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Item 2. Management’s Discussion and Analysis

2026-08-13 compared with 2026-05-13 · 454 added, 559 removed, 53 unchanged (95% of the section changed)

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

in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company”

refer to Triller Group Inc.

References to our “management” or our “management team” refer to our officers and

The following discussion and analysis of the Company’s financial condition and results of operations should be read

in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly

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

risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and

Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to

differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for

future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important

factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to

the Risk Factors section included in our 2023 Annual Report filed with the U.S.

References in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company” refer to Triller Group Inc.

References to our “management” or our “management team” refer to our officers and directors.

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section included in our 2023 Annual Report filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly

required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements

whether as a result of new information, future events or otherwise.

Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Triller Group Inc.

is a technology and media company

organized around a two-pillar operating architecture designed to integrate premium sports content and financial services.

The Company’s

refined strategy centers on deploying catalytic growth capital to build a unified platform combining (i) premium sports and live-event

assets including Bare Knuckle Fighting Championship (“ BKFC ”), and (ii) the Company’s Hong Kong operations (“ AGBA

Hong Kong ”), which provide established financial services and distribution infrastructure.

This integrated ecosystem is intended

to create multiple, reinforcing revenue streams across content, transactions and financial products.

For the fiscal year ended December 31, 2025, all

of the Company’s revenue of $21.6 million was generated by AGBA Hong Kong.

This revenue concentration reflects a strategic reset

year during which the Company rationalized legacy operations, shut down non-viable platforms, and defined a revised operating architecture.

The Company’s forward strategy is designed to diversify revenue generation across the two-pillar structure described above, with

BKFC expected to contribute premium sports inventory, and AGBA expected to continue providing financial services revenue while supporting

platform-wide transaction processing.

The Company’s premium sports and content

strategy includes assets such as BKFC and an ownership interest in Tottenham Hotspur.

BKFC is a professional combat-sports promotion with

global distribution across more than 60 countries and regulatory position as a leading legal bare-knuckle promotion, enhanced by the commercial

impact of Conor McGregor’s ownership and brand association.

In June 2025, Yorkville effected a foreclosure that resulted in the

transfer of 3,000,000 BKFC shares, representing approximately 17.66% of BKFC’s outstanding equity, following Yorkville’s allegations

of default under a convertible promissory note.

As a result, the Company’s beneficial ownership in BKFC decreased from approximately

55.8% to approximately 38.1%, and its board designation rights were removed.

The Company intends to seek to restore majority ownership

and operating control through targeted share purchases, although there can be no assurance that such purchases will be completed.

The Company’s financial infrastructure is

anchored by its Hong Kong subsidiaries, which operate an established wealth management, healthcare and financial services platform serving

over 400,000 individual and corporate customers.

is a technology and media company organized around a two-pillar operating architecture designed to integrate premium sports content and financial services.

The Company’s refined strategy centers on deploying catalytic growth capital to build a unified platform combining (i) premium sports and live-event assets including Bare Knuckle Fighting Championship (“BKFC”), and (ii) the Company’s Hong Kong operations (“AGBA Hong Kong”), which provide established financial services and distribution infrastructure.

This integrated ecosystem is intended to create multiple, reinforcing revenue streams across content, transactions and financial products.

For the fiscal year ended December 31, 2025, all of the Company’s revenue of $21.6 million was generated by AGBA Hong Kong.

This revenue concentration reflects a strategic reset year during which the Company rationalized legacy operations, shut down non-viable platforms, and defined a revised operating architecture.

The Company’s forward strategy is designed to diversify revenue generation across the two-pillar structure described above, with BKFC expected to contribute premium sports inventory, and AGBA expected to continue providing financial services revenue while supporting platform-wide transaction processing.

The Company’s premium sports and content strategy includes assets such as BKFC and an ownership interest in Tottenham Hotspur.

BKFC is a professional combat-sports promotion with global distribution across more than 60 countries and regulatory position as a leading legal bare-knuckle promotion, enhanced by the commercial impact of Conor McGregor’s ownership and brand association.

In June 2025, Yorkville effected a foreclosure that resulted in the transfer of 3,000,000 BKFC shares, representing approximately 17.66% of BKFC’s outstanding equity, following Yorkville’s allegations of default under a convertible promissory note.

As a result, the Company’s beneficial ownership in BKFC decreased from approximately 55.8% to approximately 38.1%, and its board designation rights were removed.

The Company intends to seek to restore majority ownership and operating control through targeted share purchases, although there can be no assurance that such purchases will be completed.

The Company’s financial infrastructure is anchored by its Hong Kong subsidiaries, which operate an established wealth management, healthcare and financial services platform serving over 400,000 individual and corporate customers.

These operations represent the Company’s current revenue base and operating foundation.

The Hong Kong operations conduct business across four principal areas:

a technology-enabled platform business, a distribution business,

a healthcare business and a fintech investment and operating business.

The Company has pursued a strategy to expand and modernize these

operations into a combined platform and distribution model, offering (i) a B2B, technology-enabled broker management and advisory platform

for financial advisors (“ Platform Business ”) and (ii) a B2C portfolio of wealth management and healthcare products

(“ Distribution Business ”).

The Company also maintains a strategic presence in the healthcare sector through a 4% equity

interest in HCMPS (“ Healthcare Business ”) and operates fintech investments (“ FinTech Business ”).

Under this two-pillar architecture, the Company

is organized around two integrated business lines.

The first pillar, Distribution and Sports, includes assets such as BKFC, and is intended

to provide premium content, live events and high-engagement audiences.

The second pillar, Financial Infrastructure, is anchored by AGBA

and related fintech capabilities and provides the Company’s existing operating base, customer relationships and payment and settlement

infrastructure.

These pillars are intended to operate in a coordinated manner, with content engagement and financial services reinforcing

each other to support a focused and scalable operating model.

a technology-enabled platform business, a distribution business, a healthcare business and a fintech investment and operating business.

The Company has pursued a strategy to expand and modernize these operations into a combined platform and distribution model, offering (i) a B2B, technology enabled broker management and advisory platform for financial advisors (“Platform Business”) and (ii) a B2C portfolio of wealth management and healthcare products (“Distribution Business”).

The Company also maintains a strategic presence in the healthcare sector through a 4% equity interest in HCMPS (“ Healthcare Business ”) and operates fintech investments (“ FinTech Business ”).

Under this two-pillar architecture, the Company is organized around two integrated business lines.

The first pillar, Distribution and Sports, includes assets such as BKFC, and is intended to provide premium content, live events and high-engagement audiences.

The second pillar, Financial Infrastructure, is anchored by AGBA and related fintech capabilities and provides the Company’s existing operating base, customer relationships and payment and settlement infrastructure.

These pillars are intended to operate in a coordinated manner, with content engagement and financial services reinforcing each other to support a focused and scalable operating model.

Corporate History

The Company was originally incorporated on October

8, 2018 in the British Virgin Islands as a special purpose acquisition company under the name AGBA Acquisition Limited.

Following a series

of business combination transactions, the company changed its name to AGBA Group Inc.

The Company was originally incorporated on October 8, 2018 in the British Virgin Islands as a special purpose acquisition company under the name AGBA Acquisition Limited.

Following a series of business combination transactions, the company changed its name to AGBA Group Inc.

and subsequently redomiciled to Delaware.

On October 15, 2024, the Company consummated a

merger transaction with Triller Corp., a Delaware corporation, pursuant to an Amended and Restated Agreement and Plan of Merger.

this merger, the Company changed its name to Triller Group Inc.

On October 15, 2024, the Company consummated a merger transaction with Triller Corp., a Delaware corporation, pursuant to an Amended and Restated Agreement and Plan of Merger.

Following this merger, the Company changed its name to Triller Group Inc.

BKFC — Premium Sports Content

BKFC is a professional combat-sports promotion

that the Company believes represents a strategically important sports asset.

As described above, following the June 2025 Yorkville foreclosure,

the Company’s beneficial ownership in BKFC decreased to approximately 38.1%, and the Company intends to seek to restore majority

ownership and operating control through targeted share purchases.

The Company believes BKFC represents a high-value

sports and media asset due to its global distribution across more than 60 countries, its regulatory position as a leading legal bare-knuckle

promotion, and the commercial impact of Conor McGregor’s ownership and brand association.

Upon restoration of operating control,

BKFC is expected to function as a core sports and live-event asset within the Company’s platform.

BKFC is a professional combat-sports promotion that the Company believes represents a strategically important sports asset.

As described above, following the June 2025 Yorkville foreclosure, the Company’s beneficial ownership in BKFC decreased to approximately 38.1%, and the Company intends to seek to restore majority ownership and operating control through targeted share purchases.

The Company believes BKFC represents a high-value sports and media asset due to its global distribution across more than 60 countries, its regulatory position as a leading legal bare-knuckle promotion, and the commercial impact of Conor McGregor’s ownership and brand association.

Upon restoration of operating control, BKFC is expected to function as a core sports and live-event asset within the Company’s platform.

BKFC Within the Company’s Platform

Under unified control, the Company expects BKFC

to enable coordinated monetization across advertising, content distribution and financial services.

BKFC’s live events are intended

to provide premium, time-bound sports inventory that can be monetized through multiple channels, including pay-per-view and streaming

distribution through FITE, fan engagement and sweepstakes activity through Eight Sweeps, and payment processing and settlement through

AGBA’s financial infrastructure.

In this structure, a BKFC event is intended to operate as a multi-layer commercial activation rather

than a single-revenue fight card.

The Company further believes that BKFC’s

global distribution footprint and Conor McGregor’s involvement as an owner and brand ambassador enhance the attractiveness of this

sports inventory to advertisers and partners.

Together with planned sports-related initiatives, including the Company’s ownership

interest in Tottenham Hotspur, BKFC is expected to contribute to a broader sports content portfolio that expands monetization opportunities

across the Company’s platform.

Strategic rationale

for regaining control of BKFC

A core priority of the

Company’s growth strategy is the reacquisition of a controlling interest in BKFC.

The Company intends to direct a portion of the

rights offering proceeds towards acquiring additional shares in BKFC, thereby restoring majority ownership and operational authority.

The Company views this initiative as a compelling capital allocation opportunity based on operational familiarity with the asset and the

belief that BKFC’s commercial potential remains substantially unexploited under the current ownership structure.

In June 2025, a foreclosure

action executed by Yorkville, following an alleged default under a convertible promissory note, resulted in the transfer of approximately

17.66% of BKFC’s shares to Yorkville.

Under unified control, the Company expects BKFC to enable coordinated monetization across advertising, content distribution and financial services.

BKFC’s live events are intended to provide premium, time-bound sports inventory that can be monetized through multiple channels, including pay-per-view and streaming distribution through FITE, fan engagement and sweepstakes activity through Eight Sweeps, and payment processing and settlement through AGBA’s financial infrastructure.

In this structure, a BKFC event is intended to operate as a multi-layer commercial activation rather than a single-revenue fight card.

The Company further believes that BKFC’s global distribution footprint and Conor McGregor’s involvement as an owner and brand ambassador enhance the attractiveness of this sports inventory to advertisers and partners.

Together with planned sports-related initiatives, including the Company’s ownership interest in Tottenham Hotspur, BKFC is expected to contribute to a broader sports content portfolio that expands monetization opportunities across the Company’s platform.

Strategic rationale for regaining control of BKFC

A core priority of the Company’s growth strategy is the reacquisition of a controlling interest in BKFC.

The Company intends to direct a portion of the rights offering proceeds towards acquiring additional shares in BKFC, thereby restoring majority ownership and operational authority.

The Company views this initiative as a compelling capital allocation opportunity based on operational familiarity with the asset and the belief that BKFC’s commercial potential remains substantially unexploited under the current ownership structure.

In June 2025, a foreclosure action executed by Yorkville, following an alleged default under a convertible promissory note, resulted in the transfer of approximately 17.66% of BKFC’s shares to Yorkville.

This reduced the Company’s beneficial ownership from approximately 55.8% to 38.1%.

Company is actively pursuing the reacquisition of shares from Yorkville and other identified minority stakeholders.

The restoration of controlling

interest is fundamental to unlocking the full spectrum of value that BKFC offers.

With operational control reinstated, we will be able

to implement a unified commercial strategy that synchronizes content creation, sponsorship activation, streaming distribution, fan engagement

initiatives, and capital deployment across the integrated platform.

Integration and

platform synergies

BKFC’s value is

maximized when fully embedded within the Company’s broader ecosystem.

Under unified control, each BKFC event becomes a multi-dimensional

commercial activation:

The Company is actively pursuing the reacquisition of shares from Yorkville and other identified minority stakeholders.

The restoration of controlling interest is fundamental to unlocking the full spectrum of value that BKFC offers.

With operational control reinstated, we will be able to implement a unified commercial strategy that synchronizes content creation, sponsorship activation, streaming distribution, fan engagement initiatives, and capital deployment across the integrated platform.

Integration and platform synergies

BKFC’s value is maximized when fully embedded within the Company’s broader ecosystem.

Under unified control, each BKFC event becomes a multi-dimensional commercial activation:

● Advertising:

The Company’s advertising capabilities are deployed to run targeted brand campaigns in conjunction with BKFC events.

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All event-related transactions are processed via AGBA’s robust payments infrastructure, ensuring seamless user experiences and enabling cross selling of financial services.

This integrated approach

transforms a single BKFC fight night into a convergence of advertising, media distribution, gaming, and financial transactions—delivering

four distinct revenue streams from one event.

Such synergies are only achievable with operational control, which allows for coordinated

marketing, unified data strategies, and seamless monetization across all business lines.

The planned partnership

with Tottenham Hotspur will further amplify the Company’s sports content portfolio, combining combat sports and Premier League football

to establish a unique, highly attractive inventory for sponsors, fans, and commerce partners.

Commercial potential

and competitive advantages

The Company believes

that the market is materially undervaluing BKFC at present, given the asset’s strategic attributes:

exclusive regulatory status

as the leading legal bare-knuckle promotion, established distribution in over 60 countries, and the commercial appeal of global sports

icon Conor McGregor as both owner and brand ambassador.

The Company believes the management of BKFC will have the capacity to attract

new growth capital, fully integrate BKFC into its advertising and gaming platforms, and participate directly in the expansion of McGregor’s

global brand.

Beyond event revenues,

the control of premium sports inventory serves as a catalyst for audience growth, deepening engagement, and broadening monetization.

ability to coordinate live event programming, targeted advertising, interactive gaming, and financial services around a single sports

asset represents a competitive advantage that is difficult to replicate.

The platform’s multi-pillar architecture enables the Company

to capture a larger share of the value chain, maximizing returns for shareholders and positioning the Company for sustained growth.

Financial Infrastructure – AGBA Hong

AGBA Hong Kong serves as our established operating

base and financial infrastructure layer.

While not the primary driver of the Group’s growth narrative, AGBA Hong Kong provides the

operational credibility, distribution capability and regulated foundation upon which the Group’s newer platforms are being developed.

AGBA Hong Kong is a long-standing, regulated franchise

with a history of over 30 years.

It currently generates all of the Group’s revenue and has entered a clear path toward sustainable

profitability.

Its existing operations provide core capabilities including payment processing, regulatory and compliance infrastructure,

banking relationships and a sizeable, recurring customer base.

These capabilities enable us to scale new initiatives more efficiently

than platforms that must first build a financial and regulatory layer from the ground up.

AGBA Hong Kong’s distribution strength is

anchored in its consultant network and digital “OnePlatform” ecosystem, which together support client acquisition,

servicing and monetization across multiple product categories.

The “OnePlatform” is intended to support customer engagement,

product distribution and monetization across AGBA Hong Kong’s existing customer base.

As OnePlatform continues to develop, we expect

it to enable deeper monetization and contribute to improved margin profile through increased customer activity and wallet share.

AGBA Hong Kong currently serves approximately

200,000 customers in Hong Kong providing the Group with an established audience and distribution channel.

This customer base represents

a natural entry point for selected digital entertainment, rewards and engagement offerings developed across the wider platform, without

incurring the customer acquisition costs typically associated with early-stage digital platforms.

AGBA Hong Kong’s operating business is structured

This integrated approach transforms a single BKFC fight night into a convergence of advertising, media distribution, gaming, and financial transactions—delivering four distinct revenue streams from one event.

Such synergies are only achievable with operational control, which allows for coordinated marketing, unified data strategies, and seamless monetization across all business lines.

The planned partnership with Tottenham Hotspur will further amplify the Company’s sports content portfolio, combining combat sports and Premier League football to establish a unique, highly attractive inventory for sponsors, fans, and commerce partners.

Commercial potential and competitive advantages

The Company believes that the market is materially undervaluing BKFC at present, given the asset’s strategic attributes:

exclusive regulatory status as the leading legal bareknuckle promotion, established distribution in over 60 countries, and the commercial appeal of global sports icon Conor McGregor as both owner and brand ambassador.

The Company believes the management of BKFC will have the capacity to attract new growth capital, fully integrate BKFC into its advertising and gaming platforms, and participate directly in the expansion of McGregor’s global brand.

Beyond event revenues, the control of premium sports inventory serves as a catalyst for audience growth, deepening engagement, and broadening monetization.

The ability to coordinate live event programming, targeted advertising, interactive gaming, and financial services around a single sports asset represents a competitive advantage that is difficult to replicate.

The platform’s multi-pillar architecture enables the Company to capture a larger share of the value chain, maximizing returns for shareholders and positioning the Company for sustained growth.

Financial Infrastructure – AGBA Hong Kong

AGBA Hong Kong serves as our established operating base and financial infrastructure layer.

While not the primary driver of the Group’s growth narrative, AGBA Hong Kong provides the operational credibility, distribution capability and regulated foundation upon which the Group’s newer platforms are being developed.

AGBA Hong Kong is a long-standing, regulated franchise with a history of over 30 years.

It currently generates all of the Group’s revenue and has entered a clear path toward sustainable profitability.

Its existing operations provide core capabilities including payment processing, regulatory and compliance infrastructure, banking relationships and a sizeable, recurring customer base.

These capabilities enable us to scale new initiatives more efficiently than platforms that must first build a financial and regulatory layer from the ground up.

AGBA Hong Kong’s distribution strength is anchored in its consultant network and digital “OnePlatform” ecosystem, which together support client acquisition, servicing and monetization across multiple product categories.

The “OnePlatform” is intended to support customer engagement, product distribution and monetization across AGBA Hong Kong’s existing customer base.

As OnePlatform continues to develop, we expect it to enable deeper monetization and contribute to improved margin profile through increased customer activity and wallet share.

AGBA Hong Kong currently serves approximately 200,000 customers in Hong Kong providing the Group with an established audience and distribution channel.

This customer base represents a natural entry point for selected digital entertainment, rewards and engagement offerings developed across the wider platform, without incurring the customer acquisition costs typically associated with early-stage digital platforms.

AGBA Hong Kong’s operating business is structured as follows:

Platform Business

The Platform Business is a one-stop financial

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

We operate under the “ OnePlatform ”

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

advisors to advise and serve their retail clients.

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

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

The Platform business, through TAG International

Limited and its subsidiaries, is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong

sourced from leading global product providers.

The Platform Business was set up to take advantage

of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong.

We were already

servicing a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art

technological and operational infrastructure.

The Platform Business now operates this full-service

platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers,

and individual independent financial advisors that are looking for support in advising and serving their retail clients.

Our technology-enabled Platform Business offers

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

lending and real estate agency.

In addition to its unrivaled product-shelf, the

Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive customer services,

and training support.

Currently, our platform financial services and

investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident

Fund (MPF) products, and international real estate referral and brokerage services.

The OnePlatform brand currently covers 80 insurance

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

The Platform Business is a one-stop financial supermarket with a breadth of products and services, sourced from leading global product providers, that is unrivaled in Hong Kong.

We operate under the “ OnePlatform ” brand, offering a full-service platform to banks, other financial institutions, family offices, brokers, and individual independent financial advisors to advise and serve their retail clients.

Our technology-enabled platform offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, mutual funds, money lending and real estate agency.

The Platform business, through TAG International Limited and its subsidiaries, is a one-stop financial upermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global product providers.

The Platform Business was set up to take advantage of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong.

We were already servicing a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art technological and operational infrastructure.

The Platform Business now operates this full-service platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers, and individual independent financial advisors that are looking for support in advising and serving their retail clients.

Our technology-enabled Platform Business offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money lending and real estate agency.

In addition to its unrivaled product-shelf, the Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive customer services, and training support.

Currently, our platform financial services and investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident Fund (MPF) products, and international real estate referral and brokerage services.

The OnePlatform brand currently covers 71 insurance providers selling 1,224 products, and 41 asset management fund houses with over 664 products.

Distribution Business

The Distribution Business currently operates as

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

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

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

The Distribution Business’s main sources

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

It recognizes commission income from the

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

The financial advisors, organized under two brands

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

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

They target to bring

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

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

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

As of December 31, 2025, we worked with 338 independent

financial advisors.

The Distribution Business currently operates as a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary in Hong Kong, providing financial planning and wealth management services to institutional and individual customers with its team of over 1,500 independent financial advisors.

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

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

It recognizes commission income from the insurance providers based on the sale of insurance products at predetermined insurance premium rates according to the types of products sold.

The financial advisors, organized under two brands of “AGBA focus” and “AGBA perform”, are the primary distribution channels for the Distribution Business.

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

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

Marketing activities of the Distribution Business include sales campaigns and invitations to corporate events, at which new customers are mainly solicited through direct conversation or meetings between financial advisors and retail customers.

As of June 30, 2026, we worked with 306 independent financial advisors.

Healthcare Business

We own a 4% minority shareholding in HCMPS Healthcare

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

The Company, through

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

Founded in 1979 and currently operating under

Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed

healthcare brands in Hong Kong.

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

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

JFA’s clients include blue chip companies from various

industry and leading insurers.

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

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

Founded in 1979 and currently operating under the Dr.

Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare brands in Hong Kong.

It has a network of over 700 healthcare service providers — providing healthcare schemes for more than 120 corporate clients with over 300,000 scheme members.

JFA’s clients include blue chip companies from various industry and leading insurers.

Apart from Hong Kong, JFA is the largest operator in Macau with around 85 clinics.

JFA has a long-standing track record of operating

as a low-cost, high efficiency operation.

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

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

FinTech Business

Fintech manages an ensemble of financial technology

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

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

in health, insurance, investments and social sharing.

Fintech’s business aims to create value

on three fronts:

Fintech manages an ensemble of financial technology (fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA Group Limited (formerly known as Tandem Money Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform with a broad spectrum of services and value added information in health, insurance, investments and social sharing.

Fintech’s business aims to create value on three fronts:

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

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Realizing financial returns from its fintech investments.

Tandem Money Limited (“ Tandem ”)

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

It operates a “digital

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

Founded in 2013, Tandem provides

an app-based retail bank service for its customers.

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

mortgages, loans and credit cards.

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

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

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

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

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

Through its app, customers can access retail banking services comprising deposits, mortgages, loans and credit cards.

Tandem also leverages digital wealth management to cross-sell and offers value-added services such as cash management across bank accounts, savings, debt management, and financial planning.

2) CurrencyFair

CurrencyFair is an online peer-to-peer currency

exchange marketplace.

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

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

Since then, CurrencyFair has continued to grow its consumer

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

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

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

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

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

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

Revenue growth depends on

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

customer acquisition execution.

The Company intends to work closely with CurrencyFair

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

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

CurrencyFair’s domain expertise,

technology, and operational experience are expected to be leveraged as part of a wider strategy to improve services to assist customers

to manage their finances.

Goxip is a fashion media platform based in Hong Kong

with over one million high-end fashion shoppers.

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

brands for lead generation, launching and monetizing marketing campaigns.

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

TAG Technologies first invested into CurrencyFair in 2018, through an investment of approximately €6,000,000 and the merger of AGBA’s then existing payments business with CurrencyFair.

Since then, CurrencyFair has continued to grow its consumer money transfer business focused on white-collar expat customers transferring money between selected European and Australian corridors.

CurrencyFair is now a global money transfer member organization that has exchanged more than €10 billion, with offices located in Ireland, UK, Singapore, Hong Kong and Australia.

We believe that CurrencyFair’s scaling plan relies on expanding its consumer-to-consumer (C2C) business to new US and Asia corridors, while acquiring small and medium enterprise (SME) customers directly and through an enterprise sales model handling primarily Chinese merchant payments for cross-border e-commerce marketplaces.

Revenue growth depends on how successfully CurrencyFair scales transfer volumes in new C2C corridors and new SME businesses based on proposition development and customer acquisition execution.

The Company intends to work closely with CurrencyFair as it builds out its Asian franchise, and intends to offer CurrencyFair’s unique currency marketplace to customers in Hong Kong as well as introducing enhanced Asian currency services to CurrencyFair’s international customers.

CurrencyFair’s domain expertise, technology, and operational experience are expected to be leveraged as part of a wider strategy to improve services to assist customers to manage their finances.

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

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

We currently own a 3.30% equity interest in Goxip.

4) HCMPS Healthcare Holdings Limited

HCMPS Healthcare Holdings Limited (“HCMPS”)

is a healthcare management organization based in Hong Kong.

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

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

HCMPS offers its patients a full range of medical services,

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

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

Founded in 1979, it has over 700 network service branches providing healthcare schemes for more than 120 corporate clients with over 300,000 scheme members.

HCMPS offers its patients a full range of medical services, including general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories, and imaging services.

we currently own a 4.00% equity interest in HCMPS.

Legacy Operations

The following section addresses the Company’s

legacy operations, which are distinct from the forward-looking two-pillar operating architecture described above.

Management believes

it is important to clearly distinguish between the Company’s current strategic direction and the historical operations that preceded

The following section addresses the Company’s legacy operations, which are distinct from the forward-looking two-pillar operating architecture described above.

Management believes it is important to clearly distinguish between the Company’s current strategic direction and the historical operations that preceded it.

Historical Triller Operations

The Company historically operated the Triller

app, a short-form video platform offering both user-generated and professionally produced content.

In July 2025, following an internal

assessment that determined the platform lacked a viable path to scalable or sustainable economics, management made the decision to restructure

the legacy Triller app.

As of the date of this prospectus, the Company has no revenues generated from social media or sports streaming

operations as the legacy social media activities are under restructure.

Going forward, the Company’s operations

will be centered on the Eight operating architecture, which prioritizes premium content and events through BKFC and other sports assets,

and a regulated financial and distribution platform through AGBA Hong Kong.

These business lines are designed to replace the discontinued

legacy operations with revenue streams offering clearer visibility, stronger unit economics, and scalable operating leverage.

This strategic

shift reflects a fundamental reset—moving from audience-led growth to infrastructure-driven operations.

of Operations

of the Three Months Ended March 31, 2026 and 2025:

following tables set forth our results of operations for the periods presented in U.S.

The Company historically operated the Triller app, a short-form video platform offering both user-generated and professionally produced content.

In July 2025, following an internal assessment that determined the platform lacked a viable path to scalable or sustainable economics, management made the decision to restructure the legacy Triller app.

As of the date of this prospectus, the Company has no revenues generated from social media or sports streaming operations as the legacy social media activities are under restructure.

Going forward, the Company’s operations will be centered on the Eight operating architecture, which prioritizes premium content and events through BKFC and other sports assets, and a regulated financial and distribution platform through AGBA Hong Kong.

These business lines are designed to replace the discontinued legacy operations with revenue streams offering clearer visibility, stronger unit economics, and scalable operating leverage.

This strategic shift reflects a fundamental reset—moving from audience-led growth to infrastructure-driven operations.

Results of Operations

Comparison of the Three Months Ended June 30, 2026 and 2025:

The following tables set forth our results of operations by segments presented in U.S.

dollars (in thousands):

the three months ended March 31, 2026

Three months ended June 30, 2026

streaming Financial

services Corporate Elimination Consolidated

Commission $ — $ — $ 4,930 $ — $ — $ 4,930

Recurring asset management service fees — — 296 — — 296

Total revenue — — 5,226 — — 5,226

Operating expenses

Commission expense — — (3,624 ) — — (3,624 )

Sales and marketing expenses 24 — (20 ) (99 ) — (95 )

Research and development expenses (77 ) — (211 ) — — (288 )

Personal and benefit expenses (2,779 ) (94 ) (41 ) (5,406 ) — (8,320 )

Legal and professional fee (12,916 ) (73 ) 42 (2,080 ) — (15,027 )

Other general and administrative expenses (10 ) (29 ) (137 ) (308 ) — (484 )

Total operating expenses (15,758 ) (196 ) (3,991 ) (7,893 ) — (27,838 )

Other income (expense)

Interest income — — 1 — — 1

asset management service fees

and marketing expenses

and development expenses

and benefit expenses

and professional fee

and operating fee, related party

for allowance for expected credit losses

general and administrative expenses

Interest expense (3,268 ) (21 ) (55 ) (2,182 ) — (5,526 )

Foreign exchange gain (loss), net — 3 2 (189 ) — (184 )

Investment gain, net — — 1 — — 1

Sundry income — — 20 3 — 23

Total other expense, net (3,268 ) (18 ) (31 ) (2,368 ) — (5,685 )

Income tax expense — — (72 ) — — (72 )

Net (loss) income $ (19,026 ) $ (214 ) $ 1,132 $ (10,261 ) $ — $ (28,369 )

For the Three Months ended June 30, 2025

streaming Financial

services Corporate Elimination Consolidated

Loans interest income $ — $ — $ 17 $ — $ — $ 17

Commission — — 5,228 — — 5,228

Recurring asset management service fees — — 270 — — 270

Total revenue — — 5,515 — — 5,515

Operating expenses

income (expense), net

exchange (loss) gain, net

debts recovered

other income (expense), net

the Three Months ended March 31, 2025

Commission expense — — (3,308 ) — — (3,308 )

Sales and marketing expenses — — (70 ) — — (70 )

Research and development expenses (1,114 ) (17 ) (53 ) (198 ) — (1,382 )

Personal and benefit expenses (4,182 ) (53 ) (36 ) (16,898 ) — (21,169 )

Legal and professional fee — — — (5,931 ) — (5,931 )

Office and operating fee, related party — — — (1,187 ) — (1,187 )

Provision for allowance for expected credit losses — — (91 ) — — (91 )

Other general and administrative expenses (491 ) (162 ) (4,430 ) 3,871 — (1,212 )

Total operating expenses (5,787 ) (232 ) (7,988 ) (20,343 ) — (34,350 )

Other income (expense)

Interest income — — 3 — — 3

asset management service fees

fees and paid-per-view fees

and development expense

and benefit expense

and professional fee

and operating fee, related party

for allowance for expected credit losses

general and administrative expenses

Interest expense (2,984 ) (28 ) (149 ) (2,009 ) — (5,170 )

Foreign exchange gain (loss), net 409 (41 ) 1,373 43 — 1,784

Sundry income — — 44 — — 44

Total other income (expense), net (2,575 ) (69 ) 1,271 (1,966 ) — (3,339 )

Income tax expense — — (31 ) — — (31 )

Net loss $ (8,362 ) $ (301 ) $ (1,233 ) $ (22,309 ) $ — $ (32,205 )

The following table summarizes the major operating revenues for the three months ended June 30, 2026 and 2025:

Three Months ended

2026 2025 Variance

(US$ in thousands) $ %

Business segment

Social media $ — $ — — —

Sports streaming — — — —

Financial services 5,226 5,515 (289 ) (5.24 )

TOTAL $ 5,226 $ 5,515 (289 ) (5.24 )

Social media and Sports streaming

Following the acquisition in October 2024, Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments:

social media and sports streaming.

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

The technology platform integrated from Triller Corp.

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

In additions, the SaaS platform provides our customers a detailed dashboard to measure all creator driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding creators with per-transaction incentives for enabling e-commerce transactions.

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

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

The technology platform provides streaming services that acquires content licensing from various sport and entertainment franchises to provide a content rich environment for both subscription based and pay-per-view consumption both across a variety of platforms including mobile phones, tablets, PCs, streaming devices, set-top-boxes and connected TVs.

Revenue from streaming subscriptions is recognized ratably over the life of a subscription and revenue from streaming pay-per-view events is recognized at the time the event airs.

No revenue from social media and sports streaming business segments were generated during the three months ended June 30, 2026 and 2025.

Financial services

Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income.

Income from financial services slightly decreased by $0.3 million or 5.24% from $5.5 million for the three months ended June 30, 2025 to $5.2 million for the three months ended June 30, 2026.

Operating Expenses

income (expense)

exchange gain, net

debts written-off

Commission expense

The commission expense related to financial services increased by $0.3 million, or 9.55% from $3.3 million for the three months ended June 30, 2025 to $3.6 million for the three months ended June 30, 2026.

The increase was mainly attributed to our new sales compensation scheme launched during the three months ended June 30, 2026.

Sales and marketing expense

Sales and marketing expense slightly increased by $0.03 million or 35.71% from $0.07 million for the three months ended June 30, 2025 to $0.1 million for the three months ended June 30, 2026.

Research and development expense

Research and development expense decreased by $1.1 million, or 79.2% from $1.4 million for the three months ended June 30, 2025 to $0.3 million for the three months ended June 30, 2026.

The decrease was primarily due to the decrease in headcounts.

Personnel and benefit expenses

Personnel and benefit expenses primarily consist of personnel-related costs and benefits and stock-based compensation costs for our administrative, legal, human resources, information technology, corporate development, finance and accounting employees and executives.

Three months ended

2026 2025 Variance

(US$ in thousands) $ %

Personnel and benefit $ 4,812 $ 6,977 (2,165 ) (31.03 )

Stock-based compensation 3,508 14,192 (10,684 ) (75.28 )

TOTAL $ 8,320 $ 21,169 (12,849 ) (60.70 )

Personnel and benefit cost decreased by $2.2 million, or 31.03% from $7.0 million for the three months ended June 30, 2025 to $4.8 million for the three months ended June 30, 2026.

The decrease was primarily attributable to the decrease in headcounts.

Stock-based compensation for executive directors and employees decreased by $10.7 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

The decrease was primarily due to the decrease in the amortization of the fair value of restricted share units due to the vested shares in 2026.

The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

Legal and professional fee

Legal and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.

Three months ended

2026 2025 Variance

(US$ in thousands) $ %

Legal and professional fee $ 15,027 $ 3,018 12,009 397.91

Stock-based compensation — 2,913 (2,913 ) (100.00 )

TOTAL $ 15,027 $ 5,931 9,096 153.36

Legal and professional fees increased by $12.0 million, or 397.91%, from $3.0 million for three months ended June 30, 2025, to $15.0 million for three months ended June 30, 2026.

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

and its subsidiaries.

Consulting fees under stock-based compensation decreased by $2.9 million or 100.00% for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025.

The decrease was mainly due to there was no corporate strategic consultancy and business marketing service incurred during the three months ended June 30, 2026.

Provision for allowance for expected credit losses

In accordance with Accounting Standards Codification (“ASC”) Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments and others receivable which is recorded as a liability to offset the receivables.

For the three months ended June 30, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was nil and $0.09 million, respectively.

Other general and administrative expenses

Other general and administrative expenses of social media and sports streaming segments primarily consist of professional service fees, business process outsourcing costs, music licensing, and insurance premiums.

Other general and administrative expenses of financial services and corporate segments primarily consist of rent and facilities expenses allocated based upon total direct costs, depreciation and amortization expenses, and other corporate expenses that are not allocated to the above expense categories.

The aggregate other general and administrative expenses decreased by $0.7 million, or 60.15% from $1.2 million for the three months ended June 30, 2025 to $0.5 million for the three months ended June 30, 2026.

The decrease was primarily attributable to the absence of certain non-recurring expenses incurred in the prior period.

Other income (expense), net

income (loss)

The following

table summarizes the major operating revenues for the three months ended March 31, 2026 and 2025:

the three months ended

in thousands)

Other income (expense), net consist of interest income, investment income, net, sundry income and offset by interest expense and foreign exchange loss, net.

For the three months ended June 30, 2026 and 2025, the aggregate other expense, net increased by $2.3 million or 70.26%.

The increase was mainly attributable to the increase in interest expense of $0.3 million and increase in foreign exchange loss, net of $2.0 million.

Net loss decreased by $3.8 million, or 11.91% for the three months ended June 30, 2026, as compared to June 30, 2025.

The decrease was primarily due to the decrease in operating expenses and offset by the increase in total other expense, net in three segments.

Comparison of the Six Months Ended June 30, 2026 and 2025:

The following tables set forth our results of operations by segments presented in U.S.

dollars (in thousands):

Six months ended June 30, 2026

Social media Sports

streaming Financial

services Corporate Elimination Consolidated

Commission $ — $ — $ 9,686 $ — $ — $ 9,686

Recurring asset management service fees — — 570 — — 570

Total revenue — — 10,256 — — 10,256

Operating expenses

Commission expense — — (7,094 ) — — (7,094 )

Sales and marketing expenses (24 ) — (52 ) (253 ) — (329 )

Research and development expenses (390 ) — (433 ) — — (823 )

Personal and benefit expenses (5,560 ) (749 ) (64 ) (18,395 ) — (24,768 )

Legal and professional fee (20,096 ) (144 ) (43 ) (2,530 ) — (22,813 )

Office and operating fee, related party — — — (663 ) — (663 )

Provision for allowance for expected credit losses — — (2 ) — — (2 )

Other general and administrative expenses (47 ) (68 ) (3,655 ) (326 ) — (4,096 )

Total operating expenses (26,117 ) (961 ) (11,343 ) (22,167 ) — (60,588 )

Other income (expense)

Interest income — — 3 — — 3

Interest expense (6,521 ) (31 ) (654 ) (2,820 ) — (10,026 )

Foreign exchange gain (loss), net — (17 ) 8 (387 ) — (396 )

Bad debts recovered — — 256 — — 256

Investment income, net — — 1 — — 1

Sundry income (expense) — — 358 (321 ) — 37

Total other expense, net (6,521 ) (48 ) (28 ) (3,528 ) — (10,125 )

Income tax expense — — (124 ) — — (124 )

Net loss $ (32,638 ) $ (1,009 ) $ (1,239 ) $ (25,695 ) $ — $ (60,581 )

Six months ended June 30, 2025

Social media Sports

streaming Financial

services Corporate Elimination Consolidated

Loans interest income $ — $ — $ 35 $ — $ — $ 35

Commission — — 9,644 — — 9,644

Recurring asset management service fees — — 617 — — 617

Total revenue — — 10,296 — — 10,296

Operating expenses

Commission expense — — (5,829 ) — — (5,829 )

Sales and marketing expenses — — (70 ) — — (70 )

Research and development expenses (2,303 ) (204 ) (98 ) (479 ) — (3,084 )

Personal and benefit expenses (8,071 ) (674 ) (111 ) (47,277 ) — (56,133 )

Legal and professional fee — — — (11,769 ) — (11,769 )

Office and operating fee, related party — — — (2,365 ) — (2,365 )

Provision for allowance for expected credit losses — — (138 ) — — (138 )

Other general and administrative expenses (4,891 ) (53 ) (6,119 ) 7,118 — (3,945 )

Total operating expenses (15,265 ) (931 ) (12,365 ) (54,772 ) — (83,333 )

Other income (expense)

Interest income 165 — 5 — — 170

Interest expense (5,402 ) (384 ) (310 ) (3,877 ) — (9,973 )

Foreign exchange gain (loss), net 409 (41 ) 2,518 43 — 2,929

Bad debts written-off (5,441 ) — — — — (5,441 )

Others — — 150 — — 150

Total other income (expense), net (10,269 ) (425 ) 2,363 (3,834 ) — (12,165 )

Income tax expense — — (55 ) — — (55 )

Net income (loss) $ (25,534 ) $ (1,356 ) $ 239 $ (58,606 ) $ — $ (85,257 )

The following table summarizes the major operating revenues for the six months ended June 30, 2026 and 2025:

Six months ended

2026 2025 Variance

(US$ in thousands) $ %

Business segment

Social media $ — $ — — —

Sports streaming — — — —

media and Sports streaming

the acquisition in October 2024, Triller Corp.’s operations have been consolidated into our operations, consisting of two major

business segments:

Financial services 10,256 10,296 (40 ) (0.39 )

TOTAL $ 10,256 $ 10,296 (40 ) (0.39 )

Social media and Sports streaming

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

The technology platform

integrated from Triller Corp.

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

and execution of advertising campaigns.

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

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

incentives for enabling e-commerce transactions.

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

a subscription.

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

services for premium content and events.

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

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

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

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

at the time the event airs.

revenue from social media and sports streaming business segments were generated during the three months ended March 31, 2026 and 2025.

services business segment mainly comprises of commission income, recurring assets management service income, and interest income.

from financial services slightly increased by $0.2 million or 5.21% from $4.8 million for the three months ended March 31, 2025 to $5.0

million for the three months ended March 31, 2026.

commission expense related to financial services increased by $0.9 million, or 37.64% from $2.5 million for the three months ended March

31, 2025 to $3.5 million for the three months ended March 31, 2026.

As a result of the increase in revenue associated with the financial

services, commission expense increased correspondingly.

and Marketing Expense

and marketing expense slightly increased by $0.2 million from $0.0 for the three months ended March 31, 2025 to $0.2 million for the

three months ended March 31, 2026.

and Development Expense

and development expense decreased by $1.2 million, or 68.57% from $1.7 million for the three months ended March 31, 2025 to $0.5 million

for the three months ended March 31, 2026.

The decrease was mainly attributed to the decrease in headcounts.

and benefit expenses

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

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

the three months ended

in thousands)

Following the acquisition in October 2024, Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments:

social media and sports streaming.

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

The technology platform integrated from Triller Corp.

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

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

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

Revenue from streaming subscriptions is recognized ratably over the life of a subscription and revenue from streaming pay-per-view events is recognized at the time the event airs.

No revenue from social media and sports streaming business segments were generated during the six months ended June 30, 2026 and 2025.

Financial services

Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income.

Income from financial services slightly decreased by $0.04 million or 0.39% from $10.3 million for the six months ended June 30, 2025 to $10.26 million for the six months ended June 30, 2026.

Operating Expenses

Commission expense

The commission expense related to financial services increased by $1.3 million, or 21.70% from $5.8 million for the six months ended June 30, 2025 to $7.1 million for the six months ended June 30, 2026.

The increase was mainly attributed to our new sales compensation scheme launched during the six months ended June 30, 2026.

Sales and marketing expenses

Sales and marketing expenses increased by $0.3 million or 370.00% from $0.07 million for the six months ended June 30, 2025 to $0.3 million for the six months ended June 30, 2026.

The increase was mainly attributed to a strategic corporate rebranding initiative, which included a series of targeted press releases to enhance market visibility.

Research and development expenses

Research and development expenses decreased by $2.3 million, or 73.31% from $3.1 million for the six months ended June 30, 2025 to $0.8 million for the six months ended June 30, 2026.

The decrease was primarily due the decrease in headcounts.

Personnel and benefit expenses

Six months ended

2026 2025 Variance

(US$ in thousands) $ %

Personnel and benefit $ 10,152 $ 14,766 (4,614 ) (31.25 )

Stock-based compensation 14,616 41,367 (26,751 ) (64.67 )

and benefit cost decreased by $2.5 million, or 31.45% from $7.8 million for the three months ended March 31, 2025 to $5.3 million for

the three months ended March 31, 2026.

The decrease was primarily attributed to the decrease in headcounts.

compensation for executive directors and employees decreased by $16.1 million or 59.12% from $27.2 million for the three months ended

March 31, 2025 to $11.1 million for the three months ended March 31, 2026.

The decrease was primarily due to the decrease in the amortization

of the fair value of restricted share units due to the vested shares in 2026.

The fair value of the restricted share units is recognized

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

and professional fee

and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.

the three months ended

in thousands)

TOTAL $ 24,768 $ 56,133 (31,365 ) (55.88 )

Personnel and benefit cost decreased by $4.6 million, or 31.25% from $14.8 million for the six months ended June 30, 2025 to $10.2 million for the six months ended June 30, 2026.

The decrease was primarily attributable to the decrease in headcounts.

Stock-based compensation for executive directors and employees decreased by $26.8 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

The decrease was primarily due to the decrease in the amortization of the fair value of restricted share units due to the vested shares in 2026.

The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

Legal and professional fee

Legal and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.

Six months ended

2026 2025 Variance

(US$ in thousands) $ %

Legal and professional fee $ 22,813 $ 7,280 15,533 213.37

Stock-based compensation — 4,489 (4,489 ) (100.00 )

and professional fees increased by $3.5 million, or 82.68%, from $4.3 million for three months ended March 31, 2025, to $7.8 million

for three months ended March 31, 2026.

The increase was primarily due to the additional legal and professional fees incurred by Triller

TOTAL $ 22,813 $ 11,769 11,044 93.84

Legal and professional fees increased by $15.5 million, or 213.37%, from $7.3 million for the six months ended June 30, 2025, to $22.8 million for the six months ended June 30, 2026.

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

and its subsidiaries.

fees under stock-based compensation decreased by $1.6 million or 100.00% for the three months ended March 31, 2026, as compared to the

three months ended March 31, 2025.

The decrease was mainly due to there was no corporate strategic consultancy and business marketing

service incurred during the three months ended March 31, 2026.

for allowance for expected credit losses

accordance with Accounting Standards Codification (“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 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.

three months ended March 31, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable,

loans receivable, notes receivable, and other receivables was $0.002 million and $0.05 million, respectively.

general and administrative expenses

general and administrative expenses of social media and sports streaming segments primarily consist of professional service fees, business

process outsourcing costs, music licensing, and insurance premiums.

general and administrative expenses of financial services and corporate segments primarily consist of rent and facilities expenses allocated

based upon total direct costs, depreciation and amortization expenses, and other corporate expenses that are not allocated to the above

expense categories.

aggregate other general and administrative expenses slightly increased by $0.9 million, or 32.16% from $2.7 million for the three months

ended March 31, 2025 to $3.6 million for the three months ended March 31, 2026.

Income (Expense), net

income (expense), net consist of interest income, bad debts recovered, sundry income and offset by interest expense and foreign exchange

the three months ended March 31, 2026, the aggregate other expenses, net decreased by $4.4 million or 49.69%.

The decrease was mainly

attributable to the decrease in bad debts written off from $5.4 million for the three months ended March 31, 2025 to bad debts recovered

of $0.3 million for the three months ended March 31, 2026.

loss decreased by $20.8 million, or 39.28% for the three months ended March 31, 2026, as compared to March 31, 2025.

The decrease was

primarily due to the decrease in operating expenses of $16.2 million and other expenses, net of $4.4 million.

and Capital Resources

have a history of operating losses and negative operating cash flows.

For the three months ended March 31, 2026, we reported a net loss

of $32.2 million and reported a negative operating cash flow of $3.7 million.

As of March 31, 2026, our cash balance was $2.2 million

for working capital use.

Our management estimates that currently available cash will not be able to provide sufficient funds to meet

the planned obligations for the next 12 months.

ability to continue as a going concern is dependent on our ability to successfully implement our plans.

Our management believes that

it will be able to continue to grow our revenue base and control expenditures.

In parallel, we continually monitor our capital structure

and operating plans and evaluates various potential funding alternatives that may be needed in order to finance our business development

activities, general and administrative expenses, and growth strategy.

These alternatives include external borrowings, raising funds through

public equity, or tapping debt markets.

Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives

and have access to the capital markets going forward.

The consolidated financial statements attached to this Form 10-K do not include

any adjustments that might result from the outcome of these uncertainties.

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

investment, regulatory and compliance costs.

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

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

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

raise capital in the capital markets.

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

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

Our management

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

the businesses operations.

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

debt or equity securities;

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

acceptable terms, or at all, in the future.

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

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

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

However, these forecasts

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

Our management has based this estimate on assumptions that

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

See “ Liquidity and Going Concern ”

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

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

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

We may also seek additional capital to fund our

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

To the extent that we raise additional capital through the future

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

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

The incurrence of debt financing would result in

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

our operations.

of March 31, 2026, we had cash and cash equivalents totaling $2.2 million, and $9.9 million in restricted cash.

of December 31, 2025, we had cash and cash equivalents totaling $2.3 million, and $10.3 million in restricted cash.

of the three months ended March 31, 2026 and 2025

following table summarizes our cash flows for the periods presented:

the three months ended

in thousands)

Consulting fees under stock-based compensation decreased by $4.5 million or 100.00% for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

The decrease was mainly due to there was no corporate strategic consultancy and business marketing service incurred during the six months ended June 30, 2026.

Provision for allowance for expected credit losses

For the six months ended June 30, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.002 million and $0.1 million, respectively.

Other general and administrative expenses

The aggregate other general and administrative expenses slightly increased by $0.2 million, or 3.80% from $3.9 million for the six months ended June 30, 2025 to $4.1 million for the six months ended June 30, 2026.

Other income (expense), net

Other income (expense), net consist of interest income, bad debts recovered, sundry income and offset by interest expense and foreign exchange loss, net.

For the six months ended June 30, 2026 and 2025, the aggregate other expense, net decreased by $2.0 million or 16.77%.

The decrease was mainly attributable to the decrease in bad debts written off from $5.4 million for the six months ended June 30, 2025 to bad debts recovered of $0.3 million for the six months ended June 30, 2026 and offset by the decrease in foreign exchange gain of $2.9 million for the six months ended June 30, 2025 to foreign exchange loss of $0.4 million for the six months ended June 30, 2026.

Net loss decreased by $24.7 million, or 28.94% for the six months ended June 30, 2026, as compared to June 30, 2025.

The decrease was primarily due to the decrease in operating expenses in three segments.

Liquidity and Capital Resources

Sources of Liquidity

We have a history of operating losses and negative operating cash flows.

For the six months ended June 30, 2026, we reported a net loss of $60.6 million and reported a negative operating cash flow of $5.0 million.

As of June 30, 2026, our cash balance was $2.1 million for working capital use.

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

Our ability to continue as a going concern is dependent on our ability to successfully implement our plans.

Our management believes that it will be able to continue to grow our revenue base and control expenditures.

In parallel, we continually monitor our capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses, and growth strategy.

These alternatives include external borrowings, raising funds through public equity, or tapping debt markets.

Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital markets going forward.

The unaudited condensed consolidated financial statements attached to this Form 10-Q do not include any adjustments that might result from the outcome of these uncertainties.

Future Liquidity

On a recurring basis, the primary future cash needs of the Company will be focused on operating activities, working capital, capital expenditures, investment, regulatory and compliance costs.

The ability of the Company to fund these needs will depend, in part, on its ability to generate or raise cash in the future, which is subject to general economic, financial, competitive, regulatory, and other factors that are beyond its control.

The ability to fund our operating needs will depend on its future ability to continue to generate positive cash flow from operations and raise capital in the capital markets.

Our management believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances, and external borrowings and fund raising.

Our management expects that the primary cash requirements in 2026 will be to fund capital expenditures for the repayment of debts and obligation and the businesses operations.

If our sources of liquidity need to be augmented, additional cash requirements would likely need to be financed through the issuance of debt or equity securities;

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

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

Based upon our current operating plans, our management believes that cash and equivalents will not be able to provide sufficient funds to its operations for at least the next 12 months from the date of its unaudited condensed consolidated financial statements provided with this Form 10-Q.

However, these forecasts involve risks and uncertainties, and actual results could vary materially.

Our management has based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect.

See “ Liquidity and Going Concern ” below.

Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our brand, and overall economic conditions.

We may also seek additional capital to fund our operations, including through the sale of equity or debt financing.

To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders.

The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.

As of June 30, 2026, we had cash and cash equivalents totaling $2.1 million, and $9.5 million in restricted cash.

As of December 31, 2025, we had cash and cash equivalents totaling $2.3 million, and $10.3 million in restricted cash.

Comparison of the six months ended June 30, 2026 and 2025

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

Six months ended

(US$ in thousands)

Net cash used in operating activities $ (4,969 ) $ (20,355 )

1 unchanged sentence

Net cash provided by financing activities 3,728 15,019

Effect on exchange

rate change on cash and cash equivalents

Net change in cash, cash

equivalents and restricted cash

Cash, cash equivalents

and restricted cash, at the beginning

cash equivalents and restricted cash, at the end

Effect on exchange rate change on cash and cash equivalents (87 ) 673

Net change in cash, cash equivalents and restricted cash (1,045 ) (3,136 )

Cash, cash equivalents and restricted cash, at the beginning 12,610 17,261

Cash, cash equivalents and restricted cash, at the end $ 11,565 $ 14,125

Representing as:

Cash and cash equivalents $ 2,070 $ 2,094

Restricted cash –

fund held in escrow

Capital Deficit

working capital deficit as of March 31, 2026 and December 31, 2025 was amounted to approximately $366.4 million and $346.0 million, respectively,

an increase of $20.4 million or 5.89%.

Flows from Operating Activities

cash used in operating activities was $3.7 million and $16.2 million for the three months ended March 31, 2026 and 2025, respectively.

cash used in operating activities for the three months ended March 31, 2026 was primarily the result of the net loss of $32.2 million,

decrease in escrow liabilities of $0.4 million, decrease in operating lease liabilities of $0.3 million, and decrease in income tax payable

of $0.06 million.

These amounts were partially offset by the decrease in accounts receivable of $0.3 million, decrease in deposits, prepayments

and other receivables of $0.1 million, increase in accounts payable and other current liabilities of $12.1 million, increase in accounts

payable and other current liabilities, related parties of $1.3 million, and non-cash adjustments consisting of stock-based compensation

expense of $11.1 million, interest expense on borrowings of $4.5 million, net foreign exchange loss of $0.2 million, and bad debts recovered

of $0.3 million.

cash used in operating activities for the three months ended March 31, 2025 was primarily the result of the net loss of $53.1 million,

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

of $1.5 million, increase in loans receivable of $1.3 million, and increase in deposits, prepayments, and other receivables of $0.2 million.

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

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

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

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

Flows from Investing Activities

cash provided by investing activities for the three months ended March 31, 2026 and 2025 of $0.3 million and $1.5 million, respectively

was primarily due to proceeds from the disposal of assets held for sale.

Flows from Financing Activities

cash provided by financing activities for the three months ended March 31, 2026 of $2.1 million was primarily due to proceeds from borrowings

advanced by a related party of $2.3 million and offset by repayments of borrowings of $0.1 million.

cash provided by financing activities for the three months ended March 31, 2025 of $11.7 million was primarily due to proceeds from borrowings

advanced by a related party.

and Going Concern

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

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

The management of the Company estimates that

currently available cash will not be able to provide sufficient funds to meet the Company’s planned obligations for the next 12

months from the date that these unaudited condensed consolidated financial statements were made available to be issued.

the three months ended March 31, 2026, we reported a net loss of approximately $32.2 million.

With a significant decrease in our operating

expenses, described in the paragraph below, we had an accumulated deficit of approximately $1,410.4 million as of March 31, 2026.

with the management control on expenditures, we reported a lower operating loss of $27.7 million for the three months ended March 31,

2026, as compared to the three months ended March 31, 2025.

These circumstances give rise to substantial doubt that we will continue

as a going concern and these unaudited condensed consolidated financial statements do not include any adjustments that might result from

the outcome of this uncertainty.

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

Our management

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

In parallel, our management team

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

our business development activities and operating expenses.

These alternatives may include borrowings, raising funds through public equity

or debt markets.

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

to our stockholders.

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

financial result.

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

and enhance our ability to navigate the challenging market conditions.

of capital commitments are disclosed in Note 16 in the accompanying unaudited condensed consolidated financial statements.

Sheet Arrangements

are not party to any off-balance sheet transactions.

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

business operations.

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

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

expenditures, or capital resources.

Accounting Policies, Judgements and Estimates

preparation of financial statements in conformity with GAAP requires us to make judgments, estimates, and assumptions in the preparation

of our unaudited condensed consolidated financial statements.

Restricted cash – fund held in escrow 9,495 12,031

$ 11,565 $ 14,125

Working Capital Deficit

The working capital deficit as of June 30, 2026 and December 31, 2025 was amounted to approximately $391.1 million and $346.0 million, respectively, an increase of $45.2 million or 13.06%.

The increase was mainly attributable to the increase in accounts payable and other current liabilities of $36.8 million.

Cash Flows from Operating Activities

Net cash used in operating activities was $5.0 million and $20.4 million for the six months ended June 30, 2026 and 2025, respectively.

Net cash used in operating activities for the six months ended June 30, 2026 was primarily the result of the net loss of $60.6 million, an increase in deposits, prepayments, and others receivable of $0.01 million, decrease in escrow liabilities of $0.8 million, and decrease in operating lease liabilities of $0.5 million.

These amounts were partially offset by the decrease in accounts receivable of $0.06 million, increase in accounts payable and other current liabilities of $30.8 million, increase in other current liabilities, related parties of $1.3 million, increase in income tax payable of $0.01 million, and non-cash adjustments consisting of stock-based compensation expense of $14.6 million, interest expense on borrowings of $10.0 million, net foreign exchange loss of $0.4 million, and bad debts recovered of $0.3 million.

Net cash used in operating activities for the six months ended June 30, 2025 was primarily the result of the net loss of $85.3 million, decrease in escrow liabilities of $2.2 million, decrease in operating lease liabilities of $0.5 million, increase in accounts receivable of $1.5 million and increase in loans receivables of $1.0 million.

These amounts were partially offset by the increase in accounts payable and other current liabilities of $9.8 million, increase in other current liabilities, related parties of $1.3 million, and non-cash adjustments consisting of share-based compensation expense of $45.9 million, interest expense on borrowings of $10.0 million, net foreign exchange gain of $2.9 million, bad debts written-off of $5.4 million, and provision for allowance for expected credit losses of $0.1 million.

Cash Flows from Investing Activities

Net cash provided by investing activities for the six months ended June 30, 2026 and 2025 of $0.3 million and $1.5 million, respectively was primarily attributable to proceeds from disposal of assets held for sale.

Cash Flows from Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2026 of $3.7 million was primarily attributable to proceeds from borrowings advanced by related parties of $3.9 million, offset by repayments of borrowings, including related parties of $0.1 million.

Net cash provided by financing activities for the six months ended June 30, 2025 of $15.0 million was primarily attributable to proceeds from borrowings advanced by a related party.

Liquidity and Going Concern

Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

The management of the Company estimates that currently available cash will not be able to provide sufficient funds to meet the Company’s planned obligations for the next 12 months from the date that these unaudited condensed consolidated financial statements were made available to be issued.

For the six months ended June 30, 2026, we reported a net loss of approximately $60.6 million.

With a significant decrease in our operating expenses, described in the paragraph below, we had an accumulated deficit of approximately $1,438.8 million as of June 30, 2026.

Coupled with the management control on expenditures, we reported a decrease in operating loss of $22.7 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025.

These circumstances give rise to substantial doubt that we will continue as a going concern and these unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

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

In parallel, our management team will continually monitor our capital structure and operating plans and search for potential funding alternatives in order to finance our business development activities and operating expenses.

These alternatives may include borrowings, raising funds through public equity or debt markets.

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

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

With these funding initiatives, our management believes that we would be able to strengthen our financial position, improve our liquidity, and enhance our ability to navigate the challenging market conditions.

Capital Commitments

Details of capital commitments are disclosed in Note 16 in the accompanying unaudited condensed consolidated financial statements.

Off-Balance Sheet Arrangements

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

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

We have not engaged in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, net revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting Policies, Judgements and Estimates

The preparation of financial statements in conformity with GAAP requires us to make judgments, estimates, and assumptions in the preparation of our unaudited condensed consolidated financial statements.

Actual results could differ from those estimates.

There have been no material

changes to our critical accounting policies and estimates as reported in our 2025 Annual Report on Form 10-K.

There have been no material changes to our critical accounting policies and estimates as reported in our 2025 Annual Report on Form 10-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required

by this Item.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis