What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-04-14 compared with 2026-01-26 · 446 added, 425 removed, 228 unchanged (79% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis provides information which our management believes is relevant to an assessment and understanding of

our results of operations and financial condition.

The discussion should be read in conjunction with our audited consolidated financial

statements included elsewhere in this Annual Report.

This discussion contains forward-looking statements based upon our current expectations,

estimates and projections, and involves numerous risks and uncertainties.

Actual results may differ materially from those contained in

any forward-looking statements due to, among other considerations, the matters discussed in the sections titled “Risk Factors”

and “Special Note Regarding Forward-Looking Statements.”

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.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides

information which our management believes is relevant to an assessment and understanding of our results of operations and financial condition.

The discussion should be read in conjunction with our audited consolidated financial statements included elsewhere in this Annual Report.

This discussion contains forward-looking statements based upon our current expectations, estimates and projections, and involves numerous

risks and uncertainties.

Actual results may differ materially from those contained in any forward-looking statements due to, among other

considerations, the matters discussed in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking

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

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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.

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,

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fiscal years ended December 31, 2025 and 2024, 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.

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

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

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

our Platform Business, Distribution

Business, Healthcare Business, and Fintech Business (collectively as “Financial Services Business”).

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.

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.

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

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

In addition to operating our Technology Platform,

we currently operate in four market-leading businesses:

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

Business (collectively as “Financial Services Business”).

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.

largest distribution channel is the FA Business, operating under the brand name Focus.

With its large salesforce of financial advisors,

“Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers,

primarily in connection with life insurance products.

Our FA Business has been the clear market leader in the insurance brokerage industry

in Hong Kong for decades, building up a large and highly productive salesforce.

As of December 31, 2024, there were around 1,231 financial

advisors at “Focus”, organized into 26 sales teams.

Each team is led by a “tree head”, responsible for managing

the financial advisors within their teams.

addition to the FA Business, we continued to expand our distribution footprint with the establishment and expansion of a number of additional

distribution channels, collectively known as our Alternative Distribution Business.

These distribution channels are targeted at specific

customer segments and/or capturing specific distribution opportunities.

2024, we continued to make significant investments into developing and expanding our financial advisors salesforce, broadening and deepening

the product range, as well as upgrading the supporting infrastructure.

Our infrastructure not only supports the financial consultants

in engaging with their customers, it also provides extensive operational support in relation to the processing of transactions, associated

payment flows, as well as after-sales services.

Building our infrastructure required substantial investments into technological, operational

and financial systems, as well as the development of comprehensive operational and support teams (operations support, customer services,

payments, etc.).

Since many of the financial products offered to our customers are regulated, on top of the various operational requirements,

we have built significant internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure

an appropriate level of regulatory compliance and supervision.

of our efforts to expand our distribution capabilities and improve our supporting infrastructure, we have successfully developed these

inter-related strategic assets:

Vast customer base in Hong Kong and growing

customer base in Mainland China.

Finally, we are an established operator and successful

investor in the FinTech industry.

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

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

Our largest distribution channel is the FA Business,

operating under the brand name Focus.

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

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

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

highly productive salesforce.

As of December 31, 2025, there were around 338 financial advisors at “Focus”, organized into

9 sales teams.

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

In addition to the FA Business, we continued to

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

as our Alternative Distribution Business.

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

distribution opportunities.

During 2025, we continued to make significant

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

the supporting infrastructure.

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

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

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

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

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

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

compliance and supervision.

As a result of our efforts to expand our distribution capabilities

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

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

State-of-the-art supporting infrastructure.

Relationships with and access to a broad

range of leading global financial product providers.

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

Deep market knowledge and understanding.

Highly productive and well-trained salesforce.

will continue to capitalize on these core strategic assets and match them with the emerging opportunities in our three core industries

(life insurance, wealth management and healthcare).

We will continue to capitalize on these core strategic

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

For the year ended December 31, 2025, the Company

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an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.

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

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

We expect sales volumes to return

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

integration of Hong Kong into the Greater Bay area.

Affecting Our Results of Operations and Future Performance

believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors

as described below, each of which presents growth opportunities for our business.

These factors also pose important challenges that we

must successfully address in order to sustain our growth and improve our results of operations.

Our ability to successfully address these

challenges is subject to various risks and uncertainties, including those described in Part I, Item 1A of this Form 10-K.

of Operations

of the Years Ended December 31, 2024 and 2023:

The following

tables set forth our results of operations by segment for the years ended December 31, 2024 and 2023 presented in U.S.

We will continue to widen our distribution footprint

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

as refining our abilities to service our customer base.

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

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

Key Factors Affecting Our Results of Operations and Future Performance

We believe that our financial performance has

been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents

growth opportunities for our business.

These factors also pose important challenges that we must successfully address in order to sustain

our growth and improve our results of operations.

Our ability to successfully address these challenges is subject to various risks and

uncertainties, including those described in Part I, Item 1A of this Form 10-K.

Results of Operations

Comparison of the Years Ended December 31, 2025 and 2024:

The following tables set forth our results of operations by segment

for the years ended December 31, 2025 and 2024 presented in U.S.

dollars (in thousands):

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Recurring asset management service fees

Advertising revenue

Subscription fees and paid-per-view fees

Total revenue

Operating expenses

Operating expenses for social media and streaming platform

Commission expense

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Legal and professional fee

Legal and professional fee, related party

Office and operating fee, related party

Provision for allowance for expected credit losses

Reversal of allowance for expected credit losses

Other general and administrative expenses

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Foreign exchange (loss) gain, net

Impairment on property and equipment

Impairment on intangible assets

Impairment on goodwill

Impairment on right-of-use assets

Bad debts written off

Investment loss, net

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Change in fair value of warrant liabilities

Sundry income

Change in fair value of asset held for sale

Total other expense, net

Income tax expense

Year ended December 31, 2023

Asset management service fees

For the year ended December 31, 2024

Sports streaming

Financial services

Loans interest income

Recurring asset management service fees

Advertising revenue

Subscription fees and paid-per-view fees

Total revenue

Operating expenses

Operating expenses for social media and streaming platform

Commission expense

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Provision for allowance for expected credit losses

General and administrative

Other general and administrative expenses

Total operating expenses

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Interest expense

Total other income (expense), net

Foreign exchange (loss) gain, net

Impairment on property and equipment

Impairment on intangible assets

Impairment on goodwill

Impairment on right-of-use assets

Investment loss, net

Change in fair value of convertible debts

Change in fair value of warrant liabilities

Sundry income

Total other expense, net

Income tax expense

Net income (loss)

The following

table summarizes the major operating revenues for the years ended December 31, 2024 and 2023:

The following table summarizes the major operating revenues for the

years ended December 31, 2025 and 2024:

(US$ in thousands)

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Social media and Sports streaming

On October 15, 2024, we completed the merger

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

Following the acquisition,

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

Since October 2024, we completed the merger transaction

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

Following the acquisition, Triller

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

social media and sports

For the post-acquisition period from October 16,

2024 to December 31, 2024, these segments contributed revenues of approximately $1.0 million and $4.1 million, respectively, or aggregate

18.53% of the Group’s total revenue.

media business segment mainly comprises of revenues from the provision of advertising services and SaaS services.

The social media business segment mainly comprises revenue from the

provision of advertising services and SaaS services.

The technology platform integrated from Triller Corp.

provides brands a variety of

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

In addition, the

SaaS platform provides customers with a detailed dashboard to measure creator-driven marketing campaigns, as well as a marketplace that

allows e-commerce brands to automate the onboarding of creators with per-transaction incentives for e-commerce transactions.

The sports streaming business segment mainly comprises revenue from

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

The technology platform

integrated from Triller Corp.

provides brands a variety of advertising services including AI-powered conversations and the augmentation

and execution of advertising campaigns.

In additions, the SaaS platform provides our customers a detailed dashboard to measure all creator

driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding creators with per-transaction

incentives for enabling e-commerce transactions.

Revenue from the SaaS platform subscriptions is recognized ratably over the life of

a subscription.

streaming business segment mainly comprises of revenues from subscriptions for streaming services and pay-per-view (“PPV”)

services for premium content and events.

The technology platform provides streaming services that acquires content licensing from various

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

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

streaming subscriptions is recognized ratably over the life of a subscription and revenue from streaming pay-per-view events is recognized

at the time the event airs.

provides streaming services that acquire content licenses from various sports and entertainment franchises to create a content-rich environment

for both subscription-based and pay-per-view consumption across a variety of platforms, including mobile phones, tablets, PCs, streaming

devices, set-top boxes, and connected TVs.

No income from social media and sports streaming business segments

are generated during the year ended December 31, 2025.

The Company generated $5.1 million revenues in these two segments during the year

ended December 31, 2024.

Financial services

Financial services business segment mainly comprises of commission

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from $22.4 million for the year ended December 31, 2024 to $21.6 million for the year ended December 31, 2025.

The decrease in

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

The decrease in revenue

was primarily attributable to softer market conditions in Hong Kong and lower business volumes in the financial services segment.

Operating Expenses

Operating expenses for social media and streaming platform

For the post-acquisition period from October 16,

2024 to December 31, 2024, the aggregate operating expenses for social media and streaming platform was $4.0 million, or 2.85% of the

Group’s operating expenses.

The operating expenses for social media primarily consisted of expenses related to talent and influencers

for brand activations.

The operating expenses for streaming platform are related to license fees, event rights fees, revenue sharing costs,

production costs, and influencer costs, among others.

For the years ended December 31, 2025 and 2024, the aggregate operating

expenses for social media and streaming platform were $0 and $4.0 million.

The operating expenses for social media primarily consisted

of expenses related to talent and influencers for brand activations.

The operating expenses for the streaming platform relate primarily

to license fees, event rights fees, revenue-sharing costs, production costs, and influencer costs.

The operating expenses for social

media and streaming platform decreased in line with the decline in revenues generated from social media and sports streaming.

Commission expense

The commission expense related to financial services

decreased $26.8 million, or 71.76% from $37.3 million for the year ended December 31, 2023 to $10.5 million for the year ended December

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

and marketing expenses

increased $2.8 million, or 27.00% from $10.5 million for the year ended December 31, 2024 to $13.4 million for the year ended December

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

Sales and marketing expenses

Social media and Sports streaming

Sales and marketing expenses of social media

and sports streaming segments primarily consist of marketing costs related to talent and influencers that are not directly tied to revenue-generating

These costs represent expenditure incurred to attract users to the Triller app.

For the post-acquisition period from October

16, 2024 to December 31, 2024, aggregate sales and marketing expenses for these segments totaled $1.3 million, representing 86.02% of

the Group’s total sales and marketing expenses.

services and Corporate

Sales and marketing expenses of financial services

and corporate segment primarily consist of brand promotion and spending on marketing programs to launch the insurance and investments

products distributed by our consultants.

The aggregate sales and marketing expenses for these segments decreased $3.5 million, or 94.11%

from $3.7 million for the year ended December 31, 2023 to $0.2 million for the year ended December 31, 2024.

The decrease was mainly

attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the

successful listing.

and development expenses

Sales and marketing expenses of social media and sports streaming segments

primarily consist of marketing costs related to talent and influencers that are not directly tied to revenue-generating activity.

costs represent expenditure incurred to attract users to the Triller app.

For the years ended December 31, 2025 and 2024, aggregate sales

and marketing expenses for these segments totaled $0.6 million and $1.3 million, respectively.

The decrease was consistent with the decline

in revenue generated from the social media and sports streaming segments.

Financial services and Corporate

Sales and marketing expenses of financial services and corporate segment

primarily consist of brand promotion and spending on marketing programs to launch the insurance and investments products distributed by

our consultants.

The aggregate sales and marketing expenses for these segments increased $0.5 million, or 210.50% from $0.2 million for

the year ended December 31, 2024 to $0.7 million for the year ended December 31, 2025.

The increase was mainly attributable to higher

allowances and incentives paid to financial advisors.

Research and development expenses

Social media and Sports streaming

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tools and labor.

For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate research and development expenses

for these segments totaled $1.3 million, representing 41.75% of the Group’s total research and development expenses.

For the years ended December 31, 2025 and 2024, aggregate research and development expenses for these segments totaled

$3.0 million and $1.3 million, respectively, representing an increase of $1.6 million or 123.72%.

The increase was primarily attributable

to the recognition of a full year of expenses for the year ended December 31, 2025 as compared to only a partial period in 2024 following

the acquisition of Triller Corp.

and its subsidiaries on October 15, 2024.

Financial services and Corporate

and development expenses of financial services and corporate segment primarily include personnel-related costs attributable to our IT

team, technology contractors, server facilities expenses, telecommunications expenses, software and hardware expenses to support and

maintain the technology platform infrastructure for financial services.

The aggregate research and development expenses for these segments

decreased $2.7 million, or 59.34% from $4.5 million for the year ended December 31, 2023 to $1.8 million for the year ended December

The decrease was mainly attributed to decreased in headcounts

and benefit expenses

and benefit expenses primarily consist of personnel-related costs and benefits and stock-based compensation costs for our administrative,

legal, human resources, information technology, corporate development, finance and accounting employees and executives.

Research and development expenses of financial services and corporate

segment primarily include personnel-related costs attributable to our IT team, technology contractors, server facilities expenses, telecommunications

expenses, software and hardware expenses to support and maintain the technology platform infrastructure for financial services.

The aggregate

research and development expenses for these segments decreased $0.7 million, or 37.56% from $1.8 million for the year ended December 31,

2024 to $1.1 million for the year ended December 31, 2025.

The decrease was mainly attributable to lower headcount.

Personnel and benefit expenses

Personnel and benefit expenses primarily consist

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

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

Social media and Sports streaming

For the post-acquisition period from October

16, 2024 to December 31, 2024, aggregate personnel and benefit expenses for social media and sports streaming segments totaled $2.2 million,

representing 2.56% of the Group’s total personnel and benefit expenses.

services and Corporate

For the years ended December 31, 2025 and 2024,

aggregate personnel and benefit expenses for social media and sports streaming segments totaled $16.9 million and $2.2 million, respectively,

representing an increase of $14.7 million or 676.71%.

The increase was primarily attributable to the recognition of a full year of expenses

for the year ended December 31, 2025 as compared to only a partial period in 2024 following the acquisition of Triller Corp.

and its subsidiaries

on October 15, 2024.

Financial services and Corporate

(US$ in thousands)

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Stock-based compensation

Personnel and benefit cost for these segments decreased by $9.0 million,

or 37.46% from $23.9 million for the year ended December 31, 2023 to $15.0 million for the year ended December 31, 2024.

was mainly attributed to the decreased headcount.

Stock-based compensation for executive directors and employees increased

by $64.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The increase was primarily due

to the settlement of accrued salaries to certain executive directors and employees of the Company and the amortization of the fair value

of restricted share units.

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

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

Personnel and benefit cost for these segments

decreased by $4.9 million, or 32.59% from $15.0 million for the year ended December 31, 2024 to $10.1 million for the year ended December

The decrease was mainly attributed to the decreased headcounts.

Stock-based compensation for executive directors

and employees increased by $13.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

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

of the fair value of restricted share units.

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

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

Legal and professional fee

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Social media and Sports streaming

For the post-acquisition period from October 16,

2024 to December 31, 2024, the legal and professional fee for social media and sports streaming segments totaled $3.1 million, representing

13.97% of the Group’s total legal and professional fee.

For the years ended December 31, 2025 and 2024,

the legal and professional fee for social media and sports streaming segments totaled $8.9 million and $3.1 million, respectively, representing

an increase of $5.8 million or 186.47%.

The increase was primarily attributable to the recognition of a full year of expenses for the

year ended December 31, 2025 as compared to only a partial period in 2024 following the acquisition of Triller Corp.

and its subsidiaries

on October 15, 2024.

Financial services and Corporate

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Legal and professional fees

Stock-based compensation

Legal and professional fees increased by $4.1 million, or 80.20%, for

the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The increase was primarily attributed to the increase

in the US legal counsel fees and the consulting fees incurred during the year.

Consulting fees under stock-based compensation increased by $1.6 million

or 18.43% for the year ended December 31, 2024, as compared to the year ended December 31, 2023.

The increase was mainly attributed to

the increase in corporate strategic consultancy and business marketing service rendered by certain third party consultants.

Consulting fees (stock-based related)

Legal and professional fees decreased by $0.7

million, or 8.08%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

The decrease was primarily attributable

to higher consulting fees incurred during the year.

Consulting fees under stock-based compensation

decreased by $2.7 million or 27.36% for the year ended December 31, 2025, as compared to the year ended December 31, 2024.

was mainly attributed to the decrease in corporate strategic consultancy and business marketing services incurred during the year.

Legal and professional fee, related party

Legal and professional fee, related party increased by US$0.6 million

from $0.9 million for the year ended December 31, 2024 to $0.3 million for the year ended December 31, 2023.

The increase was primarily

from the advisory services rendered by a related company which owned by the former Chairman of the Company whom resigned in December 2024.

Legal and professional fee, related party decreased

by $0.9 million from $0.9 million for the year ended December 31, 2024 to $0 for the year ended December 31, 2025.

The decrease was primarily

attributed to the termination of advisory services provided by a related company owned by the former Chairman of the Company, following

his resignation in December 2024.

Provision for allowance for expected credit losses

In accordance with Accounting Standards Codification

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

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

of the expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments and others receivable

which is recorded as a liability to offset the receivables.

For the years ended December 31, 2024 and 2023, the aggregated provision for

allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $2.5 million

and $1.1 million, respectively.

general and administrative expenses

In accordance with Accounting Standards Codification (“ASC”)

Topic 326, Credit Losses — Measurement of Credit Losses on Financial Instruments, the Company applies the current expected credit

losses (“CECL”) model to determine an allowance that reflects its best estimate of expected credit losses on accounts receivable,

loans receivable, notes receivable, and deposits, prepayments, and other receivables.

This allowance is recorded against the related receivable

For the years ended December 31, 2025 and 2024, the aggregated reversal of (provision for) allowance for expected credit losses

on accounts receivable, loans receivable, notes receivable, and other receivables was $0.4 million and $(2.5) million, respectively.

Other general and administrative expenses

Social media and Sports streaming

Other general and administrative expenses of

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

licensing, and insurance premiums.

For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate other general

and administrative expenses for these segments totaled $1.8 million, representing 28.03% of the Group’s total other general and

administrative expenses.

services and Corporate

Other general and administrative expenses of social

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

and insurance premiums.

For the years ended December 31, 2025 and 2024, aggregate other general and administrative expenses for these

segments totaled $1.9 million and $1.8 million, respectively, representing a slight increase of $0.2 million or 9.84%.

Financial services and Corporate

Other general and administrative expenses of financial

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The aggregate other general and administrative expenses for these segments

increased $1.1 million, or 32.48% from $3.4 million for the year ended December 31, 2023 to $4.5 million for the year ended December 31,

Income (Expense), net

The following

table summarizes the other income (expense), net for the years ended December 31, 2024 and 2023:

decreased $1.7 million, or 37.97% from $4.5 million for the year ended December 31, 2024 to $2.8 million for the year ended December 31,

Other Income (Expense), net

The following table summarizes the other income (expense), net for

the years ended December 31, 2025 and 2024:

Other expense, net

(US$ in thousands)

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Other income (expense), net consist of interest

income, change in fair value of convertible debts, change in fair value of warrant liabilities, sundry income and offset by interest expense,

impairment on property and equipment, impairment on intangible assets, impairment on goodwill, impairment on right-of-use assets, and

investment loss, net.

income, net foreign exchange gain, sundry income and offset by interest expense, bad debts written-off and change in fair value of convertible

Social media and Sports streaming

For the post-acquisition period from October 16,

2024 to December 31, 2024, aggregate other expense, net for these segments totaled $1,004.8 million, representing 98.04% of the Group’s

total other expense, net, primarily comprised of impairment on goodwill of $1,005.8 million, impairment on intangible assets of $0.8 million,

and offset by positive change in fair value of convertible debts of $4.4 million.

For the years ended December 31, 2025 and 2024,

aggregate other expenses, net for these segments totaled $23.6 million and $1,004.8 million, respectively, representing a decrease of

$981.2 million or 97.65%.

The significant decrease was primarily attributed to the impairment on goodwill recognized during the year ended

December 31, 2024, with no comparable impairment recorded in 2025.

Financial services and Corporate

For the years ended December 31, 2025 and 2024,

the aggregate other expense, net for financial services and corporate segments was $20.0 million and $5.9 million, respectively, an increase

the aggregate other expenses, net for financial services and corporate segments was $12.4 million and $20.0 million, respectively, a decrease

of $7.6 million or 38.02%.

The increase was mainly attributed to the impairment on property and equipment, impairment on intangible

assets, impairment on right-of-use assets, and investment loss of $0.1 million, $0.4 million, $1.7 million and $16.0 million, respectively

and offset by the change in fair value of warrant liabilities of $3.5 million.

Net loss increased by $1,088.8 million, or

The decrease was mainly attributed to the decrease in investment loss of $8.9 million, or 55.63%, from $16.0

million in 2024 to $7.1 million in 2025.

Net loss decreased by $963.5 million, or

84.66% for the year ended December 31, 2025, as compared to December 31, 2024.

The increase was primarily due to the increase in operating

expenses of $43.4 million and increase in other expense, net of $1,019.0 million.

and Capital Resources

The decrease was primarily due to the decrease in total

other expenses, net.

Liquidity and Capital Resources

Sources of Liquidity

We have a history of operating losses and negative

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the outcome of these uncertainties.

a recurring basis, the primary future cash needs of the Company will be focused on operating activities, working capital, capital expenditures,

investment, regulatory and compliance costs.

The ability of the Company to fund these needs will depend, in part, on its ability to generate

or raise cash in the future, which is subject to general economic, financial, competitive, regulatory, and other factors that are beyond

ability to fund our operating needs will depend on its future ability to continue to generate positive cash flow from operations and

raise capital in the capital markets.

Our management believe that we will meet known or reasonably likely future cash requirements through

the combination of cash flows from operating activities, available cash balances, and external borrowings and fund raising.

Future Liquidity

On a recurring basis, the primary future cash

needs of the Company will be focused on operating activities, working capital, capital expenditures, investment, regulatory and compliance

The ability of the Company to fund these needs will depend, in part, on its ability to generate or raise cash in the future, which

is subject to general economic, financial, competitive, regulatory, and other factors that are beyond its control.

The ability to fund our operating needs will depend

on its future ability to continue to generate positive cash flow from operations and raise capital in the capital markets.

Our management

expects that the primary cash requirements in 2025 will be to fund capital expenditures for the repayment of debts and obligation and

the businesses operations.

our sources of liquidity need to be augmented, additional cash requirements would likely need to be financed through the issuance of

debt or equity securities;

however, there can be no assurances that we will be able to obtain additional debt or equity financing on

acceptable terms, or at all, in the future.

expect that operating losses could continue into the foreseeable future as we continue to invest in growing our businesses.

our current operating plans, our management believes that cash and equivalents will not be able to provide sufficient funds to its operations

for at least the next 12 months from the date of its consolidated financial statements provided with this Form 10-K.

However, these forecasts

involve risks and uncertainties, and actual results could vary materially.

Our management has based this estimate on assumptions that

may prove to be wrong, and we could deplete our capital resources sooner than we expect.

See “ Liquidity and Going Concern ”

future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues

growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new

product introductions, market acceptance of our brand, and overall economic conditions.

We may also seek additional capital to fund our

operations, including through the sale of equity or debt financing.

To the extent that we raise additional capital through the future

sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation

or other preferences that adversely affect the rights of our existing stockholders.

The incurrence of debt financing would result in

debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict

our operations.

believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities,

available cash balances, and external borrowings and fund raising.

Our management expects that the primary cash requirements in 2026 will

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

If our sources of liquidity need to be augmented,

additional cash requirements would likely need to be financed through the issuance of debt or equity securities;

however, there can be

no assurances that we will be able to obtain additional debt or equity financing on acceptable terms, or at all, in the future.

Based upon our current operating plans, our management

believes that cash and equivalents will be able to provide sufficient funds to its operations for at least the next 12 months from

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

However, these forecasts involve risks and uncertainties,

and actual results could vary materially.

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

deplete our capital resources sooner than we expect.

See “ Liquidity and Going Concern ” below.

Our future capital requirements may vary materially

from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending

on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of

our brand, and overall economic conditions.

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

equity or debt financing.

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

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

the rights of our existing stockholders.

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

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

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

equivalents totaling $2.4 million, and $10.3 million in restricted cash.

of December 31, 2023, we had cash and cash equivalents totaling $1.9 million, and $16.8 million in restricted cash.

of the year ended December 31, 2024 and 2023

The following

table summarizes our cash flows for the years presented:

Year ended December 31,

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

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

Comparison of the year ended December 31, 2025 and 2024

The following table summarizes our cash flows for the years presented:

Years ended December 31,

(US$ in thousands)

1 unchanged sentence

Net cash provided by investing activities

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect on exchange rate change on cash and cash equivalents

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Restricted cash – fund held in escrow

The following

table sets forth a summary of our working capital:

Years ended December 31,

The following table sets forth a summary of our working capital:

As of December 31,

(US$ in thousands)

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Working Capital Deficit

Capital Deficit

Working Capital Deficit

The working capital deficit as of December 31,

2024 amounted to approximately $271.6 million, as compared to approximately $22.2 million as of December 31, 2023, an increase

of $249.4 million or 1,122.49%.

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

Triller Corp.

during the year.

Flows from Operating Activities

2025 amounted to approximately $346.0 million, as compared to approximately $271.6 million as of December 31, 2024, an

increase of $74.3 million or 27.36%.

The increase was mainly attributed to the increase in current liabilities related to the acquisition

of Triller Corp.

Cash Flows from Operating Activities

Net cash used in operating activities was $25.9 million

1 unchanged sentence

Net cash used in operating activities for the

year ended December 31, 2025 was primarily the result of a net loss of $174.5 million, an increase in accounts receivable of $0.6

million, deposits, prepayments and other receivables of $0.1 million, a decrease in escrow liabilities of $3.9 million and operating lease

liabilities of $2.1 million.

These amounts were partially offset by the increase in accounts payable and accrued liabilities of $28.7

million, income tax payable of $0.1 million and non-cash adjustments consisting of stock-based compensation of $89.6 million, interest

expense on borrowings of $18.6 million, net foreign exchange gain of $2.4 million, bad debts written-off of $5.4 million, investment loss,

net of $7.1 million, reversal of allowance for expected credit losses of $0.4 million, change in fair value of warrant liabilities of

$1.0 million and change in fair value of convertible debts of $6.6 million.

Net cash used in operating activities for the

year ended December 31, 2024 was primarily the result of a net loss of $1,138.0 million, a decrease in escrow liabilities of $2.6

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million, and impairment on property and equipment of $0.1 million.

cash used in operating activities for the year ended December 31, 2023 was primarily the result of the net loss of $49.2 million, an

increase in accounts receivable of $1.2 million, increase in deposits, prepayments, and others receivable of $2.5 million, decrease in

escrow liabilities of $12.7 million, and decrease in lease liabilities of $1.1 million.

These amounts were partially offset by the increase

in accounts payable and accrued liabilities of $6.9 million, increase in income tax payable of $0.5 million, and non-cash adjustments

consisting of share-based compensation expense of $11.2 million, non-cash lease expense of $1.5 million, depreciation of property and

equipment of $0.3 million, interest income on notes receivable of $0.03 million, interest expense on borrowings of $0.8 million, net

foreign exchange gain of $0.9 million, net investment loss of $6.9 million, allowance for credit losses on financial instruments of $1.1

million, gain on disposal of property and equipment of $0.7 million, loss on settlement of forward share purchase agreement of $0.4 million,

and reversal of over-accruals in prior year of $3.6 million.

Flows from Investing Activities

Cash Flows from Investing Activities

Net cash provided by investing activities for

the year ended December 31, 2025 of $1.5 million was primarily consisted of proceeds from disposal of assets held for sale.

Net cash provided by investing activities for

the year ended December 31, 2024 of $3.7 million was primarily due to proceeds from sale of long-term investments of $2.5 million and

1 unchanged sentence

of $1.2 million.

cash provided by investing activities for the year ended December 31, 2023 of $10.8 million was primarily due to proceeds from sale of

investments of $4.0 million, dividend received from long-term investments of $1.7 million, proceeds from sale of property and equipment

of $6.1 million, offset by the purchase of notes receivable of $0.6 million, purchase of long-term investments of $0.3 million, and purchase

of property and equipment of $0.1 million.

Flows from Financing Activities

Cash Flows from Financing Activities

Net cash provided by financing activities for

the year ended December 31, 2024 of $24.0 million was primarily due to advances from stock holder of $15.6 million, proceeds from

convertible debts of $28.7 million, and proceeds from borrowings of $7.4 million, offset by the repayments of convertible debts of $23.9

million, and repayments of borrowings of $3.9 million.

cash used in financing activities for the year ended December 31, 2023 of US$1.04 million was primarily due to advances from stockholder of US$9.34 million, proceeds from borrowings of US$7.75 million, proceeds from private placement of US$1.85 million, offset by

the settlement of forward share purchase agreement of US$13.95 million, and repayments of borrowings of US$6.03 million.

and Going Concern

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

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

The management of the Company estimates that currently available

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

that these consolidated financial statements were made available to be issued.

For the year ended December 31, 2024, we

reported a net loss of approximately $1,138.0 million.

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

below, we had an accumulated deficit of approximately $1,203.6 million as of December 31, 2024.

However, coupled with the economic recession and

migration outflow in Hong Kong, we reported significant sales decline with annual revenue of approximately $27.5 million during 2024 (2023:

$54.2 million), and resulting with an operating loss of approximately $113.2 million (2023:

$43.1 million).

These circumstances give rise

to substantial doubt that we will continue as a going concern and these consolidated financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

ability to continue as a going concern is dependent on the management’s ability to successfully implement its plans.

Our management

team believes that we will be able to continue to grow our revenue base and control our expenditures.

In parallel, our management team

will continually monitor our capital structure and operating plans and search for potential funding alternatives in order to finance

our business development activities and operating expenses.

These alternatives may include borrowings, raising funds through public equity

or debt markets.

However, we cannot predict the exact amount or timing of the alternatives, or guarantee those alternatives will be favorable

to our stockholders.

Any failure to obtain financing when required will have a material adverse impact on our business, operation and

financial result.

these funding initiatives, our management believes that we would be able to strengthen our financial position, improve our liquidity,

and enhance our ability to navigate the challenging market conditions.

Cash Requirements

We reported a net loss during the year ended December

However, we expect to generate profitable operating results within the foreseeable future, after getting access to the collective

sales capabilities force of the sale channels associated with our financial services business.

As a result, management expects our net

cash position to expand in 2025.

the year ended December 31, 2025 of $19.6 million was primarily consisted of proceeds from borrowings from related parties of $20.8 million

and repayments of borrowings of $1.2 million.

Net cash provided by financing activities for

the year ended December 31, 2024 of $24.0 million was primarily due to advances from stock holder of $15.6 million, proceeds from convertible

debts of $28.7 million, and proceeds from borrowings of $7.4 million, offset by the repayments of convertible debts of $23.9 million,

and repayments of borrowings of $3.9 million.

Liquidity and Going Concern

Our consolidated financial statements have been prepared on a going

concern basis, which contemplates continuity of operations, realization of assets, and settlement of liabilities in the normal course

The Management of the Company has determined that the Company’s currently available cash will not be sufficient to

meet its obligations for the twelve months following the date these consolidated financial statements are issued.

For the year ended December 31, 2025, the Company

reported net loss of approximately $174.5 million and net cash outflows from operating activities of approximately $25.9 million.

December 31, 2025, the Company had a working capital deficit of approximately $346.0 million, stockholders’ deficit of approximately

$328.1 million and cash and cash equivalents balance of approximately $2.3 million for working capital purposes.

On December 26, 2025, the Company received a determination

letter from the Panel confirming the suspension trading on the Nasdaq Stock Market effective at the opening of the market on December

30, 2025 and delisting of the Company’s securities.

The Company is also exposed to legal and regulatory

matters, as disclosed in Note 21 to the accompanying consolidated financial statements, which may result in additional defense and settlement

Unfavorable outcomes could further strain the Company’s liquidity.

As of the date of issuance of the accompanying

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

notes, all of which are past due and considered in default.

These conditions raise substantial doubt about

the Company’s ability to continue as a going concern for a period of twelve months from the date of issuance of these consolidated

financial statements.

The management of the Company has developed a

funding plan intended to support the Company’s liquidity and enable it to meet its operating obligations as they fall due.

continues to monitor the Company’s capital structure and operating plans and will evaluate available funding alternatives as needed.

Details of the funding plan are as follows:

Fund raising project

Target timeline

Target amount

PIPE / rights issue

April – June 2026

$40 million – $50 million

Convertible notes

September 2026

$150 million – $200 million

New equity issuance

Management’s ability to execute its near-term

funding plans and liquidity measures is important to the Company’s continued operation as a going concern.

After considering the

cash flow forecast, the funding initiatives under evaluation, management’s ability to defer or restructure certain obligations,

and its ability to manage liquidity closely during the assessment period, management believes that the going concern basis of preparation

remains appropriate.

Management continues to monitor the Company’s liquidity position closely and update this assessment through

the issuance of the accompanying consolidated financial statements.

However, the Company cannot predict the exact

amount or timing of the alternatives or guarantee those alternatives will be favorable to its stockholders.

Any failure to obtain financing

when required will have a material adverse impact on the Company’s business, operation and financial result.

On March 24, 2026, pursuant to the Company’s

appeal, the Nasdaq Stock Market Listing and Hearing Review Council (the “Listing Council”) modified a prior determination

to delist the Company’s securities from the Nasdaq Stock Market and suspend trading effective December 30, 2025.

The Listing Council

determined that (i) if the Company fails to file its 2025 Form 10-K by March 31, 2026, or within the extension period permitted under

SEC Rule 12b-25, its securities will be immediately delisted without further appeal, and (ii) if the filing is made within such timeframe,

trading will resume on the next trading day, subject to timely notification to Nasdaq.

As of the date of issuance of the accompanying

consolidated financial statements, the Company has filed its 2025 Form 10-K by April 15, 2026 to regain compliance with Nasdaq listing

requirements, resume trading of its securities, and proceed with its funding plans.

Material Cash Requirements

We reported a net loss during the year ended

December 31, 2025.

The management of the Company has developed a funding plan intended to support the Company’s liquidity and enable

it to meet its operating obligations as they fall due.

Management continues to monitor the Company’s capital structure and operating

plans and will evaluate available funding alternatives as needed.

Details of the funding plan are as follows:

Fund raising project

Target timeline

Target amount

PIPE / rights issue

April – June 2026

$40 million – $50 million

Convertible notes

September 2026

$150 million – $200 million

New equity issuance

As a result, management expects our net cash

position to expand in 2026.

As of December 31, 2025, we had an accumulated deficit of $1,378.2 million.

1 unchanged sentence

are highly dependent upon additional financial support associated with our business operations for the next 12 to 18 months.

Capital commitments

Details of capital commitments are disclosed in

Note 21 in the accompanying consolidated financial statements.

Sheet Arrangements

are not party to any off-balance sheet transactions.

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

business operations.

have not engaged in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future

effect on our financial condition, changes in financial condition, net revenue or expenses, results of operations, liquidity, capital

expenditures, or capital resources.

Accounting Policies, Judgements and Estimates

audited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States

of America, which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date

of the financial statements, the reported amounts of revenues and expenses during the reporting periods and the related disclosures in

the audited consolidated financial statements and accompanying footnotes.

Out of our significant accounting policies, which are described

in “Note 2 — Summary of significant accounting policies” of our audited consolidated financial statements included

under Item 8 of Part II in this Annual Report, certain accounting policies are deemed “critical,” as they require our management’s

highest degree of judgment, estimates and assumptions.

While our management believes our judgments, estimates and assumptions are reasonable,

they are based on information presently available and actual results may differ significantly from those estimates under different assumptions

and conditions.

Off-Balance Sheet Arrangements

We are not party to any off-balance sheet transactions.

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

We have not engaged in any off-balance sheet financial

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

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

Critical Accounting Policies, Judgements and Estimates

Our audited consolidated financial statements

are prepared in accordance with accounting principles generally accepted in the United States of America, which require us to make estimates

and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements, the reported amounts

of revenues and expenses during the reporting periods and the related disclosures in the audited consolidated financial statements and

accompanying footnotes.

Out of our significant accounting policies, which are described in “Note 2 — Summary of significant

accounting policies” of our audited consolidated financial statements included under Item 8 of Part II in this Annual Report, certain

accounting policies are deemed “critical,” as they require our management’s highest degree of judgment, estimates and

While our management believes our judgments, estimates and assumptions are reasonable, they are based on information presently

available and actual results may differ significantly from those estimates under different assumptions and conditions.

Critical accounting policies

When reading our consolidated financial statements,

you should consider our selection of critical accounting policies, including revenue recognition, and long-term

investments, net, of which the details are set out in our audited consolidated financial statements.

you should consider our selection of critical accounting policies, including revenue recognition, and long-term investments, net, of which

the details are set out in our audited consolidated financial statements.

Critical accounting estimates

2 unchanged sentences

We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial

We include the results of operations of businesses acquired as of the date of acquisition.

Fair values of

the assets acquired and liabilities assumed are determined based on the estimated fair values as of the respective date of acquisition.

The excess purchase price over the fair values of identifiable assets and liabilities acquired is recorded as goodwill.

Determining the

fair value of assets acquired and liabilities assumed requires management to use significant judgments and estimates including the selection

of valuation methodologies, estimates of future revenue and cash flows, discount rates, and comparison to peer companies.

fair value are based on assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result,

actual results may differ from estimates.

Certain information that is indeterminable at the time of the acquisition becomes subject to

a subsequent measurement period, which is generally limited to one year.

During the measurement period, which may be up to one year from

the acquisition date, adjustments to the value of the assets acquired and liabilities assumed may be recorded with a corresponding offset

At the conclusion of the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations

and comprehensive loss.

Transaction costs associated with business combinations are expensed as incurred and are generally included in

general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Impairment of long-lived assets

of long-lived assets

We review long-lived assets, including property

11 unchanged sentences

largely independent of the cash flows of other assets and liabilities.

Impairment of intangible assets

Intangible assets with definite lives are stated at cost less accumulated

amortization.

Amortization is calculated on a straight-line basis over their estimated useful lives.

Intangible assets with definite lives are reviewed

for impairment whenever events or circumstances indicate their carrying value may not be recoverable.

When such events or circumstances

arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the

asset’s carrying value to determine if impairment exists.

If the asset is determined to be impaired, the impairment loss is measured

based on the excess of its carrying value over its fair value.

Assets to be disposed of are reported at the lower of carrying value or

net realizable value.

Impairment on goodwill

Goodwill represents the excess of the purchase

price over the fair value of assets acquired and liabilities assumed.

We review goodwill for impairment at least annually at the reporting

unit level or when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount.

We perform annual impairment test of goodwill

in the fourth quarter of each fiscal year.

First, we assess qualitative factors to determine whether a quantitative impairment test is

If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, we perform a quantitative

test to compare the fair value of the reporting unit with the carrying amount, including goodwill, of the reporting unit.

If the qualitative

assessment indicates that it is not more likely than not that goodwill is impaired, no further testing is necessary.

The goodwill impairment

loss, if any, represents the excess of the carrying amount of the reporting unit over the fair value of the reporting unit.

Warrant liabilities

11 unchanged sentences

Equity-classified

For issued or modified

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

the time of issuance.

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

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

We account for its (i) Public Warrants and (ii) Replacement Warrants of Triller Group Warrants as equity.

We account for its

(i) Public Warrants and (ii) Replacement Warrants of Triller Group Warrants as equity.

Liability-classified

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

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

Changes in the estimated fair value of the

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

We account for

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

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

Changes in fair value

is recognized as a component of change in fair value of warrant liability in the consolidated statements of operations and comprehensive

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

of operations and comprehensive loss.

For issued or modified warrants that do not meet

all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the

date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair value of the warrants are recognized as a non-cash

gain or loss on the consolidated statements of operations and comprehensive loss.

We account for its (i) SPAC Private Warrants, (ii) Common

Warrants, and (iii) Warrants – Class A of Triller Group warrants as liabilities.

Warrants classified as liabilities are recorded

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

Changes in fair value is recognized as a component of change

in fair value of warrant liability in the consolidated statements of operations and comprehensive loss.

Transaction costs allocated to

warrants that are presented as a liability are immediately expensed in the consolidated statements of operations and comprehensive loss.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a smaller reporting company, we are not required to make disclosures under this Item.

As a smaller reporting company, we are not required

to make disclosures under this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

financial statements and the notes thereto begin on page F-1 of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Our financial statements and the notes thereto

begin on page F-1 of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 7. Management’s Discussion and Analysis