Triller Group Inc
For the period ended Sep 30, 2024. Filed Nov 14, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 14, 2024
ILLR$0.18-23.0%Stored close · as of Oct 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-14.
0001213900-24-068997
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001213900-24-098416
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 153 previous paragraphs and 164 current paragraphs.
90 unchanged; 54 reworded; 20 added; 9 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 36 previous and 37 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (20)
Current report
Overview
Current report
Triller Group Inc. is formed in the State of Delaware, on October 15, 2024, which was established to domicile its legal jurisdiction from British Virgin Islands to the State of Delaware.
Current report
Merger Transaction
Current report
In April 2024, we entered into a certain Agreement and Plan of Merger (the “Original Merger Agreement”) by and between our subsidiary, AGBA Social Inc., Triller Corp., a Delaware corporation (“Triller”), and Bobby Sarnevesht, as sole representative of the Triller stockholders. On August 30, 2024, all parties further entered into an Amended and Restated Agreement and Plan of Merger (as further amended, the “Merger Agreement”). The Merger Agreement has amended, restated and superseded the Original Merger Agreement accordingly (the “Merger Transaction”).
Current report
On September 19, 2024, our shareholders approved the Merger Transaction and other related proposals at the extraordinary general meeting of shareholders.
Current report
On October 15, 2024, we consummated the Merger Transaction and issued an aggregate of 107,674,877 shares of our common stock, 11,801,804 shares of our Series A-1 preferred stock, and 30,851 shares of our Series B preferred stock.
Current report
Domestication and Name Change
Current report
In connection with the Merger Transaction, we completed the domestication of our jurisdiction to domicile from British Virgin Islands to the State of Delaware, United States of America, and changed our company name from “AGBA Group Holding Limited” to “Triller Group Inc.”
Current report
Forward and Reverse Stock Splits
Current report
On October 1, 2024, we effected a 1.9365-to-1 forward stock split (the “Forward Split”), resulting increase in the total number of authorized ordinary shares from 1,500,000,000 to 2,904,753,145, increase in the outstanding ordinary shares from 97,736,035 shares to 189,265,804 shares and reduction of par value from $0.001 to $0.00516395 per share.
Current report
Further, on October 15, 2024, we effected a 1-for-4 reverse stock split (the “Reverse Split”), resulting in the proportional adjustments to the par value of the ordinary shares, the authorized number of ordinary shares, and the number of outstanding ordinary shares. Proportional adjustments were also made to all outstanding warrants and common warrants in accordance with their respective terms. All fractional shares were rounded up to the nearest whole share with respect to outstanding ordinary shares. All share numbers and per share amounts are retroactively presented in this Form 10-Q to reflect the impact of the Forward Split and the Reverse Split if they had taken effect on January 1, 2023.
Current report
Nasdaq Trading
Current report
To date, our common stock and public warrants are traded on the Nasdaq Capital Market under the symbol “ILLR” and “ILLRW,” respectively, which were previously traded under the symbol “AGBA” and “AGBAW.”
Current report
The Platform Business contributed 13.58% and 10.08% of the total revenue for the three months ended September 30, 2024 and 2023, respectively.
Current report
Foreign Exchange Gain (Loss), net
Current report
Nine months ended September 30, 2024 vs nine months ended September 30, 2023
Current report
The Platform Business contributed 15.57% and 9.80% of the total revenue for the nine months ended September 30, 2024 and 2023, respectively.
Current report
Foreign Exchange Gain, net
Current report
Comparison of the nine months ended September 30, 2024 and 2023
Current report
Net cash provided by financing activities for the nine months ended September 30, 2024 of US$18.3 million was primarily due to advances from the holding company of US$15.6 million, proceeds from convertible promissory note payable of US$23.4 million, offset by repayments of borrowings of US$0.8 million and issuance of promissory notes to Triller LLC of US$20.0 million.
Removed paragraphs (9)
Previous report
The Platform Business contributed 16.79% and 7.86% of the total revenue for the three months ended June 30, 2024 and 2023, respectively.
Previous report
Interest income decreased by US$0.1 million for the three months ended June 30, 2024.
Previous report
Foreign Exchange (Loss) Gain, net
Previous report
Six months ended June 30, 2024 vs six months ended June 30, 2023
Previous report
The Platform Business contributed 16.43% and 9.67% of the total revenue for the six months ended June 30, 2024 and 2023, respectively.
Previous report
Interest Income
Previous report
Foreign Exchange (Loss) Gain, net
Previous report
Comparison of the six months ended June 30, 2024 and 2023
Previous report
Net cash provided by financing activities for the six months ended June 30, 2024 of US$8.5 million was primarily due to advances from holding company.
Reworded paragraphs (54)
Previous wording
References in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company” refer to AGBA Group Holding Limited. 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.
Current wording
References in this report (the “Quarterly Report”) to “we,” “us”, “the Group” or the “Company” refer to Triller Group Inc. (formerly AGBA Group Holding Limited (“AGBA”)). References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Previous wording
Our largest distribution channel is the FA Business, operating under the brand name Focus. With its large salesforce of financial advisors, “Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers, primarily in connection with life insurance products. Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades, building up a large and highly productive salesforce. As of June 30, 2024, there were around 670 financial advisors at “Focus”, organized into 15 sales teams. Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.
Current wording
Our largest distribution channel is the FA Business, operating under the brand name Focus. With its large salesforce of financial advisors, “Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers, primarily in connection with life insurance products. Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades, building up a large and highly productive salesforce. As of September 30, 2024, there were around 562 financial advisors at “Focus”, organized into 10 sales teams. Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.
Previous wording
For the six months ended June 30, 2024, the Company made $10.5 million from commission in the Distribution Business. The revenue attributed to the Company during the first half year of 2024 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.
Current wording
For the nine months ended September 30, 2024, the Company made $15.21 million from commission in the Distribution Business. The revenue attributed to the Company during the first half year of 2024 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.
Previous wording
The OnePlatform brand currently covers 95 insurance providers selling 1,204 products, and 54 asset management fund houses with over 1,151 products.
Current wording
The OnePlatform brand currently covers 80 insurance providers selling 1,183 products, and 53 asset management fund houses with over 1,141 products.
Previous wording
The Distribution Business contributed 83.21% and 92.14% of the total revenue for the three months ended June 30, 2024 and 2023, respectively. Income from the Distribution Business mainly related to commissions earned, which decreased by US$11.91 million, or 74.42%, from US$16.0 million in 2023 to US$4.1 million in 2024. The decrease in revenue primarily attributed from the economic recession and outward migration in Hong Kong. The largest segment of the Distribution Business is our FA Business, operated under the “Focus” brand name.
Current wording
The Distribution Business contributed 86.42% and 89.92% of the total revenue for the three months ended September 30, 2024 and 2023, respectively. Income from the Distribution Business mainly related to commissions earned, which decreased by US$7.2 million, or 60.42%, from US$11.9 million in 2023 to US$4.7 million in 2024. The decrease in revenue primarily attributed from the economic recession and outward migration in Hong Kong. The largest segment of the Distribution Business is our FA Business, operated under the “Focus” brand name.
Previous wording
Interest expense increased by US$0.12 million for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The increase was mainly attributed to the interest expense and amortization of the debt discount on convertible notes payable.
Current wording
Interest expense increased by US$0.8 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase was mainly attributed to the interest expense and amortization of the debt discount on convertible notes payable.
Previous wording
The Distribution Business contributed 90.05% and 97.03% of the total commission expense for the three months ended June 30, 2024 and 2023, respectively. Commission expense for the Distribution Business decreased by US$10.4 million, or 89.81%, from US$11.6 million in 2023 to US$1.2 million in 2024. As a result of the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.
Current wording
The Distribution Business contributed 95.29% and 96.38% of the total commission expense for the three months ended September 30, 2024 and 2023, respectively. Commission expense for the Distribution Business decreased by US$6.8 million, or 78.55%, from US$8.6 million in 2023 to US$1.8 million in 2024. As a result of the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.
Previous wording
Sales and marketing expense decreased by US$0.5 million or 94.17% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease in sales and marketing expense is mainly attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the successful listing.
Current wording
Sales and marketing expense decreased by US$0.7 million or 87.67% for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease in sales and marketing expense is mainly attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the successful listing.
Previous wording
Research and development expense decreased by US$0.6 million or 53.26% for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The slight decrease was primarily due to decreased in headcounts.
Current wording
Research and development expense decreased by US$0.3 million or 45.88% for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The slight decrease was primarily due to decreased in headcounts.
Previous wording
Personnel and benefit cost increased by US$1.0 million for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The increase was primarily attributable to the new appointment of our Chairman in 2024, the reversal of annual bonus during the three months ended June 30, 2023, and offset by the reduction of headcounts in 2024.
Current wording
Personnel and benefit cost decreased by US$1.0 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease was primarily attributable to the reduction of headcounts during the period.
Previous wording
Share-based compensation for employees decreased by US$0.8 million for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease was primarily due to the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024. 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.
Current wording
Share-based compensation for employees increased by US$2.0 million for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The increase was primarily due to the issuance of common stocks to our independent directors under the 2024 Equity Incentive Plan and issuance of common stocks to our officers and employees to compensate for their contributions of services and performance, offset by the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024. 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.
Previous wording
Legal and professional fees decreased by US$1.0 million, or 43.77%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease was primarily attributed to the decrease in the US legal counsel fees and the consulting fees incurred during the period.
Current wording
Legal and professional fees in aggregate decreased by US$0.7 million, or 19.46%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease was primarily attributed to the decrease in the consulting fees incurred during the period, which settled by the issuance of our common stocks.
Previous wording
Consulting fees under share-based compensation for the three months ended June 30, 2024 was mainly related to the corporate strategic consultancy and business marketing service rendered by certain third party consultants, equal to 1,505,615 ordinary shares at the market price ranging from US$0.339 to US$0.403 per share.
Current wording
Consulting fees under share-based compensation for the three months ended September 30, 2024 was mainly related to the corporate strategic consultancy, intelligence technology consultancy, and business marketing service rendered by certain third party consultants, equal to 5,349,582 shares of common stock at the market price ranging from US$0.339 to US$2.5111 per share.
Previous wording
Total other general and administrative expenses increased by US$0.9 million, or 59.22%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The net increase was mainly due to the increase in depreciation on right-of-use assets of US$0.8 million and interest expense on lease liabilities of US$0.3 million, offset by the decrease in depreciation on property and equipment of US$0.2 million. The depreciation on right-of-use assets and the interest expense on lease liabilities were mainly attributed to the commercial operating lease entered with an independent third party for the use of an office premises in Hong Kong. The lease has original terms exceeding one year, but not more than three years with an option to renew for a further term of three years.
Current wording
Total other general and administrative expenses increased US$0.3 million, or 43.05%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The net increase was mainly due to the increase in building management fee and utilities of US$0.08 million and other operating expenses of US$0.4 million, offset by the decrease in depreciation on right-of-use assets of US$0.09 million, and overseas travelling expense of US$0.08 million. The depreciation on right-of-use assets and the interest expense on lease liabilities were mainly attributed to the commercial operating lease entered with an independent third party for the use of an office premises in Hong Kong. The lease has original terms exceeding one year, but not more than three years with an option to renew for a further term of three years.
Previous wording
Loss from operations decreased by US$2.7 million, or 25.55%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The decrease was mainly attributable to the decrease in operating expenses of US$15.1 million, offset by the decrease in revenues of $12.5 million.
Current wording
Loss from operations decreased by US$1.2 million, or 10.23%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023. The decrease was mainly attributable to the decrease in operating expenses of US$8.9 million, offset by the decrease in revenues of $7.8 million.
Previous wording
Interest income decreased by US$0.3 million for the six months ended June 30, 2024.
Current wording
Interest income increased by US$0.3 million for the three months ended September 30, 2024.
Previous wording
Foreign exchange (loss) gain, net mainly represented the unrealized net foreign exchange (loss) gain from the translation of long-term investments which are mostly denominated in Sterling. The net foreign exchange loss increased by US$0.4 million or 114.61% for the three months ended June 30, 2024, as compared to the net foreign exchange gain for the three months ended June 30, 2023, due to the continuous strong Sterling exchange rate.
Current wording
Foreign exchange gain (loss), net mainly represented the unrealized net foreign exchange gain (loss) from the translation of long-term investments which are mostly denominated in Sterling. The net foreign exchange gain increased by US$2.0 million or 227.89% for the three months ended September 30, 2024, as compared to the net foreign exchange loss for the three months ended September 30, 2023, due to the continuous strong Sterling exchange rate.
Previous wording
Investment loss decreased by US$0.4 million, or 100.00%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023, mainly because of the decrease in unrealized loss in non-marketable equity securities of US$1.0 million, and decrease in dividend income of US$0.6 million.
Current wording
Investment loss decreased by US$0.8 million, or 100.00%, for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, mainly because of the decrease in unrealized loss in non-marketable equity securities of US$1.0 million, and decrease in dividend income of US$0.2 million.
Previous wording
We classified the Private Warrants, Warrant – Class A, and Common Warrants as liabilities at their fair value and adjust them to fair value at each reporting period. These warrant liabilities are subject to re-measurement of each balance sheet date until exercised. For the three months ended June 30, 2024 and 2023, we recognized the change in fair value in aggregate of $3.6 million and nil in our condensed consolidated statements of operations and comprehensive loss.
Current wording
We classified the SPAC Private Warrants, Warrant – Class A, and Common Warrants as liabilities at their fair value and adjust them to fair value at each reporting period. These warrant liabilities are subject to re-measurement of each balance sheet date until exercised. For the three months ended September 30, 2024 and 2023, we recognized the change in fair value in aggregate of $0.6 million and nil in our condensed consolidated statements of operations and comprehensive loss.
Previous wording
Net loss increased by US$0.7 million, or 6.89% for the three months ended June 30, 2024, as compared to three months ended June 30, 2023, primarily due to the increase in other expense, net of US3.4 million, offset by the decrease in total revenues of US$12.5 million and decrease in operating expenses of US$15.1 million.
Current wording
Net loss decreased by US$3.5 million, or 27.10% for the three months ended September 30, 2024, as compared to three months ended September 30, 2023, primarily due to the decrease in operating expense of US$8.9 million, offset by the decrease in total revenues of US$7.8 million and increase in other income of US$2.3 million.
Previous wording
The following table summarizes the major operating revenues for the six months ended June 30, 2024 and 2023:
Current wording
The following table summarizes the major operating revenues for the nine months ended September 30, 2024 and 2023:
Previous wording
The Distribution Business contributed 83.57% and 90.33% of the total revenue for the six months ended June 30, 2024 and 2023, respectively. Income from the Distribution Business mainly related to commissions earned, which significantly decreased by US$15.2 million, or 59.09%, from US$25.7 million in 2023 to US$10.5 million in 2024. The largest segment of the Distribution Business is our FA Business, operated under the “Focus” brand name. The decrease in revenue primarily attributed from the economic recession and outward migration in Hong Kong.
Current wording
The Distribution Business contributed 84.43% and 90.20% of the total revenue for the nine months ended September 30, 2024 and 2023, respectively. Income from the Distribution Business mainly related to commissions earned, which significantly decreased by US$22.4 million, or 59.51%, from US$37.6 million in 2023 to US$15.2 million in 2024. The largest segment of the Distribution Business is our FA Business, operated under the “Focus” brand name. The decrease in revenue primarily attributed from the economic recession and outward migration in Hong Kong.
Previous wording
The Distribution Business contributed 91.64% and 96.17% of the total commission expense for the six months ended June 30, 2024 and 2023, respectively. Commission expense for the Distribution Business decreased by US$13.3 million, or 71.52%, from US$18.5 million in 2023 to US$5.3 million in 2024. As a result of the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.
Current wording
The Distribution Business contributed 92.56% and 96.23% of the total commission expense for the nine months ended September 30, 2024 and 2023, respectively. Commission expense for the Distribution Business decreased by US$20.0 million, or 73.74%, from US$27.1 million in 2023 to US$7.1 million in 2024. As a result of the decrease in revenue associated with the Distribution Business, commission expense decreased correspondingly.
Previous wording
Sales and Marketing expense decreased by US$1.9 million or 78.37%, from US$2.4 million in 2023 to US$0.5 million in 2024. The decrease in sales and marketing expense is mainly attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the successful listing.
Current wording
Sales and Marketing expense decreased by US$2.5 million or 80.61%, from US$3.1 million in 2023 to US$0.6 million in 2024. The decrease in sales and marketing expense is mainly attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the successful listing.
Previous wording
Research and development expense decreased by US$1.0 million or 50.83%, from US$1.9 million in 2023 to US$0.9 million in 2024. The decrease was primarily due to decreased in headcounts.
Current wording
Research and development expense decreased by US$1.3 million or 49.44%, from US$2.7 million in 2023 to US$1.4 million in 2024. The decrease was primarily due to decreased in headcounts.
Previous wording
Personnel and benefit cost decreased by US$2.8 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The decrease was primarily due to the decreased in headcounts in both Platform Business and Distribution Business.
Current wording
Personnel and benefit cost decreased by US$4.3 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The decrease was primarily due to the decrease in headcounts in both Platform Business and Distribution Business.
Previous wording
Share-based compensation for employees decreased by US$0.6 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The slight decrease was primarily due to the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024. 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.
Current wording
Share-based compensation for employees increased by US$1.4 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The increase was primarily due to the issuance of common stocks to our independent directors under the 2024 Equity Incentive Plan and issuance of common stocks to our officers and employees to compensate for their contributions of services and performance, offset by the decrease in the amortization of the fair value of the restricted share units due to the vested and forfeited shares in 2024. 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.
Previous wording
Legal and professional fees decreased by US$1.4 million, or 45.17%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The decrease was primarily attributed to the decrease in the US legal counsel fees and the consulting fees incurred during the period.
Current wording
Legal and professional fees in aggregate decreased by US$7.0 million, or 56.35%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The decrease was primarily attributed to the decrease in the consulting fees incurred during the period, which settled by the issuance of our common stocks.
Previous wording
Legal and professional fees, related party of $0.5 million for the six months ended June 30, 2024 represented the advisory service fee paid to a related company which owned by the Chairman of the Company.
Current wording
Legal and professional fees, related party of $0.8 million for the nine months ended September 30, 2024 represented the advisory service fee paid to a related company which owned by the Chairman of the Company.
Previous wording
Consulting fees under share-based compensation for the six months ended June 30, 2024 was mainly related to the corporate strategic consultancy and business marketing service rendered by certain third party consultants, equal to 1,505,615 ordinary shares at the market price ranging from US$0.339 to US$0.403 per share.
Current wording
Consulting fees under share-based compensation for the nine months ended September 30, 2024 was mainly related to the corporate strategic consultancy, intelligence technology consultancy, and business marketing service rendered by certain third party consultants, equal to 6,078,488 shares of common stock at the market price ranging from US$0.339 to US$2.5111 per share.
Previous wording
Total other general and administrative expenses increased by US$0.4 million, or 40.06%, for the three months ended June 30, 2024, as compared to the three months ended June 30, 2023. The net increase was mainly due to the increase in depreciation on right-of-use assets of US$0.3 million, financial data subscription expense of US$0.1 million, interest expense on lease liabilities of US$0.1 million, and other operating expenses of US$0.1 million, offset by the building management fee and utilities of US$0.2 million. The depreciation on right-of-use assets and the interest expense on lease liabilities were mainly attributed to the commercial operating lease entered with an independent third party for the use of an office premises in Hong Kong. The lease has original terms exceeding one year, but not more than three years with an option to renew for a further term of three years.
Current wording
Total other general and administrative expenses increased by US$1.2 million, or 53.48%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The net increase was mainly due to the increase in depreciation on right-of-use assets of US$0.8 million, interest expense on lease liabilities of US$0.3 million, building management fee and utilities of US$0.1 million, and other operating expenses of $0.3 million, offset by the decrease in depreciation on property and equipment of US$0.2 million. The depreciation on right-of-use assets and the interest expense on lease liabilities were mainly attributed to the commercial operating lease entered with an independent third party for the use of an office premises in Hong Kong. The lease has original terms exceeding one year, but not more than three years with an option to renew for a further term of three years.
Previous wording
Loss from operations decreased by US$9.4 million, or 37.54%, for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023. The decrease was mainly attributable to the significant decrease in operating expenses of US$25.2 million, offset by the decrease in revenues of $15.9 million.
Current wording
Loss from operations decreased by US$10.5 million, or 29.01%, for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023. The decrease was mainly attributable to the significant decrease in operating expenses of $34.2 million, offset by decrease in revenues of $23.6 million.
Previous wording
Foreign exchange (loss) gain, net mainly represented the unrealized net foreign exchange (loss) gain from the translation of long-term investments which are mostly denominated in Sterling. The net foreign exchange loss increased by US$1.2 million or 130.68% for the six months ended June 30, 2024, as compared to the net foreign exchange gain for the six months ended June 30, 2023, due to continuous strong Sterling exchange rate.
Current wording
Foreign exchange gain, net mainly represented the unrealized net foreign exchange gain from the translation of long-term investments which are mostly denominated in Sterling. The net foreign exchange gain increased by US$0.8 million or 1,914.63% for the nine months ended September 30, 2024, as compared to the net foreign exchange gain for the nine months ended September 30, 2023, due to continuous strong Sterling exchange rate.
Previous wording
Investment loss decreased by US$1.3 million, or 102.89%, for the six months ended June 30, 2024, as compared to the investment income for the six months ended June 30, 2023, mainly because of the decrease in realized gain in marketable equity securities of US$1.5 million, decrease in dividend income of US$1.2 million, and offset by the decrease in unrealized loss in non-marketable equity securities of US$1.4 million. The decrease in realized gain in marketable equity securities and dividend income was mainly due to the disposal of long-term investments.
Current wording
Investment loss decreased by US$0.5 million, or 107.57%, for the nine months ended September 30, 2024, as compared to the investment income for the nine months ended September 30, 2023, mainly because of the decrease in realized gain in marketable equity securities of US$1.5 million, decrease in dividend income of US$1.4 million, and offset by the decrease in unrealized loss in non-marketable equity securities of US$2.4 million. The decrease in realized gain in marketable equity securities and dividend income was mainly due to the disposal of long-term investments.
Previous wording
We classified the Private Warrants, Warrant – Class A, and Common Warrants as liabilities at their fair value and adjust them to fair value at each reporting period. These warrant liabilities are subject to re-measurement of each balance sheet date until exercised. For the six months ended June 30, 2024 and 2023, we recognized the change in fair value in aggregate of $3.6 million and nil in our condensed consolidated statements of operations and comprehensive loss.
Current wording
We classified the SPAC Private Warrants, Warrants – Class A, and Common Warrants as liabilities at their fair value and adjust them to fair value at each reporting period. These warrant liabilities are subject to re-measurement of each balance sheet date until exercised. For the nine months ended September 30, 2024 and 2023, we recognized the change in fair value in aggregate of $(4.3) million and $0.003 million, respectively in our condensed consolidated statements of operations and comprehensive loss.
Previous wording
Rental income was earned from the leasing of our owned office premises. For the six months ended June 30, 2024, the rental income decreased by US$0.1 million, or 89.86%, as compared to the six months ended June 30, 2023 was resulted from the sale of one of the office premises in 2023.
Current wording
Rental income was earned from the leasing of our owned office premises. For the nine months ended September 30, 2024, the rental income decreased by US$0.2 million, or 93.55%, as compared to the nine months ended September 30, 2023 was resulted from the sale of one of the office premises in 2023.
Previous wording
Income tax expense increased by US$0.06 million for the six months ended June 30, 2024, as compared to the six months ended June 30, 2023, primarily attributable to the provision of income tax during the period.
Current wording
Income tax expense increased by US$0.04 million for the nine months ended September 30, 2024, as compared to the nine months ended September 30, 2023, primarily attributable to the provision of income tax during the period.
Previous wording
Net loss decreased by US$3.2 million, or 14.25% for the six months ended June 30, 2024, as compared to six months ended June 30, 2024, primarily due to the increase in other expense, net of US$6.1 million, offset by the decrease in total revenues of US$15.9 million and decrease in operating expenses of US$25.2 million.
Current wording
Net loss decreased by US$6.7 million, or 18.92% for the nine months ended September 30, 2024, as compared to nine months ended September 30, 2024, primarily due to the decrease in operating expenses of US$34.2 million, offset by the decrease in revenue of $23.6 million and other expense, net of US$3.8 million.
Previous wording
We have a history of operating losses and negative cash flow. For the six months ended June 30, 2024, we reported a net loss of US$19.4 million and reported a negative operating cash flow of US$14.2 million. As of June 30, 2024, our cash balance was US$1.8 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.
Current wording
We have a history of operating losses and negative cash flow. For the nine months ended September 30, 2024, we reported a net loss of US$28.8 million and reported a negative operating cash flow of US$20.7 million. As of September 30, 2024, our cash balance was US$5.1 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.
Previous wording
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, AGBA continually monitors its capital structure and search for potential funding alternatives in order to finance our business development activities and operating expenses. AGBA is continuing its plan to further grow and expand operations and seek sources of capital to pay the contractual obligations as they come due. To access capital to fund operations or provide growth capital, we will need to raise capital in one or more debt and/or equity offerings. 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.
Current wording
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, ILLR continually monitors its capital structure and search for potential funding alternatives in order to finance our business development activities and operating expenses. ILLR is continuing its plan to further grow and expand operations and seek sources of capital to pay the contractual obligations as they come due. To access capital to fund operations or provide growth capital, we will need to raise capital in one or more debt and/or equity offerings. 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.
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