Triller Group Inc.

Previous wording

The Company believes that the market is materially undervaluing BKFC at present, given the asset’s strategic attributes: exclusive regulatory status as the leading legal bare-knuckle promotion, established distribution in over 60 countries, and the commercial appeal of global sports icon Conor McGregor as both owner and brand ambassador. The Company believes the management of BKFC will have the capacity to attract new growth capital, fully integrate BKFC into its advertising and gaming platforms, and participate directly in the expansion of McGregor’s global brand.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

The OnePlatform brand currently covers 80 insurance providers selling 1,237 products, and 48 asset management fund houses with over 930 products.

Current wording

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

Previous wording

As of December 31, 2025, we worked with 338 independent financial advisors.

Current wording

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

Previous wording

The following tables set forth our results of operations for the periods presented in U.S. dollars (in thousands):

Current wording

The following tables set forth our results of operations by segments presented in U.S. dollars (in thousands):

Previous wording

Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income from financial services slightly increased by $0.2 million or 5.21% from $4.8 million for the three months ended March 31, 2025 to $5.0 million for the three months ended March 31, 2026.

Current wording

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.

Previous wording

The commission expense related to financial services increased by $0.9 million, or 37.64% from $2.5 million for the three months ended March 31, 2025 to $3.5 million for the three months ended March 31, 2026. As a result of the increase in revenue associated with the financial services, commission expense increased correspondingly.

Current wording

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.

Previous wording

Sales and marketing expense slightly increased by $0.2 million from $0.0 for the three months ended March 31, 2025 to $0.2 million for the three months ended March 31, 2026.

Current wording

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.

Previous wording

Research and development expense decreased by $1.2 million, or 68.57% from $1.7 million for the three months ended March 31, 2025 to $0.5 million for the three months ended March 31, 2026. The decrease was mainly attributed to the decrease in headcounts.

Current wording

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.

Previous wording

Personnel and benefit cost decreased by $2.5 million, or 31.45% from $7.8 million for the three months ended March 31, 2025 to $5.3 million for the three months ended March 31, 2026. The decrease was primarily attributed to the decrease in headcounts.

Current wording

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.

Previous wording

Stock-based compensation for executive directors and employees decreased by $16.1 million or 59.12% from $27.2 million for the three months ended March 31, 2025 to $11.1 million for the three months ended March 31, 2026. The decrease was primarily due to the decrease in the amortization of the fair value of restricted share units due to the vested shares in 2026. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.

Current wording

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.

Previous wording

Legal and professional fees increased by $3.5 million, or 82.68%, from $4.3 million for three months ended March 31, 2025, to $7.8 million for three months ended March 31, 2026. The increase was primarily due to the additional legal and professional fees incurred by Triller Corp. and its subsidiaries.

Current wording

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.

Previous wording

Consulting fees under stock-based compensation decreased by $1.6 million or 100.00% for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The decrease was mainly due to there was no corporate strategic consultancy and business marketing service incurred during the three months ended March 31, 2026.

Current wording

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.

Previous wording

In accordance with Accounting Standards Codification (“ASC”) Topic 326*“Credit Losses – Measurement of Credit Losses on Financial Instruments”* (ASC Topic 326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments and others receivable which is recorded as a liability to offset the receivables. For the three months ended March 31, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.002 million and $0.05 million, respectively.

Current 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 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.

Previous wording

The aggregate other general and administrative expenses slightly increased by $0.9 million, or 32.16% from $2.7 million for the three months ended March 31, 2025 to $3.6 million for the three months ended March 31, 2026.

Current wording

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.

Previous wording

For the three months ended March 31, 2026, the aggregate other expenses, net decreased by $4.4 million or 49.69%. The decrease was mainly attributable to the decrease in bad debts written off from $5.4 million for the three months ended March 31, 2025 to bad debts recovered of $0.3 million for the three months ended March 31, 2026.

Current wording

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.

Previous wording

Net loss decreased by $20.8 million, or 39.28% for the three months ended March 31, 2026, as compared to March 31, 2025. The decrease was primarily due to the decrease in operating expenses of $16.2 million and other expenses, net of $4.4 million.

Current wording

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.

Previous wording

We have a history of operating losses and negative operating cash flows. For the three months ended March 31, 2026, we reported a net loss of $32.2 million and reported a negative operating cash flow of $3.7 million. As of March 31, 2026, our cash balance was $2.2 million for working capital use. Our management estimates that currently available cash will not be able to provide sufficient funds to meet the planned obligations for the next 12 months.

Current wording

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.

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, we continually monitor our capital structure and operating plans and evaluates various potential funding alternatives that may be needed in order to finance our business development activities, general and administrative expenses, and growth strategy. These alternatives include external borrowings, raising funds through public equity, or tapping debt markets. Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives and have access to the capital markets going forward. The consolidated financial statements attached to this Form 10-K do not include any adjustments that might result from the outcome of these uncertainties.

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, 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.

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

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.

Previous wording

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

Current wording

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

Previous wording

The working capital deficit as of March 31, 2026 and December 31, 2025 was amounted to approximately $366.4 million and $346.0 million, respectively, an increase of $20.4 million or 5.89%.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2026 was primarily the result of the net loss of $32.2 million, decrease in escrow liabilities of $0.4 million, decrease in operating lease liabilities of $0.3 million, and decrease in income tax payable of $0.06 million. These amounts were partially offset by the decrease in accounts receivable of $0.3 million, decrease in deposits, prepayments and other receivables of $0.1 million, increase in accounts payable and other current liabilities of $12.1 million, increase in accounts payable and other current liabilities, related parties of $1.3 million, and non-cash adjustments consisting of stock-based compensation expense of $11.1 million, interest expense on borrowings of $4.5 million, net foreign exchange loss of $0.2 million, and bad debts recovered of $0.3 million.

Current wording

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.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2025 was primarily the result of the net loss of $53.1 million, decrease in escrow liabilities of $1.4 million, decrease in operating lease liabilities of $0.5 million, increase in accounts receivable of $1.5 million, increase in loans receivable of $1.3 million, and increase in deposits, prepayments, and other receivables of $0.2 million. These amounts were partially offset by the increase in accounts payable and other current liabilities of $3.0 million, increase in other current liabilities, related parties of $0.6 million, and non-cash adjustments consisting of stock-based compensation expense of $28.8 million, interest income on loans receivable of $0.2 million, interest expense on borrowings of $4.8 million, net foreign exchange gain of $1.1 million, and bad debts written-off of $5.4 million.

Current wording

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.

Previous wording

Net cash provided by investing activities for the three months ended March 31, 2026 and 2025 of $0.3 million and $1.5 million, respectively was primarily due to proceeds from the disposal of assets held for sale.

Current wording

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.

Previous wording

Net cash provided by financing activities for the three months ended March 31, 2026 of $2.1 million was primarily due to proceeds from borrowings advanced by a related party of $2.3 million and offset by repayments of borrowings of $0.1 million.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

For the three months ended March 31, 2026, we reported a net loss of approximately $32.2 million. With a significant decrease in our operating expenses, described in the paragraph below, we had an accumulated deficit of approximately $1,410.4 million as of March 31, 2026.

Current wording

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.

Previous wording

Coupled with the management control on expenditures, we reported a lower operating loss of $27.7 million for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. These circumstances give rise to substantial doubt that we will continue as a going concern and these unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Current wording

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.