UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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) |
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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 August 11, 2026, there were
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
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1
TRILLER GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. Dollars in thousands (“US$’000”), except for share and per share amounts)
| As of | ||||||||
| June 30, 2026 |
December 31, 2025 |
|||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Deposit, prepayments, and other receivables, net | ||||||||
| Assets held for sale | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Long-term investments, net | ||||||||
| Long-term investments, net, related party | ||||||||
| Right-of-use assets, net | ||||||||
| 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 | ||||||||
| Warrant liabilities | ||||||||
| Income tax payable | ||||||||
| Operating lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Operating lease liabilities, non-current | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Stockholders’ deficit: | ||||||||
| Preferred stock, $ | ||||||||
| Series A-1 preferred stock, $ | ||||||||
| Series B preferred stock, $ | * | |||||||
| Common stock, $ | ||||||||
| Common stock to be issued | ||||||||
| Common stock held in escrow | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ | $ | ||||||
| * | |
| # |
See accompanying notes to unaudited condensed consolidated financial statements.
2
TRILLER GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(U.S. Dollars in thousands (“US$’000”), except for share and per share amounts)
| For the three months ended June 30, |
For the six months ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues: | ||||||||||||||||
| Loans interest income | $ | $ | $ | $ | ||||||||||||
| Commissions | ||||||||||||||||
| Recurring asset management service fees | ||||||||||||||||
| Total revenues | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Commission expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Sales and marketing expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Research and development expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Personnel and benefit expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 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 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Foreign exchange gain (loss), net | ( | ) | ( | ) | ||||||||||||
| Bad debts recovered (written off) | ( | ) | ||||||||||||||
| Investment income, net | ||||||||||||||||
| Sundry income | ||||||||||||||||
| Total other expenses, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive loss: | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income | ||||||||||||||||
| Foreign currency translation adjustment | ||||||||||||||||
| Other comprehensive loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common stock outstanding# | ||||||||||||||||
| – Basic and diluted | ||||||||||||||||
| Net loss per share# | ||||||||||||||||
| – Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| # |
See accompanying notes to unaudited condensed consolidated financial statements.
3
TRILLER GROUP INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(U.S. Dollars in thousands (“US$’000”), except for share and per share amounts)
| For the six months ended June 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | Accumulated other | 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 December 31, 2025 | $ | $ | * | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation to directors, officers, and employees | (12)(a)(i) | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of Series B shares | 12(b) | ( | ) | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation to a consultant | (12)(a)(ii)&(c) | ( | ) | * | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fractional shares cancelled pursuant to reverse stock split | (12)(a)(iii) | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 | Accumulated other | 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 | * | ( | ) | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for repayment of borrowings, related party | * | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation to consultants | * | ( | ) | * | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation to directors, officers, and employees | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Settlement of Series A-1 preferred stock to be issued in related to merger transaction | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss for the period | — | — | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | * | $ | $ | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||
| * | |
| # |
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 U.S. Dollars in thousands (“US$’000”))
| For the six months ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Stock-based compensation | ||||||||
| Marketing expenses | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Interest expense on borrowings | ||||||||
| Foreign exchange loss (gain), net | ( | ) | ||||||
| Bad debts (recovered) written-off | ( | ) | ||||||
| Investment income, net | ||||||||
| Gain on disposal of assets held for sale | ( | ) | ||||||
| Provision for allowance for expected credit losses | ||||||||
| Change in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Loans receivable | ( | ) | ||||||
| Deposits, prepayments, and other receivables | ( | ) | ||||||
| Accounts payable and other current liabilities | ||||||||
| Accounts payable and 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 | ||||||||
| Net cash provided by investing activities | ||||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from borrowings, related parties | ||||||||
| Repayments of borrowings | ( | ) | ||||||
| Repayments of borrowings, related parties | ( | ) | ||||||
| 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 | $ | $ | ||||||
| As of | ||||||||
| June 30, 2026 |
December 31, 2025 |
|||||||
| Reconciliation of cash, cash equivalents and restricted cash: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||
See accompanying notes to unaudited condensed consolidated financial statements.
5
TRILLER GROUP INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Currency expressed in United States Dollars in thousands (“US$’000”), except for number of shares)
NOTE 1 — DESCRIPTION OF BUSINESS
Organization
Triller Group Inc. (“ILLR”, “Triller”, or the “Company”) was formed in the State of Delaware on October 15, 2024, to domicile the Company’s legal jurisdiction from British Virgin Islands to the State of Delaware. ILLR and its subsidiaries are hereinafter referred to as the “Company”.
The Company currently operates a global, artificial intelligence (“AI”) powered technology platform (“Technology Platform”) that serves a broad constituency of creators and brands around the world. “Creators” include influencers, artists, athletes and public figures that utilize Triller’s Technology Platform to create and publish content. “Brands” are companies, products or product lines which are active on Triller’s Technology Platform and utilize or have utilized one or more of Triller’s products or services offered through Triller’s Technology Platform, or companies, products or product lines whose associated data Triller tracks, report on and make available to Triller’s clients as part of one or more of Triller’s product offerings.
Also, the Company remains the operation of a wealth and health platform which offers a wide range of financial service and products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds and lending businesses in Hong Kong.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These accompanying unaudited condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying unaudited condensed consolidated financial statements and notes.
| ● | Basis of Presentation |
The accompanying unaudited condensed consolidated financial statements of the Company are presented in United State dollars (“US$” 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 unaudited condensed consolidated financial statements have been omitted pursuant to such rules and regulations. The consolidated balance sheet as of December 31, 2025 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, 2025, as filed on April 14, 2026.
The unaudited condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026, 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 six months ended June 30, 2026 are not necessarily indicative of the results to be expected for any other interim period or for the entire year.
| ● | Principles of Consolidation |
The accompanying unaudited condensed consolidated financial statements include the unaudited financial statements of ILLR and its subsidiaries. A subsidiary is an entity (including a structured entity), directly or indirectly, controlled by the Company. The unaudited 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 ILLR and its subsidiaries are eliminated upon consolidation.
6
| ● | 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 unaudited condensed consolidated statements of operations and comprehensive loss.
The reporting currency of the Company is US$ and the accompanying unaudited 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 six months ended June 30, 2026 and 2025:
| June 30, | ||||||||
| 2026 | 2025 | |||||||
| Period-end HK$:US$ exchange rate | ||||||||
| Period average HK$:US$ exchange rate | ||||||||
| ● | 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
| ● | 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.
7
| ● | 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, 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 unaudited 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.
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.
| ● | 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, and deposits, prepayments, and others receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded as a reduction of bad debt expense.
For the three months ended June 30, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $
For the six months ended June 30, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $
| ● | 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 June 30, 2026 and December 31, 2025, the carrying value of a premise was approximately $ and $
8
| ● | 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 six months ended June 30, 2026 and 2025.
| ● | Accounts Payable |
Accounts payable primarily consists of (i) commission payable to the Company’s financial advisors for the sale of investment funds, investment products, or insurance products, accruals for payments of professional services fees and other operating payables and (ii) payable to the suppliers related to talent and influencers for brand activations and live event. The carrying amount approximates fair value because of the short-term maturity.
| ● | Borrowings |
Borrowings are initially recognized at fair value, net of upfront fees incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.
| ● | Convertible Debts, net |
The Company accounts for certain convertible debts, net in accordance with ASC Topic 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”), whereby the convertible instrument is initially accounted for as a single unit of account, unless it contains a derivative that must be bifurcated from the host contract in accordance with ASC Topic 815-15, “Derivatives and Hedging – Embedded Derivatives” or the substantial premium model in ASC 470-20 applies. Where the substantial premium model applies, the premium is recorded in additional paid -in capital. The resulting debt discount is amortized over the period during which the convertible debts is expected to be outstanding as additional non-cash interest expenses.
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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 unaudited 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.
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 in the unaudited 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 unaudited 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.
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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) | Financial Services |
| (i) | Commissions: The Company earns commissions from the sale of investment products to customers, who are insurance companies and fund houses. The Company enters into commission agreements with customers which specify the key terms and conditions of the arrangement. Commissions are separately negotiated for each transaction and generally do not include rights of return, credits or discounts, rebates, price protection or other similar privileges, and typically paid on or shortly after the transaction is completed. Upon the purchase of an investment product by customer, the Company earns a commission from customers, calculated as a fixed percentage of the investment products acquired by its customers. The Company defines the “purchase of an investment product” for its revenue recognition purpose as the time when the customers referred by the Company has entered into a subscription contract with the relevant product provider and, if required, the customer has transferred a deposit to an escrow account designated by the Company to complete the purchase of the investment products. After the contract is established, there are no significant judgments made when determining the commission price. Therefore, commissions are recorded at point in time when the investment product is purchased. |
| The Company also facilitates the arrangement between insurance providers and individuals or businesses by providing insurance placement services to the insured and is compensated in the form of commission from the respective insurance providers. The Company primarily facilitates the placement of life, general and MPF insurance products. 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 unaudited condensed consolidated statements of operations and comprehensive loss. |
| The Company also offers the sale solicitation of real estate property to the final customers and is compensated in the form of commissions from the corresponding property developers pursuant to the service contracts. Commission income is recognized at a point of time upon the sale contracts of real estate property is signed and executed. |
| (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 unaudited 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 June 30, | ||||||||
| 2026 | 2025 | |||||||
| At a point in time | ||||||||
| Commissions | $ | $ | ||||||
| Total revenue from the transfer of goods and services at a point in time | ||||||||
| Over time | ||||||||
| Recurring asset management service fees | ||||||||
| Loans interest income | ||||||||
| Total revenue from the transfer of goods and services over time | ||||||||
| Total revenue | $ | $ | ||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| At a point in time | ||||||||
| Commissions | $ | $ | ||||||
| Total revenue from the transfer of goods and services at a point in time | ||||||||
| Over time | ||||||||
| 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 June 30, | ||||||||
| By geography: | 2026 | 2025 | ||||||
| Hong Kong | $ | $ | ||||||
| United States | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| For the six months ended June 30, | ||||||||
| By geography: | 2026 | 2025 | ||||||
| Hong Kong | $ | $ | ||||||
| United States | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
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Contract Balances
Receivables relate to customer contracts for which the performance obligation has been satisfied and payment is expected to be received in the next twelve months.
The Company reviews the status of the then-outstanding accounts receivable on a customer-by-customer basis, taking into consideration the aging schedule of receivables, its historical collection experience, current information regarding the client, subsequent collection history, and other relevant data, in establishing the allowance for doubtful accounts. Accounts receivable are written off against the allowance for expected credit losses when the Company determines amounts are no longer collectible.
As of June 30, 2026 and December 31, 2025, there were contract assets and contract liabilities from the Company’s contracts with customers.
For the three and six months ended June 30, 2026 and 2025, there were revenues recognized relating to performance obligations satisfied or partially satisfied in prior periods.
| ● | Sales and Marketing Expense |
Sales and marketing expenses include the costs of advertising, promotions, seminars, and other programs. In accordance with ASC Topic 720-35, Advertising Costs, advertising costs are expensed as incurred.
| ● | Comprehensive Loss |
ASC Topic 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive (loss) income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive (loss) income, as presented in the accompanying unaudited condensed consolidated statements of changes in stockholders’ deficit, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive (loss) income is not included in the computation of income tax expense or benefit.
| ● | Employee Benefits |
Full time employees of the Hong Kong subsidiaries participate in a defined contribution Mandatory Provident Fund retirement benefit scheme under the Hong Kong Mandatory Provident Fund Schemes Ordinance.
| ● | Income Taxes |
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 six months ended June 30, 2026 and 2025, the Company did have any interest and penalties associated with tax positions. As of June 30, 2026 and December 31, 2025, the Company did 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.
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| ● | 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.
For the three and six months ended June 30, 2026 and 2025, diluted weighted average common stock outstanding is equal to basic weighted average common stock, due to the Company's net loss position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.
| ● | 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 unaudited 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 in the unaudited 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 the unaudited condensed 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.
| ● | 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 unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
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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 related parties 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.
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 June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.
| As of June 30, | Quoted prices in active markets | Significant other | Significant other unobservable inputs | |||||||||||||
| Description | 2026 | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| Assets: | ||||||||||||||||
| Marketable equity securities | $ | $ | $ | $ | ||||||||||||
| Long-term investments (a) | $ | $ | $ | $ | ||||||||||||
| Long-term investments, related party | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| Convertible debts for which the fair value option has been elected (b) | $ | $ | $ | $ | ||||||||||||
15
| As of December 31, | 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 | $ | $ | $ | $ | ||||||||||||
| Long-term investments (a) | $ | $ | $ | $ | ||||||||||||
| Long-term investments, related party | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
| Convertible debts for which the fair value option has been elected (b) | $ | $ | $ | $ | ||||||||||||
Note:
| (a) |
|
| (b) |
The estimated fair value of the convertible debts as of June 30, 2026 was computed using the models and assumptions shown below. There was no movement for the three and six months ended June 30, 2026 and 2025.
The significant inputs in the valuation models as of June 30, 2026, are as follows:
| Inputs | Convertible debts A | Convertible debts B | ||||||
| Valuation method | ||||||||
| Conversion price | $ | $ | ||||||
| Expected volatility | % | % | ||||||
| Discount rate | % | % | ||||||
| Risk free rate | % | % | ||||||
These inputs involve significant judgment and are subject to estimation uncertainty. Changes in significant assumptions, particularly discount rates, volatility, and comparable company multiples, could have a material impact on the estimated fair values. The company performed sensitivity analyses on key assumptions, which indicated that reasonable changes in these inputs could result in materially different fair value measurements.
| ● | Recently Issued Accounting Pronouncements |
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.
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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 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 unaudited 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 six months ended June 30, 2026, the Company reported net loss of approximately $
The Company is also exposed to legal and regulatory matters, as disclosed in Note 16, which may result in additional defense and settlement costs. Unfavorable outcomes could further strain the Company’s liquidity.
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 notes and convertible promissory notes, all of which are past due and considered in default.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of issuance of these unaudited condensed consolidated financial statements.
The management of the Company has developed a funding plan intended to support the Company’s liquidity and enable it to meet its operating obligations as they fall due.
| Fund raising project | Target timeline | Target amount | ||
| PIPE / rights issue | $ | |||
| Convertible notes | $ | |||
| New equity issuance | $ |
Management’s ability to execute its near-term funding plans and liquidity measures is important to the Company’s continued operation as a going concern. After considering the cash flow forecast, the funding initiatives under evaluation, management’s ability to defer or restructure certain obligations, and its ability to manage liquidity closely during the assessment period, management believes that the going concern basis of preparation remains appropriate. Management continues to monitor the Company’s liquidity position closely and update this assessment through the issuance of the accompanying unaudited condensed consolidated financial statements.
However, the Company cannot predict the exact amount or timing of the alternatives or guarantee those alternatives will be favorable to its stockholders. Any failure to obtain financing when required will have a material adverse impact on the Company’s business, operation and financial result.
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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 six months ended June 30, 2026 and 2025, 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 six months ended June 30, 2026 and 2025:
| Three months ended June 30, 2026 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| 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) | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ( | ) | ||||||||||||||||||||
| Investment income, net | ||||||||||||||||||||||||
| Sundry income (expense) | ||||||||||||||||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||||||||||
| Net (loss) income | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
18
| Three months ended June 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) | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ||||||||||||||||||||||
| Sundry income | ||||||||||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||
19
| Six months ended June 30, 2026 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| 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) | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Bad debts recovered | ||||||||||||||||||||||||
| Investment income, net | ||||||||||||||||||||||||
| Sundry income (expense) | ( | ) | ||||||||||||||||||||||
| Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Six months ended June 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) | ||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Foreign exchange gain (loss), net | ( | ) | ||||||||||||||||||||||
| Bad debts written-off | ( | ) | ( | ) | ||||||||||||||||||||
| Others | ||||||||||||||||||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Income tax expense | ( | ) | ( | ) | ||||||||||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
20
The following tables present a summary of the Company’s revenues from external customers by geographic regions, for each reportable segment for the three and six months ended June 30, 2026 and 2025:
| For the three months ended June 30, 2026 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue by geographic regions: | ||||||||||||||||||||||||
| Hong Kong | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| United States | ||||||||||||||||||||||||
| Others | ||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| For the three months ended June 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue by geographic regions: | ||||||||||||||||||||||||
| Hong Kong | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| United States | ||||||||||||||||||||||||
| Others | ||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| For the six months ended June 30, 2026 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue by geographic regions: | ||||||||||||||||||||||||
| Hong Kong | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| United States | ||||||||||||||||||||||||
| Others | ||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue by geographic regions: | ||||||||||||||||||||||||
| Hong Kong | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| United States | ||||||||||||||||||||||||
| Others | ||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
The following tables present a summary of the Company’s assets by reportable segment as of June 30, 2026 and December 31, 2025:
| As of June 30, 2026 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Long-term investments, net | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Other assets | ||||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| As of December 31, 2025 | ||||||||||||||||||||||||
| 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.
21
NOTE 5 — RESTRICTED CASH
As of June 30, 2026 and December 31, 2025, the Company has approximately $
NOTE 6 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Accounts receivable | $ | $ | ||||||
| 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 credit loss is not significant.
For the three and six months ended June 30, 2026 and 2025, the Company has assessed the probable loss and no provision for allowance for expected credit losses were provided.
NOTE 7 — LONG-TERM INVESTMENTS, NET
Long-term investments, net consisted of the following:
| As of | ||||||||||||||||
| Ownership interest | June 30, 2026 | Ownership interest | December 31, 2025 | |||||||||||||
| 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 | $ | $ | ||||||||||||||
| * |
22
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.
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 determined by an independent valuer using the market-based approach, utilizing observable inputs, including relevant market data and comparable market transactions.
The following table presents the movement of non-marketable equity securities as of June 30, 2026 and December 31, 2025:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Balance at beginning of period/year | $ | $ | ||||||
| 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 | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Downward adjustments (including impairment) | $ | ( | ) | $ | ( | ) | ||
| Upward adjustments | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
23
NOTE 8 — BORROWINGS
The borrowings consisted of the followings:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Short-term loans (a) | $ | $ | ||||||
| Short-term loans, related parties (b) | ||||||||
| Factoring loan (c) | ||||||||
| Total | $ | $ | ||||||
Notes:
| (a) | 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 $
As of June 30, 2026 and December 31, 2025, the aggregate outstanding loans balance was 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.
| (b) | 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 $
24
On October 16, 2024, Triller Corp. entered into a short-term loan agreement with Giant Wisdom Ventures Limited for a principal of approximately $
On March 21, 2025, the Company entered into short-term loan agreements with Giant Wisdom Ventures Limited for aggregate principal of $
On March 4, 2026, the Company obtained a short-term loan of $
On March 19, 2026, the Company obtained a short-term loan of $
The Company obtained aggregate short-term loans of approximately $
As of June 30, 2026 and December 31, 2025, the aggregate outstanding short-term loans balances due to related parties was approximately $
The Company incurred interest expense on the various short-term loans of approximately $
| (c) | 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 June 30, 2026 and December 31, 2025, the outstanding principal balance, net of debt discount, was approximately $
NOTE 9 — 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 $
25
As of June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, 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 $
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
26
As of June 30, 2026 and December 31, 2025, 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 16). 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.
NOTE 10 — 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
On June 22, 2026, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) resulting in the proportional adjustments to the number of outstanding common stocks. The Reverse Stock Split also has a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the Reverse Stock Split. All share numbers and per share amounts are retroactively restated in effect to the Reverse Stock Split.
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-fortieth
27
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 on the unaudited condensed consolidated balance sheets without subsequent fair value re-measurement.
As of June 30, 2026 and December 31, 2025, there were
| (b) | Replacement Warrants |
On October 15, 2024, pursuant to the Merger Agreement, the Company issued
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 June 30, 2026 and December 31, 2025, there were
28
Liability Classified Warrants
| (a) | Warrant - Class A |
On May 2, 2024, the Company issued
As of June 30, 2026 and December 31, 2025, there were
| (b) | Common Warrants |
On June 28, 2024, the Company issued
As of June 30, 2026 and December 31, 2025, there were
The Company has accounted for and presented Warrant – Class A and Common Warrants as liabilities on the unaudited 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 June 30, 2026 | ||||||||
| Common Warrants | Warrants – Class A | |||||||
| Input | ||||||||
| Share price | $ | $ | ||||||
| Risk-free interest rate | % | % | ||||||
| Volatility | % | % | ||||||
| Exercise price | $ | $ | ||||||
| Warrant remaining life (years) | ||||||||
The share price and exercise price stated herein have been retroactively adjusted to reflect the Reverse Stock Split.
29
NOTE 11 — 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 was as follows:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Operating lease: | ||||||||
| Right-of-use assets | $ | $ | ||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Less: accumulated impairment losses | ( | ) | ( | ) | ||||
| Right-of-use asset, net | $ | $ | ||||||
| Lease liabilities: | ||||||||
| Current lease liabilities | $ | $ | ||||||
| Non-current lease liabilities | ||||||||
| Total lease liabilities | $ | $ | ||||||
Operating lease expense for the three and six months ended June 30, 2026 was approximately $
Operating lease expense for the three and six months ended June 30, 2025 was approximately $
Other supplemental information about the Company’s operating lease as of June 30, 2026 and December 31, 2025 are as follow:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Weighted average discount rate | % | % | ||||||
| Weighted average remaining lease term (years) | ||||||||
Maturities of operating lease liabilities as of June 30, 2026 were as follows:
| For the year ending June 30, | Operating lease | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Total minimum lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities | $ | |||
30
NOTE 12 — STOCKHOLDERS’ DEFICIT
| (a) | Common Stock |
The Company has
On June 22, 2026, the Company effected the Reverse Stock Split resulting in the proportional adjustments to the number of outstanding common stocks. The Reverse Stock Split did not change the par value of the Company’s common stock or the authorized number of shares. No fractional shares were issued in connection with the Reverse Stock Split. Accordingly, stockholders who would have received will pay cash in lieu of fractional shares.
All share numbers and per share amounts are retroactively presented in this Form 10-Q to reflect the impact of the Reverse Split as if they had taken effect on January 1, 2025.
During the six months ended June 30, 2026, the Company issued
| (i) |
| (ii) |
| (iii) |
There were
For the three and six months ended June 30, 2026, the Company recorded approximately $
For the three and six months ended June 30, 2025, the Company recorded approximately $
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| (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
On January 1, 2026, pursuant to the bylaws of the Company, all outstanding Series B Preferred Stock were redeemed at par value. Following the redemption, there were no shares of Series B Preferred Stock outstanding and all rights of Series B Preferred Stockholders were terminated.
There were and
| (c) | 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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| (d) | Common Stock Held In Escrow |
There were
During the six months ended June 30, 2026 and 2025, and
There were
| (e) | 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.
As of June 30, 2026 and December 31, 2025,
| (f) | Restricted Share Units (“RSUs”) |
2022 RSUs
In December 2022, 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 June 30, 2026 and December 31, 2025,
During the three and six months ended June 30, 2026, the Company recorded approximately $
During the three and six months ended June 30, 2025, the Company recorded approximately $
As of June 30, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025 is as follow:
| As of | ||||||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Number of RSUs | Weighted Average Grant Price | Number of RSUs | Weighted Average Grant Price | |||||||||||||
| Outstanding, beginning of period/year | $ | $ | ||||||||||||||
| Vested | $ | ( | ) | $ | ||||||||||||
| Outstanding, end of period/year | $ | $ | ||||||||||||||
2025 RSUs
In January 2025, the Company approved and granted
As of June 30, 2026 and December 31, 2025,
During the three and six months ended June 30, 2026, the Company recorded approximately $
During the three and six months ended June 30, 2025, the Company recorded approximately $
As of June 30, 2026, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $
A summary of the activities for the Company’s 2025 RSUs as of June 30, 2026 and December 31, 2025 is as follows:
| As of | ||||||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| 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 | $ | $ | ||||||||||||||
RSUs previously held by Triller Corp. (“Triller RSUs”)
In connection with the Merger Transaction, the Company approved the conversion of all RSUs under Triller Corp. into
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The fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid.
During the three and six months ended June 30, 2026, the Company recorded approximately $
During the three and six months ended June 30, 2025, the Company recorded approximately $
As of June 30, 2026, total unrecognized compensation remaining to be recognized in future periods for RSUs totaled approximately $
A summary of the activities for the Triller RSUs as of June 30, 2026 and December 31, 2025 is as follows:
| As of | ||||||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Number of RSUs | Weighted Average Grant Price | Number of RSUs | Weighted Average Grant Price | |||||||||||||
| Outstanding, beginning of year | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Vested | ( | ) | $ | ( | ) | $ | ||||||||||
| Outstanding, end of year | $ | $ | ||||||||||||||
Share Incentive (the “Incentive Scheme”)
In 2024, an aggregate of
The fair value is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis. The valuations assume no dividends will be paid.
During the three and six months ended June 30, 2026, the Company recorded approximately $
During the three and six months ended June 30, 2025, the Company recorded approximately $
As of June 30, 2026, total unrecognized compensation remaining to be recognized in future periods for Incentive Scheme totaled approximately $
A summary of the activities for the Incentive Plan as of June 30, 2026 and December 31, 2025 is as follow:
| As of | ||||||||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||||||||
| Number of RSUs | Weighted Average Grant Price | Number of RSUs | Weighted Average Grant Price | |||||||||||||
| Outstanding, beginning of period | $ | $ | ||||||||||||||
| Vested | ( | ) | $ | ( | ) | $ | ||||||||||
| Outstanding, end of period | $ | $ | ||||||||||||||
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| (g) | 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 June 30, 2026 and December 31, 2025,
NOTE 13 — INCOME TAX EXPENSE
The provision for income tax expense consisted of the following:
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| U.S. | $ | $ | $ | $ | ||||||||||||
| Other than U.S. | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Current tax | $ | $ | $ | $ | ||||||||||||
| Deferred tax | ||||||||||||||||
| Income tax expense | ||||||||||||||||
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
Effective January 1, 2025, Hong Kong enacted the Inland Revenue (Amendment) (Minimum Tax for Multinational Enterprise Groups) Ordinance 2025 to implement Pillar Two of the Organization for Economic Cooperation and Development (“OECD”) Base Erosion and Profit Shifting (“BEPS”) 2.0. The legislation introduces a global minimum effective tax rate of
The Company evaluated the potential impact of the Hong Kong Pillar Two legislation. Although the Company operates through subsidiaries in multiple jurisdictions, mainly in Hong Kong, and therefore constitutes a multinational group, management concluded that the Company is not currently within the scope of the Pillar Two rules because the Company’s consolidated annual revenue does not meet the €
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For the six months ended June 30, 2026 and 2025, the Company’s principal operations were conducted in Hong Kong.
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Income tax expense at statutory rate | ( | ) | ( | ) | ||||
| Income not subject to taxes | ( | ) | ( | ) | ||||
| Non-deductible items: | ||||||||
| - Share based compensation | ||||||||
| - Others (a) | ||||||||
| Effect of difference tax jurisdiction | ( | ) | ( | ) | ||||
| Tax losses utilized | ( | ) | ||||||
| Change in valuation allowance | ||||||||
| Tax holiday | ( | ) | ( | ) | ||||
| Income tax expense | $ | $ | ||||||
Note:
| (a) |
The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of June 30, 2026 and December 31, 2025:
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Deferred tax assets, net: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets, net: | $ | $ | ||||||
The movement of valuation allowance is as follows:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Balance as of beginning of the period/year | $ | $ | ||||||
| Additions | ||||||||
| Balance as of end of the period | $ | $ | ||||||
As of June 30, 2026, the operations incurred approximately $
During the three and six months ended June 30, 2026, the Company paid income tax expense of $
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 June 30, 2026 and December 31, 2025, the Company did 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 six months ended June 30, 2026 and 2025 and also did anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2026.
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NOTE 14 — 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 | |
| Mr. Tsai Ming Hsing, Richard (“Mr. Tsai”) | ||
| Mr. Ng Wing Fai (“Mr. Ng”) | ||
| Ms. Wong Suet Fai Almond | ||
| JFA Capital | ||
| NSD Capital | ||
| TAG Holdings Limited | ||
| TAG Financial Holdings Limited | ||
| Convoy Financial Services Limited | ||
| Convoy Global Holdings Limited | ||
| Giant Wisdom Ventures Limited | ||
| Green Nature Limited | ||
| Total Formation Inc. | ||
| Capital Truth Holdings Ltd. | ||
| DeSilva 2000 Living Trust | ||
| HCMPS Healthcare Holdings Limited |
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 | ||||||||||
| June 30, 2026 | December 31, 2025 | |||||||||
| Balance with related parties: | ||||||||||
| Long-term investment – Investment E | (a) | $ | $ | |||||||
| Loan interest payable | (b) | $ | $ | |||||||
| Borrowings | (c) | $ | $ | |||||||
| Convertible debts | (d) | $ | $ | |||||||
| (a) |
| (b) |
| (c) |
| (d) |
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| (ii) | Transactions with related parties |
In the ordinary course of business, during the three and six months ended June 30, 2026 and 2025, 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 June 30, | For the six months ended June 30, | |||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||
| Nature of transactions | ||||||||||||||||||
| Office rental and operating fees | (e) | $ | $ | $ | $ | |||||||||||||
| Interest expense | (f) | $ | $ | $ | $ | |||||||||||||
| (e) |
| (f) |
Apart from the transactions and balances detailed above and elsewhere in these accompanying unaudited condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.
NOTE 15 — RISK AND UNCERTAINTIES
The Company is exposed to the following concentrations of risks:
| (a) | Major customers |
For the three and six months ended June 30, 2026 and 2025, the customers who accounted for 10% or more of the Company’s revenues and its outstanding receivable balances at the reporting dates, are presented as follows:
| For the three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Customer | Revenues | Percentage of revenues | Revenues | Percentage of revenues | ||||||||||||
| Customer A | $ | % | $ | % | ||||||||||||
| Customer B | $ | % | $ | % | ||||||||||||
| Customer C | $ | % | $ | % | ||||||||||||
| Customer D | $ | % | $ | % | ||||||||||||
| Customer E | $ | % | $ | % | ||||||||||||
| For the six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Customer | Revenues | Percentage of revenues | Revenues | Percentage of revenues | ||||||||||||
| Customer A | $ | % | $ | % | ||||||||||||
| Customer B | $ | % | $ | % | ||||||||||||
| Customer C | $ | % | $ | % | ||||||||||||
| Customer D | $ | % | $ | % | ||||||||||||
| Customer E | $ | % | $ | % | ||||||||||||
| * |
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As of June 30, 2026 and December 31, 2025, the customers who accounted for 10% or more of the Company’s outstanding receivable balances are presented as follows:
| As of | ||||||||
| Customer | June 30, 2026 | December 31, 2025 | ||||||
| Customer A | $ | $ | ||||||
| Customer B | $ | $ | ||||||
| Customer C | $ | $ | ||||||
| Customer D | $ | $ | ||||||
| Customer E | $ | $ | ||||||
| * |
| (b) | Credit risk |
Financial instruments that potentially subject the Company to credit risk consist of cash equivalents, restricted cash, accounts receivable, loans receivable, and notes receivables. Cash equivalents are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored by management. As of June 30, 2026, the Company maintained a total of approximately $
For accounts receivable and loans and notes receivables, the Company determines, on a continuing basis, the probable losses and sets up an allowance for expected credit losses based on the estimated realizable value. Credit of money lending business is controlled by the application of credit approvals, limits and monitoring procedures.
The Company uses internally-assigned risk grades to estimate the capability of borrowers to repay the contractual obligations of their loan agreements as scheduled or at all. The Company’s internal risk grade system is based on experiences with similarly graded loans and the assessment of borrower credit quality, such as, credit risk scores, collateral and collection history. Individual credit scores are assessed by credit bureau, such as TransUnion. Internal risk grade ratings reflect the credit quality of the borrower, as well as the value of collateral held as security. To minimize credit risk, the Company requires collateral arrangements to all mortgage loans and has policies and procedures for validating the reasonableness of the collateral valuations on a regular basis. Management believes that these policies effectively manage the credit risk from advances.
| (c) | Economic and political risk |
The Company’s major operations are conducted in Hong Kong and the United States of America. Accordingly, the political, economic, and legal environments in Hong Kong and the United States of America, as well as the general state of their economies may influence the Company’s business, financial condition, and results of operations.
In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy are not determinable as of the date of these unaudited condensed consolidated financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed consolidated financial statements.
| (d) | Exchange rate risk |
The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ and Sterling on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.
For the three and six months ended June 30, 2026, the Company recorded the foreign exchange loss of approximately $
For the three and six months ended June 30, 2025, the Company recorded the foreign exchange gain of approximately $
| (e) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. A key risk in managing liquidity is the degree of uncertainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases.
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NOTE 16 — COMMITMENTS AND CONTINGENCIES
Regulatory Non-Compliance
On April 17, 2026, the Company received a delisting determination letter (the “Determination Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Capital Market (“Nasdaq”) based on the Company’s non-compliance with Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) as of December 29, 2025. The Delisting Letter does not result in the immediate delisting of the Company’s common stock from Nasdaq or state a date on which Staff intends a delisting or suspension to occur.
Under Nasdaq Listing Rule 5810(d), Staff issued the Determination Letter as an additional deficiency notification and notified the Listing Council. Staff issued the Determination Letter while Staff’s April 6, 2026 request “seeking guidance” from the Listing Council relating to bid price compliance was pending before the Listing Council and prior to the resumption of trading of the Company’s securities on April 17, 2026. On April 20, 2026, the Company filed with the Listing Council the Company’s response to Staff’s request “seeking guidance.” On April 21, 2026, the Listing Council, after reviewing the Staff’s and the Company’s submissions, notified Staff and the Company that:
| ● | The Council believed that it is up to the Hearings Panel to adjudicate the Company’s Bid Price Rule noncompliance. Therefore, the Council remanded this matter to the Hearings Panel. |
| ● | Considering the Council’s remand, Staff’s instruction to the Company to respond to Staff’s April 17 submission by making a submission by April 24 addressed to the Listing Council, should instead be construed as directing the Company to make a submission addressed to the Hearings Panel. |
| ● | The Listing Council understands from Staff’s April 17 submission that it is the view of Staff that the Company “is ineligible for any further compliance or cure period” to come into compliance with the Bid Price Rule. Due to the unusual procedural history of this matter, if the Panel agrees with Staff’s view and issues a delisting decision without affording the Company more time to come into compliance with the Bid Price Rule, then the Listing Council will call the matter for review and stay such Hearings Panel delisting decision. |
The Company submitted its response to the Panel on April 24, 2026. The Company requested for a new exception period, pursuant to Nasdaq Listing Rule 5815(c)(1)(A), to regain compliance with the Minimum Bid Price Requirement. The Company also informed the Panel of its plan to demonstrate its ability to regain compliance with the Minimum Bid Price Requirement. There can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement.
On July 9, 2026, the Nasdaq Hearings Panel (the “Panel”) granted the extension requiring the Company to achieve a closing bid price of $
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
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
On June 23, 2026, Trendy Reach Holdings Limited, a wholly owned subsidiary of the Company, entered into a definitive membership interest purchase agreement (the “Purchase Agreement”) with Capital Truth Holdings Ltd., a limited liability company incorporated in The Bahamas, to acquire all of the outstanding membership interest of Capital Truth Holdings, Ltd. SAC1 (“SAC1”), an investment vehicle incorporated in The Bahamas, for aggregate consideration of $
41
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.
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.
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The following describes material legal proceedings in which the Company is involved as of June 30, 2026:
| (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 $
43
| (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 June 30, 2026, 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 $
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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 $
| (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 June 30, 2026, 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”).
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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 losses, 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 $
| (xvii) | Action Case: HCA 301/2025 |
On February 16, 2026, a writ of summons was served on the Company by the plaintiff, Singway (B.V.I.) Company Limited, in connection with an alleged breach of a tenancy agreement relating to commercial premises located on the 3rd floor of Hopewell Centre in Hong Kong. The claim includes, among other things, recovery of vacant possession, arrears of rental payments, other outstanding charges, interest and damages in an aggregated amount of approximately $
NOTE 17 — 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 unaudited condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2026, up to the date that the unaudited condensed consolidated financial statements were available to be issued.
On July 9, 2026, the Nasdaq Hearings Panel (the “Panel”) granted the extension requiring the Company to achieve a closing bid price of $
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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. 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 a technology and media company organized around a two-pillar operating architecture designed to integrate premium sports content and financial services. The Company’s refined strategy centers on deploying catalytic growth capital to build a unified platform combining (i) premium sports and live-event assets including Bare Knuckle Fighting Championship (“BKFC”), and (ii) the Company’s Hong Kong operations (“AGBA Hong Kong”), which provide established financial services and distribution infrastructure. This integrated ecosystem is intended to create multiple, reinforcing revenue streams across content, transactions and financial products.
For the fiscal year ended December 31, 2025, all of the Company’s revenue of $21.6 million was generated by AGBA Hong Kong. This revenue concentration reflects a strategic reset year during which the Company rationalized legacy operations, shut down non-viable platforms, and defined a revised operating architecture. The Company’s forward strategy is designed to diversify revenue generation across the two-pillar structure described above, with BKFC expected to contribute premium sports inventory, and AGBA expected to continue providing financial services revenue while supporting platform-wide transaction processing.
The Company’s premium sports and content strategy includes assets such as BKFC and an ownership interest in Tottenham Hotspur. BKFC is a professional combat-sports promotion with global distribution across more than 60 countries and regulatory position as a leading legal bare-knuckle promotion, enhanced by the commercial impact of Conor McGregor’s ownership and brand association. In June 2025, Yorkville effected a foreclosure that resulted in the transfer of 3,000,000 BKFC shares, representing approximately 17.66% of BKFC’s outstanding equity, following Yorkville’s allegations of default under a convertible promissory note. As a result, the Company’s beneficial ownership in BKFC decreased from approximately 55.8% to approximately 38.1%, and its board designation rights were removed. The Company intends to seek to restore majority ownership and operating control through targeted share purchases, although there can be no assurance that such purchases will be completed.
The Company’s financial infrastructure is anchored by its Hong Kong subsidiaries, which operate an established wealth management, healthcare and financial services platform serving over 400,000 individual and corporate customers. These operations represent the Company’s current revenue base and operating foundation. The Hong Kong operations conduct business across four principal areas: a technology-enabled platform business, a distribution business, a healthcare business and a fintech investment and operating business. The Company has pursued a strategy to expand and modernize these operations into a combined platform and distribution model, offering (i) a B2B, technology enabled broker management and advisory platform for financial advisors (“Platform Business”) and (ii) a B2C portfolio of wealth management and healthcare products (“Distribution Business”). The Company also maintains a strategic presence in the healthcare sector through a 4% equity interest in HCMPS (“Healthcare Business”) and operates fintech investments (“FinTech Business”).
Under this two-pillar architecture, the Company is organized around two integrated business lines. The first pillar, Distribution and Sports, includes assets such as BKFC, and is intended to provide premium content, live events and high-engagement audiences. The second pillar, Financial Infrastructure, is anchored by AGBA and related fintech capabilities and provides the Company’s existing operating base, customer relationships and payment and settlement infrastructure. These pillars are intended to operate in a coordinated manner, with content engagement and financial services reinforcing each other to support a focused and scalable operating model.
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Corporate History
The Company was originally incorporated on October 8, 2018 in the British Virgin Islands as a special purpose acquisition company under the name AGBA Acquisition Limited. Following a series of business combination transactions, the company changed its name to AGBA Group Inc. and subsequently redomiciled to Delaware.
On October 15, 2024, the Company consummated a merger transaction with Triller Corp., a Delaware corporation, pursuant to an Amended and Restated Agreement and Plan of Merger. Following this merger, the Company changed its name to Triller Group Inc.
BKFC — Premium Sports Content
BKFC is a professional combat-sports promotion that the Company believes represents a strategically important sports asset. As described above, following the June 2025 Yorkville foreclosure, the Company’s beneficial ownership in BKFC decreased to approximately 38.1%, and the Company intends to seek to restore majority ownership and operating control through targeted share purchases.
The Company believes BKFC represents a high-value sports and media asset due to its global distribution across more than 60 countries, its regulatory position as a leading legal bare-knuckle promotion, and the commercial impact of Conor McGregor’s ownership and brand association. Upon restoration of operating control, BKFC is expected to function as a core sports and live-event asset within the Company’s platform.
BKFC Within the Company’s Platform
Under unified control, the Company expects BKFC to enable coordinated monetization across advertising, content distribution and financial services. BKFC’s live events are intended to provide premium, time-bound sports inventory that can be monetized through multiple channels, including pay-per-view and streaming distribution through FITE, fan engagement and sweepstakes activity through Eight Sweeps, and payment processing and settlement through AGBA’s financial infrastructure. In this structure, a BKFC event is intended to operate as a multi-layer commercial activation rather than a single-revenue fight card.
The Company further believes that BKFC’s global distribution footprint and Conor McGregor’s involvement as an owner and brand ambassador enhance the attractiveness of this sports inventory to advertisers and partners. Together with planned sports-related initiatives, including the Company’s ownership interest in Tottenham Hotspur, BKFC is expected to contribute to a broader sports content portfolio that expands monetization opportunities across the Company’s platform.
Strategic rationale for regaining control of BKFC
A core priority of the Company’s growth strategy is the reacquisition of a controlling interest in BKFC. The Company intends to direct a portion of the rights offering proceeds towards acquiring additional shares in BKFC, thereby restoring majority ownership and operational authority. The Company views this initiative as a compelling capital allocation opportunity based on operational familiarity with the asset and the belief that BKFC’s commercial potential remains substantially unexploited under the current ownership structure.
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In June 2025, a foreclosure action executed by Yorkville, following an alleged default under a convertible promissory note, resulted in the transfer of approximately 17.66% of BKFC’s shares to Yorkville. This reduced the Company’s beneficial ownership from approximately 55.8% to 38.1%. The Company is actively pursuing the reacquisition of shares from Yorkville and other identified minority stakeholders.
The restoration of controlling interest is fundamental to unlocking the full spectrum of value that BKFC offers. With operational control reinstated, we will be able to implement a unified commercial strategy that synchronizes content creation, sponsorship activation, streaming distribution, fan engagement initiatives, and capital deployment across the integrated platform.
Integration and platform synergies
BKFC’s value is maximized when fully embedded within the Company’s broader ecosystem. Under unified control, each BKFC event becomes a multi-dimensional commercial activation:
| ● | Advertising: The Company’s advertising capabilities are deployed to run targeted brand campaigns in conjunction with BKFC events. |
| ● | Streaming: Live events are broadcast via FITE TV, generating recurring streaming and pay-per-view revenue. |
| ● | Gaming and Fan Engagement: Fan interaction is further enhanced through Eight Sweeps, which introduces real-money gaming and sweepstakes tied to event participation. |
| ● | Financial Services: All event-related transactions are processed via AGBA’s robust payments infrastructure, ensuring seamless user experiences and enabling cross selling of financial services. |
This integrated approach transforms a single BKFC fight night into a convergence of advertising, media distribution, gaming, and financial transactions—delivering four distinct revenue streams from one event. Such synergies are only achievable with operational control, which allows for coordinated marketing, unified data strategies, and seamless monetization across all business lines.
The planned partnership with Tottenham Hotspur will further amplify the Company’s sports content portfolio, combining combat sports and Premier League football to establish a unique, highly attractive inventory for sponsors, fans, and commerce partners.
Commercial potential and competitive advantages
The Company believes that the market is materially undervaluing BKFC at present, given the asset’s strategic attributes: exclusive regulatory status as the leading legal bareknuckle promotion, established distribution in over 60 countries, and the commercial appeal of global sports icon Conor McGregor as both owner and brand ambassador. The Company believes the management of BKFC will have the capacity to attract new growth capital, fully integrate BKFC into its advertising and gaming platforms, and participate directly in the expansion of McGregor’s global brand.
Beyond event revenues, the control of premium sports inventory serves as a catalyst for audience growth, deepening engagement, and broadening monetization. The ability to coordinate live event programming, targeted advertising, interactive gaming, and financial services around a single sports asset represents a competitive advantage that is difficult to replicate. The platform’s multi-pillar architecture enables the Company to capture a larger share of the value chain, maximizing returns for shareholders and positioning the Company for sustained growth.
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Financial Infrastructure – AGBA Hong Kong
AGBA Hong Kong serves as our established operating base and financial infrastructure layer. While not the primary driver of the Group’s growth narrative, AGBA Hong Kong provides the operational credibility, distribution capability and regulated foundation upon which the Group’s newer platforms are being developed.
AGBA Hong Kong is a long-standing, regulated franchise with a history of over 30 years. It currently generates all of the Group’s revenue and has entered a clear path toward sustainable profitability. Its existing operations provide core capabilities including payment processing, regulatory and compliance infrastructure, banking relationships and a sizeable, recurring customer base. These capabilities enable us to scale new initiatives more efficiently than platforms that must first build a financial and regulatory layer from the ground up.
AGBA Hong Kong’s distribution strength is anchored in its consultant network and digital “OnePlatform” ecosystem, which together support client acquisition, servicing and monetization across multiple product categories. The “OnePlatform” is intended to support customer engagement, product distribution and monetization across AGBA Hong Kong’s existing customer base. As OnePlatform continues to develop, we expect it to enable deeper monetization and contribute to improved margin profile through increased customer activity and wallet share.
AGBA Hong Kong currently serves approximately 200,000 customers in Hong Kong providing the Group with an established audience and distribution channel. This customer base represents a natural entry point for selected digital entertainment, rewards and engagement offerings developed across the wider platform, without incurring the customer acquisition costs typically associated with early-stage digital platforms.
AGBA Hong Kong’s operating business is structured as follows:
Platform Business
The Platform Business is a one-stop financial supermarket with a breadth of products and services, sourced from leading global product providers, that is unrivaled in Hong Kong.
We operate under the “OnePlatform” brand, offering a full-service platform to banks, other financial institutions, family offices, brokers, and individual independent financial advisors to advise and serve their retail clients. Our technology-enabled platform offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, mutual funds, money lending and real estate agency.
The Platform business, through TAG International Limited and its subsidiaries, is a one-stop financial upermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global product providers.
The Platform Business was set up to take advantage of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong. We were already servicing a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art technological and operational infrastructure.
The Platform Business now operates this full-service platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers, and individual independent financial advisors that are looking for support in advising and serving their retail clients.
Our technology-enabled Platform Business offers a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money lending and real estate agency.
In addition to its unrivaled product-shelf, the Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive customer services, and training support.
Currently, our platform financial services and investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident Fund (MPF) products, and international real estate referral and brokerage services.
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The OnePlatform brand currently covers 71 insurance providers selling 1,224 products, and 41 asset management fund houses with over 664 products.
Distribution Business
The Distribution Business currently operates as a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary in Hong Kong, providing financial planning and wealth management services to institutional and individual customers with its team of over 1,500 independent financial advisors. The Distribution Business is regulated by the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority.
The Distribution Business’s main sources of income are sales commission and service fee income from its infrastructure support platform. It recognizes commission income from the insurance providers based on the sale of insurance products at predetermined insurance premium rates according to the types of products sold.
The financial advisors, organized under two brands of “AGBA focus” and “AGBA perform”, are the primary distribution channels for the Distribution Business. These channels are positioned to match individuals’ financial needs with an appropriate choice of insurance products. They target to bring additional revenue for the Distribution Business by serving as a “matching platform” between insurance companies and consumers. Marketing activities of the Distribution Business include sales campaigns and invitations to corporate events, at which new customers are mainly solicited through direct conversation or meetings between financial advisors and retail customers.
As of June 30, 2026, we worked with 306 independent financial advisors.
Healthcare Business
We own a 4% minority shareholding in HCMPS Healthcare Holdings Limited (“HCMPS”), one of the leading healthcare management organizations in Hong Kong. The Company, through one of its subsidiaries, holds 4% stake in and a strategic partnership with HCMPS.
Founded in 1979 and currently operating under the Dr. Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare brands in Hong Kong. It has a network of over 700 healthcare service providers — providing healthcare schemes for more than 120 corporate clients with over 300,000 scheme members. JFA’s clients include blue chip companies from various industry and leading insurers. Apart from Hong Kong, JFA is the largest operator in Macau with around 85 clinics.
JFA has a long-standing track record of operating as a low-cost, high efficiency operation. It offers vast untapped opportunities for the Group, both in revenue growth and cross-selling.
FinTech Business
Fintech manages an ensemble of financial technology (fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA Group Limited (formerly known as Tandem Money Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform with a broad spectrum of services and value added information in health, insurance, investments and social sharing.
Fintech’s business aims to create value on three fronts:
| 1. | Building long-term fintech franchises in Hong Kong using business models, operations, and technologies tested in more mature markets; |
| 2. | Supporting and capturing synergies with OnePlatform and its other business segments; and |
| 3. | Realizing financial returns from its fintech investments. |
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1) Tandem
Tandem Money Limited (“Tandem”) is a UK based “challenger” bank which focuses on lending growth with high risk-adjusted yields. It operates a “digital deposit” strategy to continue funding its growth, which is known as a “neobank” strategy. Founded in 2013, Tandem provides an app-based retail bank service for its customers. Through its app, customers can access retail banking services comprising deposits, mortgages, loans and credit cards. Tandem also leverages digital wealth management to cross-sell and offers value-added services such as cash management across bank accounts, savings, debt management, and financial planning.
2) CurrencyFair
CurrencyFair is an online peer-to-peer currency exchange marketplace. TAG Technologies first invested into CurrencyFair in 2018, through an investment of approximately €6,000,000 and the merger of AGBA’s then existing payments business with CurrencyFair. Since then, CurrencyFair has continued to grow its consumer money transfer business focused on white-collar expat customers transferring money between selected European and Australian corridors. CurrencyFair is now a global money transfer member organization that has exchanged more than €10 billion, with offices located in Ireland, UK, Singapore, Hong Kong and Australia. We believe that CurrencyFair’s scaling plan relies on expanding its consumer-to-consumer (C2C) business to new US and Asia corridors, while acquiring small and medium enterprise (SME) customers directly and through an enterprise sales model handling primarily Chinese merchant payments for cross-border e-commerce marketplaces. Revenue growth depends on how successfully CurrencyFair scales transfer volumes in new C2C corridors and new SME businesses based on proposition development and customer acquisition execution.
The Company intends to work closely with CurrencyFair as it builds out its Asian franchise, and intends to offer CurrencyFair’s unique currency marketplace to customers in Hong Kong as well as introducing enhanced Asian currency services to CurrencyFair’s international customers. CurrencyFair’s domain expertise, technology, and operational experience are expected to be leveraged as part of a wider strategy to improve services to assist customers to manage their finances.
3) Goxip
Goxip is a fashion media platform based in Hong Kong with over one million high-end fashion shoppers. Its digital marketing arm matches key opinion leaders (KOLs) with marketers and brands for lead generation, launching and monetizing marketing campaigns. We currently own a 3.30% equity interest in Goxip.
4) HCMPS Healthcare Holdings Limited
HCMPS Healthcare Holdings Limited (“HCMPS”) is a healthcare management organization based in Hong Kong. Founded in 1979, it has over 700 network service branches providing healthcare schemes for more than 120 corporate clients with over 300,000 scheme members. HCMPS offers its patients a full range of medical services, including general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories, and imaging services. we currently own a 4.00% equity interest in HCMPS.
Legacy Operations
The following section addresses the Company’s legacy operations, which are distinct from the forward-looking two-pillar operating architecture described above. Management believes it is important to clearly distinguish between the Company’s current strategic direction and the historical operations that preceded it.
Historical Triller Operations
The Company historically operated the Triller app, a short-form video platform offering both user-generated and professionally produced content. In July 2025, following an internal assessment that determined the platform lacked a viable path to scalable or sustainable economics, management made the decision to restructure the legacy Triller app. As of the date of this prospectus, the Company has no revenues generated from social media or sports streaming operations as the legacy social media activities are under restructure.
Going forward, the Company’s operations will be centered on the Eight operating architecture, which prioritizes premium content and events through BKFC and other sports assets, and a regulated financial and distribution platform through AGBA Hong Kong. These business lines are designed to replace the discontinued legacy operations with revenue streams offering clearer visibility, stronger unit economics, and scalable operating leverage. This strategic shift reflects a fundamental reset—moving from audience-led growth to infrastructure-driven operations.
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Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025:
The following tables set forth our results of operations by segments presented in U.S. dollars (in thousands):
| Three months ended June 30, 2026 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Commission | $ | — | $ | — | $ | 4,930 | $ | — | $ | — | $ | 4,930 | ||||||||||||
| Recurring asset management service fees | — | — | 296 | — | — | 296 | ||||||||||||||||||
| Total revenue | — | — | 5,226 | — | — | 5,226 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Commission expense | — | — | (3,624 | ) | — | — | (3,624 | ) | ||||||||||||||||
| Sales and marketing expenses | 24 | — | (20 | ) | (99 | ) | — | (95 | ) | |||||||||||||||
| Research and development expenses | (77 | ) | — | (211 | ) | — | — | (288 | ) | |||||||||||||||
| Personal and benefit expenses | (2,779 | ) | (94 | ) | (41 | ) | (5,406 | ) | — | (8,320 | ) | |||||||||||||
| Legal and professional fee | (12,916 | ) | (73 | ) | 42 | (2,080 | ) | — | (15,027 | ) | ||||||||||||||
| Other general and administrative expenses | (10 | ) | (29 | ) | (137 | ) | (308 | ) | — | (484 | ) | |||||||||||||
| Total operating expenses | (15,758 | ) | (196 | ) | (3,991 | ) | (7,893 | ) | — | (27,838 | ) | |||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Interest income | — | — | 1 | — | — | 1 | ||||||||||||||||||
| Interest expense | (3,268 | ) | (21 | ) | (55 | ) | (2,182 | ) | — | (5,526 | ) | |||||||||||||
| Foreign exchange gain (loss), net | — | 3 | 2 | (189 | ) | — | (184 | ) | ||||||||||||||||
| Investment gain, net | — | — | 1 | — | — | 1 | ||||||||||||||||||
| Sundry income | — | — | 20 | 3 | — | 23 | ||||||||||||||||||
| Total other expense, net | (3,268 | ) | (18 | ) | (31 | ) | (2,368 | ) | — | (5,685 | ) | |||||||||||||
| Income tax expense | — | — | (72 | ) | — | — | (72 | ) | ||||||||||||||||
| Net (loss) income | $ | (19,026 | ) | $ | (214 | ) | $ | 1,132 | $ | (10,261 | ) | $ | — | $ | (28,369 | ) | ||||||||
| For the Three Months ended June 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Loans interest income | $ | — | $ | — | $ | 17 | $ | — | $ | — | $ | 17 | ||||||||||||
| Commission | — | — | 5,228 | — | — | 5,228 | ||||||||||||||||||
| Recurring asset management service fees | — | — | 270 | — | — | 270 | ||||||||||||||||||
| Total revenue | — | — | 5,515 | — | — | 5,515 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Commission expense | — | — | (3,308 | ) | — | — | (3,308 | ) | ||||||||||||||||
| Sales and marketing expenses | — | — | (70 | ) | — | — | (70 | ) | ||||||||||||||||
| Research and development expenses | (1,114 | ) | (17 | ) | (53 | ) | (198 | ) | — | (1,382 | ) | |||||||||||||
| Personal and benefit expenses | (4,182 | ) | (53 | ) | (36 | ) | (16,898 | ) | — | (21,169 | ) | |||||||||||||
| Legal and professional fee | — | — | — | (5,931 | ) | — | (5,931 | ) | ||||||||||||||||
| Office and operating fee, related party | — | — | — | (1,187 | ) | — | (1,187 | ) | ||||||||||||||||
| Provision for allowance for expected credit losses | — | — | (91 | ) | — | — | (91 | ) | ||||||||||||||||
| Other general and administrative expenses | (491 | ) | (162 | ) | (4,430 | ) | 3,871 | — | (1,212 | ) | ||||||||||||||
| Total operating expenses | (5,787 | ) | (232 | ) | (7,988 | ) | (20,343 | ) | — | (34,350 | ) | |||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Interest income | — | — | 3 | — | — | 3 | ||||||||||||||||||
| Interest expense | (2,984 | ) | (28 | ) | (149 | ) | (2,009 | ) | — | (5,170 | ) | |||||||||||||
| Foreign exchange gain (loss), net | 409 | (41 | ) | 1,373 | 43 | — | 1,784 | |||||||||||||||||
| Sundry income | — | — | 44 | — | — | 44 | ||||||||||||||||||
| Total other income (expense), net | (2,575 | ) | (69 | ) | 1,271 | (1,966 | ) | — | (3,339 | ) | ||||||||||||||
| Income tax expense | — | — | (31 | ) | — | — | (31 | ) | ||||||||||||||||
| Net loss | $ | (8,362 | ) | $ | (301 | ) | $ | (1,233 | ) | $ | (22,309 | ) | $ | — | $ | (32,205 | ) | |||||||
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Revenues
The following table summarizes the major operating revenues for the three months ended June 30, 2026 and 2025:
| Three Months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Business segment | ||||||||||||||||
| Social media | $ | — | $ | — | — | — | ||||||||||
| Sports streaming | — | — | — | — | ||||||||||||
| Financial services | 5,226 | 5,515 | (289 | ) | (5.24 | ) | ||||||||||
| TOTAL | $ | 5,226 | $ | 5,515 | (289 | ) | (5.24 | ) | ||||||||
Social media and Sports streaming
Following the acquisition in October 2024, Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments: social media and sports streaming.
Social media business segment mainly comprises of revenues from the provision of advertising services and SaaS services. The technology platform integrated from Triller Corp. provides brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns. In additions, the SaaS platform provides our customers a detailed dashboard to measure all creator driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding creators with per-transaction incentives for enabling e-commerce transactions. Revenue from the SaaS platform subscriptions is recognized ratably over the life of a subscription.
Sports streaming business segment mainly comprises of revenues from subscriptions for streaming services and pay-per-view (“PPV”) services for premium content and events. The technology platform provides streaming services that acquires content licensing from various sport and entertainment franchises to provide a content rich environment for both subscription based and pay-per-view consumption both across a variety of platforms including mobile phones, tablets, PCs, streaming devices, set-top-boxes and connected TVs. Revenue from streaming subscriptions is recognized ratably over the life of a subscription and revenue from streaming pay-per-view events is recognized at the time the event airs.
No revenue from social media and sports streaming business segments were generated during the three months ended June 30, 2026 and 2025.
Financial services
Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income from financial services slightly decreased by $0.3 million or 5.24% from $5.5 million for the three months ended June 30, 2025 to $5.2 million for the three months ended June 30, 2026.
Operating Expenses
Commission expense
The commission expense related to financial services increased by $0.3 million, or 9.55% from $3.3 million for the three months ended June 30, 2025 to $3.6 million for the three months ended June 30, 2026. The increase was mainly attributed to our new sales compensation scheme launched during the three months ended June 30, 2026.
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Sales and marketing expense
Sales and marketing expense slightly increased by $0.03 million or 35.71% from $0.07 million for the three months ended June 30, 2025 to $0.1 million for the three months ended June 30, 2026.
Research and development expense
Research and development expense decreased by $1.1 million, or 79.2% from $1.4 million for the three months ended June 30, 2025 to $0.3 million for the three months ended June 30, 2026. The decrease was primarily due to the decrease in headcounts.
Personnel and benefit expenses
Personnel and benefit expenses primarily consist of personnel-related costs and benefits and stock-based compensation costs for our administrative, legal, human resources, information technology, corporate development, finance and accounting employees and executives.
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Personnel and benefit | $ | 4,812 | $ | 6,977 | (2,165 | ) | (31.03 | ) | ||||||||
| Stock-based compensation | 3,508 | 14,192 | (10,684 | ) | (75.28 | ) | ||||||||||
| TOTAL | $ | 8,320 | $ | 21,169 | (12,849 | ) | (60.70 | ) | ||||||||
Personnel and benefit cost decreased by $2.2 million, or 31.03% from $7.0 million for the three months ended June 30, 2025 to $4.8 million for the three months ended June 30, 2026. The decrease was primarily attributable to the decrease in headcounts.
Stock-based compensation for executive directors and employees decreased by $10.7 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease was primarily due to the decrease in the amortization of the fair value of restricted share units due to the vested shares in 2026. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.
Legal and professional fee
Legal and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.
| Three months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Legal and professional fee | $ | 15,027 | $ | 3,018 | 12,009 | 397.91 | ||||||||||
| Stock-based compensation | — | 2,913 | (2,913 | ) | (100.00 | ) | ||||||||||
| TOTAL | $ | 15,027 | $ | 5,931 | 9,096 | 153.36 | ||||||||||
Legal and professional fees increased by $12.0 million, or 397.91%, from $3.0 million for three months ended June 30, 2025, to $15.0 million for three months ended June 30, 2026. The increase was primarily attributable to the additional legal and professional fees incurred by Triller Corp. and its subsidiaries.
Consulting fees under stock-based compensation decreased by $2.9 million or 100.00% for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease was mainly due to there was no corporate strategic consultancy and business marketing service incurred during the three months ended June 30, 2026.
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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 June 30, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was nil and $0.09 million, respectively.
Other general and administrative expenses
Other general and administrative expenses of social media and sports streaming segments primarily consist of professional service fees, business process outsourcing costs, music licensing, and insurance premiums.
Other general and administrative expenses of financial services and corporate segments primarily consist of rent and facilities expenses allocated based upon total direct costs, depreciation and amortization expenses, and other corporate expenses that are not allocated to the above expense categories.
The aggregate other general and administrative expenses decreased by $0.7 million, or 60.15% from $1.2 million for the three months ended June 30, 2025 to $0.5 million for the three months ended June 30, 2026. The decrease was primarily attributable to the absence of certain non-recurring expenses incurred in the prior period.
Other income (expense), net
Other income (expense), net consist of interest income, investment income, net, sundry income and offset by interest expense and foreign exchange loss, net.
For the three months ended June 30, 2026 and 2025, the aggregate other expense, net increased by $2.3 million or 70.26%. The increase was mainly attributable to the increase in interest expense of $0.3 million and increase in foreign exchange loss, net of $2.0 million.
Net loss
Net loss decreased by $3.8 million, or 11.91% for the three months ended June 30, 2026, as compared to June 30, 2025. The decrease was primarily due to the decrease in operating expenses and offset by the increase in total other expense, net in three segments.
Comparison of the Six Months Ended June 30, 2026 and 2025:
The following tables set forth our results of operations by segments presented in U.S. dollars (in thousands):
| Six months ended June 30, 2026 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Commission | $ | — | $ | — | $ | 9,686 | $ | — | $ | — | $ | 9,686 | ||||||||||||
| Recurring asset management service fees | — | — | 570 | — | — | 570 | ||||||||||||||||||
| Total revenue | — | — | 10,256 | — | — | 10,256 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Commission expense | — | — | (7,094 | ) | — | — | (7,094 | ) | ||||||||||||||||
| Sales and marketing expenses | (24 | ) | — | (52 | ) | (253 | ) | — | (329 | ) | ||||||||||||||
| Research and development expenses | (390 | ) | — | (433 | ) | — | — | (823 | ) | |||||||||||||||
| Personal and benefit expenses | (5,560 | ) | (749 | ) | (64 | ) | (18,395 | ) | — | (24,768 | ) | |||||||||||||
| Legal and professional fee | (20,096 | ) | (144 | ) | (43 | ) | (2,530 | ) | — | (22,813 | ) | |||||||||||||
| Office and operating fee, related party | — | — | — | (663 | ) | — | (663 | ) | ||||||||||||||||
| Provision for allowance for expected credit losses | — | — | (2 | ) | — | — | (2 | ) | ||||||||||||||||
| Other general and administrative expenses | (47 | ) | (68 | ) | (3,655 | ) | (326 | ) | — | (4,096 | ) | |||||||||||||
| Total operating expenses | (26,117 | ) | (961 | ) | (11,343 | ) | (22,167 | ) | — | (60,588 | ) | |||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Interest income | — | — | 3 | — | — | 3 | ||||||||||||||||||
| Interest expense | (6,521 | ) | (31 | ) | (654 | ) | (2,820 | ) | — | (10,026 | ) | |||||||||||||
| Foreign exchange gain (loss), net | — | (17 | ) | 8 | (387 | ) | — | (396 | ) | |||||||||||||||
| Bad debts recovered | — | — | 256 | — | — | 256 | ||||||||||||||||||
| Investment income, net | — | — | 1 | — | — | 1 | ||||||||||||||||||
| Sundry income (expense) | — | — | 358 | (321 | ) | — | 37 | |||||||||||||||||
| Total other expense, net | (6,521 | ) | (48 | ) | (28 | ) | (3,528 | ) | — | (10,125 | ) | |||||||||||||
| Income tax expense | — | — | (124 | ) | — | — | (124 | ) | ||||||||||||||||
| Net loss | $ | (32,638 | ) | $ | (1,009 | ) | $ | (1,239 | ) | $ | (25,695 | ) | $ | — | $ | (60,581 | ) | |||||||
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| Six months ended June 30, 2025 | ||||||||||||||||||||||||
| Social media | Sports streaming | Financial services | Corporate | Elimination | Consolidated | |||||||||||||||||||
| Revenue | ||||||||||||||||||||||||
| Loans interest income | $ | — | $ | — | $ | 35 | $ | — | $ | — | $ | 35 | ||||||||||||
| Commission | — | — | 9,644 | — | — | 9,644 | ||||||||||||||||||
| Recurring asset management service fees | — | — | 617 | — | — | 617 | ||||||||||||||||||
| Total revenue | — | — | 10,296 | — | — | 10,296 | ||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Commission expense | — | — | (5,829 | ) | — | — | (5,829 | ) | ||||||||||||||||
| Sales and marketing expenses | — | — | (70 | ) | — | — | (70 | ) | ||||||||||||||||
| Research and development expenses | (2,303 | ) | (204 | ) | (98 | ) | (479 | ) | — | (3,084 | ) | |||||||||||||
| Personal and benefit expenses | (8,071 | ) | (674 | ) | (111 | ) | (47,277 | ) | — | (56,133 | ) | |||||||||||||
| Legal and professional fee | — | — | — | (11,769 | ) | — | (11,769 | ) | ||||||||||||||||
| Office and operating fee, related party | — | — | — | (2,365 | ) | — | (2,365 | ) | ||||||||||||||||
| Provision for allowance for expected credit losses | — | — | (138 | ) | — | — | (138 | ) | ||||||||||||||||
| Other general and administrative expenses | (4,891 | ) | (53 | ) | (6,119 | ) | 7,118 | — | (3,945 | ) | ||||||||||||||
| Total operating expenses | (15,265 | ) | (931 | ) | (12,365 | ) | (54,772 | ) | — | (83,333 | ) | |||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Interest income | 165 | — | 5 | — | — | 170 | ||||||||||||||||||
| Interest expense | (5,402 | ) | (384 | ) | (310 | ) | (3,877 | ) | — | (9,973 | ) | |||||||||||||
| Foreign exchange gain (loss), net | 409 | (41 | ) | 2,518 | 43 | — | 2,929 | |||||||||||||||||
| Bad debts written-off | (5,441 | ) | — | — | — | — | (5,441 | ) | ||||||||||||||||
| Others | — | — | 150 | — | — | 150 | ||||||||||||||||||
| Total other income (expense), net | (10,269 | ) | (425 | ) | 2,363 | (3,834 | ) | — | (12,165 | ) | ||||||||||||||
| Income tax expense | — | — | (55 | ) | — | — | (55 | ) | ||||||||||||||||
| Net income (loss) | $ | (25,534 | ) | $ | (1,356 | ) | $ | 239 | $ | (58,606 | ) | $ | — | $ | (85,257 | ) | ||||||||
Revenues
The following table summarizes the major operating revenues for the six months ended June 30, 2026 and 2025:
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Business segment | ||||||||||||||||
| Social media | $ | — | $ | — | — | — | ||||||||||
| Sports streaming | — | — | — | — | ||||||||||||
| Financial services | 10,256 | 10,296 | (40 | ) | (0.39 | ) | ||||||||||
| TOTAL | $ | 10,256 | $ | 10,296 | (40 | ) | (0.39 | ) | ||||||||
Social media and Sports streaming
Following the acquisition in October 2024, Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments: social media and sports streaming.
Social media business segment mainly comprises of revenues from the provision of advertising services and SaaS services. The technology platform integrated from Triller Corp. provides brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns. In additions, the SaaS platform provides our customers a detailed dashboard to measure all creator driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding creators with per-transaction incentives for enabling e-commerce transactions. Revenue from the SaaS platform subscriptions is recognized ratably over the life of a subscription.
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Sports streaming business segment mainly comprises of revenues from subscriptions for streaming services and pay-per-view (“PPV”) services for premium content and events. The technology platform provides streaming services that acquires content licensing from various sport and entertainment franchises to provide a content rich environment for both subscription based and pay-per-view consumption both across a variety of platforms including mobile phones, tablets, PCs, streaming devices, set-top-boxes and connected TVs. Revenue from streaming subscriptions is recognized ratably over the life of a subscription and revenue from streaming pay-per-view events is recognized at the time the event airs.
No revenue from social media and sports streaming business segments were generated during the six months ended June 30, 2026 and 2025.
Financial services
Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income from financial services slightly decreased by $0.04 million or 0.39% from $10.3 million for the six months ended June 30, 2025 to $10.26 million for the six months ended June 30, 2026.
Operating Expenses
Commission expense
The commission expense related to financial services increased by $1.3 million, or 21.70% from $5.8 million for the six months ended June 30, 2025 to $7.1 million for the six months ended June 30, 2026. The increase was mainly attributed to our new sales compensation scheme launched during the six months ended June 30, 2026.
Sales and marketing expenses
Sales and marketing expenses increased by $0.3 million or 370.00% from $0.07 million for the six months ended June 30, 2025 to $0.3 million for the six months ended June 30, 2026. The increase was mainly attributed to a strategic corporate rebranding initiative, which included a series of targeted press releases to enhance market visibility.
Research and development expenses
Research and development expenses decreased by $2.3 million, or 73.31% from $3.1 million for the six months ended June 30, 2025 to $0.8 million for the six months ended June 30, 2026. The decrease was primarily due the decrease in headcounts.
Personnel and benefit expenses
Personnel and benefit expenses primarily consist of personnel-related costs and benefits and stock-based compensation costs for our administrative, legal, human resources, information technology, corporate development, finance and accounting employees and executives.
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Personnel and benefit | $ | 10,152 | $ | 14,766 | (4,614 | ) | (31.25 | ) | ||||||||
| Stock-based compensation | 14,616 | 41,367 | (26,751 | ) | (64.67 | ) | ||||||||||
| TOTAL | $ | 24,768 | $ | 56,133 | (31,365 | ) | (55.88 | ) | ||||||||
Personnel and benefit cost decreased by $4.6 million, or 31.25% from $14.8 million for the six months ended June 30, 2025 to $10.2 million for the six months ended June 30, 2026. The decrease was primarily attributable to the decrease in headcounts.
Stock-based compensation for executive directors and employees decreased by $26.8 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was primarily due to the decrease in the amortization of the fair value of restricted share units due to the vested shares in 2026. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.
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Legal and professional fee
Legal and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.
| Six months ended June 30, | ||||||||||||||||
| 2026 | 2025 | Variance | ||||||||||||||
| (US$ in thousands) | $ | % | ||||||||||||||
| Legal and professional fee | $ | 22,813 | $ | 7,280 | 15,533 | 213.37 | ||||||||||
| Stock-based compensation | — | 4,489 | (4,489 | ) | (100.00 | ) | ||||||||||
| TOTAL | $ | 22,813 | $ | 11,769 | 11,044 | 93.84 | ||||||||||
Legal and professional fees increased by $15.5 million, or 213.37%, from $7.3 million for the six months ended June 30, 2025, to $22.8 million for the six months ended June 30, 2026. The increase was primarily attributable to the additional legal and professional fees incurred by Triller Corp. and its subsidiaries.
Consulting fees under stock-based compensation decreased by $4.5 million or 100.00% for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was mainly due to there was no corporate strategic consultancy and business marketing service incurred during the six months ended June 30, 2026.
Provision for allowance for expected credit losses
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 six months ended June 30, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.002 million and $0.1 million, respectively.
Other general and administrative expenses
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 increased by $0.2 million, or 3.80% from $3.9 million for the six months ended June 30, 2025 to $4.1 million for the six months ended June 30, 2026.
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Other income (expense), net
Other income (expense), net consist of interest income, bad debts recovered, sundry income and offset by interest expense and foreign exchange loss, net.
For the six months ended June 30, 2026 and 2025, the aggregate other expense, net decreased by $2.0 million or 16.77%. The decrease was mainly attributable to the decrease in bad debts written off from $5.4 million for the six months ended June 30, 2025 to bad debts recovered of $0.3 million for the six months ended June 30, 2026 and offset by the decrease in foreign exchange gain of $2.9 million for the six months ended June 30, 2025 to foreign exchange loss of $0.4 million for the six months ended June 30, 2026.
Net loss
Net loss decreased by $24.7 million, or 28.94% for the six months ended June 30, 2026, as compared to June 30, 2025. The decrease was primarily due to the decrease in operating expenses in three segments.
Liquidity and Capital Resources
Sources of Liquidity
We have a history of operating losses and negative operating cash flows. For the six months ended June 30, 2026, we reported a net loss of $60.6 million and reported a negative operating cash flow of $5.0 million. As of June 30, 2026, our cash balance was $2.1 million for working capital use. Our management estimates that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months.
Our ability to continue as a going concern is dependent on our ability to successfully implement our plans. Our management believes that it will be able to continue to grow our revenue base and control expenditures. In parallel, we continually monitor our capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses, and growth strategy. These alternatives include external borrowings, raising funds through public equity, or tapping debt markets. Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital markets going forward. The unaudited condensed consolidated financial statements attached to this Form 10-Q do not include any adjustments that might result from the outcome of these uncertainties.
Future Liquidity
On a recurring basis, the primary future cash needs of the Company will be focused on operating activities, working capital, capital expenditures, investment, regulatory and compliance costs. The ability of the Company to fund these needs will depend, in part, on its ability to generate or raise cash in the future, which is subject to general economic, financial, competitive, regulatory, and other factors that are beyond its control.
The ability to fund our operating needs will depend on its future ability to continue to generate positive cash flow from operations and raise capital in the capital markets. Our management believe that we will meet known or reasonably likely future cash requirements through the combination of cash flows from operating activities, available cash balances, and external borrowings and fund raising. Our management expects that the primary cash requirements in 2026 will be to fund capital expenditures for the repayment of debts and obligation and the businesses operations.
If our sources of liquidity need to be augmented, additional cash requirements would likely need to be financed through the issuance of debt or equity securities; however, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms, or at all, in the future.
We expect that operating losses could continue into the foreseeable future as we continue to invest in growing our businesses. Based upon our current operating plans, our management believes that cash and equivalents will not be able to provide sufficient funds to its operations for at least the next 12 months from the date of its unaudited condensed consolidated financial statements provided with this Form 10-Q. However, these forecasts involve risks and uncertainties, and actual results could vary materially. Our management has based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. See “Liquidity and Going Concern” below.
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Our future capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenues growth, the timing and extent of spending on sales and marketing, the expansion of sales and marketing activities, the timing of new product introductions, market acceptance of our brand, and overall economic conditions. We may also seek additional capital to fund our operations, including through the sale of equity or debt financing. To the extent that we raise additional capital through the future sale of equity, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our existing stockholders. The incurrence of debt financing would result in debt service obligations and the instruments governing such debt could provide for operating and financing covenants that would restrict our operations.
Cash Flows
As of June 30, 2026, we had cash and cash equivalents totaling $2.1 million, and $9.5 million in restricted cash.
As of December 31, 2025, we had cash and cash equivalents totaling $2.3 million, and $10.3 million in restricted cash.
Comparison of the six months ended June 30, 2026 and 2025
The following table summarizes our cash flows for the periods presented:
| Six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (US$ in thousands) | ||||||||
| Net cash used in operating activities | $ | (4,969 | ) | $ | (20,355 | ) | ||
| Net cash provided by investing activities | 283 | 1,527 | ||||||
| Net cash provided by financing activities | 3,728 | 15,019 | ||||||
| Effect on exchange rate change on cash and cash equivalents | (87 | ) | 673 | |||||
| Net change in cash, cash equivalents and restricted cash | (1,045 | ) | (3,136 | ) | ||||
| Cash, cash equivalents and restricted cash, at the beginning | 12,610 | 17,261 | ||||||
| Cash, cash equivalents and restricted cash, at the end | $ | 11,565 | $ | 14,125 | ||||
| Representing as: | ||||||||
| Cash and cash equivalents | $ | 2,070 | $ | 2,094 | ||||
| Restricted cash – fund held in escrow | 9,495 | 12,031 | ||||||
| $ | 11,565 | $ | 14,125 | |||||
Working Capital Deficit
The working capital deficit as of June 30, 2026 and December 31, 2025 was amounted to approximately $391.1 million and $346.0 million, respectively, an increase of $45.2 million or 13.06%. The increase was mainly attributable to the increase in accounts payable and other current liabilities of $36.8 million.
Cash Flows from Operating Activities
Net cash used in operating activities was $5.0 million and $20.4 million for the six months ended June 30, 2026 and 2025, respectively.
Net cash used in operating activities for the six months ended June 30, 2026 was primarily the result of the net loss of $60.6 million, an increase in deposits, prepayments, and others receivable of $0.01 million, decrease in escrow liabilities of $0.8 million, and decrease in operating lease liabilities of $0.5 million. These amounts were partially offset by the decrease in accounts receivable of $0.06 million, increase in accounts payable and other current liabilities of $30.8 million, increase in other current liabilities, related parties of $1.3 million, increase in income tax payable of $0.01 million, and non-cash adjustments consisting of stock-based compensation expense of $14.6 million, interest expense on borrowings of $10.0 million, net foreign exchange loss of $0.4 million, and bad debts recovered of $0.3 million.
Net cash used in operating activities for the six months ended June 30, 2025 was primarily the result of the net loss of $85.3 million, decrease in escrow liabilities of $2.2 million, decrease in operating lease liabilities of $0.5 million, increase in accounts receivable of $1.5 million and increase in loans receivables of $1.0 million. These amounts were partially offset by the increase in accounts payable and other current liabilities of $9.8 million, increase in other current liabilities, related parties of $1.3 million, and non-cash adjustments consisting of share-based compensation expense of $45.9 million, interest expense on borrowings of $10.0 million, net foreign exchange gain of $2.9 million, bad debts written-off of $5.4 million, and provision for allowance for expected credit losses of $0.1 million.
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Cash Flows from Investing Activities
Net cash provided by investing activities for the six months ended June 30, 2026 and 2025 of $0.3 million and $1.5 million, respectively was primarily attributable to proceeds from disposal of assets held for sale.
Cash Flows from Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 of $3.7 million was primarily attributable to proceeds from borrowings advanced by related parties of $3.9 million, offset by repayments of borrowings, including related parties of $0.1 million.
Net cash provided by financing activities for the six months ended June 30, 2025 of $15.0 million was primarily attributable to proceeds from borrowings advanced by a related party.
Liquidity and Going Concern
Our unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. The management of the Company estimates that currently available cash will not be able to provide sufficient funds to meet the Company’s planned obligations for the next 12 months from the date that these unaudited condensed consolidated financial statements were made available to be issued.
For the six months ended June 30, 2026, we reported a net loss of approximately $60.6 million. With a significant decrease in our operating expenses, described in the paragraph below, we had an accumulated deficit of approximately $1,438.8 million as of June 30, 2026.
Coupled with the management control on expenditures, we reported a decrease in operating loss of $22.7 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. These circumstances give rise to substantial doubt that we will continue as a going concern and these unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our ability to continue as a going concern is dependent on the management’s ability to successfully implement its plans. Our management team believes that we will be able to continue to grow our revenue base and control our expenditures. In parallel, our management team will continually monitor our capital structure and operating plans and search for potential funding alternatives in order to finance our business development activities and operating expenses. These alternatives may include borrowings, raising funds through public equity or debt markets. However, we cannot predict the exact amount or timing of the alternatives, or guarantee those alternatives will be favorable to our stockholders. Any failure to obtain financing when required will have a material adverse impact on our business, operation and financial result.
With these funding initiatives, our management believes that we would be able to strengthen our financial position, improve our liquidity, and enhance our ability to navigate the challenging market conditions.
Capital Commitments
Details of capital commitments are disclosed in Note 16 in the accompanying unaudited condensed consolidated financial statements.
Off-Balance Sheet Arrangements
We are not party to any off-balance sheet transactions. We have no guarantees or obligations other than those which arise out of normal business operations.
We have not engaged in any off-balance sheet financial arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, net revenue or expenses, results of operations, liquidity, capital expenditures, or capital resources.
Critical Accounting Policies, Judgements and Estimates
The preparation of financial statements in conformity with GAAP requires us to make judgments, estimates, and assumptions in the preparation of our unaudited condensed consolidated financial statements. Actual results could differ from those estimates. There have been no material changes to our critical accounting policies and estimates as reported in our 2025 Annual Report on Form 10-K.
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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 June 30, 2026, 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 June 30, 2026, the Company accrued a legal provision of approximately $0.8 million as a liability in the unaudited 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 June 30, 2026, approximately $3.6 million is included as a liability in the unaudited 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 $5.4 million was ruled in SOLAR’s favor and SOLAR filed an action in the Superior Court of California for the County of Los Angeles for recognition of this foreign country money judgment in the amount of approximately $5.4 million. As of June 30, 2026, this amount is included as a liability in the unaudited 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 June 30, 2026, 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 June 30, 2026.
| (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 June 30, 2026, the Company accrued a legal provision of approximately $1.9 million as a liability in the unaudited 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 June 30, 2026, the Company accrued approximately $3.0 million as a liability in the unaudited 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 June 30, 2026, the Company has accrued approximately $0.5 million as a liability in the unaudited condensed consolidated balance sheets.
| (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. As of June 30, 2026, the Company has accrued approximately $7.0 million as a liability in the unaudited condensed consolidated balance sheets.
| (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 March 31, 2026, the Company has accrued approximately $8.7 million as a liability pertaining to this dispute, which represents management’s best estimate of the probable loss.
| (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. On June 10, 2026, the Company received a Supplemental Order from the District Court of Southern District of New York ordering the Company to issue 5,950,705 shares of common stock, or 595,070 shares of common stock after giving effect to the 1-for-10 reverse stock split, to the Plaintiffs within five business days.
| (xvii) | Action Case: HCA 301/2025 |
On February 16, 2026, a writ of summons was served on the Company by the plaintiff, Singway (B.V.I.) Company Limited, in connection with an alleged breach of a tenancy agreement relating to commercial premises located on the 3rd floor of Hopewell Centre in Hong Kong. The claim includes, among other things, recovery of vacant possession, arrears of rental payments, other outstanding charges, interest and damages in an aggregated amount of approximately $42.9 million. The Company is going to file and serve its defence and counterclaim on or before April 29, 2026. Legal counsel of the Company will continue to handle this matter. As of June 30, 2026, the Company has accrued approximately $42.9 million as a liability pertaining to this dispute, which represents management’s best estimate of the probable loss.
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ITEM 1A. RISK FACTORS.
As smaller reporting company we are not required to make disclosures under this Item.
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 $80.2 million of principal amount of outstanding debts. The total arrearage as of the date of this filing was approximately $127.6 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: August 13, 2026 | By: | /s/ Ng Wing Fai |
| Name: | Ng Wing Fai | |
| Title: | Chief Executive Officer and Director | |
| (Principal Executive Officer) | ||
| Date: August 13, 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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