Skip to main content

Triller Group Inc.

For the period ended Dec 31, 2025. Filed Apr 14, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Apr 14, 2026

ILLR$0.18-23.0%Stored close · as of Oct 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2026-01-26.

0001213900-26-007545

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-04-14.

0001213900-26-043341

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 126 previous paragraphs and 127 current paragraphs.

78 unchanged; 31 reworded; 18 added; 17 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 14 previous and 13 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 (18)

Current report

No income from social media and sports streaming business segments are generated during the year ended December 31, 2025. The Company generated $5.1 million revenues in these two segments during the year ended December 31, 2024.

Current report

For the years ended December 31, 2025 and 2024, aggregate personnel and benefit expenses for social media and sports streaming segments totaled $16.9 million and $2.2 million, respectively, representing an increase of $14.7 million or 676.71%. The increase was primarily attributable to the recognition of a full year of expenses for the year ended December 31, 2025 as compared to only a partial period in 2024 following the acquisition of Triller Corp. and its subsidiaries on October 15, 2024.

Current report

For the years ended December 31, 2025 and 2024, the legal and professional fee for social media and sports streaming segments totaled $8.9 million and $3.1 million, respectively, representing an increase of $5.8 million or 186.47%. The increase was primarily attributable to the recognition of a full year of expenses for the year ended December 31, 2025 as compared to only a partial period in 2024 following the acquisition of Triller Corp. and its subsidiaries on October 15, 2024.

Current report

Other income (expense), net consist of interest income, net foreign exchange gain, sundry income and offset by interest expense, bad debts written-off and change in fair value of convertible debts.

Current report

For the years ended December 31, 2025 and 2024, aggregate other expenses, net for these segments totaled $23.6 million and $1,004.8 million, respectively, representing a decrease of $981.2 million or 97.65%. The significant decrease was primarily attributed to the impairment on goodwill recognized during the year ended December 31, 2024, with no comparable impairment recorded in 2025.

Current report

For the years ended December 31, 2025 and 2024, the aggregate other expenses, net for financial services and corporate segments was $12.4 million and $20.0 million, respectively, a decrease of $7.6 million or 38.02%. The decrease was mainly attributed to the decrease in investment loss of $8.9 million, or 55.63%, from $16.0 million in 2024 to $7.1 million in 2025.

Current report

Net cash provided by investing activities for the year ended December 31, 2025 of $1.5 million was primarily consisted of proceeds from disposal of assets held for sale.

Current report

Net cash provided by financing activities for the year ended December 31, 2025 of $19.6 million was primarily consisted of proceeds from borrowings from related parties of $20.8 million and repayments of borrowings of $1.2 million.

Current report

For the year ended December 31, 2025, the Company reported net loss of approximately $174.5 million and net cash outflows from operating activities of approximately $25.9 million. As of December 31, 2025, the Company had a working capital deficit of approximately $346.0 million, stockholders’ deficit of approximately $328.1 million and cash and cash equivalents balance of approximately $2.3 million for working capital purposes.

Current report

On December 26, 2025, the Company received a determination letter from the Panel confirming the suspension trading on the Nasdaq Stock Market effective at the opening of the market on December 30, 2025 and delisting of the Company’s securities.

Current report

The Company is also exposed to legal and regulatory matters, as disclosed in Note 21 to the accompanying consolidated financial statements, which may result in additional defense and settlement costs. Unfavorable outcomes could further strain the Company’s liquidity.

Current report

As of the date of issuance of the accompanying 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.

Current report

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date of issuance of these consolidated financial statements.

Current report

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. Management continues to monitor the Company’s capital structure and operating plans and will evaluate available funding alternatives as needed. Details of the funding plan are as follows:

Current report

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 consolidated financial statements.

Current report

On March 24, 2026, pursuant to the Company’s appeal, the Nasdaq Stock Market Listing and Hearing Review Council (the “Listing Council”) modified a prior determination to delist the Company’s securities from the Nasdaq Stock Market and suspend trading effective December 30, 2025. The Listing Council determined that (i) if the Company fails to file its 2025 Form 10-K by March 31, 2026, or within the extension period permitted under SEC Rule 12b-25, its securities will be immediately delisted without further appeal, and (ii) if the filing is made within such timeframe, trading will resume on the next trading day, subject to timely notification to Nasdaq.

Current report

As of the date of issuance of the accompanying consolidated financial statements, the Company has filed its 2025 Form 10-K by April 15, 2026 to regain compliance with Nasdaq listing requirements, resume trading of its securities, and proceed with its funding plans.

Current report

We reported a net loss during the year ended December 31, 2025. 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. Management continues to monitor the Company’s capital structure and operating plans and will evaluate available funding alternatives as needed. Details of the funding plan are as follows:
Removed paragraphs (17)

Previous report

For the post-acquisition period from October 16, 2024 to December 31, 2024, these segments contributed revenues of approximately $1.0 million and $4.1 million, respectively, or aggregate 18.53% of the Group’s total revenue.

Previous report

For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate personnel and benefit expenses for social media and sports streaming segments totaled $2.2 million, representing 2.56% of the Group’s total personnel and benefit expenses.

Previous report

For the post-acquisition period from October 16, 2024 to December 31, 2024, the legal and professional fee for social media and sports streaming segments totaled $3.1 million, representing 13.97% of the Group’s total legal and professional fee.

Previous report

Other income (expense), net consist of interest income, change in fair value of convertible debts, change in fair value of warrant liabilities, sundry income and offset by interest expense, impairment on property and equipment, impairment on intangible assets, impairment on goodwill, impairment on right-of-use assets, and investment loss, net.

Previous report

For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate other expense, net for these segments totaled $1,004.8 million, representing 98.04% of the Group’s total other expense, net, primarily comprised of impairment on goodwill of $1,005.8 million, impairment on intangible assets of $0.8 million, and offset by positive change in fair value of convertible debts of $4.4 million.

Previous report

For the years ended December 31, 2024 and 2023, the aggregate other expense, net for financial services and corporate segments was $20.0 million and $5.9 million, respectively, an increase of $14.2 million or 242.10%. The increase was mainly attributed to the impairment on property and equipment, impairment on intangible assets, impairment on right-of-use assets, and investment loss of $0.1 million, $0.4 million, $1.7 million and $16.0 million, respectively and offset by the change in fair value of warrant liabilities of $3.5 million.

Previous report

Net cash provided by investing activities for the year ended December 31, 2023 of $10.8 million was primarily due to proceeds from sale of investments of $4.0 million, dividend received from long-term investments of $1.7 million, proceeds from sale of property and equipment of $6.1 million, offset by the purchase of notes receivable of $0.6 million, purchase of long-term investments of $0.3 million, and purchase of property and equipment of $0.1 million.

Previous report

Net cash used in financing activities for the year ended December 31, 2023 of US$1.04 million was primarily due to advances from stockholder of US$9.34 million, proceeds from borrowings of US$7.75 million, proceeds from private placement of US$1.85 million, offset by the settlement of forward share purchase agreement of US$13.95 million, and repayments of borrowings of US$6.03 million.

Previous report

For the year ended December 31, 2024, we reported a net loss of approximately $1,138.0 million. With a significant increase in our operating costs, described in the paragraph below, we had an accumulated deficit of approximately $1,203.6 million as of December 31, 2024.

Previous report

However, coupled with the economic recession and migration outflow in Hong Kong, we reported significant sales decline with annual revenue of approximately $27.5 million during 2024 (2023: $54.2 million), and resulting with an operating loss of approximately $113.2 million (2023: $43.1 million). These circumstances give rise to substantial doubt that we will continue as a going concern and these consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Previous report

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.

Previous report

We include the results of operations of businesses acquired as of the date of acquisition. Fair values of the assets acquired and liabilities assumed are determined based on the estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities acquired is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgments and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and comparison to peer companies. Estimates of fair value are based on assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Certain information that is indeterminable at the time of the acquisition becomes subject to a subsequent measurement period, which is generally limited to one year. During the measurement period, which may be up to one year from the acquisition date, adjustments to the value of the assets acquired and liabilities assumed may be recorded with a corresponding offset to goodwill. At the conclusion of the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations and comprehensive loss.

Previous report

Transaction costs associated with business combinations are expensed as incurred and are generally included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Previous report

Intangible assets with definite lives are stated at cost less accumulated amortization. Amortization is calculated on a straight-line basis over their estimated useful lives.

Previous report

Intangible assets with definite lives are reviewed for impairment whenever events or circumstances indicate their carrying value may not be recoverable. When such events or circumstances arise, an estimate of future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset’s carrying value to determine if impairment exists. If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of carrying value or net realizable value.

Previous report

Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. We review goodwill for impairment at least annually at the reporting unit level or when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount.

Previous report

We perform annual impairment test of goodwill in the fourth quarter of each fiscal year. First, we assess qualitative factors to determine whether a quantitative impairment test is necessary. If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, we perform a quantitative test to compare the fair value of the reporting unit with the carrying amount, including goodwill, of the reporting unit. If the qualitative assessment indicates that it is not more likely than not that goodwill is impaired, no further testing is necessary. The goodwill impairment loss, if any, represents the excess of the carrying amount of the reporting unit over the fair value of the reporting unit.
Reworded paragraphs (31)

Previous wording

We operate within the global digital content marketplace, which is estimated to reach $577.4 billion in 2023 according to Statistica’s August 2023 report on worldwide digital media, and we focus our efforts on the $250 billion creator economy, as forecasted in a recent Goldman Sachs report on the creator economy. Goldman Sachs Research estimated the creator economy could reach $480 billion by 2027 in its April 2023 report titled “The creator economy could approach half-a-trillion dollars by 2027.” Our revenue was $27.5 million and $54.2 million in the fiscal years ended December 31, 2024 and 2023. We have incurred net losses in each year since our inception, including $1,138.0 million and $49.2 million for the fiscal years ended December 31, 2024 and 2023, respectively.

Current wording

We operate within the global digital content marketplace, which is estimated to reach $577.4 billion in 2023 according to Statistica’s August 2023 report on worldwide digital media, and we focus our efforts on the $250 billion creator economy, as forecasted in a recent Goldman Sachs report on the creator economy. Goldman Sachs Research estimated the creator economy could reach $480 billion by 2027 in its April 2023 report titled “The creator economy could approach half-a-trillion dollars by 2027.” Our revenue was $21.6 million and $27.5 million in the fiscal years ended December 31, 2025 and 2024. We have incurred net losses in each year since our inception, including $174.5 million and $1,138.0 million for the fiscal years ended December 31, 2025 and 2024, respectively.

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 December 31, 2024, there were around 1,231 financial advisors at “Focus”, organized into 26 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 December 31, 2025, there were around 338 financial advisors at “Focus”, organized into 9 sales teams. Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.

Previous wording

For the year ended December 31, 2024, the Company made $22.4 million from commission in the financial services business. The revenue attributed to the Company during 2024 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.

Current wording

For the year ended December 31, 2025, the Company made $21.6 million from commission in the financial services business. The revenue attributed to the Company during 2025 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.

Previous wording

On October 15, 2024, we completed the merger transaction pursuant to the merger agreement, through which we acquired all of the equity interests of Triller Corp. Following the acquisition, Triller Corp.’s operations have been consolidated into the Group, consisting of two major business segments: social media and sports streaming.

Current wording

Since October 2024, we completed the merger transaction pursuant to the merger agreement, through which we acquired all of the equity interests of Triller Corp. Following the acquisition, Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments: social media and sports streaming.

Previous wording

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.

Current wording

The social media business segment mainly comprises revenue from the provision of advertising services and SaaS services. The technology platform integrated from Triller Corp. provides brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns. In addition, the SaaS platform provides customers with a detailed dashboard to measure creator-driven marketing campaigns, as well as a marketplace that allows e-commerce brands to automate the onboarding of creators with per-transaction incentives for e-commerce transactions.

Previous wording

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.

Current wording

The sports streaming business segment mainly comprises revenue from subscriptions for streaming services and pay-per-view (“PPV”) services for premium content and events. The technology platform provides streaming services that acquire content licenses from various sports and entertainment franchises to create a content-rich environment for both subscription-based and pay-per-view consumption across a variety of platforms, including mobile phones, tablets, PCs, streaming devices, set-top boxes, and connected TVs.

Previous wording

Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income from financial services decreased by $31.8 million or 58.69% from $54.2 million for the year ended December 31, 2023 to $22.4 million for the year ended December 31, 2024. The decrease in revenue is primarily attributed to the economic recession and outward migration in Hong Kong.

Current wording

Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income from financial services decreased by $0.8 million or 3.41% from $22.4 million for the year ended December 31, 2024 to $21.6 million for the year ended December 31, 2025. The decrease in revenue was primarily attributable to softer market conditions in Hong Kong and lower business volumes in the financial services segment.

Previous wording

For the post-acquisition period from October 16, 2024 to December 31, 2024, the aggregate operating expenses for social media and streaming platform was $4.0 million, or 2.85% of the Group’s operating expenses. The operating expenses for social media primarily consisted of expenses related to talent and influencers for brand activations. The operating expenses for streaming platform are related to license fees, event rights fees, revenue sharing costs, production costs, and influencer costs, among others.

Current wording

For the years ended December 31, 2025 and 2024, the aggregate operating expenses for social media and streaming platform were $0 and $4.0 million. The operating expenses for social media primarily consisted of expenses related to talent and influencers for brand activations. The operating expenses for the streaming platform relate primarily to license fees, event rights fees, revenue-sharing costs, production costs, and influencer costs. The operating expenses for social media and streaming platform decreased in line with the decline in revenues generated from social media and sports streaming.

Previous wording

The commission expense related to financial services decreased $26.8 million, or 71.76% from $37.3 million for the year ended December 31, 2023 to $10.5 million for the year ended December 31, 2024. As a result of the decrease in revenue associated with the financial services, commission expense decreased correspondingly.

Current wording

The commission expense related to financial services increased $2.8 million, or 27.00% from $10.5 million for the year ended December 31, 2024 to $13.4 million for the year ended December 31, 2025. As a result of the increase in commission rate associated with the financial services, commission expense increased correspondingly.

Previous wording

Sales and marketing expenses of social media and sports streaming segments primarily consist of marketing costs related to talent and influencers that are not directly tied to revenue-generating activity. These costs represent expenditure incurred to attract users to the Triller app. For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate sales and marketing expenses for these segments totaled $1.3 million, representing 86.02% of the Group’s total sales and marketing expenses.

Current wording

Sales and marketing expenses of social media and sports streaming segments primarily consist of marketing costs related to talent and influencers that are not directly tied to revenue-generating activity. These costs represent expenditure incurred to attract users to the Triller app. For the years ended December 31, 2025 and 2024, aggregate sales and marketing expenses for these segments totaled $0.6 million and $1.3 million, respectively. The decrease was consistent with the decline in revenue generated from the social media and sports streaming segments.

Previous wording

Sales and marketing expenses of financial services and corporate segment primarily consist of brand promotion and spending on marketing programs to launch the insurance and investments products distributed by our consultants. The aggregate sales and marketing expenses for these segments decreased $3.5 million, or 94.11% from $3.7 million for the year ended December 31, 2023 to $0.2 million for the year ended December 31, 2024. The decrease was mainly attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the successful listing.

Current wording

Sales and marketing expenses of financial services and corporate segment primarily consist of brand promotion and spending on marketing programs to launch the insurance and investments products distributed by our consultants. The aggregate sales and marketing expenses for these segments increased $0.5 million, or 210.50% from $0.2 million for the year ended December 31, 2024 to $0.7 million for the year ended December 31, 2025. The increase was mainly attributable to higher allowances and incentives paid to financial advisors.

Previous wording

Research and development expenses of social media and sports streaming segments primarily consist of personnel costs and related expenses, internet hosting costs, as well as third party tools and labor. For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate research and development expenses for these segments totaled $1.3 million, representing 41.75% of the Group’s total research and development expenses.

Current wording

Research and development expenses of social media and sports streaming segments primarily consist of personnel costs and related expenses, internet hosting costs, as well as third party tools and labor. For the years ended December 31, 2025 and 2024, aggregate research and development expenses for these segments totaled $3.0 million and $1.3 million, respectively, representing an increase of $1.6 million or 123.72%. The increase was primarily attributable to the recognition of a full year of expenses for the year ended December 31, 2025 as compared to only a partial period in 2024 following the acquisition of Triller Corp. and its subsidiaries on October 15, 2024.

Previous wording

Research and development expenses of financial services and corporate segment primarily include personnel-related costs attributable to our IT team, technology contractors, server facilities expenses, telecommunications expenses, software and hardware expenses to support and maintain the technology platform infrastructure for financial services. The aggregate research and development expenses for these segments decreased $2.7 million, or 59.34% from $4.5 million for the year ended December 31, 2023 to $1.8 million for the year ended December 31, 2024. The decrease was mainly attributed to decreased in headcounts

Current wording

Research and development expenses of financial services and corporate segment primarily include personnel-related costs attributable to our IT team, technology contractors, server facilities expenses, telecommunications expenses, software and hardware expenses to support and maintain the technology platform infrastructure for financial services. The aggregate research and development expenses for these segments decreased $0.7 million, or 37.56% from $1.8 million for the year ended December 31, 2024 to $1.1 million for the year ended December 31, 2025. The decrease was mainly attributable to lower headcount.

Previous wording

Personnel and benefit cost for these segments decreased by $9.0 million, or 37.46% from $23.9 million for the year ended December 31, 2023 to $15.0 million for the year ended December 31, 2024. The decrease was mainly attributed to the decreased headcount.

Current wording

Personnel and benefit cost for these segments decreased by $4.9 million, or 32.59% from $15.0 million for the year ended December 31, 2024 to $10.1 million for the year ended December 31, 2025. The decrease was mainly attributed to the decreased headcounts.

Previous wording

Stock-based compensation for executive directors and employees increased by $64.4 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was primarily due to the settlement of accrued salaries to certain executive directors and employees of the Company and the amortization of the fair value of restricted share units. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

Current wording

Stock-based compensation for executive directors and employees increased by $13.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The increase was primarily due to the settlement of accrued salaries to certain executive directors and employees of the Company and the amortization of the fair value of restricted share units. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

Previous wording

Legal and professional fees increased by $4.1 million, or 80.20%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was primarily attributed to the increase in the US legal counsel fees and the consulting fees incurred during the year.

Current wording

Legal and professional fees decreased by $0.7 million, or 8.08%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was primarily attributable to higher consulting fees incurred during the year.

Previous wording

Consulting fees under stock-based compensation increased by $1.6 million or 18.43% for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The increase was mainly attributed to the increase in corporate strategic consultancy and business marketing service rendered by certain third party consultants.

Current wording

Consulting fees under stock-based compensation decreased by $2.7 million or 27.36% for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The decrease was mainly attributed to the decrease in corporate strategic consultancy and business marketing services incurred during the year.

Previous wording

Legal and professional fee, related party increased by US$0.6 million from $0.9 million for the year ended December 31, 2024 to $0.3 million for the year ended December 31, 2023. The increase was primarily from the advisory services rendered by a related company which owned by the former Chairman of the Company whom resigned in December 2024.

Current wording

Legal and professional fee, related party decreased by $0.9 million from $0.9 million for the year ended December 31, 2024 to $0 for the year ended December 31, 2025. The decrease was primarily attributed to the termination of advisory services provided by a related company owned by the former Chairman of the Company, following his resignation in December 2024.

Previous wording

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 years ended December 31, 2024 and 2023, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $2.5 million and $1.1 million, respectively.

Current wording

In accordance with Accounting Standards Codification (“ASC”) Topic 326, Credit Losses — Measurement of Credit Losses on Financial Instruments, the Company applies the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments, and other receivables. This allowance is recorded against the related receivable balances. For the years ended December 31, 2025 and 2024, the aggregated reversal of (provision for) allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.4 million and $(2.5) million, respectively.

Previous wording

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. For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate other general and administrative expenses for these segments totaled $1.8 million, representing 28.03% of the Group’s total other general and administrative expenses.

Current wording

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. For the years ended December 31, 2025 and 2024, aggregate other general and administrative expenses for these segments totaled $1.9 million and $1.8 million, respectively, representing a slight increase of $0.2 million or 9.84%.

Previous wording

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, allowance for expected credit losses, professional services fees, allocated overhead expenses, and other corporate expenses that are not allocated to the above expense categories. The aggregate other general and administrative expenses for these segments increased $1.1 million, or 32.48% from $3.4 million for the year ended December 31, 2023 to $4.5 million for the year ended December 31, 2024.

Current wording

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, allowance for expected credit losses, professional services fees, allocated overhead expenses, and other corporate expenses that are not allocated to the above expense categories. The aggregate other general and administrative expenses for these segments decreased $1.7 million, or 37.97% from $4.5 million for the year ended December 31, 2024 to $2.8 million for the year ended December 31, 2025.

Previous wording

Net loss increased by $1,088.8 million, or 2,212.80% for the year ended December 31, 2024, as compared to December 31, 2023. The increase was primarily due to the increase in operating expenses of $43.4 million and increase in other expense, net of $1,019.0 million.

Current wording

Net loss decreased by $963.5 million, or 84.66% for the year ended December 31, 2025, as compared to December 31, 2024. The decrease was primarily due to the decrease in total other expenses, net.

Previous wording

We have a history of operating losses and negative operating cash flows. For the year ended December 31, 2024, we reported a net loss of $1,138.0 million and reported a negative operating cash flow of $29.0 million. As of December 31, 2024, our cash balance was $3.1 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.

Current wording

We have a history of operating losses and negative operating cash flows. For the year ended December 31, 2025, we reported a net loss of $174.5 million and reported a negative operating cash flow of $25.9 million. As of December 31, 2025, our cash balance was $2.3 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

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 consolidated financial statements provided with this Form 10-K. However, these forecasts involve risks and uncertainties, and actual results could vary materially. Our management has based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. See “Liquidity and Going Concern” below.

Current wording

Based upon our current operating plans, our management believes that cash and equivalents will be able to provide sufficient funds to its operations for at least the next 12 months from the date of its consolidated financial statements provided with this Form 10-K. However, these forecasts involve risks and uncertainties, and actual results could vary materially. Our management has based this estimate on assumptions that may prove to be wrong, and we could deplete our capital resources sooner than we expect. See “Liquidity and Going Concern” below.

Previous wording

As of December 31, 2023, we had cash and cash equivalents totaling $1.9 million, and $16.8 million in restricted cash.

Current wording

As of December 31, 2025, we had cash and cash equivalents totaling $2.4 million, and $10.3 million in restricted cash.

Previous wording

The working capital deficit as of December 31, 2024 amounted to approximately $271.6 million, as compared to approximately $22.2 million as of December 31, 2023, an increase of $249.4 million or 1,122.49%. The increase was mainly attributed to the increase in current liabilities related to the acquisition of Triller Corp. during the year.

Current wording

The working capital deficit as of December 31, 2025 amounted to approximately $346.0 million, as compared to approximately $271.6 million as of December 31, 2024, an increase of $74.3 million or 27.36%. The increase was mainly attributed to the increase in current liabilities related to the acquisition of Triller Corp.

Previous wording

Net cash used in operating activities was $29.0 million for the year ended December 31, 2024, as compared to net cash used in operating activities of $42.3 million for the year ended December 31, 2023.

Current wording

Net cash used in operating activities was $25.9 million for the year ended December 31, 2025, as compared to net cash used in operating activities of $29.0 million for the year ended December 31, 2024.

Previous wording

Net cash used in operating activities for the year ended December 31, 2023 was primarily the result of the net loss of $49.2 million, an increase in accounts receivable of $1.2 million, increase in deposits, prepayments, and others receivable of $2.5 million, decrease in escrow liabilities of $12.7 million, and decrease in lease liabilities of $1.1 million. These amounts were partially offset by the increase in accounts payable and accrued liabilities of $6.9 million, increase in income tax payable of $0.5 million, and non-cash adjustments consisting of share-based compensation expense of $11.2 million, non-cash lease expense of $1.5 million, depreciation of property and equipment of $0.3 million, interest income on notes receivable of $0.03 million, interest expense on borrowings of $0.8 million, net foreign exchange gain of $0.9 million, net investment loss of $6.9 million, allowance for credit losses on financial instruments of $1.1 million, gain on disposal of property and equipment of $0.7 million, loss on settlement of forward share purchase agreement of $0.4 million, and reversal of over-accruals in prior year of $3.6 million.

Current wording

Net cash used in operating activities for the year ended December 31, 2025 was primarily the result of a net loss of $174.5 million, an increase in accounts receivable of $0.6 million, deposits, prepayments and other receivables of $0.1 million, a decrease in escrow liabilities of $3.9 million and operating lease liabilities of $2.1 million. These amounts were partially offset by the increase in accounts payable and accrued liabilities of $28.7 million, income tax payable of $0.1 million and non-cash adjustments consisting of stock-based compensation of $89.6 million, interest expense on borrowings of $18.6 million, net foreign exchange gain of $2.4 million, bad debts written-off of $5.4 million, investment loss, net of $7.1 million, reversal of allowance for expected credit losses of $0.4 million, change in fair value of warrant liabilities of $1.0 million and change in fair value of convertible debts of $6.6 million.

Previous wording

Our 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 consolidated financial statements were made available to be issued.

Current wording

Our consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and settlement of liabilities in the normal course of business. The Management of the Company has determined that the Company’s currently available cash will not be sufficient to meet its obligations for the twelve months following the date these consolidated financial statements are issued.

Previous wording

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.

Current wording

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.

Previous wording

We reported a net loss during the year ended December 31, 2024. However, we expect to generate profitable operating results within the foreseeable future, after getting access to the collective sales capabilities force of the sale channels associated with our financial services business. As a result, management expects our net cash position to expand in 2025. As of December 31, 2024, we had an accumulated deficit of $1,203.6 million. Our material cash requirements are highly dependent upon additional financial support associated with our business operations for the next 12 to 18 months.

Current wording

As a result, management expects our net cash position to expand in 2026. As of December 31, 2025, we had an accumulated deficit of $1,378.2 million. Our material cash requirements are highly dependent upon additional financial support associated with our business operations for the next 12 to 18 months.