NASDAQ: ILLRW

Alongside the Triller app, Triller has dramatically
expanded its portfolio of offerings through organic growth and strategic acquisitions becoming a diversified Technology Platform for the
creation, distribution, measurement and monetization of digital, live and virtual content. It also produces content under its own and
third-party Brands, including trendsetting music, sports, lifestyle, fashion and entertainment media that creates cultural moments, attracts
users to Triller’s offerings and drives social interaction that serves as a cultural wellspring across digital society.

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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.

Through our subsidiaries in Hong Kong, we are
also a leading wealth management and healthcare institution based in Hong Kong servicing over 400,000 individual and corporate customers.

In addition to operating our Technology Platform,
we currently operate in four market-leading businesses: our Platform Business, Distribution Business, Healthcare Business, and Fintech
Business.

Since 2019, we have implemented a strategy to
expand and upgrade our long-standing broker-dealer business into a platform business and a distribution business. Today, we offer unique
product and service offerings:

- B2B: tech-enabled broker management
platform for advisors (“Platform Business”); and

- B2C: market leading portfolio of
wealth and health products (“Distribution Business”).

We also have a market leadership in our healthcare
business through our 4% stake in and a strategic partnership with HCMPS. It is one of the most reputed healthcare brands in Hong Kong.
It has a network of over 700 healthcare service providers.

Finally, we are an established operator and successful
investor in the FinTech industry. We have carefully built out investment positions in FinTech, WealthTech and HealthTech businesses, applying
lessons learned from our own distribution, platform and healthcare businesses.

History

On November 14, 2022, AGBA Acquisition Limited,
or AAL, a British Virgin Islands’ company and a special purpose acquisition company, consummated a series of transactions contemplated
by the Business Combination Agreement.

Upon the Closing of Business Combination : (i) AAL
became, through an acquisition merger, the 100% owner of the issued and outstanding securities of each of TAG International Limited, TAG
Asia Capital Holdings Limited, and their collective subsidiaries; (ii) the governing documents of AAL were amended and restated,
becoming the Fifth Amended and Restated Memorandum and Articles of Association; (iii) the number of AAL’s authorized ordinary
shares was increased from 100 million to 200 million, and (iv) AAL’s name changed from “AGBA Acquisition
Limited” to “AGBA Group Inc.” which we sometimes also refer to, post-Business Combination, as “AGBA”
or the “Group.”

Triller Group Inc. (“ILLR”,
“Triller Group”, or the “Company”) (formerly AGBA Group Holding Limited (“AGBA”))
was incorporated in the State of Delaware on October 15, 2024, so as to redomicile AGBA’s legal jurisdiction from British Virgin
Islands to the State of Delaware.

On October 15, 2024, the Company consummated the
merger transaction with Triller Corp., a Delaware corporation (“Triller”), pursuant to that certain Amended and Restated
Agreement and Plan of Merger, dated as of August 30, 2024, as amended (the “Merger Agreement”), by and between AGBA,
its wholly owned subsidiary AGBA Social Inc. (“Merger Sub”), Triller Corp. and Bobby Sarnevesht, as sole representative
of the Triller Corp. stockholders.

Platform Business

The Platform Business is a one-stop financial
supermarket with a breadth of products and services, sourced from leading global product providers, that is unrivaled in Hong Kong.

We operate under the “OnePlatform”
brand, offering a full-service platform to banks, other financial institutions, family offices, brokers, and individual independent financial
advisors to advise and serve their retail clients. Our technology-enabled platform offers a wide range of financial products, covering
life insurance, pensions, property-casualty insurance, mutual funds, money lending and real estate agency.

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The Platform business, through B2B 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.

The Platform Business was set up to take advantage
of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong. We were already
servicing a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art
technological and operational infrastructure.

The Platform Business now operates this full-service
platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers,
and individual independent financial advisors that are looking for support in advising and serving their retail clients.

Our technology-enabled Platform Business offers
a wide range of financial products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds, money
lending and real estate agency.

In addition to its unrivaled product-shelf, the
Platform Business offers digital-enabled sales management and support solutions, business operations support, comprehensive customer services,
and training support.

Currently, our platform financial services and
investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident
Fund (MPF) products, and international real estate referral and brokerage services.

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

Distribution Business

The Distribution Business currently operates as
a licensed insurance broker and a registered Mandatory Provident Fund (MPF) intermediary in Hong Kong, providing financial planning
and wealth management services to institutional and individual customers with its team of over 1,500 independent financial advisors. The
Distribution Business is regulated by the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority.

The Distribution Business’s main sources
of income are sales commission and service fee income from its infrastructure support platform. It recognizes commission income from the
insurance providers based on the sale of insurance products at predetermined insurance premium rates according to the types of products
sold.

The financial advisors, organized under two brands
of “AGBA focus” and “AGBA perform”, are the primary distribution channels for the Distribution Business. These
channels are positioned to match individuals’ financial needs with an appropriate choice of insurance products. They target to bring
additional revenue for the Distribution Business by serving as a “matching platform” between insurance companies and consumers.
Marketing activities of the Distribution Business include sales campaigns and invitations to corporate events, at which new customers
are mainly solicited through direct conversation or meetings between financial advisors and retail customers.

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

Healthcare Business

We own a 4% minority shareholding in HCMPS Healthcare
Holdings Limited (“HCMPS”), one of the leading healthcare management organizations in Hong Kong. The Company, through
one of its subsidiaries, holds 4% stake in and a strategic partnership with HCMPS.

Founded in 1979 and currently operating under
the Dr. Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed
healthcare brands in Hong Kong. It has a network of over 700 healthcare service providers — providing healthcare
schemes for more than 120 corporate clients with over 300,000 scheme members. JFA’s clients include blue chip companies from various
industry and leading insurers. Apart from Hong Kong, JFA is the largest operator in Macau with around 85 clinics.

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JFA has a long-standing track record of operating
as a low-cost, high efficiency operation. It offers vast untapped opportunities for the Group, both in revenue growth and cross-selling.

FinTech Business

Fintech Investments

Fintech manages an ensemble of financial technology
(fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA Group Limited (formerly known as Tandem Money
Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform with a broad spectrum of services and value-added information
in health, insurance, investments and social sharing.

The portfolio companies in which Fintech has invested
remain growth stage businesses with modest revenues, and none has yet reached the operational breakeven point. Therefore, the business
case for all these companies relies on transformations in scale, product offering, and/or geographic scope to drive future value creation.
Fintech intends to maximize the strategic fit between these portfolio companies and the companies forming part of the OnePlatform brand
to drive additional value capture.

Fintech’s management team has strived to
establish the business as a leading name in the fintech investment sector.

Fintech’s business aims to create value
on three fronts:

1.Building
long-term fintech franchises in Hong Kong using business models, operations, and technologies tested in more mature markets;

2.
Supporting and capturing synergies with OnePlatform and its other business segments; and

3.
Realizing financial returns from its fintech investments.

1) Tandem

Tandem Money Limited (“Tandem”)
is a UK based “challenger” bank which focuses on lending growth with high risk-adjusted yields. It operates a “digital
deposit” strategy to continue funding its growth, which is known as a “neobank” strategy. Founded in 2013, Tandem provides
an app-based retail bank service for its customers. Through its app, customers can access retail banking services comprising deposits,
mortgages, loans and credit cards. Tandem also leverages digital wealth management to cross-sell and offers value-added services
such as cash management across bank accounts, savings, debt management, and financial planning.

Background to the Investment in Tandem

TAG Technologies Limited (“TAG Technologies”)
first invested in 2018 with Tandem still positioned as a neobank focused on digital and analytics to generate user and deposit growth.
The initial investment was by way of a subscription agreement with Tandem, pursuant to which TAG Technologies agreed to subscribe for
and Tandem agreed to issue 11,259,740 ordinary B shares in Tandem for a consideration of £15 million. The consideration was
determined by the parties after arm’s length negotiations taking into account (i) the unaudited consolidated net asset value
of Tandem as at September 30, 2018, which was approximately £55.7 million, and (ii) the potential in the future business
development of Tandem.

We believed that Tandem’s strategy in 2020
was predicated on a clear asset pivot to grow consumer loans in attractive categories such as home improvement and specialty mortgages.
In April 2020, TAG Technologies entered into a further subscription agreement with Tandem, pursuant to which TAG Technologies agreed
to subscribe for and Tandem agreed to issue 49,476,049 ordinary B shares in Tandem for a consideration of £10 million. The
consideration was determined by the parties after arm’s length negotiations taking into account (i) the unaudited consolidated
net asset value of Tandem as of October 31, 2019, which was approximately £44.9 million, and (ii) the potential in
Tandem’s future business development.

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In June and August 2021, TAG Technologies
purchased an additional aggregate of 14,000,000 ordinary B shares of Tandem at the price of £0.15 per share, for cash consideration
of approximately US$2.9 million (equivalent to approximately £2.1 million). We currently own 4.30% equity interest in
Tandem.

Share Purchase and Knowledge Transfer Agreement

In connection with the April 2020 investment,
Tandem, AGBA Group Limited (“AGBA Group”) and TAG Technologies entered into a Share Purchase and Knowledge Transfer
Agreement pursuant to which, among other things, TAG Technologies purchased the entire issued share capital of AGBA Group, and Tandem
undertook to provide certain knowledge transfer services to TAG Technologies and its affiliates. Pursuant to the Share Purchase and Knowledge
Transfer Agreement, Tandem also granted a license in certain Tandem proprietary software and other licensed materials to be made available
to TAG Technologies and its affiliates during the “knowledge transfer period”, which ends on the earlier of the date six months
after Tandem completes a migration of its systems to a new platform, and April 2, 2023. For as long as TAG Technologies is a shareholder
of Tandem, each member of AGBA is granted a license to use the name “Tandem” and any registered logo or trademark used by
Tandem for a period of five years.

Through this investment we gained access to certain
of Tandem’s technology and digital platform assets and knowledge transfer. These assets provide significant costs savings for system
developments such as data platforms and the core banking platform, driven by the ability to leverage Tandem’s assets and “test
and learn” experience to accelerate development of the Fintech business.

Tandem’s Potential Growth

With the increasing use of online platforms in
the financial sector, our management believed that Tandem, with its technology know-how in the consumer finance industry, has significant
market potential to become a leading online retail bank for the mass market. The investment in Tandem is also part of our wider strategy
to launch digital services in Hong Kong and elsewhere, and Tandem is expected to be a key technology partner.

2) CurrencyFair

CurrencyFair is an online peer-to-peer currency
exchange marketplace. TAG Technologies first invested into CurrencyFair in 2018, through an investment of approximately €6,000,000
and the merger of AGBA’s then existing payments business with CurrencyFair. Since then, CurrencyFair has continued to grow its consumer
money transfer business focused on white-collar expat customers transferring money between selected European and Australian corridors.
CurrencyFair is now a global money transfer member organization that has exchanged more than €10 billion, with offices located
in Ireland, UK, Singapore, Hong Kong and Australia. We believe that CurrencyFair’s scaling plan relies on expanding its consumer-to-consumer (C2C)
business to new US and Asia corridors, while acquiring small and medium enterprise (SME) customers directly and through an enterprise
sales model handling primarily Chinese merchant payments for cross-border e-commerce marketplaces. Revenue growth depends on
how successfully CurrencyFair scales transfer volumes in new C2C corridors and new SME businesses based on proposition development and
customer acquisition execution.

We intend to work closely with CurrencyFair as
it builds out its Asian franchise, and intends to offer CurrencyFair’s unique currency marketplace to our customers in Hong Kong
as well as introducing enhanced Asian currency services to CurrencyFair’s international customers. We intend for CurrencyFair’s
domain expertise, technology, and operational experience to be leveraged as part of a wider strategy to improve our services to assist
customers to manage their finances.

In 2021, CurrencyFair merged with Australia-based Assembly
Payments Limited, whose platform automates complex payment workflows. Following the merger, the business re-branded to “Zai”,
with CurrencyFair as Zai’s consumer brand.

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On March 18, 2022, we entered into a sale
and purchase agreement with the stockholder to acquire 4,158,963 shares of CurrencyFair for a cash consideration of US$7.84 million.
The transaction closed in April 2022, resulting in the ownership of 9.98% equity interest in CurrencyFair.

3) Goxip

Goxip is a fashion media platform based in Hong Kong
with over one million high-end fashion shoppers. Its digital marketing arm matches key opinion leaders (KOLs) with marketers and
brands for lead generation, launching and monetizing marketing campaigns. We currently own a 3.30% equity interest in Goxip.

4) HCMPS Healthcare Holdings Limited

HCMPS Healthcare Holdings Limited (“HCMPS”)
is a healthcare management organization based in Hong Kong. Founded in 1979, it has over 700 network service branches providing healthcare
schemes for more than 120 corporate clients with over 300,000 scheme members. HCMPS offers its patients a full range of medical services,
including general services, specialist services, physiotherapy, Chinese medicine, dental, vaccination, X-ray, laboratories, and imaging
services. we currently own a 4.00% equity interest in HCMPS.

Triller’s Business

We primarily operate in the North American digital
media and live entertainment industries and offer diverse products and services that compete for consumers’ time and disposable
income. The rise of streaming, increased legalization of sports betting, increased competition from tech entrants, and continued viewership
appeal attribute to the projected growth of live sports and digital media. This growth has also benefited from long-term shifts in consumer
behavior, particularly in millennials, who continue to seek more interactive experiences that they can document and broadcast through
social media. The film industry is also benefitting from growth in digital home viewing and premium movie-going experiences.

The top-earning musicians generated more of their
income from touring than from any other source, according to Billboard. Our portfolio of content is well positioned to take advantage
of this trend. Our success depends on our ability to offer premium content through popular channels of distribution that meet the changing
preferences of the broad consumer market and respond to competition from an expanding array of choices facilitated by technological developments
in the delivery of digital content. Potential risks to our expansion into digital media include costs to curate and produce Events, as
well as shifting customer preferences.

We believe our Technology Platform is at the crossroads
of the entertainment, sports, and content ecosystem, and is highly responsive to changing consumer preferences and industry trends. We
have the ability to create, procure and cultivate satisfying consumer content, leveraging the secular trends identified above.

E-Commerce Industry

Our market includes the global e-commerce market.
A primary growth driver for global e-commerce marketing spend has been the dramatic shift away from traditional brick-and-mortar commerce
to e-commerce due to the COVID-19 pandemic, and is expected to expand due to the convenience of online shopping and returns. To capitalize
on this growth and generate revenue, we will have to continue to innovate and offer marketers a set of capabilities across our Technology
Platform that cannot be easily replicated elsewhere.

Content Spend (Film & TV) Industry

Our market includes linear and digital media distributors.
According to Ampere Analysis, subscription OTT services increased investment in content by 20% in 2021 to nearly $50 billion representing
a growth of over 50% as compared to 2019. To capitalize on this growth and generate revenue, streaming services are both investing in
original content and acquiring licensed content. We are well positioned to capitalize on this increasing spend through our customer traction
with major movie studios, streaming platforms and content owners around the world.

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Experiences (Sporting Events, Concerts &
Performing Arts)

Sporting events, concerts, and performing arts
are core to our live Events, entertainment properties and experiences operations. Our market constituents primarily include retail consumers,
sponsors and corporate customers. The events ticket market has the potential to grow by $14.9 billion during 2023 to 2027 and is expected
to experience a CAGR of 4.5%, according to the recent Statista report Event Tickets — Worldwide. This growth is expected to be driven
by the expected increasing use of mobile apps for booking tickets. The global sporting events segment, representing the largest segment
of the global ticketing segment, is expected to reach $33.7 billion in 2024 and to grow at a CAGR of 2.95% from 2024 to 2028, reaching
$37.94 billion by 2028. 3.91% to $37.16 billion by 2027, largely driven by the increasing popularity of sports and rising consumer preferences
for in-person events. While less substantial than sports, the performing arts ticket segment reached $9 billion in 2019 and is expected
to grow at a CAGR of 4% to $11 billion in 2024, driven by growing demand for live art performances.

Streaming Technology and Related E-Commerce
Services

We believe proliferation trends in the digital
content streaming market present an opportunity for streaming infrastructure providers capable of delivering an end-to-end solution for
Creators and media rights owners who desire to launch their own content streaming services, and monetize their user bases in new ways,
without incurring the significant costs inherent in developing underlying technology. We believe recent private company transactions in
the space are an indication that the market is both underserved and ripe for further expansion. For example, in November 2022 Disney,
then the majority equity owner of BAMtech Media (now Disney Streaming Services), a streaming infrastructure provider whose technology
serves as the core streaming, account management and billing platform for Disney+, ESPN+ and Hulu, purchased all outstanding minority
interests of BAMtech Media in a transaction that valued the company at $6 billion. Similarly, a November 2022 private equity investment
led by General Atlantic in streaming infrastructure services provider Amagi valued the company at $1.4 billion. We have invested and expect
to continue to invest in our streaming technology and infrastructure, including developing new ways for Creators and media rights owners
to leverage user profiles and preferences and drive monetization through advertising, pay-per-view, subscription-based offerings and related
e-commerce transactions.

Metaverse

According to Citigroup’s Metaverse and Money
report published in March 2022, “the total addressable market for the Metaverse could be between $8 trillion and $13 trillion by
2030, with total Metaverse users numbering around 5 billion.” We believe that by investing in our Metaverz ecosystem now, while
the industry is still nascent, will provide us with a lasting competitive advantage and allow us to shape consumer expectations.

Media Rights Expenditure

Spending on media rights continues to be a significant
component of revenues in the sports industry, with rights values appreciating consistently over the past decade. Market constituents include
linear and digital distributors, which acquire sports media rights and broadcast sports content. In 2021, the value of global sports media
rights totaled $55.1 billion, a 1.15% increase from the previous year, according to Sports Business Consulting’s Global Media Report
2022. According to the Business Research Company’s report, the global sports market as a whole is expected to reach $512 billion
in 2023 and grow at a CAGR of 5.2% from 2022. The rise of streaming, increased legalization of sports betting, increased competition from
tech entrants, and continued viewership appeal attribute to the projected growth on the rights price tags. The contract values underpinning
industry revenues are locked-in long-term, offering a high degree of visibility.

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Marketing and Licensing

Our market constituents include corporate clients
seeking brand marketing or IP owners looking to license their Brands. According to Licensing International’s survey, global sales
revenue generated from licensed merchandise and services grew to 340.8 billion in 2022, reflecting an 8.02% increase over the $315.5 billion
generated in 2021. The entertainment/character sector remains the leading market share category, accounting for $138.1 billion, or 40.5%
of the total global licensing market. The second largest sector was corporate Brands with $87.6 billion (25.7%). Sports licensing, in
third place, totaled $37.3 billion with an 11% share.

Digital Advertising and Marketing Automation

The digital ad market is expected to surpass $300
billion by 2025, according to a 2022 report by Insider Intelligence Inc. For 2023, ad spending across 16 media platforms is forecasted
to reach $165.7 billion, according to BIA Advisory Services. Roughly half of the ad spending is anticipated to be focused on digital media,
wherein $33.5 billion is anticipated to go to mobile ad spending for smartphones. Additionally, marketing technology and marketing automation
are a growing trend. 51% of companies are currently using marketing automation and 58% of B2B companies plan to adopt such technology.
According to Sales Fusion, 77% of business owners had an increase in conversion after using marketing automation software. Key trends
in marketing automation for 2022 include personalized email automation, social media marketing automation, chatbots, and ML and AI.

SMS and Artificial Intelligence Marketing

SMS marketing allows businesses to reach consumers
directly through their phones. In 2022, there were 7.3 billion mobile phone users globally and 6.9 billion smartphone users, accounting
for 86.3% of the world’s population. 83% of consumers receive text messages from companies. Click through rates for SMS marketing
is 36% (as compared to 2% for email marketing messages). In 2022, global SMS marketing market was approximately $64.4 billion and is expected
to grow to $84.9 billion by 2027. AI technology can be used in SMS marketing and more broadly across the technology marketing sphere.
The global AI market was estimated to be worth $86.9 billion in 2022 and is expected to reach $407 billion by 2027. 52% of high performing
marketing teams are looking to increase their usage of artificial intelligence.

Intellectual Property and Other Proprietary
Rights

We consider intellectual property to be very important
to the operation of our business and to driving growth in our revenues, particularly with respect to professional engagements, sponsorships,
licensing rights, and media distribution agreements. Our intellectual property includes the “Triller,” “Triller Fight
Club,” “TrillerFest,” “TrillerTV,” “FITE,” “Cliqz”, “Fangage”, “Julius”
and “Thuzio” Brands in addition to the trademarks and copyrights associated with our content, Events, and the rights to use
the intellectual property of our commercial partners. Substantially all of our IP and owned assets that we acquire are protected by trademarks
and copyright, whether registered or unregistered.

Triller’s Technology Platform

Triller’s Technology Platform is built along
three core sections – Triller generates and distributes influencer and sports content via the Triller app and Triller TV, which
drives engagement through the Triller app in a highly measureable manner made possible through our Triller One suite of AI and SaaS tools,
thus driving monetization and creating value for all Triller’s stakeholders.

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Triller’s Technology Platform originated
with the Triller app, a video-sharing app. The Initial Triller app was launched in 2015 as an AI music editing tool. In 2019, upon the
formation of Triller Hold Co LLC, when Triller acquired the technology underlying the current Triller app it integrated the Initial Triller
app with AI technology pursuant to its agreement with Mashtraxx Ltd. We refer to this integrated app as the “Triller app”.
The Triller app continued to integrate and update and was fully “live” by September of 2021. The Triller app underwent a refinement
to its scalable systems and other feature and toolset updates and additional refinements were rolled out in July of 2023 and are live
today. The Triller app leverages proprietary AI and ML technologies and enables users to create professional-looking videos and to share
those videos within the Triller app and on other social platforms such as Facebook, Instagram, TikTok, Snapchat and Twitter in seconds.
Key features of the Triller app include extensive editing, filtering and overlaying tools; AI-powered technology to automatically synchronize
video and audio with little to no manual editing; and Triller’s proprietary dual camera feature, which allows users to record videos
simultaneously from the back-and front-facing cameras of their smartphones. The Triller app’s primary audience is the 18-34 year
old demographic, with strong engagement from users in the United States and an established user base in high-growth markets such as India,
where we maintain a presence, including a period in August 2020 when Triller temporarily became the number one short-form video app in
the App store subsequent to TikTok being banned in 2020.

The Triller app contains channels for the posting
and consumption of short-form and long-form content, where Triller hosts content made by celebrities, influencers and other Creators,
as well as professionally-produced episodic content about music, sports, gaming, fashion and other forms of entertainment.

Triller’s Technology Platform reflects its
deep experience as content creators and forms the basis for Triller’s aspiration to be a technology company built by Creators, for
Creators. Key to Triller’s approach of empowering Creators and Brands is its proprietary AI and machine learning (“ML”)
technology that helps them mix and edit music and video content and distribute it to digital platforms and enables them to understand
and engage with their audiences at scale, while retaining control and authenticity of their audience relationships. “AI”
is a general term to describe the efforts of computer scientists to design and implement computer hardware and software systems capable
of learning and thinking. ML is a field of study in AI concerned with the development and study of statistical algorithms that can effectively
generalize tasks and thus performing those tasks without explicit instructions. ML approaches have been applied to large language models
(“LLMs”), computer vision, speech recognition, email filtering, agriculture, and medicine, where it is able to achieve
efficiencies without having to implement detailed specialized algorithms and systems which would be too complex and costly to build. Creators
and Brands have the ability to connect Triller’s customized LLMs and Natural Language Processing (“NLP”) technologies
to real-time API-based feeds, from virtually all major social platforms, to read, analyze, cluster, filter, and suggest or (when appropriate)
send replies to their fans with deep efficiency and personal precision. LLMs are deep learning algorithms that can recognize, summarize,
translate, predict, and generate content using very large datasets. Deep learning is a method in AI that teaches computers to process
data in a way that is inspired by the human brain. Deep learning models can recognize complex patterns in pictures, text, sounds, and
other data to produce accurate insights and predictions. NLP, a branch of AI, uses ML to process and interpret text and data. Natural
language recognition and natural language generation are types of NLP. By giving each Creator and Brand an AI-powered “factory of
assistants” to help them identify superfans, up-and-comers, key topics and trends to respond to (while filtering out spam, hate-speech
and noise), they are better able to deepen relationships and loyalty, optimize their scarce time and resources, and ultimately increase
conversions and monetization through a mix of brand partnerships and direct commerce.

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Triller’s Suite of Creator and Brand
Offerings

Triller has augmented its Technology Platform
through a combination of internal development and strategic acquisitions, including the additions of the following products and services
that deliver, automate or otherwise streamline SMS and social messaging, AI-powered customer engagement, cross-platform marketing, digital
streaming, content and audience management, e-commerce services, social and creator analytics and engagement measurement:

(a)
Fangage – serves as the entry point for Creators looking to leverage Triller’s ecosystem and establish a digital presence on the internet, across social media, e-mail and SMS. Fangage comprises a set of tools and features that allow Creators to manage and distribute their content and maintain and grow their audiences, communicate with those audiences directly, and gather and analyze data that allows them to streamline their monetization efforts. The Fangage offering is integrated with and incorporates services from the Triller app, Amplify.ai, Cliqz and Julius.

(b)
Amplify.ai – a cross-platform conversational AI engine that provides viewers with gamification, multiple engagement touchpoints, clickable links, and tune-in reminders all in an automated, platform agnostic direct messaging experience that facilitates communications between Creators, Brands and their respective audiences.

(c)
Cliqz – enables Creators to aggregate their audiences across their social media accounts and access those audiences directly via SMS and direct messaging, avoiding the algorithmic limitations imposed by most social media platforms that limit these Creators’ content viewership and opportunities for content engagement and monetization. For example, as noted by Hootsuite in August 2023, the average engagement rate of an organic Facebook post ranges from 2.58% down to just 1.52%.

(d)
CrossHype – helps Brands and Creators reach audiences across multiple social platforms, with a particular emphasis on helping Brands create awareness and engagement with consumers, with a common framework for measuring the effectiveness and efficacy of their marketing efforts. This solution allows Brands and Creators to reach specific audiences within social media platforms, including highly targeted followers of specific social media Creators, and to build retargetable audiences that grow in size and detail, accruing even more value over time.

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(e)
Julius – a SaaS solution that provides strategic marketers at Brands and advertising agencies with access to a database of profiled Creators and their associated audiences, giving them the ability to enlist Creators to develop and share captivating stories to market their products and services. Julius provides Brands and agencies a detailed dashboard to measure engagement across all Creator-driven marketing campaigns. Furthermore, Julius serves as a marketplace allowing e-commerce Brands to automate the process of on-boarding Creators with per-transaction incentives for enabling e-commerce transactions. Julius is directly integrated with Triller’s Fangage solution, completing the circle between Creators and Brands.

(f)
Thuzio – a solution for creating and executing premium Creator Events and experiences. Thuzio helps Brands and other enterprise customers create Events with Creators including sports icons and speakers. Thuzio has partnered with Creators across many verticals, including athletes such as Tiki Barber, Allen Iverson, Scottie Pippen, and Lisa Leslie, comedians such as Jerry Seinfeld, music artists such as Ja Rule and celebrity chefs such as Marcus Samuelsson.

(g)
Metaverz – enable Triller to transform live Events, which are typically only enjoyed by a few thousand people, into digital Events, including augmented reality and virtual reality experiences, that can be experienced by millions of consumers globally. Metaverz provides an array of ways to create digital experiences featuring Creators and Brands, containing social engagement and gamification features as well as virtual merchandise stores that allow users to digitally purchase collectibles and memorabilia.

The major companies that serve this market include
Meta, Alphabet, ByteDance, Snap and Twitter, each of which employ a closed-garden approach to monetization, where they are the sole purveyor
of the advertising placed within or around content created by millions of Creators. Our approach, which is differentiated from the above
companies, helps our Creators distribute their content on numerous platforms, including our own, and also focus on creating click-out
opportunities to create long-standing consumer relationships and monetization across a digital landscape that includes the web, mobile
apps and messaging services. This open-garden approach stands in contrast to the closed-garden approach of many of our competitors and
we believe is a major benefit that attracts Creators and Brands to our Technology Platform.

Our Technology Platform powers the Triller app,
our suite of Creator offerings and our Events and Events-related services. Our Technology Platform enabled more than half a billion quarterly
user interactions as of September 30, 2023, including posts, messages, automated communications, and e-commerce transactions both on our
Triller branded offerings as well as on various third-party social platforms (including but not limited to Instagram, TikTok, Facebook,
YouTube, Snapchat and Twitter), across the web and via SMS messaging. Through our Technology Platform we deliver sports and entertainment
content to millions of consumers around the world and we believe that we inspire Creators and Brands to do the same. Our Technology Platform
comprises an array of business-to-business and business-to-consumer offerings that empower Creators to establish and sustain long-lasting
consumer relationships that help drive their businesses.

Our Technology Platform generates revenue through
revenue sharing and service fee arrangements. Revenue share comes from advertising, premium content, Events, pay-per-view fees, subscription
fees or merchandise sales that are transacted via our Technology Platform. Service fees comes from Brands that utilize our platform to
reach consumers via a combination of campaign fees, transaction fees or SaaS fees, including monthly subscription fees. We also generate
revenues from Triller branded Events via ticket sales, pay-per-view fees, subscription fees, merchandise sales, brand advertising and
sponsorship.

Our AI-driven, mission-critical Technology Platform
enables Brands and Creators to reach their target audiences and our messaging-based notification services drives a continuous cycle of
engagement for audiences (where they stay “in the know” and are kept up-to-date on what their favorite Creators and Brands
are doing), while the Creators and Brands receive real-time data, analytics and feedback–driven by user engagement.

We have a host of service offerings that drive
awareness, engagement and monetization. The reason we call this a Technology Platform is because we offer a highly differentiated solution
that integrates all of our service offerings into a comprehensive portfolio of services that go well beyond a single app-based or web-based
content solution to virtually every medium of content engagement (e.g. social media, streaming, live events and virtual world experiences).
We create network effects via our proprietary AI-powered technology designed to drive optimal engagement through the best channels, increasing
the return-on-investment for Creators and Brands. Furthermore, the efficiencies gained from our AI-powered Technology Platform enable
both us and our partners to operate at scale to grow via multiple channels of engagement, which our competitors that focus on a single
walled-garden ecosystems are not able to replicate.

 11

Our Technology Platform

Our Technology Platform reflects our deep experience
as content creators and forms the basis for our aspiration to be a technology company built by Creators, for Creators. For all the progress
and promise of the creator economy to date, we believe that Creators have historically lacked sufficient power to truly realize their
potential and capture a sufficient amount of the value they create. While it is now possible to find and grow a large online audience,
it is still too impersonal, and too elusive for many to turn their passion and expertise into a successful career. A goal of our Technology
Platform is to help “rebalance the equation” by enabling Creators to grow the engagement “pie” while providing
them with a larger slice of the revenue.

Key to our approach of empowering Creators and
Brands is our proprietary AI and machine learning (“ML”) technology that helps them mix and edit music and video content
and distribute it to digital platforms and enables them to understand and engage with their audiences at scale, while retaining control
and authenticity of their audience relationships. “AI” is a general term to describe the efforts of computer scientists to
design and implement computer hardware and software systems capable of learning and thinking. ML is a field of study in AI concerned with
the development and study of statistical algorithms that can effectively generalize tasks and thus performing those tasks without explicit
instructions. ML approaches have been applied to large language models (“LLMs”), computer vision, speech recognition,
email filtering, agriculture, and medicine, where it is able to achieve efficiencies without having to implement detailed specialized
algorithms and systems which would be too complex and costly to build. Creators and Brands have the ability to connect our customized
LLMs and Natural Language Processing (“NLP”) technologies to real-time API-based feeds, from virtually all major social
platforms, to read, analyze, cluster, filter, and suggest or (when appropriate) send replies to their fans with deep efficiency and personal
precision. LLMs are deep learning algorithms that can recognize, summarize, translate, predict, and generate content using very large
datasets. Deep learning is a method in AI that teaches computers to process data in a way that is inspired by the human brain. Deep learning
models can recognize complex patterns in pictures, text, sounds, and other data to produce accurate insights and predictions. NLP, a branch
of AI, uses ML to process and interpret text and data. Natural language recognition and natural language generation are types of NLP.
By giving each Creator and Brand an AI-powered “factory of assistants” to help them identify superfans, up-and-comers, key
topics and trends to respond to (while filtering out spam, hate- speech and noise), they are better able to deepen relationships and loyalty,
optimize their scarce time and resources, and ultimately increase conversions and monetization through a mix of brand partnerships and
direct commerce.

For our LLMs, we currently use a mix of open source
code for embeddings (for example, open source code such as SBERT with models from HuggingFace) and optionally support embedding models
including GPT-4 from OpenAI, PaLM from Google and other models from Cohere. Embeddings models offer an approach to ML where high-dimensional
data (data in which the number of features or variables observed are close to or larger than the number of observations, or data points)
is converted into low-dimensional data (where the number of observations far outnumbers the number of features) while preserving relevant
information. This process of dimensionality reduction helps simplify the data and make it easier to process by ML algorithms. The appeal
of embeddings is that they can capture the underlying structure and semantics of the data. For instance, in NLP, words with similar meanings
will have similar embeddings. This provides a way to quantify the ‘similarity’ between different words or entities, which
is highly valuable when building complex models. We have purposefully designed our systems to give us the flexibility to be independent
of any one provider or partner. We periodically evaluate the cost, latency and quality of models because we operate in a rapidly evolving
industry. We believe we get superior performance compared to “off-the-shelf” use of LLMs through (a) injecting relevant historical
data into prompts (via the standard “Retrieval-augmented generation” pattern) and (b) pre-and post-processing the data to
better address customer-specific vernaculars, including the use of acronyms, emojis and non-traditional spellings. We also fine-tune open
source and third-party models with proprietary labeled data to improve performance on tasks like extracting relevant profile data from
content that end-users or consumers have shared in conversations with our conversation AI systems or classifying fan engagement data as
genuine versus originating from bots or spam. While unlabeled data consists of raw inputs with no designated outcome, labeled data is
carefully annotated with meaningful tags, or labels, that classify the data’s elements or outcomes. For example, in a dataset of
emails, each email might be labeled as “spam” or “not spam.” These labels then provide a clear guide from which
a ML algorithm can learn. We do not believe that utilizing this approach introduces risk of impacting our LLMs.

Our NLP technology was developed in-house and
is continuously updated via our ML models. We have incorporated some open source code in the development of our products but our products
are not dependent on any third-party software or services. We do not use any third party software with regard to our NLP. As is customary
in our industry, we used open source code (however, we do not use open source libraries) as one part of the basic building blocks of some
of our AI. We do not believe that our utilization of open source code and/or models introduces material risk of impacting our AI products
or intellectual property, however as with the usage of any open source code or models there are risks. See Risk Factors —
“Certain of our products contain third- party open source software components, and failure to comply with the terms of the underlying
open source software licenses could restrict our ability to sell our products.”

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The rapid pace of AI-innovation is fueling ever
more opportunities for us to help Creators and Brands in each phase of their lifecycle, from content creation and distribution (through
the Triller app, FITE, Metaverz, Thuzio and Amplify.ai) to fan engagement (through Fangage, Julius and Amplify.ai) and to targeted promotions
and upsells (through CrossHype), across the digital platforms they use today and, we believe, will use tomorrow. By occupying a position
as their trusted intermediary connecting them with their fans across multiple platforms and the comments, mentions, direct messages, etc.
that flow across them daily, we believe we are well suited to build, deploy and refine ever more powerful and effective models and tools
in the coming years.

The Triller App

Our Technology Platform originated with the Triller
app, a video-sharing app. The Initial Triller app was launched in 2015 as an AI music editing tool. In 2019, upon the formation of Triller
Hold Co LLC, when we acquired the technology underlying the current Triller app we integrated the Initial Triller app with AI technology
pursuant to our agreement with Mashtraxx Ltd. We refer to this integrated app as the “Triller app”. The Triller app
continued to integrate and update and was fully “live” by September of 2021. The Triller app underwent a refinement to its
scalable systems and other feature and toolset updates and additional refinements were rolled out in July of 2023 and are live today.
The Triller app leverages proprietary AI and ML technologies and enables users to create professional-looking videos and to share those
videos within the Triller app and on other social platforms such as Facebook, Instagram, TikTok, Snapchat and Twitter in seconds. Key
features of the Triller app include extensive editing, filtering and overlaying tools; AI-powered technology to automatically synchronize
video and audio with little to no manual editing; and our proprietary dual camera feature, which allows users to record videos simultaneously
from the back-and front-facing cameras of their smartphones. The Triller app’s primary audience is the 18-34 year old demographic,
with strong engagement from users in the United States and an established user base in high-growth markets such as India.

The images above are examples of how the user
interface of the Triller app allows users to perform various actions as depicted above.

The Triller app contains channels for the posting
and consumption of short-form and long-form content, where we host content made by celebrities, influencers and other Creators, as well
as professionally-produced episodic content about music, sports, gaming, fashion and other forms of entertainment.

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We believe the content creation features and availability
of short- and long-form content offered on the Triller app are key differentiators that set us apart from our competitors and will continue
to do so as we focus our efforts on growing our user base and deepening the level of engagement among Creators, Brands and users who interact
with our ecosystem.

Our Suite of Creator and Brand Offerings

We have augmented our Technology Platform through
a combination of internal development and strategic acquisitions, including the additions of products and services that deliver, automate
or otherwise streamline SMS and social messaging, AI-powered customer engagement, cross-platform marketing, digital streaming, content
and audience management, e-commerce services, social and creator analytics and engagement measurement.

Fangage

Fangage serves as the entry point for Creators
looking to leverage our ecosystem and establish a digital presence on the internet, across social media, e-mail and SMS. Fangage comprises
a set of tools and features that allow Creators to manage and distribute their content and maintain and grow their audiences, communicate
with those audiences directly, and gather and analyze data that allows them to streamline their monetization efforts.

The Fangage offering is integrated with and incorporates
services from the Triller app, Amplify.ai, Cliqz and Julius.

Amplify.ai, Cliqz and CrossHype

We acquired Amplify.ai in December 2021 and internally
developed our Cliqz and CrossHype offerings. These products provide a broad set of features that further enable Creators to connect directly
with their audiences, spotlight their content across a broad range of social media sites, measure audience engagement with that content,
and monetize their content through personalized user experiences.

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Our Amplify.ai product automates SMS and direct
message marketing communications between Creators, Brands and their respective audiences through the use of proprietary AI and NLP technologies.

Our
Cliqz product enables Creators to aggregate their audiences across their social media accounts and access those audiences
directly via SMS and direct messaging, avoiding the algorithmic limitations imposed by most social media platforms that limit these Creators’
content viewership and opportunities for content engagement and monetization. For example, as noted by Hootsuite in August 2023, the average
engagement rate of an organic Facebook post ranges from 2.58% down to just 1.52%.

Our CrossHype product helps Brands and Creators
reach audiences across multiple social platforms, with a particular emphasis on helping Brands create awareness and engagement with consumers,
with a common framework for measuring the effectiveness and efficacy of their marketing efforts. This solution allows Brands and Creators
to reach specific audiences within social media platforms, including highly targeted followers of specific social media Creators, and
to build retargetable audiences that grow in size and detail, accruing even more value over time.

 15

Julius

Julius, which we acquired in November 2022, is
a SaaS solution that provides strategic marketers at Brands and advertising agencies with access to a database of profiled Creators and
their associated audiences, giving them the ability to enlist Creators to develop and share captivating stories to market their products
and services. Julius provides Brands and agencies a detailed dashboard to measure engagement across all Creator-driven marketing campaigns.
Furthermore, Julius serves as a marketplace allowing e-commerce Brands to automate the process of on-boarding Creators with per-transaction
incentives for enabling e-commerce transactions. Julius is directly integrated with our Fangage solution, completing the circle between
Creators and Brands.

Thuzio

Thuzio, which we acquired in October 2021, is
a solution for creating and executing premium Creator Events and experiences. Thuzio helps Brands and other enterprise customers create
Events with Creators including sports icons and speakers. Thuzio has partnered with Creators across many verticals, including athletes
such as Tiki Barber, Allen Iverson, Scottie Pippen, and Lisa Leslie, comedians such as Jerry Seinfeld, music artists such as Ja Rule and
celebrity chefs such as Marcus Samuelsson.

Metaverz

Our Metaverz offering enables us to transform
live Events, which are typically only enjoyed by a few thousand people, into digital Events, including augmented reality and virtual reality
experiences, that can be experienced by millions of consumers globally. Metaverz provides an array of ways to create digital experiences
featuring Creators and Brands, containing social engagement and gamification features as well as virtual merchandise stores that allow
users to digitally purchase collectibles and memorabilia.

Our Strategic Growth Plans

Overall Market Opportunities in the Greater
Bay Area

The Greater Bay Area comprises the major urban
centers of Guangdong, Hong Kong, and Macau and is one of the world’s largest financial services markets, with an overall economy
size of US$1.98 trillion according to data from the Guangdong Provincial Office of the Leading Group for the Development of the Guangdong-Hong
Kong-Macao Greater Bay Area. This marks a new and higher level in terms of economic aggregate, after the region’s economy surpassed
the thresholds of US$1.69 trillion and US$1.83 trillion in 2021 and 2022 respectively, solidifying its position as the most
dynamic growth engine in the world. The GBA is an area of vast scale and wealth, with the following defining characteristics according
to 2023 Hong Kong Trade Development Council research:

●
Largest GDP in China, GDP of US$1.98 trillion in 2023 and per-capita GDP of US$22,867 in 2022;

●
US$1.98 trillion economy, compared with US$2.1 trillion for Tokyo and US$2.3 trillion for New York; and

●
Population of 86.9 million, compared with 44.4 million in Tokyo and 19.5 million in the New York Metropolitan Area.

Hong Kong is a major financial services hub.
According to 2024 Hong Kong Trade Development Council research, Hong Kong’s stock market was the fourth largest in Asia and
the seventh largest in the world in terms of market capitalisation at the end of August 2024. Hong Kong is the largest offshore RMB clearing
centre in the world. Between January and September 2024, about 80% of global offshore RMB settlements were processed in Hong Kong. At
the end of October, there were 2,623 companies listed on the Hong Kong Exchange (HKEX), with a total market capitalisation of about
US$4.5 trillion, the market capitalization of companies from mainland China listed on the Hong Kong Exchange (HKEX) amounted to over US$3 trillion
in 2023. Companies from mainland China accounted for 76 percent of HKEX’s market capitalization. According to the Hong Kong
Stock Exchange monthly market highlights, it has over 1,400 mainland China listed enterprises as at 31 December 2024.

 16

Mainland investor activity in Hong Kong’s
equity market has grown over the years. According to HKEX data,

●
Average daily turnover (ADT) on Southbound Stock Connect has grown from HK$0.9 billion in 2014 to HK$38.3 billion in the first three quarters of 2024;

●
Between July 2023 and September 2024, Southbound Stock Connect recorded 15 consecutive months of net buying activity, indicating growing demand from Mainland China investors; and

●
Since 2018, the market capitalisation of securities portfolios held through Southbound Stock Connect has grown from HK$789 billion to HK$3.4 trillion by the end of the third quarter of 2024.

●
In September 2024, Mainland investors could trade a total of over 550 Hong Kong-listed securities through Shanghai and Shenzhen Connect, nearly double the number of eligible securities at the launch of Southbound Stock Connect in 2014.

According to the 2023 China Private Wealth Report
published by China Merchants Bank, the total size of China’s individual investable assets reached RMB278 trillion (US$39 trillion)
in 2020, a compound annual growth rate of 7% from 2020 to 2022 and was expected to reach RMB300 trillion (US$42.2 trillion)
by the end of 2024. Meanwhile, in 2022, the number of Chinese HNWIs with investable assets of RMB 10 million or more reached 3.16 million,
with a CAGR of 10% from 2020 to 2022. Their investable assets totaled RMB 101 trillion, or RMB 31.83 million in average per person. The
number of Chinese HNWIs and their investable assets are expected to grow at a CAGR of about 11% and 12% respectively in the next two years.

With China a significant strategic growth opportunity
for many global and regional financial institutions, may players have opted to access China opportunities through Hong Kong via an ‘offshore’
model. Offshore investment channels through Hong Kong continues to be an attractive way for servicing Chinese wealth given the various
inbound and outbound investment channels as mentioned earlier. In addition, Hong Kong is a popular offshore investment and service location
given its high connectivity, diversified talent pool, effective legal system, competitive tax regime, and supportive regulatory environment.
The fast-growing affluent population in China, especially in the Greater Bay Area will be the new growth driver for international asset
and wealth managers in the coming years.

Cross-Border Wealth Management Connect

On June 29, 2020, the People’s Bank
of China, the Hong Kong Monetary Authority (HKMA) and the Monetary Authority of Macau jointly announced the introduction of the cross-boundary wealth
management connect pilot scheme (Wealth Management Connect scheme) in the GBA, which will allow residents in the GBA to invest in wealth
management products distributed by banks across the region. The scheme helps promote investment diversification and facilitate capital
flow within the GBA, promote RMB internationalization and strengthen Hong Kong’s status as an offshore RMB hub.

According to the implementation rules of the Wealth
Management Connect scheme published by The People’s Bank of China in September 2021, there will be an aggregate investment
quota of RMB150 billion in each of the “northbound Connect” and “southbound Connect” schemes, with an individual
investment quota up to RMB1 million. Recognized investment products under the “Northbound Scheme” include fixed income
(primarily bonds and deposits) and equity wealth management products, along with public securities investment funds with low or medium
risk rating. Complex investment products with high volatility or leverage are currently excluded. The scheme is expected to facilitate
a total fund flow of RMB300 billion (US$47 billion) in the sale of investment products. As at the end of August 2023, the amount
of cross-boundary fund remittances (including Hong Kong and Macao) under Cross-boundary WMC was RMB6.31 billion, the quota usage of which
was far from the aggregate quota under the Southbound and Northbound Schemes (i.e. RMB300 billion).

 17

According to press release from the Hong Kong
Government in November 2023, cross-boundary WMC has seen steady development since its launch. Hong Kong banks engaging in retail banking
or private banking businesses and registered with the Securities and Futures Commission (SFC) for relevant regulated activities can participate
in Cross-boundary WMC. Twenty-four eligible Hong Kong banks have commenced relevant businesses with their respective Mainland partner
banks.

According to the statistics as of end-October
2023 published by the People’s Bank of China, 62,900 individual investors in the GBA participated in Cross-boundary WMC, including
44,600 from Hong Kong and Macao and 18,300 from the Mainland, recording a total of more than 35,000 cross-boundary fund remittances (covering
Hong Kong and Macao) amounting to over RMB8.65 billion. The aggregate quota usage under the Southbound Scheme and Northbound Scheme (covering
Hong Kong and Macao) was over RMB2.33 billion and RMB250 million respectively (calculated on a net cross-boundary remittance basis). Since
the resumption of normal travel between the Mainland, Hong Kong and Macao, the Southbound business has seen significant growth. In the
first 10 months of 2023, the number of new individual investors participating in Cross-boundary WMC exceeded 6,400, representing an increase
of 70 per cent over the same period of 2022. Cross-boundary fund remittances amounted to over RMB6.2 billion, having increased more than
fivefold over the same period of 2022.

Future expansion plan to China

In April 2024, the China Securities Regulatory
Commission (CSRC) announced five measures to support Mainland-Hong Kong connectivity. The five measures include:

●
Expanding the scope of eligible ETFs under Stock Connect that more ETFs can be included in Stock Connect, attracting more investors to participate in cross-border trading and supporting the development of Hong Kong as an international asset management centre;

●
Including REITs into Stock Connect to enhance liquidity, offering investors more opportunities to diversify and invest in the real estate sector;

●
Supporting the inclusion of RMB-denominated stocks into Southbound Stock Connect launched on 19 June 2023, which offers Hong Kong investors a choice of trading the shares of Hong Kong-listed companies in either HKD or RMB;

●
Optimising mutual recognition of funds to promote the moderate relaxation of the proportion limit for cross-border sales of mutual recognition of funds (MRF) and optimize the MRF arrangement to better meet the needs of investors in Mainland China and Hong Kong; and

●
Supporting the listing of leading Mainland companies in Hong Kong to further strengthen communication and coordination with relevant departments to support eligible leading Mainland companies in listing and financing in Hong Kong.

With the business opportunities brought by the
Mainland-Hong Kong connectivity and Wealth Management Connect scheme, and the upcoming Insurance Connect introduced by the China Insurance
Regulatory Commission, China will be one of our focus areas with an increasing addressable market and opportunity set.

We intend to leverage the Group’s two decades
of experience operating in China. We are particularly well-positioned to capture the emerging opportunities. Currently, we do not
have any Chinese operating companies and we do not plan to use “variable interest entities,” or VIEs, in the future to conduct
our operations. While we have no operations in China, it is and will continue to be part of our strategy to market and sell our products
and services to Chinese customers located in mainland China from its Hong Kong based operating subsidiaries through partnerships
or customer referrals.

After a 6-month project with a consulting
firm to study our capability and competitive advantages, we identified four strategic enablers, including (1) partnership development;
(2) establishing a lead management platform; (3) establishing a service center for our customers; and (4) digital marketing.
Multiple collaboration models have been designed, with potential partners identified for implementation. We intend for these initiatives
to drive business growth through customer acquisition and cross-selling combined with increased use of data analytics.

Strategic Enablers to Capture GBA Opportunities

China B2B Partnership for Customer Acquisition

 18

We intend to upsell selected customers simple
insurance products through our local insurance brokerage channel, by using free insurance protection products to attract customers, and
then conducting customer behavioral analysis and product matching. Based on the analysis of social media interaction and digital marketing,
we market our international and partnership offerings to customers who demonstrate interest and refer them to our network of financial
advisors in Hong Kong for cross-selling of other financial products and investment portfolio recommendations. We intend to periodically
review our referral mechanisms to ensure their continued effectiveness.

We are currently in active discussions to establish
a strategic partnership with a top asset manager (the “Potential Partner”) in China to provide offshore insurance solutions
to the Potential Partner’s over 20 million nation-wide customers. The Potential Partner serves both individual affluent
and high-net-worth customers as well as institutions. Our management believes a strategic partnership with the Potential Partner
has the potential to increase our AUM and competitiveness by expanding the types of local and overseas investment vehicles available to
it and to further penetrate its existing customer database.

Service Centre for Customer and Partner Servicing

Leveraging our existing China local insurance
brokerage licenses, sales teams and infrastructure, we intend to build a business platform to acquire mainland China customers through
referrals and to establish new partnerships.

We intend to transform our existing shared service
center to (i) provide post-sales services to mainland China customers who have purchased Hong Kong insurance products;
and (ii) institutionalize our capabilities to form B2B partnerships in mainland China. We intend to build a lead management tool
to recommend new and personalized insurance products to customers, which we intend to be a key priority for 2025 and beyond.

Leverage Our Technology, Tools and Features
to Continue to Attract and Engage Creators, Brands and Users and Build a Robust Ecosystem

We intend to continue leveraging our integrated
global platform to maximize the growth potential of our business. The proliferation of digital content and engagement with such content,
and the convergence of live entertainment and digital technologies, have expanded use cases, exposure and monetization opportunities for
our Technology Platform and our customers. We believe that our integrated capabilities and global reach allow us to deepen relationships
with existing Brands, Creators and Users and attract new Brands, Creators, Users and partners.

We believe that the suite of tools and features
that we offer are a key differentiator as we work to grow the scope and depth of engagement from Creators, Brands and users and continue
to expand our ecosystem. We believe our Technology Platform delivers digital distribution tools that enable Creators and Brands to control
how their content reaches a broad audience through multiple social media channels. Together with our analytical capabilities that track
user engagement, we provide the opportunity for Creators and Brands to monetize content across multiple digital platforms including Facebook,
Instagram, TikTok, Snapchat, YouTube, Twitter and more, which by extension generates revenue opportunities for us.

We believe our investments in AI-powered tools
for content development, moderation, distribution and audience management on our Technology Platform allow us to deliver a robust solution
to attract Creators and Brands. Our suite of tools allows for creative content development and distribution, as well as targeted interaction
by Brands. Sophisticated algorithms based on natural language datasets created through engagement with hundreds of millions of users allow
us to providers users with reach and measurement tools that we consider a key differentiator. On behalf of Brands, our AI-powered tools
and algorithms allow for the creation and execution of immersive brand experiences that leverage the growing power of Creators and reach
across the customer journey, from awareness to purchase to loyalty programs.

We plan to continue to invest and learn from our
experiences to build features designed to separate us from our competition, with the goal of being the go-to platform for Creators seeking
to distribute and monetize their content and for Brands to reach consumers through targeted engagement.

Over time, we believe we can play a key role in
altering the creator economy so more economic return flows directly to the artists, influencers, athletes, celebrities and every-day users
creating content and less flows to the big-tech intermediaries that dominate today.

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Expand Our Experiential Offerings in Ways
That Create Revenue Opportunities, Build Our Brand and Culture and Fuel Our Ecosystem

We have observed that younger demographics are
increasingly prioritizing concerts, sports, and other entertainment options over material goods. According to a study conducted by Expedia
and the Center for Generational Kinetics, LLC, 74% of Americans aged 18-65 polled place more value on experiences than products or things.
Because we deliver live and digital entertainment through our Technology Platform, we believe we are well positioned to take advantage
of these continuing secular trends and create new offerings and investment opportunities.

Other live Events we produce are a source of content
that afford us with opportunities to promote and leverage our Technology Platform and build our brand, in addition to being revenue generative
in and of themselves. We believe these Events, featuring well-known names in music and athletics, attract individuals and businesses to
our ecosystem and drive user engagement, and position us where we believe consumer interest is trending. We believe that these Events
are exciting to our users, offer sponsorship and engagement opportunities for Brands, and provide inspiration to Creators. Combined with
our suite of tools to market these Events on the Triller app, TrillerTV, and other social media platforms, we intend to continue to seek
to monetize the interest in these Events and related content.

We also seek to position ourselves to take advantage
of the growing demand for content. Through our owned and licensed entertainment and media products, our distribution platforms and our
integration with third-party platforms, we believe we are positioned at the center of this demand. As new distribution models and technologies
have broadened access and enhanced the consumer experience, premium content values have increased. Through our Technology Platform, Events
and content and distribution properties, we seek to foster value creation, for us and both the artists and influencers that use our Technology
Platform.

Invest in Adjacent High Growth Industry
Segments

Our global Technology Platform has enabled us
to enter new, fast-growing industry segments where we are able to leverage long-standing business partnerships and relevant commercial
insights to accelerate scale. Our Technology Platform allows us to identify areas of growth early and benefit from constant technological
disruption. Our existing footprint helps to facilitate organic investment in new adjacent industry segments. We plan to execute upon these
opportunities as they emerge in the future.

Emphasize Strategic Growth Through Mergers
and Acquisitions on Our Technology Platform

Our mergers and acquisitions strategy has been
focused on investing in intellectual property and acquiring capabilities for our Technology Platform. We will continue to invest in mergers
and acquisitions to complement our internal capabilities and enhance the value of our Technology Platform. We believe that owning a highly
curated intellectual property asset base and global capabilities set further enhance the ecosystem connectivity that makes our Technology
Platform the ideal home for numerous future acquisition targets that fit the profile of our investment strategy. We also will opportunistically
seek to monetize and or dispose of certain assets, if needed. We also believe that the insights that we have gained from our position
in the content ecosystem, social media landscape and e-commerce business give us access to a vast amount of information that informs our
investment activities and has the potential to provide access to proprietary acquisition and investment opportunities.

Our management team also has the combined experience
of executing more than $50 billion in transactional value in content and technology mergers and acquisitions. Collectively, we believe
these insights and experience position us well to evaluate targets and identify synergies and growth potential. We seek to leverage the
experience and relationships of our management team, creative incentive structures to our partners and our portfolio of assets to attract
Brands and Creators to our Technology Platform. This experience, together with learnings from our acquisitions to date and insights gained
from our position in the content ecosystem, give us access to a vast amount of information that can help us assess acquisition targets.

 20

Creating an Ecosystem Empowered by Fintech

Hong Kong’s Fintech Landscape

In July 2018, the HKMA introduced the “Open
API Framework” to facilitate the development and wider adoption of application programming interfaces or APIs by the banking sector.
The Open API functions include product information, customer acquisition, account information and transactions. The HKMA also launched
the Faster Payment System in September 2018 to facilitate real-time payments and fund transfers between banks and stored value
facility operators with the use of a recipient’s mobile number or email address as an account proxy. We believes that, with the
on-going business integration with the GBA, Hong Kong is likely to see further liberalization in the financial services sector
in the coming years, especially in relation to the use of financial technologies.

In July 2018, the HKMA introduced the “Open
API Framework” to facilitate the development and wider adoption of application programming interfaces or APIs by the banking sector.
The Open API functions include product information, customer acquisition, account information and transactions. The HKMA also launched
the Faster Payment System in September 2018 to facilitate real-time payments and fund transfers between banks and stored value
facility operators with the use of a recipient’s mobile number or email address as an account proxy. We believes that, with the
on-going business integration with the GBA, Hong Kong is likely to see further liberalization in the financial services sector
in the coming years, especially in relation to the use of financial technologies.

Group Synergy to be Realized Leveraging
on Existing Infrastructure and Partners

To provide a seamless customer journey, increase
customers’ stickiness and deepen their share wallet, Our future strategic focus intends to create an integrated digital ecosystem
by leveraging existing infrastructure, customers and partners.

We intend to realize synergies across different business units by:

●
focusing on product portfolio enhancements, including endowment insurance and investment fund savings plans;

●
leveraging the flexibility offered by different financing options, including insurance premium financing, point-of-sale consumer credit, personal credit facility or mortgage financing; and

●
using the IFA sales team as a large distribution channel.

Our digital platform is one of its core customer
acquisition engines which we intends to further equip with functionalities including a cash management tool for customers, and a transaction
platform that encompasses insurance and investment products, retail consumption, medical appointments, content marketing and social sharing.

By targeting customers’ needs at various
life stages, we intends to provide a one-stop service to customers while enhancing its cross-selling business opportunities.
Further collaboration will also be sought in the future with its local partners and overseas fintech investments. Fintech will continue
to invest in fintech developments to improve its capabilities and attract local and global business partners.

Our Corporate Information

We were originally incorporated on October 8, 2018 in the British Virgin
Islands as a special purpose acquisition company under the former name of AGBA Acquisition Limited (“AAL”). In connection
with the consummation of the Business Combination (as defined below), we changed our name from “AGBA Acquisition Limited”
to “AGBA Group Inc.”. On October 15, 2024, the Company consummated the merger transaction with Triller Corp., a Delaware corporation,
pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024, as amended, by and between AGBA,
its wholly owned subsidiary AGBA Social Inc., Triller Corp. and Bobby Sarnevesht, as sole representative of the Triller Corp. stockholders.
Our principal executive office is located at 7119 West Sunset Boulevard, Suite 782 Los Angeles, CA.

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Intellectual Property

We own domain names and trademarks. We are currently
in the process of re-branding our business and as part of this exercise, AGBA is in the process of obtaining domain names and trademark
registrations for its new brands, such as “TAG,” “OnePlatform,”, “AGBA Focus”, “AGBA Perform”
and “AGBA Group,” among others.

Our intellectual property includes the “Triller,”
“Triller Fight Club,” “TrillerFest,” “TrillerTV,” “FITE,” “Cliqz”, “Fangage”,
“Julius” and “Thuzio” Brands in addition to the trademarks and copyrights associated with our content, Events,
and the rights to use the intellectual property of our commercial partners. Substantially all of our IP and owned assets that we acquire
are protected by trademarks and copyright, whether registered or unregistered. To protect its existing and potential, future
intellectual property, we have entered into confidentiality and proprietary rights agreements with employees, consultants, contractors
and business partners; employees and contractors are also subject to invention assignment provisions. As part of its contracting process
with third parties, we use contract terms such as limited licenses, restrictions on use, and confidentiality, as additional measures to
protect its intellectual property.

Facilities

Our headquarters in Hong Kong was originally
located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong, which cover approximately 40,000 square feet pursuant to an operating
lease in a term of 6 years that was expired in February, 2026. The headquarters in Hong Kong is located at 20/F. FOYER, 625 King’s
Road, North Point, Hong Kong, which cover approximately 12,000 squares feet pursuant to an operating lease in a term of 4 years that will
expire in November 2029.

The lease agreement for the building, between Island Land Development Limited, as landlord, was executed on December
4, 2025. We believe our current facility is suitable and adequate to meet our current needs.

Employees

As of December 31, 2025, we had 144 full-time and
full-time equivalent employees. None of the employees are represented by a labor union, and we consider our employee relations to be good.

Website Access to Company’s Reports and
Disclosure Information

Our internet website address is https://www.agba.com,
to which we regularly post copies of our press releases as well as additional information about us. Our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports filed, will be available to you free of charge
through the Investors section of our website as soon as reasonably practicable after such materials have been electronically filed with,
or furnished to, the Securities and Exchange Commission (the “SEC”). The SEC maintains an internet site (http://www.sec.gov)
that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference. Information contained in our
website does not constitute a part of this report or our other filings with the SEC.