UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 Triller Group Inc. (Exact name of registrant as specified in its charter) Delaware 33-1473901 (State or other jurisdiction of incorpora ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38909 Triller Group Inc. (Exact name of registrant as specified in its charter) Delaware 33-1473901 (State or other jurisdiction of incorporation ...

Financial Performance - Total revenues decreased by 58.81% from $13,207,000 in Q3 2023 to $5,440,000 in Q3 2024[316]. - Total revenues for the nine months ended September 30, 2024, were US$18.0 million, a decrease of US$23.6 million, or 56.74%, compared to the same period in 2023[341]. - The Distribution Business contributed 84.43% of total revenue for the nine months ended September 30, 2024, with a significant revenue decrease of US$22.4 million, or 59.51%[342]. - Distribution Business revenue fell by 60.42%, from $11,876,000 in 2023 to $4,701,000 in 2024, contributing 86.42% of total revenue[318]. - Life insurance revenue dropped by 64.82%, from $11,147,000 in 2023 to $3,921,000 in 2024[319]. - For the nine months ended September 30, 2024, the company reported a net loss of approximately US$28.8 million, with total revenue declining to approximately US$18.1 million from US$41.7 million in the same period of 2023[384][385]. Operating Expenses - Total operating expenses decreased by 36.36% from $24,550,000 in Q3 2023 to $15,623,000 in Q3 2024[316]. - Total operating expenses decreased by US$34.2 million, or 43.82%, for the nine months ended September 30, 2024, compared to the same period in 2023[340]. - Commission expense decreased by 78.31%, from $8,916,000 in 2023 to $1,934,000 in 2024[323]. - Personnel and benefit expenses decreased by 45.44%, from $6,446,000 in 2023 to $3,517,000 in 2024[328]. - 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[347]. - Legal and professional fees decreased by US$7.0 million, or 56.35%, for the nine months ended September 30, 2024, primarily due to a reduction in consulting fees[352]. - Total other general and administrative expenses increased by US$1.2 million, or 53.48%, for the nine months ended September 30, 2024, mainly due to increased depreciation on right-of-use assets and interest expense on lease liabilities[355]. Cash Flow and Capital - As of September 30, 2024, the cash balance was US$5.1 million, with a working capital deficit of US$40.5 million, an increase of US$18.3 million or 82.21% from December 31, 2023[375]. - Net cash used in operating activities was US$20.7 million for the nine months ended September 30, 2024, compared to US$33.4 million for the same period in 2023[376]. - Net cash used in operating activities for the nine months ended September 30, 2024, was primarily due to the net loss and various decreases in liabilities, totaling US$28.8 million[377]. - Net cash provided by investing activities for the nine months ended September 30, 2024, was US$2.6 million, primarily from proceeds of US$2.2 million from the sale of long-term investments[379]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was US$18.3 million, mainly due to advances from the holding company of US$15.6 million and proceeds from convertible promissory notes of US$23.4 million[381]. - The company intends to raise additional capital through various debt and equity offerings, but there is no assurance that these funds will be available on acceptable terms[387]. Strategic Initiatives - The Company plans to transform JFA into the best medical care institution in Asia by 2025, focusing on technology and data analytics to improve patient care[314]. - The Company aims to expand its distribution footprint in Mainland China and expects sales volumes to return to pre-pandemic levels with the reopening of the border[299]. - The Company is committed to leveraging its strategic assets in life insurance, wealth management, and healthcare to capitalize on emerging opportunities[297]. - The company is committed to purchasing 100% equity interest in Sony Life Financial Advisers Pte. Ltd. for a cash consideration of approximately US$1.88 million, with multiple extensions on the closing date[388]. Compliance and Regulatory - The company has received an exception period from Nasdaq to comply with listing requirements, with deadlines set for December 2025 and February 2026[288]. - Nasdaq granted the company an additional 180 days to regain compliance, which was achieved on May 3, 2024, confirming compliance with Rule 5550(a)(2)[389]. - The company has no off-balance sheet arrangements or guarantees beyond normal business operations[390]. Investments and Business Segments - The Company holds a 4% equity stake in HCMPS, which operates a network of over 800 doctors and provides healthcare schemes for more than 500 corporate clients[310][311]. - The Fintech Business includes investments in Tandem Money Limited ($17.75 million), CurrencyFair Limited ($5.89 million), and Goxip Inc. ($0.31 million) as of September 30, 2024[307]. - The Platform Business offers over 1,800 financial products, including 1,183 insurance products from 80 providers and 1,141 asset management products from 53 fund houses[304]. Losses and Financial Health - Net loss improved by 27.10%, from $12,921,000 in Q3 2023 to $9,419,000 in Q3 2024[316]. - Net loss decreased by US$3.5 million, or 27.10%, for the three months ended September 30, 2024, mainly due to a decrease in operating expenses[339]. - Net foreign exchange gain increased by US$2.0 million, or 227.89%, for the three months ended September 30, 2024, compared to a net foreign exchange loss in the same period of 2023[336]. - Net foreign exchange gain increased by US$0.8 million, or 1,914.63%, for the nine months ended September 30, 2024, due to a strong Sterling exchange rate[358]. - The company has an accumulated deficit of approximately US$94.4 million as of September 30, 2024[384].

Financial Performance - The company reported total revenue of $27.5 million for the fiscal year ended December 31, 2024, a decrease from $54.2 million in 2023, reflecting a significant decline in financial performance [560]. - The company incurred a net loss of $1,138.0 million for the fiscal year ended December 31, 2024, compared to a net loss of $49.2 million in 2023, indicating a substantial increase in losses [560]. - Total revenues for the year ended December 31, 2024, were $27.5 million, a decrease of $26.7 million or 49.30% from $54.2 million in 2023 [575]. - Financial services revenue decreased by $31.8 million or 58.69% from $54.2 million in 2023 to $22.4 million in 2024, primarily due to economic recession and outward migration in Hong Kong [581]. - Annual revenue for 2024 was approximately $27.5 million, a decline from $54.2 million in 2023, leading to an operating loss of approximately $113.2 million [628]. Operating Expenses - The company reported total operating expenses of $140.7 million for the fiscal year ended December 31, 2024, compared to $97.3 million in 2023, highlighting increased operational costs [573]. - Legal and professional fees increased by $4.1 million or 80.20% for the year ended December 31, 2024, compared to 2023, mainly due to increased US legal counsel fees [595]. - Stock-based compensation for executive directors and employees increased by $64.4 million for the year ended December 31, 2024, compared to 2023 [592]. - Aggregate other expense, net for financial services and corporate segments increased by $14.2 million or 242.10% from $5.9 million in 2023 to $20.0 million in 2024 [604]. - Operating expenses for social media and streaming platforms totaled $4.0 million for the post-acquisition period, representing 2.85% of the Group's total operating expenses [582]. Cash Flow and Liquidity - Cash balance as of December 31, 2024, was $3.1 million, insufficient to meet planned obligations for the next 12 months [606]. - The net cash used in operating activities for the year ended December 31, 2024 was $29.0 million, a decrease from $42.3 million in 2023, indicating improved cash flow management [615][618]. - Net cash provided by financing activities for the year ended December 31, 2024 was $24.0 million, primarily from advances and proceeds from convertible debts [624]. - The company anticipates that cash and equivalents will not be sufficient to fund operations for at least the next 12 months, highlighting liquidity concerns [611][626]. - Management is exploring funding alternatives, including borrowings and raising funds through public equity or debt markets, to support business development activities [630]. Business Operations and Strategy - The company has established over 436 million Consumer Accounts on its Technology Platform, with a proactive approach to purging over 200 million duplicate and bot accounts [558]. - The company operates a leading wealth management and healthcare institution in Hong Kong, servicing over 400,000 individual and corporate customers [561]. - The company has a market-leading position in its healthcare business through a 4% stake in HCMPS, which has a network of over 700 healthcare service providers [562]. - The company plans to expand its distribution footprint and explore partnerships in Mainland China, anticipating a return to pre-pandemic sales volumes [570]. - The company has implemented a strategy to upgrade its broker-dealer business into a platform and distribution business since 2019, enhancing its service offerings [562]. Goodwill and Financial Instruments - Goodwill is reviewed for impairment at least annually or when triggering events occur, with a quantitative test performed if qualitative factors suggest impairment is likely [644]. - The annual impairment test for goodwill is conducted in the fourth quarter, assessing qualitative factors first to determine the need for a quantitative test [645]. - Warrants are classified as either equity or liability based on specific terms and applicable guidance, with assessments made at issuance and quarterly [647]. - Equity-classified warrants are recorded as a component of equity at fair value upon issuance and are not remeasured thereafter [648]. - Liability-classified warrants are recorded at initial fair value and remeasured at each reporting date, with changes recognized as non-cash gains or losses [649]. - Transaction costs for warrants classified as liabilities are immediately expensed in the consolidated statements of operations and comprehensive loss [649]. - The company is not required to make disclosures about market risk as a smaller reporting company [650]. Market Overview - The global digital content marketplace is estimated to reach $577.4 billion in 2023, with the creator economy projected to grow to $480 billion by 2027 [560]. - For the post-acquisition period from October 16, 2024, to December 31, 2024, social media and sports streaming segments contributed approximately $1.0 million and $4.1 million in revenues, respectively, accounting for 18.53% of the Group's total revenue [578]. - Research and development expenses for social media and sports streaming segments totaled $1.3 million for the post-acquisition period, representing 41.75% of the Group's total research and development expenses [586].

Financial Performance - Total revenues for the three months ended September 30, 2024, were $5,440,000, a decrease of $7,767,000 or 58.81% compared to $13,207,000 in 2023[278]. - Total revenues for the three months ended September 30, 2024, decreased by US$23.6 million, or 56.74%, compared to the same period in 2023, totaling US$18.0 million[300]. - Total revenue for the nine months ended September 30, 2024, was approximately $18.1 million, a decline of 56.6% from $41.7 million in the same period in 2023[342]. - The Distribution Business contributed 86.42% of total revenue in Q3 2024, with commissions decreasing by $7.2 million or 60.42% from $11.9 million in 2023 to $4.7 million in 2024[279]. - The Platform Business contributed 13.58% of total revenue for the three months ended September 30, 2024, with total revenue of $739,000, a decrease of $592,000 or 44.48% from $1,331,000 in 2023[281]. - The Distribution Business contributed 84.43% of total revenue for the nine months ended September 30, 2024, with a significant revenue drop of US$22.4 million, or 59.51%, from US$37.6 million in 2023 to US$15.2 million in 2024[301]. Expenses and Losses - Total operating expenses for the three months ended September 30, 2024, decreased by US$34.2 million, or 43.82%, totaling US$43.8 million[299]. - Total operating expenses decreased by $8,927,000 or 36.36% from $24,550,000 in 2023 to $15,623,000 in 2024[283]. - Commission expense for the Distribution Business decreased by $6.8 million or 78.55% from $8.6 million in 2023 to $1.8 million in 2024[284]. - Net loss for the three months ended September 30, 2024, decreased by US$3.5 million, or 27.10%, totaling US$28.8 million, primarily due to a decrease in operating expenses of US$8.9 million[298]. - Net loss decreased by US$6.7 million, or 18.92%, for the nine months ended September 30, 2024, compared to the same period in 2023[320]. - Loss from operations decreased by US$10.5 million, or 29.01%, for the nine months ended September 30, 2024, compared to the same period in 2023[314]. Cash Flow and Capital Requirements - As of September 30, 2024, the cash balance was US$5.1 million, which is insufficient to meet planned obligations for the next 12 months[321]. - Future capital requirements will depend on revenue growth, spending on sales and marketing, and overall economic conditions[327]. - The company expects operating losses to continue into the foreseeable future as it invests in growing its businesses[326]. - For the nine months ended September 30, 2024, net cash used in operating activities was $20.7 million, a decrease from $33.4 million for the same period in 2023[332]. - Net cash provided by financing activities for the nine months ended September 30, 2024, was $18.3 million, primarily due to advances from the holding company and proceeds from convertible promissory notes[337]. - The company intends to raise additional capital through various debt and equity offerings to support its operations and growth strategy[344]. Business Operations and Strategy - The Company aims to transform JFA into the best medical care institution in Asia by 2025, focusing on technology and data analytics to improve healthcare services[276]. - The healthcare network operated by JFA includes over 700 healthcare service providers and records over 380,000 outpatient and inpatient visits annually[274]. - The Company is focused on leveraging technology to create a "Smart Health" ecosystem, enhancing patient-care management and reducing operating costs[275]. - The Company plans to expand its distribution footprint in Mainland China and expects sales volumes to return to pre-pandemic levels[262]. Stock and Shareholder Information - The Merger Transaction was completed on October 15, 2024, resulting in the issuance of 107,674,877 shares of common stock and 11,801,804 shares of Series A-1 preferred stock[245]. - The Company executed a 1.9365-to-1 forward stock split on October 1, 2024, increasing the total number of authorized ordinary shares from 1.5 billion to 2.9 billion[248]. - Nasdaq granted the company an additional 180 days to regain compliance, which was achieved on May 3, 2024, with the stock price exceeding $1.00 per share for 10 consecutive trading days[346]. Investments and Financial Assets - The Fintech Business includes investments in Tandem Money Limited valued at $17.75 million and CurrencyFair Limited valued at $5.89 million as of September 30, 2024[269]. - The change in fair value of warrant liabilities resulted in a recognition of US$0.6 million for the three months ended September 30, 2024[297]. - Investment loss decreased by US$0.8 million, or 100.00%, for the three months ended September 30, 2024, mainly due to a decrease in unrealized loss in non-marketable equity securities[296]. Advisor and Product Information - As of September 30, 2024, the Company had approximately 562 financial advisors at its "Focus" brand, organized into 10 sales teams[255]. - The Platform Business offers over 1,800 financial products, including 1,183 insurance products from 80 providers and 1,141 products from 53 asset management fund houses[267].

Core Viewpoint - AGBA Group Holding Limited has completed its merger with Triller Corp, resulting in a name change to Triller Group Inc, with trading expected to commence under new tickers on October 16, 2024 [1][3]. Group 1: Merger Details - The merger has resulted in former AGBA shareholders owning 30% and former Triller stockholders owning 70% of the combined company's outstanding common stock [4]. - The combined company's common stock and warrants will trade under the tickers "ILLR" and "ILLRW" on Nasdaq Capital Market [1]. Group 2: Leadership and Strategy - A statement regarding future leadership, strategy, and objectives will be made on October 22, 2024 [2]. Group 3: Company Background - AGBA Group Holding Limited, established in 1993, is a multi-channel business platform offering financial services and healthcare products through a tech-led ecosystem [5]. - Triller Corp. is an AI-powered social media and live-streaming platform that integrates music culture with sports and entertainment, utilizing proprietary AI technology to enhance content reach [6].

Merger Announcement - AGBA Group Holding Limited and Triller Corp. received Nasdaq approval for their merger on October 11, 2024, with completion expected on October 15, 2024 [1] - The merger aims to enhance innovation, accelerate growth, and expand market presence globally, creating significant value for stakeholders [1] Reverse Stock Split - A 1-for-4 reverse stock split will be implemented to comply with Nasdaq's rules in connection with the merger, effective October 15, 2024 [2] - The combined company's shares will begin trading on a split-adjusted basis on October 16, 2024 [2] Company Profiles - AGBA Group Holding Limited, established in 1993, is a multi-channel business platform offering financial services and healthcare products through a tech-led ecosystem, serving over 400,000 customers [3] - Triller Corp. is an AI-powered social media and live-streaming platform that integrates music, sports, fashion, and entertainment, utilizing proprietary AI technology to enhance content reach [4]

Core Viewpoint - Stock splits can attract new investors, potentially driving share prices higher, but they do not inherently increase the value of the company [1] Group 1: AGBA Group Holding Ltd. - AGBA Group Holding Ltd. conducted a 122-for-63 stock split on October 2, 2024, and is considering a reverse stock split [2] - The company's share price has increased over 340% due to a pending merger with Triller, a technology platform for online content creation [2][3] - The merger with Triller requires regulatory approval, and AGBA plans to change its name to Triller Group post-merger [3] Group 2: MicroStrategy - MicroStrategy executed a 10-for-1 stock split on August 7, 2024, with shares rising after the announcement [4] - The company's stock gained over 190% year-to-date primarily due to a surge in Bitcoin prices, as it owns 190,000 Bitcoins [4] - Despite the stock price increase, MicroStrategy reported a 7.4% year-over-year revenue decline to $111.4 million and a net loss of $102.6 million in Q2 2024 [4] Group 3: Nvidia - Nvidia conducted a 10-for-1 stock split effective June 7, 2024, and its shares have risen over 170% this year [5] - Most of Nvidia's gains occurred in the first half of 2024, with fluctuations in the second half due to concerns over delayed shipments of new chips [5] - Nvidia is expected to continue growth with the introduction of new Blackwell chips, which have high demand according to the CEO [7]

Core Viewpoint - The merger between AGBA Group Holding Limited and Triller Corp. is set to close on October 14, 2024, pending final Nasdaq approval, aiming to enhance innovation and market presence in the digital economy [1][2]. Group 1: Merger Details - The merger is expected to accelerate innovation and facilitate rapid growth, creating significant value for stakeholders [2]. - A reverse stock split of 4 to 1 will occur to comply with Nasdaq rules, effective after business closes on October 14, 2024 [3]. - Following the reverse stock split, shares will trade under the new symbol ILLR on Nasdaq starting October 15, 2024 [3]. Group 2: Company Profiles - AGBA is a multi-channel business platform established in 1993, offering financial services and healthcare products through machine-learning technologies, serving over 400,000 customers [5]. - Triller Corp. is an AI-powered social media and live-streaming platform that integrates music, sports, and entertainment, utilizing proprietary technology to enhance content reach [6].

Core Viewpoint - AGBA Group Holding Limited is progressing towards the completion of its merger with Triller Corp, with shareholder approval received and final regulatory approval from Nasdaq anticipated soon [1][2]. Group 1: Merger Details - AGBA shareholders approved the re-domiciling of the company in Delaware and the new name "Triller Group Inc." [2] - The merger agreement includes the acquisition of 100% of Triller Corp.'s outstanding capital stock, with existing restricted stock units converted into those of Triller Group Inc. [2] - All closing conditions for the merger have been met except for the final Nasdaq listing approval, which is expected shortly [1]. Group 2: Shareholder Proportions and Changes - Post-merger, Triller Corp.'s stakeholders will hold 70% of the economic interests in Triller Group Inc., while current AGBA shareholders will hold 30% [4]. - A reverse share split of AGBA Ordinary Shares was authorized, with a range of 1 to 1.5 to 1 to 20, allowing directors to determine the exact ratio [5]. Group 3: Corporate Governance Changes - The Revised Charter Amendment will increase the number of authorized ordinary shares from 1 billion to 1.5 billion and introduce new classes of preferred shares [3]. - The total number of authorized ordinary shares will further increase to approximately 2.9 billion following a forward share split [3]. Group 4: Future Outlook - The approved proposals signify transformative changes for AGBA and are expected to enhance the growth and positioning of Triller Group Inc. within the technology and social media sectors [6].