What changed in this filing

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Item 9A. Controls and Procedures

2026-04-14 compared with 2026-01-26 · 2614 added, 2530 removed, 1146 unchanged (82% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

management, with the participation of our Principal Executive Officer and our Principal Financial Officer, evaluated, as of the end of

the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures.

Based on this evaluation

of our disclosure controls and procedures as of December 31, 2024, our Chief Executive Officer and Chief Financial Officer concluded

that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

The term “disclosure

controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to

be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation,

controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the

Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as

appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter

how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies

its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting includes policies and procedures designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting

purposes in accordance with generally accepted accounting principles.

of December 31, 2024, our management assessed the effectiveness of our internal control over financial reporting using the criteria set

forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on this assessment, our management

identified a material weakness related to the Company’s failure to properly evaluate and apply consolidation accounting

standards to the investment in Bare Knuckle Fighting Championship (“BKFC”), whereby BKFC

should be classified as investment at cost less impairment in the Company’s consolidated financial statements for the acquisition by the Company on October 15,

While the Company held a majority equity interest in BKFC throughout 2024, it lost control over BKFC and no longer

possessed the power to direct the activities or key decisions that most significantly impacted BKFC’s economic performance

during 2024, as required for consolidation under ASC 810, Consolidation.

The material weakness arose because the

Company lacked accounting personnel with the appropriate level of knowledge and experience to perform an assessment on complex

accounting transactions to ensure that the accounting treatment was appropriately evaluated and accurately reflected in the

consolidated financial statements.

Specifically, the Company initially consolidated the results of BKFC in its consolidated

financial statements without considering that the Company no longer exercised significant influence over BKFC.

As a result, the

investment in BKFC should be accounted for as an investment measured at cost less impairment under ASC 321, as of the

Acquisition Date, rather than consolidating BKFC as a subsidiary in its consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control

over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or quarterly

financial statements will not be prevented or detected on a timely basis.

Accordingly, management concluded that the Company’s internal

control over financial reporting was not effective as of December 31, 2024.

Management has initiated remediation efforts

to address this material weakness, including:

● Engaging external subject matter experts to assist with complex

accounting determinations.

● Implementing additional training for finance and accounting

● Strengthening documentation and review procedures within

the financial statement close process.

Management believes these measures, once fully implemented and tested, will remediate the

identified material weakness.

The Company will continue to monitor the effectiveness of these controls and will report on progress in

future filings.

Additionally,

our independent registered public accounting firm will not be required to report on the effectiveness of our internal control over financial

reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

limitations on effectiveness of controls

control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for

advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization,

and personnel factors.

Internal control over financial reporting is a process which involves human diligence and compliance and is subject

to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting also can be circumvented

by collusion or improper management override.

Because of its inherent limitations, internal control over financial reporting may not

prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process

and it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the

Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our

internal control over financial reporting other than the matter disclosed above.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Principal Executive Officer

and our Principal Financial Officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness

of our disclosure controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2025.

In reaching this conclusion, management considered the material weakness

in internal control over financial reporting described below, but concluded that the Company’s disclosure controls and procedures

nevertheless operated effectively at the reasonable assurance level to ensure that information required to be disclosed in this Annual

Report on Form 10-K was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms..

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that

information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file

or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily

applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting includes policies and procedures designed to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally

accepted accounting principles.

As of December 31, 2025, our management assessed

the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

The material weakness arose because the Company

lacked accounting personnel with the appropriate level of knowledge and experience to perform an assessment on complex accounting transactions

to ensure that the accounting treatment was appropriately evaluated and accurately reflected in the consolidated financial statements.

Specifically, the Company initially consolidated the results of BKFC in its consolidated financial statements without considering that

the Company no longer exercised significant influence over BKFC.

As a result, the investment in BKFC should be accounted for as an investment

measured at cost less impairment under ASC 321, as of the Acquisition Date, rather than consolidating BKFC as a subsidiary in its consolidated

financial statements.

A material weakness is a deficiency, or a combination

of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement

of the Company’s annual or quarterly financial statements will not be prevented or detected on a timely basis.

Accordingly, management

concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025.

Management has initiated remediation efforts to

address this material weakness, including:

● Engaging external subject matter experts.

● Implementing additional training for finance personnel.

● Strengthening documentation and review procedures.

● Enhancing consultation and escalation procedures

Management believes these measures, once fully

implemented and tested, will remediate the identified material weakness.

The Company will continue to monitor the effectiveness of these

controls and will report on progress in future filings.

Additionally, our independent registered public

accounting firm will not be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404

until we are no longer an “emerging growth company” as defined in the JOBS Act.

Inherent limitations on effectiveness of controls

Internal control over financial reporting has

inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation

of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors.

control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns

resulting from human failures.

Internal control over financial reporting also can be circumvented by collusion or improper management

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a

timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into

the process safeguards to reduce, though not eliminate, this risk.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial

There have been no changes in our internal control

over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal

quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other

than the matter disclosed above.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

following table sets forth information about our directors and executive officers as of the date of this annual report.

The following table sets forth information about

our directors and executive officers as of the date of this annual report.

Chief Executive Officer and Director

6 unchanged sentences

Independent Director (1)(2)(3)

of the Audit Committee

of the Remuneration Committee

of the Nomination Committee

Ng has been served as Group Chief Executive Officer, the Chairman of the board of AGBA and as an executive

director of the board of AGBA, since November 2022.

Member of the Audit Committee

Member of the Remuneration Committee

Member of the Nomination Committee

has been served as Group Chief Executive Officer, the Chairman of the board of AGBA and as an executive director of the board of AGBA,

since November 2022.

Prior to joining AGBA, Mr.

Ng was the Managing Partner and Founding Partner

of Primus Pacific Partners, an Asian private equity fund with a focus on financial services.

He was also previously the Managing Director

of Fubon Financial Holding, the largest financial conglomerate in Taiwan, where he oversaw its overall strategy, capital markets, merger

and acquisition activities and major change programs.

He has previously served as the Managing Director and Head of the Asia-Pacific Financial

Institutions Group at Salomon Smith Barney.

Ng graduated from the University of Cambridge and obtained a master’s degree

in business administration from Harvard University in 1994.

Pei Huang, Desmond:

Shu Pei Huang, Desmond currently serves as the Acting Group Chief Financial Officer (Principal

Financial Officer) since November 2022.

He was also a director of OnePlatform Holdings Limited prior to the OnePlatform Holdings

Limited merger.

Ng was the Managing Partner and Founding Partner of Primus Pacific Partners,

an Asian private equity fund with a focus on financial services.

He was also previously the Managing Director of Fubon Financial Holding,

the largest financial conglomerate in Taiwan, where he oversaw its overall strategy, capital markets, merger and acquisition activities

and major change programs.

He has previously served as the Managing Director and Head of the Asia-Pacific Financial Institutions

Group at Salomon Smith Barney.

Ng graduated from the University of Cambridge and obtained a master’s degree in business

administration from Harvard University in 1994.

Shu Pei Huang, Desmond:

Pei Huang, Desmond currently serves as the Acting Group Chief Financial Officer (Principal Financial Officer) since November 2022.

He was also a director of OnePlatform Holdings Limited prior to the OnePlatform Holdings Limited merger.

Prior to joining AGBA, Mr.

Shu was the Vice President of Primus Holdings (H.K.) Ltd, an Asia investment holding

company with a focus on the financial services industry.

Prior to that, he was the corporate development manager of DRB-HICOM Berhad,

one of the largest diverse conglomerates in Malaysia with business across banking, insurance, automobile, and services.

has over 20 years of experience in the investment banking and financial services industry and has gained all-round experience

through working with MIMB Investment Bank, SIBB Investment Bank, and KPMG Corporate Services.

Shu graduated from University

of Kentucky with a Bachelor of Business Administration in Finance and Bachelor of Science in Accounting;

Master of Science in Finance

from Golden Gate University, USA.

was the Vice President of Primus Holdings (H.K.) Ltd, an Asia investment holding company with a focus on the financial services industry.

Prior to that, he was the corporate development manager of DRB-HICOM Berhad, one of the largest diverse conglomerates in Malaysia

with business across banking, insurance, automobile, and services.

Shu has over 20 years of experience in the investment

banking and financial services industry and has gained all-round experience through working with MIMB Investment Bank, SIBB

Investment Bank, and KPMG Corporate Services.

Shu graduated from University of Kentucky with a Bachelor of Business Administration

in Finance and Bachelor of Science in Accounting;

Master of Science in Finance from Golden Gate University, USA.

Mark Carbeck:

Carbeck has served as Chief Financial Officer of Triller Corp since August 2024, having previously served as Triller’s Senior Vice

4 unchanged sentences

2014 until July 2022.

Carbeck previously served as a Director in Citigroup’s investment banking division in London, where he led the

media and internet franchises for Europe and the MENA regions within the technology, media and telecom division, from January 2008 until

October 2012.

Carbeck previously served as a Director in Citigroup’s investment banking division in London, where he

led the media and internet franchises for Europe and the MENA regions within the technology, media and telecom division, from January

2008 until October 2012.

Carbeck holds a B.A.

in history from the University of Chicago.

Chan has been serving as a member of the board of directors of AGBA as an independent director since November 2022

and will continue to serve as an independent director of Delaware Parent upon the consummation of the Merger.

Chan has over

23 years of experience handling litigations for civil claims, intellectual property rights protection and enforcement.

Since September 2007

to present, Mr.

Chan has been a Senior Partner at Chan, Tang & Kwok Solicitors, a member of the International Trademark

Attorneys Association.

From September 1995 to August 2007 he was an Associate at Baker & McKenzie, Associate at Stephenson

Harwood & Lo, Partner at Stevenson, Wong & Co., Solicitors and Consultant at Benny Kong & Peter Tang.

Additionally,

Chan has acted as a Counsel to various Hong Kong and cross-border mergers and acquisitions and commercial matters

since August 1999.

Chan is also a frequent speaker on legal issues for intellectual property rights for the Hong Kong

Productivity council.

Chan graduated with a Bachelor of Laws Degree and passed the Solicitors’ Finals of the Law Society

of England and Wales in 1993.

Ng has been serving as a member of the board of directors of AGBA as an independent director since November 2022

and will continue to serve as an independent director of Delaware Parent upon the consummation of the Merger.

Thomas Ng has 30 years

of broad experience engaging in the fields of Education, Media, Retailing Marketing and Finance.

He is a pioneer of IT in education and

he was the author of “Digital English Lab,” one of the first series of digital books in Hong Kong.

Since September 2018,

he has been the Chief Executive Officer of e-chat, an IPFS block chain social media focused company.

From March 2017 to April 2018,

Ng was the Chief Financial Officer of Duofu Holdings Group Co.

been serving as a member of the board of directors of AGBA as an independent director since November 2022 and will continue to serve

as an independent director of Delaware Parent upon the consummation of the Merger.

Chan has over 23 years of experience

handling litigations for civil claims, intellectual property rights protection and enforcement.

Since September 2007 to present,

Chan has been a Senior Partner at Chan, Tang & Kwok Solicitors, a member of the International Trademark Attorneys Association.

From September 1995 to August 2007 he was an Associate at Baker & McKenzie, Associate at Stephenson Harwood &

Lo, Partner at Stevenson, Wong & Co., Solicitors and Consultant at Benny Kong & Peter Tang.

Additionally, Mr.

has acted as a Counsel to various Hong Kong and cross-border mergers and acquisitions and commercial matters since August 1999.

Chan is also a frequent speaker on legal issues for intellectual property rights for the Hong Kong Productivity council.

Chan graduated with a Bachelor of Laws Degree and passed the Solicitors’ Finals of the Law Society of England and Wales

been serving as a member of the board of directors of AGBA as an independent director since November 2022 and will continue to serve

as an independent director of Delaware Parent upon the consummation of the Merger.

Thomas Ng has 30 years of broad experience engaging

in the fields of Education, Media, Retailing Marketing and Finance.

He is a pioneer of IT in education and he was the author of “Digital

English Lab,” one of the first series of digital books in Hong Kong.

Since September 2018, he has been the Chief Executive

Officer of e-chat, an IPFS block chain social media focused company.

From March 2017 to April 2018, Mr.

Ng was the Chief

Financial Officer of Duofu Holdings Group Co.

In February 2016, Mr.

Ng founded Shang Finance

Limited and was the Chief Executive Officer until February 2017.

Ng founded Shang Finance Limited and was the Chief

Executive Officer until February 2017.

From March 2015 to November 2015, Mr.

Chief Financial Officer of World Unionpay Group Shares Limited.

Ng was the Chief Financial Officer of

World Unionpay Group Shares Limited.

In August 2003, Mr.

Ng established Fuji (Hong Kong) Co.

and was the Chief Executive Officer until December 2014.

Ng obtained a Certificate of Education majoring in English

from the University of Hong Kong in 2000.

Yun Pun Wong Mr.

Wong has been serving as a member of the board of directors of AGBA as an independent director since

November 2022 and will continue to serve as an independent director of Delaware Parent upon the consummation of the Merger.

currently acts as the Chief Financial Officer of Inception Growth Acquisition Limited, a publicly listed special purpose acquisition

corporation (NASDAQ:

He has acted in this capacity since April 9, 2021.

He has years of executive experience with

multiple leadership positions and a track record in helping private companies enter the public market.

He has been the principal of Ascent

Partners Advisory Service Limited, a finance advisory firm, since March 2020.

and was the Chief Executive

Officer until December 2014.

Ng obtained a Certificate of Education majoring in English from the University of Hong Kong

Felix Yun Pun Wong Mr.

has been serving as a member of the board of directors of AGBA as an independent director since November 2022 and will continue to

serve as an independent director of Delaware Parent upon the consummation of the Merger.

Wong currently acts as the Chief Financial

Officer of Inception Growth Acquisition Limited, a publicly listed special purpose acquisition corporation (NASDAQ:

acted in this capacity since April 9, 2021.

He has years of executive experience with multiple leadership positions and a track

record in helping private companies enter the public market.

He has been the principal of Ascent Partners Advisory Service Limited, a

finance advisory firm, since March 2020.

From November 2017 to December 2020, Mr.

held the position of Chief Financial Officer at Tottenham Acquisition I Limited, a publicly listed special purpose acquisition corporation,

which merged with Clene Nanomedicine Inc.

Wong held the position of Chief

Financial Officer at Tottenham Acquisition I Limited, a publicly listed special purpose acquisition corporation, which merged with

Clene Nanomedicine Inc.

CLNN) in December 2020.

From August 2015 to September 2017, he

served as Chief Financial Officer at Raytron Technologies Limited, a leading Chinese national high-tech enterprise.

His main responsibilities

in these rules have included overseeing the financial functions of the firms, assisting in establishing corporate ventures for investment,

and working on deal origination of new businesses in the corporate groups.

Prior to these efforts, he was Chief Financial Officer and

Executive Director of Tsing Capital from January 2012 to July 2015, where he managed four funds with a total investment amount

of US$600 million and focused on environmental and clean technology investments.

Wong also served as senior director and

chief financial officer of Spring Capital, a US$250 million fund, from October 2008 until June 2011.

From August 2015 to September 2017, he served as Chief Financial

Officer at Raytron Technologies Limited, a leading Chinese national high-tech enterprise.

His main responsibilities in these rules

have included overseeing the financial functions of the firms, assisting in establishing corporate ventures for investment, and working

on deal origination of new businesses in the corporate groups.

Prior to these efforts, he was Chief Financial Officer and Executive Director

of Tsing Capital from January 2012 to July 2015, where he managed four funds with a total investment amount of US$600 million

and focused on environmental and clean technology investments.

Wong also served as senior director and chief financial officer

of Spring Capital, a US$250 million fund, from October 2008 until June 2011.

Additionally, Mr.

was the chief financial officer of Natixis Private Equity Asia from November 2006 till October 2008 and an associate director

of JAFCO Asia from March 2002 to October 2006.

Wong was a finance manager for Icon Medialab from July 2000 to

December 2001, a senior finance manager of Nielsen from August 1998 to July 2000, Planning-Free Shopper from April 1992

to August 1998, and an auditor at PricewaterhouseCoopers from August 1989 until March 2000.

Wong earned his Masters

of Business degree in 2003 from Curtin University in Australia and a Professional Diploma in Company Secretaryship and Administration

from the Hong Kong Polytechnic University in 1989.

Committees of the Company

Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act.

The principal functions

of the Audit Committee of the Company will include, among other things:

appointing, compensating,

retaining, replacing, and overseeing the work of the independent registered public accounting firm engaged by the Company;

pre-approving all

audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by the Company,

and establishing pre-approval policies and procedures;

reviewing and discussing

with the independent auditors regarding all relationships the auditors have with the Company in order to evaluate their continued

independence;

setting clear hiring policies

for employees or former employees of the independent registered public accounting firm, including but not limited to, as required

by applicable laws and regulations;

setting clear policies

for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing

a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered

public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent

internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional

authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps

taken to deal with such issues, and (iii) all relationships between the independent registered public accounting firm and the

Company to assess the independent registered public accounting firm’s independence;

reviewing and approving

any related party transaction required to be disclosed pursuant to SEC regulations prior to the Company entering into such transaction;

reviewing with management,

the independent registered public accounting firm, and the Company’s legal advisors, as appropriate, of any legal, regulatory

or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published

reports that raise material issues regarding the financial statements or accounting policies of the Company and any significant changes

in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC, or other regulatory authorities.

Audit Committee consists of Mr.

Brian Chan, Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong each of whom qualifies as an independent director

according to the rules and regulations of the SEC and Nasdaq with respect to Audit Committee membership.

We have also determined that

Felix Yun Pun Wong qualifies as an “audit committee financial expert.” The chair of our Audit Committee is Mr.

Yun Pun Wong.

addition, all of the Audit Committee members meet the requirements for financial literacy under applicable SEC and Nasdaq rules.

board of directors of the Company has adopted a new written charter for the Audit Committee, which is available on the Company’s

website after adoption.

The reference to the website address of the Company in this annual report does not include or incorporate by

reference the information on the AGBA’s website into this annual report.

principal functions of the Remuneration Committee of the Company include, among other things:

reviewing and approving

on an annual basis the corporate goals and objectives relevant to the compensation of our executive officers, evaluating their performance

in light of such goals and objectives and determining, and approving the remuneration of our executive officers based on such evaluation;

reviewing, evaluating,

and recommending changes, if appropriate, to the remuneration of our non-employee directors;

administering the Company’s

equity compensation plans and agreements with the Company executive officers and directors;

reviewing and approving

policies and procedures relating to perquisites and expense accounts of the executive officers of the Company;

assisting management in

complying with registration statement and annual report disclosure requirements;

if required, producing

a report on executive compensation to be included in the Company’s annual proxy statement;

reviewing and approving

the Company’s overall compensation philosophy.

Remuneration Committee consists of Mr.

Brian Chan, Mr.

Wong was the chief

financial officer of Natixis Private Equity Asia from November 2006 till October 2008 and an associate director of JAFCO Asia

from March 2002 to October 2006.

Wong was a finance manager for Icon Medialab from July 2000 to December 2001,

a senior finance manager of Nielsen from August 1998 to July 2000, Planning-Free Shopper from April 1992 to August 1998,

and an auditor at PricewaterhouseCoopers from August 1989 until March 2000.

Wong earned his Masters of Business degree

in 2003 from Curtin University in Australia and a Professional Diploma in Company Secretaryship and Administration from the Hong Kong

Polytechnic University in 1989.

Board Committees of the Company

Audit Committee

The Audit Committee has been established in accordance

with Section 3(a)(58)(A) of the Exchange Act.

The principal functions of the Audit Committee of the Company will include,

among other things:

appointing, compensating, retaining, replacing, and overseeing the work of the independent registered public accounting firm engaged by the Company;

pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by the Company, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent auditors regarding all relationships the auditors have with the Company in order to evaluate their continued independence;

setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues, and (iii) all relationships between the independent registered public accounting firm and the Company to assess the independent registered public accounting firm’s independence;

reviewing and approving any related party transaction required to be disclosed pursuant to SEC regulations prior to the Company entering into such transaction;

reviewing with management, the independent registered public accounting firm, and the Company’s legal advisors, as appropriate, of any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding the financial statements or accounting policies of the Company and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC, or other regulatory authorities.

The Audit Committee consists of Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong each of whom qualifies as an independent director according to the rules and regulations of

the SEC and Nasdaq with respect to Audit Committee membership.

We have also determined that Mr.

Felix Yun Pun Wong qualifies as an “audit

committee financial expert.” The chair of our Audit Committee is Mr.

Felix Yun Pun Wong.

The board of directors has adopted a new

written charter for the Remuneration Committee, which will be available on the Company’s website after adoption.

The reference

to the Company website address in this annual report does not include or incorporate by reference the information on the Company’s

In addition, all of the Audit Committee members

meet the requirements for financial literacy under applicable SEC and Nasdaq rules.

The board of directors of the Company has adopted

a new written charter for the Audit Committee, which is available on the Company’s website after adoption.

The reference to the

website address of the Company in this annual report does not include or incorporate by reference the information on the AGBA’s

website into this annual report.

principal functions of the Nomination Committee of Company include, among other things:

considering qualified candidates

for positions on the board of directors of the Company;

creating and maintaining

an evaluation process to ensure that all directors to be nominated to the board of directors during the annual shareholders’

meeting are appropriately qualified in accordance with the company’s organizational documents and applicable law and regulations;

making recommendations

to the board of directors regarding candidates to fill vacancies on the board;

making recommendations

to the board, regarding the size and composition of the board;

reviewing the membership

of the various committees of the board of directors and making recommendations for future appointments.

Nomination Committee consists of Mr.

Remuneration Committee

The principal functions of the Remuneration Committee

of the Company include, among other things:

reviewing and approving on an annual basis the corporate goals and objectives relevant to the compensation of our executive officers, evaluating their performance in light of such goals and objectives and determining, and approving the remuneration of our executive officers based on such evaluation;

reviewing, evaluating, and recommending changes, if appropriate, to the remuneration of our non-employee directors;

administering the Company’s equity compensation plans and agreements with the Company executive officers and directors;

reviewing and approving policies and procedures relating to perquisites and expense accounts of the executive officers of the Company;

assisting management in complying with registration statement and annual report disclosure requirements;

if required, producing a report on executive compensation to be included in the Company’s annual proxy statement;

reviewing and approving the Company’s overall compensation philosophy.

Our Remuneration Committee consists of Mr.

Thomas Ng, and Mr.

Felix Yun Pun Wong.

The board of directors has adopted a new written charter for the Remuneration Committee,

which will be available on the Company’s website after adoption.

The reference to the Company website address in this annual report

does not include or incorporate by reference the information on the Company’s website into this annual report.

Nomination Committee

The principal functions of the Nomination Committee

of Company include, among other things:

considering qualified candidates for positions on the board of directors of the Company;

creating and maintaining an evaluation process to ensure that all directors to be nominated to the board of directors during the annual shareholders’ meeting are appropriately qualified in accordance with the company’s organizational documents and applicable law and regulations;

making recommendations to the board of directors regarding candidates to fill vacancies on the board;

making recommendations to the board, regarding the size and composition of the board;

reviewing the membership of the various committees of the board of directors and making recommendations for future appointments.

Triller’s Nomination Committee consists

Brian Chan, Mr.

1 unchanged sentence

Felix Yun Pun Wong.

Triller’s board of directors has adopted

a new written charter for the Nomination Committee, which is available on the Company’s website after adoption.

The reference to

the Triller’s website address in this annual report does not include or incorporate by reference the information on Triller’s

website into this annual report.

Relationships

family relationships exist among any of our directors or executive officers.

Company’s board of directors has adopted a Code of Ethics applicable to its directors, executive officers, and team members that

complies with the rules and regulations of Nasdaq and the SEC.

Triller’s board of directors has adopted a new written charter for

the Nomination Committee, which is available on the Company’s website after adoption.

The reference to the Triller’s website

address in this annual report does not include or incorporate by reference the information on Triller’s website into this annual

Family Relationships

No family relationships exist among any of our

directors or executive officers.

Code of Ethics

The Company’s board of directors has adopted

a Code of Ethics applicable to its directors, executive officers, and team members that complies with the rules and regulations of Nasdaq

The Code of Ethics is available on Triller’s website.

Triller intends to post on the Corporate Governance section of Triller’s website all disclosures that are required by law or Nasdaq

listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics.

The reference to Triller’s

website address in this annual report does not include or incorporate by reference the information on the Company’s website into

this annual report.

16(a) Beneficial Ownership Reporting Compliance

16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons

who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission

initial reports of ownership and reports of changes in ownership of our shares of ordinary share and other equity securities.

These executive

officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a)

forms filed by such reporting persons.

solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during

2024, our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements.

In addition, Triller intends to post on the Corporate Governance

section of Triller’s website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to,

or waivers from, any provision of the Code of Ethics.

The reference to Triller’s website address in this annual report does not

include or incorporate by reference the information on the Company’s website into this annual report.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Securities Exchange Act of 1934, as amended, or

the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our

equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership

of our shares of common stocks and other equity securities.

These executive officers, directors, and greater than 10% beneficial owners

are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished

to us and written representations from certain reporting persons, we believe that, during 2025, our directors, executive officers, and

ten percent stockholders complied with all Section 16(a) filing requirements.

EXECUTIVE COMPENSATION

section provides an overview of our executive compensation programs.

are considered an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive

compensation disclosure rules.

Accordingly, our reporting obligations with respect to our “named executive officers” extend

only to the individuals who serve as the principal executive officer and the next two most highly compensated executive officers as of

the end of the prior fiscal year, as well as up to two additional individuals for whom disclosure would have been provided based on their

compensation levels but for the fact that the individual was not serving as an executive officer at the end of the prior fiscal year.

Named Executive Officers for 2024 fiscal year are Mr.

This section provides an overview of our executive

compensation programs.

We are considered a “smaller reporting company” within

the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules.

Accordingly, our reporting

obligations with respect to our “named executive officers” extend only to the individuals who serve as the principal executive

officer and the next two most highly compensated executive officers as of the end of the prior fiscal year, as well as up to two additional

individuals for whom disclosure would have been provided based on their compensation levels but for the fact that the individual was not

serving as an executive officer at the end of the prior fiscal year.

The Named Executive Officers for 2024 fiscal year

Ng Wing Fai (Chief Executive Officer), Mr.

Shu Pei Huang Desmond (Acting Chief

Financial Officer), Ms.

Wong Suet Fai Almond (Chief Operating Officer), and Mr.

Shu Pei Huang Desmond (Acting Chief Financial Officer), Ms.

Wong Suet Fai Almond (Chief

Operating Officer), and Mr.

Jeroen Nieuwkoop (Chief Strategy Officer).

Compensation Table

following table summarizes information concerning the compensation awarded to, earned by and paid to the named executive officers and

directors for services rendered to us for the years ended December 31, 2024 and 2023.

Summary Compensation Table

The following table summarizes information concerning

the compensation awarded to, earned by and paid to the named executive officers and directors for services rendered to us for the years

ended December 31, 2025 and 2024.

Name and Principal Position

Chairman of the Board

Sarnevesht (4)

Chairman and Executive Director

Chief Executive Officer

and Executive Director

Bobby Sarnevesht (4)

Vice Chairman and Executive Director

Chief Executive Officer and Executive Director

SHU Pei Huang, Desmond

5 unchanged sentences

Richard Kong (6)

Deputy Chief Financial Officer

and Company Secretary

Deputy Chief Financial Officer and Company Secretary

Brian Chan (6)

Independent Director

Thomas Ng (6)

Independent Director

1 unchanged sentence

Independent Director

all amounts earned as salary during the applicable fiscal year.

Represents all amounts earned as salary during the applicable fiscal year.

For fiscal year 2024, the salary amounts have been converted to U.S.

Dollars (USD) from Hong Kong Dollars (HKD) using the exchange rate of USD1 to HKD7.8 as of December 31, 2024.

fiscal year of 2024, these share awards were granted in 2022 to 2024 and vested in 2023 and 2024.

on December 12, 2024.

on October 15, 2024 and resigned on May 27, 2025.

on June 30, 2024.

began receiving cash fees under our director compensation program following the Closing.

the Closing of the Business Combination, we have deployed an executive compensation program that is consistent with our existing compensation

policies and philosophies, which are designed to align compensation with business objectives and the creation of stockolder value, while

enabling us to attract, motivate, and retain individuals who contribute to long-term success.

We also note that decisions on the executive

compensation program will be made by the Remuneration Committee.

The following discussion is based on the present expectations as to

the executive compensation program to be adopted by the Remuneration Committee.

The executive compensation program actually adopted will

depend on the judgment of the members of the Remuneration Committee and may differ from that set forth in the following discussion.

anticipate, however, that compensation for the Named Executive Officers will reflect their current compensation in both form and amount.

to the Business Combination Agreement, we entered into employment agreements with each of the Named Executive Officers and directors.

Named Executive Officers’ base salaries is set pursuant to the employment agreements.

We anticipate that the salaries of the Named

Executive Officers will be reviewed annually by the Remuneration Committee based upon advice and counsel of its advisors.

have granted the equity-based awards to reward past or long-term performance of the Named Executive Officers and other high-performing

We believe that providing a meaningful portion of the total compensation package in the form of equity-based awards will align

the incentives of our executive officers with the interests of our stockholders and serve to motivate and retain the individual executives.

By extending the same incentives to all of our employees, we believe that we will be able to reward exceptional employees for their contributions

to AGBA and promote continued loyalty.

For the fiscal year of 2024, these share awards were granted in 2022 to 2024 and vested in 2023 and 2024.

Resigned on December 12, 2024.

Appointed on October 15, 2024 and resigned on May 27, 2025.

Resigned on November 30, 2025.

Resigned on June 30, 2024.

Executive Compensation

Following the Closing of the Business Combination, we have deployed

an executive compensation program that is consistent with our existing compensation policies and philosophies, which are designed to align

compensation with business objectives and the creation of stockholder value, while enabling us to attract, motivate, and retain individuals

who contribute to long-term success.

We also note that decisions on the executive compensation program will be made by the Remuneration

The following discussion is based on the present expectations as to the executive compensation program to be adopted by the

Remuneration Committee.

The executive compensation program actually adopted will depend on the judgment of the members of the Remuneration

Committee and may differ from that set forth in the following discussion.

We anticipate, however, that compensation for the Named Executive

Officers will reflect their current compensation in both form and amount.

Employment Agreements

Pursuant to the Business Combination Agreement,

we entered into employment agreements with each of the Named Executive Officers and directors.

The Named Executive Officers’ base salaries

is set pursuant to the employment agreements.

We anticipate that the salaries of the Named Executive Officers will be reviewed annually

by the Remuneration Committee based upon advice and counsel of its advisors.

Equity-Based Awards

We have granted the equity-based awards to reward

past or long-term performance of the Named Executive Officers and other high-performing employees.

We believe that providing a meaningful

portion of the total compensation package in the form of equity-based awards will align the incentives of our executive officers with

the interests of our stockholders and serve to motivate and retain the individual executives.

By extending the same incentives to all

of our employees, we believe that we will be able to reward exceptional employees for their contributions to AGBA and promote continued

Equity-based awards will be awarded under the Share Award Scheme.

continue to maintain various employee benefit plans, including health and retirement plans, comparable to those already in place in which

the Named Executive Officers will participate.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding the actual ownership of the Company’s common stock as of December 24,

Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company

believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated

as beneficially owned.

Subject to the paragraph above, the percentage ownership of issued shares is based on 197,267,897 shares of common

stock of Triller Group.

Except as disclosed otherwise, the business address for each of the following entities or individuals is c/o

Triller Group Inc., 7119 West Sunset Boulevard, Suite 782, Los Angeles, CA 90046.

Other Compensation

We continue to maintain various employee benefit

plans, including health and retirement plans, comparable to those already in place in which the Named Executive Officers will participate.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information

regarding the actual ownership of the Company’s common stock as of December 31, 2025.

Unless otherwise indicated in the footnotes

to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this

table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Subject to the paragraph above,

the percentage ownership of issued shares is based on 197,266,991 shares of common stock of Triller Group.

Except as disclosed otherwise,

the business address for each of the following entities or individuals is c/o Triller Group Inc., 7119 West Sunset Boulevard, Suite 782,

Los Angeles, CA 90046.

Preferred Stock

of Beneficial Owner

Name of Beneficial Owner

Percentage of

Greater than 5% stockholders:

Holdings Limited (1)

Legacy Limited (2)

Glory Limited (3)

Ming Hsing, Richard (4)

Nature Limited (5)

Kavanaugh (6)

Executive Officers and Directors:

Pei Huang, Desmond (8)

Sarnevesht (9)

executive officers and directors as a group (7 persons)

TAG Holdings Limited (“TAG”)

has undertaken not to make any such distribution to its ultimate beneficial shareholders.

Nothing in this undertaking, however, shall

prevent TAG, subject to compliance with applicable law, from pledging or encumbering its Triller Group Common Stock or selling or

otherwise disposing of any or all of the Triller Group Common Stock to any other person or persons for value consideration.

mailing address is AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong.

Eagle Legacy Limited is

an ultimate beneficial shareholder of TAG.

TAG Holdings Limited (1)

Eagle Legacy Limited (2)

Oceana Glory Limited (3)

Tsai Ming Hsing, Richard (4)

Green Nature Limited (5)

Named Executive Officers and Directors:

Shu Pei Huang, Desmond

Felix Yun Pun Wong

All current executive officers and directors as a group (6 persons)

Holdings Limited (“TAG”) has undertaken not to make any such distribution to its ultimate beneficial shareholders.

in this undertaking, however, shall prevent TAG, subject to compliance with applicable law, from pledging or encumbering its Triller

Group Common Stock or selling or otherwise disposing of any or all of the Triller Group Common Stock to any other person or persons for

value consideration.

TAG’s mailing address is 20/F, Foyer, 625 King’s Road, North Point, Hong Kong.

(2) Eagle Legacy Limited is an ultimate

beneficial shareholder of TAG.

Shares held by Eagle Legacy Limited are beneficially owned and controlled by Mr.

Ming Hsing, Richard.

The Tsai family is the lead shareholder of the Fubon Group of Taiwan, a leading conglomerate with diverse businesses

including Asia-wide banking operations, insurance business, multimedia technology and telecommunications.

Oceana Glory Limited is

an ultimate beneficial shareholder of TAG.

Tsai Ming Hsing, Richard.

The Tsai family is the lead shareholder of the Fubon Group of Taiwan, a leading conglomerate with diverse businesses including Asia-wide

banking operations, insurance business, multimedia technology and telecommunications.

(3) Oceana Glory Limited is an ultimate

beneficial shareholder of TAG.

Shares held by Oceana Glory Limited are beneficially owned and controlled by Mr.

Ming Hsing, Richard.

The Tsai family is the lead shareholder of the Fubon Group of Taiwan, a leading conglomerate with diverse businesses

including Asia-wide banking operations, insurance business, multimedia technology and telecommunications.

1,572,696 shares of Triller

Group Common Stock are held by Total Formation Inc.

11,801,804 shares of Triller Group Series A-1 Preferred Stock are convertible

into 11,801,804 shares of Triller Group Common Stock.

The 11,801,804 shares of Triller Group Series A-1 Preferred Stock are held

8,109,015 shares held by Total Formation Inc., 2,584,952 shares held by Castle Lion Investments Limited, and 1,107,837

shares held by Fubon Financial Holding Venture Capital Co.

Tsai Ming Hsing, Richard controls Total Formation Inc., Castle Lion

Investments Limited and Fubon Financial Holding Venture Capital Co.

Green Nature Limited (“GNL”)

is a British Virgin Islands company.

Tsai Ming Hsing, Richard.

The Tsai family is the lead shareholder of the Fubon Group of Taiwan, a leading conglomerate with diverse businesses including Asia-wide

banking operations, insurance business, multimedia technology and telecommunications

1,572,696 shares and 11,807,332 shares of Triller Group Common Stock are held by Total Formation Inc.

and Giant Wisdom Ventures Limited respectively.

11,801,804 shares of Triller Group Series A-1 Preferred Stock are convertible into 11,801,804 shares of Triller Group Common Stock.

The 11,801,804 shares of Triller Group Series A-1 Preferred Stock are held as follows:

8,109,015 shares held by Total Formation Inc., 2,584,952 shares held by Castle Lion Investments Limited, and 1,107,837 shares held by Fubon Financial Holding Venture Capital Co.

Tsai Ming Hsing, Richard.

Green Nature Limited (“GNL”) is a British Virgin Islands company.

Each share of Triller Group Series B Preferred Stock is entitled to 10,000 votes.

GNL has voting

power over such securities but disclaims any pecuniary interest therein.

Hsing, Richard controls GNL and may be deemed a beneficial owner of such securities with voting and dispositive control over such

GNL has voting power over such securities but disclaims any pecuniary interest therein.

Tsai Ming Hsing, Richard controls GNL and may be deemed a beneficial owner of such securities with voting and dispositive control over such securities.

Tsai disclaims any beneficial ownership of such securities (including voting and dispositive control over such securities).

Consists of 3,497,635 shares

of Triller Group Common Stock owned of record by Ms.

Peterson in her capacity as trustee of the R.

Kavanaugh trust, 2,035,395 shares

of Triller Group Common Stock owned of record by Share Loan Holding Vehicle LLC, and 3,720,100 shares of Triller Group Common Stock

owned of record by Proxima Media LLC.

Kristine Peterson, as the trustee of the aforementioned trust and managing member of the

aforementioned limited liability companies, may be deemed to exercise investment control over such shares.

Peterson disclaims

beneficial ownership of such shares except to the extent of her pecuniary interest therein.

Consists of (i) 7,336,655

shares of Triller Group Common Stock and (ii) 387,210 shares of Triller Group Common Stock underlying 774,420 Triller Group Warrants

excisable within 60 days.

Consists of (i) 997,899

shares of Triller Group Common Stock and (ii) 15,910 shares of Triller Group Common Stock underlying 38,210 Triller Group Warrants

excisable within 60 days.

Sarnevesht is the trustee

of BAS Living Trust and therefore may be deemed to exercise investment control over such shares.

Julia Hashemieh, the mother of Bobby

Sarnevesht, is the trustee of the AS Trust and therefore may be deemed to exercise control over such shares.

principal business address of Roger C.

Kennedy is 71 Fort Street, 3rd Floor, George Town, Grand Cayman, KY1-1111, Cayman Islands.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Party Transaction Policy

November 10, 2022, our Board adopted a written policy regarding the review and approval or disapproval by our Audit Committee of transactions

between us, or any of our subsidiaries, and any related person (defined to include our executive officers, directors or director nominees,

any stockholder beneficially owning in excess of 5% of our ordinary shares or securities exchangeable for our ordinary share, and any

immediate family member of any of the foregoing persons) (the “Related Person Transaction Policy”).

In reviewing related

person transactions, our Audit Committee considers all relevant facts and circumstances, including the extent of the related person’s

direct or indirect interest in the transaction.

Any member of the Audit Committee who is a related person with respect to a transaction

under review will not be permitted to participate in the deliberations or to vote on the transaction.

related person transactions described below were consummated prior to our adoption of the formal, written policy described above, and,

accordingly, the foregoing policies and procedures were not followed with respect to these transactions.

However, we believe that the

terms obtained and consideration that we paid or received, as applicable, in connection with the transactions described below were comparable

to terms available or amounts that would be paid or received, as applicable, in arm’s-length transactions at such time.

Administrative

Services Agreements

Financial Holdings Service Agreements

June 24, 2021, each of OnePlatform Wealth Management Limited (“OWM”), OnePlatform International Property Limited (“OIP”),

OnePlatform Asset Management Limited (“OAM”), and Hong Kong Credit Corporation Limited (“HKCC”) entered

into separate, but substantially similar, Service Agreements with TAG Financial Holdings Limited (“TAG Financial Holdings”),

a member of the Legacy Group.

As the members of the Legacy Group presently share office space in the AGBA Tower (see “ Information

about AGBA — Property ” for additional information about the office space used by AGBA), TAG Financial Holdings,

pursuant to these four agreements, agreed to provide certain premises and administrative services to each of OWM, OIP, OAM, and HKCC.

respect to premises services, TAG Financial Holdings agreed to pay for, among other things, building management fees, government rates

and rent, office rent, and lease-related interest and depreciation for OWM, OIP, OAM, and HKCC, subject to reimbursement.

to administrative services, TAG Financial Holdings agreed to pay for, among other things, office consumables, cleaning fees, A/C, electricity,

and water for OWM, OIP, OAM, and HKCC, subject to reimbursement.

The service fees are charged in accordance with a standard formula included

in each of the contracts, corresponding to their office space occupancy and employee headcount respectively.

to these service agreements and their predecessor arrangements, AGBA, collectively, paid TAG Financial Holdings US$6,039,520 and US$3,190,064

for the years ended December 31, 2023 and 2022, respectively, for premises and administrative expenses.

management of AGBA anticipates that these Service Agreements will continue after the Business Combination and until either party thereto

provides one month written notice of termination, to ensure continued smooth operation on a stand-alone basis.

Asset Management Limited

Asset Management Service

Capital is a closed-ended investment vehicle incorporated in the Cayman Islands and a member of the Legacy Group.

Upon its incorporation

JFA Capital engaged a third-party fund manager who, in turn, engaged OnePlatform Asset Management (“OAM”) as a sub-manager.

On May 7, 2018, JFA Capital and OAM agreed for JFA Capital to terminate its existing management arrangement and appoint OAM as its

sole manager.

OAM is licensed by the Hong Kong Securities and Futures Commission under type 1 (Dealing in securities), type 4 (Advising

on securities), and type 9 (asset management).

OAM is also a “professional investor” as defined under the Securities and

Futures Ordinance of Hong Kong.

accordingly, provides management of JFA Capital’s portfolio assets for a management fee and a performance fee, as dictated by the

management agreement.

For the years ended December 31, 2024 and 2023, JFA Capital paid OAM US$906,468 and US$900,993, respectively.

The arrangement is non-exclusive, and OAM is permitted to invest in or advise other investment funds.

OAM is also permitted to delegate

its functions, powers, and duties to any person, subject to remaining liable for the actions of its delegate.

The term of this management

arrangement is indefinite, subject to 90 days’ notice by either party, and the management of AGBA anticipates that OAM will

continue to provide fund management services to JFA Capital following the Business Combination.

addition to JFA Capital, OAM also provides management services for other funds, including NSD Capital, a third-party Cayman-incorporated fund.

For the years ended December 31, 2024 and 2023, NSD Capital paid OAM US$69,571 and US$69,150, respectively, for management services.

The management of AGBA anticipate that OAM will continue to provide fund management services to NSD Capital following the Business Combination.

board of directors has undertaken a review of the independence of each director.

CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Related Party Transaction Policy

On November 10, 2022, our Board adopted a written policy regarding

the review and approval or disapproval by our Audit Committee of transactions between us, or any of our subsidiaries, and any related

person (defined to include our executive officers, directors or director nominees, any stockholder beneficially owning in excess of 5%

of our common stocks or securities exchangeable for our common stock, and any immediate family member of any of the foregoing persons)

(the “Related Person Transaction Policy”).

In reviewing related person transactions, our Audit Committee considers all relevant

facts and circumstances, including the extent of the related person’s direct or indirect interest in the transaction.

of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the

deliberations or to vote on the transaction.

Certain related person transactions described

below were consummated prior to our adoption of the formal, written policy described above, and, accordingly, the foregoing policies and

procedures were not followed with respect to these transactions.

However, we believe that the terms obtained and consideration that we

paid or received, as applicable, in connection with the transactions described below were comparable to terms available or amounts that

would be paid or received, as applicable, in arm’s-length transactions at such time.

Administrative Services Agreements

TAG Financial Holdings Service Agreements

On June 24, 2021, each of OnePlatform Wealth Management

Limited (“OWM”), OnePlatform International Property Limited (“OIP”), OnePlatform Asset Management Limited (“OAM”),

and Hong Kong Credit Corporation Limited (“HKCC”) entered into separate, but substantially similar, Service Agreements

with TAG Financial Holdings Limited (“TAG Financial Holdings”), a member of the Legacy Group.

As the members of the Legacy

Group presently share office space in the AGBA Tower (see “ Information about AGBA — Property ” for additional

information about the office space used by AGBA), TAG Financial Holdings, pursuant to these four agreements, agreed to provide certain

premises and administrative services to each of OWM, OIP, OAM, and HKCC.

With respect to premises services, TAG Financial Holdings

agreed to pay for, among other things, building management fees, government rates and rent, office rent, and lease-related interest

and depreciation for OWM, OIP, OAM, and HKCC, subject to reimbursement.

With respect to administrative services, TAG Financial Holdings

agreed to pay for, among other things, office consumables, cleaning fees, A/C, electricity, and water for OWM, OIP, OAM, and HKCC, subject

to reimbursement.

The service fees are charged in accordance with a standard formula included in each of the contracts, corresponding

to their office space occupancy and employee headcount respectively.

Pursuant to these service agreements and their predecessor arrangements,

AGBA, collectively, paid TAG Financial Holdings approximately $4.7 million and $4.3 million for the years ended December 31, 2025

and 2024, respectively, for premises and administrative expenses.

The management of AGBA anticipates that these

Service Agreements will continue after the Business Combination and until either party thereto provides one month written notice of termination,

to ensure continued smooth operation on a stand-alone basis.

OnePlatform Asset Management Limited

Fund Asset Management Service

JFA Capital is a closed-ended investment

vehicle incorporated in the Cayman Islands and a member of the Legacy Group.

Upon its incorporation JFA Capital engaged a third-party fund

manager who, in turn, engaged OnePlatform Asset Management (“OAM”) as a sub-manager.

On May 7, 2018, JFA Capital and

OAM agreed for JFA Capital to terminate its existing management arrangement and appoint OAM as its sole manager.

OAM is licensed by the

Hong Kong Securities and Futures Commission under type 1 (Dealing in securities), type 4 (Advising on securities), and type 9 (asset

OAM is also a “professional investor” as defined under the Securities and Futures Ordinance of Hong Kong.

OAM, accordingly, provides management of JFA Capital’s

portfolio assets for a management fee and a performance fee, as dictated by the management agreement.

The arrangement is non-exclusive, and OAM is permitted

to invest in or advise other investment funds.

OAM is also permitted to delegate its functions, powers, and duties to any person, subject

to remaining liable for the actions of its delegate.

The term of this management arrangement is indefinite, subject to 90 days’

notice by either party, and the management of AGBA anticipates that OAM will continue to provide fund management services to JFA Capital

following the Business Combination.

In addition to JFA Capital, OAM also provides

management services for other funds, including NSD Capital, a third-party Cayman-incorporated fund.

The management of AGBA

anticipate that OAM will continue to provide fund management services to NSD Capital following the Business Combination.

Director Independence

Our board of directors has undertaken a review

of the independence of each director.

Brian Chan, Mr.

Thomas Ng, and Mr.

Felix Yun Pun

Wong are all non-employee directors, all of whom our Board has determined to be independent pursuant to Nasdaq rules.

All of the members

of our Audit Committee, Nomination Committee and Remuneration Committee are independent pursuant to Nasdaq rules.

Felix Yun Pun Wong are all non-employee directors, all of

whom our Board has determined to be independent pursuant to Nasdaq rules.

All of the members of our Audit Committee, Nomination Committee

and Remuneration Committee are independent pursuant to Nasdaq rules.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Accounting Fees

following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual

financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the

performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection

with tax compliance, tax advice and tax planning, and all other fees for services rendered.

following table shows the aggregate fees from our current principal accounting firm, WWC, P.C.

Public Accounting Fees

The following table sets forth fees billed by

our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of

our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of

our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and

tax planning, and all other fees for services rendered.

The following table shows the aggregate fees from

our current principal accounting firm, Enrome LLP and the former auditor, WWC, P.C.

for the fiscal years as shown.

2 unchanged sentences

All Other Fees

fees for the fiscal years ended December 31, 2024 and 2023 rendered by WWC, P.C.

relate to professional services rendered for the audit

of our consolidated financial statements, quarterly reviews, and issuance of consents.

Audit fees for the fiscal year ended

December 31, 2025 and 2024 rendered by our auditors, relate to professional services rendered for the audit of our consolidated

financial statements, quarterly reviews, and issuance of consents.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements:

The financial statements

required to be included in this Annual Report on Form 10-K are included in Item 8 herein.

All supplemental schedules

have been omitted since the information is either included in the financial statements or the notes thereto or they are not required

or are not applicable.

See attached Exhibit Index of this Annual Report on

following documents are filed as exhibits to this annual report, including those exhibits incorporated herein by reference to one of

our prior filings under the Securities Act or the Exchange Act.

and Restated Merger Agreement dated August 30, 2024 by, among others, AGBA Group Holding Limited and Triller Corp.

(incorporated

by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by AGBA on September 3, 2024)

1 to Amended and Restated Merger Agreement (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed

by Triller on October 21, 2024)

of Domestication of AGBA Group Holding Limited (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed

by Triller on October 21, 2024)

of Incorporation of Triller Group Inc.

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Triller on

October 21, 2024)

of Triller Group Inc.

The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 herein.

All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable.

See attached Exhibit Index of this Annual Report on Form 10-K

The following documents are filed as exhibits

to this annual report, including those exhibits incorporated herein by reference to one of our prior filings under the Securities Act

or the Exchange Act.

Amended and Restated Merger Agreement dated August 30, 2024 by, among others, AGBA Group Holding Limited and Triller Corp.

(incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by AGBA on September 3, 2024)

Amendment No.

1 to Amended and Restated Merger Agreement (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Triller on October 21, 2024)

Certificate of Domestication of AGBA Group Holding Limited (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Triller on October 21, 2024)

Certificate of Incorporation of Triller Group Inc.

(incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Triller on October 21, 2024)

Description of Registrant’s Securities *

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Triller Group’s 8-K filed with the SEC

on October 21, 2024)

Bylaws of Triller Group Inc.

(incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed by Triller on October 21, 2024)

Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Annual Report on Form 10-K filed by Triller on January 26, 2026)

Triller Group Inc.

2025 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Triller Group’s 8-K filed with the SEC on October 21, 2024)

Letter from WWC, P.C.

Securities and Exchange Commission, dated February 2, 2026 (incorporated by reference to Exhibit 16.1 to the Company’s Current Report filed on Form 8-K on February 2, 2026).

Subsidiaries of the Registrant*

of Attorney (included on signature page)

Certification

of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002.*

Certification

of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002.*

Certification

of Chief Executive Officer Pursuant to 18 U.S.C.

Consent of WWC, P.C.

Consent of Enrome LLP

Power of Attorney (included on signature page)

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Chief Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification

of Chief Financial Officer Pursuant to 18 U.S.C.

Certification of Chief Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

2 unchanged sentences

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101).

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith

1 unchanged sentence

FORM 10-K SUMMARY

to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Pursuant to the requirements

of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

TRILLER GROUP INC.

January 26, 2026

April 14, 2026

/s/ Wing Fai NG

Group Chief Executive Officer

1 unchanged sentence

TRILLER GROUP INC.

January 26, 2026

Huang, Desmond

April 14, 2026

/s/ Shu Pei Huang, Desmond

Shu Pei Huang, Desmond

1 unchanged sentence

(Principal Accounting and Financial Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Group Chief Executive Officer (Principal executive

January 26, 2026

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Wing Fai NG

Group Chief Executive Officer (Principal executive officer)

April 14, 2026

and Executive Director

/s/ Brian Chan

Independent Director

January 26, 2026

April 14, 2026

/s/ Thomas Ng

Independent Director

January 26, 2026

Felix Yun Pun Wong

April 14, 2026

/s/ Felix Yun Pun Wong

Independent Director

January 26, 2026

TRILLER GROUP

April 14, 2026

Felix Yun Pun Wong

TRILLER GROUP INC.

AND ITS SUBSIDIARIES

AGBA Group Holding Limited)

TO CONSOLIDATED FINANCIAL STATEMENTS

(Formerly AGBA Group Holding Limited)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TRILLER GROUP

AND SUBSIDIARIES

INDEX TO CONSOLIDATED

FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets F-5

Consolidated Statements of Operations and Comprehensive Loss F-6

Consolidated Statements of Changes in Stockholders’ (Deficit) Equity F-5 – F-6

Consolidated Statements of Changes in Stockholders’ Deficit F-7

Consolidated Statements of Cash Flows F-8

Notes to Consolidated Financial Statements F-8 – F-74

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and

Stockholders of

Notes to Consolidated Financial Statements F-9 to F-59

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders of

Triller Group Inc.

AGBA Group Holding Limited)

on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Triller

(formerly AGBA Group Holding Limited) and its subsidiaries (collectively the “Company”) as of December 31, 2024

and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ (deficit) equity,

and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as

the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material

respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows

in each of the years for the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the

United States of America.

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 3 to the consolidated financial statements, the Company incurred substantial losses during the year ended December 31, 2024.

For the year ended December 31, 2024, the Company recorded net loss.

As of December 31, 2024, the Company had a working capital deficit

and net cash outflows from operating activities.

These conditions raise substantial doubt about the Company’s ability to continue

(formerly AGBA Group Holding Limited)

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Triller Group Inc.

(formerly AGBA Group Holding Limited) and its subsidiaries.

(the “Company”) as of December 31,

2025, the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows

for the year ended December 31,2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31,2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity

with accounting principles generally accepted in the United States of America (“U.S.

Substantial Doubt about the Company’s Ability to Continue

as a Going Concern

The accompanying consolidated financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company

has incurred recurring losses from operations of $174.5 million and net cash outflows from operating activities of $25.9 million and,

as of December 31, 2025, had a working capital deficit of $346.0 million, stockholders’ deficit of $328.1 million and limited cash

In addition, the company has defaulted on certain of its debts obligations, its securities are subject to delisting and it is exposed to legal and regulatory matters

that may require significant cash outflows.

These conditions raise substantial doubt about the Company’s ability to continue as

a going concern.

Management’s plans in regard to these matters are also described in Note 3.

1 unchanged sentence

do not include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Public Accountants

have served as the Company’s auditor since 2022.

Mateo, California

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) related to accounts or disclosures that were material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.

Fair Value Measurement of Long-Term Investments, warrant liabilities,

and convertible debts

As described in Notes 2 to the consolidated financial

statements, the company measures certain long-term investments, warrant liabilities, and convertible debts at fair value.

We identified the valuation of these instruments

as a critical audit matter due to the significant estimation uncertainty and judgment in determining fair value, particularly in respect

the selection of appropriate valuation methodologies (including market approach and binomial option pricing models), the determination

of key assumptions such as comparable company multiples, discount rates and volatility.

Our principal audit procedures performed to address this critical audit

matter included the following:

We assessed the competence, capabilities, and objectivity of management’s independent professional valuer.

We evaluated the appropriateness of the valuation methodologies used, including the market approach for long-term investments and binomial option pricing models for warrant liabilities and convertible debts.

We evaluated the reasonableness of significant assumptions, including selection of comparable companies and market multiples, discount rates, expected volatility and term assumptions used in option pricing models.

We performed sensitivity analyses on key assumptions to evaluate the potential impact of changes in those assumptions on the fair value measurements.

We assessed the adequacy of the company’s disclosures related to fair value measurements, including the valuation techniques, significant assumptions and estimation uncertainties.

/s/ Enrome LLP

We have served as the Company’s auditor since 2026

April 14, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

The Board of Directors and Stockholders of

Triller Group Inc.

(formerly AGBA Group Holding Limited)

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Triller Group Inc.

(formerly AGBA Group Holding Limited) and its subsidiaries (collectively the “Company”)

as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’

(deficit) equity, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and

its cash flows in each of the years for the two-year period ended December 31, 2024, in conformity with accounting principles generally

accepted in the United States of America.

Substantial Doubt about the Company’s

Ability to Continue as a Going Concern

The accompanying consolidated financial statements

have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements,

the Company incurred substantial losses during the year ended December 31, 2024.

For the year ended December 31, 2024, the Company recorded

As of December 31, 2024, the Company had a working capital deficit and net cash outflows from operating activities.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these

matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Certified Public Accountants

We have served as the Company’s auditor

San Mateo, California

January 26, 2026

AND ITS SUBSIDIARIES

AGBA GROUP HOLDING LIMITED)

TRILLER GROUP

AND SUBSIDIARIES

BALANCE SHEETS

expressed in thousands of United States Dollars, except for share and per share data, or otherwise noted)

in thousands (“US$’000”), except for share and per share amounts)

As of December 31,

3 unchanged sentences

Accounts receivable, net

Accounts receivable, net, related parties

Loans and notes receivables, net

3 unchanged sentences

Non-current assets:

Rental deposit, net

Loans receivables, net

2 unchanged sentences

Property and equipment, net

Right-of-use asset, net

Intangible assets, net

Right-of-use assets, net

Total non-current assets

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

3 unchanged sentences

Borrowings, related party

Convertible debts, net

Convertible debts

Convertible debts, related party

Amount due to stockholder

Income tax payable

6 unchanged sentences

TOTAL LIABILITIES

Commitments and contingencies (Note 25)

Stockholders’ (deficit) equity*:

Commitments and contingencies

Stockholders’ deficit:

Preferred stock, $ 0.001 par value, 100,000,000 shares authorized

Series A-1 preferred stock, $ 0.001 par value, 50,000,000 and nil shares authorized, 11,801,804 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively

Series B preferred stock, $ 0.001 par value, 50,000,000 and nil shares authorized, 30,851 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively

Series A-1 preferred stock, $ 0.001 par value, 50,000,000 shares authorized;

11,801,804 shares issued and outstanding as of December 31, 2025 and 2024

Series B preferred stock, $ 0.001 par value, 50,000,000 shares authorized;

30,851 shares issued and outstanding as of December 31, 2025 and 2024

Common stock, $ 0.001 par value;

150,000,000,000 and 484,125,000 shares authorized, 138,143,817 and 33,240,991 shares issued and outstanding as of December 31, 2024 and 2023, respectively #

150,000,000,000 shares authorized, 175,288,522 and 138,143,817 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Series A-1 preferred stock to be issued

5 unchanged sentences

( 1,378,179 )

Total stockholders’ (deficit) equity

TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

# Giving retroactive effect to the forward stock split and reverse stock split (see Note 19)

* Giving retroactive effect to the AGBA Domestication completed on October 15, 2024 (see Note 1)

** Less than $1,000

accompanying notes to consolidated financial statements.

AND ITS SUBSIDIARIES

AGBA GROUP HOLDING LIMITED)

( 1,203,637 )

Total stockholders’ deficit

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

See accompanying

notes to the consolidated financial statements.

TRILLER GROUP

AND SUBSIDIARIES

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Currency expressed in

thousands of United States Dollars, except for share and per share data, or otherwise noted)

For the years ended

in thousands, except for the share and per share amounts)

For the years ended December 31,

Revenues, net

Loan interest income

Recurring asset management service fees

Recurring asset management service fees, related parties

Advertising revenue

Subscription fee and paid-per-view

Total revenues

Subscription fee and paid-per-view fees

Operating expenses:

7 unchanged sentences

Office and operating fee, related party

Provision for allowance for expected credit losses

Reversal of (provision for) allowance for expected credit losses

Other general and administrative expenses

4 unchanged sentences

Interest expense

Foreign exchange (loss) gain, net

Interest expense, related party

Foreign exchange gain (loss), net

Impairment on property and equipment

3 unchanged sentences

Impairment on right-of-use assets

Bad debts written off

Investment loss, net

1 unchanged sentence

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Change in fair value of asset held for sale

Sundry income

Total other expense, net

Total other expenses, net

( 1,024,856 )

Loss before income tax expense

Loss before income taxes

( 1,138,036 )

1 unchanged sentence

$ ( 174,542 )

$ ( 1,138,036 )

Comprehensive loss:

$ ( 174,542 )

$ ( 1,138,036 )

Other comprehensive loss

2 unchanged sentences

$ ( 174,494 )

$ ( 1,138,111 )

Weighted average number of common stock outstanding

2 unchanged sentences

- Basic and diluted

# Giving retroactive effect to the forward stock split and reverse stock split (see Note 19)

accompanying notes to consolidated financial statements.

AND ITS SUBSIDIARIES

AGBA GROUP HOLDING LIMITED)

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY*

(Currency expressed in thousands of United States

Dollars, except for share and per share data, or otherwise noted)

For the year ended December 31, 2024

Common stock held in escrow

See accompanying

notes to the consolidated financial statements.

TRILLER GROUP

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

in thousands, except for share and per share amounts)

For the years ended December 31, 2025 and 2024

preferred stock

Series A-1 preferred

stock to be issued

Common stock held

stockholders’

5 unchanged sentences

Issuance of common stock to independent directors

(19)(a)(viii)

Stock-based compensation to consultants

(19)(a)(iii),(d)(i)

Stock-based compensation to directors, officers, and employees

(19)(a)(i), (a)(ii), (a)(vii),(d)(ii)

Shares issued for Investment H

1 unchanged sentence

Issuance of Series A-1, Series B preferred stocks and common stocks, replacement warrants and Series A-1 preferred stocks to be issued in related to the Merger Transaction

(19)(a)(x),(b),(c),(e)

Settlement of payables with common stock held in escrow

(19)(a)(xi),(e)

Fractional shares from forward and reverse splits

6 unchanged sentences

$ ( 245,967 )

# Giving retroactive effect to the forward stock split and reverse stock split (see Note 19)

* Giving retroactive effect to the AGBA Domestication completed on October 15, 2024 (see Note 1)

** Less than $1,000

the year ended December 31, 2023

stock to be issued

comprehensive

stockholders’

of January 1, 2023

of common stocks to settle finder fee

Issuance of holdback shares

of common stock for private placement

of commons stock for commitment fee

of amount due to the stockholder

currency translation adjustment

loss for the year

as of December 31, 2023

Giving retroactive effect

to the forward stock split and reverse stock split (see Note 19)

accompanying notes to consolidated financial statements.

AND ITS SUBSIDIARIES

AGBA GROUP HOLDING LIMITED)

Settlement of payables with common stock held in escrow

( 2,043,962 )

Issuance of common stock for repayment of borrowings, related party

Issuance of common stock to independent directors

Stock-based compensation to consultants

( 3,227,500 )

Stock-based compensation to directors, officers, and employees

Issuance of common stock as Triller RSUs

Settlement of Series A-1 preferred stock to be issued in related to merger transaction

( 11,801,804 )

Exercise of replacement warrants

Cancellation of common stocks

Foreign currency translation adjustment

Net loss for the year

Balance as of December 31, 2025

$ ( 1,378,179 )

$ ( 328,116 )

See accompanying

notes to the consolidated financial statements.

TRILLER GROUP

AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

(Currency expressed in thousands of United States

Dollars, except for share and per share data, or otherwise noted)

For the years ended

(Currency expressed

in United States Dollars in thousand (“US$’000”))

For the years ended December 31,

Cash flows from operating activities:

$ ( 174,542 )

Adjustments to reconcile net loss to net cash used in operating activities

$ ( 1,138,036 )

to reconcile net loss to net cash used in operating activities

Stock-based compensation

3 unchanged sentences

Interest expense on borrowings

Foreign exchange loss (gain), net

Impairment on property and equipment

Impairment on goodwill

Impairment on intangible assets

Impairment on right-of-use assets

Foreign exchange (gain) loss, net

Impairment loss on property and equipment

Impairment loss on goodwill

Impairment loss on intangible assets

Impairment loss on right-of-use assets

Bad debts written off

Investment loss, net

Allowance for expected credit losses

(Reversal of) provision for allowance for expected credit losses

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Change in fair value of convertible debts

Loss (gain) on disposal of property and equipment

Loss on settlement of forward share purchase agreement

Reversal of annual bonus accrued in prior year

Change in fair value of asset held for sale

Gain on disposal of asset held for sale

Loss on disposal of property and equipment

Change in operating assets and liabilities:

9 unchanged sentences

Cash flows from investing activities:

Proceeds from disposal of assets held for sale

Proceeds from sale of long-term investments

Cash from acquisition of subsidiaries

Purchase of notes receivable

Purchase of long-term investments

Dividend received from long-term investments

Proceeds from sale of property and equipment

Purchase of property and equipment

Net cash provided by investing activities

Cash flows from financing activities:

Proceeds from borrowings, related parties

Proceeds from exercising of warrants

Advances from stockholder

1 unchanged sentence

Repayments of convertible debts

Settlement of forward share purchase agreement

Proceeds from borrowings

Repayments of borrowings

Proceeds from private placement

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect on exchange rate change on cash, cash equivalents and restricted cash

2 unchanged sentences

Supplemental cash flow information:

Cash received from income tax refund

Cash paid for income taxes

2 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Initial recognition of operating lease liabilities related to right-of-use asset

Forgiveness of amount due to stockholder

Issuance of common stocks to settle finder fee

Issuance of common stock to settle payables and borrowings

Remeasurement of operating lease right-of-use assets and lease liabilities

4 unchanged sentences

Total cash, cash equivalents and restricted cash

accompanying notes to consolidated financial statements.

AND ITS SUBSIDIARIES

AGBA GROUP HOLDING LIMITED)

TO CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2024 AND 2023

(Currency expressed in

thousands of United States Dollars, except for share and per share data, or otherwise noted)

See accompanying

notes to the consolidated financial statements.

TRILLER GROUP

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS

ENDED DECEMBER 31, 2025 AND 2024

(Currency expressed

in United States Dollars in thousand (“US$’000”), except for number of shares)

1 — DESCRIPTION OF BUSINESS

Triller Group Inc.

(“ILLR”, “Triller”, or the

“Company”) (formerly AGBA Group Holding Limited (“AGBA”)) was formed in the State of Delaware on October 15, 2024,

to domicile the Company’s legal jurisdiction from British Virgin Islands to the State of Delaware.

ILLR and its subsidiaries are

hereinafter referred to as the “Company”.

On October 15, 2024 (the “Acquisition Date”), the Company

consummated the merger transaction with Triller Corp., a Delaware corporation (“Triller Corp.”), pursuant to that certain

Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024 (as further amended, the “Merger Agreement”),

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

(“Merger Sub”), Triller Corp.

and Bobby Sarnevesht, as sole

representative of the Triller Corp.

stockholders.

Pursuant to the Merger Agreement, on the Acquisition Date, (a) AGBA domesticated to

the United States as a Delaware corporation and changed its name to Triller Group Inc.

(the “AGBA Domestication”), pursuant

to which, among other things, all ordinary shares, par value $ 0.001 per share, of AGBA were automatically converted into the same number

of shares of Triller Group Inc.

common stock, as defined below, and (b) after giving effect to the AGBA Domestication, Merger Sub merged

into Triller Corp., with Triller Corp.

being the surviving corporation and a wholly owned subsidiary of Triller Group as of the Acquisition

Date (such transaction referred herein as the “Merger Transaction”).

AGBA Domestication has been treated as a corporate restructuring and thus the current capital structure has been retroactively presented

in prior periods as if such structure existed as of the beginning of the first period presented in the accompanying consolidated financial

The Merger Transaction was accounted for using the acquisition method of accounting for business combinations (see Note 4).

the completion of the Merger Transaction, the Company has become a company who operates 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 and public figures that utilize Triller’s Technology Platform to

create and publish content.

“Brands” are companies, products or product lines which are active on Triller’s Technology

Platform and utilize or have utilized one or more of Triller’s products or services offered through Triller’s Technology

(“ILLR”, “Triller”,

or the “Company”) was formed in the State of Delaware on October 15, 2024, to domicile the Company’s legal jurisdiction

from British Virgin Islands to the State of Delaware.

ILLR and its subsidiaries are hereinafter referred to as the “Company”.

The Company currently operates 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 and public figures that utilize Triller’s

Technology Platform to create and publish content.

“Brands” are companies, products or product lines which are active on Triller’s

Technology Platform and utilize or have utilized one or more of Triller’s products or services offered through Triller’s Technology

Platform, or companies, products or product lines whose associated data Triller tracks, report on and make available to Triller’s

clients as part of one or more of Triller’s product offerings.

the Company remains the operation of a wealth and health platform which offers a wide range of financial service and products, covering

life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds and lending businesses in Hong Kong.

accompanying consolidated financial statements reflect the activities of each of the subsidiaries as of December 31, 2024:

Name Background Ownership

TAG Asia Capital ● British Virgin Islands company 100%

Holdings Limited ● Incorporated on October 26, 2015

● Investment holding

OnePlatform Wealth ● Hong Kong company 99.89%

Management Limited ● Incorporated on February 5, 2003

● Provision of insurance and mandatory provident fund schemes brokerage services

OnePlatform Asset ● Hong Kong company 100%

Management Limited ● Incorporated on November 24, 1999

● Licensed by the Securities and Futures Commission of Hong Kong

● Provision of investment advisory, funds dealing, introducing broker, and asset management services

Kerberos (Nominee) ● Hong Kong company 100%

Limited ● Incorporated on April 20, 2007

● Provision of escrow services

Credit ● Hong Kong company 100%

Limited ● Incorporated on August 6, 1982

● Registered under the Hong Kong Money Lenders Ordinance

● Provision of money lending services

Hong Kong Credit ● Hong Kong company 100%

Corporation Limited ● Incorporated on March 16, 1982

● Registered under the Hong Kong Money Lenders Ordinance

● Provision of money lending services

TAG Technologies ● British Virgin Islands company 100%

Limited ● Incorporated on October 23, 2015

● Investment in financial technology business

AGBA Group Limited ● Hong Kong company 100%

● Incorporated on November 28, 2019

● Operating as cost center for the Company

Triller Hold Co LLC ● Delaware limited liability company 100%

● Incorporated on October 8, 2019

● Provision of advertising subscription and paid-per-view services

Truverse, Inc.

corporation 100%

● Incorporated on December 13, 2021

● Provision of advertising and SaaS services

Juliusworks LLC ● Delaware

limited liability company 100%

● Incorporated on November 11, 2022

● Provision of SaaS services

Flipps Media Inc.

corporation 100%

● Incorporated on June 14, 2013

● Provision of advertising subscription and paid-per-view services

The Company has not included the names of particular

subsidiaries because the unnamed subsidiaries would not have constituted significant subsidiaries as of December 31, 2024.

2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this

note and elsewhere in the accompanying consolidated financial statements and notes.

Also, the Company remains the operation of a wealth

and health platform which offers a wide range of financial service and products, covering life insurance, pensions, property-casualty

insurance, stock brokerage, mutual funds and lending businesses in Hong Kong.

The accompanying consolidated financial statements reflect the activities

of each of the subsidiaries disclosed in the exhibit of this Form 10-K report as of December 31, 2025.

NOTE 2 — SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

These accompanying consolidated financial statements

reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated

financial statements and notes.

● Basis of Presentation

accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the

United States (“U.S.

References to “Triller” or the “Company” prior to October 15, 2024 refer

to AGBA and its consolidated subsidiaries prior to the Merger Transaction, while such references on or after October 15, 2024 refer to

the combined company as a result of the Merger Transaction, including Triller Corp.

and its subsidiaries.

Certain prior year amounts have been reclassified for consistency with

the current year presentation.

These reclassification had no effect on the reported results of operations.

The accompanying consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

● Principles of Consolidation

The accompanying consolidated financial statements

include the financial statements of the Company and its subsidiaries.

A subsidiary is an entity (including a structured entity), directly

or indirectly, controlled by the Company.

The consolidated financial statements of the subsidiaries are prepared for the same reporting

period as the Company, using consistent accounting policies.

All intercompany transactions and balances between the Company and its subsidiaries

are eliminated upon consolidation.

● Emerging Growth Company

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),

and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that

are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public

accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences

in accounting standards used.

● Use of Estimates and Assumptions

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of

the consolidated financial statements and the reported amounts of revenues and expenses during the years presented.

accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of property and

equipment, impairment on long-lived assets, allowance for expected credit losses, stock-based compensation, estimates made in

connection with acquisition purchase price allocations, earn-out liabilities, fair value measurement of convertible debts, warrant

liabilities, provision for contingent liabilities, long-term investments, revenue recognition, impairment on goodwill, right-of-use asset and intangible assets, income tax

provision, deferred taxes and uncertain tax position.

inputs into the management’s judgments and estimates consider the geopolitical tension, inflationary and high interest rate environment

and other macroeconomic factors on the Company’s critical and significant accounting estimates.

Actual results could differ from

these estimates.

Company includes 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.

Estimates of fair value are based on assumptions

the Company believes 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 to goodwill.

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

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.

include the financial statements of ILLR and its subsidiaries.

A subsidiary is an entity (including a structured entity), directly or

indirectly, controlled by the Company.

The consolidated financial statements of the subsidiaries are prepared for the same reporting period

as the Company, using consistent accounting policies.

All intercompany transactions and balances between ILLR and its subsidiaries are

eliminated upon consolidation.

TRILLER GROUP

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS

ENDED DECEMBER 31, 2025 AND 2024

(Currency expressed

in United States Dollars in thousand (“US$’000”), except for number of shares)

of Estimates and Assumptions

The preparation of consolidated financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of

assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements

and the reported amounts of revenues and expenses during the years presented.

Significant accounting estimates reflected in the

Company’s consolidated financial statements include the useful lives of property and equipment, impairment of long-lived

assets and right-of-use assets, allowance for expected credit losses, stock-based compensation, fair valuation for long-term

investments, fair value measurement of convertible promissory notes payable, and warrant liabilities, provision for contingent

liabilities, revenue recognition, income tax provision, deferred taxes and uncertain tax position.

The inputs into the management’s judgments

and estimates consider the geopolitical tension, inflationary and high interest rate environment and other macroeconomic factors on the

Company’s critical and significant accounting estimates.

Actual results could differ from these estimates.

● Foreign Currency Translation and Transaction

denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing

at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated

into the functional currency using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded

in the consolidated statements of operations and comprehensive loss.

The reporting currency of the Company is US$ and the accompanying consolidated

financial statements have been expressed in US$.

In addition, some of the Company’s subsidiaries are operating in Hong Kong, which

maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which is a functional currency as being

the primary currency of the economic environment in which their operations are conducted.

In general, for consolidation purposes, assets

and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with Accounting Standards

Codification (“ASC”) Topic 830-30, Translation of Financial Statement , using the exchange rate on the balance sheet

Transactions denominated in currencies other than

the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency

using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the consolidated statements

of operations and comprehensive loss.

The reporting currency of the Company is US$ and

the accompanying consolidated financial statements have been expressed in US$.

In addition, some of the Company’s subsidiaries are

operating in Hong Kong, which maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which is

a functional currency as being the primary currency of the economic environment in which their operations are conducted.

In general, for

consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance

with Accounting Standards Codification (“ASC”) Topic 830-30, Translation of Financial Statement , using the exchange

rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during the year.

The gains and losses resulting from translation

of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the

consolidated statements of changes in stockholders’ (deficit) equity.

of amounts from HK$ into US$ has been made at the following exchange rates for the years ended December 31, 2024 and 2023:

HK$:US$ exchange rate

average HK$:US$ exchange rate

The gains and losses

resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive

loss within the consolidated statements of changes in stockholders’ deficit.

Translation of amounts from HK$ into US$ has been

made at the following exchange rates for the years ended December 31, 2025 and 2024:

December 31, 2025

December 31, 2024

Year-end HK$:US$ exchange rate

Annual average HK$:US$ exchange rate

TRILLER GROUP

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS

ENDED DECEMBER 31, 2025 AND 2024

(Currency expressed

in United States Dollars in thousand (“US$’000”), except for number of shares)

● Segment Reporting

Topic 280, Segment Reporting , establishes standards for reporting information about operating segments on a basis consistent with

the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers

in financial statements for details on the Company’s business segments.

The Company uses the management approach to determine reportable operating

The management approach considers the internal organization and reporting used by the Company’s chief operating decision

maker (“CODM”) for making decisions, allocating resources and assessing performance.

The Company’s CODM has been identified

as the Chief Executive Officer (“CEO”), who reviews consolidated results when making decisions about allocating resources

and assessing performance of the Company.

Based on management’s assessment, the Company determined that it has three reportable

segments, which are Social Media, Sports streaming and Financial Services.

ASC Topic 280, Segment Reporting , establishes

standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure

as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s

business segments.

The Company uses the management approach to determine

reportable operating segments.

The management approach considers the internal organization and reporting used by the Company’s chief

operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance.

The Company’s

CODM has been identified as the Chief Executive Officer (“CEO”), who reviews consolidated results when making decisions about

allocating resources and assessing performance of the Company.

Based on management’s assessment, the Company determined that it

has three reportable segments, which are Social Media, Sports Streaming, and Financial Services.

● Cash and Cash Equivalents

and cash equivalents consist primarily of cash in readily available checking and saving accounts.

They consist of highly liquid investments

that are readily convertible to cash and that mature within three months or less from the date of purchase.

The carrying amounts approximate

fair value due to the short maturities of these instruments.

The Company maintains most of its bank accounts in the United States of

America and Hong Kong.

Hong Kong is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

However, management

does not believe there is a significant risk of loss.

Cash and cash equivalents consist primarily of

cash in readily available checking and saving accounts.

They consist of highly liquid investments that are readily convertible to cash

and that mature within three months or less from the date of purchase.

The carrying amounts approximate fair value due to the short maturities

of these instruments.

The Company maintains most of its bank accounts in the United States of America and Hong Kong.

Hong Kong is not

protected by Federal Deposit Insurance Corporation (“FDIC”) insurance.

However, management does not believe there is a significant

risk of loss.

● Restricted Cash

cash consists of funds held in escrow accounts reflecting the restricted cash and cash equivalents maintained in certain bank accounts

that are held for the exclusive interest of the Company’s customers.

The Company currently acts as a custodian to manage the assets

and investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does not have

the right to use for any purposes, other than managing the portfolio.

Company restricts the use of the assets underlying the funds held in escrow to meet with regulatory or contractual requirements and classifies

Restricted cash consists of funds held in escrow

accounts reflecting the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive interest

of the Company’s customers.

The Company currently acts as a custodian to manage the assets and investment portfolio on behalf of

its customers under the terms of certain contractual agreements, which the Company does not have the right to use for any purposes, other

than managing the portfolio.

restricts the use of the assets underlying the funds held in escrow to meet with regulatory or contractual requirements and classifies

the assets as current based on their purpose and availability to fulfill its direct obligation under current liabilities.

● Accounts Receivable, net

receivable, net are recorded at the invoiced amount less any allowance for expected credit losses to reserve for potentially uncollectible

receivable, net are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms.

The Company’s payment terms of accounts receivable vary by the

types of services offered.

The normal settlement terms of accounts receivable from insurance companies in the provision of brokerage agency

services and customers for advertising services, are within 30 days up on the execution of the insurance policies and advertising campaigns.

Credit terms with the products providers of investment, unit and mutual funds and asset portfolio are mainly 90 days or a credit period

mutually agreed between the contracting parties.

certain services and customers, the Company requires payment before services are delivered to the customers.

Changes in the allowance

for expected credit losses are recorded in general and administrative expense in the consolidated statement of operations and comprehensive

To determine the amount of the allowance, the Company estimates all expected credits losses based on historical experience, current

conditions and reasonable and supportable forecasts.

Company seeks to maintain strict control over its outstanding receivables to minimize credit risk.

Overdue balances are reviewed regularly

by senior management.

Management reviews its receivables on a regular basis to determine if the allowance for expected credit losses

is adequate and provides allowance when necessary.

Company does not hold any collateral or other credit enhancements over its accounts receivable balances.

For the year ended December 31, 2024 and 2023, the company evaluated

the probable losses on account receivables and recorded a provision for allowance for expected credit losses of $0.9 million and $ 0.2 million,

respectively.

Accounts receivable, net are recorded at the invoiced

amount less any allowance for expected credit losses to reserve for potentially uncollectible receivables.

Accounts receivable, net are recorded at the invoiced

amount and do not bear interest, which are due within contractual payment terms.

The Company’s payment terms of accounts

receivable vary by the types of services offered.

The normal settlement terms of accounts receivable from insurance companies in the provision

of brokerage agency services are within 30 days upon the execution of the insurance policies.

Credit terms with the products providers

of investment, unit and mutual funds and asset portfolio are mainly 90 days or a credit period mutually agreed between the contracting

TRILLER GROUP

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS

ENDED DECEMBER 31, 2025 AND 2024

(Currency expressed

in United States Dollars in thousand (“US$’000”), except for number of shares)

For certain services and customers, the Company

requires payment before services are delivered to the customers.

Changes in the allowance for expected credit losses are recorded in general

and administrative expense in the consolidated statement of operations and comprehensive loss.

To determine the amount of allowance, the

Company estimates all expected credits losses based on historical experience, current conditions and reasonable and supportable forecasts.

The Company seeks to maintain strict control over

its outstanding receivables to minimize credit risk.

Overdue balances are reviewed regularly by senior management.

Management reviews

its receivables on a regular basis to determine if the allowance for expected credit losses is adequate and provides allowance when necessary.

The Company does not hold any collateral or other

credit enhancements over its accounts receivable balances.

● Loans and Notes Receivable, net

receivable, net are related to residential mortgage loans that are carried at unpaid principal balances, less the allowance for expected

credit losses on loans receivable and charge-offs.

are placed on nonaccrual status when they are past due 180 days or more as to contractual obligations or when other circumstances indicate

that collection is not probable.

When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against

interest income.

Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance

or recorded as interest income, depending on an assessment of the ability to collect the loan.

A nonaccrual loan may be restored to accrual

status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms

for a reasonable period (generally six months).

the Company determines that a loan is impaired, the Company next determines the amount of the impairment.

The amount of impairment on

collateral dependent loans is charged off within the given fiscal quarter.

Generally the amount of the loan and negative escrow in excess

of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off.

For all other

loans, impairment is measured as described below in “Allowance for Expected Credit Losses on Financial Instruments”.

receivable, net are related to a convertible loan note instrument with Investment A which bears a fixed interest rate of 8 % per annum

with maturity in April 2024 .

The Company sold all its convertible loan notes on Investment A to an independent third party on April 30,

2024 for a consideration of approximately $ 0.4 million.

For the years ended December 31, 2024 and

2023, the Company evaluated the probable losses on loans and notes receivable and recorded a provision for allowance for expected

credit losses of approximately $ 0.2 million and $0.07 million, respectively.

Loans receivable, net are related to residential

mortgage loans that are carried at unpaid principal balances, less the allowance for expected credit losses on loans receivable and charge-offs.

Loans are placed on nonaccrual status when they

are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable.

a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income.

Payments received on

a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending

on an assessment of the ability to collect the loan.

A nonaccrual loan may be restored to accrual status when principal and interest payments

have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months).

If the Company determines that a loan is impaired,

the Company next determines the amount of the impairment.

The amount of impairment on collateral dependent loans is charged off within

the given fiscal quarter.

Generally the amount of the loan and negative escrow in excess of the appraised value less estimated selling

costs, for the fair value of collateral valuation method, is charged off.

For all other loans, impairment is measured as described below

in “Allowance for Expected Credit Losses on Financial Instruments”.

● Allowance for Expected Credit Losses

accordance with ASC Topic 326, “Credit Losses – Measurement of Credit Losses on Financial Instruments” (“ASC

Topic 326”), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that

reflects its best estimate of the lifetime 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.

The CECL model is prepared after considering

historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses.

Accounts receivable, loans and notes receivable, and deposits, prepayments, and others receivable are written off when deemed uncollectible.

Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.

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, deposits and other receivables was

approximately $ 2.5 million and $ 1.1 million, respectively.

In accordance with ASC Topic 326, “Credit

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

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

The CECL model is prepared after considering historical experience, current conditions, and

reasonable and supportable economic forecasts to estimate lifetime expected credit losses.

Accounts receivable, loans and notes receivable,

and deposits, prepayments, and others receivable are written off when deemed uncollectible.

Recoveries of receivables previously written

off are recorded as a reduction of bad debt expense.

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.

● Rental Deposit

Rental deposit represents the deposit paid for the office leases under

the long-term lease, less the allowance for expected credit losses, which is presented under the non-current assets of the consolidated

balance sheet based on the expected collection date.

The rental deposits is classified to current assets when the lease contract is expected

to be expired less than a year.

● Assets Held For Sale

Rental deposit represents the deposit paid for

the office leases under the long-term lease, less the allowance for expected credit losses, which is presented under the non-current assets

of the consolidated balance sheet based on the expected collection date.

The rental deposits is classified to current assets when the

lease contract is expected to be expired less than a year.

● Asset Held For Sale

The Company classifies long-lived assets as held

for sale in the period in which the criteria are met, in accordance with ASC 360, Property, Plant and Equipment.

The Company ceases depreciation

on long-lived assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value or estimated fair

value less cost to sell.

As of December 31, 2024, the carrying value of 2 premises was approximately

$ 2.0 million and recorded as assets held for sale in the consolidated balance sheets.

These assets were subsequently sold in 2025.

● Deposits, Prepayments and other Receivable, net

Deposits, prepayments and other receivables, net

primarily consist of prepayments of professional service fees such as consulting services and business insurance.

These advances are unsecured

and reviewed periodically to determine whether their carrying value has become impaired.

As of December 31, 2024 and 2023, the

Company evaluated the probable losses on deposits, prepayments and other receivables and recognized a provision for allowance for

expected credit losses of approximately $ 1.4 million and $ 0.8 million, respectively.

for sale in the period in which the criteria are met, in accordance with ASC 360, “Property and Equipment” .

ceases depreciation on long-lived assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value

or estimated fair value less cost to sell.

As of December 31, 2025, the carrying value of the premises

was approximately $ 0.3 million and recorded as assets held for sale in the consolidated balance sheets.

This asset was subsequently sold

in January 2026.

TRILLER GROUP

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS

ENDED DECEMBER 31, 2025 AND 2024

(Currency expressed

in United States Dollars in thousand (“US$’000”), except for number of shares)

● Long-Term Investments, net

10 unchanged sentences

● Property and Equipment, net

and equipment, net are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated

on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking

into account their estimated residual values, if any:

Property and equipment, net are stated at cost

less accumulated depreciation and accumulated impairment losses, if any.

Depreciation is calculated on the straight-line basis over the

following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual

values, if any:

Expected useful life

Building Shorter of 50 years or lease term

Leasehold improvement 3 years

Furniture, fixtures and equipment 3 to 5 years

1 unchanged sentence

Motor vehicles 3 years

for repairs and maintenance are expensed as incurred.

When assets have been retired or sold, the cost and related accumulated depreciation

are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable.

required, impairment losses on assets to be held and used are recognized based on the fair value of the asset.

The fair value is determined

based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required.

carrying amount of the long-lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the

difference between the carrying amount and fair value of the asset.

When fair values are not available, the Company estimates fair value

using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.

For the years ended December 31, 2024 and 2023, the Company recorded

impairment on property and equipment of approximately $ 0.1 million and nil , respectively in the consolidated statements of operations

and comprehensive loss.

● Intangible Assets, net

assets with definite lives are stated at cost less accumulated amortization.

Amortization is calculated on a straight-line basis over

their estimated useful lives.

Expected useful life

Trademarks and trade names 5 years

Customer relationships – business enterprises 2 years

Customer relationships – consumer subscriptions 2 years

Software 5 years

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.

For the years ended December 31, 2024 and 2023, the Company recorded

impairment on intangible assets of approximately $ 1.2 million and nil , respectively in the consolidated statements of operations and comprehensive

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

The Company reviews 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.

Company performs its annual impairment test of goodwill in the fourth quarter of each fiscal year.

First, the Company assesses qualitative

factors to determine whether a quantitative impairment test is necessary.

If that qualitative assessment indicates that it is more likely

than not that goodwill is impaired, the Company performs 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.

The Company’s goodwill was derived

from the Merger Transaction during the year ended December 31, 2024.

For the years ended December 31, 2024 and 2023, the Company recorded

impairment on goodwill of approximately $ 1,005.8 million and nil , respectively in the consolidated statements of operations and comprehensive

Expenditures for repairs and maintenance are expensed

When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any

resulting gain or loss is recognized in the results of operations.

Property and equipment are reviewed for impairment

whenever facts and circumstances indicate that the carrying value may not be recoverable.

When required, impairment losses on assets to

be held and used are recognized based on the fair value of the asset.

The fair value is determined based on estimates of future cash flows,

market value of similar assets, if available, or independent appraisals, if required.

If the carrying amount of the long- lived asset

is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and

fair value of the asset.

When fair values are not available, the Company estimates fair value using the expected future cash flows discounted

at a rate commensurate with the risk associated with the recovery of the assets.

● Impairment of Long-Lived Assets

In accordance with the provisions of ASC Topic360,

“Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as property and equipment owned and held

by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may

not be recoverable.

Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its

estimated future undiscounted cashflows expected to be generated by the asset.

If such assets are considered to be impaired, the impairment

to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

$ 2.8 million and $ 1,009 million impairment losses recognized for the year ended December 31, 2025 and 2024, respectively.

TRILLER GROUP

AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS

ENDED DECEMBER 31, 2025 AND 2024

(Currency expressed

in United States Dollars in thousand (“US$’000”), except for number of shares)

● Accounts Payable

payable primarily consists of (i) commission payable to the Company’s financial advisors for the sale of investment funds, investment

products, or insurance products, accruals for payments of professional services fees and other operating payables and (ii) payable to

the suppliers related to talent and influencers for brand activations and live-event.

The carrying amount approximates fair value because

of the short-term maturity.

Borrowings are initially recognized at fair value, net of upfront fees incurred.

Borrowings are subsequently

measured at amortized cost.

Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in

profit or loss over the period of the borrowings using the effective interest method.

Accounts payable primarily consists of (i) commission

payable to the Company’s financial advisors for the sale of investment funds, investment products, or insurance products, accruals

for payments of professional services fees and other operating payables and (ii) payable to the suppliers related to talent and influencers

for brand activations and live-event.

The carrying amount approximates fair value because of the short-term maturity.

Borrowings are initially recognized at fair value,

net of upfront fees incurred.

Borrowings are subsequently measured at amortized cost.

Any difference between the proceeds (net of transaction

costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.

● Convertible Debts, net

The Company accounts for certain convertible debts, net in accordance

with ASC Topic 470-20, “ Debt with Conversion and Other Options ” (“ASC 470-20”), whereby the convertible

instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host

contract in accordance with ASC Topic 815-15, “ Derivatives and Hedging – Embedded Derivatives ” or the substantial

premium model in ASC 470-20 applies.

Where the substantial premium model applies, the premium is recorded in additional paid -in capital.

The resulting debt discount is amortized over the period during which the convertible debts is expected to be outstanding as additional

non-cash interest expenses.

Certain of the Company’s convertible debts are accounted for

under the fair value option election in ASC 825 due to difference in its features.

Under the fair value option election, the financial

instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring

basis at each reporting period date.

The estimated fair value adjustment is presented within other income (expense) in the consolidated

statements of operations and comprehensive loss.

The Company classifies its convertible debts that are being valued under the fair value

option election as Level 3 due to the lack of relevant observable market data over fair value inputs, such as the probability weighting

of the various scenarios that can impact settlement of the arrangement.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”)

and ASC Topic 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding

financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all

of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common

stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s

control, among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted

at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

The Company accounts for certain convertible debts,

net in accordance with ASC Topic 470-20, “ Debt with Conversion and Other Options ” (“ASC 470-20”), whereby

the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated

from the host contract in accordance with ASC Topic 815-15, “ Derivatives and Hedging – Embedded Derivatives ”

or the substantial premium model in ASC 470-20 applies.

Where the substantial premium model applies, the premium is recorded in additional

paid -in capital.

The resulting debt discount is amortized over the period during which the convertible debts is expected to be outstanding

as additional non-cash interest expenses.

Certain of the Company’s senior convertible

debts are accounted for under the fair value option election in ASC 825 due to difference in its features.

Under the fair value option

election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated

fair value on a recurring basis at each reporting period date.

The estimated fair value adjustment is presented within other income (expense)

in the consolidated statements of operations and comprehensive loss.

The Company classifies its senior convertible notes and convertible

promissory notes that are being valued under the fair value option election as Level 3 due to the lack of relevant observable market data

over fair value inputs, such as the probability weighting of the various scenarios that can impact settlement of the arrangement.

The Company accounts

for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms

and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC

Topic 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

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.

Warrants classified as equity

instruments are initially recognized at fair value and are not subsequently remeasured.

The Company accounts for its (i) Public Warrants

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

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.

The Company accounts for its (i) Public Warrants, and (ii) Replacement Warrants of Triller Group Warrants as equity.

Liability-classified

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.

The Company accounts for its (i) SPAC Private Warrants, (ii) Common Warrants,

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

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.

The Company accounts for

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

TRILLER GROUP INC.

AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in United

States Dollars in thousand (“US$’000”), except for number of shares)

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.

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

comprehensive loss.

● Revenue Recognition

Company receives most of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting

Standards Update (“ASU”) No.

The Company receives most of its non-interest

income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No.

2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC Topic 606”).

Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers:

recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to

which the Company expects to be entitled in exchange for those goods or services.

ASC Topic 606 provided the following overview

of how revenue is recognized from the Company’s contracts with customers:

The Company recognizes revenue to depict the transfer

of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in

exchange for those goods or services.

Identify the contract(s) with a customer.

Identify the performance obligations in the contract.

Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects

to be entitled in exchange for transferring promised goods or services to a customer.

Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction

price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised

Identify the performance obligations

in the contract.

Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it

satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control

of that good or service).

The amount of revenue recognized is the amount allocated to the satisfied performance obligation.

A performance

obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises

to transfer service to a customer).

portion of the Company’s income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer

of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled

in exchange for those goods or services.

The Company considers the terms of the contract and all relevant facts and circumstances when

applying this guidance.

The Company’s revenue recognition policies are in compliance with ASC Topic 606, as follows:

Media and Sports Streaming

(i) Advertising

The Company’s technology platform provides

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

and execution of advertising campaigns.

Advertising revenue is generated from advertisements,

either displayed on a device-specific application, browser or as part of an event.

sponsorship revenue is generally recognized as advertisements are viewed, if on a device-specific

application or browser or when events occur with participation of the sponsor.

brand sponsorship agreements for which consideration is a fixed fee is allocated

evenly to each event in a series of events over the applicable contractual service period

as the advertisements are displayed, which is typically over a period of less than one year.

Subscription Fees:

Company’s 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.

Subscriptions for streaming

services are through third party streaming service providers, examples include All Elite Wrestling (“AEW”) in the case

of Triller TV.

Revenue from streaming subscriptions is recognized ratably over the life of a subscription.

Pay-per-view Fees:

Unlike subscription fees, the Company’s technology platform, via its streaming service provides pay-per-view services for premium content and events.

Revenue from streaming pay-per-view events is recognized at the time the event airs.

The Company’s technology

platform provides data, analytics and other marketing services to brands and advertising agencies with access to a data base of

profiled Brands and Creators and their associated audiences, giving them the ability to enlist Creators to develop and share

captivating stories to market their products and services.

SaaS platform provides 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 SaaS platform subscriptions is

recognized ratably over the life of a subscription.

arrangements where another party is involved in providing specified services to a customer, such as a distributor of the Company’s

content for subscription and pay-per-view programming, the Company evaluates whether the Company is the principal or agent in the arrangement.

In this evaluation, the Company considers if the Company obtains control of the specified goods or services before they are transferred

Determine the transaction price –

The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring

promised goods or services to a customer.

Allocate the transaction price to the

performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on

the basis of the relative standalone selling prices of each distinct good or service promised in the contract.

Recognize revenue when (or as) the entity

satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring

a promised good or service to a customer (which is when the customer obtains control of that good or service).

The amount of revenue

recognized is the amount allocated to the satisfied performance obligation.

A performance obligation may be satisfied at a point in time

(typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).

Certain portion of the Company’s income

is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to its

customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance.

The Company’s

revenue recognition policies are in compliance with ASC Topic 606, as follows:

(a) Social Media and Sports Streaming

(i) Advertising Revenue:

Company’s technology platform provides brands a variety of advertising services including

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

revenue is generated from advertisements, either displayed on a device-specific application,

browser or as part of an event.

Brand sponsorship revenue is generally recognized as advertisements

are viewed, if on a device-specific application or browser or when events occur with participation

of the sponsor.

Revenue from brand sponsorship agreements for which consideration is a fixed

fee is allocated evenly to each event in a series of events over the applicable contractual

service period as the advertisements are displayed, which is typically over a period of less

than one year.

AND SUBSIDIARIES

TO THE CONSOLIDATED FINANCIAL STATEMENTS

THE YEARS ENDED DECEMBER 31, 2025 AND 2024

expressed in United States Dollars in thousand (“US$’000”), except for number of shares)

(ii) Subscription Fees:

Company’s 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.

Subscriptions

for streaming services are through third party streaming service providers, examples include

All Elite Wrestling (“AEW”) in the case of Triller TV.

Revenue from streaming

subscriptions is recognized ratably over the life of a subscription.

(iii) Pay-per-view Fees:

subscription fees, the Company’s technology platform, via its streaming service provides

pay-per-view services for premium content and events.

Revenue from streaming pay-per-view

events is recognized at the time the event airs.

(iv) SaaS fees:

The Company’s

technology platform provides data, analytics and other marketing services to brands and advertising

agencies with access to a data base of profiled Brands and Creators and their associated

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

to market their products and services.

Our 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 SaaS platform subscriptions is recognized

ratably over the life of a subscription.

In arrangements

where another party is involved in providing specified services to a customer, such as a distributor of the Company’s content for

subscription and pay-per-view programming, the Company evaluates whether the Company is the principal or agent in the arrangement.

this evaluation, the Company considers if the Company obtains control of the specified goods or services before they are transferred

to the customer, as well as other indicators such as the party primarily responsible for fulfillment and discretion in establishing price.

2 unchanged sentences

arrangements where the Company is the principal, such as serving as the provider of content for subscription and pay-per-view programming.

Costs associated with revenue-share arrangements are recognized as part of expenses.

Costs associated with revenue-share arrangements are recognized as part of cost of revenue.

The Company determined that it was the principal

for all subscription and pay-per-view arrangements and no revenue was recognized on an agent net basis for the period presented.

The Company generally expenses sales commissions when incurred because

the amortization period would have been one year or less.

These costs are recorded within operating expense for social media and streaming

platform in the consolidated statements of operations and comprehensive loss.

The Company generally expenses sales

commissions when incurred because the amortization period would have been one year or less.

These costs are recorded within selling and

marketing expenses in the consolidated statements of operations and comprehensive loss.

(b) Financial Services

(i) Commissions:

The Company earns commissions from

the sale of investment products to customers, who are insurance companies and fund houses.

The Company enters into commission agreements

with customers which specify the key terms and conditions of the arrangement.

Commissions are separately negotiated for each transaction

and generally do not include rights of return, credits or discounts, rebates, price protection or other similar privileges, and typically

paid on or shortly after the transaction is completed.

Upon the purchase of an investment product by customer, the Company earns a commission

from customers, calculated as a fixed percentage of the investment products acquired by its customers.

The Company defines the “purchase

of an investment product” for its revenue recognition purpose as the time when the customers referred by the Company has entered

into a subscription contract with the relevant product provider and, if required, the customer has transferred a deposit to an escrow

account designated by the Company to complete the purchase of the investment products.

After the contract is established, there are no

significant judgments made when determining the commission price.

Therefore, commissions are recorded at point in time when the investment

product is purchased.

The Company also facilitates the arrangement between insurance providers and individuals or businesses by providing insurance placement services to the insured and is compensated in the form of commission from the respective insurance providers.

The Company primarily facilitates the placement of life, general and MPF insurance products.

(i) Commission income:

earns commissions from the sale of investment products to customers, who are insurance companies

and fund houses.

The Company enters into commission agreements with customers which specify

the key terms and conditions of the arrangement.

Commissions are separately negotiated for

each transaction and generally do not include rights of return, credits or discounts, rebates,

price protection or other similar privileges, and typically paid on or shortly after the

transaction is completed.

Upon the purchase of an investment product by customer, the Company

earns a commission from customers, calculated as a fixed percentage of the investment products

acquired by its customers.

The Company defines the “purchase of an investment product”

for its revenue recognition purpose as the time when the customers referred by the Company

has entered into a subscription contract with the relevant product provider and, if required,

the customer has transferred a deposit to an escrow account designated by the Company to

complete the purchase of the investment products.

After the contract is established, there

are no significant judgments made when determining the commission price.

Therefore, commissions

are recorded at point in time when the investment product is purchased.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The Company also facilitates the arrangement

between insurance providers and individuals or businesses by providing insurance placement services to the insured and is compensated

in the form of commission from the respective insurance providers.

The Company primarily facilitates the placement of life, general and

MPF insurance products.

The Company determines that insurance providers are the customers.

The Company primarily earns commission income arising from the facilitation of the placement of an effective insurance policy, which is recognized at a point in time when the performance obligation has been satisfied upon execution of the insurance policy as the Company has no future or ongoing obligation with respect to such policies.

The commission fee rate, which is paid by the insurance providers, based on the terms specified in the service contract which are agreed between the Company and insurance providers for each insurance product being facilitated through the Company.

The Company primarily earns commission

income arising from the facilitation of the placement of an effective insurance policy, which is recognized at a point in time when the

performance obligation has been satisfied upon execution of the insurance policy as the Company has no future or ongoing obligation with

respect to such policies.

The commission fee rate, which is paid by the insurance providers, based on the terms specified in the service

contract which are agreed between the Company and insurance providers for each insurance product being facilitated through the Company.

The commission earned is equal to a percentage of the premium paid to the insurance provider.

Commission from renewed policies is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g., when customer renews the policy).

In accordance with ASC Topic 606, Revenue Recognition:

Principal Agent Considerations , the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively.

The determination of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services prior to transferring it.

Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement services through the Company’s licensed insurance brokers to provide agency services.

The commissions from insurance providers are recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the consolidated statements of operations and comprehensive loss.

During the December 31, 2023, the Company also offers the sale solicitation

Commission from renewed policies is variable

consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g.,

when customer renews the policy).

In accordance with ASC Topic 606,

Revenue Recognition:

Principal Agent Considerations , the Company evaluates the terms in the agreements with its channels and independent

contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively.

The determination of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services

prior to transferring it.

Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement

services through the Company’s licensed insurance brokers to provide agency services.

The commissions from insurance providers

are recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the

consolidated statements of operations and comprehensive loss.

The Company also offers the sale solicitation

of real estate property to the final customers and is compensated in the form of commissions from the corresponding property developers

2 unchanged sentences

is signed and executed.

(ii) Recurring Asset Management Service Fees:

provides asset management services to investment funds or investment product providers in exchange for recurring asset management service

Recurring asset management service fees are determined based on the types of investment products the Company distributes and are

calculated as a fixed percentage of the fair value of the total investment of the investment products, calculated daily.

These customer

contracts require the Company to provide investment management services, which represents a performance obligation that the Company satisfies

After the contract is established, there are no significant judgments made when determining the transaction price.

Company provides these services throughout the contract term, for the method of calculating recurring asset management service fees,

revenue is calculated on a daily basis over the contract term, quarterly billed and recognized.

Recurring service agreements do not include

rights of return, credits or discounts, rebates, price protection, performance component or other similar privileges and the circumstances

(ii) Recurring Asset Management

Service Fees:

The Company provides asset management services to investment funds or investment

product providers in exchange for recurring asset management service fees.

Recurring asset

management service fees are determined based on the types of investment products the Company

distributes and are calculated as a fixed percentage of the fair value of the total investment

of the investment products, calculated daily.

These customer contracts require the Company

to provide investment management services, which represents a performance obligation that

the Company satisfies over time.

After the contract is established, there are no significant

judgments made when determining the transaction price.

As the Company provides these services

throughout the contract term, for the method of calculating recurring asset management service

fees, revenue is calculated on a daily basis over the contract term, quarterly billed and

Recurring service agreements do not include rights of return, credits or discounts,

rebates, price protection, performance component or other similar privileges and the circumstances

under which the fixed percentage fees, before determined, could be not subject to clawback.

Payment of recurring asset management service

fees are normally on a regular basis (typically monthly or quarterly).

(iii) Loan Interest Income:

The Company offers money lending

services from loan origination in form of mortgage and personal loans.

Interest income is recognized monthly in accordance with their

contractual terms and recorded as interest income in the consolidated statement of operations.

The Company does not charge prepayment

penalties from its customers.

Interest income on mortgage and personal loans is recognized as it accrued using the effective interest

Accrual of interest income on mortgage loans is suspended at the earlier of the time at which collection of an account becomes

doubtful or the account becomes 180 days delinquent.

Payment of recurring asset management service fees are normally on a regular basis (typically

monthly or quarterly).

Interest Income:

The Company offers money lending services from loan origination in form

of mortgage and personal loans.

Interest income is recognized monthly in accordance with

their contractual terms and recorded as interest income in the consolidated statement of

The Company does not charge prepayment penalties from its customers.

income on mortgage and personal loans is recognized as it accrued using the effective interest

Accrual of interest income on mortgage loans is suspended at the earlier of the time

at which collection of an account becomes doubtful or the account becomes 180 days delinquent.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Disaggregation

3 unchanged sentences

by nature and geographic location:

For the years ended

For the years ended December 31,

At a point in time

7 unchanged sentences

Total revenue

For the years ended

For the years ended December 31,

By geography:

United States

The following table provides information about

contract liabilities from the Company’s contracts with customers:

The following table provides information

about contract assets and contract liabilities from the Company’s contracts with customers:

As of December 31,

Contract liabilities, included in other current liabilities

Contract liabilities, included

in other current liabilities

Receivables relate to customer contracts

4 unchanged sentences

for doubtful accounts.

Accounts receivable are written off against the allowance for doubtful accounts when the Company determines amounts

are no longer collectible.

For the years ended December 31, 2024 and 2023, there were no revenues recognized relating to performance

obligations satisfied or partially satisfied in prior periods.

● Rental Income

income represents monthly rental received from the Company’s tenants.

The Company recognizes rental income on a straight-line basis

over the lease term in accordance with the lease agreement.

Expense For Social Media and Streaming Platform

Operating expense for social media and streaming platform related to

the social media application primarily consists of expenses related to talent and influencers for brand activations.

The live-event portion

of cost of revenues relate to license fees, event rights fees, revenue sharing costs, production costs, and influencer costs, among others.

Accounts receivable are written off against the allowance for expected credit losses when the Company determines

amounts are no longer collectible.

For the years ended December 31, 2025 and 2024,

there were no revenues recognized relating to performance obligations satisfied or partially satisfied in prior periods.

● Operating Expense For Social Media and Streaming Platform

Operating expense for social media

and streaming platform related to the social media application primarily consists of expenses related to talent and influencers for brand

The live-event portion of cost of revenues relate to license fees, event rights fees, revenue sharing costs, production

costs, and influencer costs, among others.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

● Sales and Marketing Expense

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of advertising, promotions, seminars, and other programs.

In accordance with ASC Topic 720-35, Advertising Costs , advertising costs

are expensed as incurred.

In accordance with ASC Topic 720-35, Advertising Costs , advertising

costs are expensed as incurred.

● Comprehensive Loss

ASC Topic 220, Comprehensive Income , establishes standards for

reporting and display of comprehensive income, its components and accumulated balances.

Comprehensive (loss) income as defined includes

all changes in equity during a period from non-owner sources.

Accumulated other comprehensive (loss) income, as presented in the accompanying

consolidated statements of changes in stockholders’ (deficit) equity, consists of changes in unrealized gains and losses on foreign

currency translation.

ASC Topic 220, Comprehensive Income , establishes

standards for reporting and display of comprehensive income, its components and accumulated balances.

Comprehensive (loss) income as

defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive (loss) income, as presented

in the accompanying consolidated statements of changes in stockholders’ deficit, consists of changes in unrealized gains and losses

on foreign currency translation.

This comprehensive (loss) income is not included in the computation of income tax expense or benefit.

● Employee Benefits

time employees of the Hong Kong subsidiaries participate in a defined contribution Mandatory Provident Fund retirement benefit scheme

under the Hong Kong Mandatory Provident Fund Schemes Ordinance.

Full time employees of the Hong Kong subsidiaries

participate in a defined contribution Mandatory Provident Fund retirement benefit scheme under the Hong Kong Mandatory Provident Fund

Schemes Ordinance.

● Income Taxes

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the Company did not have any interest and penalties associated with tax positions.

As of December 31, 2024 and 2023, the Company did not

have any significant unrecognized uncertain tax positions.

As of December 31, 2025 and 2024, the Company did

not have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local and foreign

8 unchanged sentences

at fair value on the grant date.

The fair value of restricted stock with either solely a service requirement or with the combination of

service and performance requirements is based on the closing fair market value of the common stock on the date of grant.

The fair value of restricted stock with either solely a service requirement or with the combination

of service and performance requirements is based on the closing fair market value of the common stock on the date of grant.

compensation expense is recognized over the requisite service period for time-vesting awards and, for awards with a performance condition,

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only to a service condition, the expense is recognized on a straight-line basis over the service period for the entire award.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

● Net Loss Per Share

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securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later.

Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded

from the calculation of diluted loss per share.

Under ASU 2016-02, Leases (Topic 842) (“Topic

842”), leases are categorized as operating or financing lease at inception.

Lease assets represent the right to use an underlying

asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

Lease terms include

options to renew or terminate the lease when it is reasonably certain that the Company will exercise such options.

The Company has recognized

right of use (“ROU”) assets and corresponding lease liabilities on the Company’s consolidated balance sheets for its

operating lease agreements with contractual terms greater than 12 months.

Lease liabilities are based on the present value of remaining

lease payments over the lease term.

As the discount rate implied in the Company’s leases is not readily determinable, the present

value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized

basis with similar terms.

Some of the Company’s lease agreements contain

lease and non-lease components.

Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are

excluded from the calculation of diluted loss per share.

Under ASU 2016-02, Leases (Topic 842)

(“Topic 842”), leases are categorized as operating or financing lease at inception.

Lease assets represent the right to use

an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

Lease terms include options to renew or terminate the lease when it is reasonably certain that the Company will exercise such options.

The Company has recognized right of use (“ROU”) assets and corresponding lease liabilities on the Company’s consolidated

balance sheets for its operating lease agreements with contractual terms greater than 12 months.

Lease liabilities are based on the present

value of remaining lease payments over the lease term.

As the discount rate implied in the Company’s leases is not readily determinable,

the present value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest

rate on a collateralized basis with similar terms.

Some of the Company’s lease agreements

contain lease and non-lease components.

Non-lease components primarily include payments for maintenance and utilities.

The Company has elected

the practical expedient to combine fixed payments for non-lease components with lease payments and account for them together as a single

lease component which increases the amount of ROU assets and lease liabilities.

The Company has

elected the practical expedient to combine fixed payments for non-lease components with lease payments and account for them together

as a single lease component which increases the amount of ROU assets and lease liabilities.

Leases with a term of twelve months or less upon

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pursuing its own separate interests.

The consolidated financial statements shall

include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other

similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated in the preparation of

consolidated financial statements is not required in those statements.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The financial statements shall include disclosures

of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary

course of business.

However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is

not required in those statements.

The disclosures shall include:

a) the nature of the

relationship(s) involved;

b) a description of the transactions, including transactions to which no amounts or nominal amounts were

ascribed, for each of the periods for which statements of operations are presented, and such other information deemed necessary to

an understanding of the effects of the transactions on the financial statements;

c) the dollar amounts of transactions for each of

the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms

from that used in the preceding period;

and d) amount due from or to related parties as of the date of each balance sheet presented

and, if not otherwise apparent, the terms and manner of settlement.

a) the nature of the relationship(s) involved;

b) a description of the

transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements

of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the

financial statements;

c) the dollar amounts of transactions for each of the periods for which statements of operations are presented

and the effects of any change in the method of establishing the terms from that used in the preceding period;

and d) amount due from

or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

● Commitments and Contingencies

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in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such

contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal

proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the

perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected

to be sought therein.

If the assessment of a contingency indicates that

it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would

be accrued in the Company’s financial statements.

If the assessment indicates that a potentially material loss contingency is not

probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate

of the range of possible losses, if determinable and material, would be disclosed.

The Company assesses

such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related

to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates

the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or

expected to be sought therein.

If the assessment of a contingency indicates

that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability

would be accrued in the Company’s financial statements.

If the assessment indicates that a potentially material loss contingency

is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and

an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally

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Management does not believe, based upon

information available at this time that these matters will have a material adverse effect on the Company’s financial position, results

of operations or cash flows.

information available at this time that these matters will have a material adverse effect on the Company’s financial position,

results of operations or cash flows.

However, there is no assurance that such matters will not materially and adversely affect the Company’s

1 unchanged sentence

● Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value

Measurements and Disclosures (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured

at fair value.

ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value

The Company follows the guidance of the ASC Topic

820-10, Fair Value Measurements and Disclosures (“ASC Topic 820-10”), with respect to financial assets and liabilities

that are measured at fair value.

ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring

fair value as follows:

Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

Inputs are based upon quoted prices for similar instruments in active markets, quoted

prices for identical or similar instruments in markets that are not active, and model-based

valuation techniques (e.g.

Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments

in markets that are not active, and model-based valuation techniques (e.g.

Black-Scholes Option-Pricing model) for which all significant

inputs are observable in the market or can be corroborated by observable market data for

substantially the full term of the assets or liabilities.

Where applicable, these models

project future cash flows and discount the future amounts to a present value using market-based

observable inputs;

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments:

and cash equivalents, restricted cash, accounts receivable, loans receivable, deposits, prepayments and other receivables, accounts payable

and accrued liabilities, escrow liabilities, borrowings, and amounts due to stockholder approximate at their fair values because

of the short-term nature of these financial instruments.

inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets

or liabilities.

Where applicable, these models project future cash flows and discount the future amounts to a present value using

market-based observable inputs;

Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants

would use in pricing the asset or liability.

The fair values are therefore determined using model-based techniques, including option

pricing models and discounted cash flow models.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The carrying value of the Company’s financial

cash and cash equivalents, restricted cash, accounts receivable, loans receivable, deposits, prepayments and other receivables,

accounts payable and accrued liabilities, escrow liabilities, borrowings, and amounts due to stockholder approximate at their fair values

because of the short-term nature of these financial instruments.

Management believes, based on the current market

1 unchanged sentence

accounts for loans receivable at cost, subject to expected credit losses assessment.

The Company measures warrant liabilities, certain convertible debts

for which the fair value option has been elected at fair value on a recurring basis.

The Company measures warrant liabilities, certain

convertible debts for which the fair value option has been elected at fair value on a recurring basis.

The following table presents information about

1 unchanged sentence

2024 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

active markets

Significant other

December 31, Quoted prices in

active markets Significant other

inputs Significant other

Description 2025 (Level 1) (Level 2) (Level 3)

Marketable equity securities $ 1 $ 1 $ —

Long-term investments (a) 19,753 —

Long-term investments, related party $ 524 $ —

Warrant liabilities $ —

Convertible debts for which the fair

value option has been elected (a)

active markets

Significant other

Convertible debts for which the fair value option has been elected (b) $ 59,722 $ —

December 31, Quoted prices in

active markets Significant other

inputs Significant other

Description 2024 (Level 1) (Level 2) (Level 3)

Marketable equity securities $ 1 $ 1 $ —

Warrant liabilities $ 977 $ —

Convertible debts for which the fair value option has been elected

Total $ 54,083 $ —

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

For the year ended December 31, 2025, the company measured certain

long-term investments, warrant liabilities, and convertible debts at fair value.

These instruments are classified within Level 3 of the

fair value hierarchy due to the use of significant unobservable inputs.

The following table presents changes in Level

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Balance as of December 31, 2024

Additions from new issuance during the year

Addition from acquisition of subsidiaries

Fair value measurement adjustments

Balance as of December 31, 2025

(a) Certain of the Company’s convertible debts are accounted for

under the fair value option election in ASC 825.

Under the fair value option election, the financial instrument is initially measured

at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period

The estimated fair value adjustment is presented within other income (expense) in the consolidated statements of operations and

comprehensive loss.

The Company classifies its convertible debts that are being valued under the fair value option election as Level 3

due to the lack of relevant observable market data over fair value inputs, such as the probability weighting of the various scenarios

that can impact settlement of the arrangement.

(a) For the year ended December 31, 2025, the Company recorded an impairment loss of approximately $ 7.1 million in long-term investments, which are measured at fair value.

The fair value was estimated using the market approach, based on valuation multiples derived from comparable companies, adjusted for size and risk.

The significant unobservable inputs used in the valuation include market multiples ranging from 0.83 to 10.70 and a discount for lack

of marketability of 12.95 %.

of the Company’s senior convertible notes and convertible promissory notes are accounted for under the fair value option election

Under the fair value option election, the financial instrument is initially measured at its issue-date estimated fair value

and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date.

The estimated fair value adjustment

is presented within other income (expense) in the consolidated statements of operations and comprehensive loss.

The fair value was estimated

using a binomial option pricing model, which incorporates probability-weighted outcomes and considers the contractual terms of the instruments,

including conversion features and settlement scenarios.

The estimated fair value of the convertible debts as of December 31,

2025 was computed using the models and assumptions shown below.

A net gain from fair value movements of approximately $ 4.4 million for

the year ended December 31, 2024 is included in consolidated statements of operations and comprehensive loss.

The significant inputs in the valuation models as of December

31, 2024, are as follows:

A net loss from fair value movements of approximately $ 6.6 million for

the year ended December 31, 2025 is included in the consolidated statements of operations and comprehensive loss.

The significant unobservable inputs in the

valuation models as of December 31, 2025, are as follows:

Valuation method

Binomial Tree Model

Binomial Option Pricing Model

Conversion price

Fair value of conversion units

Expected term (years)

Expected volatility

Discount rate

Risk free rate

These inputs involve significant judgment and

are subject to estimation uncertainty.

Changes in significant assumptions, particularly discount rates, volatility, and comparable company

multiples, could have a material impact on the estimated fair values.

The company performed sensitivity analyses on key assumptions, which

indicated that reasonable changes in these inputs could result in materially different fair value measurements.

● Recently Issued Accounting Pronouncements

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are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In November 2023, the FASB amended guidance in

ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

guidance requires that a public entity disclose significant segment expenses regularly reviewed by the chief operating decisionmaker (CODM),

including public entities with a single reportable segment.

The amended guidance is effective for fiscal years beginning in January 2024

and interim periods beginning January 2025 on a retrospective basis.

Effective January 1, 2024, the Company retroactively adopted ASU

2023-07 which resulted in additional disclosures for significant segment expenses reviewed by the Company’s CODM (refer to Note

Recently issued accounting standards not yet

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The ASU requires the annual financial statements to include consistent

categories and greater disaggregation of information in the rate reconciliation, and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for the Company’s annual reporting periods beginning in January 2025.

Adoption is either with a prospective

method or a fully retrospective method of transition.

Early adoption is permitted.

The Company is currently evaluating the impact on its

consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01, Compensation

– Stock Compensation (Topic 718):

Scope Application of Profits Interest and Similar Awards , which adds an illustrative example

aimed at clarifying the scope application of a profit interest award in accordance with Topic 718.

The update will be effective for annual

periods beginning after December 15, 2024, and interim periods within those annual periods.

The new standard is not expected to have an

impact on the Company’s financial position or results of operations.

In March 2024, the FASB issued ASU 2024-02, “Codification

Improvements — Amendments to Remove References to the Concepts Statements”.

This update contains amendments to the Codification

that remove references to various FASB Concepts Statements.

These changes remove references to various Concepts Statements and the amendments

apply to all reporting entities within the scope of the affected accounting guidance.

The amendments in this Update are effective for

public business entities for fiscal years beginning after December 15, 2024.

Early application of the amendments in this Update is permitted

for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance).

believes the future adoption of this ASU is not expected to have a material impact on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03,

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determine its impact on the Company’s disclosures.

In January 2025, the FASB issued ASU 2025-01 Income

Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40).

The FASB issued ASU 2024-03

on November 4, 2024.

ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning

after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Following the issuance of ASU 2024-03, the FASB

was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred

to as non-calendar year-end entities).

Because of how the effective date guidance was written, a non-calendar year-end entity may have

concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather

than in an annual reporting period.

The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business

entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and

interim reporting periods within annual reporting periods beginning after December 15, 2027.

In January 2025, the FASB issued ASU 2025-01

Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40).

The FASB issued

ASU 2024-03 on November 4, 2024.

ASU 2024-03 states that the amendments are effective for public business entities for annual reporting

periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Following the issuance of

ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends

on December 31 (referred to as non-calendar year-end entities).

Because of how the effective date guidance was written, a non-calendar

year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim

reporting period, rather than in an annual reporting period.

The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear

that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after

December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Management is currently

evaluating this ASU to determine its impact on the Company’s disclosures.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

In July 2025, the FASB issued 2025-05 to improve

the measurement of credit losses for accounts receivable and contract assets.

The guidance provides a practical expedient for all entities

to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the assets.

The update aims

to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.

Management is currently evaluating the impact that the adoption

of this update may have on its financial statements

In September 2025, the FASB issued ASU No.

Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use

This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use

The amendments address the capitalization of implementation costs by utilizing a principles-based approach and consolidates

website development guidance under Subtopic 350-40.

The amendments can be applied prospectively, modified prospectively, or retrospectively

and are effective for annual and interim periods beginning after December 15, 2027.

Early adoption is permitted.

Management is currently

evaluating this ASU to determine its impact on the Company’s disclosures.

In September 2025, the FASB issued ASU No.

2025-07, Derivatives

and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification

for Share-Based Noncash Consideration from a Customer in a Revenue Contract .

This update introduces a scope exception to derivative

accounting for certain contracts with underlyings tied to operations or activities specific to one of the parties.

Additionally, the

update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic 606 until the right

to receive or retain the consideration becomes unconditional.

The amendments can be applied prospectively or modified retrospectively

and are effective for annual and interim periods beginning after December 15, 2026.

The Company expects to early adopt the provisions

related to Topic 815 on a prospective basis and does not expect a significant impact to the Company’s consolidated financial statements.

The provisions related to Topic 606 are not applicable.

In December 2025, the FASB issued ASU No.

Interim Reporting (Topic 270):

Narrow-Scope Improvements .

This update clarifies the applicability, form and content, and interim

disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance.

The amendments are effective for

interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after December

15, 2028, for entities other than public business entities.

Early adoption is permitted.

Management is currently evaluating this ASU

to determine its impact on the Company’s disclosures.

In July 2025, the FASB issued 2025-05 to improve the measurement of

credit losses for accounts receivable and contract assets.

The guidance provides a practical expedient for all entities to assume that

current conditions as of the balance sheet date remain unchanged for the remaining life of the assets.

The update aims to reduce the cost

and complexity of estimating credit losses while maintaining decision-useful information for financial statement users.

In December 2025, the FASB issued ASU 2025-12,

“ Codification Improvements ,” which updates the FASB Accounting Standards Codification to clarify, correct errors,

and improve the overall usability of GAAP.

The improvements consist of narrow-scope amendments, technical corrections, clarification

of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements.

ASU 2025-12 is

effective for fiscal years beginning after December 15, 2025.

Management is currently evaluating the impact that the adoption of this

update may have on its financial statements

for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the

consolidated balance sheets, statements of operations and comprehensive loss and cash

effective for annual and interim periods beginning after December 15, 2026.

Early adoption is permitted.

Management is currently evaluating

this ASU to determine its impact on the Company’s disclosures.

Except for the above-mentioned pronouncements,

there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of

operations and cash flows.

LIQUIDITY AND GOING CONCERN

The accompanying consolidated financial statements were prepared assuming

the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities

in the normal course of business.

They do not include any adjustments that might be necessary should the Company be unable to continue

as a going concern.

The accompanying consolidated financial statements

were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets,

and liquidation of liabilities in the normal course of business.

They do not include any adjustments that might be necessary should the

Company be unable to continue as a going concern.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

For the year ended December 31, 2025, the Company reported net loss

1 unchanged sentence

As of December 31, 2025,

the Company had a working capital deficit of approximately $ 271.6 million and a stockholders’ deficit of approximately $ 246.0 million.

The Company has determined that the prevailing

conditions and ongoing liquidity risks encountered by the Company raise substantial doubt about the ability to continue as a going concern

for at least one year following the date these consolidated financial statements are issued.

The ability to continue as a going concern

is dependent on the Company’s ability to successfully implement its current operating plan and fund-raising plan.

The Company believes

that it will be able to grow its revenue base and control expenditures.

In parallel, the Company will monitor its capital structure and

operating plans and search for potential funding alternatives in order to finance the development activities and operating expenses.

Company is continuing its plan to further grow and expand operations and seek sources of capital to pay the contractual obligations as

they come due.

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, which may result in additional defense and settlement costs.

Unfavorable outcomes could further strain the Company’s

As of the date of issuance of these 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 2027 $ 200 million

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.

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

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

These conditions and the uncertainty regarding the Company’s

ability to successfully implement its plans raise substantial doubt about the Company’s ability to continue as a going concern.

BUSINESS COMBINATION

As discussed in Note 1, the Company consummated

the Merger Transaction pursuant to the Merger Agreement on October 15, 2024, whereby the Company acquired all the equity interest of Triller

In connection with the Merger Transaction, the

following transactions occurred on the Acquisition Date:

(a) All of the outstanding shares of Triller Corp.

Series A Common Stock and Triller Series B Common Stock

were converted into an aggregate of 83,468,631 shares of Triller Group common stock, par value $ 0.001 per share.

(b) All of the outstanding shares of Triller Corp.

Series A-1 Preferred Stock were (i) converted into an aggregate 11,801,804 shares of Triller Group preferred stock, par value $ 0.001 per share which is issued on October 15, 2024;

and (ii) 11,807,332 shares of common stock to be issued subsequently in March 2025.

were cancelled and

replaced by the issuance of warrants to purchase 14,811,260 shares of the Triller Group common stock (the “Replacement Warrants”).

(d) All of the existing Triller Corp.

restricted stock units (“Triller

RSUs”) were converted into 17,004,025 Triller Group restricted stock units (“Triller Group RSUs”), and the reserve

for an aggregate of 17,604,025 shares of Triller Group Common Stock (the “Contingent Shares”), for future issuance upon the

vesting of the Triller Group RSUs.

(e) The Company issued 24,206,246 shares of Triller Group Common Stock (the “Reserved

Shares”) that were deposited into an escrow account in the name of Triller Group, acting as escrow agent, to be used to settle any

matters solely in connection with claims that relate to the affairs of Triller Corp.

prior to the Closing Date (including, without limitation,

any current and/or future litigation matters, Triller Corp.’s debt, accrued interest, accounts payable, investments in Triller Corp.’s

subsidiaries).

The shares will be allotted to the Triller Corp.’s stockholders six years from October 15, 2024.

The acquisition was accounted for using the acquisition

method of accounting in accordance with ASC 805, Business Combinations (“ASC 805”).

The Company, formerly AGBA,

was determined to be the accounting acquirer.

In identifying the accounting acquirer, management considered the structure of the transaction

and other actions contemplated by the Merger Agreement, relative outstanding share ownership and market values, the composition of the

combined company’s board of directors, the relative size of AGBA and Triller Corp, and the designation of certain senior management

positions of the combined company.

In accordance with ASC 805, the Company recorded the acquisition based

on the fair value of the consideration transferred and then allocated the purchase price to the identifiable assets acquired and liabilities

assumed based on their respective fair values as of the Acquisition Date.

The excess of the value of consideration transferred over the

aggregate fair value of those net assets was recorded as goodwill.

Any identified definite lived intangible assets will be amortized over

their estimated useful lives and any identified intangible assets with indefinite useful lives and goodwill will not be amortized but

will be tested for impairment at least annually or more frequently when certain indicators are present.

Determining the fair value of

assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation

methodologies, estimates of future revenues and cash flows, discount rates, and selection of comparable companies.

Management’s purchase price allocation is preliminary

and subject to change pending finalization of consideration and intangible asset fair value valuation, tax attributes and tax related

In accordance with ASC 805, if the Company identifies changes to acquired deferred tax asset (“DTA”) valuation

allowances or liabilities related to uncertain tax positions during the measurement period, and they are related to new information obtained

about facts and circumstances that existed as of the acquisition date, those changes are considered a measurement-period adjustment,

and the Company will record the offset to goodwill.

The Company records all other changes to DTA valuation allowances and liabilities

related to uncertain tax positions in current period income tax expense.

The Company incurred approximately $ 2.7 million in acquisition-related

costs associated with the acquisition.

These costs and expenses primarily include fees associated with financial, legal, and accounting

These costs were recorded in operating expenses on the consolidated statements of operations and comprehensive loss.

The purchase consideration and estimated fair

value assessment of the assets acquired and liabilities assumed is as follows:

Consideration:

Triller Group common stock issued, at a fair value of $ 5.60 per share

Triller Group common stock issued held in escrow account, at a fair value of $ 5.60 per share

Triller Group Series A-1 preferred stock, at a fair value of $ 5.60 per share

Triller Group Replacement warrants at fair value (a)

Total consideration

Fair value of assets acquired:

Cash and cash equivalents

Accounts receivable, net

Other current assets

Intangible assets

Amounts attributable to assets acquired

Fair value of liabilities assumed:

Accounts payable, accrued expenses and other current liabilities

Earn-out liability

Related party advances

Convertible debts

Amounts attributable to liabilities assumed

Net assets acquired, liabilities assumed

$ ( 220,045 )

(a) Valuation analysis relied upon the usage of market data and

the Black-Scholes Model in order to determine the fair value of the Replacement Warrants.

Market data, including risk-free rates, stock

price, and volatility was obtained from the S&P Global Market Intelligence database.

Replacement Warrants that were out-of-the-money

were valued utilizing the Black-Scholes Model and the full contractual term to expiration of the relevant Replacement Warrants.

Warrants that were significantly in-the-money were valued using intrinsic value.

The following table summarizes the components

of the acquired intangible assets and estimated useful lives:

Assets Estimated Useful Life

Trademarks and trade names $ 240 5 years

Customer relationships – business enterprises 436 2 years

Customer relationships – consumer subscriptions 235 2 years

Total intangible assets acquired $ 911

The intangible assets are amortized on a straight-line

basis, which approximates the pattern in which the economic benefits are consumed, over their estimated useful lives.

The primary reason for the Merger was for Triller Corp to become a

publicly traded entity and for AGBA to diversify revenue through Triller Corp’s short form social video app, AI driven content creation,

SaaS offerings and TrillerTV streaming services.

Goodwill resulting from the acquisition was primarily attributable to acquired workforce,

an increase in development capabilities, increased offerings to clients, and enhanced opportunities for growth and innovation.

intangible assets and goodwill resulting from the Merger Transaction are not amortizable for tax purposes.

For the year ended December 31, 2024, the Company

provided full impairment on goodwill and intangible assets in the consolidated statements of operations and comprehensive loss as the

Company suffered continuous losses resulting from lower revenues and increased costs.

Unaudited Pro Forma Information

The following table provides unaudited pro forma

information as if Triller Corp had merged with the Company as of January 1, 2023.

The unaudited pro forma information reflects adjustments

for additional amortization resulting from the fair value adjustments to the assets acquired and liabilities assumed, adjustments for

alignment of accounting policies, and transaction expenses as if the Merger occurred on January 1, 2023.

The pro forma results do not

include any anticipated cost synergies or other effects of the integrated merged companies.

Accordingly, pro forma amounts are not necessarily

indicative of the results that would have occurred had the Merger Transaction been completed on the dates indicated, nor is it indicative

of the future operating results of the combined company.

For the years ended

Pro forma revenue

Pro forma net loss

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 these 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.

SEGMENT INFORMATION

By assessing the qualitative and quantitative

criteria established by ASC Topic 280, “Segment Reporting” , management has determined that the Company has four reportable

segments, which include the Company’s social media, sports streaming, sports content, and financial services segments.

The Company’s

reportable segments reflect how the Company’s operations are managed, how the Company’s Chief Executive Officer , who is the

Chief Operating Decision Maker (“CODM”), allocates resources and evaluates performance, and how the Company’s internal

financial reporting is structured.

For the year ended December 31, 2024, the Companies

By assessing the qualitative and quantitative criteria established

by ASC Topic 280, “Segment Reporting” , management has determined that the Company has four reportable segments, which

include the Company’s social media, sports streaming, and financial services segments.

The Company’s reportable segments reflect

how the Company’s operations are managed, how the Company’s Chief Executive Officer , who is the Chief Operating Decision Maker

(“CODM”), allocates resources and evaluates performance, and how the Company’s internal financial reporting is structured.

For the year ended December 31, 2025, the Company’s

reportable segments comprised of the following:

The Social media segment consists of the Company’s operations

related to its social media platform and related services for content creation and distribution

The Social Media segment consists of the Company’s

operations related to its social media platform and related services for content creation and distribution.

Sports streaming

The online streaming segment consists of the Company’s operations

related to its online streaming service.

The online streaming segment consists of the Company’s

operations related to its online streaming services.

Financial services

The Financial services segment consists of revenues and costs incurred

from the sale of investment products, offer asset management services and money lending services.

The Financial Services segment consists of revenues

and costs incurred from the sale of investment products, offer asset management services and money lending services.

The Company's reportable segments are strategic

business units that offer different products and services.

They are managed separately because each business unit requires different technology

and marketing strategies.

They are managed separately because each business unit requires different

technology and marketing strategies.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The following tables present the summary information

by segment for the years ended December 31, 2025 and 2024:

The segment expenses

regularly reviewed by the CODM are presented in the “ Operating expenses”

section of the table below.

O ther segment items for each reportable segment

include “ Other income (expense), net ” disclosed in the table

For the year ended December 31, 2025

Sports streaming

Financial services

Loans interest income

Recurring asset management service fees

Total revenue

Operating expenses

Commission expense

Sales and marketing expenses

Research and development expenses

Personnel and benefit expenses

Legal and professional fee

Office and operating fee, related party

Reversal of allowance for expected credit losses

Other general and administrative expenses

Total operating expenses

Other income (expense), net

Interest income

Interest expense

Foreign exchange (loss) gain, net

Impairment on right-of-use assets

Bad debts written off

Investment loss, net

Change in fair value of convertible debts

Change in fair value of warrant liabilities

Change in fair value of asset held for sale

Total other expenses, net

Income tax expense

$ ( 118,863 )

$ ( 174,542 )

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

For the year ended December 31, 2024

Loans interest income

Recurring asset management service fees

Advertising revenue

27 unchanged sentences

Sundry income

Total other expense, net

Total other expenses, net

( 1,024,856 )

2 unchanged sentences

$ ( 1,138,036 )

The following tables present a summary of the

Company’s revenues from external customers by geographic regions, for each reportable segment for the years ended December 31, 2025

For the year ended December 31, 2025

Financial services

Asset management service fees

Loans interest income

Revenue by geographic regions:

United States

Total revenue

Operating expenses

Commission expense

Sales and marketing expenses

Research and development expenses

Personnel and benefit expenses

General and administrative

Total operating expenses

Other income (expense), net

Interest income

Interest expense

Total other income (expense), net

Income tax expense

Net income (loss)

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

For the year ended December 31, 2024

Revenue by geographic regions:

United States

Total revenue

The following tables present a summary of the

1 unchanged sentence

As of December 31, 2025

Sports streaming

Financial services

Long-term investments, net

Other assets, net

As of December 31, 2024

Financial services

Long-term investments, net

The Company had capital expenditures of approximately $ 0.2 million

and nil under the social media segment and other reportable segments for the year ended December 31, 2024, respectively.

The Company had no capital expenditures by reportable

segment for the year ended December 31, 2023.

The Company’s major customers and operations

are based in Hong Kong and the United States.

The social media and sports streaming segments were acquired during

No such segments during 2023.

Other assets, net

RESTRICTED CASH

17 unchanged sentences

The accounts receivable due from related parties

represented the management service rendered to the portfolio assets of related companies, which are controlled by stockholder,

represented the management service rendered to the portfolio assets of related companies, which are controlled by the holding company,

for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values

1 unchanged sentence

The amount is unsecured, interest-free and with a credit term mutually agreed.

The following table presents the activity in the

allowance for expected credit losses:

The following table presents the activity in

the allowance for expected credit losses:

As of December 31,

3 unchanged sentences

Balance at end of year

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The Company generally conducts its business with

4 unchanged sentences

Accounts receivable are written off

after exhaustive collection efforts occur and the receivable is deemed uncollectible.

In addition, receivable balances are monitored on

an ongoing basis and its exposure to bad debts is not significant.

For the years ended December 31, 2024 and 2023, the Company has assessed

the probable loss and made a provision for allowance for expected credit losses of approximately $ 0.9 million and $ 0.2 million on accounts

receivable, respectively.

by $ 1.76 million after exhaustive collection efforts occur and the receivable is deemed uncollectible.

In addition, receivable balances

are monitored on an ongoing basis and its exposure to bad debts is not significant.

For the years ended December 31, 2025 and 2024,

the Company has assessed the probable loss and made a provision for allowance for expected credit losses of $0.0 and $ 0.9 million on

accounts receivable, respectively.

For the years ended December 31, 2025 and 2024, the Company has written

off accounts receivable of $ 1.5 million and $0 , respectively against the allowance for expected credit losses as they were determined

to be uncollectible.

— LOANS AND NOTES RECEIVABLE, NET

(a) Loans Receivables, net

Loans Receivables, net

The Company’s loans receivable, net was

8 unchanged sentences

The interest rates on loans issued ranged between 10.00 % and 10.50 %

9.00 % to 10.50 %) per annum for the year ended December 31, 2024.

Mortgage loans are secured by collateral in the pledge of the

underlying residential properties owned by the borrowers.

As of December 31, 2024, the net carrying amount of the loans receivable was

approximately $ 1.1 million which included an interest receivable of approximately $ 0.06 million.

10.00 % to 10.50 %) per annum for the years ended December 31, 2025 and 2024.

Mortgage loans are secured by collateral in the pledge

of the underlying residential properties owned by the borrowers.

During the year ended December 31, 2025, the Company recovered its loan

receivables through the sale of collateralized assets, resulting in a loss of debt recovery of $ 0.15 million, as the disposal proceeds

were lower than the outstanding loan receivable.

Mortgage loans are made to either business or

15 unchanged sentences

For the years ended December 31, 2025 and 2024,

the Company has assessed the probable loss and made an allowance for expected credit losses of approximately $ 36,000 and $ 1,000 on loans

receivable, respectively.

(b) Notes Receivables, net

the Company has assessed the probable loss and made a provision for allowance for expected credit losses of $ 0 and $ 0.04 million, respectively.

For the years ended December 31, 2025 and 2024,

the Company has written off $ 0.04 million and $ 0 loans receivables, respectively due to uncollectible as assessed by the management.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Notes Receivables, net

On February 24, 2023, the Company entered into

4 unchanged sentences

A to an independent third party on April 30, 2024 for a consideration of approximately $ 0.4 million.

As of December 31, 2023, the net carrying amount of the notes receivable

was approximately $ 0.6 million, which including an interest receivable of approximately $ 0.03 million.

The following table presents the activity in the

allowance for expected credit losses:

As of December 31,

Balance at beginning of year

Foreign translation adjustment

Balance at end of year

In accordance with ASC Topic 326, the Company accounts for its allowance

for expected credit losses on notes receivable using the CECL model.

Periodic changes to the allowance for expected credit losses are

recognized in the consolidated statements of operations and comprehensive loss.

For the year ended December 31, 2024 and 2023, the Company

has evaluated the probable losses on the notes receivable and made an allowance for expected credit losses of approximately $ 0.16 million

and $ 0.07 million, respectively.

DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES, NET

Deposits, prepayments

and other receivables, net consisted of the following:

As of December 31,

Other receivables

allowance for expected credit losses

Deposit, prepayments and other receivable, net

The following table presents the activity

in the allowance for expected credit losses:

— PROPERTY AND EQUIPMENT, NET

equipment, net consisted of the following:

As of December 31,

Balance at beginning of year

Additions from acquisition of subsidiaries

Foreign translation adjustment

Balance at end of year

For the years ended December 31, 2024 and

2023, the Company has assessed the probable loss and made a provision for allowance for expected credit losses of approximately $ 1.4

million and $ 0.8 million on deposits and other receivables, respectively.

Furniture, fixtures and equipment

Computer equipment

accumulated depreciation and impairment

Property and equipment, net

— LONG-TERM INVESTMENTS, NET

6 unchanged sentences

Investment E, related party

Investment F (a)

Investment G (b)

Investment H (c)

Net carrying value

* Less than 0.001%

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Investments in Marketable Equity Securities

1 unchanged sentence

securities, are accounted for at its current market value with the changes in fair value recognized in net gain (loss).

Investment C was

listed and publicly traded on Nasdaq Stock Exchange.

was listed and publicly traded on Nasdaq Stock Exchange.

Investments in Non-Marketable Equity Securities

1 unchanged sentence

consist of investments in limited liability companies in which the Company’s interests are deemed minor and long-term, strategic

investments in companies that are in various stages of development.

These investments do not have readily determinable fair values and,

therefore, are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions

for the identical or similar investment of the same issuer.

Management assesses each of these investments

on an individual basis, subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s

financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions

subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage.

is not required to determine the fair value of these investments unless impairment indicators existed.

When an impairment exists, the

investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense), net.

Fair value is estimated using the best information available, which may include cash flow projections or other available market data.

(a) On February 5, 2024, the Company entered into a purchase and sale agreement

with an independent third party to sell all of its equity interest in Investment F for a purchase price of approximately $ 2.15 million

and the transaction was completed on February 19, 2024.

(b) In connection with the Merger Transaction, the Company held a 56.93 %

equity interest in Bare Knuckle Fighting Championships, Inc.

(“BKFC”) as of December 31, 2024.

BKFC is a licensed combat sports

platform that stages live and streaming bareknuckle fighting events featuring established professionals in boxing, mixed martial arts,

kickboxing and Muay Thai.

Notwithstanding the Company’s majority equity ownership, the Company determined that it did not have a

controlling financial interest and significant influence in BKFC, as it lacked the power to direct the activities that most significantly

impact BKFC’s economic performance.

Based on an evaluation of BKFC’s governance structure, contractual arrangements, and actual

operating practices, strategic, operational, and financing decisions are all directed by BKFC’s founder, and BKFC operates independently

of the Company.

Accordingly, the Company accounted for its investment in BKFC as a non-marketable equity security measured at cost less

impairment in accordance with ASC 321, Investments — Equity Securities .

In September 2024, the Company subscribed 285,353

Class C Units of Investment H, a Nevada limited liability private company, representing a 3.79 % equity interest of Investment H as of

transfer date, for a non-cash consideration of approximately $ 18.5 million.

The consideration was payable by the issuance of 3.56 million

shares of ordinary shares of AGBA at the current market value of 5.18 per share.

Accordingly, the Company accounted for its investment

in Investment H as a non-marketable equity security measured at cost less impairment in accordance with ASC 321, Investments —

Equity Securities .

(see Note 19(a)(vi))

Subsequently, the Company agreed to transfer all its

equity interest in Investment H to a consulting firm for partial settlement of consultancy services (see Note 26(vii)).

The following table presents the movement of non-marketable

equity securities as of December 31, 2024 and 2023:

investments in companies that are in various stages of development, and investments in a close-ended partnership funds which concentrated

in the healthcare sector.

These investments do not have readily determinable fair values and, therefore, are reported at cost, minus

impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar

investment of the same issuer.

Management assesses each of these investments on an individual basis,

subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s financial condition,

the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition

of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage.

The Company is not required to determine

the fair value of these investments unless impairment indicators existed.

When an impairment exists, the investment will be written down

to its fair value by recording the corresponding charge as a component of other income (expense), net.

Fair value is determined by an

independent valuer using the market-based approach, utilizing observable inputs, including relevant market data and comparable market

transactions.

The following table presents the movement of

non-marketable equity securities as of December 31, 2025 and 2024:

As of December 31,

8 unchanged sentences

Upward adjustments

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Investment loss, net is recorded as other expense

4 unchanged sentences

Non-marketable equity securities:

Unrealized losses (including impairment) – Investment F

Unrealized losses (including impairment) – Investment B

Unrealized losses (including impairment) – Investment D

Unrealized losses (including impairment) – Investment H

Dividend income

Investment loss, net

the year ended December 31, 2024, the Company recognized investment loss of approximately $ 16.0 million, primarily related to Investment

The fair value of Investment H was determined based on recent financing rounds of the investee.

The Company evaluated differences

in rights and preferences of the securities transacted compared to those held by Company, as well as the timing, volume, and nature of

the transactions.

Based on this evaluation, the Company concluded that the financing rounds provided observable evidence of fair value

under current market conditions.

The following table presents the change in the carrying amount of Goodwill:

Sports streaming

Balance at beginning of year:

Accumulated impairment losses

Change in carrying amounts during the year

Impairment losses

( 1,000,002 )

( 1,005,778 )

Balance at end of year:

Accumulated impairment losses

( 1,000,002 )

( 1,005,778 )

The Company consummated the Merger Transaction pursuant to the Merger

Agreement on October 15, 2024, whereby the Company acquired all the equity interest of Triller Corp.

(see Note 4).

This Merger Transaction

gave rise to the Company recognizing approximately $ 1,005.8 million in goodwill as the difference between the consideration of approximately

$ 785.7 million and the net liabilities of approximately $ 220.1 million of Triller Corp.

as of the acquisition date.

Goodwill is assigned

to each of the two reporting units — social media and sports streaming.

The carrying value of the reporting unit is determined by

assigning the assets and liabilities, including the existing goodwill, to the reporting unit.

As of December 31, 2024, the Company performed

a qualitative and quantitative annual assessment for goodwill impairment.

Based on its qualitative analysis, which considered the reporting

unit results, projections and industry specific considerations, the Company performed a further revision of the estimates of the fair

value of both reporting units.

The Company estimates fair value using a discounted cash flow model, which calculates the present value

of future expected cash flows of its reporting units with a market-based discount rate.

As part of this analysis, the Company also considered

the potential impacts of the sensitivity of estimates and assumptions.

The material assumptions used for the goodwill annual impairment

test were forecasted revenue growth rates, forecasted cash flows from operations, weighted average cost of capital rate and long-term

growth rate that reflect the risk inherent in the future cash flows.

The Company considered historical rates and current market conditions

when determining the discount and growth rates to use in its analyses.

The Company applies assumptions that marketplace participants would

consider in determining the fair value of its reporting unit.

As a result of the impairment assessment, the Company concluded it

is uncertain whether it will generate economic benefit in the foreseeable future and that the fair value of each reporting unit is below

its carrying value, primarily caused by adverse macroeconomic conditions affecting the Company.

The Company recorded impairment loss on

goodwill of approximately $ 1,005.8 million for the fiscal year ended December 31, 2024.

12 — INTANGIBLE ASSETS, NET

Intangible assets,

net consisted of the following:

relationships

subscriptions

Accumulated amortization

Accumulated impairment losses

Intangible assets, net

The software was purchased from a system vendor

in Hong Kong and amortized on a straight-line basis over its estimated useful lives.

The Company also acquired other intangible assets

in the Merger Transaction (see Note 4).

These intangible assets are recognized at their estimated fair values as of the acquisition date:

(i) Trademarks and trade names:

Fair value was determined using the relief-from-royalty method by applying

a royalty rate to forecasted revenue under the trade name.

Significant assumptions included forecasted revenues, royalty rates derived

from comparable licensing arrangements and discount rates reflecting the risk of the cash flows.

(ii) Customer relationships – business enterprises:

Fair value was

determined using incremental profit method, which measured present values of the cash flows with the existing customers in place over

the period of time.

Significant assumptions included projected revenues attributable to existing customers, retention rates, and discount

rates consistent with the risk profile of the assets.

(iii) Customer relationships – consumer subscriptions:

Fair value was determined using cost approach.

This method estimates the fair value based on the expected cost to recreate the existing subscriber base and relies on assumptions regarding

the average acquisition cost per-subscriber.

Amortization expense for the year ended December

31, 2024 was approximately $ 0.17 million on a straight-line basis over the estimated useful lives of the assets.

As of December 31, 2024, the Company considered there is uncertainty

on future profit generation and performed impairment assessment on intangible assets and other non-current assets.

Fair value is determined

primarily using a discounted cash flow model that uses the estimated cash flows associated with the asset groups under review, discounted

at a rate commensurate with the risk involved (see Note 11).

The Company concluded the carrying amount derived from the anticipated undiscounted

cash flows from the asset groups is less than its carrying amount, primarily caused by adverse macroeconomic conditions affecting the Company.

During the year ended December 31, 2024, the Company recorded impairment loss on intangible assets of approximately $ 1.2 million in the

other expense, net in the consolidated statements of operations and comprehensive loss.

— PROPERTY AND EQUIPMENT, NET

equipment, net consisted of the following:

As of December 31,

Furniture, fixtures and equipment

Computer equipment

Motor vehicles

accumulated depreciation and impairment

Property and equipment, net

Depreciation expense for the years ended December 31, 2024 and 2023

was approximately $ 0.1 million and $ 0.3 million, respectively.

During the year ended December 31, 2024, the Company recorded a full impairment

charge of approximately $ 0.1 million on property and equipment due to uncertainty of future revenue generation in Hong Kong.

On October 31, 2024, the Company entered into

a preliminary sales and purchase agreement with an independent third party to sell an office premise with a cash consideration of approximately

$ 1.6 million.

The transaction completed in February 2025.

As of December 31, 2024, the carrying value of the office premises was approximately

$ 2.0 million and recorded as assets held for sale in the consolidated balance sheet.

NOTE 14 — ACCOUNTS PAYABLE AND OTHER

CURRENT LIABILITIES

Accounts payable and other current liabilities consisted of the followings:

* Less than $1,000

— ACCOUNTS PAYABLE AND OTHER CURRENT LIABILITIES

Accounts payable

and other current liabilities consisted of the followings:

As of December 31,

5 unchanged sentences

Loan interest payable

Loan interest payable – related party

Loan interest payable – related parties

Accrued payroll

8 unchanged sentences

(a) Mortgage Borrowings

In February 2023, the Company obtained a mortgage loan of approximately

$ 1.8 million (equivalent to HK$ 14.0 million) from a finance company in Hong Kong, which bears an average interest rate at 13.75 % per annum

and becomes repayable in February 2024.

The loan was pledged by a fixed charge on an office premise owned by the Company.

As of December

31, 2024, the carrying value of the loan is approximately $ 0.9 million.

On October 31, 2024, the Company entered into a preliminary sales

and purchase agreement with an independent third party to sell the office premises with a cash consideration of approximately $ 1.6 million.

The transaction is completed in February 2025.

In July 2024, the Company partially settled approximately $ 0.8 million,

including approximately $ 0.02 million interest expense (equivalent to principal and interest of approximately HK$ 6.0 million and HK$ 0.15

million, respectively).

The remaining principal and accrued interest are settled in February and June 2025.

In February 2023, the Company obtained a mortgage

loan of approximately $ 1.8 million (equivalent to HK$ 14.0 million) from a finance company in Hong Kong, which bears an average interest

rate at 13.75 % per annum and becomes repayable in February 2024.

The loan was pledged by a fixed charge on an office premise owned by

On October 31, 2024, the Company entered into

a preliminary sales and purchase agreement with an independent third party to sell the office premises with a cash consideration of approximately

$ 1.6 million.

The transaction is completed in February and June 2025.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

In July 2024, the Company partially settled approximately

$ 0.8 million, including approximately $ 0.02 million interest expense (equivalent to principal and interest of approximately HK$ 6.0 million

and HK$ 0.15 million, respectively).

The remaining principal and accrued interest are settled in January and June 2025.

As of December 31, 2025 and 2024, the carrying

value of the loan is $ 0.0 and $ 0.9 million, respectively.

(b) Short-term Loans

5 unchanged sentences

The Company incurred approximately $ 10.1 million

in interest expense and made aggregate payments of approximately $ 4.1 million toward the various short-term loans during the year ended

December 31, 2024.

As of December 31, 2024, the aggregate outstanding principal and accrued interest was approximately $ 14.5 million.

On November 27, 2024, the Company also obtained a short-term loan of

approximately $ 0.6 million from an independent third party in Hong Kong with a fixed interest rate of 6 % per annum, repayable on December

The loan is unsecured and the fixed interest rate will increase to 15 % per annum if there is any default on repayment.

As of the date of issuance of these consolidated financial statements,

the Company has not repaid the amount due and considered default of settlement.

and $ 2.0 million in interest expense on the various short-term loans during the years ended December 31, 2025 and 2024, respectively.

On November 27, 2024, the Company also obtained

a short-term loan of approximately $ 0.6 million from an independent third party in Hong Kong with a fixed interest rate of 6 % per annum,

repayable on December 31, 2024.

The loan is unsecured and the fixed interest rate will increase to 15 % per annum if there is any default

on repayment.

As of December 31, 2025 and 2024, the aggregate

outstanding principal and accrued interest was approximately $ 11.5 million and $ 11.6 million, respectively.

As of the date of issuance of these consolidated

financial statements, the Company has not repaid the amount due and considered default of settlement.

In September 2023, the Company obtained short-term loans of approximately

$ 5.0 million from Giant Wisdom Ventures Limited, a company controlled by its controlling stockholder, which bears interest at a fixed

rate of 12 % per annum, repayable in October 2023.

The borrowing is secured by a lien on the partial equity interest in Investment D owned

by the Company.

In connection with the Merger Transaction,

the Company assumed the liabilities of Triller Corp, which includes the borrowing entered with DeSilva 2000 Living Trust, a company

controlled by the director of its subsidiaries, for a principal of approximately $ 0.2 million with a fixed interest rate of 1.85 %

In October 2024, the Company entered a loan

facility agreement with TAG Holdings Limited, its stockholder and immediate holding company, for borrowings up to

$ 30.0 million.

The loan is unsecured, repayable on demand and bears interest at a fixed rate of 6 % per annum.

As of December 31,

2024, the outstanding loan balance was approximately $ 18.4 million.

In September 2023, the Company obtained short-term

loans of approximately $ 5.0 million from Giant Wisdom Ventures Limited, a company controlled by major stockholder of the Company, which

bears interest at a fixed rate of 12 % per annum, repayable in October 2023.

The borrowing is secured by a lien on the partial equity

interest in Investment D owned by the Company.

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, which includes the borrowing entered with De Silva 2000 Living Trust for a principal

of approximately $ 0.2 million with a fixed interest rate of 1.85 % per annum.

In October 2024, the Company entered into a loan

facility agreement with one of its stockholders, TAG Holding Limited for borrowings up to $ 30.0 million.

The loan is unsecured, repayable

on demand and bears interest at a fixed rate of 6 % per annum.

On October 16, 2024, Triller Corp.

entered a short-term loan agreement

with Giant Wisdom Ventures Limited, a company controlled by its controlling stockholder, for a principal of approximately $ 5.0 million with

a fixed interest rate of 18 % per annum.

The loan is guaranteed by Triller Group and is collateralized by 5,000,000 shares of BKFC common

Both principal and accrued interest are due on January 16, 2025.

In the event of a default, the interest rate increases to

21 % per annum.

As of December 31, 2024, the aggregate outstanding principal and accrued interest was approximately $ 5.2 million.

In November and December 2024, the Company obtained aggregate short-term

loans of approximately $ 0.5 million from the Company’s Chief Operating Officer with a fixed interest rate of 6 % per annum, repayable

on December 31, 2024.

The loans are unsecured and the fixed interest rate will increase to 15 % per annum if there is any default on repayment.

a short-term loan agreement with Giant Wisdom Ventures Limited for a principal of approximately $ 5.0 million with a fixed interest rate

of 18 % per annum.

The loan is guaranteed by Triller Group and is collateralized by 5,000,000 shares of BKFC common stock.

Both principal

and accrued interest are due on January 16, 2025.

In the event of a default, the interest rate increases to 21 % per annum.

December 31, 2025 and 2024, the aggregate outstanding principal and accrued interest was approximately $ 5.2 million.

During the years ended December 31, 2025 and 2024, the Company obtained

aggregate short-term loans of approximately $ 1.1 million from its Chief Operating Officer (“COO”), bearing interest at 6 %

per annum, unsecured, and repayable within twelve months.

The interest rate increases to 15 % per annum upon default.

The holder has the

option to settle the loan either through cash repayment or by receiving a fixed number of shares of the Company’s common stock.

During the year ended December 31, 2025, the Company issued aggregate 798,000 shares of common stock to the COO for the repayment of these

loans (see Note 15(a)(ii)).

As of December 31, 2025 and 2024, the outstanding loan balances were approximately $ 0.06 million and $ 0.5

million, respectively.

On March 21, 2025, the Company entered into short-term

loan agreements with Giant Wisdom Ventures Limited for aggregate principal of $ 15.5 million with a fixed interest rate of 8 % per annum

and repayable in June and July 2025.

The loans are guaranteed by Triller Hold Co LLC and secured by a pledge of 1,400,000 shares of common

stock of BKFC owned by the Company.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

As of December 31, 2025 and 2024, the aggregate

outstanding loan balance was approximately $ 49.0 million and $ 29.2 million, respectively.

(d) Factoring loan

In connection with the Merger Transaction, the Company assumed the

liabilities of Triller Corp.’s subsidiary, Flipps Media Inc.

(“Flipps”), which included certain sale of future receipts

agreements (the “Agreements”) entered with certain third-party financing companies in October 2024.

Pursuant to the Agreements,

Flipps sold its future receipts of approximately $ 0.6 million for a principal amount of approximately $ 0.4 million.

Flipps recorded a

debt discount of approximately $ 0.03 million for the loan origination fees.

The debt discount was amortized over the term of the loans

with a range of four to twelve-month periods.

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp.’s subsidiary, Flipps Media Inc.

(“Flipps”), which included certain

sale of future receipts agreements (the “Agreements”) entered with certain third-party financing companies in October 2024.

Pursuant to the Agreements, Flipps sold its future receipts of approximately $ 0.6 million for a principal amount of approximately $ 0.4

Flipps recorded a debt discount of approximately $ 0.03 million for the loan origination fees.

The debt discount was amortized

over the term of the loans with a range of four to twelve-month periods.

The agreed weekly payment was approximately $ 0.03 million.

As of December 31, 2024, the

outstanding principal balance, net of debt discount, was approximately $ 0.2 million.

NOTE 16 — CONVERTIBLE DEBTS, NET

In connection with the Merger Transaction,

the Company assumed the liabilities of Triller Corp, which includes convertible notes issued to Total Formation Inc.

(“TFI”), stockholder of the Company and company controlled by its controlling stockholder, with a total principal balance of approximately $ 35.3 million and fair value of

approximately $ 46.3 million (the “TFI Note”) as of the Acquisition Date.

The TFI Note bears 15 % annual interest and

payable on demand by TFI at any time on or after August 1, 2024.

The Company may prepay any amount owed under the note in whole or

in part at any time without penalty or premium, plus unpaid accrued interest as of the date of such repayment.

In the event that the

Company fails to pay any amount due under this note when due or if the Company commences any case, proceeding, or other action

relating to bankruptcy, insolvency, or reorganization, these events will constitute an event of default.

An event of default will

result in TFI having the option, by written notice to the Company, to declare the entire principal amount, together with all accrued

but unpaid interest, payable immediately.

If any amount payable under this TFI Note is not paid when due, such overdue amount shall

bear interest at the default rate of 16 % from the date of such non-payment until such amount is paid in full.

As of December 31, 2024, the TFI Note was reported at a fair value

of approximately $ 46.3 million and is included in convertible debts under current liabilities in the consolidated balance sheets.

the period from the Acquisition date through December 31, 2024, the Company recognized a gain of approximately $ 5.8 million on the change

in fair value of convertible debts in the accompanying consolidated statements of operations and comprehensive loss.

As of the date of

issuance of these consolidated financial statements, the Company has not repaid the amount due and considered default of settlement.

(ii) Exchangeable Note

On October 16, 2024, the Company issued an exchangeable note of approximately

$ 5.4 million to Giant Wisdom Ventures Limited which bears interest at a fixed rate of 15 % per annum and mature on January 16, 2025.

note is secured by a pledge of 5,000,000 shares of common stock of BKFC owned by the Company.

As of December 31, 2024, the fair value

of the note is approximately $ 6.8 million.

As of the date of issuance of these consolidated financial statements, the Company has not

repaid the amount due and considered default of settlement.

(iii) Convertible Promissory Note - Yorkville

On April 25, 2024, the Company entered into an amended and restated

standby equity purchase agreement (the “First A&R SEPA”) with YA II PN, LTD (“Yorkville”), a Cayman Islands

exempt limited partnership, and Triller Corp.

In connection with the A&R SEPA, Yorkville agreed to an advance

to the Triller Corp in the form of convertible promissory notes in a principal amount up to approximately $ 8.51 million (the “First

Pre-Paid Advance”).

The First Pre-Paid Advance amounted to 94.0 % of the principal amount to be drawn down.

Interest shall accrue

on the outstanding balance at an annual rate of 5 %, subject to an increase to 18 % upon an event of default as described in the agreement.

As of December 31, 2025 and 2024, the outstanding

principal balance, net of debt discount, was approximately $ 0.001 million and $ 0.2 million, respectively.

NOTE 12 — CONVERTIBLE DEBTS

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, which includes convertible notes issued to Total Formation Inc.

stockholder of the Company, with a total principal balance of approximately $ 35.3 million and fair value of approximately $ 46.3 million

(the “TFI Note”) as of the Acquisition Date.

The TFI Note bears 15 % annual interest and payable on demand by TFI at any time

on or after August 1, 2024.

The Company may prepay any amount owed under the note in whole or in part at any time without penalty or

premium, plus unpaid accrued interest as of the date of such repayment.

In the event that the Company fails to pay any amount due under

this note when due or if the Company commences any case, proceeding, or other action relating to bankruptcy, insolvency, or reorganization,

these events will constitute an event of default.

An event of default will result in TFI having the option, by written notice to the

Company, to declare the entire principal amount, together with all accrued but unpaid interest, payable immediately.

If any amount payable

under this TFI Note is not paid when due, such overdue amount shall bear interest at the default rate of 16 % from the date of such non-payment until

such amount is paid in full.

As of December 31, 2025 and 2024, the TFI Note was reported at a fair

value of approximately $ 52.7 million and $ 46.3 million, respectively, which is included in convertible debts under current liabilities

in the consolidated balance sheets.

For the year ended December 31, 2025, there was $ 6.4 million change in fair value of convertible

debts in the consolidated statements of operations and comprehensive loss.

As of the date of issuance of these consolidated

financial statements, the Company has not repaid the amount due and considered default of settlement.

Exchangeable Note

On October 16, 2024, the Company issued an exchangeable

note of approximately $ 5.4 million to Giant Wisdom Ventures Limited which bears interest at a fixed rate of 15 % per annum and mature

on January 16, 2025.

The note is secured by a pledge of 5,000,000 shares of common stock of BKFC owned by the Company.

As of December 31, 2025 and 2024, the fair value

of the note is approximately $ 7.0 million and $ 6.8 million, respectively.

As of the date of issuance of these consolidated financial

statements, the Company has not repaid the amount due and considered default of settlement.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Convertible Promissory

Note - Yorkville

On April 25, 2024, the Company entered into an

amended and restated standby equity purchase agreement (the “First A&R SEPA”) with YA II PN, LTD, a Cayman Islands exempt

limited partnership (“Yorkville”), and Triller Corp.

In connection with the A&R SEPA, Yorkville

agreed to an advance to the Triller Corp in the form of convertible promissory notes in a principal amount up to approximately $ 8.51

million (the “First Pre-Paid Advance”).

The First Pre-Paid Advance amounted to 94.0 % of the principal amount to be drawn

Interest shall accrue on the outstanding balance at an annual rate of 5 %, subject to an increase to 18 % upon an event of default

as described in the agreement.

The maturity date is 12 months after its issuance date.

On June 28, 2024, the Company, Triller Corp and Yorkville entered into

the Second A&R SEPA to modify the First A&R SEPA dated April 25, 2024.

Pursuant to the Second A&R SEPA, Yorkville provides

to the Company financing in the principal amount of $ 25 million (the “Second Pre-Paid Advance”) in the form of an additional

convertible promissory note, subject to the same terms in interest charge and maturity under the First Pre-Paid Advance.

The Second Pre-Paid

Advance is amounted to 94.0 % of the principal amount to be drawn down.

Pursuant to the Amended and Restated Pledge Agreement dated June

28, 2024 (the “Triller Pledge Agreement”), 3,000,000 shares of common stocks of BKFC held by Triller Corp.

were pledged as

Yorkville may convert the First Pre-Paid Advance and Second Pre-Paid

Advance into the common shares at any time after the Merger at a fixed conversion price equal to (i) the principal amount and interests,

divided by (ii) the determination of the lower of (a) 100 % of the volume weighted average price (“VWAP”) during the ten trading

days preceding the closing date of the Merger (the “Fixed Price”), or (b) 92.5 % of the lowest daily VWAP during the 10 consecutive

trading days immediately preceding the conversion date or other date of determination (the “Variable Price”), provided that

the Variable Price shall not be lower than the Floor Price.

The “Floor Price”, solely with respect to the Variable Price,

shall be equal to (i) a price equal to 40 % of the average of the VWAPs during the ten ( 10 ) trading days immediately preceding the closing

date of the Merger, and (ii) from and after the date of effectiveness of the initial registration statement, 40 % of the VWAP of the trading

day immediately prior to the date of effectiveness of the initial registration statement, if such price is lower than the price in part

(i) of this sentence.

On July 2, 2024, the Company received approximately $ 23.35 million,

net of approximately $ 0.15 million legal and professional fee as direct issuance costs incurred in arranging the Second A&R SEPA,

from Yorkville.

As of December 31, 2024, the Company issued convertible promissory notes in an aggregate of approximately $ 33.51 million

to Yorkville.

On June 20, 2025, Yorkville effected a foreclosure under the Triller

Pledge Agreement.

Consequently, the Company transferred 3,000,000 shares of common stock of BKFC, previously pledged by Triller Corp.

as collateral, to Yorkville in June 2025.

(see Note 26(xi))

On June 28, 2024, the Company, Triller Corp and

Yorkville entered into the Second A&R SEPA to modify the First A&R SEPA dated April 25, 2024.

Pursuant to the Second A&R

SEPA, Yorkville provides to the Company financing in the principal amount of $ 25 million (the “Second Pre-Paid Advance”)

in the form of an additional convertible promissory note, subject to the same terms in interest charge and maturity under the First Pre-Paid

The Second Pre-Paid Advance amounted to 94.0 % of the principal amount to be drawn down.

Yorkville may convert the First Pre-Paid Advance

and Second Pre-Paid Advance into the common shares at any time after the Merger at a fixed conversion price equal to (i) the principal

amount and interests, divided by (ii) the determination of the lower of (a) 100 % of the volume weighted average price (“VWAP”)

during the ten trading days preceding the closing date of the Merger (the “Fixed Price”), or (b) 92.5 % of the lowest daily

VWAP during the 10 consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable

Price”), provided that the Variable Price shall not be lower than the Floor Price.

The “Floor Price”, solely with respect

to the Variable Price, shall be equal to (i) a price equal to 40 % of the average of the VWAPs during the ten ( 10 ) trading days immediately

preceding the closing date of the Merger, and (ii) from and after the date of effectiveness of the initial registration statement, 40 %

of the VWAP of the trading day immediately prior to the date of effectiveness of the initial registration statement, if such price is

lower than the price in part (i) of this sentence.

On July 2, 2024, the Company received approximately

$ 23.35 million, net of approximately $ 0.15 million legal and professional fee as direct issuance costs incurred in arranging the Second

A&R SEPA, from Yorkville.

On June 20, 2025, Yorkville effected a foreclosure

under the Triller Pledge Agreement.

This action was undertaken by Yorkville following its allegations of various events of default by

the Company under the terms of the Yorkville Convertible Promissory Note, dated June 28, 2024, and other related transaction documents,

including the Second A&R SEPA.

Yorkville had previously sought to accelerate payment of all amounts due under the Yorkville Convertible

Promissory Note.

Although the Company has not received a formal notice of foreclosure from Yorkville, the Company became aware through

a transfer agent statement that 3,000,000 shares of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral, were

transferred to Yorkville on June 20, 2025.

These 3,000,000 shares represented a 17.66 % ownership interest in BKFC as specifically pledged

to Yorkville as of June 20, 2025.

As a direct result of this transfer, the Company’s beneficial ownership in BKFC became 38.13 %,

based on BKFC’s total outstanding common shares.

Following this change in ownership, the majority stockholders of BKFC approved

amendments to BKFC’s certificate of incorporation and its Stockholders Agreement, which included the removal of the Company’s

board designation rights.

These amendments became effective on July 1, 2025.

As of December 31, 2025 and 2024, the Company issued convertible promissory

notes in an aggregate of approximately $ 36.3 million and $ 32.6 million to Yorkville, respectively.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Common Warrants to Yorkville

Also, pursuant to the First A&R SEPA and Second A&R SEPA, the

Company issued a warrant (the “Common Warrant”) to Yorkville to purchase up to a number of shares of common stock of the Company

equal to 25 % of the principal amount of the aggregated pre-paid advances divided by a price equal to the Fixed Price, each such Common

Warrant with an exercise price equal to the Fixed Price.

On June 28, 2024, the Company issued 1,431,561 common warrants to Yorkville at

a fixed exercise price of $ 5.85 per share (see Note 17).

The Company analyzed the conversion feature of the agreement for derivative

accounting consideration under ASC 815 and determined that the embedded conversion features should be classified as a derivative because

the exercise price of these convertible notes are subject to a variable conversion rate.

The Company has determined that the conversion

feature is not considered to be solely indexed to the Company’s own shares and is therefore not afforded equity treatment.

The Company recorded amortization of debt discount and direct issuance

costs and accrued interest of convertible promissory notes payable in interest expense in the consolidated statements of operations and

comprehensive loss of approximately $ 2.2 million and $ 0.9 million for the year ended December 31, 2024, respectively.

Also, pursuant to the First A&R SEPA and

Second A&R SEPA, the Company issued a warrant (the “Common Warrant”) to Yorkville to purchase up to a number of shares

of common stock of the Company equal to 25 % of the principal amount of the aggregated pre-paid advances divided by a price equal to the

Fixed Price, each such Common Warrant with an exercise price equal to the Fixed Price.

On June 28, 2024, the Company issued 1,431,561

common warrants to Yorkville at a fixed exercise price of $ 5.85 per share (see Note 13).

The Company analyzed the conversion feature of

the agreement for derivative accounting consideration under ASC 815 and determined that the embedded conversion features should be classified

as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate.

The Company has determined

that the conversion feature is not considered to be solely indexed to the Company’s own shares and is therefore not afforded equity

The Company recorded amortization of debt discount

and direct issuance costs and accrued interest of convertible promissory notes payable in interest expense in the consolidated statements

of operations and comprehensive loss of approximately $ 2.06 million and $ 1.68 million for the year ended December 31, 2025, respectively.

The Company recorded amortization of debt discount

and direct issuance costs and accrued interest of convertible promissory notes payable in interest expense in the consolidated statements

of operations and comprehensive loss of approximately $ 2.2 million and $ 0.9 million for the year ended December 31, 2024, respectively.

On November 26, 2024, Yorkville initiated litigation

5 unchanged sentences

the amount due and considered default of settlement.

In connection with the Merger Transaction aforementioned in Note 4,

the exercise prices for, and the shares underlying, all previously outstanding public warrants (“AGBA Public Warrants”), Class

A warrants (“AGBA Class A Warrants”), and common warrants (“AGBA Common Warrants”) (collectively, “AGBA

Warrants”) issued by AGBA were adjusted in accordance with the terms of such warrant instruments to reflect the previously announced

and implemented 1.9365-to-1 Forward Split and 1-for-4 Reverse Split.

An equitable adjustment with a combined ratio of 0.5:1 applied to

the number of AGBA Ordinary Shares issuable on the exercise of each AGBA Warrants and the warrant price.

Upon the closing, all warrants

issued by AGBA and Triller Corp.

NOTE 13 — WARRANTS

In connection with the merger transaction completed

on October 15, 2024, the exercise prices for, and the shares underlying, all previously outstanding public warrants (“AGBA Public

Warrants”), Class A warrants (“AGBA Class A Warrants”), and common warrants (“AGBA Common Warrants”) (collectively,

“AGBA Warrants”) issued by AGBA were adjusted in accordance with the terms of such warrant instruments to reflect the previously

announced and implemented 1.9365-to-1 Forward Split and 1-for-4 Reverse Split .

An equitable adjustment with a combined ratio of 0.5:1

applied to the number of AGBA Ordinary Shares issuable on the exercise of each AGBA Warrants and the warrant price.

Upon the closing,

all warrants issued by AGBA and Triller Corp.

were assigned to and assumed by Triller Group (“Triller Group Warrants”).

Accordingly, as

of the close of business acquisition on October 15, 2024, each AGBA Public Warrant became one Triller Group Warrant which entitles the

holder thereof to purchase 0.25 shares of Triller Group Common Stock at an adjusted exercise price of $ 23.00 per whole share (provided,

however, warrants are not exercisable for fractional shares, only whole shares;

thereby a warrant holder would need to hold four warrants

to yield one share).

Each AGBA Class A Warrant and each AGBA Common Warrant became one Triller Group Warrant which entitles the holder

thereof to purchase 0.5 shares of Triller Group Common Stock at an adjusted exercise price of two times of the original exercise price

as of the close of business acquisition on October 15, 2024, each AGBA Public Warrant and each AGBA SPAC Private Warrant became one Triller

Group Warrant which entitles the holder thereof to purchase 0.25 shares of Triller Group Common Stock at an adjusted exercise price of

$ 23.00 per whole share (provided, however, warrants are not exercisable for fractional shares, only whole shares;

thereby a warrant holder would

need to hold two warrants to yield one share).

AGBA Public Warrants started trading on a post-adjustment basis as Triller Group Warrants

on October 16, 2024 under the new ticker symbol “ILLRW”.

All the warrants and their exercise prices are retroactively restated

in effect to the forward stock split and reverse stock split (see Note 19).

thereby a warrant holder

would need to hold four warrants to yield one share).

Each AGBA Class A Warrant and each AGBA Common Warrant became one Triller Group

Warrant which entitles the holder thereof to purchase 0.5 shares of Triller Group Common Stock at an adjusted exercise price of two times

of the original exercise price per whole share (provided, however, warrants are not exercisable for fractional shares, only whole shares;

thereby a warrant holder would need to hold two warrants to yield one share).

AGBA Public Warrants started trading on a post-adjustment

basis as Triller Group Warrants on October 16, 2024 under the new ticker symbol “ILLRW”.

All the warrants and their exercise

prices are retroactively restated in effect to the forward stock split and reverse stock split (see Note 15).

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The Company has issued different classes of warrants,

Equity Classified Warrants

(a) Public Warrants

Public Warrants

Each public warrant entitles the holder thereof

9 unchanged sentences

● upon a minimum of 30 days’ prior written notice of redemption,

● if, and only if, the last sales price of the common stock equals

or exceeds $ 16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send

the notice of redemption, and

● if, and only if, there is a current registration statement in

effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred

to above and continuing each day thereafter until the date of redemption.

If the Company calls the warrants for redemption as described above,

the management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless

basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of common stock

equal to the quotient obtained by dividing (x) the product of the number of common stock underlying the warrants, multiplied by the difference

between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading

day prior to the date on which the notice of redemption is sent to the holders of warrants.

Whether the Company will exercise its option

to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the

price of its common stock at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns

regarding dilutive share issuances.

● if, and only if, the last sales price of the common stock equals or exceeds $ 16.50 per share for any 20 trading days within a 30 trading day period ending three business days before the Company send the notice of redemption, and

if, and only if, there

is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption

and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the warrants for redemption

as described above, the management of the Company will have the option to require all holders that wish to exercise warrants to do so

on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that

number of common stock equal to the quotient obtained by dividing (x) the product of the number of common stock underlying the warrants,

multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y)

the fair market value.

The “fair market value” shall mean the average reported last sale price of the common stock for the

10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will

depend on a variety of factors including the price of its common stock at the time the warrants are called for redemption, the Company’s

cash needs at such time and concerns regarding dilutive share issuances.

The public warrants qualify for the derivative

scope exception under ASC 815 and are therefore presented as a component of stockholders’ (deficit) equity on the consolidated balance

sheets without subsequent fair value re-measurement.

scope exception under ASC 815 and are therefore presented as a component of stockholders’ (deficit) equity on the consolidated

balance sheets without subsequent fair value re-measurement.

As of December 31, 2025 and 2024, there were

public warrants of Triller Group Warrants outstanding.

(b) Replacement Warrants

On October 15, 2024, pursuant to the Merger Agreement, the Company

issued 14,811,260 Triller Group Replacement Warrants to replace Triller Corp.

Each replacement warrant entitles the holder thereof

to purchase one share of common stock at a price ranges from approximately $ 0.03 to $ 26.70 per full share, subject to adjustment as discussed

The replacement warrants may be exercised in full or in part during

the exercise period from the issue date to 2035.

The holders will have the option to exercise warrants on a “cashless exercise.”

In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares equal to the quotient

obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the difference between the exercise

price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

The “fair market value”

shall mean the volume average reported last sale price of the shares for the 10 trading days prior to the exercise date.

As of December 31, 2024 and 2023, there were 14,811,260 and nil replacement

warrants of Replacement Warrants outstanding, respectively.

Liability Classified Warrants

(a) Warrant - Class A

On May 2, 2024, the Company issued 3,557,932 shares

of common stock and the associated warrants to purchase up to 734,920 shares of common stock at a purchase price of $ 1.45 per share under

the private placement, to an institutional investor, a director, officers and employees of the Company.

The subscribers in private placement

will receive one Warrant – Class A for every five shares of common stock subscribed.

Each Warrant – Class A entitles the holder

to purchase 0.5 share of common stock at an exercise price of $ 2.00 per share and shall be exercised with more than $ 500 ,000 per tranche.

The warrants will be exercisable six months after the issuance date for a period of five years after the exercise date.

4,600,000 and 4,600,000 public warrants of Triller Group Warrants outstanding.

Replacement Warrants

On October 15, 2024, pursuant to the Merger Agreement,

the Company issued 14,811,260 Triller Group Replacement Warrants to replace Triller Corp.

Each replacement warrant entitles

the holder thereof to purchase one share of common stock at a price range from approximately $ 0.03 to $ 26.70 per full share, subject

to adjustment as discussed herein.

The replacement warrants may be exercised in

full or in part during the exercise period from the issue date to 2028.

The holders will have the option to exercise warrants on a “cashless

exercise.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares

equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the difference

between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value.

“fair market value” shall mean the volume average reported last sale price of the shares for the 10 trading days prior to

the exercise date.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

As of December 31, 2025 and 2024, there were

1,469,840 and nil Warrants - Class A of Triller Group Warrants outstanding, respectively, with aggregate value of approximately $ 1.0

million and nil , respectively.

(b) Common Warrants

13,983,298 and 14,811,260 replacement warrants of Replacement Warrants outstanding, respectively.

Liability Classified Warrants

Warrant - Class A

On May 2, 2024, the Company issued 3,557,932

shares of common stock and the associated warrants to purchase up to 734,920 shares of common stock at a purchase price of $ 1.40 per

share under the private placement, to an institutional investor, a director, officers and employees of the Company.

The subscribers in

private placement will receive one Warrant – Class A for every five shares of common stock subscribed.

Each Warrant – Class

A entitles the holder to purchase 0.5 share of common stock at an exercise price of $ 2.00 per share and shall be exercised with more

than $ 500,000 per tranche.

The warrants will be exercisable six months after the issuance date for a period of five years after the exercise

As of December 31, 2025 and 2024, there were 1,469,840 and 1,469,840 Warrants

- Class A of Triller Group Warrants outstanding, respectively, with aggregate value of approximately $ 0 and $ 1.0 million, respectively.

Common Warrants

On June 28, 2024, the Company issued 1,431,561

common warrants to Yorkville, in connection with the Second A&R SEPA (see Note 16).

Each common warrant entitles the holder to purchase

1 share of common stock with an exercise price of $ 5.85 per share.

As of December 31, 2024 and 2023, there were 1,431,561 and nil common

warrants of Triller Group Warrants outstanding, respectively.

common warrants to Yorkville, in connection with the Second A&R SEPA (see Note 12(iii)).

Each common warrant entitles the holder

to purchase 1 share of common stock with an exercise price of $ 5.85 per share.

As of December 31, 2025 and 2024, there were

1,431,561 and 1,431,561 common warrants of Triller Group Warrants outstanding, respectively.

The Company has accounted for and presented Warrant

– Class A and Common Warrants as liabilities on the consolidated balance sheets, in accordance with ASC 480.

The fair value of the

warrant liabilities is valued by an independent valuer using a Binominal pricing model.

The warrant liabilities were classified as Level

3 due to the use of unobservable inputs.

The fair value of

the warrant liabilities is valued by an independent valuer using a Binominal pricing model.

The warrant liabilities were classified as

Level 3 due to the use of unobservable inputs.

The key inputs into the Binominal pricing model

2 unchanged sentences

Risk-free interest rate

3.59 – 3.62 %

54.68 – 55.09 %

Exercise price

1 unchanged sentence

NOTE 14 — OPERATING LEASES

The Company has entered into a commercial operating

lease with an independent third party for the use of an office in Hong Kong.

The lease has an original term exceeding 1 year, but not

more than 3 years with an option to renew a further term of 3 years.

For the year ended December 31, 2024, the Company entered into a commercial

operating lease with an independent third party for the use of an office in Hong Kong.

The lease has an original term exceeding 1 year,

but not more than 3 years with an option to renew a further term of 3 years.

For the year ended December 31, 2025, the Company entered into a new

commercial operating lease with an independent third party for the use of an office in Hong Kong.

The lease has a lease term of 4 years

with an option to renew a further term of 3 years.

The Company has evaluated the extension option and concluded that it

is not reasonably certain that the option will be exercised.

Accordingly, the extension period has not been included in the measurement

of the lease liabilities.

The assessment considered all relevant economic factors.

The operating leases are included in “Right-of-use asset, net”

2 unchanged sentences

obligation to make lease payments are included in “Operating lease liabilities” on the consolidated balance sheets.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Supplemental balance sheet information related

to the operating lease was as follows:

to the operating leases was as follows:

As of December 31,

Operating lease:

Right-of-use asset

accumulated amortization and impairment

Right-of-use asset, net

Right-of-use assets

accumulated amortization

accumulated impairment losses

Right-of-use assets, net

Lease liabilities:

2 unchanged sentences

Total lease liabilities

Operating lease expense for the years ended December 31, 2024 and 2023

was approximately $ 2.6 million and $ 1.5 million, respectively.

In December 2024, the Company assessed that due to change of operation

strategy in its financing service business, the Company believes that the right-of-use asset may not generate economic benefits in the

foreseeable future.

The Company considered it is reasonably certain not to exercise the renewal option and remeasured the right-of-use

assets and corresponding lease liabilities as of the effective date of modification.

The Company recorded a reduction in operating right-of-use

assets and lease liabilities of approximately $ 8 million for the year ended December 31, 2024.

Consequently, the Company recorded impairment

on right-of-use asset of approximately $ 1.7 million during the year ended December 31, 2024.

Other supplemental information about the Company’s operating

lease as of December 31, 2024 and 2023 are as follow:

Operating lease expense for the years ended December

31, 2025 and 2024 was approximately $ 2.4 million and $ 2.6 million, respectively.

The Company recognised an impairment loss of $ 2.8

million during the year ended December 31, 2025, as management determined that the assets had no recoverable amount based on its impairment

Other supplemental information about the Company’s

operating lease as of December 31, 2025 and 2024 are as follow:

As of December 31,

1 unchanged sentence

Weighted average remaining lease term (years) 3.39 1.42

Maturities of operating lease liabilities as of

December 31, 2024 were as follows:

For the year ending December 31,

Maturities of operating lease liabilities as

of December 31, 2025 were as follows:

For the year ended December 31,

Operating lease

2 unchanged sentences

Total operating lease liabilities

— STOCKHOLDERS’ (DEFICIT) EQUITY

(a) Common Stock

To date, the Company’s common stock is currently traded on the

Expert Market of Over-the-Counter Markets Group under the symbol “ILLR”, which was previously traded on the Nasdaq Capital

Market under the symbol “AGBA” or “ILLR”.

As of December 31, 2023, the Company has authorized

shares of 1,000,000,000 common stocks with a par value of $ 0.001 per share.

On September 19, 2024, the stockholders of the

Company approved the amendment to the Company’s Fifth Amended and Restated Memorandum and Articles of Association to increase the

number of authorized common stock of the Company from 1,000,000,000 shares to 1,500,000,000 shares.

— STOCKHOLDERS’ DEFICIT

The Company has 150,000,000,000 authorized shares

of common stock, with a par value of $ 0.001 per share.

On October 1, 2024, the Company effected a 1.9365-to-1

forward stock split (the “Forward Split”), resulting in an increase in the total number of authorized common stocks from

to 2,904,753,145 , an increase in the outstanding ordinary shares from 97,736,035 shares to 189,265,804 shares and a reduction of par value

from $ 0.001 to $ 0.000516395 per share.

1,500,000,000 to 2,904,753,145 , an increase in the outstanding ordinary shares from 97,736,035 shares to 189,265,804 shares and a reduction

of par value from $ 0.001 to $ 0.000516395 per share.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Further, on October 15, 2024, immediately prior

9 unchanged sentences

All share and warrant numbers and per share amounts

are retroactively presented in this Form 10-K to reflect the impact of the Forward Split and the Reverse Split as if they had taken effect

are retroactively presented in this Form 10-Q to reflect the impact of the Forward Split and the Reverse Split as if they had taken effect

on January 1, 2024.

On October 15, 2024, the Company changed its legal

jurisdiction from British Virgin Islands to the State of Delaware.

As of December 31, 2024 and to date, the Company has authorized share

capital of 150,000,000,000 common stocks with a par value of $ 0.001 per share.

As of December 31, 2023, the number of authorized common

stock has been retroactively adjusted to 484,125,000 to reflect the impact of Forward Split and Reverse Split.

As of December 31, 2024, the Company has 138,143,817

shares of common stock issued and outstanding with below movement:

(i) 167,586 shares of common stock to the directors and officers of the

Company under the Share Award Scheme (the “Scheme”), whose shares were vested in 2023.

(ii) 8,079,002 shares of common stock to a director, officers and employees

of the Company to compensate for the contributions of their services and performance.

(iii) 3,157,068 shares of common stock to certain consultants to compensate their services rendered which included 636,899 shares issued to a related company owned by the former Chairman of the Company for advisory services.

As of December 31, 2024, the unrecognized deferred equity compensation amounting to approximately $ 6.4 million was recorded and will be amortized over the remaining service period.

(iv) 484,125 shares of common stock to Apex Twinkle Limited to partially settle the finder fee payable.

(v) 3,557,932 shares of common stock and the associated warrants to purchase 734,920 shares of common stock at a purchase price of $ 1.45 per share under the private placement, to an institutional investor, a director, officers and employees of the Company, on May 2, 2024.

Among 3,557,932 shares of common stock, in December 2023, the Company received gross proceeds of approximately $ 1.9 million from an institutional investor in exchange of 1,279,688 shares of common stock and settled the accrued salaries of approximately $ 1.2 million with an aggregate of 859,564 shares of common stock to a director, officers and employees of the Company.

The remaining 1,418,680 shares of common stock were issued to a director of the Company.

(vi) 3,558,319 shares of common stock to stockholder of Investment H in

September 2024 with the aggregate fair value of approximately $ 18.5 million, at the market value of $ 2.51 per share in exchange of 285,353

of Class C units of Investment H, equal to 3.79 % of its equity interest as of transfer date.

(see Note 10(c))

(vii) 1,306,970 shares of common stock to the directors and officers for

the settlement of the accrued salaries and salaries incurred during the year.

(viii) 290,475 shares of common stock to the independent directors of the Company under the 2024 Equity Incentive Plan.

(ix) 480,426 shares of common stock to Yorkville as a commitment fee pursuant

(see Note 16(iii))

(x) 83,468,631 shares of common stock to the Triller Corp stockholders in connection with the Merger Transaction.

(xi) 183,815 shares of common stock for settlement of claims that related to the affairs of Triller Corp.

prior to the Closing date with common stock held in escrow.

(xii) 168,477 fractional shares of common stock resulting from rounding up to whole shares upon the effectiveness of Reverse Split.

There were 138,143,817 and 33,240,991 shares of

common stock issued and outstanding, as of December 31, 2024 and 2023, respectively.

To the date of the accompanying consolidated financial statements issued,

there were 197,266,991 shares of common stock issued and outstanding.

The subsequent issuance of substantial number of common stocks is

listed from (i) to (vii) in Note 26.

For the years ended December 31, 2024 and

2023, the Company recorded approximately $ 77.8 million and $11.2 million stock-based compensation expense, respectively which is

included in the personnel and benefit expense and legal and professional fee in the consolidated statements of operations and comprehensive loss.

(b) Preferred Stock

On October 15, 2024, the Company filed its articles

of incorporation with the Secretary of State of Delaware, to authorize shares of preferred stock and provide that shares of preferred

stock may be issued from time to time in one or more series.

The Company’s board of directors will be authorized to fix the voting

rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications,

limitations and restrictions thereof, applicable to the shares of each series.

As of December 31, 2024 and to date, the Company has authorized a total

of 100,000,000 shares of preferred stock with a par value of $ 0.001 per share.

Of this amount the Company has authorized 50,000,000 shares

and 50,000,000 shares to two classes of preferred stock, Series A-1 Preferred Stock and Series B Preferred Stock, respectively.

During the year ended December 31, 2025, the Company issued 35,593,140

shares of common stock as follows:

(i) 2,043,962 shares of common stock for settlement of claims that relate to the affairs of Triller Corp.

prior to the closing date of the merger transaction on October 15, 2024 with common stock held in escrow.

(ii) 798,000 shares of common stock to an officer of the Company for the repayment of short-term borrowings (see Note 11(c)).

(iii) 1,500,000 shares of common stock to the independent directors of the Company under the 2024 Equity Incentive Plan.

(iv) 1,248,745 shares of common stock to certain consultants to compensate their services rendered.

(v) 15,591,607 shares of common stock to a director, officers and employees of the Company to compensate for the contributions of their services and performance.

(vi) 560,360 shares of common stock to the directors and officers for the settlement of the accrued salaries and salaries during the year.

(vii) 30,000 shares of common stock to a Triller Corp.’s employee in connection with the Triller RSUs.

(viii) 11,807,332 shares of common stock to settle 11,801,804 shares of Series A-1 preferred stock to be issued in related to the merger transaction completed on October 15, 2024.

(ix) In March 2025, the Company entered into a Settlement and Release Agreement with 13080 Advisors LLC (“13080”) to dismiss the arbitration against the Company.

The Company agreed to issue a total of 9,682,500 shares of common stock in three installments and pay a consideration of $ 2.04 million on or before December 31, 2025.

As part of the payment, the Company transferred 285,353 units of Investment H in exchange for reducing 1,350,000 shares of common stock.

3,227,500 shares of common stock to 13080 as the first installment in April 2025.

(x) 827,962 shares of common stock to certain replacement warrant holders for exercising an aggregate of 827,962 replacement warrants in July and October 2025.

(xi) 489,439 shares of common stock, which had been issued in connection with the conversion of a convertible note of Triller Corp., were cancelled in July 2025 as the convertible note was fully repaid by cash in 2024.

(xii) 1,324 shares of common stock issued to former Triller Corp.’s shareholders were cancelled in December 2025.

There were 175,288,522 and 138,143,817 shares of common stock issued

and outstanding, as of December 31, 2025 and 2024, respectively.

To the date of the accompanying consolidated financial

statements issued, there were 197,466,991 shares of common stock issued and outstanding.

The subsequent issuance of common stocks is listed

For the years ended December 31, 2025 and 2024, the Company recorded

approximately $ 89.6 million and $ 77.8 million stock-based compensation expense, respectively which is included in the personnel and benefit

expense and legal and professional fee in the consolidated statements of operations and comprehensive loss.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Preferred Stock

The Company has authorized a total of 100,000,000

shares of preferred stock with a par value of $ 0.001 per share.

Of this amount the Company has authorized 50,000,000 shares and 50,000,000

shares to two classes of preferred stock, Series A-1 Preferred Stock and Series B Preferred Stock, respectively.

A description of each class of preferred stock

6 unchanged sentences

thereof, into such number of fully paid and non-assessable shares of common stock.

In connection with the Merger Transaction, 11,801,804 shares of Series

A-1 Preferred Stock are issued to the holders of Triller Corp.

preferred stock and 11,801,804 shares of Series A-1 Preferred Stock are

to be issued to dom Ventures Limited.

There were 11,801,804 and nil shares of Series

A-1 Preferred Stock issued and outstanding as of December 31, 2024 and 2023, respectively.

In connection with the Merger Transaction, the

Company issued 11,801,804 shares of Series A-1 Preferred Stock to the holders of Triller Corp preferred stock and 11,801,804 shares of

Series A-1 Preferred Stock to be issued to Giant Wisdom Ventures Limited.

There were 11,801,804 and 11,801,804 shares of

Series A-1 Preferred Stock issued and outstanding as of December 31, 2025 and 2024, respectively.

Series B Preferred Stock

3 unchanged sentences

for each share of Series B Preferred Stock held by such holder.

In connection with the Merger Transaction, the

Company issued an aggregate of 30,851 shares of super voting Series B preferred stock of the Company (the “Super Voting Shares”)

to Green Nature Limited (“GNL”), a company controlled by the controlling stockholder of the Company, with each Super Voting

Share entitled to 10,000 votes on all matters.

There were 30,851 and nil shares of Series B Preferred

Stock issued and outstanding as of December 31, 2024 and 2023, respectively.

Stock To Be Issued

11,801,804 shares of Series A-1 preferred stock to be issued in connection with the Merger Transaction which were subsequently

settled with 11,807,332 common stocks in March 2025 (see Note 4).

Stock To Be Issued

As of December 31 ,2024, the Company has committed

to issue common stocks as compensation for services:

There were 30,851 and 30,851 shares of Series

B Preferred Stock issued and outstanding as of December 31, 2025 and 2024, respectively.

Preferred Stock To Be Issued

During the year ended December 31, 2025, the

Company issued 11,807,332 shares of common stocks to settle 11,801,804 shares of Series A-1 preferred stock to be issued in connection

with the merger transaction.

As of December 31, 2025 and 2024, there was nil

and 11,801,804 shares of Series A-1 preferred stock to be issued.

Common Stock To Be Issued

The Company has committed to issue common stocks

as compensation for services:

(i) 9,682,500 common stocks to a consultant under a consulting agreement.

In April 2025, 3,227,500 shares of common stock issued to 13080 as the first installment (see Note 15(a)(ix)).

(ii) 5,340,211 common stocks to directors, officers and employees under equity incentive plans for their service and performance

There were 15,022,711 and 2,350,081 shares of common

stock to be issued, as of December 31, 2024 and 2023, respectively.

Stock Held In Escrow

There were 24,206,246

shares of common stock deposited into an escrow account in the name of the Company, acting as escrow agent, in connection with the Merger

Transaction (see Note 4).

During the year ended December 31, 2024, 183,815 shares of common stock

held in escrow are transferred out to settle claims that relate to the affairs of Triller Corp.

prior to the Closing date.

There were 24,022,431 and nil shares

of common stock held in escrow issued and outstanding as of December 31, 2024 and 2023, respectively.

(f) Forgiveness

of Amount Due to Stockholder

During the years ended December 31, 2024 and 2023, stockholder

of the Company agreed to forgive a debt of nil and approximately $ 12.6 million , in aggregate, respectively representing certain amounts

due to it and treat as additional paid-in capital.

(g) 2023 Share Award Scheme (the “Share Award Scheme”)

There were 11,795,211 and 15,022,711 shares of

common stock to be issued as of December 31, 2025 and 2024, respectively.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Common Stock Held In Escrow

There were 24,206,246 shares of common stock

deposited into an escrow account in the name of the Company, acting as escrow agent, in connection with the merger transaction completed

on October 15, 2024.

During the years ended December 31, 2025 and

2024, 2,043,962 and nil shares common stock held in escrow, respectively are transferred out to settle claims that relate to the affairs

of Triller Corp.

prior to the closing date of the merger transaction with common stock held in escrow.

There were 21,978,469 and 24,022,431 shares of

common stock held in escrow issued and outstanding as of December 31, 2025 and 2024, respectively.

2023 Share Award Scheme

(the “Scheme”)

Pursuant to the Share Award Scheme, the Company

1 unchanged sentence

The fair value of the common stock granted during

the period is measured based on the closing price of the Company’s common stocks as reported by Nasdaq Exchange on the date of grant.

the period is measured based on the closing price of the Company’s common stocks as reported by Nasdaq Exchange on the date of

For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the consolidated

statements of operations and comprehensive loss.

As of December 31, 2024, 14,556 shares of common

stock are available to issue under the Share Award Scheme.

Restricted Share Units (“RSUs”)

As of December 31, 2025 and 2024, 11,579 and 14,556 shares of common

stock are available to issue under the Share Award Scheme, respectively.

Restricted Share Units

In December 2022, the Company approved and granted

7 unchanged sentences

The Company has assumed 10 % forfeitures.

On January 22, 2024 and June 18, 2024, the Company

issued 161,775 and 5,811 shares of common stock, respectively, to the directors and officers of the Company under the Scheme, whose shares

were vested in 2023.

During the year ended December 31, 2024 and

As of December 31, 2025 and 2024, 292,422 and

388,683 shares of common stock are available to issue under the plans, respectively.

During the years ended December 31, 2025 and 2024,

the Company recorded approximately $ 0.5 million and $ 0.8 million stock-based compensation expense, respectively which is included in the

personnel and benefit expenses in the consolidated statements of operations and comprehensive loss.

As of December 31, 2025, total unrecognized compensation

remaining to be recognized in future periods for RSUs totaled approximately $0.2 million.

They are expected to be recognized over the

weighted average period ranging from 0.47 years.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

A summary of the activities for the Company’s

2022 RSUs as of December 31, 2025 and 2024 is as follows:

As of December 31,

Outstanding, beginning of year

Outstanding, end of year

In January 2025, the Company approved and granted 3,363,000 shares

of common stock as RSUs to employees as additional compensation under the Scheme.

These RSUs typically will be vested over two years period

from 2025 to 2027.

As of December 31, 2025 and 2024, 1,851,364 and

nil shares of common stock are available to issue under the plans, respectively.

During the years ended December 31, 2025 and 2024, the Company recorded

approximately $ 2.4 million and $ 0 stock-based compensation expense, respectively which is included in the personnel and benefit expenses

in the consolidated statements of operations and comprehensive loss.

As of December 31, 2025, total unrecognized compensation remaining

1 unchanged sentence

They are expected to be recognized over the weighted average

period of 0.89 years.

period ranging from 0.98 years.

A summary of the activities for the Company’s

RSUs as of December 31, 2024 and 2023 is as follow:

2025 RSUs as of December 31, 2025 is as follows:

As of December 31, 2025

2 unchanged sentences

Outstanding, end of year

(h) 2024 Equity Incentive Plan

Pursuant to the 2024 Equity Incentive Plan (the

“2024 Plan”), the Company filed S-8 registration statement to register 7,746,000 and 30,998,400 shares of common stock on

August 29, 2024 and November 27, 2024, respectively.

The fair value of the common stock granted during

the period is measured based on the closing price of the Company’s common stock as reported by Nasdaq Exchange on the date of grant.

For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the consolidated

statements of operations and comprehensive loss.

As of December 31, 2024, 24,508,411 shares of

common stock are available to issue under the 2024 Plan.

RSUs previously held by Triller Corp.

4 unchanged sentences

Triller RSUs typically will be vested over one to three years period from 2025 to 2027.

The fair value is recognized over the period based

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

The valuations assume no dividends will be paid.

During the year ended December 31, 2024 and 2023,

the Company recorded approximately $ 20.3 million and nil stock-based compensation expense, respectively which is included in the personnel

and benefit expenses in the consolidated statements of operations and comprehensive loss.

The fair value is recognized over the period

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

The valuations assume no dividends will be

During the year ended December 31, 2025 and 2024, the Company recorded

approximately $ 52.4 million and $ 20.3 million stock-based compensation expense, respectively which is included in the personnel and benefit

expenses in the consolidated statements of operations and comprehensive loss.

As of December 31, 2025, total unrecognized compensation

2 unchanged sentences

weighted average period of 0.79 years.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

A summary of the activities for the Triller RSUs

as of December 31, 2024 and 2023 is as follow:

as of December 31, 2025 and 2024 is as follows:

As of December 31,

Outstanding, beginning of year

( 6,348,968 )

Outstanding, end of year

2 unchanged sentences

of 16,266,600 shares were granted to the former chairman, directors and officers of the Company and vested upon closing of the Merger

Among these, 4,841,250 were vested monthly in equal instalments over next two years from the Closing Date.

Among these, 4,841,250 were vested monthly in equal instalments over next two years commencing from October 15, 2024.

The fair value is recognized over the period based

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stock to the directors and officers of the Company, whose shares were vested in 2024.

During the year ended December 31, 2024 and 2023,

the Company recorded approximately $ 40.8 million and nil stock-based compensation expense, respectively which is included in the personnel

and benefit expenses in the consolidated statements of operations and comprehensive loss.

As of December 31, 2024, total unrecognized compensation

remaining to be recognized in future periods for Incentive Scheme totaled approximately $ 11.3 million.

They are expected to be recognized

over the weighted average period of 0.96 years.

During the year ended December 31, 2025 and 2024, the Company recorded

approximately $ 9.5 million and $ 40.8 million stock-based compensation expense, respectively which is included in the personnel and benefit

expenses in the consolidated statements of operations and comprehensive loss.

As of December 31, 2025, total unrecognized compensation remaining

to be recognized in future periods for Incentive Scheme totaled approximately $ 1.7 million.

They are expected to be recognized over the

weighted average period of 0.83 year.

A summary of the activities for the Incentive

3 unchanged sentences

( 2,420,625 )

( 11,828,788 )

Outstanding, end of year

2024 Equity Incentive Plan

Pursuant to the 2024 Equity Incentive Plan (the

“2024 Plan”), the Company filed S-8 registration statement to register 7,746,000 and 30,998,400 shares of common stock on

August 29, 2024 and November 27, 2024, respectively.

The fair value of the common stock granted during

the period is measured based on the closing price of the Company’s common stock as reported by Nasdaq Exchange on the date of grant.

For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the consolidated

statements of operations and comprehensive loss.

As of December 31, 2025 and 2024, 2,065,121 and

24,508,411 shares of common stock are available to issue under this plan.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

NOTE 16 — OPERATING EXPENSES

Personnel and Benefit Expense

Personnel and benefit expense mainly consisted of salaries and bonus

paid and payable to the employees, a portion of which was settled by the issuance of common stock of the Company.

Personnel and benefit expense mainly consisted

of salaries and bonus paid and payable to the employees, a portion of which was settled by the issuance of common stock of the Company.

During the years ended December 31, 2025 and 2024, the Company recorded

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Other General and Administrative Expenses

The Company incurred different types of expenditures under other general

and administrative expenses.

They primarily consist of depreciation and amortization, allowance for expected credit losses, legal and

professional fees, and management fee expenses which are allocated for certain corporate office expenses.

The Company incurred different types of expenditures

under other general and administrative expenses.

They primarily consist of depreciation and amortization, allowance for expected credit

losses, legal and professional fees, and management fee expenses which are allocated for certain corporate office expenses.

During the years ended December 31, 2025 and 2024, the Company recorded

6 unchanged sentences

$ ( 174,542 )

$ ( 1,138,036 )

Weighted average shares outstanding

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antidilutive.

NOTE 22 — INCOME TAX EXPENSE

— INCOME TAX EXPENSE

The provision for income tax expense consisted

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Income tax expense

For the years ended

For the years ended December 31,

Income tax expense

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The Company’s subsidiaries mainly operate

4 unchanged sentences

in the British Virgin Islands and is not subject to taxation.

In addition, upon payments of dividends by these entities to their stockholders,

In addition, upon payments of dividends by these entities to their shareholder,

no British Virgin Islands withholding tax will be imposed.

2 unchanged sentences

in Hong Kong during its tax year.

For the years ended December 31, 2024 and 2023,

Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime.

The applicable tax rate for the first

HK$ 2 million of assessable profits is 8.25 % and assessable profits above HK$ 2 million will continue to be subject to the rate of 16.5 %

for corporations in Hong Kong, effective from the year of assessment 2018/2019.

For the years ended December 31, 2025 and 2024, the Hong Kong profits

tax is calculated in accordance with the two-tiered profits tax rates regime.

The applicable tax rate for the first HK$ 2 million of assessable

profits is 8.25 % and assessable profits above HK$ 2 million will continue to be subject to the rate of 16.5 % for corporations in Hong

Kong, effective from the year of assessment 2018/2019.

United States of America

1 unchanged sentence

Islands to the State of Delaware, the Company is subject to the federal income tax rate of 21 %.

The reconciliation of income tax rate to the effective

income tax rate based on loss before income tax expense for the years ended December 31, 2024 and 2023 are as follows:

the years ended

Loss before income

$ ( 1,138,036 )

income tax rate

Income tax expense at statutory

For the years ended December 31, 2025 and 2024, the Company’s

principal operations were conducted in Hong Kong.

The reconciliation of the Hong Kong income tax rate of 16.5 % to the effective income

tax rate based on loss before income tax expense are as follows:

For the years ended

Income tax expense at statutory rate

Income not subject to taxes

3 unchanged sentences

Effect of difference tax jurisdiction

Under provision of prior years

Tax losses utilized

Change in valuation allowance

(a) For the year ended December 31, 2024, other non-deductible

expenses mainly consisted of impairment loss on goodwill and other non-current assets.

The following

table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2024 and 2023:

Income tax expense

(a) For the years ended December 31, 2025 and 2024, other non-deductible expenses mainly consisted of impairment loss on goodwill and other non-current assets and bad debts written-off.

following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of

December 31, 2025 and 2024:

As of December 31,

3 unchanged sentences

Deferred tax assets, net:

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

of valuation allowance is as follows:

For the years ended

For the years ended December 31,

Balance as of beginning of the year

Balance as of end of the year

As of December 31, 2024 and 2023, the

operations incurred approximately $ 61.5 million and $ 54.0 million, respectively of cumulative net operating losses, which can be carried forward

to offset future taxable income.

Net operating loss can be carried forward indefinitely but cannot be carried back to prior years.

There are no group relief provisions for losses or transfers of assets under Hong Kong tax regime.

Each company within a corporate

group is taxed as a separate entity.

The Company has provided for a full valuation allowance against the deferred tax assets on the

expected future tax benefits from the net operating loss carryforwards as the management believes that it is more likely that not

all of these assets will be realized in the future.

The valuation allowance is reviewed annually.

As of December 31, 2025 and 2024, the operations incurred $ 113.5 million

and $ 61.5 million, respectively of cumulative net operating losses, which can be carried forward to offset future taxable income.

operating loss can be carried forward indefinitely but cannot be carried back to prior years.

There are no group relief provisions for

losses or transfers of assets under Hong Kong tax regime.

Each company within a corporate group is taxed as a separate entity.

has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating

loss carryforwards as the management believes that it is more likely that not all of these assets will be realized in the future.

valuation allowance is reviewed annually.

There was no income taxes paid during the years

ended December 31, 2025 and 2024.

tax positions

The Company evaluates the uncertain tax position

(including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated

with the tax positions.

As of December 31, 2024 and 2023, the Company did not have any significant unrecognized uncertain tax positions.

The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31,

2024 and 2023 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from

December 31, 2024.

(including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits

associated with the tax positions.

As of December 31, 2025 and 2024, the Company did not have any significant unrecognized uncertain

tax positions.

The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years

ended December 31, 2025 and 2024 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the

next 12 months from December 31, 2025.

— RELATED PARTY BALANCES AND TRANSACTIONS

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Ng”) Chief Executive Officer and Executive Director of the Company

(“Diamond”) Former chairman of the Company (resigned on December 12, 2024)

Wong Suet Fai Almond Chief Operating Officer of the Company

JFA Capital Investment private funds controlled by Mr.

NSD Capital Investment private funds controlled by Mr.

TAG Holdings Limited Stockholder and immediate holding company of the Company

6 unchanged sentences

Stockholder of the Company and company controlled by Mr.

JFA Capital Investment private funds controlled by Mr.

NSD Capital Investment private funds controlled by Mr.

Atlas Merchant Capital LLC Company controlled by Diamond

Atlas Merchant Capital LLC Company controlled by the former chairman of the Company

DeSilva 2000 Living Trust Company controlled by director of subsidiaries of the Company

HCMPS Healthcare Holdings Limited Company with common director – Mr.

In support of the Company’s efforts and cash requirements, it

may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through

sales of its equity or traditional debt financing.

There is no formal written commitment for continued support by the stockholder.

represent advances or amounts paid in satisfaction of liabilities.

In support of the Company’s efforts and

cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains

adequate financing through sales of its equity or traditional debt financing.

There is no formal written commitment for continued support

by the stockholder.

Amounts represent advances or amounts paid in satisfaction of liabilities.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

(i) Related party balances

2 unchanged sentences

Balance with related parties:

Accounts receivable

Other current liabilities

Amount due to stockholder

Loan interest payable

Long-term investment – Investment E

Convertible debts

(a) Accounts receivable due from related parties represented the management service rendered to two individual close-ended investment private funds registered in the Cayman Islands, which are controlled by the controlling stockholder of the Company.

(b) Other current liabilities due to related parties represented the interest

payable accrued on the short-term borrowings from four related parties (see Note 15(c)).

(c) Borrowings consisted of short-term loans obtained from the Company’s Chief Operating Officer, TAG Holdings Limited, Giant Wisdom Ventures Limited and DeSilva 2000 Living Trust.

Convertible debt

(a) Loan interest payable due to related parties represented the interest payable accrued on the short-term borrowings from four related parties.

(b) Borrowings consisted of short-term loans obtained from the Company’s senior management, major stockholder of ultimate holding company, a company controlled by director of subsidiaries and a stockholder.

The amounts were secured, interest-bearing and repayable on demand (see Note 11(c)).

(d) Amount due to stockholder are those nontrade payables arising from transactions between the Company and TAG Holdings Limited, such as advances made by TAG Holdings Limited on behalf of the Company, advances made by the Company on behalf of TAG Holdings Limited, and allocated shared expenses paid by TAG Holdings Limited.

During the years ended December 31, 2024 and 2023, amounts due to stockholder of nil and $ 12.6 million, respectively, were forgiven (see Note 19(f)).

(e) In May 2021, the Company purchased 4 % equity interest in HCMPS Healthcare Holdings Limited, which has common director with the Company, based on

historical cost.

(f) The convertible debts obtained from Total Formation Inc.

Wisdom Ventures Limited.

(see Note 16).

(ii) Transactions with related parties

(c) The Company purchased 4 % equity interest in Investment E from a related party in May 2021, based on historical cost.

The Company has a common director with Investment E.

(d) TFI Note obtained from the Company’s major stockholder of ultimate holding company.

The amount was secured, interest-bearing, and repayable on demand.

The Company issued an exchangeable note of approximately $ 5.4 million to Giant Wisdom Ventures Limited which bears interest at a fixed rate of 15 % per annum and mature on January 16, 2025.

The note is secured by a pledge of 5,000,000 shares of common stock of BKFC owned by the Company (see Note 12).

(ii) Transaction with related parties

In the ordinary course of business, during the

4 unchanged sentences

For the years ended

Asset management service income

Office rental and operating fees

1 unchanged sentence

Interest expense

(g) Under the management agreements, the Company shall provide management service to the portfolio assets held by two individual close-ended investment private funds in the Cayman Islands, which are controlled by the controlling stockholder of the Company, for a compensation of asset management service fee income at the predetermined rate based on the respective portfolio of asset values invested by the final customers.

(h) Pursuant to the service agreement, the Company agreed to pay the office and administrative expenses to

TAG Holdings Limited and Convoy Financial Services Limited for the use of office premises, including, among other things, building management fees, government rates and rent,

office rent, and lease-related interest and depreciation that were actually incurred.

(i) On September 19, 2023, the Company entered into an advisory services agreement with Atlas Merchant Capital LLC , a company controlled by its former chairman , for a monthly fee of approximately $ 0.8 million.

(e) Pursuant to the service agreement, the Company agreed to pay

the office and administrative expenses to the holding company for the use of office premises, including, among other things, building

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

holding company.

(f) On September 19, 2023, the Company entered into an advisory

services agreement with a related company, which owned by the Chairman of the Company, for a monthly fee of approximately $ 0.8 million.

The service will be terminated by either party upon 90 days prior written notice.

interest expense incurred for borrowings from four related parties (see Note 15(c)).

(g) The interest expense incurred for borrowings from four related

parties (see Note 15(c)).

Apart from the transactions and balances detailed

1 unchanged sentence

party transactions during the years presented.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

— RISK AND UNCERTAINTIES

is exposed to the following concentrations of risk:

is exposed to the following concentrations of risks:

(a) Major customers

2 unchanged sentences

are presented as follows:

For the year ended

Percentage of

For the year ended

Percentage of

For the year ended December 31, 2025

For the year ended December 31, 2024

(b) Credit risk

Financial instruments that potentially subject

the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable, loans receivable, and notes receivables.

Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored

by management.

As of December 31, 2024, the Company maintained a total of approximately $ 17.26 million at financial institutions, consisting

of approximately $ 15.86 million held in Hong Kong, including a cash balance of approximately $ 1.66 million and escrow funds of approximately

$ 14.20 million, of which approximately $ 15.86 million was subject to credit risk, and approximately $ 1.40 million in cash held in the

United States.

These balances are protected by the Hong Kong Deposit Protection Board, which provides coverage up to a limit of HK$ 0.8

million (approximately $ 0.1 million) if the bank with which an individual/a company hold its eligible deposit fails, effective from October

1, 2024, and the Federal Deposit Insurance Corporation (“FDIC”) in the United States.

While management considers these financial

institutions to be of high credit quality, it continuously monitors their creditworthiness.

Financial instruments that potentially subject the Company to credit risk consist

of cash equivalents, restricted cash, accounts receivable, loans receivable, and notes receivables.

Cash equivalents are maintained with

high credit quality institutions, the composition and maturities of which are regularly monitored by management.

As of December 31, 2025,

the Company maintained a total of approximately $ 12.6 million at financial institutions, consisting of approximately $ 12.1 million held

in Hong Kong, including a cash balance of approximately $ 1.8 million and escrow funds of approximately $ 10.3 million, of which approximately

$ 11.6 million was subject to credit risk, and approximately $ 0.2 million in cash held in the United States.

These balances are protected

by the Hong Kong Deposit Protection Board, which provides coverage up to a limit of HK$ 0.8 million (approximately $ 0.1 million) if the

bank with which an individual/a company hold its eligible deposit fails, effective from October 1, 2024, and the Federal Deposit Insurance

Corporation (“FDIC”) in the United States.

While management considers these financial institutions to be of high credit quality,

it continuously monitors their creditworthiness.

For accounts receivable and loans and notes receivables,

13 unchanged sentences

Management believes that these policies effectively manage the credit risk from advances.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

4 unchanged sentences

results of operations.

In February 2022, the Russian Federation and Belarus

commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States, have

instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions on

the world economy are not determinable as of the date of these consolidated financial statements.

In February 2022, the Russian Federation and

Belarus commenced a military action with the country of Ukraine.

As a result of this action, various nations, including the United States,

have instituted economic sanctions against the Russian Federation and Belarus.

Further, the impact of this action and related sanctions

on the world economy are not determinable as of the date of these consolidated financial statements.

The specific impact on the Company’s

8 unchanged sentences

For the years ended December 31, 2025 and 2024,

the Company recorded the foreign exchange loss of approximately $ 0.70 million and foreign exchange gain of approximately $ 0.91 million,

respectively, mainly attributable from the long-term investments which are mostly denominated in Sterling.

the Company recorded the foreign exchange gain of approximately $2.4 million and loss of $ 0.70 million, respectively, mainly attributable

from the long-term investments which are mostly denominated in Sterling.

(e) Liquidity risk

7 unchanged sentences

— COMMITMENTS AND CONTINGENCIES

Regulatory Non-Compliance

On April 17, 2025, the Company received a written

notice (the “Notice”) from Nasdaq Stock Market, LLC (“Nasdaq”), notifying that the Company failed to comply with

Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2024.

The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance

with the Nasdaq Listing Rule.

If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the

filing due date to regain compliance.

Otherwise, after the date, subject to other requirements and conditions, the Company may proceed

to delisting procedures.

On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025.

On May 20, 2025, the Company received a written

notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the

Company failed to timely file its quarterly report on Form 10-Q for the period ended June 30, 2025.

The Notice had no immediate effect

but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule.

Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance.

Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures.

On August 19,

2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

On June 30, 2025, the Company received a written

notice (the “Notice”) from Nasdaq, notifying that the Company had publicly traded under $ 1.00 per share for a period of 30

consecutive trading days or more, which failed to comply with Nasdaq Listing Rule 5550(a)(2) and Nasdaq Listing Rule 5810(c)(3)(A).

Notice had no immediate effect but, before December 29, 2025, the Company was required to regain compliance by trading at least $ 1.00

per share for a minimum of 10 consecutive trading days.

Otherwise, after the date, subject to other requirements and conditions, the

Company may proceed to delisting procedures.

As of the date of the consolidated financial statements, the Company is still consecutively

trading under $ 1.00 , directors of the Company are investigating actions, where appropriate, to regain the compliance, by December 29,

On October 14, 2025, the Company received a delisting

determination letter (the “Determination Letter”) from Nasdaq indicating that, unless the Company timely requests a hearing

before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting

from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s non-compliance with Nasdaq’s

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

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

Company has requested to appeal the delisting

determination and will attend the hearing to demonstrate its ability to regain and sustain long-term compliance.

On November 17, 2025, the Company received an

additional delisting determination letter (the “Additional Determination Letter”) from Nasdaq indicating that since it failed

to timely file its Form 10-Q for the period ended September 30, 2025, this serves as an additional basis for delisting.

Following a hearing held on November 25, 2025,

the Panel has granted the Company an exception period subject to the Company satisfying the following conditions:

● File 2024 Form 10-K and delinquent Forms 10-Q for the quarters

ended June 30, June 30, and September 30, 2025 on or before December 24, 2025;

● Regain compliance with the $ 1.00 minimum bid-price requirement

on or before February 27, 2026;

● File its 2025 Form 10-K on or before June 30, 2026.

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.

This decision stems from the Company not having been able to file two periodic

reports by a deadline of December 24, 2025 set by the Panel.

Subsequent on January 26, 2026, the Company filed

its Annual Report on Form 10-K for the year ended December 31, 2024 and Form 10-Q for the period ended March 31, 2025.

On January 27,

2026, the Company filed its Form 10-Q for the period ended June 30, 2025 and September 30, 2025.

Contractual Commitments

Sale and Purchase Agreement with Sony Life

Pursuant to the agreement dated April 5, 2023, entered with Sony Life

Singapore Pte.

(“SLS”), an independent third party, the Company is committed to purchase 100 % equity interest in Sony

Life Financial Advisers Pte.

for a cash consideration of SGD2.5 million (equivalent to approximately $ 1.88 million).

28, 2023, the Company and SLS entered into a second supplementary agreement to extend the closing date of the transaction from December

31, 2023 to March 31, 2024.

On March 29, 2024, the Company and SLS entered into a third supplementary agreement to extend the closing

date of the transaction from March 31, 2024 to May 9, 2024.

Pursuant to the third supplementary agreement, the Company paid SGD0.25 million

(equivalent to approximately $ 0.19 million) to SLS as the partial payment to cash consideration on April 12, 2024.

On May 9, 2024, the

Company and SLS entered into a fourth supplementary agreement to extend the closing date of the transaction from May 9, 2024 to May 20,

On June 18, 2024, the Company and SLS entered into a fifth supplementary agreement to extend the closing date of the transaction

from May 20, 2024 to July 31, 2024.

Pursuant to the fifth supplementary agreement, the Company paid an aggregate of SGD0.

15 million (equivalent

to approximately $ 0.11 million) as the extension fee and indemnification fee in July 2024.

On October 3, 2024 and January 30, 2025, the

Company and SLS entered into the sixth and seventh supplementary agreements, respectively to extend the closing date of the transaction

to February 28, 2025.

Subsequently on March 14, 2025, SLS issued a termination notice to

terminate the agreement due to the Company’s failure to complete the transaction.

On April 21, 2025, the Company and SLS entered

into a settlement agreement under which the Company is obligated to pay SLS a settlement amount of SGD 1.85 million (equivalent to approximately

$ 1.4 million) on or before August 31, 2025.

In addition, SLS has claimed further damages of SGD 0.1 million (equivalent to approximately

Pursuant to the agreement dated April 5, 2023,

entered with Sony Life Singapore Pte.

(“SLS”), an independent third party, the Company is committed to purchase 100 %

equity interest in Sony Life Financial Advisers Pte.

for a cash consideration of SGD 2.5 million (equivalent to approximately $ 1.88

On December 28, 2023, the Company and SLS entered into a second supplementary agreement to extend the closing date of the transaction

from December 31, 2023 to September 30, 2024.

On March 29, 2024, the Company and SLS entered into a third supplementary agreement to

extend the closing date of the transaction from September 30, 2024 to May 9, 2024.

Pursuant to the third supplementary agreement, the

Company paid SGD 0.25 million (equivalent to approximately $ 0.19 million) to SLS as the partial payment to cash consideration on April

On May 9, 2024, the Company and SLS entered into a fourth supplementary agreement to extend the closing date of the transaction

from May 9, 2024 to May 20, 2024.

On June 18, 2024, the Company and SLS entered into a fifth supplementary agreement to extend the closing

date of the transaction from May 20, 2024 to July 31, 2024.

Pursuant to the fifth supplementary agreement, the Company paid an aggregate

of SGD 0.15 million (equivalent to approximately $ 0.11 million) as the extension fee and indemnification fee in July 2024.

3, 2024 and January 30, 2025, the Company and SLS entered into the sixth and seventh supplementary agreements, respectively to extend

the closing date of the transaction to February 28, 2025.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Subsequently on March 14, 2025, SLS issued a

termination notice to terminate the agreement due to the Company’s failure to complete the transaction.

On April 21, 2025, the

Company and SLS entered into a settlement agreement under which the Company is obligated to pay SLS a settlement amount of SGD 1,850,000

(equivalent to $ 1.4 million) on or before August 31, 2025.

In addition, SLS has claimed further damages of SGD 100,000 (equivalent to

$ 0.07 million) arising from the Company’s breach of its obligations under the agreement.

8 unchanged sentences

over representations and warranties and post-closing obligations associated with business acquisitions.

In addition, third parties have from time to time

claimed, and others may claim in the future, that the Company has infringed their intellectual property rights.

In addition, third parties have from time to

time claimed, and others may claim in the future, that the Company has infringed their intellectual property rights.

The Company is subject

8 unchanged sentences

Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes

in the Company’s methods of doing business or the goods it sells, or could require the Company to enter into costly royalty or licensing

in the Company’s methods of doing business or the goods it sells, or could require the Company to enter into costly royalty or

licensing agreements.

The Company is also subject to consumer claims

27 unchanged sentences

can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

The following describes material legal proceedings in which the Company is involved a s

of December 31, 2024:

(i) Action Case:

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

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The following describes material legal proceedings

in which the Company is involved as of December 31, 2025:

CACV 1116/2025

(on appeal from HCA702/2018)

On March 27, 2018, the writ of summons was issued

8 unchanged sentences

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.

(ii) Action Case:

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

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

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,

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 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.

(iii) Action Case:

HCA2097 and 2098/2020

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 is on-going and parties have yet to attempt mediation.

Legal counsel of the Company will continue to handle

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.

and 2098/2020

On December 15, 2020, the writs of summons were

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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.

The case is on-going and

legal counsel of the Company will continue to handle this matter.

As of December 31, 2025, the Company accrued a legal provision of approximately

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

(iv) Sony Music Entertainment

Sony Music Entertainment

In connection with the Merger Transaction, the

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liability in the consolidated balance sheets.

(v) Sony Music Publishing Europe Limited (“SOLAR”)

In connection with the Merger Transaction,

the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the complaint filed by

SOLAR in the London, United Kingdom Circuit Common Court 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 approximately $ 4.4

As of December 31, 2024, this amount is included as a liability in the consolidated balance sheets.

(vi) Music Licensing

Triller Corp has outstanding contractual obligations to various record

labels, music publishers and performing rights organizations (collectively, “Rightsholders”) who have licensed to Triller

Corp the right to use sound recordings and musical compositions in connection with the operation of the Triller app and other aspects

of the Company’s business.

As of December 31, 2024, the Company has recorded liabilities in the amount of approximately $ 30.0 million

for unpaid amounts owed under its music licenses.

Triller Corp is also involved in various legal proceedings and has received threats

of litigation from Rightsholders.

Triller Corp believes 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 the Company’s

results of operations, financial condition or cash flows.

(vii) Fox Plaza Lease

In connection with the Merger Transaction, the Company assumed the

liabilities of Triller Corp, including the legal contingency accrual stemming from the ongoing litigation with Fox Plaza, LLC due to an

alleged breach of a commercial office lease agreement as a result of an alleged failure to pay rents under the agreement.

The plaintiff

seeks damages in excess of approximately $ 3.5 million, plus attorney’s fees, costs of suit, and additional damages to be proven

Sony Music Publishing

Europe Limited (“SOLAR”)

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the complaint filed by SOLAR in

the London, United Kingdom Circuit Common Court alleging claims of songwriter/producer music publishing rights infringement.

judgement for $ 5.4 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 approximately $ 5.4 million.

As of December 31,

2025, this amount is included as a liability in the consolidated balance sheets.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Music Licensing

Triller Corp has outstanding contractual obligations

to various record labels, music publishers and performing rights organizations (collectively, “Rightsholders”) who have licensed

to Triller Corp the right to use sound recordings and musical compositions in connection with the operation of the Triller app and other

aspects of the Company’s business.

As of December 31, 2025, the Company has recorded liabilities in the amount of approximately

$ 30.0 million for unpaid amounts owed under its music licenses.

Triller Corp is also involved in various legal proceedings and has received

threats of litigation from Rightsholders.

Triller Corp believes 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 the Company’s results of operations, financial condition or cash flows.

Fox Plaza Lease

In connection with the Merger Transaction, the

Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the ongoing litigation with Fox

Plaza, LLC due to an alleged breach of a commercial office lease agreement as a result of an alleged failure to pay rents under the agreement.

The plaintiff seeks damages in excess of approximately $ 3.5 million, plus attorney’s fees, costs of suit, and additional damages

to be proven at trial.

Triller Corp intends to vigorously defend itself in this matter.

The Company has accrued approximately $ 1.8 million as a liability

pertaining to this claim on the consolidated balance sheets.

It is reasonably possible that the potential loss may exceed the accrued

liability amount.

The Company has accrued approximately $ 1.8 million

as a liability pertaining to this claim on the consolidated balance sheets.

It is reasonably possible that the potential loss may exceed

the accrued liability amount.

Concentrix Daksh

In connection with the Merger Transaction, the

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amount represents the probable loss as of December 31, 2025.

Sports & Entertainment

Epic Sports & Entertainment

In connection with the Merger Transaction, the

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the Company accrued a legal provision of approximately $ 1.9 million as a liability in the consolidated balance sheets.

(x) Samsung Arbitration Award

Samsung Arbitration

In connection with the Merger Transaction, the

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In connection with the Merger Transaction, the

Company assumed potential liabilities related to claims asserted by Prem Parameswaran, the former Chief Executive Officer of Triller

Corp for alleged unpaid compensation.

To avoid 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.

Company assumed potential liabilities related to claims asserted by Prem Parameswaran, the former Chief Executive Officer of Triller Corp

for alleged unpaid compensation.

To avoid 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, the Company

has accrued approximately $ 2.4 million as a liability pertaining to this matter, representing the probable settlement amount.

(xii) Triller Legacy, LLC Settlement Agreement

On July 26, 2024, Triller Hold Co, LLC and Triller Acquisition, LLC

entered into a settlement agreement with Triller Legacy, LLC (“Legacy”), original sellers of Triller Corp, regarding the 2019

acquisition of Triller Corp from Legacy.

The Company agreed to issue 3.89 million shares of Series A common stock to Legacy.

Legacy intends

to sell 1.75 million shares for a minimum return of approximately $ 7.0 million by the end of March 31, 2025.

The Company must compensate

Legacy for any shortfall of share sales below $ 7.0 million.

The Company has the option to purchase up to 1.75 million shares from Legacy

at $ 4.00 per share through December 31, 2024 and $ 4.75 per share through March 31, 2025.

The Company can also opt to pay Legacy $ 7.0 million.

The Company has included the estimated guaranteed payment liability in its accounts payable and legal contingencies.

Company is subject to claims asserted by Bobby Sarnevesht for alleged breach of a merger agreement and related contracts.

disputes the claims and the matter remains unresolved.

As of December 31, 2024, the Company has accrued approximately $ 3.0 million as

a liability pertaining to this dispute, which represents management’s best estimate of the probable loss.

(xiv) YA II PN, LTD.

has accrued approximately $ 0.5 million as a liability in the consolidated balance sheets.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Triller Legacy, LLC

Settlement Agreement

On July 26, 2024, Triller Hold Co, LLC and Triller

Acquisition, LLC entered into a settlement agreement with Triller Legacy, LLC (“Legacy”), original sellers of Triller Corp,

regarding the 2019 acquisition of Triller Corp from Legacy.

The Company agreed to issue 3.89 million shares of Series A common stock

Legacy intends to sell 1.75 million shares for a minimum return of approximately $ 7.0 million by the end of December 31, 2025.

The Company must compensate Legacy for any shortfall of share sales below $ 7.0 million.

The Company has the option to purchase up to

1.75 million shares from Legacy at $ 4.00 per share through December 31, 2024 and $ 4.75 per share through December 31, 2025.

can also opt to pay Legacy $ 7.0 million.

The Company has included the estimated guaranteed payment liability in its accounts payable

and legal contingencies.

Bobby Sarnevesht

The Company is subject to claims asserted by

Bobby Sarnevesht for alleged breach of a merger agreement and related contracts.

The Company disputes the claims and the matter remains

As of December 31, 2025, the Company has accrued approximately $ 8.7 million as a liability pertaining to this dispute, which

represents management’s best estimate of the probable loss.

YA II PN, LTD.

Triller Corp.;

Triller Hold Co LLC;

Convoy Global Holdings Limited, Index No.

659314/2024 in the New York Supreme Court, Commercial Division

On November 26, 2024, Yorkville

(“Plaintiff”) initiated litigation against the Company, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings

Limited (“Defendants”) by filing a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the

“Motion”), seeking a judgment finding Defendants liable for all amounts allegedly owed under the convertible promissory

note (the “Note”), dated June 28, 2024, including interest, plus costs, legal fees, and expenses incurred by Yorkville

in enforcing the Note’s terms.

On February 24, 2025, Defendants filed their opposition to the Motion, arguing that the Motion

should be denied because Plaintiff’s reliance on CPLR 3213 was improper and because, even if Plaintiff’s reliance on

CPLR 3213 were proper, triable disputes of fact preclude summary judgment in Plaintiff’s favor.

On March 7, 2025, Plaintiff

filed a reply in support of the Motion.

On May 19, 2025, Yorkville’s initial motion for summary judgment in lieu of complaint,

seeking immediate payment, was denied by the Supreme Court of the State of New York, New York County.

The court determined that

Yorkville’s right to payment depended on a detailed analysis of obligations under multiple intertwined documents, including

the Yorkville Convertible Promissory Note, Second A&R SEPA, Registration Rights Agreement, and Pledge Agreements, thus

converting the case to a plenary action.

Yorkville filed a notice of appeal on May 28, 2025 and a new motion for summary judgment on

July 1, 2025, asserting the Yorkville Convertible Promissory Note’s maturity date of June 28, 2025 (the “Maturity

659314/2024 in the New York Supreme Court,

Commercial Division

On November 26, 2024, Yorkville (“Plaintiff”)

initiated litigation against the Company, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings Limited (“Defendants”)

by filing a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the “Motion”), seeking a judgment

finding Defendants liable for all amounts allegedly owed under the convertible promissory note (the “Note”), dated June 28,

2024, including interest, plus costs, legal fees, and expenses incurred by Yorkville in enforcing the Note’s terms.

24, 2025, Defendants filed their opposition to the Motion, arguing that the Motion should be denied because Plaintiff’s reliance

on CPLR 3213 was improper and because, even if Plaintiff’s reliance on CPLR 3213 were proper, triable disputes of fact preclude

summary judgment in Plaintiff’s favor.

On March 7, 2025, Plaintiff filed a reply in support of the Motion.

On May 19, 2025, Yorkville’s

initial motion for summary judgment in lieu of complaint, seeking immediate payment, was denied by the Supreme Court of the State of

New York, New York County.

The court determined that Yorkville’s right to payment depended on a detailed analysis of obligations

under multiple intertwined documents, including the Yorkville Convertible Promissory Note, Second A&R SEPA, Registration Rights Agreement,

and Pledge Agreements, thus converting the case to a plenary action.

Yorkville filed a notice of appeal on May 28, 2025 and a new motion

for summary judgment on July 1, 2025, asserting the Yorkville Convertible Promissory Note’s maturity date of June 28, 2025 (the

“Maturity Date”).

On June 20, 2025, the Company transferred 3,000,000

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intend to litigate the case until a resolution is reached.

On December 3, 2025, the Plaintiff filed responses and objections (the

“Responses and Objections”) to the Defendants’ first set of interrogatories dated November 3, 2025 to the Supreme Court

of the State of New York County of New York (Index no.:

On December 3, 2025, the Plaintiff filed responses

and objections (the “Responses and Objections”) to the Defendants’ first set of interrogatories dated November 3, 2025

to the Supreme Court of the State of New York County of New York (Index no.:

659314/2024).

Pursuant to the Responses and Objections, the Plaintiff stated its

claims and contentions with respect to its damage resulting from the event of default that occurred under the Note when the Defendants

failed to pay all amounts due by the Maturity Date.

The total amount owed under the Note, including interest, plus costs, legal fees,

and expenses incurred by Yorkville less the value of BKFC’s shares is approximately $ 38.1 million.

Yorkville further stated that

it continues to accrue additional damages with each passing day that the obligations under the Note and guaranties remain unpaid.

case is on-going and 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 reasonable possible loss, if any.

(xv) 13080 Advisors LLC v.

Triller Group, Inc., Jams Reference

5220008039 (Los Angeles County, California)

On December 18, 2024, 13080 Advisors LLC (“Claimant”)

submitted a Notice of Arbitration and Demand for Arbitration (“13080 Arbitration Demand”) to JAMS to assert that Triller and

TAG Holdings Limited (collectively as “Respondents”) have breached their alleged duties to Claimant under the following alleged

(1) a partially executed document entitled “Grant Agreement for S-8 Registered Shares” dated March 14, 2024, and

(2) a partially executed document entitled “Consulting Services Agreement” also dated March 14, 2024.

The 13080 Arbitration

Demand asserts four purported claims for relief:

breach of contract, negligent misrepresentation, specific performance and declaratory

On February 18, 2025, Respondents submitted to JAMS a motion to dismiss all the claims for relief asserted in the 13080 Arbitration

Demand along with a motion to strike Claimant’s requests for punitive damages.

This motion remains pending and no arbitrator has

been appointed.

Pursuant to the Responses and Objections,

the Plaintiff stated its claims and contentions with respect to its damage resulting from the event of default that occurred under the

Note when the Defendants failed to pay all amounts due by the Maturity Date.

The total amount owed under the Note, including interest,

plus costs, legal fees, and expenses incurred by Yorkville less the value of BKFC’s shares is approximately $ 38.1 million.

further stated that it continues to accrue additional damages with each passing day that the obligations under the Note and guaranties

remain unpaid.

The case is on-going and legal counsel of the Company will continue to handle this matter.

1 unchanged sentence

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

Wixen Music Publishing

On December 18, 2024, Wixen Music Publishing,

("Wixen") filed a Complaint in Los Angeles Superior Court against a subsidiary of Triller Hold Co LLC ("the subsidiary")

for breach of a settlement agreement originally executed to resolve prior federal copyright infringement claims.

In September 2022, Wixen

and the subsidiary entered into a settlement agreement whereby the subsidiary agreed to pay Wixen a total of $ 10.0 million in scheduled

payment through September 2024 to resolve claims of unauthorized use of musical compositions.

The complaint alleged that the subsidiary

defaulted on its payment obligations and owed $ 5.5 million under the revised payment schedule.

The case is on-going and legal counsel

of Triller Hold Co LLC will continue to handle this matter.

As of December 31, 2024, approximately $ 5.5 million is included as a liability

in the consolidated balance sheets.

Subsequent to December 31, 2024, the Company is

involved in the following material legal proceedings:

Diamond Jr.et al.

Triller Group,

Inc., Case No.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

13080 Advisors LLC v.

Triller Group, Inc., Jams Reference No.

5220008039 (Los Angeles County, California)

On December 18, 2024, 13080 Advisors LLC (“Claimant”)

submitted a Notice of Arbitration and Demand for Arbitration (“13080 Arbitration Demand”) to JAMS to assert that Triller

and TAG Holdings Limited (collectively as “Respondents”) have breached their alleged duties to Claimant under the following

alleged agreements:

(1) a partially executed document entitled “Grant Agreement for S-8 Registered Shares” dated March 14,

2024, and (2) a partially executed document entitled “Consulting Services Agreement” also dated March 14, 2024.

Arbitration Demand asserts four purported claims for relief:

breach of contract, negligent misrepresentation, specific performance and

declaratory relief.

On February 18, 2025, Respondents submitted to JAMS a motion to dismiss all the claims for relief asserted in the

13080 Arbitration Demand along with a motion to strike Claimant’s requests for punitive damages.

This motion remains pending and

no arbitrator has been appointed.

The case is on-going and legal counsel of the Company will continue to handle this matter.

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.

Diamond Jr.et

Triller Group, Inc., Case No.

25-cv-00129 (PAE) (S.D.N.Y.)

1 unchanged sentence

Diamond Jr (“Diamond”),

the former chairman of Triller’s board of directors and Atlas Merchant Capital LLC (collectively as “Plaintiffs”), an

advisory services company under Diamond’s control filed a lawsuit in federal district court in Manhattan, New York to allege that

Triller has failed to pay over or grant to Plaintiffs certain cash amounts and equity awards to which Plaintiffs were entitled pursuant

the former chairman of Triller’s board of directors and Atlas Merchant Capital LLC (collectively as “Plaintiffs”),

an advisory services company under Diamond’s control filed a lawsuit in federal district court in Manhattan, New York to allege

that Triller has failed to pay over or grant to Plaintiffs certain cash amounts and equity awards to which Plaintiffs were entitled pursuant

to various agreements between Plaintiffs and Triller.

4 unchanged sentences

This motion is now pending before the court.

The case is on-going and 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 reasonable possible loss, if any.

The case is on-going and 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 reasonable possible loss, 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.

— SUBSEQUENT EVENTS

3 unchanged sentences

December 31, 2025, up to the date that the audited consolidated financial statements were available to be issued.

(i) In January and April 2025, the Company issued an aggregate

of 603,839 shares of common stock to the directors and officers of the Company under the Share Award Scheme, whose shares were vested

(ii) In January and April 2025, the Company issued an aggregate

of 823,642 shares of common stock to the employees of the Company to compensate for the contributions of their services and performance,

at a price range from $ 1.072 to $ 2.532 per share.

(iii) In February and March 2025, the Company issued an aggregate of 348,745 shares of common stock to certain consultants to compensate for their services rendered, at a price range from $ 1.00 to $ 1.872 per share.

(iv) In March 2025, the Company issued 155,000 shares of common stock at a price of $ 2.529 per shares to the Chief Operating Officer of the Company for loan settlement.

(v) In March 2025, the Company issued 11,807,332 shares of common stock to Giant Wisdom Ventures Limited, a company controlled by its controlling stockholder, in relation to the Merger Transaction (see Note 4(b)).

(vi) In April 2025, the Company issued an aggregate 304,478 shares of common stock to the employees of Triller Corp.

under the share award scheme of Triller Corp.

(vii) In March 2025, the Company entered into a Settlement and Release Agreement with 13080 Advisors LLC (“13080”) to dismiss the arbitration against the Company.

The Company agreed to issue a total of 9,682,500 shares of common stock in three installments and pay a consideration of $ 2.04 million on or before December 31, 2025.

As part of the payment, the Company transferred 285,353 units of Investment H in exchange for reducing 1,350,000 shares of common stock.

In April 2025, the Company issued 3,227,500 shares of common stock to 13080 Advisors LLC as the first installment.

(viii) On April 11, 2025, the Company entered into a Convertible Note Purchase Agreement (“NPA”) with an independent third party pursuant to which the Company (i) issues a convertible note in the principal amount of approximately $ 10.0 million (the “Note”), (ii) issues a warrant to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $ 1.00 per share (the “Warrant”), (iii) executes and delivers a registration rights agreement, and (iv) executes and delivers a termination agreement to terminate a securities purchase agreement dated January 24, 2025.

The Note matures in two years after its date of issuance with an interest rate of U.S.

Prime Rate plus 2 % per annum payable at maturity.

The Note will be convertible into the Company’s common stock at a 20 % discount to the 5-day daily dollar volume weighted average price of the common stock of the Company.

The Warrant will be exercisable in a year after the Company’s next qualified equity financing with a term of five years.

On April 17, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2024.

The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule.

If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance.

Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures.

On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025.

On May 20, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its quarterly report on Form 10-Q for the period ended March 31, 2025.

The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule.

If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance.

Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures.

On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025.

(xi) On June 20, 2025, Yorkville effected a foreclosure under the Triller

Pledge Agreement.

This action was undertaken by Yorkville following its allegations of various events of default by the Company under

the terms of the Yorkville Convertible Promissory Note, dated June 28, 2024, and other related transaction documents, including the Second

Yorkville had previously sought to accelerate payment of all amounts due under the Yorkville Convertible Promissory Note.

Although the Company has not received a formal notice of foreclosure from Yorkville, the Company became aware through a transfer agent

statement that 3,000,000 shares of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral, were transferred to

Yorkville on June 20, 2025.

These 3,000,000 shares represented a 17.66 % ownership interest in BKFC as specifically pledged to Yorkville

as of June 20, 2025.

As a direct result of this transfer, the Company’s beneficial ownership in BKFC became 38.13 %, based on BKFC’s

total outstanding shares.

Following this change in ownership, the majority stockholders of BKFC approved amendments to BKFC’s certificate

of incorporation and its Stockholders Agreement, which included the removal of the Company’s board designation rights.

These amendments

became effective on July 1, 2025.

(xii) On June 30, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company had publicly traded under $ 1.00 per share for a period of 30 consecutive trading days or more, which failed to comply with Nasdaq Listing Rule 5550(a)(2) and Nasdaq Listing Rule 5810(c)(3)(A).

The Notice had no immediate effect but, before December 29, 2025, the Company was required to regain compliance by trading at least $1.00 per share for a minimum of 10 consecutive trading days.

Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures.

As of the date of the consolidated financial statements, the Company is still consecutively trading under $ 1.00 , directors of the Company are investigating actions, where appropriate, to regain the compliance, by December 29, 2025.

(xiii) On June 30, 2025, the Company and Green Ventures entered into Amendment No.

5 to the Green Ventures Note, in which Green Ventures agreed to (i) amend certain terms and conditions of the Green Ventures Note, including reducing the interest rates for the Green Ventures Note to 8 %, reducing the rate of the default interest rate to 11 %, extending the maturity date to June 6, 2026 and (ii) waive all existing events of default under the Green Ventures Note (collectively, the “Requested Amendments and Waivers”).

As consideration for granting the Requested Amendments and Waivers, Triller has agreed to provide additional collateral to secure the outstanding obligations under the Green Ventures Note, and to procure its affiliate, TAG Technologies, to guarantee the due and punctual performance and payment obligations under the Green Ventures Note.

On October 14, 2025, the Company received a delisting determination letter (the “Determination Letter”) from Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the periods ended March 31, 2025 and June 30, 2025, respectively.

The Company has requested to appeal the delisting determination and will attend the hearing to demonstrate its ability to regain and sustain long-term compliance.

On November 17, 2025, the Company received an additional delisting determination letter (the “Additional Determination Letter”) from Nasdaq indicating that since it failed to timely file its Form 10-Q for the period ended September 30, 2025, this serves as an additional basis for delisting.

Following a hearing held on November 25, 2025, the Panel has granted the Company an exception period subject to the Company satisfying the following conditions:

● File 2024 Form 10-K and delinquent Forms 10-Q for the quarters

ended March 31, June 30, and September 30, 2025 on or before December 24, 2025;

● Regain compliance with the $ 1.00 minimum bid-price requirement

on or before February 27, 2026;

● File its 2025 Form 10-K on or before March 31, 2026.

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.

This decision stems from the Company not having been able to file two periodic reports by a deadline of December 24, 2025 set by the Panel.

In March 2026, the Company issued an aggregate

of 200,000 shares of common stock to the employees of the Company under the 2024 Equity Incentive Plan.

On March 24, 2026, pursuant to an appeal by the Company, the Listing

Council modified a determination entered on December 26, 2025 by the Panel to delist the securities of the Company from Nasdaq and suspend

trading of the Company’s shares, effective at the opening of trading on December 30, 2025.

Specifically, the Listing Council modified the

decision of the Panel as follows:

(1) If the Company fails to make its 2025 Form 10-K filing by

March 31, 2026, or within the additional period of time allowed by SEC Rule 12b-25, then the Company’s securities will be delisted

immediately from Nasdaq.

Such delisting would have the same effect as if the Listing Council had affirmed the Panel Delisting Decision.

Therefore, such delisting would not be subject to further appeal to, or review by, the Listing Council.

(2) If the Company files its 2025 Form 10-K filing by March 31,

2026, or within the additional period of time allowed by SEC Rule 12b-25, then the Company’s securities will resume trading on

the Exchange on the following trading day.

It will be the responsibility of the Company to notify Staff in a timely manner of having

made its 2025 Form 10-K filing, so Nasdaq Staff can facilitate the resumption of trading in the Company’s securities in the Exchange.

— PARENT ONLY FINANCIAL INFORMATION

The Company performed a test on the restricted

net assets of consolidated subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 5-04 and concluded that

it was applicable for the Company to disclose the financial statements for Triller Group Inc., the parent company.

The Company did not have significant capital and

other commitments, long-term obligations, or guarantees as of December 31, 2024 and 2023.

net assets of consolidated subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 5-04 and concluded

that it was applicable for the Company to disclose the financial statements for Triller Group Inc., the parent company.

The Company did not have significant capital

and other commitments, long-term obligations, or guarantees as of December 31, 2025 and 2024.

Certain information and footnote disclosures

1 unchanged sentence

GAAP have been condensed and omitted.

The following presents condensed parent

company only financial information of Triller Group Inc.

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

The following presents condensed parent company

only financial information of Triller Group Inc.

Condensed balance sheets

2 unchanged sentences

Cash and cash equivalents

Amounts due from stockholder

Amounts due from subsidiaries

12 unchanged sentences

Commitments and contingencies (Note 21)

Stockholders’ equity (deficit)*:

Stockholders’ equity:

Preferred stock, $ 0.001 par value, 100,000,000 shares authorized

Series A-1 preferred stock, $ 0.001 par value, 50,000,000 and nil shares authorized, 11,801,804 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively

Series B preferred stock, $ 0.001 par value, 50,000,000 and nil shares authorized, 30,851 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively

Series A-1 preferred stock, $ 0.001 par value, 50,000,000 shares authorized, 11,801,804 shares issued and outstanding as of December 31, 2025 and 2024

Series B preferred stock, $ 0.001 par value, 50,000,000 shares authorized, 30,851 shares issued and outstanding as of December 31, 2025 and 2024

Common stock, $ 0.001 par value;

150,000,000,000 and 484,125,000 shares authorized, 138,143,817 and 33,240,991 shares issued and outstanding as of December 31, 2024 and 2023, respectively #

150,000,000,000 shares authorized, 175,288,522 and 138,143,814 shares issued and outstanding as of December 31, 2025 and 2024, respectively

Series A-1 preferred stock to be issued

3 unchanged sentences

Accumulated deficit

Total stockholders’ equity (deficit)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

# Giving retroactive effect to the forward stock split and reverse stock split (see Note 19)

* Giving retroactive effect to the AGBA Domestication completed on October 15, 2024 (see Note 1)

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* Less than $1,000

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Condensed Statements of Operations

For the years ended

For the years ended December 31,

Operating cost and expenses:

8 unchanged sentences

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Sundry income

2 unchanged sentences

Income tax expense

TRILLER GROUP INC.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER

31, 2025 AND 2024

(Currency expressed in

United States Dollars in thousand (“US$’000”), except for number of shares)

Condensed Statement of Cash Flows

4 unchanged sentences

Change in fair value of warrant liabilities

Change in fair value of forward share purchase liability

Loss on settlement of forward share purchase agreement

Interest income from promissory note receivable, related party

Interest income from promissory notes receivable, related party

Interest expenses on borrowings

Change in operating assets and liabilities:

Amount due from subsidiaries

Other payables and accrued liabilities

4 unchanged sentences

Cash flows from financing activities:

Proceeds from borrowings

Proceeds from exercising of warrants

Advances to related companies

Proceeds from convertible promissory note payables

Settlement of forward share purchase agreement

Proceeds from private placement

Net cash provided by (used in) financing activities

Net change in cash and cash equivalents

Net cash provided by financing activities

Net change in cash, cash equivalent and restricted cash

BEGINNING OF YEAR

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 9A. Controls and Procedures