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Item 3. Legal Proceedings

2026-04-14 compared with 2026-01-26 · 140 added, 121 removed, 127 unchanged (67% of the section changed)

LEGAL PROCEEDINGS

time to time, the Company may be subject to various legal proceedings, investigations, or claims that arise in the ordinary course of

our business activities.

Except for the proceeding below, the Company is not currently a party to any other legal proceedings the outcome

of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on its business,

financial condition, and results of operations.

time to time, the Company may be subject to various legal proceedings, investigations, or claims that arise in the ordinary course of

our business activities.

Except for the proceeding below, the Company is not currently a party to any other legal proceedings the outcome

of which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on its business,

financial condition, and results of operations.

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

March 27, 2018, the writ of summons was issued against AGBA and seven related companies of the former stockholder (the “Defendants”)

From time to time, the Company may be subject

to various legal proceedings, investigations, or claims that arise in the ordinary course of our business activities.

Except for the proceedings

below, the Company is not currently a party to any other legal proceedings the outcome of which, if determined adversely to the Company,

would individually or in the aggregate have a material adverse effect on its business, financial condition, and results of operations.

From time to time, the Company may be subject

to various legal proceedings, investigations, or claims that arise in the ordinary course of our business activities.

Except for the proceeding

below, the Company is not currently a party to any other legal proceedings the outcome of which, if determined adversely to the Company,

would individually or in the aggregate have a material adverse effect on its business, financial condition, and results of operations.

CACV 1116/2025 (on appeal from

On March 27, 2018, the writ of summons was

issued against AGBA and seven related companies of the former stockholder (the “Defendants”) by the Plaintiff.

alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

In February 2023, the Court granted

leave for this action be set down for trial of 13 days.

This trial will take place from November 25, 2024 to December 11, 2024.

October 31, 2025, the Court granted judgement in favor of the Plantiff.

On November 28, 2025, the Defendants lodged and served the Notice

of Appeal (CACV 1116/2025) to the Court of Appeal.

Legal counsel of the Company will continue to handle in this matter.

At this stage

in the proceedings, it is unable to determine the probability of the outcome of the appeal or the range of reasonably possible loss as

the Court is in the process of quantifying the amount of damages.

On April 30, 2019, the writ of summons was

issued against the Company’s subsidiary, three related companies and the former directors, stockholders and financial consultant

by the Plaintiff.

This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff.

February 2023, the Court granted leave for this action be set down for trial of 13 days.

This trial will take place from November

25, 2024 to December 11, 2024.

On October 31, 2025, the Court granted judgement in favor of the Plantiff.

On November 28, 2025, the Defendants

lodged and served the Notice of Appeal (CACV 1116/2025) to the Court of Appeal.

Legal counsel of the Company will continue to handle

in this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome of the appeal or the range

of reasonably possible loss as the Court is in the process of quantifying the amount of damages.

April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies and the former

directors, stockholders and financial consultant by the Plaintiff.

This action alleged the deceit and misrepresentation from an

inducement of the fund subscription and claimed for compensatory damage of approximately $2 million (equal to HK$17.1million).

On April 18, 2024, the court made an order that the plaintiff shall set the case down for trial on or before July 6, 2024 for a 7

days trial before a judge and there shall be a pre-trial review before the trial judge on a date 12 weeks before the trial.

plaintiff and the defendants agreed on a time extension until August 8, 2024 to set the case down for trial.

On August 9, 2024, the

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

On February 17, 2025, the

Company filed an amended defence to the court and the next case management conference is fixed to be heard on January 6, 2026.

case be adjourned to July 21, 2026 for another case management conference and parties can attempt mediation to resolve the dispute before the schedule case management conference.

This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory

damage of approximately $2 million (equal to HK$17.1million).

On April 18, 2024, the court made an order that the plaintiff shall

set the case down for trial on or before July 6, 2024 for a 7 days trial before a judge and there shall be a pre-trial review before the

trial judge on a date 12 weeks before the trial.

The plaintiff and the defendants agreed on a time extension until August 8, 2024 to set

the case down for trial.

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

On February 17, 2025, the Company filed an amended defence to the court and the next case management conference is fixed to

be heard on January 6, 2026.

The case be adjourned to July 21, 2026 for another case management conference and parties can attempt mediation

to resolve the dispute before the schedule case management conference.

Legal counsel of the Company will continue to handle in this matter.

At this stage in the proceedings, it is unable to determine the

probability of the outcome of the matter or the range of reasonably possible loss, if any.

2097/2020 and HCA 2098/2020

On December 15, 2020, the writs of summons were issued against the

Company and the former consultant by the Plaintiff.

This action alleged the misrepresentation and conspiracy causing the loss from the

investment in corporate bond and claimed for compensatory damage of approximately $1.7 million.

The Company previously made approximately

$0.8 million as contingency loss for the year ended December 31, 2021.

Parties participated in a mediation held on March 25, 2022 and

negotiated for settlement through without prejudice correspondence, no settlement was reached.

The pre-trial review is fixed to be heard

on January 29, 2026 and the 6-days trial is fixed to be heard from May 14 to 21, 2026.

The case is on-going and legal counsel of the Company

will continue to handle this matter.

As of December 31, 2024, the Company accrued a legal provision of approximately $0.8 million as a

liability in the consolidated balance sheets.

Music Entertainment

August 29, 2022, Sony Music Entertainment, Sony Music Entertainment U.S.

Latin LLC, Arista Records LLC, Records Label, LLC and Zomba

Recording LLC, or collectively, the Plaintiffs, filed a complaint in the United States District Court for the Southern District of New

York captioned Sony Music Entertainment, et al.

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

loss, if any.

HCA 2097/2020 and HCA 2098/2020

On December 15, 2020, the writs of summons were

issued against the Company and the former consultant by the Plaintiff.

This action alleged the misrepresentation and conspiracy causing

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

The Company previously

made approximately $0.8 million as contingency loss for the year ended December 31, 2021.

Parties participated in a mediation held on

March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement was reached.

The pre-trial review

is fixed to be heard on January 29, 2026 and the 6-days trial is fixed to be heard from May 14 to 21, 2026.

The case is on-going and legal

counsel of the Company will continue to handle this matter.

As of December 31, 2025 and 2024, the Company accrued the legal provision of

approximately $0.8 million as a liability in the consolidated balance sheets.

Sony Music Entertainment

On August 29, 2022, Sony Music Entertainment,

Sony Music Entertainment U.S.

Latin LLC, Arista Records LLC, Records Label, LLC and Zomba Recording LLC, or collectively, the Plaintiffs,

filed a complaint in the United States District Court for the Southern District of New York captioned Sony Music Entertainment, et al.

Triller, Inc., Case No.

1:22-cv-07380-PKC.

On September 22, 2022, Plaintiffs filed

a First Amended Complaint or the Complaint, against we alleging claims for breach of contract, copyright infringement pursuant to 17

§ 1401, contributory copyright infringement, and vicarious copyright infringement.

On May 16, 2023, the court entered partial

final judgment in favor of Plaintiffs on Plaintiffs’ breach of contract claim and ordered the Company to pay Plaintiffs $4.6 million.

Thereafter, the Company and the Plaintiffs entered into a Confidential Settlement Agreement dated July 21, 2023 to resolve Plaintiffs’

remaining claims and provide for an agreed plan for payment of the judgment, pursuant to which we agreed to pay an additional sum of

money to Plaintiffs and, upon receipt by Plaintiffs of certain payments under the Agreement, Plaintiffs agreed to release claims arising

under the Content Distribution Agreement, effective September 1, 2016, between the parties and this action.

On May 22, 2024, Plaintiff

filed a lawsuit against Triller Platform Co., Triller Corp., and Triller Hold Co LLC in New York for breach of settlement agreement.

Though we have not fulfilled all of our payment obligations under the Agreement to date, we maintain an ongoing dialogue with Plaintiffs

and make periodic progress payments when available.

As of October 15, 2024 and December 31, 2024, we have recorded liabilities of $3.6

million for the unpaid amount owed.

On September 22, 2022, Plaintiffs filed a First Amended Complaint or the Complaint, against

we alleging claims for breach of contract, copyright infringement pursuant to 17 U.S.C.

§ 1401, contributory copyright infringement,

and vicarious copyright infringement.

On May 16, 2023, the court entered partial final judgment in favor of Plaintiffs on Plaintiffs’

breach of contract claim and ordered the Company to pay Plaintiffs $4.6 million.

Thereafter, the Company and the Plaintiffs entered into

a Confidential Settlement Agreement dated July 21, 2023 to resolve Plaintiffs’ remaining claims and provide for an agreed plan for

payment of the judgment, pursuant to which we agreed to pay an additional sum of money to Plaintiffs and, upon receipt by Plaintiffs of

certain payments under the Agreement, Plaintiffs agreed to release claims arising under the Content Distribution Agreement, effective

September 1, 2016, between the parties and this action.

On May 22, 2024, Plaintiff filed a lawsuit against Triller Platform Co., Triller

Corp., and Triller Hold Co LLC in New York for breach of settlement agreement.

Though we have not fulfilled all of our payment obligations

under the Agreement to date, we maintain an ongoing dialogue with Plaintiffs and make periodic progress payments when available.

December 31, 2025 and 2024, we have recorded liabilities of $3.6 million for the unpaid amount owed.

Sony Music Publishing Europe Limited (SOLAR)

2 unchanged sentences

alleging claims of songwriter/producer music publishing rights infringement.

A default judgement for £3.8 million was ruled in

SOLAR’s favor and SOLAR filed an action in the Superior Court of California for the County of Los Angeles for recognition of this

foreign country money judgment in the amount of $4.4 million.

As of October 15, 2024 and December 31, 2024, we have included the amount

of $4.4 million as a liability in the consolidated balance sheets.

A default judgement for £3.8 million was ruled in SOLAR’s

favor and SOLAR filed an action in the Superior Court of California for the County of Los Angeles for recognition of this foreign country

money judgment in the amount of $4.4 million.

As of December 31, 2025 and 2024, we have included the amount of $4.4 million as a liability

in the consolidated balance sheets.

Music Licensing

Although the Company did not generate any revenue

from its social media or sports streaming business segments during the year ended December 31, 2025, it retains outstanding obligations

under prior music licensing agreements totalling approximately $30.0 million as of December 31, 2025.

The following risks relate primarily

to these legacy obligations and to the Company’s ability to resume revenue-generating activities in these segments in the future.

We have outstanding contractual obligations to

2 unchanged sentences

aspects of our business.

As of October 15, 2024 and December 31, 2024, we have recorded liabilities in the amount of $30.0 million for

unpaid amounts owed under its music licenses.

We are also involved in various legal proceedings and has received threats of litigation

from Rightsholders.

We believe it may be or become liable to Rightsholders for additional amounts such as interest, penalty fees, attorneys’

fees, copyright infringement damages and other amounts, but is currently unable to estimate the probability of loss associated with these

actions or the range or reasonably possible losses, if any, or the impact such losses may have on our results of operations, financial

condition or cash flows.

As of December 31, 2025 and 2024, we have recorded liabilities in the amount of $30.0 million for unpaid amounts

owed under its music licenses.

We are also involved in various legal proceedings and have received threats of litigation from Rightsholders.

We believe it may be or become liable to Rightsholders for additional amounts such as interest, penalty fees, attorneys’ fees, copyright

infringement damages and other amounts, but is currently unable to estimate the probability of loss associated with these actions or the

range or reasonably possible losses, if any, or the impact such losses may have on our results of operations, financial condition or cash

Fox Plaza Lease

On August 29, 2023, Fox Plaza, LLC initiated an

8 unchanged sentences

has been set for August 27, 2024.

It is reasonably

possible that the potential loss may exceed our accrued liability.

As of December 31, 2024, we have accrued a liability for this loss

contingency in the amount of $1.75 million, which we believe represent the best estimate of the probable loss.

It is reasonably possible

that the ultimate resolution of this matter could differ from the amount accrued.

It is reasonably possible that the potential loss may exceed our accrued liability.

As of December 31,

2025 and 2024, we have accrued a liability for this loss contingency in the amount of $1.75 million, which we believe represent the best

estimate of the probable loss.

It is reasonably possible that the ultimate resolution of this matter could differ from the amount accrued.

Concentrix Daksh

6 unchanged sentences

While we intend to defend

the claim vigorously, we believe the recorded amount represents the probable loss as of December 31, 2024.

the claim vigorously, we believe the recorded amount represents the probable loss as of December 31, 2025 and 2024.

Epic Sports & Entertainment

5 unchanged sentences

potential settlement range of approximately $0.6 to $2.0 million.

As of December 31, 2024, we have accrued a legal provision of approximately

$1.9 million as a liability in the consolidated balance sheets.

Arbitration Award

As of December 31, 2025 and 2024, we have accrued a legal provision

of approximately $1.9 million as a liability in the consolidated balance sheets.

Samsung Arbitration Award

In connection with the Merger Transaction, the

7 unchanged sentences

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

of December 31, 2024, the Company accrued approximately $3.0 million as a liability in the consolidated balance sheets.

of December 31, 2025 and 2024, the Company accrued approximately $3.0 million as a liability in the consolidated balance sheets.

Prem Parameswaren

1 unchanged sentence

to claims asserted by Prem Parameswaran, the former Chief Executive Officer of Triller Corp for alleged unpaid compensation.

litigation, the parties reached an agreement in principle for a settlement consisting of $500,000 in cash and 625,000 stock units, subject

to approval by AGBA Group Holding Limited.

As of December 31, 2024, we have accrued approximately $2.4 million as a liability pertaining

to this matter, representing the probable settlement amount.

litigation, the parties reached an agreement in principle for a settlement consisting of $500,000 in cash, and 625,000 stock units which

was issued and settled during the year ended December 31, 2025.

As of December 31, 2025, we have accrued approximately $0.5 million in

the consolidated balance sheets.

Triller Legacy, LLC Settlement Agreement

16 unchanged sentences

As of December

31, 2024, we have accrued approximately $3.0 million as a liability pertaining to this dispute, which represents our best estimate of

the probable loss.

31, 2025 and 2024, we have accrued approximately $3.0 million as a liability pertaining to this dispute, which represents our best estimate

of the probable loss.

YA II PN, Ltd.

On November 26, 2024, the Company, Triller Corp.,

a wholly-owned subsidiary of the Company, Triller Hold Co LLC, (“ Triller Hold Co ”), a Delaware limited liability company

and a wholly-owned subsidiary of the Company, and Holdings Limited, a Cayman Islands limited company, (collectively as

the “Defendants”) were served with a summon and a notice of motion for summary judgment in lieu of compliant filed by YA

(the “ Plaintiff ”), a Cayman Islands exempt limited partnership, in the Supreme Court of the State of New

York County of New York for the payment of for $35,546,302.19, plus default interest that continues to accrue, pre-judgment interest,

costs, legal fees, and expenses.

The Plaintiff alleged that the defendants were in default of (i) that certain Amended and Restated Secured

Convertible Promissory Note, Number AGBA-1, dated as of June 28, 2024, delivered by the Company to the Plaintiff (as amended, the “ Note ”),

(ii) that certain Second Amended and Restated Standby Equity Purchase Agreement, dated as of June 28, 2024, by and among the Company,

the Plaintiff and Triller Corp.

(the “ SEPA ”), (iii) that certain Amended and Restated Guaranty Agreement, dated as

of June 28, 2024, by and among Triller Corp., Triller Hold Co and the Plaintiff (the “ Triller Guaranty ”), (iv) that

certain Amended and Restated Pledge Agreement, dated June 28, 2024, by and between Triller Hold Co and the Plaintiff (the “ Triller

Pledge Agreement ”), (v) that certain Guaranty Agreement, dated as of June 28, 2024, by and between Convoy Global Holdings Limited,

and the Plaintiff, (vi) that certain Pledge Agreement, dated as of June 28, 2024, by and between the Company and the Plaintiff (the “ Company

Guaranty ”), and (vii) that certain Amended and Restated Registration Rights Agreement, dated as of June 28, 2024, by and between

the Company and the Plaintiff (the “ Registration Rights Agreement ”).

and a wholly-owned subsidiary of the Company, and Holdings Limited, a Cayman Islands limited company, (collectively as the “Defendants”)

were served with a summon and a notice of motion for summary judgment in lieu of compliant filed by YA II PN, Ltd.

(the “ Plaintiff ”),

a Cayman Islands exempt limited partnership, in the Supreme Court of the State of New York County of New York for the payment of for $35,546,302.19,

plus default interest that continues to accrue, pre-judgment interest, costs, legal fees, and expenses.

The Plaintiff alleged that the

defendants were in default of (i) that certain Amended and Restated Secured Convertible Promissory Note, Number AGBA-1, dated as of June

28, 2024, delivered by the Company to the Plaintiff (as amended, the “ Note ”), (ii) that certain Second Amended and

Restated Standby Equity Purchase Agreement, dated as of June 28, 2024, by and among the Company, the Plaintiff and Triller Corp.

“ SEPA ”), (iii) that certain Amended and Restated Guaranty Agreement, dated as of June 28, 2024, by and among Triller

Corp., Triller Hold Co and the Plaintiff (the “ Triller Guaranty ”), (iv) that certain Amended and Restated Pledge Agreement,

dated June 28, 2024, by and between Triller Hold Co and the Plaintiff (the “ Triller Pledge Agreement ”), (v) that certain

Guaranty Agreement, dated as of June 28, 2024, by and between Convoy Global Holdings Limited, and the Plaintiff, (vi) that certain Pledge

Agreement, dated as of June 28, 2024, by and between the Company and the Plaintiff (the “ Company Guaranty ”), and (vii)

that certain Amended and Restated Registration Rights Agreement, dated as of June 28, 2024, by and between the Company and the Plaintiff

(the “ Registration Rights Agreement ”).

On June 20, 2025, we transferred 3,000,000 shares

36 unchanged sentences

unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any.

Subsequent to December 31, 2024, we are involved

in the following material legal proceedings:

Diamond Jr.et al.

16 unchanged sentences

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

of reasonable possible loss, if any.

of reasonable possible losses, if any.

On February 16, 2026, a writ of summons was served

on the Company by the plaintiff, Singway (B.V.I.) Company Limited, in connection with an alleged breach of a tenancy agreement relating

to commercial premises located on the 3 rd floor of Hopewell Centre in Hong Kong.

The claim includes, among other things, recovery

of vacant possession, arrears of rental payments, other outstanding charges, interest and damages in an aggregated amount of approximately

$42.9 million.

The Company is going to file and serve its defence and counterclaim on or before April 29, 2026.

Legal counsel of the Company

will continue to handle this matter.

At this stage in the proceedings, it is unable to determine the probability of the outcome of the

matter or the range of reasonably possible loss, if any.

MINE SAFETY DISCLOSURES

Not Applicable.

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 3. Legal Proceedings