Triller Group Inc 10-Q/A for FY2025 Q3
Triller Group Inc. (ILLR)
About this 10-Q/A
Triller Group Inc filed this 10-Q/A on April 14, 2026, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $5.66M
- up 4.0% from $5.44M a year earlier
- Net loss
- $27.38M
- compared with a net loss of $9.42M a year earlier
- Diluted EPS
- -$0.18
- compared with -$0.60 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM
(Mark One)
For the quarterly period ended
For the transition period from to
Commission File No.
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | ||
| (Address of Principal Executive Offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
| (Former name, former address and former fiscal year, if changed since last report) |
Indicate by check mark whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
As of April 13, 2026, there
were
EXPLANATORY NOTE
Triller Group, Inc. (“ILLR” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (“Amended 10-Q”) which supersedes and replaces in its entirety the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 27, 2026 (“Original Filing”).
This Amended 10-Q is being filed to correct certain errors and to address omissions identified in the financial statements and related disclosures contained in the Original Filing
Except as described above, no other changes have been made to the Form 10-Q as originally filed on January 27, 2026. This Amendment does not reflect events occurring after the date of the original filing and does not modify or update any other disclosures contained therein.
Triller Group Inc.
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRILLER GROUP INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Currency expressed in thousands of United States Dollars, except for number of shares)
| As of | ||||||||
| September 30, 2025 |
December 31, 2024 |
|||||||
| ASSETS | (Unaudited) | (Audited) | ||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Loans and notes receivables, net | ||||||||
| Deposit, prepayments, and other receivables, net | ||||||||
| Assets held for sale | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Loans receivables, net | ||||||||
| Property and equipment, net | ||||||||
| Long-term investments, net | ||||||||
| Long-term investments, net, related party | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and other current liabilities | $ | $ | ||||||
| Other current liabilities, related parties | ||||||||
| Escrow liabilities | ||||||||
| Borrowings | ||||||||
| Borrowings, related parties | ||||||||
| Convertible debts, net | ||||||||
| Convertible debts, related party | ||||||||
| Income tax payable | ||||||||
| Warrant liabilities | ||||||||
| Operating lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies (Note 17) | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ |
||||||||
| Series A-1 preferred stock, $ |
||||||||
| Series B preferred stock, $ |
* | |||||||
| Common stock, $ |
||||||||
| Series A-1 preferred stock to be issued | ||||||||
| Common stock to be issued | ||||||||
| Common stock held in escrow | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total stockholders’ deficit | ( |
) | ( |
) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
| * |
See accompanying notes to unaudited condensed consolidated financial statements.
1
TRILLER GROUP INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Currency expressed in thousands of United States Dollars, except for number of shares)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| Loans interest income | $ | $ | $ | $ | ||||||||||||
| Commissions | ||||||||||||||||
| Recurring asset management service fees | ||||||||||||||||
| Recurring asset management service fees, related parties | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Commission expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Sales and marketing expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Personnel and benefit expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Legal and professional fee | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Legal and professional fee, related party | ( | ) | ( | ) | ||||||||||||
| Office and operating fee, related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for allowance for expected credit losses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign exchange gain (loss), net | ( | ) | ||||||||||||||
| Bad debts written-off | ( | ) | ||||||||||||||
| Investment loss, net | ( | ) | ||||||||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Sundry income | ||||||||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive (loss) income: | ||||||||||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||||||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of ordinary shares outstanding – basic and diluted | # | # | ||||||||||||||
| Net loss per ordinary share – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| # |
See accompanying notes to unaudited condensed consolidated financial statements.
2
TRILLER GROUP INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Currency expressed in thousands of United States Dollars, except for number of shares)
| For the nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Series
A-1 | Series
B | Common | Series
A-1 | Common | Common stock held in escrow | Additional | Accumulated | Total | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note | No.
of share | Amount | No.
of share | Amount | No.
of share# | Amount | No.
of share | Amount | No.
of share# | Amount | No.
of share | Amount | paid-in capital | comprehensive loss | Accumulated deficit | stockholders’ deficit | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | * | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of payables with common stock held in escrow | (14)(a)(i), (e) | — | — | ( | ) | ( | ) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for repayment of borrowings, related party | (14)(a)(ii) | — | — | — | — | * | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation to consultants | (14)(a)(iii)
& (vii) | — | — | ( | ) | ( | ) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation to directors, officers, and employees | (14)(a)(iv) & (v) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of Series A-1 preferred stock to be issued in related to merger transaction | (14)(a)(vi),
(c) | — | — | ( | ) | ( | ) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of replacement warrants | 14(a)(viii) | — | — | — | * | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Cancellation of common stocks | 14(a)(ix) | — | — | ( | ) | * | — | — | * | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation on adjustment | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as September 30, 2025 | $ | $ | * | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| * |
3
| For the nine months ended September 30, 2024 | ||||||||||||||||||||||||||||||||||||
| Common stock | Common stock to be issued | Additional | Accumulated other | Total shareholders’ | ||||||||||||||||||||||||||||||||
| No.
of share# | Amount | No.
of share# | Amount | Subscription receivable | paid-in capital | comprehensive loss | Accumulated deficit | equity (deficit) | ||||||||||||||||||||||||||||
| Balance as of January 1, 2024 | $ | $ | $ | — | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||
| Issuance of ordinary shares to settle finder fee | — | — | — | |||||||||||||||||||||||||||||||||
| Issuance of ordinary shares for private placement | ( | ) | ( | ) | ( | ) | — | — | — | |||||||||||||||||||||||||||
| Issuance of common stocks to independent directors under 2024 Equity Incentive Plan | * | — | — | — | — | — | ||||||||||||||||||||||||||||||
| Stock-based compensation to consultants | — | — | — | |||||||||||||||||||||||||||||||||
| Stock-based compensation to director, officers, and employees | ( | ) | * | — | — | |||||||||||||||||||||||||||||||
| Shares issued for service rendered and purchase option | — | — | — | — | ||||||||||||||||||||||||||||||||
| Fractional shares from forward and reverse split | * | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | — | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
| # | Giving retroactive effect to the forward stock split and reverse stock split occurred in 2024 (see Note 14). |
See accompanying notes to unaudited condensed consolidated financial statements.
4
TRILLER GROUP INC. AND ITS SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Currency expressed in thousands of United States Dollars, except for number of shares)
| For the nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Stock-based compensation | ||||||||
| Marketing expense | ||||||||
| Lease expense | ||||||||
| Depreciation and amortization | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Interest expense on borrowings | ||||||||
| Interest expense on convertible debts | ||||||||
| Foreign exchange gain, net | ( | ) | ( | ) | ||||
| Bad debts written-off | ||||||||
| Investment loss, net | ||||||||
| Provision for allowance for expected credit losses | ||||||||
| Change in fair value of warrant liabilities | ||||||||
| Gain on disposal of asset held for sale | ( | ) | ||||||
| Gain on disposal of property and equipment | ( | ) | ||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Loans receivable | ( | ) | ( | ) | ||||
| Deposits, prepayments, and other receivables | ( | ) | ||||||
| Accounts payable and other current liabilities | ( | ) | ||||||
| Other current liabilities, related parties | ||||||||
| Escrow liabilities | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Income tax payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from disposal of assets held for sale | ||||||||
| Proceeds from sale of long-term investments | ||||||||
| Proceeds from sale of property and equipment | ||||||||
| Proceeds from sale of notes receivable | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from borrowings, related parties | ||||||||
| Advances from the stockholder | ||||||||
| Issuance of promissory notes to Triller LLC | ( | ) | ||||||
| Proceeds from convertible debts | ||||||||
| Repayments of borrowings | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect on exchange rate change on cash, cash equivalents and restricted cash | ( | ) | ||||||
| Net change in cash, cash equivalent and restricted cash | ( | ) | ||||||
| Beginning of period | ||||||||
| End of period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash received from interest | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Issuance of common stocks to settle payables and borrowings | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
TRILLER GROUP INC. AND ITS SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Currency expressed in thousands of United States Dollars, except for number of shares)
NOTE 1 — DESCRIPTION OF BUSINESS
Triller Group Inc. (“ILLR”, “Triller”, or the “Company”) was formed in the State of Delaware on October 15, 2024, to domicile the Company’s legal jurisdiction from British Virgin Islands to the State of Delaware. ILLR and its subsidiaries are hereinafter referred to as the “Company”.
The Company currently operates a global, artificial intelligence (“AI”) powered technology platform (“Technology Platform”) that serves a broad constituency of creators and brands around the world. “Creators” include influencers, artists, athletes and public figures that utilize Triller’s Technology Platform to create and publish content. “Brands” are companies, products or product lines which are active on Triller’s Technology Platform and utilize or have utilized one or more of Triller’s products or services offered through Triller’s Technology Platform, or companies, products or product lines whose associated data Triller tracks, report on and make available to Triller’s clients as part of one or more of Triller’s product offerings.
Also, the Company remains the operation of a wealth and health platform which offers a wide range of financial service and products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds and lending businesses in Hong Kong.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.
| ● | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements of the Company are presented in United State dollars (“US$” or “$”) and have been prepared in accordance with accounting principles generally accepted in the United States of America(“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2024 derived from the audited consolidated financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed on January 26, 2026.
The unaudited condensed consolidated financial statements as of September 30, 2025 and for the period ended September 30, 2025, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Company’s financial condition, results of operations and cash flows. The results of operations for the period ended September 30, 2025 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.
6
| ● | Principles of Consolidation |
The accompanying unaudited condensed consolidated financial statements include the unaudited financial statements of the Company and its subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The condensed consolidated financial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intercompany transactions and balances between the Company and its subsidiaries are eliminated upon consolidation.
| ● | Use of Estimates and Assumptions |
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include the useful lives of property and equipment, impairment of long-lived assets, allowance for expected credit losses, stock-based compensation, fair value measurement of convertible debts, warrant liabilities, provision for contingent liabilities, revenue recognition, income tax provision, deferred taxes and uncertain tax position.
The inputs into the management’s judgments and estimates consider the geopolitical tension, inflationary and high interest rate environment and other macroeconomic factors on the Company’s critical and significant accounting estimates. Actual results could differ from these estimates.
| ● | Foreign Currency Translation and Transaction |
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the condensed consolidated statements of operations and comprehensive loss.
The reporting currency of the Company is US$ and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, some of the Company’s subsidiaries are operating in Hong Kong, which maintain their books and record in their local currency, Hong Kong dollars (“HK$”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with Accounting Standards Codification (“ASC”) Topic 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive loss within the unaudited condensed consolidated statements of changes in stockholders’ deficit.
Translation of amounts from HK$ into US$ has been made at the following exchange rates for the nine months ended September 30, 2025 and 2024:
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Period-end HK$:US$ exchange rate | ||||||||
| Period average HK$:US$ exchange rate | ||||||||
7
| ● | Segment Reporting |
ASC Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.
The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the Chief Executive Officer (“CEO”), who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Based on management’s assessment, the Company determined that it has three reportable segments, which are Social Media, Sports streaming and Financial Services during the three and nine months ended September 30, 2025.
| ● | Cash and Cash Equivalents |
Cash and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments. The Company maintains most of its bank accounts in the United States of America and Hong Kong. Hong Kong is not protected by Federal Deposit Insurance Corporation (“FDIC”) insurance. However, management does not believe there is a significant risk of loss.
| ● | Restricted Cash |
Restricted cash consists of funds held in escrow accounts reflecting the restricted cash and cash equivalents maintained in certain bank accounts that are held for the exclusive interest of the Company’s customers. The Company currently acts as a custodian to manage the assets and investment portfolio on behalf of its customers under the terms of certain contractual agreements, which the Company does not have the right to use for any purposes, other than managing the portfolio.
The Company restricts the use of the assets underlying the funds held in escrow to meet with regulatory or contractual requirements and classifies the assets as current based on their purpose and availability to fulfill its direct obligation under current liabilities.
| ● | Accounts Receivable, net |
Accounts receivable, net are recorded at the invoiced amount less any allowance for expected credit losses to reserve for potentially uncollectible receivables.
Accounts receivable, net are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms.
The Company’s payment terms of accounts
receivable vary by the types of services offered. The normal settlement terms of accounts receivable from insurance companies in the provision
of brokerage agency services and customers for advertising services, are within
For certain services and customers, the Company requires payment before services are delivered to the customers. Changes in the allowance for expected credit losses are recorded in general and administrative expense in the condensed consolidated statement of operations and comprehensive loss. To determine the amount of the allowance, the Company estimates all expected credits losses based on historical experience, current conditions and reasonable and supportable forecasts.
8
The Company seeks to maintain strict control over its outstanding receivables to minimize credit risk. Overdue balances are reviewed regularly by senior management. Management reviews its receivables on a regular basis to determine if the allowance for expected credit losses is adequate and provides allowance when necessary.
The Company does not hold any collateral or other credit enhancements over its accounts receivable balances.
| ● | Loans and Notes Receivable, net |
Loans receivable, net are related to residential mortgage loans that are carried at unpaid principal balances, less the allowance for expected credit losses on loans receivable and charge-offs.
Loans are placed on nonaccrual status when they are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months).
If the Company determines that a loan is impaired, the Company next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within the given fiscal quarter. Generally the amount of the loan and negative escrow in excess of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below in “Allowance for Expected Credit Losses on Financial Instruments”.
| ● | Allowance for Expected Credit Losses |
In accordance with ASC Topic 326, “Credit Losses – Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the lifetime expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments and others receivable which is recorded as a liability to offset the receivables. The CECL model is prepared after considering historical experience, current conditions, and reasonable and supportable economic forecasts to estimate lifetime expected credit losses. Accounts receivable, loans and notes receivable, and deposits, prepayments, and others receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.
| ● | Asset Held For Sale |
The Company classifies long-lived assets as held for sale in the period in which the criteria are met, in accordance with ASC 360, Property and Equipment. The Company ceases depreciation on long-lived assets (or disposal groups) classified as held for sale and measures them at the lower of carrying value or estimated fair value less cost to sell.
As of September 30, 2025, the carrying value of
a premise was approximately $
9
| ● | Long-Term Investments, net |
The Company invests in equity securities with readily determinable fair values and equity securities that do not have readily determinable fair values.
Equity securities with readily determinable fair values are carried at fair value with any unrealized gains or losses reported in earnings.
Equity securities that do not have readily determinable fair values mainly consist of investments in privately-held companies. They are stated at cost less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.
At each reporting period, the Company makes a qualitative assessment considering impairment indicators to evaluate whether the investment is impaired.
| ● | Property and Equipment, net |
Property and equipment, net are stated at cost
less accumulated depreciation and accumulated impairment losses, if any.
| Expected useful life | ||
| Building | ||
| Furniture, fixtures and equipment | ||
| Computer equipment | ||
| Motor vehicles |
Expenditures for repairs and maintenance are expensed as incurred. When assets have been retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.
Property and equipment are reviewed for impairment whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long- lived asset is not recoverable from its undiscounted cash flows, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. When fair values are not available, the Company estimates fair value using the expected future cash flows discounted at a rate commensurate with the risk associated with the recovery of the assets.
| ● | Impairment of Long-Lived Assets |
In accordance with the provisions of ASC Topic360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cashflows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. impairment losses were recognized for the three and nine months ended September 30, 2025 and 2024.
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| ● | Convertible Debts, net |
The Company accounts for certain convertible debts, net in accordance with ASC Topic 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”), whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC Topic 815-15, “Derivatives and Hedging – Embedded Derivatives” or the substantial premium model in ASC 470-20 applies. Where the substantial premium model applies, the premium is recorded in additional paid -in capital. The resulting debt discount is amortized over the period during which the convertible debts is expected to be outstanding as additional non-cash interest expenses.
Certain of the Company’s convertible debts are accounted for under the fair value option election in ASC 825 due to difference in its features. Under the fair value option election, the financial instrument is initially measured at its issue-date estimated fair value and subsequently remeasured at estimated fair value on a recurring basis at each reporting period date. The estimated fair value adjustment is presented within other income (expense) in the condensed consolidated statements of operations and comprehensive loss. The Company classifies its convertible debts that are being valued under the fair value option election as Level 3 due to the lack of relevant observable market data over fair value inputs, such as the probability weighting of the various scenarios that can impact settlement of the arrangement.
| ● | Warrants |
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.
Equity-classified
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. Warrants classified as equity instruments are initially recognized at fair value and are not subsequently remeasured. The Company accounts for its (i) Public Warrants and (ii) Replacement Warrants of Triller Group Warrants as equity.
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Liability-classified
For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statements of operations and comprehensive loss. The Company accounts for its (i) SPAC Private Warrants, (ii) Common Warrants, and (iii) Warrants – Class A of Triller Group warrants as liabilities.
Warrants classified as liabilities are recorded at fair value and are remeasured at each reporting date until settlement. Changes in fair value is recognized as a component of change in fair value of warrant liability in the condensed consolidated statements of operations and comprehensive loss. Transaction costs allocated to warrants that are presented as a liability are immediately expensed in the unaudited condensed consolidated statements of operations and comprehensive loss.
| ● | Revenue Recognition |
The Company receives most of its non-interest income from contracts with customers, which are accounted for in accordance with Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC Topic 606”).
ASC Topic 606 provided the following overview of how revenue is recognized from the Company’s contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer.
Step 4: Allocate the transaction price to the performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation – An entity recognizes revenue when (or as) it satisfies a performance obligation by transferring a promised good or service to a customer (which is when the customer obtains control of that good or service). The amount of revenue recognized is the amount allocated to the satisfied performance obligation. A performance obligation may be satisfied at a point in time (typically for promises to transfer goods to a customer) or over time (typically for promises to transfer service to a customer).
Certain portion of the Company’s income is derived from contracts with customers, and as such, the revenue recognized depicts the transfer of promised goods or services to its customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company considers the terms of the contract and all relevant facts and circumstances when applying this guidance. The Company’s revenue recognition policies are in compliance with ASC Topic 606, as follows:
| (a) | Social Media and Sports Streaming |
| (i) | Advertising Revenue: The Company’s technology platform provides brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns. Advertising revenue is generated from advertisements, either displayed on a device-specific application, browser or as part of an event. Brand sponsorship revenue is generally recognized as advertisements are viewed, if on a device-specific application or browser or when events occur with participation of the sponsor. Revenue from brand sponsorship agreements for which consideration is a fixed fee is allocated evenly to each event in a series of events over the applicable contractual service period as the advertisements are displayed, which is typically over a period of less than one year. |
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| (ii) | Subscription Fees: The Company’s technology platform provides streaming services that acquires content licensing from various sport and entertainment franchises to provide a content rich environment for both subscription based and pay-per-view consumption both across a variety of platforms including mobile phones, tablets, PCs, streaming devices, set-top-boxes and connected TVs. Subscriptions for streaming services are through third party streaming service providers, examples include All Elite Wrestling (“AEW”) in the case of Triller TV. Revenue from streaming subscriptions is recognized ratably over the life of a subscription. |
| (iii) | Pay-per-view Fees: Unlike subscription fees, the Company’s technology platform, via its streaming service provides pay-per-view services for premium content and events. Revenue from streaming pay-per-view events is recognized at the time the event airs. |
| (iv) | SaaS Fees: The Company’s technology platform provides data, analytics and other marketing services to brands and advertising agencies with access to a data base of profiled Brands and Creators and their associated audiences, giving them the ability to enlist Creators to develop and share captivating stories to market their products and services. SaaS platform provides customers a detailed dashboard to measure all creator driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding creators with per-transaction incentives for enabling e-commerce transactions. Revenue from SaaS platform subscriptions is recognized ratably over the life of a subscription. |
In arrangements where another party is involved in providing specified services to a customer, such as a distributor of the Company’s content for subscription and pay-per-view programming, the Company evaluates whether the Company is the principal or agent in the arrangement. In this evaluation, the Company considers if the Company obtains control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment and discretion in establishing price. For revenue arrangements where the Company is not the principal, the Company recognizes revenue on a net basis. The Company has revenue-share arrangements where the Company is the principal, such as serving as the provider of content for subscription and pay-per-view programming. Costs associated with revenue-share arrangements are recognized as part of expenses. The Company determined that it was the principal for all subscription and pay-per-view arrangements and no revenue was recognized on an agent net basis for the period presented.
The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within operating expense for social media and streaming platform in the condensed consolidated statements of operations and comprehensive loss.
| (b) | Financial Services |
| (i) | Commissions: The Company earns commissions from the sale of investment products to customers, who are insurance companies and fund houses. The Company enters into commission agreements with customers which specify the key terms and conditions of the arrangement. Commissions are separately negotiated for each transaction and generally do not include rights of return, credits or discounts, rebates, price protection or other similar privileges, and typically paid on or shortly after the transaction is completed. Upon the purchase of an investment product by customer, the Company earns a commission from customers, calculated as a fixed percentage of the investment products acquired by its customers. The Company defines the “purchase of an investment product” for its revenue recognition purpose as the time when the customers referred by the Company has entered into a subscription contract with the relevant product provider and, if required, the customer has transferred a deposit to an escrow account designated by the Company to complete the purchase of the investment products. After the contract is established, there are no significant judgments made when determining the commission price. Therefore, commissions are recorded at point in time when the investment product is purchased. |
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| The Company also facilitates the arrangement between insurance providers and individuals or businesses by providing insurance placement services to the insured and is compensated in the form of commission from the respective insurance providers. The Company primarily facilitates the placement of life, general and MPF insurance products. The Company determines that insurance providers are the customers. | |
| The Company primarily earns commission income arising from the facilitation of the placement of an effective insurance policy, which is recognized at a point in time when the performance obligation has been satisfied upon execution of the insurance policy as the Company has no future or ongoing obligation with respect to such policies. The commission fee rate, which is paid by the insurance providers, based on the terms specified in the service contract which are agreed between the Company and insurance providers for each insurance product being facilitated through the Company. The commission earned is equal to a percentage of the premium paid to the insurance provider. Commission from renewed policies is variable consideration and is recognized in subsequent periods when the uncertainty around variable consideration is subsequently resolved (e.g., when customer renews the policy). | |
| In accordance with ASC Topic 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue in a gross or net basis depends upon whether the Company has control over the services prior to transferring it. Control is demonstrated by the Company which is primarily responsible for fulfilling the provision of placement services through the Company’s licensed insurance brokers to provide agency services. The commissions from insurance providers are recorded on a gross basis and commission paid to independent contractors or channel costs are recorded as commission expense in the condensed consolidated statements of operations and comprehensive loss. |
| (ii) | Recurring Asset Management Service Fees: The Company provides asset management services to investment funds or investment product providers in exchange for recurring asset management service fees. Recurring asset management service fees are determined based on the types of investment products the Company distributes and are calculated as a fixed percentage of the fair value of the total investment of the investment products, calculated daily. These customer contracts require the Company to provide investment management services, which represents a performance obligation that the Company satisfies over time. After the contract is established, there are no significant judgments made when determining the transaction price. As the Company provides these services throughout the contract term, for the method of calculating recurring asset management service fees, revenue is calculated on a daily basis over the contract term, quarterly billed and recognized. Recurring service agreements do not include rights of return, credits or discounts, rebates, price protection, performance component or other similar privileges and the circumstances under which the fixed percentage fees, before determined, could be not subject to clawback. Payment of recurring asset management service fees are normally on a regular basis (typically monthly or quarterly). |
| (iii) | Loan Interest Income: The Company offers money lending services from loan origination in form of mortgage and personal loans. Interest income is recognized monthly in accordance with their contractual terms and recorded as interest income in the condensed consolidated statement of operations. The Company does not charge prepayment penalties from its customers. Interest income on mortgage and personal loans is recognized as it accrued using the effective interest method. Accrual of interest income on mortgage loans is suspended at the earlier of the time at which collection of an account becomes doubtful or the account becomes 180 days delinquent. |
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Disaggregation of Revenue
The Company has disaggregated its revenue from contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams disaggregated by nature and geographic location:
| For the three months
ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| At a point in time | ||||||||
| Commissions | $ | $ | ||||||
| Total revenue from the transfer of goods and services at a point in time | ||||||||
| Over time | ||||||||
| Advertising revenue | ||||||||
| Saas fees | ||||||||
| Subscription fees | ||||||||
| Recurring asset management service fees | ||||||||
| Loans interest income | ||||||||
| Total revenue from the transfer of goods and services over time | ||||||||
| Total revenue | $ | $ | ||||||
| For the nine months
ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| At a point in time | ||||||||
| Commissions | $ | $ | ||||||
| Total revenue from the transfer of goods and services at a point in time | ||||||||
| Over time | ||||||||
| Advertising revenue | ||||||||
| Saas fees | ||||||||
| Subscription fees | ||||||||
| Recurring asset management service fees | ||||||||
| Loans interest income | ||||||||
| Total revenue from the transfer of goods and services over time | ||||||||
| Total revenue | $ | $ | ||||||
| For the three months ended September 30, | ||||||||
| By geography: | 2025 | 2024 | ||||||
| Hong Kong | $ | $ | ||||||
| United States | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| For the nine months ended September 30, | ||||||||
| By geography: | 2025 | 2024 | ||||||
| Hong Kong | $ | $ | ||||||
| United States | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
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| ● | Comprehensive Loss |
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive (loss) income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive (loss) income, as presented in the accompanying condensed consolidated statements of changes in stockholders’ (deficit) equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive (loss) income is not included in the computation of income tax expense or benefit.
| ● | Income Taxes |
Income taxes are determined in accordance with the provisions of ASC Topic 740, Income Taxes (“ASC Topic 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the periods in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
ASC Topic 740 prescribes a comprehensive model
for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected
to be taken on a tax return. Under ASC Topic 740, tax positions must initially be recognized in the financial statements when it is more
likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently
be measured as the largest amount of tax benefit that has a greater than
For the three and nine months ended September 30, 2025 and 2024, the Company did not have any interest and penalties associated with tax positions. As of September 30, 2025, the Company did not have any significant unrecognized uncertain tax positions.
The Company is subject to tax in local and foreign jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.
| ● | Stock-Based Compensation |
The Company accounts for stock-based compensation in accordance with the fair value recognition provision of ASC Topic 718, Stock Compensation. The Company grants share awards, including common stock and restricted share units, to eligible participants. Stock-based compensation expense for share awards is measured at fair value on the grant date. The fair value of restricted stock with either solely a service requirement or with the combination of service and performance requirements is based on the closing fair market value of the common stock on the date of grant. Stock-based compensation expense is recognized over the requisite service period for time-vesting awards and, for awards with a performance condition, over the requisite service period if the performance condition is probable of achievement. For awards with graded vesting that are subject only to a service condition, the expense is recognized on a straight-line basis over the service period for the entire award.
| ● | Net Loss Per Share |
In accordance with ASC 260, Earnings Per Share, basic net earnings (loss) per share is computed by dividing net income (loss) attributable to ordinary stockholders by the weighted average number of unrestricted common stock outstanding during the period using the two-class method. Under the two-class method, net income (loss) is allocated between common stock and other participating securities based on dividends declared (or accumulated) and participating rights in undistributed earnings as if all the earnings for the reporting period had been distributed. The Company’s holdback shares are participating securities because they are entitled to non-forfeitable dividends.
Basic loss per common stock is computed by dividing net loss by the weighted-average number of common stock outstanding during the period. Diluted loss per share is computed by dividing net loss by the sum of the weighted average number of common stock outstanding and of potential dilutive securities (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted loss per share.
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| ● | Leases |
Under ASU 2016-02, Leases (Topic 842) (“Topic 842”), leases are categorized as operating or financing lease at inception. Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Lease terms include options to renew or terminate the lease when it is reasonably certain that the Company will exercise such options. The Company has recognized right of use (“ROU”) assets and corresponding lease liabilities on the Company’s condensed consolidated balance sheets for its operating lease agreements with contractual terms greater than 12 months. Lease liabilities are based on the present value of remaining lease payments over the lease term. As the discount rate implied in the Company’s leases is not readily determinable, the present value is calculated using the Company’s incremental borrowing rate, which is estimated to approximate the interest rate on a collateralized basis with similar terms.
Some of the Company’s lease agreements contain lease and non-lease components. Non-lease components primarily include payments for maintenance and utilities. The Company has elected the practical expedient to combine fixed payments for non-lease components with lease payments and account for them together as a single lease component which increases the amount of ROU assets and lease liabilities.
Leases with a term of twelve months or less upon the commencement date are considered short-term leases, are not included on the condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term.
| ● | Related Parties |
The Company follows the ASC Topic 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
Pursuant to section 850-10-20, the related parties include: a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.
The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operations are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.
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| ● | Commitments and Contingencies |
The Company follows the ASC Topic 450-20, Contingencies, to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.
| ● | Fair Value Measurement |
The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures (“ASC Topic 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC Topic 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
| ● | Level 1 : Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets; |
| ● | Level 2 : Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and |
| ● | Level 3 : Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models. |
The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable, deposits, prepayments and other receivables, accounts payable and accrued liabilities, escrow liabilities, borrowings, and amounts due to the holding company approximate at their fair values because of the short-term nature of these financial instruments.
Management believes, based on the current market prices or interest rates for similar debt instruments, the fair value of loans receivable approximates the carrying amount. The Company accounts for loans receivable at cost, subject to expected credit losses assessment.
The Company measures warrant liabilities, certain convertible debts for which the fair value option has been elected at fair value on a recurring basis.
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The following table presents information about the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| As of September 30, | Quoted prices in active markets | Significant other observable inputs | Significant other unobservable inputs | |||||||||||||
| Description | 2025 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Assets: | ||||||||||||||||
| Marketable equity securities | $ | | $ | $ | $ | |||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| Convertible debts for which the fair value option has been elected (a) | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| As of December 31, | Quoted prices in active markets | Significant other observable inputs | Significant other unobservable inputs | |||||||||||||
| Description | 2024 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Assets: | ||||||||||||||||
| Marketable equity securities | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| Convertible debts for which the fair value option has been elected (a) | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Note:
| (a) |
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| The estimated fair value of the convertible debts as of September 30, 2025 was computed using the models and assumptions shown below. There was change in fair value of convertible debts for the three and nine months ended September 30, 2025. |
| Inputs | Convertible debts A | Convertible debts B | ||||||
| Valuation method | ||||||||
| Conversion price | $ | $ | ||||||
| Fair value of conversion units | ||||||||
| Expected term (years) | ||||||||
| Volatility | % | % | ||||||
| Discount rate | % | % | ||||||
| Risk free rate | % | % | ||||||
| ● | Recently Issued Accounting Pronouncements |
From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In January 2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In July 2025, the FASB issued 2025-05 to improve the measurement of credit losses for accounts receivable and contract assets. The guidance provides a practical expedient for all entities to assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the assets. The update aims to reduce the cost and complexity of estimating credit losses while maintaining decision-useful information for financial statement users. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025. Management is currently evaluating the impact that the adoption of this update may have on its financial statements
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update provides amendments to clarify and modernize the accounting for costs incurred to develop or acquire internal-use software. The amendments address the capitalization of implementation costs by utilizing a principles-based approach and consolidates website development guidance under Subtopic 350-40. The amendments can be applied prospectively, modified prospectively, or retrospectively and are effective for annual and interim periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
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In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This update introduces a scope exception to derivative accounting for certain contracts with underlyings tied to operations or activities specific to one of the parties. Additionally, the update clarifies that share-based noncash consideration received from a customer should be accounted for under Topic 606 until the right to receive or retain the consideration becomes unconditional. The amendments can be applied prospectively or modified retrospectively and are effective for annual and interim periods beginning after December 15, 2026. The Company expects to early adopt the provisions related to Topic 815 on a prospective basis and does not expect a significant impact to the Company’s condensed consolidated financial statements. The provisions related to Topic 606 are not applicable.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability, form and content, and interim disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after December 15, 2028, for entities other than public business entities. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
In December 2025, the FASB issued ASU 2025-12, “Codification Improvements,” which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the condensed consolidated balance sheets, statements of operations and comprehensive loss and cash flows.
NOTE 3 — LIQUIDITY AND GOING CONCERN
The accompanying unaudited condensed consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. They do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
For the nine months ended September 30, 2025,
the Company reported net loss of approximately $
On December 26, 2025, the Company received a determination letter from the Panel confirming the suspension trading on the Nasdaq Stock Market effective at the opening of the market on December 30, 2025 and delisting of the Company’s securities.
As of the date of issuance of these unaudited condensed consolidated financial statements, the Company has not repaid certain short-term loans, TFI Note, exchangeable note and convertible promissory note all of which are past due and considered in default.
The Company has determined that these prevailing conditions and ongoing liquidity risks encountered by the Company raise substantial doubt about the ability to continue as a going concern for at least one year following the date these condensed consolidated financial statements are issued. The ability to continue as a going concern is dependent on the Company’s ability to successfully implement its current operating plan and fund-raising plan. The Company believes that it will be able to grow its revenue base and control expenditures. In parallel, the Company will monitor its capital structure and operating plans and search for potential funding alternatives in order to finance the development activities and operating expenses. The Company is continuing its plan to further grow and expand operations and seek sources of capital to meet the contractual obligations, settle its liabilities and repay convertible debts and borrowings.
However, the Company cannot predict the exact amount or timing of the alternatives or guarantee those alternatives will be favorable to its stockholders. Any failure to obtain financing when required will have a material adverse impact on the Company’s business, operation and financial result. These conditions and the uncertainty regarding the Company’s ability to successfully implement its plans raise substantial doubt about its ability to continue as a going concern.
21
NOTE 4 — SEGMENT INFORMATION
By assessing the qualitative and quantitative
criteria established by ASC Topic 280, “Segment Reporting”, management has determined that the Company has
For the three and nine months ended September 30, 2025 and 2024, the Company’s reportable segments comprised of the following:
| 1. Social media | The Social media segment consists of the Company’s operations related to its social media platform and related services for content creation and distribution | |
| 2. Sports streaming | The online streaming segment consists of the Company’s operations related to its online streaming service. | |
| 3. Financial services | The Financial services segment consists of revenues and costs incurred from the sale of investment products, offer asset management services and money lending services. |
The Company’s reportable segments are strategic business units that offer different products and services. They are managed separately because each business unit requires different technology and marketing strategies.
The following tables present the summary information by segment for the three and nine months ended September 30, 2025 and 2024:
| Three months ended September 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Loans interest income | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commission | ||||||||||||||||||||||||
| Recurring asset management service fees | ||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Commission expense | ( | ) | ( | ) | ||||||||||||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Personal and benefit expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Legal and professional fee | ( | ) | ( | ) | ||||||||||||||||||||
| Office and operating fee, related party | ( | ) | ( | ) | ||||||||||||||||||||
| Provision for allowance for expected credit losses | ( | ) | ( | ) | ||||||||||||||||||||
| Other general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Foreign exchange (loss) gain, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Others | ( | ) | ( | ) | ||||||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
22
| Three months ended September 30, 2024 | ||||||||||||||||
| Financial services | Corporate | Elimination | Consolidated | |||||||||||||
| Revenue | ||||||||||||||||
| Commission | $ | $ | $ | $ | ||||||||||||
| Asset management service fees | ||||||||||||||||
| Loans interest income | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Commission expense | ( | ) | ( | ) | ||||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||||||||||
| Research and development expenses | ( | ) | ( | ) | ||||||||||||
| Personal and benefit expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Legal and professional fee | ( | ) | ( | ) | ||||||||||||
| Legal and professional fee, related party | ( | ) | ( | ) | ||||||||||||
| Office and operating fee, related party | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for allowance for expected credit losses | ( | ) | ( | ) | ( | ) | ||||||||||
| Other general and administrative expenses | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign exchange gain, net | ||||||||||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Others | ||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Loans interest income | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Commission | ||||||||||||||||||||||||
| Recurring asset management service fees | ||||||||||||||||||||||||
| Total revenue | ||||||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Commission expense | ( | ) | ( | ) | ||||||||||||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Personal and benefit expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Legal and professional fee | ( | ) | ( | ) | ||||||||||||||||||||
| Office and operating fee, related party | ( | ) | ( | ) | ||||||||||||||||||||
| Provision for allowance for expected credit losses | ( | ) | ( | ) | ||||||||||||||||||||
| Other general and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange gain, net | ||||||||||||||||||||||||
| Bad debts written-off | ( | ) | ( | ) | ||||||||||||||||||||
| Others | ( | ) | ( | ) | ||||||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
23
| Nine months ended September 30, 2024 | ||||||||||||||||
| Financial services | Corporate | Elimination | Consolidated | |||||||||||||
| Revenue | ||||||||||||||||
| Commission | $ | $ | $ | $ | ||||||||||||
| Asset management service fees | ||||||||||||||||
| Loans interest income | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Commission expense | ( | ) | ( | ) | ||||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||||||||||
| Research and development expenses | ( | ) | ( | ) | ||||||||||||
| Personal and benefit expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Legal and professional fee | ( | ) | ( | ) | ||||||||||||
| Legal and professional fee, related party | ( | ) | ( | ) | ||||||||||||
| Office and operating fee, related party | ( | ) | ( | ) | ( | ) | ||||||||||
| Provision for allowance for expected credit losses | ( | ) | ( | ) | ( | ) | ||||||||||
| Other general and administrative expenses | ( | ) | ( | ) | ||||||||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||
| Foreign exchange gain, net | ||||||||||||||||
| Change in fair value of warrant liabilities | ( | ) | ( | ) | ||||||||||||
| Others | ||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
The following tables present a summary of the Company’s assets by reportable segment as of September 30, 2025 and December 31, 2024:
| As of September 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Long-term investments, net | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Other assets | ||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| As of December 31, 2024 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Long-term investments, net | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Other assets | ( | ) | ||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
The Company’s major customers and operations are based in Hong Kong and the United States.
24
NOTE 5 — RESTRICTED CASH
As of September 30, 2025 and December 31,
2024, the Company has approximately $
NOTE 6 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Accounts receivable – related parties | ||||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
The Company generally conducts its business with creditworthy third parties. The Company determines, on a quarterly basis, the probable losses and an allowance for expected credit losses determined in accordance with the CECL model, based on historical losses, current economic conditions, forecasted future economic and market considerations, and in some cases, evaluating specific customer accounts for risk of loss. Accounts receivable are written off after exhaustive collection efforts occur and the receivable is deemed uncollectible. In addition, receivable balances are monitored on an ongoing basis and its exposure to bad debts is not significant.
For the three and nine months ended September 30, 2025, the Company has assessed the probable loss and there was additional provision for allowance for expected credit losses on accounts receivable.
For the three and nine months ended September
30, 2024, the Company has assessed the probable loss and made a provision for allowance for expected credit losses of $
For the three and nine months ended September
30, 2025, the Company has written-off $
25
NOTE 7 — LOANS AND NOTES RECEIVABLE, NET
| (a) | Loans Receivables, net |
The Company’s loans receivable, net was as follows:
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Residential mortgage loans | $ | $ | ||||||
| Less: allowance for expected credit losses | ( | ) | ||||||
| Loans receivable, net | $ | $ | ||||||
| Classifying as: | ||||||||
| Current portion | $ | $ | ||||||
| Non-current portion | ||||||||
| Loans receivable, net | $ | $ | ||||||
The interest rates on loans issued ranged
between
Mortgage loans are made to either business or individual customers in Hong Kong for a period of 1 to 25 years, which are fully collateralized and closely monitored for counterparty creditworthiness, with such collateral having a fair value in excess of the carrying amount of the loans as of September 30, 2025 and December 31, 2024.
Estimated allowance for expected credit losses is determined on quarterly basis, in accordance with the CECL model, for general credit risk of the overall portfolio, which is relied on an assessment of specific evidence indicating doubtful collection, historical loss experience, loan balance aging and prevailing economic conditions. If there is an unexpected deterioration of a customer’s financial condition or an unexpected change in economic conditions, including macroeconomic events, the Company will assess the need to adjust the allowance for expected credit losses. Any such resulting adjustments would affect earnings in the period that adjustments are made.
For the three and nine months ended September 30, 2025, the Company has assessed the probable loss and made a minimal provision for allowance for expected credit losses on loans receivable.
For the three and nine months ended September
30, 2024, the Company has assessed the probable loss and made a provision for allowance for expected credit losses of $
For the three and nine months ended September
30, 2025, the Company has written-off $
| (b) | Notes Receivables, net |
On February 24, 2023, the Company entered into
a subscription agreement and a convertible loan note instrument (collectively the “Agreements”) with Investment A. Pursuant
to the Agreements, the Company agrees to subscribe an aggregate amount of approximately $
26
In accordance with ASC Topic 326, the Company accounts for its allowance for expected credit losses on notes receivable using the CECL model. Periodic changes to the allowance for expected credit losses are recognized in the consolidated statements of operations and comprehensive loss.
For the three and nine months ended September 30, 2025, the Company has evaluated the probable losses on the notes receivable and there was additional provision for allowance for expected credit losses on notes receivables.
For the three and nine months ended September
30, 2024, the Company has evaluated the probable losses on the notes receivable and made a provision for allowance for expected credit
losses of $
NOTE 8 — PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| As cost: | ||||||||
| Building | $ | $ | ||||||
| Furniture, fixtures and equipment | ||||||||
| Computer equipment | ||||||||
| Motor vehicles | ||||||||
| Less: accumulated depreciation and impairment | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
NOTE 9 — LONG-TERM INVESTMENTS, NET
Long-term investments, net consisted of the following:
| As of | ||||||||||||||||
| Ownership interest | September 30, 2025 | Ownership interest | December 31, 2024 | |||||||||||||
| Marketable equity securities: | ||||||||||||||||
| Investment C | %* | $ | %* | $ | ||||||||||||
| Non-marketable equity securities: | ||||||||||||||||
| Investment A | % | % | ||||||||||||||
| Investment B | % | % | ||||||||||||||
| Investment D | % | % | ||||||||||||||
| Investment E, related party | % | % | ||||||||||||||
| Investment G | % | % | ||||||||||||||
| Investment H | % | % | ||||||||||||||
| Net carrying value | $ | $ | ||||||||||||||
| * |
Investments in Marketable Equity Securities
Investments in equity securities, such as, marketable securities, are accounted for at its current market value with the changes in fair value recognized in net gain (loss). Investment C was listed and publicly traded on Nasdaq Stock Exchange.
27
Investments in Non-Marketable Equity Securities
Investments in non-marketable equity securities consist of investments in limited liability companies in which the Company’s interests are deemed minor and long-term, strategic investments in companies that are in various stages of development. These investments do not have readily determinable fair values and, therefore, are reported at cost, minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer.
Management assesses each of these investments on an individual basis, subject to a periodic impairment review and considers qualitative and quantitative factors including the investee’s financial condition, the business outlook for its products and technology, its projected results and cash flow, financing transactions subsequent to the acquisition of the investment, the likelihood of obtaining subsequent rounds of financing and cash usage. The Company is not required to determine the fair value of these investments unless impairment indicators existed. When an impairment exists, the investment will be written down to its fair value by recording the corresponding charge as a component of other income (expense), net. Fair value is estimated using the best information available, which may include cash flow projections or other available market data.
The following table presents the movement of non-marketable equity securities as of September 30, 2025 and December 31, 2024:
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Balance at beginning of period/year | $ | $ | ||||||
| Additions | ||||||||
| Disposal | ( | |||||||
| Adjustments: | ||||||||
| Downward adjustments | ( | ) | ||||||
| Foreign exchange adjustment | ( | ) | ||||||
| Balance at end of period/year | $ | $ | ||||||
Cumulative unrealized gains and losses, included in the carrying value of the Company’s non-marketable equity securities:
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Downward adjustments (including impairment) | $ | ( | ) | $ | ( | ) | ||
| Upward adjustments | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
28
Investment loss, net is recorded as other expense in the Company’s condensed consolidated statements of operations and comprehensive loss and consisted of the following:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Non-marketable equity securities: | ||||||||||||||||
| Unrealized losses (including impairment) – Investment B | $ | $ | $ | $ | ( | ) | ||||||||||
| Investment loss, net | $ | $ | $ | $ | ( | ) | ||||||||||
NOTE 10 — BORROWINGS
The borrowings consisted of the followings:
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Mortgage borrowings (a) | $ | $ | ||||||
| Short-term loans (b) | ||||||||
| Short-term loans, related parties (c) | ||||||||
| Factoring loan (d) | ||||||||
| Total | $ | $ | ||||||
Notes:
| (a) | Mortgage Borrowings |
In February 2023, the Company obtained a mortgage
loan of approximately $
On October 31, 2024, the Company entered into
a preliminary sales and purchase agreement with an independent third party to sell the office premises with a cash consideration of approximately
$
29
In July 2024, the Company partially settled approximately
$
As of September 30, 2025 and December 31,
2024, the carrying value of the loan is $
| (b) | Short-term Loans |
In connection with the Merger Transaction,
the Company assumed the liabilities of Triller Corp, which includes the short-term notes assumed at an aggregate principal amount of
$
On November 27, 2024, the Company also obtained
a short-term loan of approximately $
As of September 30, 2025 and December 31, 2024, the aggregate outstanding
principal and accrued interest was approximately $
As of the date of issuance of these condensed consolidated financial statements, the Company has not repaid the amount due and considered default of settlement.
| (c) | Short-term Loans, Related Parties |
In September 2023, the Company obtained short-term
loans of approximately $
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Corp, which includes the borrowing entered with De Silva 2000 Living Trust for a principal
of approximately $
In October 2024, the Company entered a loan
facility agreement with one of its stockholders, TAG Holding Limited for borrowings up to $
On October 16, 2024, Triller Corp. entered
a short-term loan agreement with Giant Wisdom Ventures Limited for a principal of approximately $
In November and December 2024, the Company
obtained aggregate short-term loans of approximately $
On March 21, 2025, the Company entered into
short-term loan agreements with Giant Wisdom Ventures Limited for aggregate principal of $
As of September 30, 2025 and December 31,
2024, the aggregate outstanding loan balance was approximately $
| (d) | Factoring loan |
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Corp.’s subsidiary, Flipps Media Inc. (“Flipps”), which included certain
sale of future receipts agreements (the “Agreements”) entered with certain third-party financing companies in October 2024.
Pursuant to the Agreements, Flipps sold its future receipts of approximately $
As of September 30, 2025 and December 31,
2024, the outstanding principal balance, net of debt discount, was approximately $
30
NOTE 11 — CONVERTIBLE DEBTS, NET
| (i) | TFI Note |
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Corp, which includes convertible notes issued to Total Formation Inc. (“TFI”),
stockholder of the Company, with a total principal balance of approximately $
As of September 30, 2025 and December 31,
2024, the TFI Note was reported at a fair value of approximately $
As of the date of issuance of these unaudited condensed consolidated financial statements, the Company has not repaid the amount due and considered default of settlement.
| (ii) | Exchangeable Note |
On October 16, 2024, the Company issued an exchangeable
note of approximately $
As of September 30, 2025 and December 31,
2024, the fair value of the note is approximately $
| (iii) | Convertible Promissory Note - Yorkville |
On April 25, 2024, the Company entered into an amended and restated standby equity purchase agreement (the “First A&R SEPA”) with YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”), and Triller Corp.
In connection with the A&R SEPA, Yorkville
agreed to an advance to the Triller Corp in the form of convertible promissory notes in a principal amount up to approximately $
On June 28, 2024, the Company, Triller Corp and
Yorkville entered into the Second A&R SEPA to modify the First A&R SEPA dated April 25, 2024. Pursuant to the Second A&R
SEPA, Yorkville provides to the Company financing in the principal amount of $
31
Yorkville may convert the First Pre-Paid Advance
and Second Pre-Paid Advance into the common shares at any time after the Merger at a fixed conversion price equal to (i) the principal
amount and interests, divided by (ii) the determination of the lower of (a)
On July 2, 2024, the Company received approximately
$
On June 20, 2025, Yorkville effected a foreclosure under the Triller
Pledge Agreement. This action was undertaken by Yorkville following its allegations of various events of default by the Company under
the terms of the Yorkville Convertible Promissory Note, dated June 28, 2024, and other related transaction documents, including the Second
A&R SEPA. Yorkville had previously sought to accelerate payment of all amounts due under the Yorkville Convertible Promissory Note.
Although the Company has not received a formal notice of foreclosure from Yorkville, the Company became aware through a transfer agent
statement that
As of September 30, 2025 and December 31, 2024, the Company issued
convertible promissory notes in an aggregate of approximately $
Common Warrants to Yorkville
Also, pursuant to the First A&R SEPA and
Second A&R SEPA, the Company issued a warrant (the “Common Warrant”) to Yorkville to purchase up to a number of shares
of common stock of the Company equal to
The Company analyzed the conversion feature of the agreement for derivative accounting consideration under ASC 815 and determined that the embedded conversion features should be classified as a derivative because the exercise price of these convertible notes are subject to a variable conversion rate. The Company has determined that the conversion feature is not considered to be solely indexed to the Company’s own shares and is therefore not afforded equity treatment.
The Company recorded amortization of debt
discount and direct issuance costs and accrued interest of convertible promissory notes payable in interest expense in the unaudited
condensed consolidated statements of operations and comprehensive loss of approximately $
On November 26, 2024, Yorkville initiated litigation against Triller, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings Limited (“Defendants”) by filing a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the “Motion”), seeking a judgment finding Defendants liable for all amounts allegedly owed under the convertible promissory note, including interest, plus costs, legal fees, and expenses incurred by Yorkville (see Note 17). As of the date of issuance of these condensed consolidated financial statements, the Company has not repaid the amount due and considered default of settlement.
NOTE 12 — WARRANTS
In connection with the merger transaction
completed on October 15, 2024, the exercise prices for, and the shares underlying, all previously outstanding public warrants (“AGBA
Public Warrants”), Class A warrants (“AGBA Class A Warrants”), and common warrants (“AGBA Common Warrants”)
(collectively, “AGBA Warrants”) issued by AGBA were adjusted in accordance with the terms of such warrant instruments to
reflect the previously announced and implemented 1.9365-to-1 Forward Split and 1-for-4 Reverse Split.
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The Company has issued different classes of warrants, as follows:
Equity Classified Warrants
| (a) | Public Warrants |
Each public warrant entitles the holder thereof
to purchase one-quarter (1/4) of one share of common stock at a price of $
Once the warrants become exercisable, the Company may call the outstanding warrants (including any outstanding warrants issued upon exercise of the unit purchase option issued to Maxim Group LLC) for redemption:
| ● | in whole and not in part; |
| ● | at
a price of $ |
| ● | upon
a minimum of |
| ● | if,
and only if, the last sales price of the common stock equals or exceeds $ |
| ● | if, and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
If the Company calls the warrants for redemption as described above, the management of the Company will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of common stock equal to the quotient obtained by dividing (x) the product of the number of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Whether the Company will exercise its option to require all holders to exercise their warrants on a “cashless basis” will depend on a variety of factors including the price of its common stock at the time the warrants are called for redemption, the Company’s cash needs at such time and concerns regarding dilutive share issuances.
The public warrants qualify for the derivative scope exception under ASC 815 and are therefore presented as a component of stockholders’ (deficit) equity on the condensed consolidated balance sheets without subsequent fair value re-measurement.
As of September 30, 2025 and December 31,
2024, there were
| (b) | Replacement Warrants |
On October 15, 2024, pursuant to the Merger
Agreement, the Company issued
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The replacement warrants may be exercised in full or in part during the exercise period from the issue date to 2028. The holders will have the option to exercise warrants on a “cashless exercise.” In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares equal to the quotient obtained by dividing (x) the product of the number of shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the volume average reported last sale price of the shares for the 10 trading days prior to the exercise date.
As of September 30, 2025 and December 31,
2024, there were
Liability Classified Warrants
| (a) | Warrant - Class A |
On May 2, 2024, the Company issued
As of September 30, 2025 and December 31,
2024, there were
| (b) | Common Warrants |
On June 28, 2024, the Company issued
As of September 30, 2025 and December 31,
2024, there were
The Company has accounted for and presented Warrant – Class A and Common Warrants as liabilities on the condensed consolidated balance sheets, in accordance with ASC 480. The fair value of the warrant liabilities is valued by an independent valuer using a Binominal pricing model. The warrant liabilities were classified as Level 3 due to the use of unobservable inputs.
The key inputs into the Binominal pricing model were as follows at their measurement dates:
| As of September 30, 2025 | ||||||||
| Common Warrants | Warrants – Class A | |||||||
| Input | ||||||||
| Share price | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Volatility | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Warrant remaining life (years) | ||||||||
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NOTE 13 — OPERATING LEASES
The Company has entered into a commercial operating
lease with an independent third party for the use of an office in Hong Kong. The lease has an original term exceeding
Supplemental balance sheet information related to the operating lease was as follows:
| As of | ||||||||
September 30, 2025 | December 31, 2024 | |||||||
| Operating lease: | ||||||||
| Right-of-use asset | $ | $ | ||||||
| Less: accumulated amortization and impairment | ( | ) | ( | ) | ||||
| Right-of-use asset, net | $ | $ | — | |||||
| Lease liabilities: | ||||||||
| Current lease liabilities | $ | $ | ||||||
| Non-current lease liabilities | ||||||||
| Total lease liabilities | $ | $ | ||||||
Operating lease expense for the three and
nine months ended September 30, 2025 was approximately $
Operating lease expense for the three and
nine months ended September 30, 2024 was approximately $
Other supplemental information about the Company’s operating lease as of September 30, 2025 and December 31, 2024 are as follow:
| As of | ||||||||
September 30, 2025 | December 31, 2024 | |||||||
| Weighted average discount rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
Maturities of operating lease liabilities as of September 30, 2025 were as follows:
| For the year ending September 30, | Operating lease | |||
| 2026 | $ | |||
| Total minimum lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities | $ | |||
35
NOTE 14 — STOCKHOLDERS’ DEFICIT
| (a) | Common Stock |
The Company has
On October 1, 2024, the Company effected a
1.9365-to-1 forward stock split (the “Forward Split”), resulting in an increase in the total number of authorized common
stocks from
Further, on October 15, 2024, immediately prior to the completion of the redomiciliation and merger transaction, the Company effected a 1-for-4 reverse stock split (the “Reverse Split”), resulting in the proportional adjustments to the par value of the ordinary shares, the authorized number of ordinary shares, and the number of outstanding ordinary shares. Proportional adjustments were also made to all outstanding stock options, warrants, and common warrants in accordance with their respective terms. The Reverse Split did not change the par value of the Company’s common stock or the authorized number of shares. All fractional shares were rounded up to the nearest whole share with respect to outstanding shares of common stock.
All share and warrant numbers and per share amounts are retroactively presented in this Form 10-Q to reflect the impact of the Forward Split and the Reverse Split as if they had taken effect on January 1, 2024.
During the nine months ended September 30,
2025, the Company issued
| (i) |
| (ii) |
| (iii) |
| (iv) |
| (v) |
| (vi) |
| (vii) | In March 2025, the Company entered into a Settlement and Release Agreement with 13080 Advisors LLC (“13080”) to dismiss the arbitration against the Company. The Company agreed to issue a total of
|
| (viii) |
| (ix) |
There were
To the date of the accompanying unaudited
condensed consolidated financial statements issued, there were
36
For the three and nine months ended September
30, 2025, the Company recorded approximately $
For the three and nine months ended September
30, 2024, the Company recorded approximately $
| (b) | Preferred Stock |
The Company has authorized a total of
A description of each class of preferred stock is listed below:
Series A-1 Preferred Stock
The Company designated up to
In connection with the Merger Transaction, the
Company issued
There were
Series B Preferred Stock
The Company designated up to
There were
| (c) | Preferred Stock To Be Issued |
During the nine months ended September 30,
2025, the Company issued
As of September 30, 2025 and December 31,
2024, there was and
| (d) | Common Stock To Be Issued |
The Company has committed to issue common stocks as compensation for services:
| (i) |
| (ii) |
There were
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| (e) | Common Stock Held In Escrow |
There were
During the nine months ended September 30,
2025 and 2024,
There were
| (f) | 2023 Share Award Scheme (the “Scheme”) |
Pursuant to the Share Award Scheme, the Company
filed S-8 registration statement to register up to
The fair value of the common stock granted during the period is measured based on the closing price of the Company’s common stocks as reported by Nasdaq Exchange on the date of grant. For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the unaudited condensed consolidated statements of operations and comprehensive loss.
| (g) | Restricted Share Units (“RSUs”) |
In December 2022, the Company approved and granted
In January 2025, the Company approved and
granted
For the RSUs, the fair value is recognized over
the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends
will be paid. The Company has assumed
As of September 30, 2025 and December 31,
2024,
During the three and nine months ended September
30, 2025, the Company recorded approximately $
During the three and nine months ended September
30, 2024, the Company recorded approximately $
As of September 30, 2025 and December 31,
2024, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $
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A summary of the activities for the Company’s RSUs as of September 30, 2025 and December 31, 2024 is as follow:
| As of | ||||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||
| Number of RSUs | Weighted Average Grant Price | Number of RSUs | Weighted Average Grant Price | |||||||||||||
| Outstanding, beginning of period/year | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Vested | ( | ) | $ | ( | ) | $ | ||||||||||
| Forfeited | $ | ( | ) | $ | ||||||||||||
| Outstanding, end of period/year | $ | $ | ||||||||||||||
| (i) | 2024 Equity Incentive Plan |
Pursuant to the 2024 Equity Incentive Plan
(the “2024 Plan”), the Company filed S-8 registration statement to register
The fair value of the common stock granted during the period is measured based on the closing price of the Company’s common stock as reported by Nasdaq Exchange on the date of grant. For those vested immediately on the date of grant, the fair value is recognized as stock-based compensation expense in the unaudited condensed consolidated statements of operations and comprehensive loss.
As of September 30, 2025 and December 31,
2024,
NOTE 15 — INCOME TAX EXPENSE
The provision for income tax expense consisted of the following:
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| U.S. | $ | $ | $ | $ | ||||||||||||
| Other than U.S. | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Current tax | $ | $ | $ | $ | ||||||||||||
| Deferred tax | ||||||||||||||||
| Income tax expense | ||||||||||||||||
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The Company’s subsidiaries mainly operate in Hong Kong and the U.S. that are subject to taxes in the jurisdictions in which they operate, as follows:
United States of America
The Company is formed in the State of Delaware,
the Company is subject to the federal income tax rate of
British Virgin Islands
The Company’s subsidiaries are incorporated in the British Virgin Islands and is not subject to taxation. In addition, upon payments of dividends by these entities to their stockholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
The Company’s subsidiaries operating in
Hong Kong are subject to the Hong Kong Profits Tax at the income tax rates ranging from
For the nine months ended September 30, 2025
and 2024, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable tax rate for
the first HK$
The following table sets forth the significant components of the deferred tax assets of the Company as of September 30, 2025 and December 31, 2024:
| As of | ||||||||
September 30, 2025 | December 31, 2024 | |||||||
| Deferred tax assets, net: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net: | $ | $ | ||||||
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As of September 30, 2025, the operations incurred
approximately $
Uncertain tax positions
The Company evaluates the uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2025 and December 31, 2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the nine months ended September 30, 2025 and 2024 and also did not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from September 30, 2025.
NOTE 16 — RELATED PARTY BALANCES AND TRANSACTIONS
The table below sets forth major related parties of the Company and their relationships with the Company.
| Name | Relationship with the Company | |
| JFA Capital | ||
| NSD Capital | ||
| TAG Holdings Limited | ||
| TAG Financial Holdings Limited | ||
| Convoy Financial Services Limited | ||
| Convoy Global Holdings Limited | ||
| Giant Wisdom Ventures Limited | ||
| Atlas Merchant Capital LLC | ||
| Wong Suet Fai Almond | ||
| De Silva Trust | ||
| HCMPS Healthcare Holdings Limited | ||
| Total Formation Inc. |
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attain adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by the stockholder. Amounts represent advances or amounts paid in satisfaction of liabilities.
| (i) | Related party balances |
Related party balances consisted of the following:
| As of | ||||||||||
September 30, 2025 | December 31, 2024 | |||||||||
| Balance with related parties: | ||||||||||
| Other current liabilities | (a) | $ | $ | |||||||
| Borrowings | (b) | $ | $ | |||||||
| Long-term investment – Investment E | (c) | $ | $ | |||||||
| Convertible debts | (d) | $ | $ | |||||||
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| (a) |
| (b) |
| (c) |
| (d) |
| (ii) | Transactions with related parties |
In the ordinary course of business, during
the nine months ended September 30, 2025 and 2024, the Company involved with transactions, either at cost or current market prices and
on the normal commercial terms among related parties.
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Nature of transactions | ||||||||||||||||||
| Asset management service income | (e) | $ | $ | $ | $ | |||||||||||||
| Office and operating fee charge | (f) | |||||||||||||||||
| Legal and professional fees | (g) | |||||||||||||||||
| Interest expense | (h) | $ | $ | $ | $ | |||||||||||||
| (e) |
| (f) |
| (g) |
| (h) |
Apart from the transactions and balances detailed above and elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
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NOTE 17 — COMMITMENTS AND CONTINGENCIES
Regulatory Non-Compliance
On April 17, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2024. The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025.
On May 20, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its quarterly report on Form 10-Q for the period ended June 30, 2025. The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025.
On June 30, 2025, the Company received a written
notice (the “Notice”) from Nasdaq, notifying that the Company had publicly traded under $
Contractual Commitments
Sale and Purchase Agreement with Sony Life Singapore
Pursuant to the agreement dated April 5, 2023,
entered with Sony Life Singapore Pte. Ltd. (“SLS”), an independent third party, the Company is committed to purchase
Subsequently on March 14, 2025, SLS issued a
termination notice to terminate the agreement due to the Company’s failure to complete the transaction. On April 21, 2025, the
Company and SLS entered into a settlement agreement under which the Company is obligated to pay SLS a settlement amount of SGD
Legal Matters and Other Contingencies
From time to time, the Company is party to various claims and legal proceedings incident to the operation of its business. For example, the Company is currently involved in proceedings brought by music companies relating to the payment of royalties for music used on its platform, employment and related matters, consumer class actions and suits alleging, among other things, violations of state consumer protection or privacy laws, and contractual disputes over representations and warranties and post-closing obligations associated with business acquisitions.
In addition, third parties have from time to time claimed, and others may claim in the future, that the Company has infringed their intellectual property rights. The Company is subject to intellectual property disputes, including patent infringement claims, and management expects that it will continue to be subject to intellectual property infringement claims as its services expand in scope and complexity. The Company is not presently involved in any patent infringement and other intellectual property-related lawsuits. The Company may also become more vulnerable to third-party claims as laws such as the Digital Millennium Copyright Act are interpreted by the courts, and the Company becomes subject to laws in jurisdictions where the underlying laws with respect to the potential liability of online intermediaries are either unclear or less favorable. Management believes that additional lawsuits alleging that the Company has violated patent, copyright or trademark laws may be filed against it. Intellectual property claims, whether meritorious or not, are time consuming and often costly to resolve, could require expensive changes in the Company’s methods of doing business or the goods it sells, or could require the Company to enter into costly royalty or licensing agreements.
The Company is also subject to consumer claims or lawsuits relating to alleged violations of consumer protection or privacy rights and statutes, some of which could involve potentially substantial claims for damages, including statutory or punitive damages. Consumer and privacy-related claims or lawsuits, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, or require the Company to change its business practices, sometimes in expensive ways.
43
The Company is also subject to, or in the future may become subject to, a variety of regulatory inquiries, audits, and investigations across the jurisdictions where it conducts business, including, for example, inquiries related to consumer protection, employment matters and/or hiring practices, marketing practices, tax, unclaimed property and privacy rules and regulations. Any regulatory actions against the Company, whether meritorious or not, could be time consuming, result in costly litigation, damage awards, fines and penalties, injunctive relief or increased costs of doing business through adverse judgment or settlement, require the Company to change its business practices in expensive ways, require significant amounts of management time, result in the diversion of significant operational resources, materially damage its brand or reputation, or otherwise harm its business.
Legal expenses related to defense, negotiations, settlements, rulings and advice of outside legal counsel are expensed as incurred.
The Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. Those accruals represent management’s best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. For certain of the matters described above, there are inherent and significant uncertainties based on, among other factors, the stage of the proceedings, developments in the applicable facts of law, or the lack of a specific damage claim.
The Company’s accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation and other regulatory matters can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
The following describes material legal proceedings in which the Company is involved as of September 30, 2025:
| (i) | Action Case: CACV 1116/2025 (on appeal from HCA702/2018) |
On March 27, 2018, the writ of summons was issued against the Company and seven related companies of the former shareholder (the “Defendants”) by the Plaintiff. This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff. On February 23, 2023, the Court granted leave for this action be set down for trial of 13 days, and the trial will commence on November 25, 2024. On October 31, 2025, the Court granted judgement in favor of the Plaintiff. On November 28, 2025, the Defendants lodged and served the Notice of Appeal (CACV 1116/2025) to the Court of Appeal. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the appeal or the range of reasonably possible loss as the Court is in the process of quantifying the amount of damages.
| (ii) | Action Case: HCA765/2019 |
On April 30, 2019, the writ of summons was issued
against the Company’s subsidiary, three related companies and the former directors, stockholders and financial consultant by the
Plaintiff. This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory
damage of approximately $
| (iii) | Action Case: HCA2097 and 2098/2020 |
On December 15, 2020, the writs of summons were
issued against the Company and the former consultant by the Plaintiff. This action alleged the misrepresentation and conspiracy causing
the loss from the investment in corporate bond and claimed for compensatory damage of approximately $
44
| (iv) | Sony Music Entertainment |
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the litigation with Sony Music
Entertainment (“Sony”) alleging claims for breach of contract, copyright infringement, contributory copyright infringement,
and vicarious copyright infringement. The court entered judgement pursuant to stipulation in the amount of approximately $
| (v) | Sony Music Publishing Europe Limited (“SOLAR”) |
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the complaint filed by SOLAR in
the London, United Kingdom Circuit Common Court alleging claims of songwriter/producer music publishing rights infringement. A default
judgement for £
| (vi) | Music Licensing |
Triller Corp has outstanding contractual obligations
to various record labels, music publishers and performing rights organizations (collectively, “Rightsholders”) who have licensed
to Triller Corp the right to use sound recordings and musical compositions in connection with the operation of the Triller app and other
aspects of the Company’s business. As of September 30, 2025, the Company has recorded liabilities in the amount of approximately $
| (vii) | Fox Plaza Lease |
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the ongoing litigation with Fox
Plaza, LLC due to an alleged breach of a commercial office lease agreement as a result of an alleged failure to pay rents under the agreement.
The plaintiff seeks damages in excess of approximately $
| (viii) | Concentrix Daksh |
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the arbitration with Concentrix
Daksh Services India Private Ltd. (“Concentrix”). Concentrix alleges wrongful early termination of a services agreement and
seeks damages of approximately $
| (ix) | Epic Sports & Entertainment |
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Hold Co LLC and Triller Fight Club LLC related to litigation with Epic Sports & Entertainment,
Inc. (“Epic”) for alleged breach of a settlement agreement. Epic initially claimed damages of approximately $
45
| (x) | Samsung Arbitration Award |
In connection with the Merger Transaction, the
Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the arbitration with Samsung Electronics
Co., Ltd due to a breach of a commercial agreement and failure to pay the amounts owed under the contract. The U.S. District Court for
the Central District of California confirmed the award and entered a judgment of approximately $
| (xi) | Prem Parameswaren |
In connection with the Merger Transaction, the
Company assumed potential liabilities related to claims asserted by Prem Parameswaran, the former Chief Executive Officer of Triller
Corp for alleged unpaid compensation. To avoid litigation, the parties reached an agreement in principle for a settlement consisting
of $
| (xii) | Triller Legacy, LLC Settlement Agreement |
On July 26, 2024, Triller Hold Co, LLC and Triller
Acquisition, LLC entered into a settlement agreement with Triller Legacy, LLC (“Legacy”), original sellers of Triller Corp,
regarding the 2019 acquisition of Triller Corp from Legacy. The Company agreed to issue
| (xiii) | Bobby Sarnevesht |
The Company is subject to claims asserted
by Bobby Sarnevesht for alleged breach of a merger agreement and related contracts. The Company disputes the claims and the matter remains
unresolved. As of September 30, 2025, the Company has accrued approximately $
| (xiv) | YA II PN, LTD. v. Triller Group Inc.; Triller Corp.; Triller Hold Co LLC; Convoy Global Holdings Limited, Index No. 659314/2024 in the New York Supreme Court, Commercial Division |
On November 26, 2024, Yorkville (“Plaintiff”) initiated litigation against the Company, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings Limited (“Defendants”) by filing a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the “Motion”), seeking a judgment finding Defendants liable for all amounts allegedly owed under the convertible promissory note (the “Note”), dated June 28, 2024, including interest, plus costs, legal fees, and expenses incurred by Yorkville in enforcing the Note’s terms. On February 24, 2025, Defendants filed their opposition to the Motion, arguing that the Motion should be denied because Plaintiff’s reliance on CPLR 3213 was improper and because, even if Plaintiff’s reliance on CPLR 3213 were proper, triable disputes of fact preclude summary judgment in Plaintiff’s favor. On March 7, 2025, Plaintiff filed a reply in support of the Motion. On May 19, 2025, Yorkville’s initial motion for summary judgment in lieu of complaint, seeking immediate payment, was denied by the Supreme Court of the State of New York, New York County. The court determined that Yorkville’s right to payment depended on a detailed analysis of obligations under multiple intertwined documents, including the Yorkville Convertible Promissory Note, Second A&R SEPA, Registration Rights Agreement, and Pledge Agreements, thus converting the case to a plenary action. Yorkville filed a notice of appeal on May 28, 2025 and a new motion for summary judgment on July 1, 2025, asserting the Yorkville Convertible Promissory Note’s maturity date of June 28, 2025 (the “Maturity Date”).
46
On June 20, 2025, the Company transferred
On December 3, 2025, the Plaintiff filed responses
and objections (the “Responses and Objections”) to the Defendants’ first set of interrogatories dated November 3, 2025
to the Supreme Court of the State of New York County of New York (Index no.: 659314/2024). Pursuant to the Responses and Objections,
the Plaintiff stated its claims and contentions with respect to its damage resulting from the event of default that occurred under the
Note when the Defendants failed to pay all amounts due by the Maturity Date. The total amount owed under the Note, including interest,
plus costs, legal fees, and expenses incurred by Yorkville less the value of BKFC’s shares is approximately $
| (xv) | 13080 Advisors LLC v. Triller Group, Inc., Jams Reference No. 5220008039 (Los Angeles County, California) |
On December 18, 2024, 13080 Advisors LLC (“Claimant”) submitted a Notice of Arbitration and Demand for Arbitration (“13080 Arbitration Demand”) to JAMS to assert that Triller and TAG Holdings Limited (collectively as “Respondents”) have breached their alleged duties to Claimant under the following alleged agreements: (1) a partially executed document entitled “Grant Agreement for S-8 Registered Shares” dated March 14, 2024, and (2) a partially executed document entitled “Consulting Services Agreement” also dated March 14, 2024. The 13080 Arbitration Demand asserts four purported claims for relief: breach of contract, negligent misrepresentation, specific performance and declaratory relief. On February 18, 2025, Respondents submitted to JAMS a motion to dismiss all the claims for relief asserted in the 13080 Arbitration Demand along with a motion to strike Claimant’s requests for punitive damages. This motion remains pending and no arbitrator has been appointed. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any.
| (xvi) | Robert E. Diamond Jr.et al. v. Triller Group, Inc., Case No. 25-cv-00129 (PAE) (S.D.N.Y.) |
On January 7, 2025, Robert E. Diamond Jr (“Diamond”),
the former chairman of Triller’s board of directors and Atlas Merchant Capital LLC (collectively as “Plaintiffs”),
an advisory services company under Diamond’s control filed a lawsuit in federal district court in Manhattan, New York to allege
that Triller has failed to pay over or grant to Plaintiffs certain cash amounts and equity awards to which Plaintiffs were entitled pursuant
to various agreements between Plaintiffs and Triller. Plaintiffs claim that they are entitled to over $
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NOTE 18 — SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2025, up to the date that the unaudited condensed consolidated financial statements were available to be issued.
| (i) | In October 2025, the Company issued |
| (ii) | In October 2025, the Company issued |
| (iii) | In October 2025, the Company issued an aggregate of |
| (iv) | In October 2025, the Company issued an aggregate of 8,100,000 shares of common stock to the director and officers of the Company to compensate for the contributions of their services and performance. |
| (v) | In October to December 2025, the Company issued an aggregate of |
| (vi) | On October 14, 2025, the Company received a delisting determination letter (the “Determination Letter”) from Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the periods ended September 30, 2025 and June 30, 2025, respectively. The Company has requested to appeal the delisting determination and will attend the hearing to demonstrate its ability to regain and sustain long-term compliance.
On November 17, 2025, the Company received an additional delisting determination letter (the “Additional Determination Letter”) from Nasdaq indicating that since it failed to timely file its Form 10-Q for the period ended September 30, 2025, this serves as an additional basis for delisting.
Following a hearing held on November 25, 2025, the Panel has granted the Company an exception period subject to the Company satisfying the following conditions: |
| ● | File 2024 Form 10-K and delinquent Forms 10-Q for the quarters ended March 31, June 30, and September 30, 2025 on or before December 24, 2025; |
| ● | Regain compliance with the $ |
| ● | File its 2025 Form 10-K on or before March 31, 2026. |
| (vii) | In November and December 2025, the Company issued an aggregate of |
| (viii) | In December 2025, the Company issued |
| (ix) | On December 26, 2025, the Company received a determination letter from the Panel confirming the suspension trading on the Nasdaq Stock Market effective at the opening of the market on December 30, 2025 and delisting of the Company’s securities. This decision stems from the Company not having been able to file two periodic reports by a deadline of December 24, 2025 set by the Panel. |
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company” refer to Triller Group Inc. (formerly AGBA Group Holding Limited (“AGBA”)). 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.
Overview
Triller Group Inc. is formed in the State of Delaware, on October 15, 2024, which was established to domicile its legal jurisdiction from British Virgin Islands to the State of Delaware.
Nasdaq Listing Extension
We received a delisting determination letter on October 14, 2025 and an additional delisting determination letter on November 17, 2025 from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”), due to the our non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file the Form 10-K for the year ended December 31, 2024, and the Forms 10-Q for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025, respectively.
We requested a hearing before the Nasdaq Hearings Panel (the “Panel”) on October 21, 2025, and the hearing was held on November 25, 2025. On December 3, 2025, we received a decision letter from the Staff of Nasdaq, indicating that based on the information presented at the hearing, the Panel has determined to grant us an exception period to continue its listing on Nasdaq subject to the conditions that: (1) on or before December 24, 2025, we shall demonstrate compliance with the Listing Rule; (2) on or before February 27, 2026, we shall demonstrate compliance with the $1.00 per share minimum bid price requirement; and (3) on or before September 30, 2026, we shall file the Form 10-K for the year ended December 31, 2025. It is a requirement during the exception period that the we provide prompt notification of any significant events that occur during this time that may affect the our compliance with Nasdaq requirements.
Business overview
We are a global, artificial intelligence (“AI”) powered technology platform (“Technology Platform”) that serves a broad constituency of Creators and Brands around the world. “Creators” include influencers, artists, athletes, other individuals and public figures that utilize or have utilized our Technology Platform to create and publish content. Numerous famous Creators use our Technology Platform, including influencers like Charli D’Amelio and Bryce Hall and music artists like The Weeknd. “Brands” are companies, products or product lines which are active on our Technology Platform and utilize or have utilized one or more of our products or services offered through our Technology Platform (“Direct Brands”), or companies, products or product lines whose associated data we track, report on and make available to our clients as part of one or more of our product offerings (“Tracked Brands,” and collectively with Direct Brands, “Brands”). Brands that have utilized or continue to utilize our platform include McDonalds, Pepsi, Walmart, L’Oréal, Puma, Charmin and Major League Baseball.
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We help both Creators and Brands build relationships with their audiences to create awareness, drive content consumption, generate commerce and build culture. Our Triller app is a short-form video app similar to TikTok, Instagram Reels, YouTube shorts and other video apps that allow users to access both user generated and professionally generated content from Creators around the world. Since our inception through September 30, 2023, we have raised more than $420 million in capital and established more than 327 million Consumer Accounts on the Triller app and a total of 436 million Consumer Accounts on our Technology Platform. “Consumer Accounts” are included when consumers create accounts on a Triller brand or owned property and also when we employ our Technology Platform to create accounts on behalf of our Brands and Creators. We define Consumer Accounts as the total number of individual Consumer Accounts recorded in databases across the Triller app and TrillerTV (whether they are active or inactive on our Technology Platform) at or around the time of measurement, that we track and that are able to benefit from the services and features offered through our Technology Platform during the reported period. Users that simply accessed or viewed our content or partner content on our platform or any other social media platform are not included in the total number of Consumer Accounts above. Consumer Accounts that were created prior to acquisition by us are not included in the total number of Consumer Accounts above. Recently, we elected to take a proactive approach to the way in which we report our Consumer Accounts, which we believe is uncommon in our industry. While we believe that many social media companies include a significant number of “bot” accounts or “duplicate” accounts in their user metrics, we undertook a robust process to purge as many duplicate and bot accounts as practicable with our resources and in doing so we purged in excess of 200 million Consumer Accounts from our total user accounts metric.
Alongside the Triller app, Triller has dramatically expanded its portfolio of offerings through organic growth and strategic acquisitions becoming a diversified Technology Platform for the creation, distribution, measurement and monetization of digital, live and virtual content. It also produces content under its own and third-party Brands, including trendsetting music, sports, lifestyle, fashion and entertainment media that creates cultural moments, attracts users to Triller’s offerings and drives social interaction that serves as a cultural wellspring across digital society.
We operate within the global digital content marketplace, which is estimated to reach $577.4 billion in 2023 according to Statistica’s August 2023 report on worldwide digital media, and we focus our efforts on the $250 billion creator economy, as forecasted in a recent Goldman Sachs report on the creator economy. Goldman Sachs Research estimated the creator economy could reach $480 billion by 2027 in its April 2023 report titled “The creator economy could approach half-a-trillion dollars by 2027.”
Through our subsidiaries in Hong Kong, we are also a leading wealth management and healthcare institution based in Hong Kong servicing over 400,000 individual and corporate customers. We offer the broadest set of financial services and healthcare products in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs.
In addition to operating our Technology Platform, we currently operate in four market-leading businesses: our Platform Business, Distribution Business, Healthcare Business, and Fintech Business (collectively as “Financial Services Business”) and offer unique product and service offerings:
| - | B2B: tech-enabled broker management platform for advisors (“Platform Business”); and |
| - | B2C: market leading portfolio of wealth and health products (“Distribution Business”). |
We also have a market leadership in our healthcare business through our 4% stake in and a strategic partnership with HCMPS. It is one of the most reputed healthcare brands in Hong Kong. It has a network of over 700 healthcare service providers.
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Finally, we are an established operator and successful investor in the FinTech industry. We have carefully built out investment positions in FinTech, WealthTech and HealthTech businesses, applying lessons learned from our own distribution, platform and healthcare businesses.
Our largest distribution channel is the FA Business, operating under the brand name Focus. With its large salesforce of financial advisors, “Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers, primarily in connection with life insurance products. Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades, building up a large and highly productive salesforce. As of September 30, 2025, there were around 394 financial advisors at “Focus”, organized into 9 sales teams. Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.
In addition to the FA Business, we continued to expand our distribution footprint with the establishment and expansion of a number of additional distribution channels, collectively known as our Alternative Distribution Business. These distribution channels are targeted at specific customer segments and/or capturing specific distribution opportunities.
We have continued to make significant investments into developing and expanding our financial advisors salesforce, broadening and deepening the product range, as well as upgrading the supporting infrastructure. Our infrastructure not only supports the financial consultants in engaging with their customers, it also provides extensive operational support in relation to the processing of transactions, associated payment flows, as well as after-sales services. Building our infrastructure required substantial investments into technological, operational and financial systems, as well as the development of comprehensive operational and support teams (operations support, customer services, payments, etc.). Since many of the financial products offered to our customers are regulated, on top of the various operational requirements, we have built significant internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate level of regulatory compliance and supervision.
As a result of our efforts to expand our distribution capabilities and improve our supporting infrastructure, we have successfully developed these inter-related strategic assets:
| ● | Vast customer base in Hong Kong and growing customer base in Mainland China. | |
| ● | State-of-the-art supporting infrastructure. | |
| ● | Relationships with and access to a broad range of leading global financial product providers. | |
| ● | Deep market knowledge and understanding. | |
| ● | Highly productive and well-trained salesforce. |
We will continue to capitalize on these core strategic assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management and healthcare).
We will continue to widen our distribution footprint and actively explore further opportunities to develop partnerships and generate customer leads on the ground in Mainland China, as well as refining our abilities to service our customer base. We expect sales volumes to return to the levels previously recorded, prior to the pandemic period, especially with the re-opening of the Mainland border and the ongoing integration of Hong Kong into the Greater Bay area.
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Results of Operations
Comparison of the Three Months Ended September 30, 2025 and 2024:
The following tables set forth our results of operations for the periods presented in U.S. dollars (in thousands):
| Three months ended September 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Loans interest income | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| Commission | — | — | 5,005 | — | — | 5,005 | ||||||||||||||||||
| Recurring asset management service fees | — | — | 651 | — | — | 651 | ||||||||||||||||||
| Total revenue | — | — | 5,656 | — | — | 5,656 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Commission expense | — | — | (3,928 | ) | — | — | (3,928 | ) | ||||||||||||||||
| Sales and marketing expenses | (699 | ) | — | 703 | (145 | ) | — | (141 | ) | |||||||||||||||
| Research and development expenses | (1,002 | ) | 204 | (51 | ) | (203 | ) | — | (1,052 | ) | ||||||||||||||
| Personal and benefit expenses | (4,078 | ) | 53 | (29 | ) | (14,381 | ) | — | (18,435 | ) | ||||||||||||||
| Legal and professional fee | — | — | — | (2,814 | ) | — | (2,814 | ) | ||||||||||||||||
| Office and operating fee, related party | — | — | — | (1,254 | ) | — | (1,254 | ) | ||||||||||||||||
| Provision for allowance for expected credit losses | — | — | (159 | ) | — | — | (159 | ) | ||||||||||||||||
| Other general and administrative expenses | (1,662 | ) | (482 | ) | (465 | ) | 1,682 | — | (927 | ) | ||||||||||||||
| Total operating expenses | (7,441 | ) | (225 | ) | (3,929 | ) | (17,115 | ) | — | (28,710 | ) | |||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||
| Interest income | — | — | 3 | — | — | 3 | ||||||||||||||||||
| Interest expense | (2,610 | ) | 28 | (152 | ) | (970 | ) | (3,704 | ) | |||||||||||||||
| Foreign exchange (loss) gain, net | (47 | ) | 41 | (566 | ) | (42 | ) | — | (614 | ) | ||||||||||||||
| Others | 6 | (6 | ) | (359 | ) | 395 | — | 36 | ||||||||||||||||
| Total other income (expense), net | (2,651 | ) | 63 | (1,074 | ) | (617 | ) | — | (4,379 | ) | ||||||||||||||
| Income tax expense | — | — | (42 | ) | — | — | (42 | ) | ||||||||||||||||
| Net income (loss) | $ | (10,092 | ) | $ | (162 | ) | $ | 611 | $ | (17,732 | ) | $ | — | $ | (27,375 | ) | ||||||||
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| Three months ended September 30, 2024 | ||||||||||||||||
| Financial services | Corporate | Elimination | Consolidated | |||||||||||||
| Revenue | ||||||||||||||||
| Commission | $ | 4,785 | $ | — | $ | — | $ | 4,785 | ||||||||
| Asset management service fees | 595 | — | — | 595 | ||||||||||||
| Loans interest income | 60 | — | — | 60 | ||||||||||||
| Total revenue | 5,440 | — | — | 5,440 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Commission expense | (1,934 | ) | — | — | (1,934 | ) | ||||||||||
| Sales and marketing expenses | (93 | ) | — | — | (93 | ) | ||||||||||
| Research and development expenses | (401 | ) | — | — | (401 | ) | ||||||||||
| Personal and benefit expenses | (3,756 | ) | (3,071 | ) | — | (6,827 | ) | |||||||||
| Legal and professional fee | (2,594 | ) | — | — | (2,594 | ) | ||||||||||
| Legal and professional fee, related party | — | (250 | ) | — | (250 | ) | ||||||||||
| Office and operating fee, related party | (564 | ) | (525 | ) | — | (1,089 | ) | |||||||||
| Provision for allowance for expected credit losses | (134 | ) | (1 | ) | — | (135 | ) | |||||||||
| Other general and administrative expenses | 2,251 | (3,403 | ) | — | (1,152 | ) | ||||||||||
| Total operating expenses | (7,225 | ) | (7,250 | ) | — | (14,475 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | 303 | — | — | 303 | ||||||||||||
| Interest expense | (46 | ) | (1,102 | ) | — | (1,148 | ) | |||||||||
| Foreign exchange gain, net | — | 1,104 | — | 1,104 | ||||||||||||
| Change in fair value of warrant liabilities | — | (632 | ) | — | (632 | ) | ||||||||||
| Others | — | 26 | — | 26 | ||||||||||||
| Total other income (expense), net | 257 | (604 | ) | — | (347 | ) | ||||||||||
| Income tax expense | (37 | ) | — | — | (37 | ) | ||||||||||
| Net loss | $ | (1,565 | ) | $ | (7,854 | ) | $ | — | $ | (9,419 | ) | |||||
Revenue
The following table summarizes the major operating revenues for the three months ended September 30, 2025 and 2024:
| Three Months ended September 30, | ||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Business segment | ||||||||||||||||
| Social media | $ | — | $ | — | — | — | ||||||||||
| Sports streaming | — | — | — | — | ||||||||||||
| Financial services | 5,656 | 5,440 | 216 | 3.97 | ||||||||||||
| TOTAL | $ | 5,656 | $ | 5,440 | 216 | 3.97 | ||||||||||
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Social media and Sports streaming
Since October 2024, we completed the merger transaction pursuant to the merger agreement, through which we acquired all of the equity interests of Triller Corp. Following the acquisition, Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments: social media and sports 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 income from social media and sports streaming business segments are generated during the three months ended September 30, 2025 and 2024. The Company generated minimal operations in these two segments during the three months ended September 30, 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 increased by $0.2 million or 3.97% from $5.4 million for the three months ended September 30, 2024 to $5.6 million for the three months ended September 30, 2025.
Operating Expenses
Commission Expense
The commission expense related to financial services increased by $2.0 million, or 103.10% from $1.9 million for the three months ended September 30, 2024 to $3.9 million for the three months ended September 30, 2025. As a result of the increase in revenue associated with the financial services, commission expense increased correspondingly.
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Sales and Marketing Expense
Sales and marketing expense slightly increased by $0.04 million or 51.61% from $0.09 million for the three months ended September 30, 2024 to $0.1 million for the three months ended September 30, 2025.
Research and Development Expense
Research and development expense increased by $0.7 million, or 162.34% from $0.4 million for the three months ended September 30, 2024 to $1.1 million for the three months ended September 30, 2025. The increase was primarily due to additional expense incurred by Triller Corp. and its subsidiaries, which was acquired on October 15, 2024.
Personnel and Benefit Expense
Personnel and benefit expenses primarily consist of personnel-related costs and benefits and stock-based compensation costs for our administrative, legal, human resources, information technology, corporate development, finance and accounting employees and executives.
| Three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Personnel and benefit | $ | 5,950 | $ | 3,517 | 2,433 | 69.18 | ||||||||||
| Share-based compensation to employees | 12,485 | 3,310 | 9,175 | 277.19 | ||||||||||||
| TOTAL | $ | 18,435 | $ | 6,827 | 11,608 | 170.03 | ||||||||||
Personnel and benefit cost increased by $2.4 million, or 69.18% from $3.5 million for the three months ended September 30, 2024 to $5.9 million for the three months ended September 30, 2025. The increase was primarily attributable to the additional headcount from the acquisition of Triller Corp. and its subsidiaries, which was completed on October 15, 2024.
Stock-based compensation for executive directors and employees increased by $9.2 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily due to the settlement of accrued salaries to certain executive directors and employees of the Company and the amortization of the fair value of restricted share units. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.
Legal and Professional Fees
Legal and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.
| Three
months ended September 30, |
||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Legal and professional fee | $ | 1,246 | $ | 1,915 | (669 | ) | (34.93 | ) | ||||||||
| Legal and professional fee, related party | — | 250 | (250 | ) | (100.00 | ) | ||||||||||
| Consulting fees (stock-based related) | 1,568 | 679 | 889 | 130.93 | ||||||||||||
| TOTAL | $ | 2,814 | $ | 2,844 | (30 | ) | (1.05 | ) | ||||||||
Legal and professional fees decreased by $0.7 million, or 34.93%, from $1.9 million for the three months ended September 30, 2024, to $1.2 million for the three months ended September 30, 2025. The decrease was primarily attributable to the decrease in the US legal counsel fees incurred during the period.
Consulting fees under stock-based compensation increased by $0.9 million or 130.93% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was mainly attributed to the increase in corporate strategic consultancy and business marketing service rendered by certain third party consultants.
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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 September 30, 2025 and 2024, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.2 million and $0.1 million, respectively.
Other General and Administrative Expense
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 slightly decreased by $0.2 million, or 19.53% from $1.1 million for the three months ended September 30, 2024 to $0.9 million for the three months ended September 30, 2025.
Other Income (Expense), net
Other income (expense), net primarily consisted of interest income, foreign exchange loss, net, and interest expense.
For the three months ended September 30, 2025, the aggregate other expense, net increased by $3.9 million or 1,133.14% as compared to the same period in 2024. The increase was mainly attributable to the increase in interest expense of $2.6 million, which were mainly incurred by Triller Corp and its subsidiaries and the increase in foreign exchange loss of $1.7 million.
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Net Loss
Net loss increased by $18.0 million, or 190.6% for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The increase was primarily due to the increase in operating expenses and other expense, net in three segments.
Nine months ended September 30, 2025 vs nine months ended September 30, 2024
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Loans interest income | $ | — | $ | — | $ | 35 | $ | — | $ | — | $ | 35 | ||||||||||||
| Commission | — | — | 14,649 | — | — | 14,649 | ||||||||||||||||||
| Recurring asset management service fees | — | — | 1,268 | — | — | 1,268 | ||||||||||||||||||
| Total revenue | — | — | 15,952 | — | — | 15,952 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Commission expense | — | — | (9,757 | ) | — | — | (9,757 | ) | ||||||||||||||||
| Sales and marketing expenses | (699 | ) | — | 633 | (145 | ) | — | (211 | ) | |||||||||||||||
| Research and development expenses | (3,305 | ) | — | (149 | ) | (682 | ) | — | (4,136 | ) | ||||||||||||||
| Personal and benefit expenses | (12,149 | ) | (621 | ) | (140 | ) | (61,658 | ) | — | (74,568 | ) | |||||||||||||
| Legal and professional fee | — | — | — | (14,583 | ) | — | (14,583 | ) | ||||||||||||||||
| Office and operating fee, related party | — | — | — | (3,619 | ) | — | (3,619 | ) | ||||||||||||||||
| Provision for allowance for expected credit losses | — | — | (297 | ) | — | — | (297 | ) | ||||||||||||||||
| Other general and administrative expenses | (6,553 | ) | (535 | ) | (6,584 | ) | 8,800 | — | (4,872 | ) | ||||||||||||||
| Total operating expenses | (22,706 | ) | (1,156 | ) | (16,294 | ) | (71,887 | ) | — | (112,043 | ) | |||||||||||||
| Other income (expense), net | ||||||||||||||||||||||||
| Interest income | 165 | — | 8 | — | — | 173 | ||||||||||||||||||
| Interest expense | (8,012 | ) | (356 | ) | (462 | ) | (4,847 | ) | (13,677 | ) | ||||||||||||||
| Foreign exchange gain, net | 362 | — | 1,952 | 1 | — | 2,315 | ||||||||||||||||||
| Bad debts written-off | (5,441 | ) | — | — | — | — | (5,441 | ) | ||||||||||||||||
| Others | 6 | (6 | ) | (209 | ) | 395 | — | 186 | ||||||||||||||||
| Total other income (expense), net | (12,920 | ) | (362 | ) | 1,289 | (4,451 | ) | — | (16,444 | ) | ||||||||||||||
| Income tax expense | — | — | (97 | ) | — | — | (97 | ) | ||||||||||||||||
| Net income (loss) | $ | (35,626 | ) | $ | (1,518 | ) | $ | 850 | $ | (76,338 | ) | $ | — | $ | (112,632 | ) | ||||||||
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| Nine months ended September 30, 2024 | ||||||||||||||||
| Financial services | Corporate | Elimination | Consolidated | |||||||||||||
| Revenue | ||||||||||||||||
| Commission | $ | 15,661 | $ | — | $ | — | $ | 15,661 | ||||||||
| Asset management service fees | 2,233 | — | — | 2,233 | ||||||||||||
| Loans interest income | 123 | — | — | 123 | ||||||||||||
| Total revenue | 18,017 | — | — | 18,017 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Commission expense | (7,697 | ) | — | — | (7,697 | ) | ||||||||||
| Sales and marketing expenses | (606 | ) | — | — | (606 | ) | ||||||||||
| Research and development expenses | (1,354 | ) | — | — | (1,354 | ) | ||||||||||
| Personal and benefit expenses | (6,458 | ) | (11,906 | ) | — | (18,364 | ) | |||||||||
| Legal and professional fee | (4,707 | ) | — | — | (4,707 | ) | ||||||||||
| Legal and professional fee, related party | — | (750 | ) | — | (750 | ) | ||||||||||
| Office and operating fee, related party | (1,694 | ) | (1,587 | ) | — | (3,281 | ) | |||||||||
| Provision for allowance for expected credit losses | (1,722 | ) | (156 | ) | — | (1,878 | ) | |||||||||
| Other general and administrative expenses | 1,137 | (4,578 | ) | — | (3,441 | ) | ||||||||||
| Total operating expenses | (23,101 | ) | (18,977 | ) | — | (42,078 | ) | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | 390 | — | — | 390 | ||||||||||||
| Interest expense | (148 | ) | (1,575 | ) | — | (1,723 | ) | |||||||||
| Foreign exchange gain, net | — | 826 | — | 826 | ||||||||||||
| Change in fair value of warrant liabilities | — | (4,281 | ) | — | (4,281 | ) | ||||||||||
| Others | — | 98 | — | 98 | ||||||||||||
| Total other income (expense), net | 242 | (4,932 | ) | — | (4,690 | ) | ||||||||||
| Income tax expense | (98 | ) | — | — | (98 | ) | ||||||||||
| Net loss | $ | (4,940 | ) | $ | (23,909 | ) | $ | — | $ | (28,849 | ) | |||||
Revenue
The following table summarizes the major operating revenues for the nine months ended September 30, 2025 and 2024:
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Business segment | ||||||||||||||||
| Social media | $ | — | $ | — | — | — | ||||||||||
| Sports streaming | — | — | — | — | ||||||||||||
| Financial services | 15,952 | 18,017 | (2,065 | ) | (11.46 | ) | ||||||||||
| TOTAL | $ | 15,952 | $ | 18,017 | (2,065 | ) | (11.46 | ) | ||||||||
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Social media and Sports streaming
Since October 2024, we completed the merger transaction pursuant to the merger agreement, through which we acquired all of the equity interests of Triller Corp. Following the acquisition, Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments: social media and sports 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 addition, 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 income from social media and sports streaming business segments are generated during the nine months ended September 30, 2025 and 2024. The Company generated minimal operations in these two segments during the nine months ended September 30, 2025.
Financial services
Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income from financial services decreased by $2.1 million or 11.46% from $18.0 million for the nine months ended September 30, 2024 to $15.9 million for the nine months ended September 30, 2025. The decrease in revenue is primarily attributed to the economic recession and outward migration in Hong Kong.
Operating Expenses
Commission Expense
The commission expense related to financial services increased by $2.1 million, or 26.76% from $7.7 million for the nine months ended September 30, 2024 to $9.8 million for the nine months ended September 30, 2025. As a result of the increase in commission rate associated with the financial services, commission expense increased correspondingly.
Sales and Marketing Expense
Sales and marketing expenses decreased by $0.4 million or 65.18% from $0.6 million for the nine months ended September 30, 2024 to $0.2 million for the nine months ended September 30, 2025. The decrease was mainly attributed to lower spending associated with “AGBA” corporate branding.
Research and Development Expense
Research and development expenses increased by $2.8 million, or 205.47% from $1.3 million for the nine months ended September 30, 2024 to $4.1 million for the nine months ended September 30, 2025. The increase was primarily due to additional expense incurred by the Triller Corp. and its subsidiaries, which was acquired on October 15, 2024.
Personnel and Benefit Expense
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Personnel and benefit | $ | 20,716 | $ | 12,987 | 7,729 | 59.51 | ||||||||||
| Stock-based compensation to employees | 53,852 | 5,377 | 48,475 | 901.53 | ||||||||||||
| TOTAL | $ | 74,568 | $ | 18,364 | 56,204 | 306.06 | ||||||||||
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Personnel and benefit cost increased by $7.7 million, or 59.51% from $13.0 million for the nine months ended September 30, 2024 to $20.7 million for the nine months ended September 30, 2025. The increase was primarily attributable to the additional headcount from the acquisition of Triller Corp. and its subsidiaries, which was completed on October 15, 2024.
Stock-based compensation for executive directors and employees increased by $48.5 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was primarily due to the settlement of accrued salaries to certain executive directors and employees of the Company and the amortization of the fair value of restricted share units. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.
Legal and Professional Fees
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Legal and professional fees | $ | 8,526 | $ | 3,612 | 4,914 | 136.05 | ||||||||||
| Legal and professional fees, related party | — | 750 | (750 | ) | (100.00 | ) | ||||||||||
| Consulting fees (stock-based related) | 6,057 | 1,095 | 4,962 | 453.15 | ||||||||||||
| TOTAL | $ | 14,583 | $ | 5,457 | 9,126 | 167.23 | ||||||||||
Legal and professional fees increased by $4.9 million, or 136.05%, from $3.6 million for the nine months ended September 30, 2024, to $8.5 million for the nine months ended September 30, 2025. The increase was primarily attributable to the additional legal and professional fees incurred by Triller Corp. and its subsidiaries, which was acquired on October 15, 2024.
Consulting fees under stock-based compensation increased by $5.0 million or 453.15% for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The increase was mainly attributed to the increase in corporate strategic consultancy and business marketing service rendered by certain third party consultants.
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 nine months ended September 30, 2025 and 2024, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.3 million and $1.9 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 increased by $1.4 million, or 41.59% from $3.4 million for the nine months ended September 30, 2024 to $4.9 million for the nine months ended September 30, 2025. The increase was primarily attributable to the additional expenses incurred by Triller Corp. and its subsidiaries, which was acquired on October 15, 2024.
Other Income (Expense), net
Other income (expense), net consist of interest income, foreign exchange gain, net, sundry income and offset by interest expense and bad debts written-off.
For the nine months ended September 30, 2025, the aggregate other expense, net increased by $11.8 million or 250.62%. The increase was mainly attributable to the increase in bad debts written-off of $5.4 million and interest expense of $12.0 million, which were mainly incurred by Triller Corp and its subsidiaries. These amounts were offset by the increase in foreign exchange gain, net of $1.5 million and decrease in change in fair value of warrant liabilities of $4.3 million.
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Net Loss
Net loss increased by $83.8 million, or 290.42% for the nine months ended September 30, 2025, as compared to the same period in 2024. The increase was primarily due to the increase in operating expenses and total other expense, net in three segments.
Liquidity and Capital Resources
Sources of Liquidity
We have a history of operating losses and negative cash flow. For the nine months ended September 30, 2025, we reported a net loss of $112.6 million and reported a negative operating cash flow of $22.1 million. As of September 30, 2025, our cash balance was $2.9 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 2025 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 financings. 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.
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Cash Flows
As of September 30, 2025, we had cash and cash equivalents totaling $2.9 million, and $11.5 million in restricted cash.
As of December 31, 2024, we had cash and cash equivalents totaling $3.1 million, and $14.2 million in restricted cash.
Comparison of the nine months ended September 30, 2025 and 2024
The following table summarizes our cash flows for the periods presented:
| Nine months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| (US$ in thousands) | ||||||||
| Net cash used in operating activities | $ | (22,139 | ) | $ | (20,742 | ) | ||
| Net cash provided by investing activities | 1,527 | 2,579 | ||||||
| Net cash provided by financing activities | 17,609 | 18,255 | ||||||
| Effect on exchange rate change on cash and cash equivalents | 121 | (19 | ) | |||||
| Net change in cash, cash equivalents and restricted cash | (2,882 | ) | 73 | |||||
| Cash, cash equivalents and restricted cash, at the beginning | 17,261 | 18,678 | ||||||
| Cash, cash equivalents and restricted cash, at the end | $ | 14,379 | $ | 18,751 | ||||
| Representing as: | ||||||||
| Cash and cash equivalents | 2,897 | 5,093 | ||||||
| Restricted cash – fund held in escrow | 11,482 | 13,658 | ||||||
| $ | 14,379 | $ | 18,751 | |||||
The following table sets forth a summary of our working capital:
| September 30, 2025 | December 31, 2024 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Total Current Assets | $ | 16,756 | $ | 24,089 | (7,333 | ) | (30.44 | ) | ||||||||
| Total Current Liabilities | 340,205 | 295,738 | 44,467 | 15.04 | ||||||||||||
| Working Capital Deficit | $ | (323,449 | ) | $ | (271,649 | ) | (51,800 | ) | (19.07 | ) | ||||||
Working Capital Deficit
The working capital deficit as of September 30, 2025 and December 31, 2024 was amounted to approximately $323.4 million and $271.6 million, respectively, an increase of $51.8 million or 19.07%. The increase was mainly attributable to the increase in current liabilities related to the acquisition of Triller Corp. and its subsidiaries, which completed on October 15, 2024.
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Cash Flows from Operating Activities
Net cash used in operating activities was $22.1 million and $20.7 million for the nine months ended September 30, 2025 and 2024, respectively.
Net cash used in operating activities for the nine months ended September 30, 2025 was primarily the result of the net loss of $112.6 million, decrease in escrow liabilities of $2.7 million, decrease in operating lease liabilities of $1.4 million, increase in accounts receivable of $1.4 million and increase in loans receivables of $0.3 million. These amounts were partially offset by the increase in accounts payable and other current liabilities of $14.7 million, increase in other current liabilities, related parties of $3.4 million, and non-cash adjustments consisting of stock-based compensation expense of $60.2 million, interest expense on borrowings of $13.7 million, net foreign exchange gain of $2.3 million, bad debts written-off of $5.4 million, and provision for allowance for expected credit losses of $0.3 million.
Net cash used in operating activities for the nine months ended September 30, 2024 was primarily the result of the net loss of $28.8 million, increase in deposits, prepayments, and others receivable of $0.6 million, decrease in accounts payable and other current liabilities of $2.3 million, decrease in escrow liabilities of $3.2 million, decrease in lease liabilities of $1.5 million and decrease in income tax payable of $0.1 million. These amounts were partially offset by the decrease in accounts receivable of $0.7 million, loans receivable of $0.05 million, and non-cash adjustments consisting of stock-based compensation expense of $6.4 million, lease expense of $1.9 million, depreciation of property and equipment of $0.07 million, interest income of $0.4 million, interest expense on convertible promissory notes payable of $1.1 million, interest expense on borrowings of $0.6 million, net foreign exchange gain of $0.8 million, provision for allowance for expected credit losses of $1.9 million, and change in fair value of warrant liabilities of $4.3 million.
Cash Flows from Investing Activities
Net cash provided by investing activities for the nine months ended September 30, 2025 of $1.5 million was primarily due to proceeds from the disposal of assets held for sale.
Net cash provided by investing activities for the nine months ended September 30, 2024 of $2.6 million was primarily due to proceeds from sale of long-term investments of $2.2 million and proceeds from sale of convertible notes receivable of $0.4 million.
Cash Flows from Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025 of $17.6 million was primarily due to proceeds from borrowings of $19.6 million which advanced by a related party and offset by the repayments of borrowings of $2.0 million.
Net cash provided by financing activities for the nine months ended September 30, 2024 of $18.3 million was primarily due to advances from the stockholder of $15.6 million and proceeds from convertible debts of $23.4 million, offset by issuance of promissory notes to Triller LLC of $20.0 million and repayment of borrowings of $0.8 million.
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.
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For the nine months ended September 30, 2025, we reported a net loss of approximately $112.6 million. With a significant decrease in our revenues, described in the paragraph below, we had an accumulated deficit of approximately $1,316.3 million as of September 30, 2025.
Coupled with the economic recession in Hong Kong, we reported a sales decline with total revenue of approximately $2.1 million for the nine months ended September 30, 2025, resulting with an operating loss of approximately $72.0 million. 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 17 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 2024 Annual Report on Form 10-K.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but there can be no assurance that such improvements will be sufficient to provide us with effective internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
As of September 30, 2025, the Company involved with various legal proceedings:
| (i) | Action Case: CACV 1116/2025 (on appeal from HCA702/2018) |
On March 27, 2018, the writ of summons was issued against the Company and seven related companies of the former shareholder (the “Defendants”) by the Plaintiff. This action alleged the infringement of certain registered trademarks currently registered under the Plaintiff. On February 23, 2023, the Court granted leave for this action be set down for trial of 13 days, and the trial will commence on November 25, 2024. On October 31, 2025, the Court granted judgement in favor of the Plaintiff. On November 28, 2025, the Defendants lodged and served the Notice of Appeal (CACV 1116/2025) to the Court of Appeal. Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the appeal or the range of reasonably possible loss as the Court is in the process of quantifying the amount of damages.
| (ii) | Action Case: HCA765/2019 |
On April 30, 2019, the writ of summons was issued against the Company’s subsidiary, three related companies and the former directors, stockholders and financial consultant by the Plaintiff. This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory damage of approximately $2.6 million. On April 18, 2024, the court made an order that the plaintiff shall set the case down for trial on or before July 6, 2024 for a 7 days trial before a judge and there shall be a pre-trial review before the trial judge on a date 12 weeks before the trial. The plaintiff and the defendants agreed on a time extension until August 8, 2024 to set the case down for trial. On August 9, 2024, the Court made an order that the case be adjourned to January 14, 2025 for another case management conference. On February 17, 2025, the Company filed an amended defence to the court and the next case management conference is fixed to be heard on January 6, 2026. The case is on-going and parties have yet to attempt mediation. Legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any.
| (iii) | Action Case: HCA2097 and 2098/2020 |
On December 15, 2020, the writs of summons were issued against the Company and the former consultant by the Plaintiff. This action alleged the misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed for compensatory damage of approximately $1.7 million. The Company previously made approximately $0.8 million as contingency loss for the year ended December 31, 2021. Parties participated in a mediation held on March 25, 2022 and negotiated for settlement through without prejudice correspondence, no settlement was reached. The pre-trial review is fixed to be heard on January 29, 2026 and the 6-days trial is fixed to be heard from May 14 to 21, 2026. The case is on-going and legal counsel of the Company will continue to handle this matter. As of September 30, 2025, the Company accrued a legal provision of approximately $0.8 million as a liability in the condensed consolidated balance sheets.
| (iv) | Sony Music Entertainment |
In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the litigation with Sony Music Entertainment (“Sony”) alleging claims for breach of contract, copyright infringement, contributory copyright infringement, and vicarious copyright infringement. The court entered judgement pursuant to stipulation in the amount of approximately $3.6 million requiring Triller Corp to make monthly payments through May 21, 2025. Triller Corp defaulted on the payments and judgement was entered against Triller Corp on August 27, 2024 for the full amount due. As of September 30, 2025, approximately $3.6 million is included as a liability in the condensed consolidated balance sheets.
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| (v) | Sony Music Publishing Europe Limited (“SOLAR”) |
In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the complaint filed by SOLAR in the London, United Kingdom Circuit Common Court alleging claims of songwriter/producer music publishing rights infringement. A default judgement for £3.8 million was ruled in SOLAR’s favor and SOLAR filed an action in the Superior Court of California for the County of Los Angeles for recognition of this foreign country money judgment in the amount of approximately $4.4 million. As of September 30, 2025, this amount is included as a liability in the condensed consolidated balance sheets.
| (vi) | Music Licensing |
Triller Corp has outstanding contractual obligations to various record labels, music publishers and performing rights organizations (collectively, “Rightsholders”) who have licensed to Triller Corp the right to use sound recordings and musical compositions in connection with the operation of the Triller app and other aspects of the Company’s business. As of September 30, 2025, the Company has recorded liabilities in the amount of approximately $30.0 million for unpaid amounts owed under its music licenses. Triller Corp is also involved in various legal proceedings and has received threats of litigation from Rightsholders. Triller Corp believes it may be or become liable to Rightsholders for additional amounts such as interest, penalty fees, attorneys’ fees, copyright infringement damages and other amounts, but is currently unable to estimate the probability of loss associated with these actions or the range or reasonably possible losses, if any, or the impact such losses may have on the Company’s results of operations, financial condition or cash flows.
| (vii) | Fox Plaza Lease |
In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the ongoing litigation with Fox Plaza, LLC due to an alleged breach of a commercial office lease agreement as a result of an alleged failure to pay rents under the agreement. The plaintiff seeks damages in excess of approximately $3.5 million, plus attorney’s fees, costs of suit, and additional damages to be proven at trial. Triller Corp intends to vigorously defend itself in this matter. The Company has accrued approximately $1.8 million as a liability pertaining to this claim on the condensed consolidated balance sheets. It is reasonably possible that the potential loss may exceed the accrued liability amount.
| (viii) | Concentrix Daksh |
In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the arbitration with Concentrix Daksh Services India Private Ltd. (“Concentrix”). Concentrix alleges wrongful early termination of a services agreement and seeks damages of approximately $2.0 million in lost profits, plus interest and fees. The Company has accrued approximately $2.0 million as a liability pertaining to this matter. While the Company intends to defend the claim vigorously, management believes the recorded amount represents the probable loss as of September 30, 2025.
| (ix) | Epic Sports & Entertainment |
In connection with the Merger Transaction, the Company assumed the liabilities of Triller Hold Co LLC and Triller Fight Club LLC related to litigation with Epic Sports & Entertainment, Inc. (“Epic”) for alleged breach of a settlement agreement. Epic initially claimed damages of approximately $1.8 million, and recent settlement discussions indicate a potential settlement range of approximately $0.6 to $2.0 million. As of September 30, 2025, the Company accrued a legal provision of approximately $1.9 million as a liability in the condensed consolidated balance sheets.
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| (x) | Samsung Arbitration Award |
In connection with the Merger Transaction, the Company assumed the liabilities of Triller Corp, including the legal contingency accrual stemming from the arbitration with Samsung Electronics Co., Ltd due to a breach of a commercial agreement and failure to pay the amounts owed under the contract. The U.S. District Court for the Central District of California confirmed the award and entered a judgment of approximately $2.6 million in May 2024, accruing interest at $368.43 per day, at a rate of 5.17% per annum until repaid. A writ of execution was issued on August 2, 2024, and a Judgment Debtor Examination is scheduled for February 24, 2025. The Company provided financial records in December 2024 in response to a subpoena. As of September 30, 2025, the Company accrued approximately $3.0 million as a liability in the condensed consolidated balance sheets.
| (xi) | Prem Parameswaren |
In connection with the Merger Transaction, the Company assumed potential liabilities related to claims asserted by Prem Parameswaran, the former Chief Executive Officer of Triller Corp for alleged unpaid compensation. To avoid litigation, the parties reached an agreement in principle for a settlement consisting of $500,000 in cash and 625,000 stock units, subject to approval by AGBA Group Holding Limited. As of September 30, 2025, the Company has accrued approximately $2.4 million as a liability pertaining to this matter, representing the probable settlement amount.
| (xii) | Triller Legacy, LLC Settlement Agreement |
On July 26, 2024, Triller Hold Co, LLC and Triller Acquisition, LLC entered into a settlement agreement with Triller Legacy, LLC (“Legacy”), original sellers of Triller Corp, regarding the 2019 acquisition of Triller Corp from Legacy. The Company agreed to issue 3.89 million shares of Series A common stock to Legacy. Legacy intends to sell 1.75 million shares for a minimum return of approximately $7.0 million by the end of September 30, 2025. The Company must compensate Legacy for any shortfall of share sales below $7.0 million. The Company has the option to purchase up to 1.75 million shares from Legacy at $4.00 per share through December 31, 2024 and $4.75 per share through September 30, 2025. The Company can also opt to pay Legacy $7.0 million. The Company has included the estimated guaranteed payment liability in its accounts payable and legal contingencies.
| (xiii) | Bobby Sarnevesht |
The Company is subject to claims asserted by Bobby Sarnevesht for alleged breach of a merger agreement and related contracts. The Company disputes the claims and the matter remains unresolved. As of September 30, 2025, the Company has accrued approximately $3.0 million as a liability pertaining to this dispute, which represents management’s best estimate of the probable loss.
| (xiv) | YA II PN, LTD. v. Triller Group Inc.; Triller Corp.; Triller Hold Co LLC; Convoy Global Holdings Limited, Index No. 659314/2024 in the New York Supreme Court, Commercial Division |
On November 26, 2024, Yorkville (“Plaintiff”) initiated litigation against the Company, Triller Corp., Triller Hold Co LLC, and Convoy Global Holdings Limited (“Defendants”) by filing a motion for summary judgment in lieu of a complaint pursuant to NY CPLR 3213 (the “Motion”), seeking a judgment finding Defendants liable for all amounts allegedly owed under the convertible promissory note (the “Note”), dated June 28, 2024, including interest, plus costs, legal fees, and expenses incurred by Yorkville in enforcing the Note’s terms. On February 24, 2025, Defendants filed their opposition to the Motion, arguing that the Motion should be denied because Plaintiff’s reliance on CPLR 3213 was improper and because, even if Plaintiff’s reliance on CPLR 3213 were proper, triable disputes of fact preclude summary judgment in Plaintiff’s favor. On March 7, 2025, Plaintiff filed a reply in support of the Motion. On May 19, 2025, Yorkville’s initial motion for summary judgment in lieu of complaint, seeking immediate payment, was denied by the Supreme Court of the State of New York, New York County. The court determined that Yorkville’s right to payment depended on a detailed analysis of obligations under multiple intertwined documents, including the Yorkville Convertible Promissory Note, Second A&R SEPA, Registration Rights Agreement, and Pledge Agreements, thus converting the case to a plenary action. Yorkville filed a notice of appeal on May 28, 2025 and a new motion for summary judgment on July 1, 2025, asserting the Yorkville Convertible Promissory Note’s maturity date of June 28, 2025 (the “Maturity Date”).
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On June 20, 2025, the Company transferred 3,000,000 shares of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral pursuant to the Amended and Restated Pledge Agreement, dated June 28, 2024, between Triller Hold Co LLC and Yorkville, as partial repayment. The case does not have a trial date set. Defendants intend to litigate the case until a resolution is reached.
On December 3, 2025, the Plaintiff filed responses and objections (the “Responses and Objections”) to the Defendants’ first set of interrogatories dated November 3, 2025 to the Supreme Court of the State of New York County of New York (Index no.: 659314/2024). Pursuant to the Responses and Objections, the Plaintiff stated its claims and contentions with respect to its damage resulting from the event of default that occurred under the Note when the Defendants failed to pay all amounts due by the Maturity Date. The total amount owed under the Note, including interest, plus costs, legal fees, and expenses incurred by Yorkville less the value of BKFC’s shares is approximately $38.1 million. Yorkville further stated that it continues to accrue additional damages with each passing day that the obligations under the Note and guaranties remain unpaid. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any.
| (xv) | 13080 Advisors LLC v. Triller Group, Inc., Jams Reference No. 5220008039 (Los Angeles County, California) |
On December 18, 2024, 13080 Advisors LLC (“Claimant”) submitted a Notice of Arbitration and Demand for Arbitration (“13080 Arbitration Demand”) to JAMS to assert that Triller and TAG Holdings Limited (collectively as “Respondents”) have breached their alleged duties to Claimant under the following alleged agreements: (1) a partially executed document entitled “Grant Agreement for S-8 Registered Shares” dated March 14, 2024, and (2) a partially executed document entitled “Consulting Services Agreement” also dated March 14, 2024. The 13080 Arbitration Demand asserts four purported claims for relief: breach of contract, negligent misrepresentation, specific performance and declaratory relief. On February 18, 2025, Respondents submitted to JAMS a motion to dismiss all the claims for relief asserted in the 13080 Arbitration Demand along with a motion to strike Claimant’s requests for punitive damages. This motion remains pending and no arbitrator has been appointed. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any.
| (xvi) | Robert E. Diamond Jr.et al. v. Triller Group, Inc., Case No. 25-cv-00129 (PAE) (S.D.N.Y.) |
On January 7, 2025, Robert E. Diamond Jr (“Diamond”), the former chairman of Triller’s board of directors and Atlas Merchant Capital LLC (collectively as “Plaintiffs”), an advisory services company under Diamond’s control filed a lawsuit in federal district court in Manhattan, New York to allege that Triller has failed to pay over or grant to Plaintiffs certain cash amounts and equity awards to which Plaintiffs were entitled pursuant to various agreements between Plaintiffs and Triller. Plaintiffs claim that they are entitled to over $5.0 million in cash compensation and over 6.0 million shares of Triller’s common stock. On February 28, 2025, Triller filed a partial motion to dismiss the scope of Plaintiffs’ claims. This motion is now pending before the court. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or the range of reasonable possible loss, if any.
ITEM 1A. RISK FACTORS.
As smaller reporting company we are not required to make disclosures under this Item.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
As of the date of this filing, the Company had defaulted on approximately $77.5 million of principal amount of outstanding debts. The total arrearage as of the date of this filing was approximately $93.8 million, which includes both principal and interest.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
ITEM 6. EXHIBITS.
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
| ** | Furnished. |
| *** | To be filed by an amendment. |
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SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Triller Group Inc. | ||
| Date: April 14, 2026 | By: | /s/ Ng Wing Fai |
| Name: | Ng Wing Fai | |
| Title: | Chief Executive Officer and Director | |
| (Principal Executive Officer) | ||
| Date: April 14, 2026 | By: | /s/ Shu Pei Huang, Desmond |
| Name: | Shu Pei Huang, Desmond | |
| Title: | Acting Chief Financial Officer | |
| (Principal Financial
and Accounting Officer) | ||
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Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ng Wing Fai, certify that:
| 1. | I have reviewed this amendment No. 1 to the quarterly report on Form 10-Q of Triller Group Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: April 14, 2026 | By: | /s/ Ng Wing Fai |
| Name: | Ng Wing Fai | |
| Title: | Chief Executive Officer and Director | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Shu Pei Huang, Desmond, certify that:
| 1. | I have reviewed this amendment No. 1 to the quarterly report on Form 10-Q of Triller Group Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: April 14, 2026 | By: | /s/ Shu Pei Huang, Desmond |
| Name: | Shu Pei Huang, Desmond | |
| Title: | Acting Chief Financial Officer | |
| (Principal Financial Officer) |
Exhibit 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the amendment No. 1 to the Quarterly Report of Triller Group Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), each of the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
Date: April 14, 2026
| /s/ Ng Wing Fai | |
| Ng Wing Fai | |
| Chief Executive Officer and Director | |
| (Principal executive officer) |
Date: April 14, 2026
| /s/ Shu Pei Huang, Desmond | |
| Shu Pei Huang, Desmond | |
| Acting Chief Financial Officer | |
| (Principal financial and accounting officer) |