

While unlabeled data consists of raw inputs with no designated outcome, labeled data is

carefully annotated with meaningful tags, or labels, that classify the data’s elements or outcomes.

For example, in a dataset of

emails, each email might be labeled as “spam” or “not spam.” These labels then provide a clear guide from which

a ML algorithm can learn.

We do not believe that utilizing this approach introduces risk of impacting our LLMs.

Our NLP technology was developed in-house and

is continuously updated via our ML models.

We have incorporated some open source code in the development of our products but our products

are not dependent on any third-party software or services.

We do not use any third party software with regard to our NLP.

As is customary

in our industry, we used open source code (however, we do not use open source libraries) as one part of the basic building blocks of some

We do not believe that our utilization of open source code and/or models introduces material risk of impacting our AI products

or intellectual property, however as with the usage of any open source code or models there are risks.

See Risk Factors —

“Certain of our products contain third- party open source software components, and failure to comply with the terms of the underlying

open source software licenses could restrict our ability to sell our products.”

The rapid pace of AI-innovation is fueling ever

more opportunities for us to help Creators and Brands in each phase of their lifecycle, from content creation and distribution (through

the Triller app, FITE, Metaverz, Thuzio and Amplify.ai) to fan engagement (through Fangage, Julius and Amplify.ai) and to targeted promotions

and upsells (through CrossHype), across the digital platforms they use today and, we believe, will use tomorrow.

By occupying a position

as their trusted intermediary connecting them with their fans across multiple platforms and the comments, mentions, direct messages, etc.

that flow across them daily, we believe we are well suited to build, deploy and refine ever more powerful and effective models and tools

in the coming years.

The Triller App

Our Technology Platform originated with the Triller

app, a video-sharing app.

The Initial Triller app was launched in 2015 as an AI music editing tool.

In 2019, upon the formation of Triller

Hold Co LLC, when we acquired the technology underlying the current Triller app we integrated the Initial Triller app with AI technology

pursuant to our agreement with Mashtraxx Ltd.

We refer to this integrated app as the “ Triller app ”.

The Triller app

continued to integrate and update and was fully “live” by September of 2021.

The Triller app underwent a refinement to its

scalable systems and other feature and toolset updates and additional refinements were rolled out in July of 2023 and are live today.

The Triller app leverages proprietary AI and ML technologies and enables users to create professional-looking videos and to share those

videos within the Triller app and on other social platforms such as Facebook, Instagram, TikTok, Snapchat and Twitter in seconds.

features of the Triller app include extensive editing, filtering and overlaying tools;

AI-powered technology to automatically synchronize

video and audio with little to no manual editing;

and our proprietary dual camera feature, which allows users to record videos simultaneously

from the back-and front-facing cameras of their smartphones.

The Triller app’s primary audience is the 18-34 year old demographic,

with strong engagement from users in the United States and an established user base in high-growth markets such as India.

The images above are examples of how the user

interface of the Triller app allows users to perform various actions as depicted above.

The Triller app contains channels for the posting

and consumption of short-form and long-form content, where we host content made by celebrities, influencers and other Creators, as well

as professionally-produced episodic content about music, sports, gaming, fashion and other forms of entertainment.

We believe the content creation features and availability

of short- and long-form content offered on the Triller app are key differentiators that set us apart from our competitors and will continue

to do so as we focus our efforts on growing our user base and deepening the level of engagement among Creators, Brands and users who interact

with our ecosystem.

Our Suite of Creator and Brand Offerings

We have augmented our Technology Platform through

a combination of internal development and strategic acquisitions, including the additions of products and services that deliver, automate

or otherwise streamline SMS and social messaging, AI-powered customer engagement, cross-platform marketing, digital streaming, content

and audience management, e-commerce services, social and creator analytics and engagement measurement.

Fangage serves as the entry point for Creators

looking to leverage our ecosystem and establish a digital presence on the internet, across social media, e-mail and SMS.

Fangage comprises

a set of tools and features that allow Creators to manage and distribute their content and maintain and grow their audiences, communicate

with those audiences directly, and gather and analyze data that allows them to streamline their monetization efforts.

The Fangage offering is integrated with and incorporates

services from the Triller app, Amplify.ai, Cliqz and Julius.

Amplify.ai, Cliqz and CrossHype

We acquired Amplify.ai in December 2021 and internally

developed our Cliqz and CrossHype offerings.

These products provide a broad set of features that further enable Creators to connect directly

with their audiences, spotlight their content across a broad range of social media sites, measure audience engagement with that content,

and monetize their content through personalized user experiences.

Our Amplify.ai product automates SMS and direct

message marketing communications between Creators, Brands and their respective audiences through the use of proprietary AI and NLP technologies.

Cliqz product enables Creators to aggregate their audiences across their social media accounts and access those audiences

directly via SMS and direct messaging, avoiding the algorithmic limitations imposed by most social media platforms that limit these Creators’

content viewership and opportunities for content engagement and monetization.

For example, as noted by Hootsuite in August 2023, the average

engagement rate of an organic Facebook post ranges from 2.58% down to just 1.52%.

helps Brands and Creators reach audiences across multiple social platforms, with a particular emphasis on helping Brands create awareness

and engagement with consumers, with a common framework for measuring the effectiveness and efficacy of their marketing efforts.

solution allows Brands and Creators to reach specific audiences within social media platforms, including highly targeted followers

of specific social media Creators, and to build retargetable audiences that grow in size and detail, accruing even more value over

a SaaS solution that provides strategic marketers at Brands and advertising agencies with access to a database of profiled Creators

and their associated audiences, giving them the ability to enlist Creators to develop and share captivating stories to market their

products and services.

Julius provides Brands and agencies a detailed dashboard to measure engagement across all Creator-driven marketing

Furthermore, Julius serves as a marketplace allowing e-commerce Brands to automate the process of on-boarding Creators

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

Julius is directly integrated with Triller’s Fangage

solution, completing the circle between Creators and Brands.

Our CrossHype product helps Brands and Creators

reach audiences across multiple social platforms, with a particular emphasis on helping Brands create awareness and engagement with consumers,

with a common framework for measuring the effectiveness and efficacy of their marketing efforts.

This solution allows Brands and Creators

to reach specific audiences within social media platforms, including highly targeted followers of specific social media Creators, and

to build retargetable audiences that grow in size and detail, accruing even more value over time.

Julius, which we acquired in November 2022, is

a SaaS solution that provides strategic marketers at Brands and advertising agencies with access to a database of profiled Creators and

their associated audiences, giving them the ability to enlist Creators to develop and share captivating stories to market their products

and services.

Julius provides Brands and agencies a detailed dashboard to measure engagement across all Creator-driven marketing campaigns.

Furthermore, Julius serves as a marketplace allowing e-commerce Brands to automate the process of on-boarding Creators with per-transaction

incentives for enabling e-commerce transactions.

Julius is directly integrated with our Fangage solution, completing the circle between

Creators and Brands.

Thuzio, which we acquired in October 2021, is

a solution for creating and executing premium Creator Events and experiences.

Thuzio helps Brands and other enterprise customers

create Events with Creators including sports icons and speakers.

Thuzio has partnered with Creators across many verticals, including

athletes such as Tiki Barber, Allen Iverson, Scottie Pippen, and Lisa Leslie, comedians such as Jerry Seinfeld, music artists such

as Ja Rule and celebrity chefs such as Marcus Samuelsson.

enable Triller to transform live Events, which are typically only enjoyed by a few thousand people, into digital Events, including

augmented reality and virtual reality experiences, that can be experienced by millions of consumers globally.

Metaverz provides an

array of ways to create digital experiences featuring Creators and Brands, containing social engagement and gamification features

as well as virtual merchandise stores that allow users to digitally purchase collectibles and memorabilia.

major companies that serve this market include Meta, Alphabet, ByteDance, Snap and Twitter, each of which employ a closed-garden approach

to monetization, where they are the sole purveyor of the advertising placed within or around content created by millions of Creators.

Our approach, which is differentiated from the above companies, helps our Creators distribute their content on numerous platforms, including

our own, and also focus on creating click-out opportunities to create long-standing consumer relationships and monetization across a

digital landscape that includes the web, mobile apps and messaging services.

This open-garden approach stands in contrast to the closed-garden

approach of many of our competitors and we believe is a major benefit that attracts Creators and Brands to our Technology Platform.

Technology Platform powers the Triller app, our suite of Creator offerings and our Events and Events-related services.

Our Technology

Platform enabled more than half a billion quarterly user interactions as of September 30, 2023, including posts, messages, automated

communications, and e-commerce transactions both on our Triller branded offerings as well as on various third-party social platforms

(including but not limited to Instagram, TikTok, Facebook, YouTube, Snapchat and Twitter), across the web and via SMS messaging.

our Technology Platform we deliver sports and entertainment content to millions of consumers around the world and we believe that we

inspire Creators and Brands to do the same.

Our Technology Platform comprises an array of business-to-business and business-to-consumer

offerings that empower Creators to establish and sustain long-lasting consumer relationships that help drive their businesses.

Technology Platform generates revenue through revenue sharing and service fee arrangements.

Revenue share comes from advertising, premium

content, Events, pay-per-view fees, subscription fees or merchandise sales that are transacted via our Technology Platform.

comes from Brands that utilize our platform to reach consumers via a combination of campaign fees, transaction fees or SaaS fees, including

monthly subscription fees.

We also generate revenues from Triller branded Events via ticket sales, pay-per-view fees, subscription fees,

merchandise sales, brand advertising and sponsorship.

AI-driven, mission-critical Technology Platform enables Brands and Creators to reach their target audiences and our messaging-based notification

services drives a continuous cycle of engagement for audiences (where they stay “in the know” and are kept up-to-date on

what their favorite Creators and Brands are doing), while the Creators and Brands receive real-time data, analytics and feedback–driven

by user engagement.

have a host of service offerings that drive awareness, engagement and monetization.

The reason we call this a Technology Platform is

because we offer a highly differentiated solution that integrates all of our service offerings into a comprehensive portfolio of services

that go well beyond a single app-based or web-based content solution to virtually every medium of content engagement (e.g.

social media,

streaming, live events and virtual world experiences).

We create network effects via our proprietary AI-powered technology designed to

drive optimal engagement through the best channels, increasing the return-on-investment for Creators and Brands.

Furthermore, the efficiencies

gained from our AI-powered Technology Platform enable both us and our partners to operate at scale to grow via multiple channels of engagement,

which our competitors that focus on a single walled-garden ecosystems are not able to replicate.

Technology Platform

Technology Platform reflects our deep experience as content creators and forms the basis for our aspiration to be a technology company

built by Creators, for Creators.

For all the progress and promise of the creator economy to date, we believe that Creators have historically

lacked sufficient power to truly realize their potential and capture a sufficient amount of the value they create.

While it is now possible

to find and grow a large online audience, it is still too impersonal, and too elusive for many to turn their passion and expertise into

a successful career.

A goal of our Technology Platform is to help “rebalance the equation” by enabling Creators to grow the

engagement “pie” while providing them with a larger slice of the revenue.

to our approach of empowering Creators and Brands is our proprietary AI and machine learning (“ ML ”) technology that

helps them mix and edit music and video content and distribute it to digital platforms and enables them to understand and engage with

their audiences at scale, while retaining control and authenticity of their audience relationships.

“AI” is a general term

to describe the efforts of computer scientists to design and implement computer hardware and software systems capable of learning and

ML is a field of study in AI concerned with the development and study of statistical algorithms that can effectively generalize

tasks and thus performing those tasks without explicit instructions.

ML approaches have been applied to large language models (“ LLMs ”),

computer vision, speech recognition, email filtering, agriculture, and medicine, where it is able to achieve efficiencies without having

to implement detailed specialized algorithms and systems which would be too complex and costly to build.

Creators and Brands have the

ability to connect our customized LLMs and Natural Language Processing (“ NLP ”) technologies to real-time API-based

feeds, from virtually all major social platforms, to read, analyze, cluster, filter, and suggest or (when appropriate) send replies to

their fans with deep efficiency and personal precision.

LLMs are deep learning algorithms that can recognize, summarize, translate, predict,

and generate content using very large datasets.

Deep learning is a method in AI that teaches computers to process data in a way that

is inspired by the human brain.

Deep learning models can recognize complex patterns in pictures, text, sounds, and other data to produce

accurate insights and predictions.

NLP, a branch of AI, uses ML to process and interpret text and data.

Natural language recognition

and natural language generation are types of NLP.

By giving each Creator and Brand an AI-powered “factory of assistants”

to help them identify superfans, up-and-comers, key topics and trends to respond to (while filtering out spam, hate- speech and noise),

they are better able to deepen relationships and loyalty, optimize their scarce time and resources, and ultimately increase conversions

and monetization through a mix of brand partnerships and direct commerce.

our LLMs, we currently use a mix of open source code for embeddings (for example, open source code such as SBERT with models from HuggingFace)

and optionally support embedding models including GPT-4 from OpenAI, PaLM from Google and other models from Cohere.

Embeddings models

offer an approach to ML where high-dimensional data (data in which the number of features or variables observed are close to or larger

than the number of observations, or data points) is converted into low-dimensional data (where the number of observations far outnumbers

the number of features) while preserving relevant information.

This process of dimensionality reduction helps simplify the data and make

it easier to process by ML algorithms.

The appeal of embeddings is that they can capture the underlying structure and semantics of the

For instance, in NLP, words with similar meanings will have similar embeddings.

This provides a way to quantify the ‘similarity’

between different words or entities, which is highly valuable when building complex models.

We have purposefully designed our systems

to give us the flexibility to be independent of any one provider or partner.

We periodically evaluate the cost, latency and quality of

models because we operate in a rapidly evolving industry.

We believe we get superior performance compared to “off-the-shelf”

use of LLMs through (a) injecting relevant historical data into prompts (via the standard “Retrieval-augmented generation”

pattern) and (b) pre-and post-processing the data to better address customer-specific vernaculars, including the use of acronyms, emojis

and non-traditional spellings.

We also fine-tune open source and third-party models with proprietary labeled data to improve performance

on tasks like extracting relevant profile data from content that end-users or consumers have shared in conversations with our conversation

AI systems or classifying fan engagement data as genuine versus originating from bots or spam.

While unlabeled data consists of raw inputs

with no designated outcome, labeled data is carefully annotated with meaningful tags, or labels, that classify the data’s elements

For example, in a dataset of emails, each email might be labeled as “spam” or “not spam.” These

labels then provide a clear guide from which a ML algorithm can learn.

We do not believe that utilizing this approach introduces risk

of impacting our LLMs.

NLP technology was developed in-house and is continuously updated via our ML models.

We have incorporated some open source code in the

development of our products but our products are not dependent on any third-party software or services.

We do not use any third party

software with regard to our NLP.

As is customary in our industry, we used open source code (however, we do not use open source libraries)

as one part of the basic building blocks of some of our AI.

We do not believe that our utilization of open source code and/or models

introduces material risk of impacting our AI products or intellectual property, however as with the usage of any open source code or

models there are risks.

See Risk Factors — “Certain of our products contain third- party open source software components,

and failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products.”

rapid pace of AI-innovation is fueling ever more opportunities for us to help Creators and Brands in each phase of their lifecycle, from

content creation and distribution (through the Triller app, FITE, Metaverz, Thuzio and Amplify.ai) to fan engagement (through Fangage,

Julius and Amplify.ai) and to targeted promotions and upsells (through CrossHype), across the digital platforms they use today and, we

believe, will use tomorrow.

By occupying a position as their trusted intermediary connecting them with their fans across multiple platforms

and the comments, mentions, direct messages, etc.

that flow across them daily, we believe we are well suited to build, deploy and refine

ever more powerful and effective models and tools in the coming years.

Technology Platform originated with the Triller app, a video-sharing app.

The Initial Triller app was launched in 2015 as an AI music

editing tool.

In 2019, upon the formation of Triller Hold Co LLC, when we acquired the technology underlying the current Triller app

we integrated the Initial Triller app with AI technology pursuant to our agreement with Mashtraxx Ltd.

We refer to this integrated app

as the “ Triller app ”.

The Triller app continued to integrate and update and was fully “live” by September

The Triller app underwent a refinement to its scalable systems and other feature and toolset updates and additional refinements

were rolled out in July of 2023 and are live today.

The Triller app leverages proprietary AI and ML technologies and enables users to

create professional-looking videos and to share those videos within the Triller app and on other social platforms such as Facebook, Instagram,

TikTok, Snapchat and Twitter in seconds.

Key features of the Triller app include extensive editing, filtering and overlaying tools;

technology to automatically synchronize video and audio with little to no manual editing;

and our proprietary dual camera feature, which

allows users to record videos simultaneously from the back-and front-facing cameras of their smartphones.

The Triller app’s primary

audience is the 18-34 year old demographic, with strong engagement from users in the United States and an established user base in high-growth

markets such as India.

images above are examples of how the user interface of the Triller app allows users to perform various actions as depicted above.

Triller app contains channels for the posting and consumption of short-form and long-form content, where we host content made by celebrities,

influencers and other Creators, as well as professionally-produced episodic content about music, sports, gaming, fashion and other forms

of entertainment.

believe the content creation features and availability of short- and long-form content offered on the Triller app are key differentiators

that set us apart from our competitors and will continue to do so as we focus our efforts on growing our user base and deepening the

level of engagement among Creators, Brands and users who interact with our ecosystem.

Suite of Creator and Brand Offerings

have augmented our Technology Platform through a combination of internal development and strategic acquisitions, including the additions

of products and services that deliver, automate or otherwise streamline SMS and social messaging, AI-powered customer engagement, cross-platform

marketing, digital streaming, content and audience management, e-commerce services, social and creator analytics and engagement measurement.

serves as the entry point for Creators looking to leverage our ecosystem and establish a digital presence on the internet, across social

media, e-mail and SMS.

Fangage comprises a set of tools and features that allow Creators to manage and distribute their content and maintain

and grow their audiences, communicate with those audiences directly, and gather and analyze data that allows them to streamline their

monetization efforts.

Fangage offering is integrated with and incorporates services from the Triller app, Amplify.ai, Cliqz and Julius.

Cliqz and CrossHype

acquired Amplify.ai in December 2021 and internally developed our Cliqz and CrossHype offerings.

These products provide a broad set of

features that further enable Creators to connect directly with their audiences, spotlight their content across a broad range of social

media sites, measure audience engagement with that content, and monetize their content through personalized user experiences.

Amplify.ai product automates SMS and direct message marketing communications between Creators, Brands and their respective audiences

through the use of proprietary AI and NLP technologies.

Cliqz product enables Creators to aggregate their audiences across their social media accounts and access those audiences directly via

SMS and direct messaging, avoiding the algorithmic limitations imposed by most social media platforms that limit these Creators’

content viewership and opportunities for content engagement and monetization.

For example, as noted by Hootsuite in August 2023, the

average engagement rate of an organic Facebook post ranges from 2.58% down to just 1.52%.

CrossHype product helps Brands and Creators reach audiences across multiple social platforms, with a particular emphasis on helping Brands

create awareness and engagement with consumers, with a common framework for measuring the effectiveness and efficacy of their marketing

This solution allows Brands and Creators to reach specific audiences within social media platforms, including highly targeted

followers of specific social media Creators, and to build retargetable audiences that grow in size and detail, accruing even more value

which we acquired in November 2022, is a SaaS solution that provides strategic marketers at Brands and advertising agencies with access

to a database of profiled Creators and their associated audiences, giving them the ability to enlist Creators to develop and share captivating

stories to market their products and services.

Julius provides Brands and agencies a detailed dashboard to measure engagement across

all Creator-driven marketing campaigns.

Furthermore, Julius serves as a marketplace allowing e-commerce Brands to automate the process

of on-boarding Creators with per-transaction incentives for enabling e-commerce transactions.

Julius is directly integrated with our

Fangage solution, completing the circle between Creators and Brands.

which we acquired in October 2021, is a solution for creating and executing premium Creator Events and experiences.

Thuzio helps Brands

and other enterprise customers create Events with Creators including sports icons and speakers.

Thuzio has partnered with Creators across

many verticals, including athletes such as Tiki Barber, Allen Iverson, Scottie Pippen, and Lisa Leslie, comedians such as Jerry Seinfeld,

music artists such as Ja Rule and celebrity chefs such as Marcus Samuelsson.

Metaverz offering enables us to transform live Events, which are typically only enjoyed by a few thousand people, into digital Events,

including augmented reality and virtual reality experiences, that can be experienced by millions of consumers globally.

Metaverz provides

an array of ways to create digital experiences featuring Creators and Brands, containing social engagement and gamification features

as well as virtual merchandise stores that allow users to digitally purchase collectibles and memorabilia.

Strategic Growth Plans

Market Opportunities in the Greater Bay Area

Greater Bay Area comprises the major urban centers of Guangdong, Hong Kong, and Macau and is one of the world’s largest financial

services markets, with an overall economy size of US$1.98 trillion according to data from the Guangdong Provincial Office of the

Leading Group for the Development of the Guangdong-Hong Kong-Macao Greater Bay Area.

This marks a new and higher level in terms of economic

aggregate, after the region’s economy surpassed the thresholds of US$1.69 trillion and US$1.83 trillion in 2021 and 2022

respectively, solidifying its position as the most dynamic growth engine in the world.

The GBA is an area of vast scale and wealth, with

the following defining characteristics according to 2023 Hong Kong Trade Development Council research:

Largest GDP in China, GDP

of US$1.98 trillion in 2023 and per-capita GDP of US$22,867 in 2022;

US$1.98 trillion economy,

compared with US$2.1 trillion for Tokyo and US$2.3 trillion for New York;

Population of 86.9 million,

compared with 44.4 million in Tokyo and 19.5 million in the New York Metropolitan Area.

is a major financial services hub.

According to 2024 Hong Kong Trade Development Council research, Hong Kong’s stock market

was the fourth largest in Asia and the seventh largest in the world in terms of market capitalisation at the end of August 2024.

Kong is the largest offshore RMB clearing centre in the world.

Between January and September 2024, about 80% of global offshore RMB settlements

were processed in Hong Kong.

At the end of October, there were 2,623 companies listed on the Hong Kong Exchange (HKEX), with a total

market capitalisation of about US$4.5 trillion, the market capitalization of companies from mainland China listed on the Hong Kong Exchange

(HKEX) amounted to over US$3 trillion in 2023.

Thuzio helps Brands and other enterprise customers create

Events with Creators including sports icons and speakers.

Thuzio has partnered with Creators across many verticals, including athletes

such as Tiki Barber, Allen Iverson, Scottie Pippen, and Lisa Leslie, comedians such as Jerry Seinfeld, music artists such as Ja Rule and

celebrity chefs such as Marcus Samuelsson.

Our Metaverz offering enables us to transform

live Events, which are typically only enjoyed by a few thousand people, into digital Events, including augmented reality and virtual reality

experiences, that can be experienced by millions of consumers globally.

Metaverz provides an array of ways to create digital experiences

featuring Creators and Brands, containing social engagement and gamification features as well as virtual merchandise stores that allow

users to digitally purchase collectibles and memorabilia.

Our Strategic Growth Plans

Overall Market Opportunities in the Greater

The Greater Bay Area comprises the major urban

centers of Guangdong, Hong Kong, and Macau and is one of the world’s largest financial services markets, with an overall economy

size of US$1.98 trillion according to data from the Guangdong Provincial Office of the Leading Group for the Development of the Guangdong-Hong

Kong-Macao Greater Bay Area.

This marks a new and higher level in terms of economic aggregate, after the region’s economy surpassed

the thresholds of US$1.69 trillion and US$1.83 trillion in 2021 and 2022 respectively, solidifying its position as the most

dynamic growth engine in the world.

The GBA is an area of vast scale and wealth, with the following defining characteristics according

to 2023 Hong Kong Trade Development Council research:

Largest GDP in China, GDP of US$1.98 trillion in 2023 and per-capita GDP of US$22,867 in 2022;

US$1.98 trillion economy, compared with US$2.1 trillion for Tokyo and US$2.3 trillion for New York;

Population of 86.9 million, compared with 44.4 million in Tokyo and 19.5 million in the New York Metropolitan Area.

Hong Kong is a major financial services hub.

According to 2024 Hong Kong Trade Development Council research, Hong Kong’s stock market was the fourth largest in Asia and

the seventh largest in the world in terms of market capitalisation at the end of August 2024.

Hong Kong is the largest offshore RMB clearing

centre in the world.

Between January and September 2024, about 80% of global offshore RMB settlements were processed in Hong Kong.

the end of October, there were 2,623 companies listed on the Hong Kong Exchange (HKEX), with a total market capitalisation of about

US$4.5 trillion, the market capitalization of companies from mainland China listed on the Hong Kong Exchange (HKEX) amounted to over US$3 trillion

Companies from mainland China accounted for 76 percent of HKEX’s market capitalization.

According to the Hong Kong Stock Exchange monthly market highlights, it has over 1,400 mainland China listed enterprises as at 31

December 2024.

investor activity in Hong Kong’s equity market has grown over the years.

According to the Hong Kong

Stock Exchange monthly market highlights, it has over 1,400 mainland China listed enterprises as at 31 December 2024.

Mainland investor activity in Hong Kong’s

equity market has grown over the years.

According to HKEX data,

daily turnover (ADT) on Southbound Stock Connect has grown from HK$0.9 billion in 2014 to

HK$38.3 billion in the first three quarters of 2024;

July 2023 and September 2024, Southbound Stock Connect recorded 15 consecutive months of

net buying activity, indicating growing demand from Mainland China investors;

2018, the market capitalisation of securities portfolios held through Southbound Stock Connect

has grown from HK$789 billion to HK$3.4 trillion by the end of the third quarter

September 2024, Mainland investors could trade a total of over 550 Hong Kong-listed securities

through Shanghai and Shenzhen Connect, nearly double the number of eligible securities at

the launch of Southbound Stock Connect in 2014.

to the 2023 China Private Wealth Report published by China Merchants Bank, the total size of China’s individual investable assets

reached RMB278 trillion (US$39 trillion) in 2020, a compound annual growth rate of 7% from 2020 to 2022 and was expected to

reach RMB300 trillion (US$42.2 trillion) by the end of 2024.

Meanwhile, in 2022, the number of Chinese HNWIs with investable

assets of RMB 10 million or more reached 3.16 million, with a CAGR of 10% from 2020 to 2022.

Their investable assets totaled RMB 101

trillion, or RMB 31.83 million in average per person.

The number of Chinese HNWIs and their investable assets are expected to grow at

a CAGR of about 11% and 12% respectively in the next two years.

China a significant strategic growth opportunity for many global and regional financial institutions, may players have opted to access

China opportunities through Hong Kong via an ‘offshore’ model.

Offshore investment channels through Hong Kong continues to

be an attractive way for servicing Chinese wealth given the various inbound and outbound investment channels as mentioned earlier.

addition, Hong Kong is a popular offshore investment and service location given its high connectivity, diversified talent pool, effective

legal system, competitive tax regime, and supportive regulatory environment.

The fast-growing affluent population in China, especially

in the Greater Bay Area will be the new growth driver for international asset and wealth managers in the coming years.

Wealth Management Connect

June 29, 2020, the People’s Bank of China, the Hong Kong Monetary Authority (HKMA) and the Monetary Authority of Macau

jointly announced the introduction of the cross-boundary wealth management connect pilot scheme (Wealth Management Connect scheme)

in the GBA, which will allow residents in the GBA to invest in wealth management products distributed by banks across the region.

scheme helps promote investment diversification and facilitate capital flow within the GBA, promote RMB internationalization and strengthen

Hong Kong’s status as an offshore RMB hub.

to the implementation rules of the Wealth Management Connect scheme published by The People’s Bank of China in September 2021,

there will be an aggregate investment quota of RMB150 billion in each of the “northbound Connect” and “southbound

Connect” schemes, with an individual investment quota up to RMB1 million.

Recognized investment products under the “Northbound

Scheme” include fixed income (primarily bonds and deposits) and equity wealth management products, along with public securities

investment funds with low or medium risk rating.

Average daily turnover (ADT) on Southbound Stock Connect has grown from HK$0.9 billion in 2014 to HK$38.3 billion in the first three quarters of 2024;

Between July 2023 and September 2024, Southbound Stock Connect recorded 15 consecutive months of net buying activity, indicating growing demand from Mainland China investors;

Since 2018, the market capitalisation of securities portfolios held through Southbound Stock Connect has grown from HK$789 billion to HK$3.4 trillion by the end of the third quarter of 2024.

In September 2024, Mainland investors could trade a total of over 550 Hong Kong-listed securities through Shanghai and Shenzhen Connect, nearly double the number of eligible securities at the launch of Southbound Stock Connect in 2014.

According to the 2023 China Private Wealth Report

published by China Merchants Bank, the total size of China’s individual investable assets reached RMB278 trillion (US$39 trillion)

in 2020, a compound annual growth rate of 7% from 2020 to 2022 and was expected to reach RMB300 trillion (US$42.2 trillion)

by the end of 2024.

Meanwhile, in 2022, the number of Chinese HNWIs with investable assets of RMB 10 million or more reached 3.16 million,

with a CAGR of 10% from 2020 to 2022.

Their investable assets totaled RMB 101 trillion, or RMB 31.83 million in average per person.

number of Chinese HNWIs and their investable assets are expected to grow at a CAGR of about 11% and 12% respectively in the next two years.

With China a significant strategic growth opportunity

for many global and regional financial institutions, may players have opted to access China opportunities through Hong Kong via an ‘offshore’

Offshore investment channels through Hong Kong continues to be an attractive way for servicing Chinese wealth given the various

inbound and outbound investment channels as mentioned earlier.

In addition, Hong Kong is a popular offshore investment and service location

given its high connectivity, diversified talent pool, effective legal system, competitive tax regime, and supportive regulatory environment.

The fast-growing affluent population in China, especially in the Greater Bay Area will be the new growth driver for international asset

and wealth managers in the coming years.

Cross-Border Wealth Management Connect

On June 29, 2020, the People’s Bank

of China, the Hong Kong Monetary Authority (HKMA) and the Monetary Authority of Macau jointly announced the introduction of the cross-boundary wealth

management connect pilot scheme (Wealth Management Connect scheme) in the GBA, which will allow residents in the GBA to invest in wealth

management products distributed by banks across the region.

The scheme helps promote investment diversification and facilitate capital

flow within the GBA, promote RMB internationalization and strengthen Hong Kong’s status as an offshore RMB hub.

According to the implementation rules of the Wealth

Management Connect scheme published by The People’s Bank of China in September 2021, there will be an aggregate investment

quota of RMB150 billion in each of the “northbound Connect” and “southbound Connect” schemes, with an individual

investment quota up to RMB1 million.

Recognized investment products under the “Northbound Scheme” include fixed income

(primarily bonds and deposits) and equity wealth management products, along with public securities investment funds with low or medium

Complex investment products with high volatility or leverage are currently excluded.

The scheme is expected to facilitate a total fund flow of RMB300 billion (US$47 billion) in the sale of investment products.

As at the end of August 2023, the amount of cross-boundary fund remittances (including Hong Kong and Macao) under Cross-boundary WMC

was RMB6.31 billion, the quota usage of which was far from the aggregate quota under the Southbound and Northbound Schemes (i.e.

to press release from the Hong Kong Government in November 2023, cross-boundary WMC has seen steady development since its launch.

Kong banks engaging in retail banking or private banking businesses and registered with the Securities and Futures Commission (SFC) for

relevant regulated activities can participate in Cross-boundary WMC.

Twenty-four eligible Hong Kong banks have commenced relevant businesses

with their respective Mainland partner banks.

to the statistics as of end-October 2023 published by the People’s Bank of China, 62,900 individual investors in the GBA participated

in Cross-boundary WMC, including 44,600 from Hong Kong and Macao and 18,300 from the Mainland, recording a total of more than 35,000

cross-boundary fund remittances (covering Hong Kong and Macao) amounting to over RMB8.65 billion.

The aggregate quota usage under the

Southbound Scheme and Northbound Scheme (covering Hong Kong and Macao) was over RMB2.33 billion and RMB250 million respectively (calculated

on a net cross-boundary remittance basis).

Since the resumption of normal travel between the Mainland, Hong Kong and Macao, the Southbound

business has seen significant growth.

In the first 10 months of 2023, the number of new individual investors participating in Cross-boundary

WMC exceeded 6,400, representing an increase of 70 per cent over the same period of 2022.

Cross-boundary fund remittances amounted to

over RMB6.2 billion, having increased more than fivefold over the same period of 2022.

expansion plan to China

April 2024, the China Securities Regulatory Commission (CSRC) announced five measures to support Mainland-Hong Kong connectivity.

five measures include:

the scope of eligible ETFs under Stock Connect that more ETFs can be included in Stock Connect,

attracting more investors to participate in cross-border trading and supporting the development

of Hong Kong as an international asset management centre;

REITs into Stock Connect to enhance liquidity, offering investors more opportunities to diversify

and invest in the real estate sector;

the inclusion of RMB-denominated stocks into Southbound Stock Connect launched on 19 June

2023, which offers Hong Kong investors a choice of trading the shares of Hong Kong-listed

companies in either HKD or RMB;

mutual recognition of funds to promote the moderate relaxation of the proportion limit for

cross-border sales of mutual recognition of funds (MRF) and optimize the MRF arrangement

to better meet the needs of investors in Mainland China and Hong Kong;

the listing of leading Mainland companies in Hong Kong to further strengthen communication

and coordination with relevant departments to support eligible leading Mainland companies

in listing and financing in Hong Kong.

the business opportunities brought by the Mainland-Hong Kong connectivity and Wealth Management Connect scheme, and the upcoming Insurance

Connect introduced by the China Insurance Regulatory Commission, China will be one of our focus areas with an increasing addressable

market and opportunity set.

intend to leverage the Group’s two decades of experience operating in China.

We are particularly well-positioned to capture

the emerging opportunities.

Currently, we do not have any Chinese operating companies and we do not plan to use “variable interest

entities,” or VIEs, in the future to conduct our operations.

While we have no operations in China, it is and will continue to be

part of our strategy to market and sell our products and services to Chinese customers located in mainland China from its Hong Kong

based operating subsidiaries through partnerships or customer referrals.

a 6-month project with a consulting firm to study our capability and competitive advantages, we identified four strategic enablers,

including (1) partnership development;

The scheme is expected to facilitate

a total fund flow of RMB300 billion (US$47 billion) in the sale of investment products.

As at the end of August 2023, the amount

of cross-boundary fund remittances (including Hong Kong and Macao) under Cross-boundary WMC was RMB6.31 billion, the quota usage of which

was far from the aggregate quota under the Southbound and Northbound Schemes (i.e.

RMB300 billion).

According to press release from the Hong Kong

Government in November 2023, cross-boundary WMC has seen steady development since its launch.

Hong Kong banks engaging in retail banking

or private banking businesses and registered with the Securities and Futures Commission (SFC) for relevant regulated activities can participate

in Cross-boundary WMC.

Twenty-four eligible Hong Kong banks have commenced relevant businesses with their respective Mainland partner

According to the statistics as of end-October

2023 published by the People’s Bank of China, 62,900 individual investors in the GBA participated in Cross-boundary WMC, including

44,600 from Hong Kong and Macao and 18,300 from the Mainland, recording a total of more than 35,000 cross-boundary fund remittances (covering

Hong Kong and Macao) amounting to over RMB8.65 billion.

The aggregate quota usage under the Southbound Scheme and Northbound Scheme (covering

Hong Kong and Macao) was over RMB2.33 billion and RMB250 million respectively (calculated on a net cross-boundary remittance basis).

the resumption of normal travel between the Mainland, Hong Kong and Macao, the Southbound business has seen significant growth.

first 10 months of 2023, the number of new individual investors participating in Cross-boundary WMC exceeded 6,400, representing an increase

of 70 per cent over the same period of 2022.

Cross-boundary fund remittances amounted to over RMB6.2 billion, having increased more than

fivefold over the same period of 2022.

Future expansion plan to China

In April 2024, the China Securities Regulatory

Commission (CSRC) announced five measures to support Mainland-Hong Kong connectivity.

The five measures include:

Expanding the scope of eligible ETFs under Stock Connect that more ETFs can be included in Stock Connect, attracting more investors to participate in cross-border trading and supporting the development of Hong Kong as an international asset management centre;

Including REITs into Stock Connect to enhance liquidity, offering investors more opportunities to diversify and invest in the real estate sector;

Supporting the inclusion of RMB-denominated stocks into Southbound Stock Connect launched on 19 June 2023, which offers Hong Kong investors a choice of trading the shares of Hong Kong-listed companies in either HKD or RMB;

Optimising mutual recognition of funds to promote the moderate relaxation of the proportion limit for cross-border sales of mutual recognition of funds (MRF) and optimize the MRF arrangement to better meet the needs of investors in Mainland China and Hong Kong;

Supporting the listing of leading Mainland companies in Hong Kong to further strengthen communication and coordination with relevant departments to support eligible leading Mainland companies in listing and financing in Hong Kong.

With the business opportunities brought by the

Mainland-Hong Kong connectivity and Wealth Management Connect scheme, and the upcoming Insurance Connect introduced by the China Insurance

Regulatory Commission, China will be one of our focus areas with an increasing addressable market and opportunity set.

We intend to leverage the Group’s two decades

of experience operating in China.

We are particularly well-positioned to capture the emerging opportunities.

Currently, we do not

have any Chinese operating companies and we do not plan to use “variable interest entities,” or VIEs, in the future to conduct

our operations.

While we have no operations in China, it is and will continue to be part of our strategy to market and sell our products

and services to Chinese customers located in mainland China from its Hong Kong based operating subsidiaries through partnerships

or customer referrals.

After a 6-month project with a consulting

firm to study our capability and competitive advantages, we identified four strategic enablers, including (1) partnership development;

(2) establishing a lead management platform;

(3) establishing a service center

for our customers;

(3) establishing a service center for our customers;

and (4) digital marketing.

Multiple collaboration models have been designed, with potential partners identified

for implementation.

We intend for these initiatives to drive business growth through customer acquisition and cross-selling combined

with increased use of data analytics.

Enablers to Capture GBA Opportunities

B2B Partnership for Customer Acquisition

intend to upsell selected customers simple insurance products through our local insurance brokerage channel, by using free insurance

protection products to attract customers, and then conducting customer behavioral analysis and product matching.

Based on the analysis

of social media interaction and digital marketing, we market our international and partnership offerings to customers who demonstrate

interest and refer them to our network of financial advisors in Hong Kong for cross-selling of other financial products and

investment portfolio recommendations.

We intend to periodically review our referral mechanisms to ensure their continued effectiveness.

are currently in active discussions to establish a strategic partnership with a top asset manager (the “ Potential Partner ”)

in China to provide offshore insurance solutions to the Potential Partner’s over 20 million nation-wide customers.

Potential Partner serves both individual affluent and high-net-worth customers as well as institutions.

Our management believes

a strategic partnership with the Potential Partner has the potential to increase our AUM and competitiveness by expanding the types of

local and overseas investment vehicles available to it and to further penetrate its existing customer database.

Centre for Customer and Partner Servicing

our existing China local insurance brokerage licenses, sales teams and infrastructure, we intend to build a business platform to acquire

mainland China customers through referrals and to establish new partnerships.

intend to transform our existing shared service center to (i) provide post-sales services to mainland China customers who have

purchased Hong Kong insurance products;

Multiple collaboration models have been designed, with potential partners identified for implementation.

We intend for these initiatives

to drive business growth through customer acquisition and cross-selling combined with increased use of data analytics.

Strategic Enablers to Capture GBA Opportunities

China B2B Partnership for Customer Acquisition

We intend to upsell selected customers simple

insurance products through our local insurance brokerage channel, by using free insurance protection products to attract customers, and

then conducting customer behavioral analysis and product matching.

Based on the analysis of social media interaction and digital marketing,

we market our international and partnership offerings to customers who demonstrate interest and refer them to our network of financial

advisors in Hong Kong for cross-selling of other financial products and investment portfolio recommendations.

We intend to periodically

review our referral mechanisms to ensure their continued effectiveness.

We are currently in active discussions to establish

a strategic partnership with a top asset manager (the “ Potential Partner ”) in China to provide offshore insurance solutions

to the Potential Partner’s over 20 million nation-wide customers.

The Potential Partner serves both individual affluent

and high-net-worth customers as well as institutions.

Our management believes a strategic partnership with the Potential Partner

has the potential to increase our AUM and competitiveness by expanding the types of local and overseas investment vehicles available to

it and to further penetrate its existing customer database.

Service Centre for Customer and Partner Servicing

Leveraging our existing China local insurance

brokerage licenses, sales teams and infrastructure, we intend to build a business platform to acquire mainland China customers through

referrals and to establish new partnerships.

We intend to transform our existing shared service

center to (i) provide post-sales services to mainland China customers who have purchased Hong Kong insurance products;

and (ii) institutionalize our capabilities to form B2B partnerships in mainland China.

We intend to build a lead management tool to recommend new and personalized insurance products to customers, which we intend to be a

key priority for 2025 and beyond.

Our Technology, Tools and Features to Continue to Attract and Engage Creators, Brands and Users and Build a Robust Ecosystem

intend to continue leveraging our integrated global platform to maximize the growth potential of our business.

The proliferation of digital

content and engagement with such content, and the convergence of live entertainment and digital technologies, have expanded use cases,

exposure and monetization opportunities for our Technology Platform and our customers.

We believe that our integrated capabilities and

global reach allow us to deepen relationships with existing Brands, Creators and Users and attract new Brands, Creators, Users and partners.

believe that the suite of tools and features that we offer are a key differentiator as we work to grow the scope and depth of engagement

from Creators, Brands and users and continue to expand our ecosystem.

We believe our Technology Platform delivers digital distribution

tools that enable Creators and Brands to control how their content reaches a broad audience through multiple social media channels.

with our analytical capabilities that track user engagement, we provide the opportunity for Creators and Brands to monetize content across

multiple digital platforms including Facebook, Instagram, TikTok, Snapchat, YouTube, Twitter and more, which by extension generates revenue

opportunities for us.

believe our investments in AI-powered tools for content development, moderation, distribution and audience management on our Technology

Platform allow us to deliver a robust solution to attract Creators and Brands.

Our suite of tools allows for creative content development

and distribution, as well as targeted interaction by Brands.

Sophisticated algorithms based on natural language datasets created through

engagement with hundreds of millions of users allow us to providers users with reach and measurement tools that we consider a key differentiator.

On behalf of Brands, our AI-powered tools and algorithms allow for the creation and execution of immersive brand experiences that leverage

the growing power of Creators and reach across the customer journey, from awareness to purchase to loyalty programs.

plan to continue to invest and learn from our experiences to build features designed to separate us from our competition, with the goal

of being the go-to platform for Creators seeking to distribute and monetize their content and for Brands to reach consumers through targeted

time, we believe we can play a key role in altering the creator economy so more economic return flows directly to the artists, influencers,

athletes, celebrities and every-day users creating content and less flows to the big-tech intermediaries that dominate today.

Our Experiential Offerings in Ways That Create Revenue Opportunities, Build Our Brand and Culture and Fuel Our Ecosystem

have observed that younger demographics are increasingly prioritizing concerts, sports, and other entertainment options over material

According to a study conducted by Expedia and the Center for Generational Kinetics, LLC, 74% of Americans aged 18-65 polled place

more value on experiences than products or things.

Because we deliver live and digital entertainment through our Technology Platform,

we believe we are well positioned to take advantage of these continuing secular trends and create new offerings and investment opportunities.

live Events we produce are a source of content that afford us with opportunities to promote and leverage our Technology Platform and

build our brand, in addition to being revenue generative in and of themselves.

We believe these Events, featuring well-known names in

music and athletics, attract individuals and businesses to our ecosystem and drive user engagement, and position us where we believe

consumer interest is trending.

We believe that these Events are exciting to our users, offer sponsorship and engagement opportunities

for Brands, and provide inspiration to Creators.

Combined with our suite of tools to market these Events on the Triller app, TrillerTV,

and other social media platforms, we intend to continue to seek to monetize the interest in these Events and related content.

also seek to position ourselves to take advantage of the growing demand for content.

Through our owned and licensed entertainment and

media products, our distribution platforms and our integration with third-party platforms, we believe we are positioned at the center

of this demand.

As new distribution models and technologies have broadened access and enhanced the consumer experience, premium content

values have increased.

Through our Technology Platform, Events and content and distribution properties, we seek to foster value creation,

for us and both the artists and influencers that use our Technology Platform.

in Adjacent High Growth Industry Segments

global Technology Platform has enabled us to enter new, fast-growing industry segments where we are able to leverage long-standing business

partnerships and relevant commercial insights to accelerate scale.

Our Technology Platform allows us to identify areas of growth early

and benefit from constant technological disruption.

Our existing footprint helps to facilitate organic investment in new adjacent industry

We plan to execute upon these opportunities as they emerge in the future.

Strategic Growth Through Mergers and Acquisitions on Our Technology Platform

mergers and acquisitions strategy has been focused on investing in intellectual property and acquiring capabilities for our Technology

We will continue to invest in mergers and acquisitions to complement our internal capabilities and enhance the value of our

Technology Platform.

We believe that owning a highly curated intellectual property asset base and global capabilities set further enhance

the ecosystem connectivity that makes our Technology Platform the ideal home for numerous future acquisition targets that fit the profile

of our investment strategy.

We also will opportunistically seek to monetize and or dispose of certain assets, if needed.

We also believe

that the insights that we have gained from our position in the content ecosystem, social media landscape and e-commerce business give

us access to a vast amount of information that informs our investment activities and has the potential to provide access to proprietary

acquisition and investment opportunities.

management team also has the combined experience of executing more than $50 billion in transactional value in content and technology

mergers and acquisitions.

Collectively, we believe these insights and experience position us well to evaluate targets and identify synergies

and growth potential.

We seek to leverage the experience and relationships of our management team, creative incentive structures to our

partners and our portfolio of assets to attract Brands and Creators to our Technology Platform.

This experience, together with learnings

from our acquisitions to date and insights gained from our position in the content ecosystem, give us access to a vast amount of information

that can help us assess acquisition targets.

an Ecosystem Empowered by Fintech

Fintech Landscape

July 2018, the HKMA introduced the “Open API Framework” to facilitate the development and wider adoption of application

programming interfaces or APIs by the banking sector.

The Open API functions include product information, customer acquisition, account

information and transactions.

The HKMA also launched the Faster Payment System in September 2018 to facilitate real-time payments

and fund transfers between banks and stored value facility operators with the use of a recipient’s mobile number or email address

as an account proxy.

We believes that, with the on-going business integration with the GBA, Hong Kong is likely to see further

liberalization in the financial services sector in the coming years, especially in relation to the use of financial technologies.

July 2018, the HKMA introduced the “Open API Framework” to facilitate the development and wider adoption of application

programming interfaces or APIs by the banking sector.

The Open API functions include product information, customer acquisition, account

information and transactions.

The HKMA also launched the Faster Payment System in September 2018 to facilitate real-time payments

and fund transfers between banks and stored value facility operators with the use of a recipient’s mobile number or email address

as an account proxy.

We believes that, with the on-going business integration with the GBA, Hong Kong is likely to see further

liberalization in the financial services sector in the coming years, especially in relation to the use of financial technologies.

Synergy to be Realized Leveraging on Existing Infrastructure and Partners

provide a seamless customer journey, increase customers’ stickiness and deepen their share wallet, Our future strategic focus intends

to create an integrated digital ecosystem by leveraging existing infrastructure, customers and partners.

to realize synergies across different business units by:

focusing on product portfolio

enhancements, including endowment insurance and investment fund savings plans;

leveraging the flexibility

offered by different financing options, including insurance premium financing, point-of-sale consumer credit, personal credit

facility or mortgage financing;

using the IFA sales team

as a large distribution channel.

digital platform is one of its core customer acquisition engines which we intends to further equip with functionalities including a cash

management tool for customers, and a transaction platform that encompasses insurance and investment products, retail consumption, medical

appointments, content marketing and social sharing.

targeting customers’ needs at various life stages, we intends to provide a one-stop service to customers while enhancing its

cross-selling business opportunities.

Further collaboration will also be sought in the future with its local partners and overseas

fintech investments.

Fintech will continue to invest in fintech developments to improve its capabilities and attract local and global

business partners.

Corporate Information

were originally incorporated on October 8, 2018 in the British Virgin Islands as a special purpose acquisition company under the former

name of AGBA Acquisition Limited (“AAL”).

In connection with the consummation of the Business Combination (as defined below),

we changed our name from “AGBA Acquisition Limited” to “TRILLER GROUP INC.”.

Our principal executive office is

located at 7119 West Sunset Boulevard, Suite 782

Los Angeles, CA.

Corporate Information

were originally incorporated on October 8, 2018 in the British Virgin Islands as a special purpose acquisition company under the

former name of AGBA Acquisition Limited (“ AAL ”).

In connection with the consummation of the Business Combination (as

defined below), on October 15, 2024, we changed our name from “AGBA Acquisition Limited” to “Triller Group Inc.”

Our headquarters in Hong Kong is located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong.

own domain names and trademarks.

We are currently in the process of re-branding our business and as part of this exercise, AGBA is in

the process of obtaining domain names and trademark registrations for its new brands, such as “TAG,” “OnePlatform,”,

“AGBA Focus”, “AGBA Perform” and “AGBA Group,” among others.

intellectual property includes the “Triller,” “Triller Fight Club,” “TrillerFest,” “TrillerTV,”

“FITE,” “Cliqz”, “Fangage”, “Julius” and “Thuzio” Brands in addition to the

trademarks and copyrights associated with our content, Events, and the rights to use the intellectual property of our commercial partners.

Substantially all of our IP and owned assets that we acquire are protected by trademarks and copyright, whether registered or unregistered.

To protect its existing and potential, future intellectual property, we have entered into confidentiality and proprietary rights

agreements with employees, consultants, contractors and business partners;

employees and contractors are also subject to invention assignment

As part of its contracting process with third parties, we use contract terms such as limited licenses, restrictions on use,

and confidentiality, as additional measures to protect its intellectual property.

headquarters in Hong Kong is located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong, which is situated in one of Hong Kong’s

prime central business districts.

The lease agreement for the building, between Viewbest Investments Limited (Viewbest), as landlord,

and Legacy Group, was executed on June 14, 2019.

term of the AGBA Tower lease is six years, with a tentative expiry date of February 28, 2026.

we are not the party to the AGBA Tower lease agreement, we are currently occupying space in the building.

of December 31, 2024, we had 288 full-time and full-time equivalent employees.

None of the employees are represented by a labor union,

and we consider our employee relations to be good.

Access to Company’s Reports and Disclosure Information

internet website address is https://www.agba.com, to which we regularly post copies of our press releases as well as additional information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports

filed, will be available to you free of charge through the Investors section of our website as soon as reasonably practicable after such

materials have been electronically filed with, or furnished to, the Securities and Exchange Commission (the “SEC”).

maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding

issuers that file electronically with the SEC.

We include our web site address in this Annual Report on Form 10-K only as an inactive

textual reference.

Information contained in our website does not constitute a part of this report or our other filings with the SEC.

We intend to build a lead management tool

to recommend new and personalized insurance products to customers, which we intend to be a key priority for 2025 and beyond.

Leverage Our Technology, Tools and Features

to Continue to Attract and Engage Creators, Brands and Users and Build a Robust Ecosystem

We intend to continue leveraging our integrated

global platform to maximize the growth potential of our business.

The proliferation of digital content and engagement with such content,

and the convergence of live entertainment and digital technologies, have expanded use cases, exposure and monetization opportunities for

our Technology Platform and our customers.

We believe that our integrated capabilities and global reach allow us to deepen relationships

with existing Brands, Creators and Users and attract new Brands, Creators, Users and partners.

We believe that the suite of tools and features

that we offer are a key differentiator as we work to grow the scope and depth of engagement from Creators, Brands and users and continue

to expand our ecosystem.

We believe our Technology Platform delivers digital distribution tools that enable Creators and Brands to control

how their content reaches a broad audience through multiple social media channels.

Together with our analytical capabilities that track

user engagement, we provide the opportunity for Creators and Brands to monetize content across multiple digital platforms including Facebook,

Instagram, TikTok, Snapchat, YouTube, Twitter and more, which by extension generates revenue opportunities for us.

We believe our investments in AI-powered tools

for content development, moderation, distribution and audience management on our Technology Platform allow us to deliver a robust solution

to attract Creators and Brands.

Our suite of tools allows for creative content development and distribution, as well as targeted interaction

Sophisticated algorithms based on natural language datasets created through engagement with hundreds of millions of users allow

us to providers users with reach and measurement tools that we consider a key differentiator.

On behalf of Brands, our AI-powered tools

and algorithms allow for the creation and execution of immersive brand experiences that leverage the growing power of Creators and reach

across the customer journey, from awareness to purchase to loyalty programs.

We plan to continue to invest and learn from our

experiences to build features designed to separate us from our competition, with the goal of being the go-to platform for Creators seeking

to distribute and monetize their content and for Brands to reach consumers through targeted engagement.

Over time, we believe we can play a key role in

altering the creator economy so more economic return flows directly to the artists, influencers, athletes, celebrities and every-day users

creating content and less flows to the big-tech intermediaries that dominate today.

Expand Our Experiential Offerings in Ways

That Create Revenue Opportunities, Build Our Brand and Culture and Fuel Our Ecosystem

We have observed that younger demographics are

increasingly prioritizing concerts, sports, and other entertainment options over material goods.

According to a study conducted by Expedia

and the Center for Generational Kinetics, LLC, 74% of Americans aged 18-65 polled place more value on experiences than products or things.

Because we deliver live and digital entertainment through our Technology Platform, we believe we are well positioned to take advantage

of these continuing secular trends and create new offerings and investment opportunities.

Other live Events we produce are a source of content

that afford us with opportunities to promote and leverage our Technology Platform and build our brand, in addition to being revenue generative

in and of themselves.

We believe these Events, featuring well-known names in music and athletics, attract individuals and businesses to

our ecosystem and drive user engagement, and position us where we believe consumer interest is trending.

We believe that these Events

are exciting to our users, offer sponsorship and engagement opportunities for Brands, and provide inspiration to Creators.

Combined with

our suite of tools to market these Events on the Triller app, TrillerTV, and other social media platforms, we intend to continue to seek

to monetize the interest in these Events and related content.

We also seek to position ourselves to take advantage

of the growing demand for content.

Through our owned and licensed entertainment and media products, our distribution platforms and our

integration with third-party platforms, we believe we are positioned at the center of this demand.

As new distribution models and technologies

have broadened access and enhanced the consumer experience, premium content values have increased.

Through our Technology Platform, Events

and content and distribution properties, we seek to foster value creation, for us and both the artists and influencers that use our Technology

Invest in Adjacent High Growth Industry

Our global Technology Platform has enabled us

to enter new, fast-growing industry segments where we are able to leverage long-standing business partnerships and relevant commercial

insights to accelerate scale.

Our Technology Platform allows us to identify areas of growth early and benefit from constant technological

Our existing footprint helps to facilitate organic investment in new adjacent industry segments.

We plan to execute upon these

opportunities as they emerge in the future.

Emphasize Strategic Growth Through Mergers

and Acquisitions on Our Technology Platform

Our mergers and acquisitions strategy has been

focused on investing in intellectual property and acquiring capabilities for our Technology Platform.

We will continue to invest in mergers

and acquisitions to complement our internal capabilities and enhance the value of our Technology Platform.

We believe that owning a highly

curated intellectual property asset base and global capabilities set further enhance the ecosystem connectivity that makes our Technology

Platform the ideal home for numerous future acquisition targets that fit the profile of our investment strategy.

We also will opportunistically

seek to monetize and or dispose of certain assets, if needed.

We also believe that the insights that we have gained from our position

in the content ecosystem, social media landscape and e-commerce business give us access to a vast amount of information that informs our

investment activities and has the potential to provide access to proprietary acquisition and investment opportunities.

Our management team also has the combined experience

of executing more than $50 billion in transactional value in content and technology mergers and acquisitions.

Collectively, we believe

these insights and experience position us well to evaluate targets and identify synergies and growth potential.

We seek to leverage the

experience and relationships of our management team, creative incentive structures to our partners and our portfolio of assets to attract

Brands and Creators to our Technology Platform.

This experience, together with learnings from our acquisitions to date and insights gained

from our position in the content ecosystem, give us access to a vast amount of information that can help us assess acquisition targets.

Creating an Ecosystem Empowered by Fintech

Hong Kong’s Fintech Landscape

In July 2018, the HKMA introduced the “Open

API Framework” to facilitate the development and wider adoption of application programming interfaces or APIs by the banking sector.

The Open API functions include product information, customer acquisition, account information and transactions.

The HKMA also launched

the Faster Payment System in September 2018 to facilitate real-time payments and fund transfers between banks and stored value

facility operators with the use of a recipient’s mobile number or email address as an account proxy.

We believes that, with the

on-going business integration with the GBA, Hong Kong is likely to see further liberalization in the financial services sector

in the coming years, especially in relation to the use of financial technologies.

In July 2018, the HKMA introduced the “Open

API Framework” to facilitate the development and wider adoption of application programming interfaces or APIs by the banking sector.

The Open API functions include product information, customer acquisition, account information and transactions.

The HKMA also launched

the Faster Payment System in September 2018 to facilitate real-time payments and fund transfers between banks and stored value

facility operators with the use of a recipient’s mobile number or email address as an account proxy.

We believes that, with the

on-going business integration with the GBA, Hong Kong is likely to see further liberalization in the financial services sector

in the coming years, especially in relation to the use of financial technologies.

Group Synergy to be Realized Leveraging

on Existing Infrastructure and Partners

To provide a seamless customer journey, increase

customers’ stickiness and deepen their share wallet, Our future strategic focus intends to create an integrated digital ecosystem

by leveraging existing infrastructure, customers and partners.

We intend to realize synergies across different business units by:

focusing on product portfolio enhancements, including endowment insurance and investment fund savings plans;

leveraging the flexibility offered by different financing options, including insurance premium financing, point-of-sale consumer credit, personal credit facility or mortgage financing;

using the IFA sales team as a large distribution channel.

Our digital platform is one of its core customer

acquisition engines which we intends to further equip with functionalities including a cash management tool for customers, and a transaction

platform that encompasses insurance and investment products, retail consumption, medical appointments, content marketing and social sharing.

By targeting customers’ needs at various

life stages, we intends to provide a one-stop service to customers while enhancing its cross-selling business opportunities.

Further collaboration will also be sought in the future with its local partners and overseas fintech investments.

Fintech will continue

to invest in fintech developments to improve its capabilities and attract local and global business partners.

Our Corporate Information

We were originally incorporated on October 8, 2018 in the British Virgin

Islands as a special purpose acquisition company under the former name of AGBA Acquisition Limited (“AAL”).

In connection

with the consummation of the Business Combination (as defined below), we changed our name from “AGBA Acquisition Limited”

to “AGBA Group Inc.”.

On October 15, 2024, the Company consummated the merger transaction with Triller Corp., a Delaware corporation,

pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024, as amended, by and between AGBA,

its wholly owned subsidiary AGBA Social Inc., Triller Corp.

and Bobby Sarnevesht, as sole representative of the Triller Corp.

stockholders.

Our principal executive office is located at 7119 West Sunset Boulevard, Suite 782 Los Angeles, CA.

Intellectual Property

We own domain names and trademarks.

We are currently

in the process of re-branding our business and as part of this exercise, AGBA is in the process of obtaining domain names and trademark

registrations for its new brands, such as “TAG,” “OnePlatform,”, “AGBA Focus”, “AGBA Perform”

and “AGBA Group,” among others.

Our intellectual property includes the “Triller,”

“Triller Fight Club,” “TrillerFest,” “TrillerTV,” “FITE,” “Cliqz”, “Fangage”,

“Julius” and “Thuzio” Brands in addition to the trademarks and copyrights associated with our content, Events,

and the rights to use the intellectual property of our commercial partners.

Substantially all of our IP and owned assets that we acquire

are protected by trademarks and copyright, whether registered or unregistered.

To protect its existing and potential, future

intellectual property, we have entered into confidentiality and proprietary rights agreements with employees, consultants, contractors

and business partners;

employees and contractors are also subject to invention assignment provisions.

As part of its contracting process

with third parties, we use contract terms such as limited licenses, restrictions on use, and confidentiality, as additional measures to

protect its intellectual property.

Our headquarters in Hong Kong was originally

located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong, which cover approximately 40,000 square feet pursuant to an operating

lease in a term of 6 years that was expired in February, 2026.

The headquarters in Hong Kong is located at 20/F.

FOYER, 625 King’s

Road, North Point, Hong Kong, which cover approximately 12,000 squares feet pursuant to an operating lease in a term of 4 years that will

expire in November 2029.

The lease agreement for the building, between Island Land Development Limited, as landlord, was executed on December

We believe our current facility is suitable and adequate to meet our current needs.

As of December 31, 2025, we had 144 full-time and

full-time equivalent employees.

None of the employees are represented by a labor union, and we consider our employee relations to be good.

Website Access to Company’s Reports and

Disclosure Information

Our internet website address is https://www.agba.com,

to which we regularly post copies of our press releases as well as additional information about us.

Our annual reports on Form 10-K, quarterly

reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed, will be available to you free of charge

through the Investors section of our website as soon as reasonably practicable after such materials have been electronically filed with,

or furnished to, the Securities and Exchange Commission (the “SEC”).

The SEC maintains an internet site (http://www.sec.gov)

that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference.

Information contained in our

website does not constitute a part of this report or our other filings with the SEC.

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-K

Item 1. Business