UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~ 2024

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38909

~~AGBA~~ TRILLER GROUP ~~HOLDING LIMITED~~INC.

(Exact name of registrant as specified in its charter)

British Virgin Islands N/A (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Delaware		33-1473901
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

AGBA Tower 68 Johnston Road Wan Chai, Hong Kong SAR		N/A
7119 West Sunset Boulevard, Suite 782 Los Angeles, CA		N/A
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ~~+852 3601 8000~~310-893-5090

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, $0.001 par value	AGBA	The Nasdaq Stock Market LLC
Common Stocks, $0.001 par value	ILLR	NASDAQ Capital Market
Warrants, each warrant exercisable for one-half of one Ordinary Share for $11.50 per full share	AGBAW	The Nasdaq Stock Market LLC
Warrants, each warrant exercisable for one-quarter of one share of Common Stock for $23.00 per full share	ILLRW	NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ ☐ No ☐☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)1. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At June 30, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the ordinary shares of the registrant held by non-affiliates of the registrant was $1358,~~594~~706,~~412~~055.

The number of shares of the ordinary shares of the registrant outstanding as of ~~March~~January 2621, ~~2024~~2026 was 74 197,~~391~~266,~~357~~991.

DOCUMENTS INCORPORATED BY REFERENCE

None.

1TRILLER GROUP ~~The previous compensation made to the executive officers during the fiscal year ended December 31, 2021, was not incentive-based, and therefore, this box is unchecked~~INC.

AGBA GROUP HOLDING LIMITED

FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, ~~2023~~2024

PART I		1
Item 1.	Business	1
Item 1A.	Risk Factors	1121
Item 1B.	Unresolved Staff Comments	3591
Item 1C.	Cybersecurity	3591
Item 2.	Properties	3692
Item 3.	Legal Proceedings	3793
Item 4.	Mine Safety Disclosures	3796
PART II		3897
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3897
Item 6.	[Reserved]	3998
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3998
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58115
Item 8.	Financial Statements and Supplementary Data	58115
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	58115
Item 9A.	Controls and Procedures	59115
Item 9B.	Other Information	59116
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	59116
PART III		60117
Item 10.	Directors, Executive Officers and Corporate Governance	60117
Item 11.	Executive Compensation	64120
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	66122
Item 13.	Certain Relationships and Related Transactions, and Director Independence	67123
Item 14.	Principal Accounting Fees and Services	69125
PART IV		70126
Item 15.	Exhibits, Financial Statement Schedules	70126
Item 16.	Form 10-K Summary	71126

FREQUENTLY USED TERMS

Unless otherwise stated in this Annual Report on Form 10-K or unless the context requires otherwise, references in this annual report to:

● “~~AAL~~B2B” means ~~AGBA~~TAG ~~Acquisition~~International Limited, ~~our~~a ~~predecessor~~BVI business company ~~prior~~and towholly-owned ~~the~~subsidiary ~~consummation~~ of the ~~Business Combination~~Company;

● “~~AGBA,~~B2BSub” ~~“we,”~~means ~~“us,”~~TAG ~~“our,”~~Asset ~~“our~~Partners ~~company”~~Limited, ~~“the~~a ~~Company”,~~BVI ~~“the~~business ~~Group”~~company and ~~any~~wholly-owned ~~similar~~subsidiary ~~term~~of ~~means AGBA Group Holding Limited~~B2B;

● “Business Combination Agreement” means that certain Business Combination Agreement dated November 3, 2021 by and among AAL, B2B, B2BSub, HKSub, OPH, Fintech, and TAG, TAG International Limited, TAG Asia Capital Holdings Limited, and their collective subsidiaries, as amended on November 18, 2021, January 4, 2022, May 4, 2022, and October 21, 2022, and as may be further amended, supplemented or otherwise modified from time to time, and its schedules and exhibits thereto;

● “Business Day” means any day (except any Saturday, Sunday, or public holiday) on which banks in New York City, New York are open for business;

●

“BVI” means the British Virgin Islands;

● “BVI Companies Law” means the BVI Business Companies Act, 2004 (as amended from time to time);

●

“China,” “mainland China,” or the “PRC” means the People’s Republic of China;

●

“Convoy Global” means Convoy Global Holdings Limited, TAG’s ultimate parent company;

●

“COVID-19” means the novel coronavirus, SARS-CoV-2;

●

“Exchange Act” means the Securities Exchange Act of 1934, as amended;

●

“fintech” means financial services technology;

●

“Fintech” means TAG Asia Capital Holdings Limited;

●

“Greater Bay Area” or “GBA” means the geographic region comprising Macau, Guangzhou, Shenzhen, and the surrounding area;

●

“HKCC” means Hong Kong Credit Corporation Limited;

●

“HKSub” means OnePlatform International Limited, a Hong Kong company and wholly-owned subsidiary of B2BSub;

●

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China;

●

“Hong Kong Dollars” or “HK$” means the lawful currency of Hong Kong;

● “IPO” means the initial public offering of ~~AAL~~AGBA Acquisition Limited, completed on May 16, 2019;

● “Legacy Group” means Convoy Global Holdings Limited and its subsidiaries and affiliates, which do not include AGBA or any of its subsidiaries, B2B, B2BSub, and HKSub;

●

“Nasdaq” means the Nasdaq Capital Market;

● “~~ordinary shares~~OIP” ~~or “AGBA Shares”~~ means ~~the~~OnePlatform ~~ordinary~~International ~~shares~~Property ~~of AGBA, US$0.001 par value per share~~Limited;

●

“OPH” means, as the context requires, OnePlatform Holdings Limited prior to the OPH Merger, and, B2B following the OPH Merger;

●

“OPH Merger” means the merger of OPH with and into HKSub, with HKSub as the surviving entity, which completed on August 11, 2022;

●

“PCAOB” means the Public Company Accounting Oversight Board of the United States;

● “~~OPH~~Private Placement Units” means ~~OnePlatform~~private ~~Holdings~~units ~~Limited~~held by the Sponsor, which were acquired by the Sponsor at the consummation of the IPO;

●

“Private Warrants” means warrants sold as part of the Private Placement Units at the consummation of the IPO;

●

“Public Warrants” means public warrants of the Company trading on Nasdaq;

●

“SEC” or “Securities and Exchange Commission” means the Securities and Exchange Commission of the United States;

●

“Securities Act” means the Securities Act of 1933, as amended;

●

“Sponsor” means AGBA Holding Limited;

●

“TAG” means TAG Holdings Limited;

●

“TAG Business” means, B2B and Fintech together, in each case including each such entity’s respective subsidiaries;

●

“ILLR Shares” means the common stock of the Company, US$0.001 par value per share;

●

“Transfer Agent” or “Continental” means Continental Stock Transfer & Trust Company;

● “U.S. Dollars,” “USD,” and “US$” means the legal currency of the United States; ~~and~~

● “U.S. GAAP” means the accounting principles generally accepted in the United States.; and

●

“Yorkville” means YA II PN, LTD, a Cayman Islands exempt limited partnership.

FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K, including the information incorporated herein by reference, contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements about the anticipated benefits of the Business Combination described herein, and the financial condition, results of operations, earnings outlook, and prospects of Company. In addition, any statements that refer to projections, forecasts, or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might”, “ongoing,” “outlook,” “plan,” “possible”, “potential,” “predict,” “project,” “should”, “strive”, “would”, “will,” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of the Company and its management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

● ~~the~~expectations ~~Company’s~~regarding our strategies and future ~~capital~~financial ~~requirements~~performance, including its future business plans or objectives, prospective performance and ~~sources~~opportunities and competitors, revenues, products, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives and pursue acquisition opportunities;

● the ~~Company’s~~outcome ~~ability~~of toany ~~obtain~~legal ~~funding~~proceedings orthat ~~raise~~may ~~capital~~be ~~for~~instituted ~~its~~against ~~operations and future growth, in particular to fund capital expenditures, acquisitions and other general corporate activities~~us;

● ~~estimated~~the ~~future~~risk ~~capital~~that ~~expenditures~~recent ~~needed~~acquisitions toor ~~preserve~~any proposed transactions disrupt our current plans and/or operations, including the ~~Company’s~~risk ~~capital~~that ~~base~~we do not complete any such proposed transactions or achieve the expected benefit from them;

● ~~economic~~the ~~downturns~~ability ~~and~~to recognize the ~~possibility~~anticipated benefits of ~~rapid~~recent ~~change~~acquisitions inor ~~the~~any ~~industry~~proposed intransaction, which ~~the~~may ~~Company~~be ~~operates~~affected by, among other things, competition, our ability to grow and manage growth profitably, and retain key employees;

● ~~assumptions~~costs ~~regarding~~related ~~interest~~to ~~rates~~being a public company, acquisitions, commercial collaborations and ~~inflation~~proposed transactions;

● ~~product~~limited ~~liability~~liquidity orand ~~regulatory~~trading ~~lawsuits~~of orour ~~proceedings~~common ~~relating to the Company’s products and services~~stock;

● ~~inability~~geopolitical torisk ~~secure~~and orchanges ~~protect~~in ~~its~~applicable ~~intellectual~~laws ~~property~~or regulations;

● ~~dispute~~the orpossibility ~~deterioration~~that ofwe ~~the~~may ~~relationship~~be ~~with~~adversely ~~the~~affected ~~Company’s~~by ~~major~~other ~~partners~~economic, business, and/or ~~collaborators~~competitive factors;

● ~~the~~risks ~~outcome~~relating ofto ~~any legal proceedings that may be instituted against~~ the ~~Company~~uncertainty ~~following completion~~ of ~~the~~our ~~business~~projected ~~combination~~financial ~~and transactions contemplated thereby~~information;

● ~~the~~risks ~~ability~~related to ~~maintain~~ the ~~listing~~organic ofand ~~its~~inorganic ~~ordinary~~growth ~~shares~~of onour business and the ~~Nasdaq~~timing ~~Capital~~of ~~Market~~expected ~~(“Nasdaq”)~~business milestones;

● ~~the~~ risk that the ~~Business~~COVID-19 ~~Combination~~pandemic, ~~disrupts~~and ~~current~~local, ~~plans~~state, federal and international responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations;

● ~~the~~litigation ~~ability~~and toregulatory ~~recognize~~enforcement ~~the~~risks, ~~anticipated~~including ~~benefits of~~ the ~~business~~diversion ~~combination,~~of ~~which~~management ~~may~~time beand ~~affected~~attention ~~by, among other things, competition,~~ and the ~~ability~~additional ofcosts ~~the Company to grow~~ and ~~manage~~demands ~~growth~~on ~~profitably~~our resources; and

● ~~costs~~the ~~related~~inability to maintain the ~~business~~listing ~~combination;~~of our common stock on Nasdaq.

● the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows after the business combination; and

● other risks and uncertainties indicated in this report, including those set forth under Part I, Item 1A.“Risk Factors.”

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by the management of the Company prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the business combination or other matters addressed in this Annual Report on Form 10-K and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this Annual Report on Form 10-K or to reflect the occurrence of unanticipated events.

iii

PART I

ITEM 1. BUSINESS

Overview

~~AGBA~~We are ~~Group~~a ~~Holding Limited~~global, ~~together~~artificial ~~with~~intelligence ~~its wholly-owned~~(“AI”) ~~subsidiaries~~powered technology platform (“Technology Platform”) that serves a broad constituency of Creators and Brands around the world. “~~Company~~Creators” include influencers, artists, athletes, other individuals and public figures that utilize or have utilized our Technology Platform to create and publish content. Numerous famous Creators use our Technology Platform, including influencers like Charli D’Amelio and Bryce Hall and music artists like The Weeknd. “weBrands” are companies, “products or product lines which are active on our Technology Platform and utilize or have utilized one or more of our products or services offered through our Technology Platform (“Direct Brands”), or companies, products or product lines whose associated data we track, report on and make available to our clients as part of one or more of our product offerings (“usTracked Brands,” and collectively with Direct Brands, “~~AGBA~~Brands”). ~~is a~~Brands ~~leading~~that ~~wealth~~have ~~management~~utilized or ~~and~~continue ~~healthcare~~to ~~institution~~utilize ~~based~~our inplatform ~~Hong~~include ~~Kong~~McDonalds, ~~servicing~~Pepsi, ~~over~~Walmart, ~~400~~L’Oréal,~~000 individual~~ Puma, Charmin and ~~corporate~~Major ~~customers~~League Baseball.

We help ~~currently~~both ~~operate~~Creators inand ~~four~~Brands ~~market~~build relationships with their audiences to create awareness, drive content consumption, generate commerce and build culture. Our Triller app is a short-~~leading~~form ~~businesses:~~video app similar to TikTok, Instagram Reels, YouTube shorts and other video apps that allow users to access both user generated and professionally generated content from Creators around the world. Since our inception through September 30, 2023, we have raised more than $420 million in capital and established more than 327 million Consumer Accounts on the Triller app and a total of 436 million Consumer Accounts on our Technology Platform. ~~Business~~“Consumer Accounts” are included when consumers create accounts on a Triller brand or owned property and also when we employ our Technology Platform to create accounts on behalf of our Brands and Creators. We define Consumer Accounts as the total number of individual Consumer Accounts recorded in databases across the Triller app, ~~Distribution~~TrillerTV ~~Business~~and BKFC (whether they are active or inactive on our Technology Platform) at or around the time of measurement, ~~Healthcare~~that ~~Business~~we track and that are able to benefit from the services and features offered through our Technology Platform during the reported period. Users that simply accessed or viewed our content or partner content on our platform or any other social media platform are not included in the total number of Consumer Accounts above. Consumer Accounts that were created prior to acquisition by us are not included in the total number of Consumer Accounts above. Recently, we elected to take a proactive approach to the way in which we report our Consumer Accounts, which we believe is uncommon in our industry. While we believe that many social media companies include a significant number of “bot” accounts or “duplicate” accounts in their user metrics, we undertook a robust process to purge as many duplicate and ~~Fintech~~bot ~~Business~~accounts as practicable with our resources and in doing so we purged in excess of 200 million Consumer Accounts from our total user accounts metric.

~~Since~~Alongside the ~~2019~~Triller app, weTriller ~~have~~has ~~implemented~~dramatically aexpanded ~~strategy~~its ~~to expand~~portfolio ~~and~~of ~~upgrade~~offerings ~~our~~through ~~long-standing~~organic ~~broker-dealer~~growth ~~business~~and ~~into~~strategic acquisitions becoming a ~~platform~~diversified ~~business~~Technology ~~and~~Platform afor the creation, distribution, ~~business.~~measurement ~~Today~~and monetization of digital, welive ~~offer~~and ~~unique~~virtual content. ~~product~~It also produces content under its own and ~~service~~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.

-We ~~B2B:~~operate ~~tech-enabled~~within ~~broker~~the ~~management~~global ~~platform~~digital content ~~for~~marketplace, ~~advisors~~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 “~~Platform~~The ~~Business~~creator economy could approach half-a-trillion dollars by 2027.”); Our revenue was $27.5 million and $54.2 million in the fiscal years ended December 31, 2024 and 2023. We have incurred net losses in each year since our inception, including $1,138.0 million and $49.2 million for the fiscal years ended December 31, 2024 and 2023, respectively.

-Through our ~~B2C:~~subsidiaries ~~market~~in ~~leading~~Hong ~~portfolio~~Kong, ofwe are also a leading wealth management and ~~health~~ ~~products~~healthcare ~~(“Distribution~~institution ~~Business”).~~based in Hong Kong servicing over 400,000 individual and corporate customers.

WeIn addition ~~also~~to ~~have~~operating ~~a market leadership in~~ our ~~healthcare business~~Technology ~~through~~Platform, ~~our~~we 4%currently ~~stake~~operate in ~~and~~four amarket-leading ~~strategic~~businesses: ~~partnership~~our ~~with~~Platform ~~HCMPS.~~Business, ~~It is one of the most reputed healthcare brands in Hong Kong.~~Distribution ItBusiness, ~~has~~Healthcare ~~four~~Business, ~~self-operated medical centers~~ and aFintech ~~network of over 700 healthcare service providers~~Business.

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.1

~~History~~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:

~~On November 14, 2022, AGBA Acquisition Limited,~~- orB2B: ~~AAL,~~tech-enabled abroker ~~British~~management ~~Virgin~~platform ~~Islands’~~for ~~corporation~~advisors ~~and~~(“Platform ~~a special purpose acquisition company, consummated a series of transactions contemplated by the~~ Business”); ~~Combination Agreement.~~and

~~Upon the Closing of Business Combination~~- B2C: ~~(i) AAL became,~~market ~~through~~leading anportfolio ~~acquisition merger, the 100% owner~~ of ~~the~~wealth ~~issued~~ and ~~outstanding~~health ~~securities~~products ~~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~~Distribution ~~Acquisition Limited” to “AGBA Group Holding Limited” which is our current name and which we also refer to, post-~~Business ~~Combination, as “AGBA~~” ~~or the “Group~~).”

~~On December 28, 2023, AGBA held its 2023 annual~~We ~~meeting~~also ofhave ~~shareholders.~~a ~~Shareholders~~market ~~approved~~leadership ~~the~~in ~~increase~~our ofhealthcare ~~the~~business ~~number~~through ofour ~~authorized~~4% ~~ordinary~~stake ~~shares~~in ofand ~~the~~a ~~Company~~strategic ~~from~~partnership ~~200,000,000 to~~with ~~1,000,000,000~~HCMPS. ~~ordinary~~It ~~shares~~is byone ~~adopting an amendment (~~of the ~~“Amendment”)~~most toreputed ~~the~~healthcare ~~fifth~~brands ~~amended~~in ~~and~~Hong ~~restated memorandum and articles of association~~Kong. OnIt ~~December~~has ~~28,~~a ~~2023,~~network ~~the~~of ~~Company~~over ~~filed~~700 ~~the~~healthcare ~~Amendment~~service ~~with the British Virgin Islands Registrar of Corporate Affairs~~providers.

1Finally, 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.

~~Current Operation~~History

WeOn November 14, ~~currently~~2022, ~~operate~~AGBA Acquisition Limited, or AAL, a British Virgin Islands’ company and ~~comprise~~a ofspecial ~~four~~purpose ~~major~~acquisition company, ~~businesses:~~consummated a series of transactions contemplated by the Business Combination Agreement.

1.Upon the ~~Platform~~Closing of Business Combination : we(i) AAL ~~operate~~became, asthrough aan ~~“financial~~acquisition ~~supermarket”~~merger, ~~offering~~the ~~over~~100% 1owner of the issued and outstanding securities of each of TAG International Limited,~~800~~ ~~financial~~TAG ~~products~~Asia toCapital aHoldings ~~large~~Limited, ~~universe~~and their collective subsidiaries; (ii) the governing documents of ~~retail~~AAL were amended and ~~corporate~~restated, ~~customers~~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.”

2Triller Group Inc. ~~Distribution~~(“ILLR”, ~~Business:~~“Triller ~~our~~Group”, ~~powerful~~or ~~financial~~the ~~advisor~~“Company”) ~~business~~(formerly isAGBA ~~the~~Group Holding ~~largest~~Limited in(“AGBA”)) ~~the~~was ~~market,~~incorporated ~~it engages~~ in the ~~personal~~State ~~financial advisory business (including advising and sales~~ of aDelaware ~~full~~on ~~range~~October of15, ~~financial~~2024, ~~services~~so ~~products~~as ~~including~~to ~~long-term~~redomicile ~~life~~AGBA’s legal ~~insurance,~~jurisdiction ~~savings~~from ~~and~~British ~~mortgages),~~Virgin ~~with~~Islands ~~additional~~to ~~internal~~the ~~and~~State ~~external~~of ~~channels being developed and added~~Delaware.

3On October 15, 2024, the Company consummated the merger transaction with Triller Corp., ~~Healthcare~~a ~~Business:~~Delaware ~~through~~corporation ~~our~~(“Triller”), pursuant 4%to ~~stake~~that incertain Amended and aRestated ~~strategic~~Agreement ~~partnership~~and ~~with~~Plan ~~HCMPS~~of Merger, ~~operating~~dated as ~~one~~ of ~~the~~August ~~largest~~30, ~~healthcare~~2024, ~~management~~as ~~organizations~~amended in (the ~~Hong~~“Merger Agreement”), ~~Kong~~by and ~~Macau~~between ~~region~~AGBA, ~~with~~its ~~over~~wholly ~~800~~owned ~~doctors~~subsidiary inAGBA ~~its~~Social ~~network~~Inc. ~~Established~~(“Merger ~~in 1979~~Sub”), itTriller isCorp. and ~~one~~Bobby ofSarnevesht, ~~the~~as ~~most~~sole ~~reputed~~representative ~~healthcare~~of ~~brands~~the inTriller ~~Hong~~Corp. ~~Kong~~stockholders.

~~4. Fintech~~ Platform Business: we have an ensemble of leading FinTech assets and businesses in Europe and Hong Kong. In addition to financial gains, we also derive substantial knowledge transfers from our investee companies, supporting our development and growth of new business models.

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.

~~The~~We operate ~~Platform~~under ~~Business~~the is“OnePlatform” brand, offering a ~~one~~full-~~stop~~service platform to banks, other financial institutions, family ~~supermarket~~offices, ~~with~~brokers, aand ~~breadth~~individual ofindependent ~~products~~financial advisors to advise and ~~services~~serve their retail clients. Our technology-enabled platform offers a wide range of financial products, ~~sourced~~covering ~~from~~life ~~leading~~insurance, ~~global~~pensions, ~~product~~property-casualty ~~providers~~insurance, ~~that~~mutual isfunds, ~~unrivaled~~money inlending and ~~Hong~~real ~~Kong~~estate agency.

~~We operate under the “OnePlatform”~~The ~~brand,~~Platform ~~offering a full-service platform to banks~~business, ~~other~~through ~~financial~~B2B ~~institutions,~~and ~~family~~its ~~offices~~subsidiaries, ~~brokers,~~is ~~and~~a ~~individual~~one-stop ~~independent~~ financial ~~advisors~~ tosupermarket ~~advise~~with ~~and serve their retail clients. Our technology-enabled platform offers~~ a ~~wide~~breadth ~~range~~ of ~~financial~~ products, ~~covering life~~and ~~insurance,~~services ~~pensions,~~that is ~~property-casualty~~unrivaled ~~insurance,~~in ~~stock~~Hong Kong ~~brokerage,~~sourced ~~mutual~~from ~~funds,~~leading ~~money~~global ~~lending~~product ~~and real estate agency~~providers.

~~Our~~The Platform ~~OnePlatform~~Business ~~brand~~was ~~covers~~set 90up ~~insurance~~to ~~providers~~take advantage of the decades-long experience we built up in supporting the largest financial advisors ~~selling~~salesforce ~~1,152~~in ~~products,~~Hong Kong. ~~and~~We 53were ~~asset~~already ~~management~~servicing ~~fund~~a ~~houses~~large ~~with~~pool ~~over~~of 1customers and in the process,~~137~~ built up a wide library of world class financial products and constructed a state-of-the-art technological and operational infrastructure.

~~Distribution Business~~2

The Platform ~~Distribution~~ Business ~~currently~~now operates as athis ~~licensed~~full-service ~~insurance~~platform ~~broker~~under ~~and~~its a“OnePlatform” ~~registered~~brand ~~Mandatory~~and ~~Provident~~has ~~Fund~~opened ~~(MPF)~~it ~~intermediary~~up into ~~Hong Kong~~banks, ~~providing~~ other financial ~~planning and~~institutions, ~~wealth~~family ~~management~~offices, ~~services~~brokers, ~~to institutional~~ and individual ~~customers with its team of over 1,500~~ independent financial advisors~~. The~~ ~~Distribution~~that ~~Business~~are islooking ~~regulated~~for bysupport ~~the~~in ~~Hong Kong Insurance Authority~~ advising and ~~the~~serving ~~Mandatory~~their ~~Provident~~retail ~~Fund Schemes Authority~~clients.

~~The~~Our technology-enabled ~~Distribution~~Platform Business’s ~~main~~offers ~~sources of~~a ~~income~~wide ~~are~~range ~~sales~~of ~~commission~~financial ~~and~~products, ~~service~~covering ~~fee~~life ~~income~~insurance, ~~from~~pensions, ~~its infrastructure support platform. It recognizes commission income from~~property-casualty ~~the~~ insurance, ~~providers~~stock ~~based~~brokerage, onmutual ~~the~~funds, ~~sale~~money oflending ~~insurance~~and ~~products~~real atestate ~~predetermined insurance premium rates according to the types of products sold~~agency.

2In 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.

~~The financial advisors~~Currently, ~~organized under two brands~~ ofour ~~“AGBA~~platform ~~focus” and “AGBA perform”, are the primary distribution channels for the Distribution Business. These channels are positioned to match individuals’~~ financial ~~needs~~services ~~with~~and aninvestment ~~appropriate choice of insurance~~ products. ~~They~~mainly ~~target~~comprise ~~to bring~~mutual ~~additional~~fund ~~revenue~~distributions, ~~for~~portfolio ~~the~~management, ~~Distribution~~money ~~Business by serving as a “matching platform” between~~ lending, insurance ~~companies~~ and ~~consumers.~~ ~~Marketing~~Mandatory ~~activities~~Provident ofFund ~~the~~(MPF) ~~Distribution~~products, ~~Business include sales campaigns~~ and ~~invitations~~international toreal ~~corporate~~estate ~~events,~~referral ~~at which new customers are mainly solicited through direct conversation or meetings between financial advisors~~ and ~~retail~~brokerage ~~customers~~services.

AsThe OnePlatform ofbrand ~~December~~currently 31covers 80 insurance providers selling 1,237 ~~2023~~products, weand ~~currently~~48 ~~work~~asset management fund houses with ~~1,231~~ ~~independent~~over ~~financial~~930 ~~advisors~~products.

~~Healthcare~~ Distribution Business

WeThe Distribution ~~own~~Business currently operates as a 4%licensed ~~minority~~insurance ~~shareholding~~broker inand ~~HCMPS~~a ~~Healthcare Holdings~~registered ~~Limited~~Mandatory Provident Fund (~~“HCMPS”~~MPF) intermediary in Hong Kong, ~~one~~providing offinancial ~~the~~planning ~~leading~~and ~~healthcare~~wealth management ~~organizations~~services into ~~Hong~~institutional ~~Kong.~~and ~~The~~individual ~~Company,~~customers ~~through~~with ~~one~~its team of ~~its~~over ~~subsidiaries~~1,500 ~~holds~~independent 4%financial ~~stake~~advisors. inThe Distribution Business is regulated by the Hong Kong Insurance Authority and athe Mandatory ~~strategic~~Provident ~~partnership~~Fund ~~with~~Schemes ~~HCMPS~~Authority.

~~Founded in 1979 and currently operating under~~The ~~the~~Distribution ~~Dr.~~Business’s ~~Jones~~main ~~Fok~~sources &of ~~Associates~~income ~~Medical~~are ~~Scheme~~sales ~~Management~~commission ~~Limited~~and ~~(“JFA”)~~service ~~brand,~~fee ~~JFA~~income isfrom ~~one~~its ofinfrastructure ~~the~~support ~~most reputed healthcare brands in Hong Kong~~platform. It ~~has~~recognizes ~~two~~commission ~~self-operated~~income ~~medical~~from ~~centres~~the ~~and~~insurance ~~a network of over 700 healthcare service~~ providers –based ~~providing healthcare~~on ~~schemes~~the ~~for~~sale ~~more~~of ~~than~~insurance ~~280~~products ~~corporate~~at ~~clients~~predetermined ~~with~~insurance ~~over 300,000 scheme members. JFA’s clients include blue chip companies~~premium ~~from~~rates ~~various~~according ~~industry~~to ~~and leading insurers. Apart from Hong Kong, JFA is~~ the ~~largest~~types ~~operator~~of inproducts ~~Macau with around 85 clinics~~sold.

~~JFA~~The financial ~~has~~advisors, aorganized ~~long-standing~~under ~~track~~two ~~record~~brands of ~~operating as~~“AGBA afocus” ~~low-cost~~and “AGBA perform”, ~~high~~are ~~efficiency~~the ~~operation~~primary distribution channels for the Distribution Business. ItThese ~~offers~~channels ~~vast~~are ~~untapped~~positioned ~~opportunities~~to match individuals’ financial needs with an appropriate choice of insurance products. They target to bring additional revenue for the ~~Group~~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, ~~both~~at inwhich ~~revenue~~new ~~growth~~customers are mainly solicited through direct conversation or meetings between financial advisors and retail ~~cross-selling~~customers.

~~FinTech~~As of ~~Business~~December 31, 2024, we currently work with 522 independent financial advisors.

~~Fintech Investments~~Healthcare Business

~~Fintech manages an ensemble of financial technology~~We ~~(fintech)~~own ~~investments~~a ~~and~~4% ~~operates~~minority ~~through~~shareholding ~~its~~in ~~subsidiaries~~HCMPS ~~TAG~~Healthcare ~~Technologies~~Holdings Limited (“HCMPS”), ~~AGBA~~one ~~Group~~of ~~Limited~~the ~~(formerly~~leading ~~known~~healthcare asmanagement ~~Tandem Money~~organizations in Hong Kong. ~~Limited),~~The ~~and Tandem Fintech Limited~~Company, athrough ~~health~~one ~~and~~of ~~wealth~~its ~~management~~subsidiaries, ~~platform~~holds ~~with~~4% astake ~~broad~~in ~~spectrum of services~~ and ~~value-added information in~~a ~~health,~~strategic ~~insurance,~~partnership ~~investments~~with ~~and social sharing~~HCMPS.

~~The~~Founded in ~~portfolio~~1979 ~~companies~~and incurrently ~~which~~operating ~~Fintech~~under ~~has invested~~the ~~remain~~Dr. Jones ~~growth~~Fok & ~~stage~~Associates ~~businesses~~Medical ~~with~~Scheme ~~modest~~Management ~~revenues~~Limited (“JFA”) brand, ~~and~~JFA ~~none~~is ~~has~~one ~~yet~~of ~~reached~~ the ~~operational~~most ~~breakeven~~reputed ~~point.~~healthcare ~~Therefore,~~brands ~~the business~~in ~~case~~Hong Kong. ~~for~~It ~~all~~has ~~these~~a ~~companies~~network ~~relies~~of onover ~~transformations~~700 inhealthcare ~~scale,~~service ~~product~~providers — providing healthcare ~~offering,~~schemes ~~and/or~~for ~~geographic~~more ~~scope~~than to120 ~~drive~~corporate ~~future~~clients ~~value creation.~~with ~~Fintech~~over ~~intends~~300,000 toscheme ~~maximize~~members. ~~the~~JFA’s ~~strategic~~clients ~~fit~~include ~~between~~blue ~~these~~chip ~~portfolio~~ companies from various industry and ~~the~~leading ~~companies~~insurers. ~~forming~~Apart ~~part~~from ofHong Kong, JFA is the ~~OnePlatform brand~~largest tooperator ~~drive~~in ~~additional~~Macau ~~value~~with ~~capture~~around 85 clinics.

~~Fintech’s~~JFA has ~~management~~a ~~team~~long-standing ~~has~~track ~~strived~~record ~~to establish~~of ~~the~~operating ~~business~~ as a ~~leading~~low-cost, ~~name~~high inefficiency operation. It offers vast untapped opportunities for the Group, ~~fintech~~both ~~investment~~in ~~sector~~revenue growth and cross-selling.

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

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

2.Fintech manages ~~Supporting~~an ensemble of financial technology (fintech) investments and ~~capturing~~operates ~~synergies~~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 ~~OnePlatform~~a broad spectrum of services and ~~its~~value-added information ~~other~~in ~~business~~health, ~~segments;~~insurance, investments and social sharing.

3The portfolio companies in which Fintech has invested remain growth stage businesses with modest revenues, and none has yet reached the operational breakeven point. ~~Realizing~~Therefore, ~~financial~~the ~~returns~~business ~~from~~case ~~its~~for ~~fintech~~all ~~investments~~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.

~~Please see the section titled “Management~~Fintech’s ~~Discussion~~management ~~and~~team ~~Analysis~~has ofstrived ~~Financial~~to ~~Condition~~establish ~~and~~the ~~Results~~business ofas ~~Operations of AGBA” for~~ a ~~summary~~leading ofname ~~the current valuations of Fintech’s stakes~~ in the fintech ~~portfolio~~investment ~~companies~~sector.

1)Fintech’s business ~~Tandem~~aims to create value on three fronts:

~~Tandem~~1. ~~Money~~Building ~~Limited (“Tandem”) is a UK based “challenger” bank which focuses on lending growth with high risk~~long-~~adjusted yields.~~term Itfintech ~~operates~~franchises ~~a “digital deposit” strategy to continue funding its growth, which is known as a “neobank” strategy. Founded~~ in ~~2013,~~Hong ~~Tandem~~Kong ~~provides an~~using ~~app-based retail~~business ~~bank service for its customers. Through its app~~models, ~~customers can access retail banking services comprising deposits~~operations, ~~mortgages,~~ ~~loans~~ and ~~credit~~technologies ~~cards.~~tested ~~Tandem~~in ~~also~~more ~~leverages~~mature ~~digital wealth management to cross-sell and offers value-added services such as cash management across bank accounts, savings, debt management, and financial planning.~~markets;

~~Background~~2. toSupporting ~~the~~and ~~Investment~~capturing insynergies ~~Tandem~~with OnePlatform and its other business segments; and

~~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~~3. ~~The~~ ~~initial~~Realizing ~~investment~~financial ~~was~~returns byfrom ~~way~~its offintech ~~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~~investments. 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 (i1) ~~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.~~

InTandem Money ~~June~~Limited ~~and~~(“Tandem”) ~~August 2021,~~is ~~TAG~~a ~~Technologies~~UK based “challenger” bank which focuses on lending growth with high risk-adjusted yields. ~~purchased~~It anoperates ~~additional~~a ~~aggregate~~“digital ofdeposit” 14strategy to continue funding its growth,~~000,000~~ ~~ordinary~~which Bis ~~shares~~known ofas a “neobank” strategy. Founded in 2013, Tandem atprovides ~~the~~an ~~price~~app-based retail ofbank £0service for its customers.15 ~~per~~Through ~~share~~its app, ~~for~~customers ~~cash~~can ~~consideration~~access retail ofbanking ~~approximately~~services ~~US$2~~comprising deposits, mortgages, loans and credit cards.9 ~~million~~Tandem ~~(equivalent~~also leverages digital wealth management to ~~approximately~~cross-sell and offers ~~£2.1~~value-added ~~million).~~services Wesuch ~~currently~~as ~~own~~cash ~~4.50%~~management ~~equity~~across ~~interest~~bank inaccounts, ~~Tandem~~savings, debt management, and financial planning.

~~Share~~Background to ~~Purchase~~the ~~and~~Investment ~~Knowledge~~in ~~Transfer Agreement~~Tandem

~~In connection with the April 2020 investment,~~TAG ~~Tandem,~~Technologies ~~AGBA~~Limited ~~Group and~~ (“TAG Technologies”) ~~entered~~first ~~into~~invested ain ~~Share~~2018 ~~Purchase~~with ~~and~~Tandem ~~Knowledge~~still ~~Transfer~~positioned ~~Agreement~~as ~~pursuant~~a toneobank ~~which, among other~~focused ~~things,~~on ~~TAG~~digital ~~Technologies purchased the entire issued share capital of AGBA Group,~~ and ~~Tandem~~analytics ~~undertook~~ to ~~provide~~generate ~~certain~~user ~~knowledge transfer services to TAG Technologies~~ and ~~its~~deposit ~~affiliates~~growth. ~~Pursuant~~The toinitial ~~the~~investment ~~Share~~was ~~Purchase~~by ~~and~~way ~~Knowledge~~of ~~Transfer Agreement, Tandem also granted~~ a ~~license~~subscription inagreement ~~certain~~with Tandem, pursuant ~~proprietary~~to ~~software~~which ~~and~~TAG ~~other~~Technologies ~~licensed~~agreed ~~materials~~ to besubscribe ~~made~~for ~~available to TAG Technologies~~ and ~~its~~Tandem ~~affiliates during~~agreed ~~the~~to ~~“knowledge~~issue ~~transfer period”~~11,259,740 ~~which~~ordinary ~~ends~~B onshares ~~the~~in ~~earlier of the date six months after~~ Tandem ~~completes~~for a ~~migration~~consideration of ~~its systems to a new platform, and April~~£15 ~~2, 2023~~million. ~~For~~The asconsideration ~~long~~was asdetermined ~~TAG~~by ~~Technologies~~the isparties aafter ~~shareholder~~arm’s oflength ~~Tandem,~~negotiations ~~each~~taking ~~member~~into ofaccount ~~AGBA~~(i) the isunaudited ~~granted~~consolidated anet ~~license~~asset tovalue ~~use~~of ~~the~~Tandem ~~name~~as ~~“Tandem”~~at ~~and~~September 30, ~~any~~2018, ~~registered~~which ~~logo~~was orapproximately ~~trademark~~£55.7 million, and ~~used~~(ii) the bypotential ~~Tandem~~in ~~for~~the afuture ~~period~~business development of ~~five years~~Tandem.

~~Through~~We believed ~~this~~that ~~investment~~Tandem’s westrategy ~~gained~~in ~~access~~2020 was predicated on a clear asset pivot to ~~certain of~~grow ~~Tandem’s~~consumer ~~technology~~loans ~~and~~in ~~digital~~attractive ~~platform~~categories ~~assets~~such as home improvement and ~~knowledge~~specialty ~~transfer~~mortgages. ~~These~~In ~~assets~~April 2020, ~~provide~~TAG ~~significant~~Technologies ~~costs~~entered ~~savings~~into ~~for~~a ~~system~~further subscription agreement with ~~developments~~Tandem, ~~such~~pursuant asto ~~data~~which ~~platforms~~TAG Technologies agreed to subscribe for and ~~the~~Tandem ~~core~~agreed ~~banking~~to ~~platform~~issue 49,476,049 ~~driven~~ordinary B shares in Tandem for a consideration of £10 million. The consideration was determined by the ~~ability~~parties toafter ~~leverage Tandem~~arm’s ~~assets~~length ~~and “test~~negotiations ~~and~~taking ~~learn”~~into ~~experience~~account to(i) the ~~accelerate~~unaudited ~~development~~consolidated net asset value of Tandem as of October 31, 2019, which was approximately £44.9 million, and (ii) the ~~Fintech~~potential in Tandem’s future business development.

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 owns 4.49% equity interest in Tandem.

~~Tandem’s Potential Growth~~4

~~With the increasing use of online platforms in~~Share ~~the~~Purchase 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,~~Knowledge ~~and~~Transfer ~~Tandem is expected to be a key technology partner.~~Agreement

2In connection with the April 2020 investment, Tandem, AGBA Group Limited (“AGBA Group”) ~~CurrencyFair~~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.

~~CurrencyFair is an online peer-to-peer currency~~Through ~~exchange~~this ~~marketplace. TAG Technologies first invested into CurrencyFair in 2018, through an~~ investment ofwe ~~approximately~~gained ~~€6,000,000 and~~access ~~the~~to ~~merger~~certain of ~~the Group~~Tandem’s ~~then~~technology ~~existing~~and ~~payments~~digital ~~business~~platform ~~with~~assets ~~CurrencyFair.~~and ~~Since~~knowledge ~~then,~~transfer. ~~CurrencyFair~~These ~~has continued to grow~~assets ~~its~~provide ~~consumer~~significant ~~money~~costs ~~transfer~~savings ~~business~~for ~~focused~~system ondevelopments ~~white-collar expat~~such ~~customers~~as ~~transferring~~data ~~money~~platforms ~~between selected European~~ and ~~Australian corridors.~~the ~~CurrencyFair~~core isbanking ~~now~~platform, adriven ~~global~~by ~~money~~the ~~transfer member organization that has exchanged more than €10 billion, with offices~~ability ~~located~~to inleverage ~~Ireland, UK, Singapore, Hong Kong and Australia. We believe that CurrencyFair~~Tandem’s ~~scaling~~assets ~~plan relies on expanding its consumer-to-consumer (C2C) business to new US~~ and ~~Asia~~“test ~~corridors, while acquiring small~~ and ~~medium~~learn” ~~enterprise~~experience ~~(SME)~~to ~~customers directly~~accelerate 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~~of ~~customer~~the ~~acquisition~~Fintech ~~execution~~business.

~~We intend to work closely with CurrencyFair as it builds out its Asian franchise, and intends to offer CurrencyFair~~Tandem’s ~~unique currency marketplace to our customers in Hong Kong~~ asPotential 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.Growth

InWith the ~~2021~~increasing use of online platforms in the financial sector, ~~CurrencyFair~~our ~~merged~~management believed that Tandem, with ~~Australia~~its technology know-~~based~~how ~~Assembly~~in ~~Payments~~the ~~Limited~~consumer finance industry, ~~whose~~has ~~platform~~significant ~~automates~~market ~~complex~~potential ~~payment~~to ~~workflows.~~become ~~Following~~a ~~the~~leading ~~merger,~~online retail bank for the ~~business~~mass ~~re-branded~~ market. The investment in Tandem is also part of our wider strategy to ~~“Zai”~~launch digital services in Hong Kong and elsewhere, ~~with~~ ~~CurrencyFair~~and asTandem ~~Zai’s~~is ~~consumer~~expected ~~brand~~to be a key technology partner.

~~On March 18, 2022, we entered into a sale and~~2) ~~purchase agreement with the shareholder 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 8.37% equity interest in CurrencyFair.~~

3CurrencyFair 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) ~~Goxip~~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.

~~Goxip~~We intend isto awork ~~fashion~~closely ~~media~~with ~~platform~~CurrencyFair ~~based~~as init ~~Hong Kong~~builds out its Asian franchise, and intends to offer CurrencyFair’s unique currency ~~with~~marketplace ~~over~~to ~~one~~our ~~million~~customers ~~high-end~~in Hong ~~fashion~~Kong ~~shoppers.~~as ~~Its~~well ~~digital~~as ~~marketing~~introducing ~~arm~~enhanced ~~matches~~Asian ~~key~~currency ~~opinion~~services ~~leaders~~to ~~(KOLs)~~CurrencyFair’s ~~with~~international customers. ~~marketers~~We ~~and brands~~intend for ~~lead~~CurrencyFair’s ~~generation~~domain expertise, ~~launching~~technology, and ~~monetizing~~operational ~~marketing~~experience ~~campaigns.~~to Webe ~~currently~~leveraged ~~own~~as part of a ~~3.63%~~wider strategy ~~equity~~to ~~interest~~improve inour ~~Goxip~~services to assist customers to manage their finances.

4)In 2021, ~~HCMPS~~CurrencyFair ~~Healthcare~~merged ~~Holdings~~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.

~~HCMPS Healthcare Holdings Limited (“HCMPS”)~~On ~~is a healthcare management organization based in Hong~~March ~~Kong.~~18, ~~Founded in 1979~~2022, itwe ~~has~~entered ~~over~~into ~~800~~a ~~network~~sale ~~service~~and ~~branches~~purchase ~~providing healthcare~~agreement ~~schemes~~with ~~for~~the ~~more~~stockholder ~~than~~to ~~500~~acquire ~~corporate clients with over 280~~4,~~000~~158,963 shares ~~scheme~~of ~~members.~~CurrencyFair for ~~HCMPS offers its patients~~ a ~~full~~cash ~~range~~consideration of ~~medical services,~~US$7.84 million. ~~including~~The ~~general~~transaction ~~services,~~closed ~~specialist~~in ~~services, physiotherapy, Chinese medicine, dental, vaccination,~~April ~~X-ray~~2022, ~~laboratories, and~~resulting ~~imaging~~in ~~services.~~the Weownership ~~currently~~of ~~own a 4~~8.0037% equity interest in ~~HCMPS~~CurrencyFair.

53) ~~LC Healthcare Fund I, L.P.~~ Goxip

~~LC Healthcare Fund I, L.P. (the “Fund”)~~Goxip is ana ~~exempted~~fashion ~~Limited~~media ~~Partnership~~platform ~~registered~~based in ~~the~~Hong Kong ~~Cayman~~with ~~Islands~~over onone ~~June~~million ~~30,~~high-end fashion ~~2015~~shoppers. ~~The~~Its ~~life~~digital ofmarketing ~~the~~arm ~~Fund is ten years from June 28,~~matches ~~2016~~key ~~(i.e.~~opinion ~~the~~leaders ~~final closing day~~(KOLs). ~~The~~with ~~objective~~marketers ~~of the Fund is primarily to make equity~~ and ~~equity-related~~brands ~~investments~~for inlead ~~portfolio companies based in or focused on PRC and/or which provided products or services to the Chinese market mainly in healthcare sector~~generation, ~~including pharmaceuticals,~~launching ~~medical equipment, healthcare services (including hospitals), internet~~ and ~~mobile~~monetizing ~~technology~~marketing ~~related~~campaigns. toWe ~~healthcare,~~currently ~~and~~own ~~healthcare related to information technology and mobile technology. As of December 31, 2023, the Fund has invested in~~ a ~~total of fifteen (15) listed and unlisted companies~~3. ~~We owned 4.00~~63% equity interest in ~~the Fund~~Goxip.

Subsequently in February 2024, the Company entered into a purchase and sale agreement with an independent third party to sell all of its equity interest in the Fund for a consideration of $2.15 million.5

54) HCMPS Healthcare Holdings Limited

~~Competitive~~HCMPS Healthcare ~~landscape~~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.

~~Competition in the markets in which we operate~~Triller’s is intense. We compete for clients, customers, and personnel directly with other financial advisory firms, securities firms, and other businesses that offer financial services, such as banks and insurance companies.Business

~~Although~~We primarily ~~our~~operate ~~competitors~~in ~~may~~the ~~have~~North ~~greater~~American ~~brand recognition,~~digital ~~larger~~media ~~customer~~and ~~bases~~live orentertainment ~~greater~~industries ~~financial,~~and ~~technological~~offer ordiverse ~~marketing~~products ~~resources,~~and ~~our~~services ~~management~~that compete ~~believes~~for ~~that~~consumers’ ~~our~~time ~~competitive advantages~~and ~~are~~disposable ~~its~~income. ~~full~~The ~~suite~~rise of ~~financial~~streaming, ~~products~~increased ~~covering~~legalization ~~insurance~~of sports betting, ~~investments~~increased ~~and~~competition from ~~credit~~tech entrants, ~~coupled~~and ~~with~~continued aviewership ~~captive~~appeal ~~customer~~attribute ~~base and~~to ~~well-established~~the ~~infrastructures,~~projected ~~including~~growth ~~operational~~of ~~capabilities~~live sports and ~~technology~~digital media. AsThis agrowth ~~result~~has also benefited from long-term shifts in consumer behavior, ~~our~~particularly ~~management~~in ~~believes~~millennials, ~~that~~who ~~it can~~continue ~~respond~~to seek more ~~quickly~~interactive ~~and~~experiences that ~~effectively~~they tocan ~~new~~document orand ~~changing~~broadcast ~~opportunities,~~through ~~technologies~~social ormedia. ~~customer~~The ~~requirements,~~film ~~and~~industry ~~adapt~~is toalso ~~significant changes~~benefitting from growth in ~~regulatory~~digital home viewing and ~~industry~~premium ~~environments~~movie-going experiences.

~~Currently,~~The top-earning ~~our~~musicians ~~principal~~generated ~~methods~~more toof ~~maintain the~~their ~~competitive~~income ~~advantage~~from oftouring ~~its~~than ~~businesses~~from ~~are~~any byother ~~(i)~~source, ~~relying~~according onto ~~its~~Billboard. ~~highly~~Our ~~knowledgeable~~portfolio ~~and~~of content ~~professional~~is ~~personnel~~well ~~and~~positioned ~~its~~to ~~large~~take ~~distribution channel~~advantage of ~~independent~~this ~~financial~~trend. ~~advisors,~~Our ~~(ii)~~success ~~leveraging~~depends ~~extensive~~on ~~cross-selling~~our ~~opportunities~~ability ~~across~~to ~~its~~offer ~~business~~premium ~~units,~~content ~~(iii)~~through ~~investing~~popular inchannels ~~its~~of ~~platforms~~distribution ~~and~~that ~~infrastructure~~meet tothe ~~keep~~changing uppreferences toof ~~date with~~ the ~~latest~~broad ~~technology,~~consumer market and ~~(iv)~~respond ~~exploring~~to ~~and~~competition ~~implementing~~from ~~solutions~~an ~~on the~~expanding ~~cutting~~array ~~edge~~ of ~~financial~~choices ~~technologies.~~facilitated ~~Despite~~by ~~the~~technological ~~high~~developments ~~level~~in ofthe ~~market~~delivery ~~competition~~of ~~and~~digital ~~the~~content. ~~rapidly~~Potential ~~changing~~risks ~~industry~~to ~~dynamics,~~ our ~~management~~ ~~believes~~expansion ~~that~~into digital ~~the~~media ~~significant~~include ~~accumulated~~costs ~~experience~~to ofcurate ~~its~~and ~~executive~~produce ~~management~~Events, as well as ~~its~~shifting ~~understanding~~customer ~~of market~~ preferences ~~and conditions will enable us to compete effectively~~.

We believe ~~that~~our ~~platform~~Technology ~~business~~Platform ~~models~~is ~~facilitate global~~at ~~reach~~the ~~and~~crossroads ~~economic~~of ~~efficiencies~~the entertainment, sports, and ~~that~~content ~~leading~~ecosystem, ~~global~~and ~~platform~~is ~~players~~highly ~~build~~responsive ~~integrated~~to changing ~~capabilities~~consumer ~~outside~~preferences ~~their~~and ~~core~~industry ~~business activities~~trends. ~~and~~We ~~across~~have ~~industry~~the ~~borders,~~ability to ~~cross-sell~~create, ~~their~~procure ~~products~~ and ~~services~~cultivate ~~and~~satisfying ~~satisfy~~consumer ~~customers’~~content, leveraging ~~multiple~~the ~~product~~secular ~~needs~~trends identified above.

We have developed infrastructures in (1) product intelligence, (2) transaction operations and (3) technology support, which initially supported the Group’s independent financial advisors business. Leveraging on the knowE-~~how and existing resources of the Group, OnePlatform deployed and further developed this infrastructure~~Commerce at a low incremental cost to offer technology infrastructure solutions to a wider array of corporate customers in Hong Kong, thus aiming to drive revenue, cash flow and profits. In addition to these three core infrastructures, OnePlatform provides training and people development modules. OnePlatform also intends to offer regular market and regulatory updates to its clients and investors, such as targeted client seminars and investor education sessions.Industry

~~OnePlatform~~Our market ~~primarily~~includes ~~targets~~the ~~corporate~~global ~~clients and~~e-commerce ~~charges~~market. ~~them~~A ~~service~~primary ~~fees~~growth ~~based~~driver onfor ~~the~~global ~~scope~~e-commerce ofmarketing ~~infrastructure~~spend ~~support~~has ~~provided.~~been ~~OnePlatform~~the ~~intends~~dramatic toshift away ~~pilot~~from atraditional ~~few~~brick-and-mortar ~~support~~commerce ~~modules with~~to ~~business~~e-commerce ~~partners~~due to ~~build~~ the ~~business~~COVID-19 ~~cases~~pandemic, ~~for~~and ~~future~~is ~~business~~expected ~~expansion~~to expand due to the convenience of online shopping and ~~marketing~~returns. ~~The~~To ~~pricing~~capitalize ~~model~~on ~~will~~this begrowth onand ~~pay-per-use basis~~generate revenue, ~~such~~we aswill ~~“platform~~have asto continue to innovate and offer marketers a ~~service”~~set of capabilities across our Technology Platform that cannot be easily replicated elsewhere.

~~Strategic~~Content Spend ~~Growth~~(Film ~~Plans~~& ofTV) ~~AGBA~~Industry

~~Overall~~Our market ~~Market~~includes ~~Opportunities~~linear and digital media distributors. According to Ampere Analysis, subscription OTT services increased investment in content ~~the~~by ~~Greater~~20% in 2021 to nearly $50 billion representing a growth of over 50% as compared to 2019. To capitalize on this growth and ~~Bay~~generate ~~Area~~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.

~~The Greater Bay Area comprises the major urban~~Experiences ~~centers of Guangdong, Hong Kong, and Macau and is one of the world’s largest financial services markets, with an overall economy size of RMB 13 trillion~~ (~~US$1.8~~Sporting ~~trillion) in 2022. The GBA is an area of vast scale and wealth~~Events, ~~with~~Concerts ~~the~~& ~~following~~Performing ~~defining characteristics according to various research:~~ Arts)

●Sporting events, ~~Largest~~concerts, ~~GDP~~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 ~~China~~2024 and to grow at a CAGR of 2.95% from 2024 to 2028, ~~comprising~~reaching 11$37.94 billion by 2028. 3.91% to $37.16 billion by 2027, largely driven by the increasing popularity of ~~China’s~~sports ~~total~~and ~~economy;~~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.

~~● US$2.08 trillion economy, compared with US$2.08 trillion for Tokyo and US$2.053 trillion for New York;~~6

●Streaming Technology ~~Per~~and ~~capita~~Related ~~GDP~~E-Commerce ~~of US$22,585; and~~Services

●We believe ~~Population~~proliferation trends in the digital content streaming market present an opportunity for streaming infrastructure providers capable of 86delivering ~~million~~an end-to-end solution for Creators and media rights owners who desire to launch their own content streaming services, and ~~compared~~monetize ~~with~~their 37user ~~million~~bases in ~~Tokyo~~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 19ripe for further expansion.7 For ~~million~~example, in November 2022 Disney, then the ~~New~~majority ~~York~~equity ~~Metropolitan~~owner ~~Area~~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.

~~According to data from Hong Kong Trade Development Council relating to Financial Services Industry and Constitutional and Mainland Affairs Bureau,~~Metaverse

●According to ~~Hong~~Citigroup’s ~~Kong~~Metaverse isand anMoney ~~international~~report ~~financial~~published ~~centre~~in ~~and~~March 2022, “the ~~financial~~total ~~services~~addressable ~~sector~~market ~~remains~~for ~~one~~the ofMetaverse ~~its~~could be ~~most~~between ~~important~~$8 ~~economic~~trillion ~~pillars~~and $13 trillion by 2030, ~~accounting~~with ~~for~~total 23Metaverse users numbering around 5 billion.4%” ofWe ~~the~~believe ~~city’s~~that ~~GDP~~by investing in ~~2022;~~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 Hong Kong was ranked fourth in the Global Financial Centres Index (GFCI) released by Z/Yen Group and the China Development Institute in September 2023. The GFCI has consistently ranked Hong Kong as one of the top international financial centres in Asia;Expenditure

●Spending on ~~there~~media ~~were~~rights 2continues to be a significant component of revenues in the sports industry,~~603~~ ~~companies~~with ~~listed~~rights onvalues appreciating consistently over the ~~Hong~~past ~~Kong~~decade. ~~Exchange~~Market ~~(HKEx)~~constituents include linear and digital distributors, ~~with~~which aacquire ~~total~~sports ~~market~~media ~~capitalisation~~rights and broadcast sports content. In 2021, the value of ~~about~~global USsports media rights totaled $455.1 ~~trillion~~billion, ~~(HK$32~~a ~~trillion)~~1.15% atincrease from the ~~end~~previous ofyear, ~~September~~according ~~2023~~to Sports ~~that~~Business ~~Hong~~Consulting’s ~~Kong~~Global Media Report 2022. According to the Business Research Company’s ~~stock~~report, the global sports market ~~was~~as ~~the~~a ~~4th~~whole ~~largest~~is expected to reach $512 billion in ~~Asia~~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 ~~7th~~projected ~~largest~~growth inon the rights ~~world~~price tags. The contract values underpinning industry revenues are locked-in ~~terms~~long-term, ofoffering ~~market~~a ~~capitalization;~~high degree of visibility.

6Marketing and Licensing

●Our market ~~Hong~~constituents ~~Kong~~include iscorporate ~~one~~clients ofseeking ~~the~~brand ~~world~~marketing or IP owners looking to license their Brands. According to Licensing International’s ~~most~~survey, ~~active~~global ~~markets~~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 ~~initial~~$138.1 ~~public~~billion, ~~offerings~~or 40.5% of the total global licensing market. The second largest sector was corporate Brands with $87.6 billion (~~IPO~~25.7%). Sports licensing, ~~with~~in 90third ~~listings~~place, ~~raising~~totaled HK$~~104~~37.63 billion ~~raised~~with inan ~~2022;~~11% share.

●Digital Advertising Asand ofMarketing ~~June 2023, more than 1,400 Mainland enterprises are listed in Hong Kong with a combined market value of over US$3 trillion, or over 70% of the total market capitalisation in Hong Kong;~~Automation

●The digital ~~Hong~~ad ~~Kong~~market is ~~the~~expected ~~largest~~to ~~offshore~~surpass ~~RMB~~$300 ~~clearing~~billion ~~centre~~by 2025, according to a 2022 report by Insider Intelligence Inc. InFor ~~the~~2023, ~~first~~ad spending across 16 media platforms is forecasted to reach $165.7 billion, according to BIA Advisory Services. Roughly half of ~~2023~~the ad spending is anticipated to be focused on digital media, 73wherein $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 ~~global~~companies ~~offshore~~are ~~RMB~~currently ~~settlements~~using ~~are~~marketing ~~processed~~automation and 58% of B2B companies plan to adopt such technology. According to Sales Fusion, 77% of business owners had an increase in ~~Hong~~conversion ~~Kong;~~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 ~~According~~Artificial toIntelligence ~~the statistics of Society for Worldwide Interbank Financial Telecommunication (SWIFT), Hong Kong handled about 75% of the world’s offshore RMB transactions in 2022;~~Marketing

●SMS marketing ~~The~~allows ~~average~~businesses ~~daily~~to ~~turnover~~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 ~~Hong~~the ~~Kong~~world’s ~~RMB~~population. ~~Real-Time~~83% ~~Gross~~of ~~Settlement~~consumers ~~System~~receive ~~was~~text ~~over~~messages ~~RMB1~~from companies.6 Click ~~trillion~~through inrates for SMS marketing is 36% (as compared to 2% for email marketing messages). In 2022, ~~increased~~global bySMS ~~about~~marketing market was approximately $64.4 billion and is expected to grow to $84.9% ~~over~~billion ~~2021,~~by ~~reflecting~~2027. aAI ~~continuous~~technology ~~increase~~can be used in ~~RMB~~SMS ~~financial~~marketing ~~activities~~and ~~supported~~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 ~~Hong~~2027. ~~Kong’s~~52% ~~RMB~~of ~~financial~~high ~~infrastructure;~~performing marketing teams are looking to increase their usage of artificial intelligence.

●Intellectual Property ~~The “HKD-RMB Dual Counter Model” was officially launched in the securities market on 19 June 2023. Investors can trade securities of the same issuer in both HKD~~ and ~~RMB,~~Other ~~and~~Proprietary ~~transact across HKD and RMB counters, further promoting the issuance and trading of RMB-denominated securities;~~Rights

~~On September 4, 2023, the Standard reported that~~We ~~there~~consider ~~were~~intellectual ~~3.16~~property ~~million~~to ~~high-net-worth~~be ~~individuals~~very ~~(each~~important ~~with~~to ~~more~~the ~~than~~operation ~~RMB10~~of ~~million~~our ~~(HK$10.8~~business ~~million))~~and into ~~investable~~driving ~~assets~~growth in ~~China~~our revenues, particularly ~~wielding~~with arespect ~~total~~to ofprofessional ~~RMB101~~engagements, ~~trillion~~sponsorships, ~~liquid~~licensing ~~assets in 2022~~rights, ~~according~~and tomedia adistribution ~~report by China Merchants Bank~~agreements. ~~Nearly~~Our ~~90%~~intellectual ~~of them maintained~~property aincludes ~~moderate or low-risk appetite in light of~~ the ~~pandemic~~“Triller,” ~~and~~“Triller ~~the~~Fight ~~sluggish~~Club,” ~~stock~~“TrillerFest,” ~~market in 2022~~“TrillerTV,” ~~with almost 60% allocating their assets~~“FITE,” to“Cliqz”, ~~cash~~“Fangage”, “Julius” and ~~fixed-income~~“Thuzio” ~~products.~~Brands ~~The~~in ~~proportion~~addition ofto ~~people~~the ~~willing~~trademarks toand ~~increase~~copyrights associated ~~their~~with ~~exposure~~our tocontent, ~~high-yield~~Events, and ~~high-risk investments in~~ the ~~coming~~rights ~~two~~to ~~years~~use ~~is on~~ the ~~rise,~~intellectual ~~with~~property ~~some~~of ~~tending~~our tocommercial ~~put~~partners. ~~their~~Substantially ~~money~~all inof our ~~alternative~~IP ~~investments~~and ~~like~~owned ~~gold,~~assets ~~and~~that towe ~~expand~~acquire ~~investment in~~are ~~private~~protected ~~equities~~by ~~while~~trademarks ~~trimming~~and ~~that~~copyright, inwhether ~~real~~registered ~~estate~~or ~~sector~~unregistered.

~~The~~Triller’s ~~average~~Technology age of the wealthy population is getting younger, almost half of the rich individuals being under 40, up by 7% from 2021. The report forecasted the number of high-net-worth individuals will grow at an average compound growth rate of 11% in 2023 and 2024, compared to 10% between 2020-2022 and 15% in 2018-2020.Platform

~~Liquid~~Triller’s Technology ~~assets~~Platform ~~held~~is bybuilt ~~all~~along ~~individuals~~three ~~across the~~core ~~country~~sections ~~may~~– ~~grow~~Triller atgenerates aand ~~CAGR~~distributes ofinfluencer upand tosports 9%content invia ~~2023~~the Triller app and ~~2024~~Triller ~~and~~TV, ~~the~~which ~~total~~drives ~~sum~~engagement isthrough ~~expected~~the toTriller ~~reach~~app ~~RMB~~in ~~300~~a ~~trillion~~highly bymeasureable ~~2024.~~manner Atmade ~~RMB~~possible ~~101~~through our ~~trillion,~~Triller ~~high-net-worth~~One ~~people~~suite ~~owned~~of ~~more~~AI ~~than~~and ~~36%~~SaaS oftools, ~~the~~thus ~~nation’s~~driving ~~investable~~monetization ~~assets~~and atcreating ~~the~~value ~~individual~~for ~~level~~all inTriller’s ~~2022~~stakeholders.

~~Cross-Border Wealth Management Connect~~7

OnTriller’s Technology ~~June 29,~~Platform ~~2020,~~originated with the ~~People’s~~Triller ~~Bank~~app, a video-sharing app. The Initial Triller app was launched in 2015 as an AI music ofediting ~~China~~tool. In 2019, upon the ~~Hong Kong~~formation ~~Monetary~~of ~~Authority~~Triller ~~(HKMA)~~Hold ~~and~~Co ~~the~~LLC, ~~Monetary~~when ~~Authority~~Triller ofacquired ~~Macau~~the ~~jointly~~technology ~~announced~~underlying the ~~introduction~~current ofTriller app it integrated the ~~cross-boundary wealth~~ ~~management~~Initial ~~connect~~Triller ~~pilot~~app ~~scheme~~with ~~(Wealth~~AI ~~Management~~technology ~~Connect~~pursuant ~~scheme)~~to inits ~~the~~agreement ~~GBA,~~with ~~which~~Mashtraxx ~~will~~Ltd. ~~allow~~We ~~residents~~refer to this integrated inapp as the ~~GBA~~“Triller app”. The Triller app continued to ~~invest~~integrate inand ~~wealth~~update ~~management~~and ~~products~~was ~~distributed~~fully “live” by ~~banks~~September of ~~across~~2021. ~~the~~The ~~region~~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 ~~scheme~~Triller ~~helps~~app ~~promote~~leverages ~~investment~~proprietary ~~diversification~~AI and ML technologies and enables users to create professional-looking videos and ~~facilitate~~to ~~capital~~share ~~flow~~those videos within the ~~GBA~~Triller app and on other social platforms such as Facebook, ~~promote~~Instagram, TikTok, ~~RMB~~Snapchat ~~internationalization~~and Twitter in seconds. Key features of the Triller app include extensive editing, filtering and ~~strengthen~~overlaying ~~Hong Kong~~tools; AI-powered technology to automatically synchronize video and audio with little to no manual editing; and Triller’s ~~status~~proprietary asdual 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 ~~offshore~~established ~~RMB~~user ~~hub~~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.

InThe Triller ~~January~~app ~~2024,~~contains ~~enhancement~~channels ~~measures~~ for the ~~Cross-boundary~~ ~~WMC~~posting ~~were~~and ~~announced~~consumption toof ~~refine~~short-form ~~the~~and ~~eligibility~~long-form ~~criteria of Mainland investors~~content, ~~expand~~where ~~the~~Triller ~~scope~~hosts ofcontent ~~participating~~made ~~institutions~~by tocelebrities, ~~include~~influencers ~~eligible~~and ~~securities~~other ~~firms~~Creators, ~~expand~~as ~~the~~well ~~scope~~as ofprofessionally-produced ~~eligible~~episodic ~~products,~~content ~~increase~~about ~~the~~music, ~~individual~~sports, ~~investor~~gaming, ~~quota~~ fashion and ~~further~~other ~~enhance the~~forms ~~promotion~~of ~~and sales arrangements~~entertainment.

~~According~~Triller’s Technology toPlatform ~~the~~reflects ~~current~~its ~~implementation~~deep ~~rules of~~experience as content creators and forms the ~~Wealth~~basis ~~Management~~for ~~Connect~~Triller’s ~~scheme~~aspiration ~~published~~to be a technology company built by ~~The~~Creators, ~~People~~for Creators. Key to Triller’s ~~Bank~~approach of ~~China,~~empowering ~~there~~Creators and Brands is anits ~~aggregate~~proprietary ~~investment~~AI ~~quota~~and machine oflearning ~~RMB150 billion~~(“ML”) technology that helps them mix and edit music and video content and distribute it to digital inplatforms ~~each~~and ofenables ~~the~~them ~~“northbound~~to ~~Connect”~~understand and ~~“southbound~~engage ~~Connect”~~with ~~schemes~~their audiences at scale, ~~with~~while anretaining ~~individual~~control ~~investment~~and ~~quota~~authenticity upof their toaudience ~~RMB3 million~~relationships. ~~Recognized~~“AI” ~~investment~~is ~~products~~a ~~under~~general term to describe the ~~“Northbound~~efforts ~~Scheme”~~of ~~include~~computer ~~fixed~~scientists ~~income~~to ~~(primarily~~design ~~bonds~~and implement computer hardware and ~~deposits)~~software systems capable of learning and ~~equity~~thinking. ~~wealth~~ML ~~management~~is ~~products,~~a ~~along~~field ~~with~~of ~~public~~study ~~securities~~in ~~investment~~AI ~~funds~~concerned with ~~low~~the ordevelopment and ~~medium~~study ~~risk~~of ~~rating~~statistical ~~which~~algorithms that can effectively generalize tasks and thus performing those tasks without explicit instructions. ~~are~~ML ~~distributed~~approaches byhave ~~Mainland~~been ~~institutions~~applied to large language models (“LLMs”), computer vision, speech recognition, email filtering, agriculture, and ~~RMB~~medicine, ~~deposit~~where ~~products~~it ~~offered~~is byable ~~Mainland~~to ~~banks~~achieve efficiencies without having to implement detailed specialized algorithms and systems which would be too complex and costly to build. ~~Recognized~~Creators ~~investment~~and ~~products~~Brands ~~under~~have the ~~“Southbound~~ ~~Scheme”~~ability ~~include~~to ~~funds~~connect ~~primarily~~Triller’s ~~investing~~customized inLLMs ~~Greater~~and ~~China~~Natural Language ~~equity~~Processing or(“NLP”) ~~low-~~technologies to ~~medium~~real-~~high~~time API-~~risk~~based ~~funds~~feeds, ~~along~~from ~~with low-~~virtually all major social platforms, to ~~medium-risk~~read, analyze, cluster, filter, and ~~non-complex~~suggest ~~bonds~~or ~~which~~(when ~~are~~appropriate) ~~distributed~~send byreplies ~~Hong~~to ~~Kong~~their ~~institutions~~fans aswith ~~well~~deep asefficiency ~~RMB~~and personal precision. LLMs are deep learning algorithms that can recognize, ~~HKD~~summarize, translate, predict, and ~~foreign~~generate ~~currency~~content ~~deposits~~using very large datasets. ~~offered~~Deep learning is a method in AI that teaches computers to process data in a way that is inspired by ~~Hong~~the ~~Kong~~human ~~banks~~brain. ~~The~~Deep ~~scheme~~learning ismodels can ~~expected~~recognize complex patterns in pictures, text, sounds, and other data to ~~facilitate~~produce accurate insights and predictions. NLP, a ~~total~~branch of ~~fund~~AI, ~~flow~~uses ML to process and interpret text and data. Natural language recognition and natural language generation are types of ~~RMB300 billion~~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 (~~US$47 billion~~while filtering out spam, hate-speech and noise), inthey ~~the~~are better able to deepen relationships and loyalty, ~~sale~~optimize their scarce time and resources, and ultimately increase conversions and monetization through a mix of ~~investment~~brand ~~products~~partnerships and direct commerce.

~~The Cross-boundary WMC~~Triller’s ~~creates~~Suite ~~new business opportunities for the financial industries in the three places, and facilitates cross-boundary investment with more options~~ of ~~wealth~~Creator ~~management products provided to the GBA residents, thereby further promoting the cross-boundary circulation~~ and ~~use of~~Brand RMB. According to the prevailing regulatory framework, the HKMA and the relevant Mainland authorities are primarily responsible for setting out the implementation arrangements for the Cross-boundary WMC between Hong Kong banks and Mainland banks. While the SFC and relevant Mainland authorities are primarily responsible for setting out the implementation arrangements for the Cross-boundary WMC between Hong Kong licensed corporations (that is, Hong Kong securities firms) and Mainland securities firms. Offerings

7Triller 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:

~~Future~~(a) ~~expansion~~Fangage ~~plan~~– serves as the entry point for Creators looking to ~~China~~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.

With the increasing demand of life insurance at a compound annual growth rate (CAGR) of 9% from 2024 to 2028 which projected by Global Data, with direct written premiums expected to increase from CNY4.0 trillion (US$597.1 billion) in 2024 to CNY5.6 trillion (US$893.2 billion) in 2028 together with the business opportunities brought by the Wealth Management Connect scheme introduced by The People’s Bank of China, 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.8

We(b) ~~leverage the Group’s two decades of experience operating in China~~Amplify.ai We– ~~are~~a ~~particularly well~~cross-~~positioned to~~platform ~~capture~~conversational ~~the~~AI ~~emerging~~engine ~~opportunities.~~that ~~Currently,~~provides weviewers dowith ~~not~~gamification, ~~have any~~multiple ~~Chinese~~engagement ~~operating companies and we do not plan to use “variable interest entities~~touchpoints,” orclickable ~~VIEs~~links, and tune-in ~~the~~reminders ~~future~~all ~~to conduct our operations. While we have no operations~~ in ~~China~~an automated, itplatform isagnostic ~~and~~direct ~~will~~messaging ~~continue~~experience tothat befacilitates ~~part~~communications ofbetween ~~our~~Creators, ~~strategy~~Brands ~~to market~~ and ~~sell~~their ~~our~~respective ~~products and services to Chinese customers located in mainland China from its Hong Kong based operating subsidiaries through partnerships or customer referrals~~audiences.

~~After~~(c) aCliqz ~~6-month project~~– ~~with~~enables aCreators ~~consulting firm~~ to ~~study~~aggregate ~~our~~their ~~capability~~audiences across their social media accounts and ~~competitive~~access ~~advantages,~~those weaudiences ~~identified~~directly ~~four~~via ~~strategic~~SMS ~~enablers~~and direct messaging, ~~including~~avoiding ~~(1) partnership~~the ~~development; (2) establishing~~algorithmic alimitations ~~lead~~imposed ~~management~~by ~~platform;~~most ~~(3) establishing~~social amedia ~~service~~platforms ~~center~~that ~~for~~limit ~~our~~these ~~customers;~~Creators’ ~~and~~content ~~(4) digital~~viewership ~~marketing. Multiple~~and ~~collaboration~~opportunities ~~models~~for ~~have~~content ~~been~~engagement ~~designed,~~and ~~with~~monetization. ~~potential~~For ~~partners~~example, ~~identified~~as ~~for~~noted ~~implementation.~~by WeHootsuite ~~intend~~in ~~for~~August ~~these~~2023, ~~initiatives to~~the ~~drive~~average ~~business~~engagement ~~growth~~rate ~~through~~of ~~customer~~an ~~acquisition~~organic ~~and~~Facebook ~~cross-selling combined~~post ~~with~~ranges ~~increased~~from ~~use~~2.58% ofdown ~~data~~to ~~analytics~~just 1.52%.

~~Strategic~~(d) ~~Enablers~~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 ~~Capture~~reach ~~GBA~~specific ~~Opportunities~~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.

~~China~~(e) ~~B2B~~Julius ~~Partnership~~– 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 ~~Customer~~enabling ~~Acquisition~~e-commerce transactions. Julius is directly integrated with Triller’s Fangage solution, completing the circle between Creators and Brands.

We(f) ~~intend~~Thuzio to– ~~upsell~~a ~~selected~~solution ~~customers~~for ~~simple insurance~~creating ~~products~~and ~~through~~executing ~~our~~premium ~~local~~Creator ~~insurance~~Events ~~brokerage~~and ~~channel,~~experiences. byThuzio ~~using~~helps ~~free~~Brands ~~insurance~~and ~~protection~~other ~~products~~enterprise tocustomers ~~attract~~create ~~customers,~~Events ~~and then~~with ~~conducting~~Creators ~~customer~~including ~~behavioral~~sports ~~analysis~~icons and ~~product matching~~speakers. ~~Based~~Thuzio onhas ~~the~~partnered ~~analysis~~with ofCreators ~~social~~across ~~media~~many ~~interaction and digital marketing~~verticals, we ~~market~~including ~~our~~athletes ~~international~~such ~~and~~as ~~partnership~~Tiki ~~offerings~~Barber, toAllen ~~customers~~Iverson, ~~who~~Scottie ~~demonstrate~~Pippen, ~~interest~~ and ~~refer~~Lisa ~~them~~Leslie, tocomedians ~~our~~such ~~network~~as ofJerry ~~financial advisors~~Seinfeld, inmusic ~~Hong Kong~~artists ~~for~~such ~~cross-selling of~~as ~~other~~Ja ~~financial~~Rule ~~products~~ and ~~investment~~celebrity ~~portfolio~~chefs ~~recommendations.~~such Weas ~~intend~~Marcus ~~to periodically review our referral mechanisms to ensure their continued effectiveness~~Samuelsson.

We(g) ~~are~~Metaverz ~~currently~~– inenable ~~active~~Triller ~~discussions~~ to ~~establish a~~transform ~~strategic~~live ~~partnership~~Events, ~~with~~which aare ~~top~~typically ~~asset~~only ~~manager~~enjoyed ~~(the~~by ~~“Potential~~a ~~Partner”)~~few inthousand ~~China~~people, tointo ~~provide~~digital ~~offshore~~Events, ~~insurance~~including ~~solutions to~~augmented ~~the~~reality ~~Potential~~and ~~Partner’s~~virtual ~~over~~reality ~~20 million~~experiences, ~~nation-wide customers.~~that ~~The~~can ~~Potential~~be ~~Partner~~experienced ~~serves~~by ~~both~~millions ~~individual~~of ~~affluent and~~consumers ~~high-net-worth customers as well as institutions~~globally. ~~Our~~Metaverz ~~management~~provides ~~believes~~an aarray ~~strategic~~of ~~partnership~~ways ~~with~~to ~~the~~create ~~Potential~~digital ~~Partner has~~experiences ~~the~~featuring ~~potential~~Creators toand ~~increase~~Brands, ~~our~~containing ~~AUM~~social engagement and ~~competitiveness~~gamification byfeatures ~~expanding~~as ~~the~~well ~~types~~as ofvirtual ~~local~~merchandise ~~and~~stores ~~overseas~~that ~~investment~~allow ~~vehicles~~users ~~available~~ to itdigitally ~~and~~purchase tocollectibles ~~further~~and ~~penetrate its existing customer database~~memorabilia.

~~Service Centre for Customer and Partner Servicing~~9

~~Leveraging~~The major ~~our~~companies ~~existing~~that ~~China~~serve ~~local~~this ~~insurance brokerage~~market ~~licenses~~include Meta, ~~sales~~Alphabet, ~~teams~~ByteDance, Snap and ~~infrastructure~~Twitter, weeach ~~have~~of ~~built~~which employ a ~~business~~closed-garden ~~platform~~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 ~~acquire~~create ~~mainland~~long-standing ~~China~~consumer ~~customers~~relationships ~~through~~and ~~referrals~~monetization across a digital landscape that includes the web, mobile apps and messaging services. This open-garden approach stands in contrast to ~~establish~~the ~~new~~closed-garden approach ~~partnerships~~of many of our competitors and we believe is a major benefit that attracts Creators and Brands to our Technology Platform.

WeOur Technology ~~completed~~Platform powers the ~~transformation~~Triller app, our ~~existing~~suite of Creator offerings and our Events and Events-related services. Our Technology ~~shared~~Platform ~~service~~enabled ~~center~~more inthan half a billion quarterly user interactions as of September 30, 2023, toincluding ~~(i) provide~~posts, ~~post~~messages, automated communications, and e-~~sales services~~commerce totransactions ~~mainland~~both ~~China~~on ~~customers~~our ~~who~~Triller ~~have~~branded ~~purchased~~offerings ~~Hong Kong~~as well as on various third-party social platforms ~~insurance~~(including ~~products;~~but not limited to Instagram, TikTok, Facebook, YouTube, Snapchat and ~~(ii~~Twitter) ~~institutionalize~~, across the web and via SMS messaging. Through our ~~capabilities~~Technology Platform we deliver sports and entertainment content to ~~form~~millions ~~B2B~~of ~~partnerships~~consumers inaround ~~mainland~~the ~~China.~~world Weand ~~intend~~we tobelieve ~~build~~that awe ~~lead~~inspire ~~management~~Creators ~~tool~~and Brands to ~~recommend~~do ~~new~~the ~~and~~same. ~~personalized~~Our ~~insurance~~Technology ~~products~~Platform tocomprises ~~customers,~~an ~~which~~array weof ~~intend~~business-to-business and business-to-consumer offerings bethat aempower ~~key~~Creators ~~priority~~to ~~for~~establish ~~2024~~ and ~~beyond~~sustain long-lasting consumer relationships that help drive their businesses.

~~Creating~~Our Technology anPlatform ~~Ecosystem~~generates ~~Empowered~~revenue bythrough ~~Fintech~~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.

~~Hong Kong’s~~Our AI-driven, ~~Fintech~~mission-critical ~~Landscape~~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.

InWe have ~~July 2018,~~a ~~the~~host ~~HKMA~~of ~~introduced~~service ~~the~~offerings ~~“Open API~~that ~~Framework”~~drive toawareness, ~~facilitate~~engagement ~~the development~~ and ~~wider~~monetization. ~~adoption~~The ofreason ~~application~~we ~~programming~~call ~~interfaces~~this ora ~~APIs~~Technology byPlatform ~~the~~is because ~~banking~~we ~~sector. The~~offer ~~Open~~a ~~API~~highly ~~Framework~~differentiated ~~functions~~solution ~~include~~that ~~product~~integrates ~~information,~~all ~~customer~~of ~~acquisition,~~our ~~account~~service ~~information~~offerings ~~and~~into ~~transactions.~~a ~~The~~comprehensive ~~HKMA~~portfolio ~~also~~of services ~~launched~~that ~~the~~go ~~Faster~~well ~~Payment~~beyond ~~System~~a insingle ~~September 2018~~app-based or web-based content solution to ~~facilitate~~virtually ~~real-time payments~~every ~~and~~medium ~~fund~~of ~~transfers~~content ~~between~~engagement ~~banks~~(e.g. ~~and~~social media, ~~stored~~streaming, ~~value~~live ~~facility~~events ~~operators~~and ~~with~~virtual ~~the~~world ~~use~~experiences). ofWe acreate ~~recipient’s~~network ~~mobile~~effects ~~number~~via orour ~~email~~proprietary ~~address~~AI-powered astechnology andesigned ~~account~~to drive ~~proxy.~~optimal Weengagement ~~believe~~through ~~that~~the best channels, ~~with~~ increasing the return-on-~~going business~~investment ~~integration~~for ~~with~~Creators ~~the~~and ~~GBA~~Brands. Furthermore, ~~Hong Kong~~the isefficiencies gained ~~likely~~from toour ~~see~~AI-powered ~~further~~Technology ~~liberalization~~Platform inenable ~~the~~both ~~financial~~us ~~services sector~~and inour ~~the~~partners ~~coming years,~~to ~~especially~~operate inat ~~relation~~scale to ~~the~~grow ~~use~~via multiple channels of ~~financial~~engagement, which ~~technologies~~our competitors that focus on a single walled-garden ecosystems are not able to replicate.

8Our Technology Platform

InOur Technology ~~June~~Platform ~~2021,~~reflects ~~The~~our ~~Hong~~deep ~~Kong~~experience ~~Monetary~~as ~~Authority (HKMA)~~content ~~rolled~~creators ~~out~~and forms the ~~“Fintech~~basis ~~2025”~~for ~~strategy~~our ~~for~~aspiration to ~~drive~~be ~~Hong~~a ~~Kong~~technology ascompany built aby ~~financial center~~Creators, ~~with~~for ~~fintech~~Creators. asFor aall ~~key~~the ~~subsector. The~~progress ~~Chief~~and ~~Executive~~promise of ~~HKMA aims to encourage~~ the ~~financial~~creator ~~sector~~economy to ~~adopt~~date, ~~technology~~we ~~comprehensively~~believe bythat ~~2025~~Creators ~~and~~have ~~promote~~historically lacked ~~fair~~sufficient ~~and~~power ~~efficient financial~~to ~~services~~truly torealize ~~Hong~~their ~~Kong.~~potential ~~The~~and ~~HKMA~~capture ~~launched~~a ~~Commercial~~sufficient ~~Data~~amount ~~Interchange~~of ~~(CDI)~~the invalue ~~October~~they ~~2022~~create. toWhile ~~enhance~~it ~~data~~is ~~sharing~~now ~~between~~possible ~~banks~~to find and ~~data~~grow ~~providers forming~~ a ~~seamless~~large ~~ecosystem~~online ~~for~~audience, ~~data~~it ~~exchange~~is tostill ~~digitize~~too impersonal, and ~~streamline~~too ~~various~~elusive ~~financial~~for ~~processes~~many into ~~financial institutions. CDI~~turn ~~includes~~their ~~Know-Your-Customer~~passion ~~(KYC) procedures, credit assessment, loan approval,~~ and ~~risk~~expertise ~~management. In~~into ~~November~~a ~~2022,~~successful ~~HKMA~~career. ~~also~~A ~~launched~~goal ~~e-HKD~~of ~~Pilot~~our ~~Program.~~Technology ~~The~~Platform ~~first~~is ~~phrase~~to ~~aims~~help to“rebalance ~~technical~~the ~~deep~~equation” ~~dive~~by onenabling ~~performance~~Creators ~~and~~to ~~privacy,~~grow ~~industry~~the ~~engagements~~engagement on“pie” ~~e-HKD~~while ~~uses~~providing ~~cases~~them ~~and~~with ~~design~~a ~~choices~~larger ~~and~~slice ~~access~~of tothe ~~e-HKD via e-wallet app~~revenue.

In August 2023, the HKMA unveiled a new Fintech Promotion Roadmap, outlining the key initiatives that it will undertake over the next 12 months to give further impetus to Fintech adoption in the financial services industry. The new Roadmap focuses on the Fintech business areas of Wealthtech, Insurtech and Greentech as well as the technology types of Artificial Intelligence (AI) and Distributed Ledger Technology (DLT).10

InKey to ~~November~~our ~~2023,~~approach ~~the~~of ~~HKMA~~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, ~~the~~while ~~People’s~~retaining control and authenticity of their audience relationships. “AI” is a general term ~~Bank~~to describe the efforts of ~~China~~computer ~~(PBoC)~~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 ~~Monetary~~development ~~Authority~~and study of ~~Macao~~statistical algorithms that can effectively generalize tasks and thus performing those tasks without explicit instructions. ML approaches have been applied to large language models (~~AMCM~~“LLMs”), computer ~~jointly~~vision, ~~announced~~speech ~~that~~recognition, ~~the~~email ~~three~~filtering, ~~authorities~~agriculture, ~~had~~and ~~signed~~medicine, ~~the “Memorandum~~where it is able to achieve efficiencies without having ofto ~~Understanding~~implement ondetailed ~~Deepening~~specialized ~~Fintech~~algorithms ~~Innovation~~and ~~Supervisory~~systems ~~Cooperation~~which inwould be too complex and costly to build. Creators and Brands have the ability ~~Guangdong~~to connect our customized LLMs and Natural Language Processing (“NLP”) technologies to real-~~Hong~~time ~~Kong~~API-~~Macao~~based feeds, ~~Greater~~from ~~Bay~~virtually ~~Area”~~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. ~~The~~ LLMs are deep learning algorithms that can recognize, summarize, translate, predict, ~~three~~and ~~authorities~~generate ~~agreed~~content using very large datasets. Deep learning is a method in AI that teaches computers to ~~link~~process ~~up,~~data in a way that is inspired by the ~~form~~human ofbrain. Deep learning models can recognize complex patterns in pictures, text, sounds, and other data to produce accurate insights and predictions. NLP, a ~~network~~branch of AI, ~~the~~uses ~~PBoC’s~~ML ~~Fintech~~to ~~Innovation~~process ~~Regulatory~~and ~~Facility~~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, ~~the~~up-and-comers, ~~HKMA’s~~key topics and trends to respond to (while filtering out spam, hate- speech and noise), ~~Fintech~~they ~~Supervisory~~are ~~Sandbox~~better able to deepen relationships and ~~the~~loyalty, ~~AMCM’s~~optimize ~~Regulatory~~their ~~Requirements~~scarce ~~for~~time ~~Innovative~~and ~~Fintech~~resources, ~~Trials~~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 ~~Synergy~~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 ~~Realized~~independent ~~Leveraging~~of onany one provider or partner. We periodically evaluate the cost, latency and quality of ~~Existing~~models ~~Infrastructure~~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 ~~Partners~~(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.

ToOur NLP ~~provide~~technology awas ~~seamless~~developed ~~customer~~in-house ~~journey,~~and ~~increase~~is continuously updated via our ML models. We have incorporated some open source code in the ~~customers’~~development ~~stickiness~~of ~~and~~our ~~deepen~~products ~~their~~but ~~share~~our ~~wallet~~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 ~~future~~AI. ~~strategic~~We ~~focus~~do ~~intends~~not tobelieve ~~create~~that anour ~~integrated~~utilization ~~digital~~of ~~ecosystem~~open source code and/or models byintroduces ~~leveraging~~material ~~existing~~risk ~~infrastructure~~of impacting our AI products or intellectual property, ~~customers~~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 ~~partners~~failure to comply with the terms of the underlying open source software licenses could restrict our ability to sell our products.”

WeThe rapid ~~intend~~pace of AI-innovation is fueling ever more opportunities for us to ~~realize~~help ~~synergies~~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 ~~different~~the digital platforms they use today and, we ~~business~~believe, ~~units~~will ~~by:~~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 ~~focusing on product portfolio enhancements, including endowment insurance and investment fund savings plans;~~App

●Our Technology ~~leveraging~~Platform originated with the ~~flexibility~~Triller ~~offered~~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 ~~different~~September of ~~financing~~2021. ~~options~~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, ~~including~~Instagram, TikTok, ~~insurance~~Snapchat ~~premium~~and ~~financing~~Twitter in seconds. Key features of the Triller app include extensive editing, ~~point~~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-~~sale~~34 ~~consumer~~year ~~credit~~old demographic, ~~personal~~with ~~credit~~strong ~~facility~~engagement orfrom ~~mortgage~~users ~~financing;~~in the United States and an established user base in high-growth markets such as India.

~~● using our sales teams at our financial advisory business as a large distribution channel.~~11

~~Our~~The images ~~digital~~above ~~platform~~are isexamples ~~one~~ of ~~its~~how ~~core~~the ~~customer acquisition~~user ~~engines~~interface ~~which~~of wethe ~~intend~~Triller toapp ~~further~~allows ~~equip~~users ~~with~~to ~~functionalities~~perform ~~including~~various aactions ~~cash~~as ~~management~~depicted ~~tool for customers, and a transaction platform that encompasses insurance and investment products, retail consumption, medical appointments, content marketing and social sharing~~above.

ByThe Triller ~~targeting~~app ~~customers’~~contains ~~needs~~channels atfor ~~various life~~the ~~stages,~~posting weand ~~intend~~consumption toof ~~provide~~short-form aand ~~one~~long-~~stop~~form ~~service~~content, towhere ~~customers~~we ~~while~~host ~~enhancing~~content ~~its~~made ~~cross-selling business~~by ~~opportunities. Further~~celebrities, ~~collaboration~~influencers ~~will also be sought in the future with its local partners~~ and ~~overseas~~other ~~fintech~~Creators, ~~investments.~~as ~~Fintech~~well ~~will~~as ~~continue~~professionally-produced toepisodic ~~invest in~~content ~~fintech~~about ~~developments~~music, tosports, ~~improve~~gaming, ~~its~~fashion ~~capabilities~~ and ~~attract~~other ~~local~~forms of ~~and global business partners~~entertainment.

~~Our~~We believe ~~Corporate~~the ~~Information~~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.

~~We were originally incorporated on October 8,~~Our ~~2018~~Suite ~~in the British Virgin Islands as a special purpose acquisition company under the former name~~ of ~~AGBA~~Creator ~~Acquisition~~and ~~Limited~~Brand (“AAL”). In connection with the consummation of the Business Combination (as defined below), we changed our name from “AGBA Acquisition Limited” to “AGBA Group Holding Limited”. Our principal executive office is located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong.Offerings

~~Intellectual~~We have ~~Property~~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.

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. 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.Fangage

9Fangage 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.

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

~~Our headquarters in Hong Kong is located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong, which is situated in one of Hong Kong’s prime central business districts~~Amplify. ~~The lease~~ai, ~~agreement~~Cliqz ~~for the building, between Viewbest Investments Limited (Viewbest), as landlord,~~ and ~~Legacy Group, was executed on June 14, 2019.~~CrossHype

~~The~~We acquired ~~term~~Amplify.ai ofin ~~the~~December ~~AGBA~~2021 ~~Tower~~and ~~lease~~internally isdeveloped ~~six~~our ~~years,~~Cliqz and CrossHype offerings. These products provide a broad set of features that further enable Creators to connect directly with atheir ~~tentative~~audiences, ~~expiry~~spotlight ~~date~~their content across a broad range of ~~February~~social media 28sites, ~~2026~~measure audience engagement with that content, and monetize their content through personalized user experiences.

~~While we are not the party to the AGBA Tower lease agreement, we are currently occupying space in the building.~~12

WeOur Amplify.ai ~~also~~product ~~owned~~automates anSMS ~~office~~and ~~premises~~direct ~~located~~message atmarketing ~~One Island~~communications ~~South~~between Creators, ~~No.~~Brands 2and ~~Heung~~their ~~Yip~~respective ~~Road,~~audiences through ~~Hong~~the ~~Kong~~use ~~for~~of ~~rental~~proprietary ~~purpose~~AI and NLP technologies.

~~During~~Our Cliqz ~~the~~product ~~year~~enables ~~ended~~Creators ~~December~~to ~~31,~~aggregate ~~2023,~~their weaudiences ~~sold our~~across ~~office~~their ~~premise~~social ~~located~~media ataccounts ~~Kaiseng~~and ~~Commercial~~access ~~Centre,~~those Noaudiences 4directly &via SMS 6,and ~~Hankow~~direct ~~Road~~messaging, ~~Kowloon,~~avoiding ~~Hong~~the ~~Kong~~algorithmic tolimitations animposed ~~independent~~by ~~third~~most ~~party~~social media platforms that limit these Creators’ content viewership and opportunities for acontent ~~purchase~~engagement ~~price~~and monetization. For example, as noted by Hootsuite in August 2023, the average engagement rate of $6an organic Facebook post ranges from 2.1358% ~~million~~down to just 1.52%.

~~Employees~~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.

~~As of December 31, 2023, we had 176 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.~~Julius

~~Website~~Julius, which ~~Access~~we acquired in November 2022, is a SaaS solution that provides strategic marketers at Brands and advertising agencies with access to ~~Company’s~~a ~~Reports~~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 ~~Disclosure~~services. ~~Information~~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.

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.Thuzio

10Thuzio, 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.

~~ITEM 1A. RISK FACTORS~~Metaverz

~~Risk~~Our Metaverz ~~Factors~~offering ~~Relating~~enables us to ~~AGBA’s~~transform ~~Hong Kong~~live Events, which are typically only enjoyed by a few thousand people, into digital Events, ~~Operations~~including augmented reality and ~~Proximity~~virtual reality experiences, that can be experienced by millions of consumers globally. Metaverz provides an array of ways to ~~the~~create ~~PRC~~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 business, financial condition, results of operations, and prospects of AGBA may be materially and adversely affected if certain laws and regulations of the PRC become applicable to AGBA or its subsidiaries. AGBA may be subject to the risks and uncertainties associated with the evolving laws and regulations in the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice.13

~~We currently do not have operations in mainland~~Our ~~China.~~Strategic ~~Although~~Growth we do service Chinese clients, all sales of financial products offered by us occur in Hong Kong. We do not sell any financial products in mainland China, and all of our customer data is maintained outside of mainland China. Accordingly, none of us are regulated by any regulatory authorities in mainland China. Pursuant to the Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law do not apply to Hong Kong-based businesses.Plans

~~However, the laws and regulations in the PRC~~Overall ~~are~~Market ~~evolving,~~Opportunities and their enactment timetable, interpretation, and implementation involve significant uncertainties. To the extent that any PRC laws and regulations become applicable to us, we may be subject to the risks and uncertainties associated with the evolving laws and regulations of the PRC, their interpretation and implementation, and the legal and regulatory system in the ~~PRC~~Greater ~~more~~Bay generally, including with respect to the enforcement of laws and the possibility of changes of rules and regulations with little or no advance notice. If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to companies such as AGBA or its subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business, financial condition, results of operations, and prospects of AGBA and its ability to offer securities to investors, any of which may, in turn, cause the value of our securities to significantly decline or become worthless.Area

~~Relevant organs of the PRC government have made~~The ~~recent~~Greater ~~statements~~Bay orArea ~~recently~~comprises ~~taken~~the ~~regulatory~~major ~~actions~~urban ~~related~~centers toof ~~data security~~Guangdong, ~~anti-monopoly~~Hong Kong, and ~~overseas~~Macau ~~listings~~and is one of ~~mainland~~the ~~China businesses.~~world’s ~~For~~largest ~~example~~financial services markets, inwith ~~addition~~an tooverall ~~the~~economy ~~PRC~~size ~~Data~~of ~~Security~~US$1.98 trillion ~~Law~~according ~~and~~to ~~the~~data ~~Measures~~from ~~for~~the ~~Cybersecurity~~Guangdong ~~Review~~Provincial ~~issued~~Office byof the ~~Cyberspace~~ ~~Administration~~Leading ofGroup ~~China~~for ~~which~~the ~~became~~Development ~~effective~~of ~~on February 15, 2022 (~~the ~~“Measures”),~~Guangdong-Hong ~~relevant~~Kong-Macao ~~PRC~~Greater ~~government~~Bay ~~agencies have~~Area. ~~recently~~This ~~taken~~marks ~~anti-trust enforcement~~a ~~action~~new ~~against~~and ~~certain~~higher ~~mainland~~level ~~China-based businesses.~~in ~~Our~~terms ~~management~~of ~~understands~~economic ~~that~~aggregate, ~~such~~after ~~enforcement~~the ~~action~~region’s ~~was~~economy ~~taken~~surpassed ~~pursuant to~~ the ~~PRC~~thresholds ~~Anti-Monopoly~~of US$1.69 ~~Law~~trillion ~~which~~and ~~applies~~US$1.83 trillion ~~to monopolistic activities~~ in ~~domestic economic~~2021 ~~activities in mainland China~~ and ~~monopolistic~~2022 respectively, ~~activities~~solidifying ~~outside~~its ~~mainland~~position ~~China~~as ~~which~~the ~~eliminate~~most ordynamic ~~restrict~~growth ~~market~~engine ~~competition~~ in ~~mainland~~the ~~China~~world. InThe ~~addition,~~GBA inis ~~July 2021,~~an ~~the~~area ~~PRC government provided new guidance on PRC-based companies raising capital outside~~ of ~~the~~vast ~~PRC,~~scale ~~including~~and ~~through arrangements called variable interest entities (“VIEs”). In light of such developments~~wealth, with the ~~SEC~~following ~~has~~defining ~~imposed~~characteristics ~~enhanced~~according ~~disclosure~~to ~~requirements~~2023 ~~on China-based~~Hong ~~companies~~Kong ~~seeking~~Trade toDevelopment ~~register~~Council ~~securities with the SEC.~~research:

~~While~~● weLargest ~~currently~~GDP ~~do not have any operations~~ in ~~mainland~~ China, ~~there~~GDP ~~is no guarantee that the recent statements or regulatory actions by the relevant organs~~ of the PRC government, including statements relating to the PRC Data Security Law, the PRC Personal Information Protection Law, and VIEs as well as the anti-monopoly enforcement actions will continue not to apply to AGBAUS$1. ~~Should~~98 ~~such~~trillion ~~statements or regulatory actions apply to companies such as AGBA or its subsidiaries~~ in ~~the~~2023 ~~future, it could have a material adverse impact on the business, financial condition, results of operations,~~ and ~~prospects~~ ofper-capita ~~AGBA,~~GDP ~~our ability to accept foreign investments, and our ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any~~ of ~~which may~~US$22,867 in ~~turn, cause the value of our securities to significantly decline or become worthless. We cannot predict the extent of such impact if such events were to occur.~~2022;

~~AGBA~~● ~~may~~US$1.98 ~~also~~trillion ~~become~~economy, ~~subject~~compared towith ~~the~~US$2.1 ~~laws~~trillion ~~and regulations~~for ofTokyo ~~the PRC to the extent that we commence business~~ and ~~customer~~US$2.3 ~~facing~~trillion ~~operations~~for inNew ~~mainland~~York; ~~China as a result of any future partnership, acquisition, expansion, or organic growth.~~and

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

~~The~~Hong Kong is ~~PRC~~a ~~government~~major ~~exerts~~financial ~~substantial~~services ~~influence~~hub. According to 2024 Hong Kong Trade Development Council research, Hong Kong’s stock market ~~discretion,~~was ~~oversight,~~the fourth largest in Asia and ~~control~~the ~~over~~seventh largest in the ~~manner~~world in ~~which~~terms ~~companies~~of ~~incorporated~~market ~~under~~capitalisation at the ~~laws~~end of ~~PRC~~August ~~must~~2024. ~~conduct~~Hong Kong ~~their~~is ~~business activities~~the largest offshore RMB clearing centre in the world. ~~AGBA~~Between isJanuary aand September 2024, about 80% of global offshore RMB settlements were processed in Hong Kong~~-based~~. At the end of October, there were 2,623 companies listed on the ~~company~~Hong Kong Exchange (HKEX), with noa ~~operations~~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; ~~however,~~accounted ~~there~~for ~~can~~76 bepercent noof ~~guarantee~~HKEX’s ~~that~~market capitalization. According to the ~~PRC~~Hong Kong ~~government~~Stock ~~will~~Exchange ~~not~~monthly ~~seek~~market tohighlights, ~~intervene~~it orhas ~~influence~~over ~~our~~1,400 ~~operations~~mainland China listed enterprises as at ~~any~~31 December ~~time~~2024.

Because (i) we currently do not have operations in mainland China, (ii) all sales of financial products offered by us, including those to PRC citizens, occur in Hong Kong, and (iii) we do not sell any financial products in mainland China, the PRC government currently does not directly govern the manner in which we conduct its business activities outside of mainland China. However, the PRC legal system is evolving quickly, and PRC laws, regulations, and rules may change quickly with little advance notice, including with respect to Hong Kong-based businesses. As a result, there can be no assurance that we will not be subject to direct influence or discretion over its business from organs of the PRC government in the future, due to changes in laws or other unforeseeable reasons or due to our expansion or acquisition of operations in or involving mainland China.14

~~The PRC government has exercised and continues~~Mainland toinvestor ~~exercise~~activity substantial control over many sectors of the PRC economy, including through regulation and/or state ownership. PRC government actions have had, and may continue to have, a significant effect on economic conditions in ~~the~~Hong ~~PRC~~Kong’s ~~and~~equity ~~the~~market ~~businesses~~has ~~which~~grown ~~are~~over ~~subject to them. If we became subject to~~ the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of our development, expansion, or acquisition of operations in the PRC, we may be required to make material changes in its operations, which may result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply, or bothyears. WeAccording ~~cannot be assured that the PRC government will not, in the future, release regulations or policies regarding other industries, which, if applicable~~ to ~~us,~~HKEX ~~may adversely affect our business~~data, ~~financial condition and results of operations.~~

In● ~~addition,~~Average ~~the~~daily ~~various~~turnover ~~segments~~(ADT) ofon ~~AGBA~~Southbound ~~are regulated~~Stock byConnect ahas ~~number~~grown offrom ~~Hong Kong regulators, including, the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority~~HK$0.9 ~~PRC~~billion government influence or oversight over such Hong Kong regulators may have an indirect but material impact to us, including but not limited to with respect to capital requirements, its ability to operate certain businesses, its operations in ~~certain~~ ~~jurisdictions~~2014 ~~(including the markets in which we may operate in the future) and/or the implementation of certain controls and procedures in relation~~ to ~~risk management or cybersecurity~~HK$38.3 ~~Furthermore,~~billion ~~the~~in ~~market prices and/or liquidity of~~ the ~~securities~~first ofthree wequarters ~~could be adversely affected as a result~~ of anticipated negative impacts of any such government actions, as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless of actual operating performance. There can be no assurance or guarantee that the PRC government would not intervene in or influence our operations, directly or indirectly, at any time.2024;

~~The~~● ~~securities~~Between ofJuly ~~AGBA~~2023 ~~may~~and beSeptember ~~delisted or~~2024, ~~prohibited~~Southbound ~~from~~Stock ~~being~~Connect ~~traded~~recorded ~~“over-the-counter”~~15 ~~under~~consecutive ~~the~~months ~~Holding~~of ~~Foreign~~net ~~Companies~~buying ~~Accountable~~activity, ~~Act~~indicating ~~(as~~growing ~~amended~~demand byfrom ~~the Accelerating~~Mainland ~~Holding~~China ~~Foreign~~investors; ~~Companies Accountable Act) if the PCAOB were unable to fully inspect the company’s auditor.~~and

~~The~~● ~~Holding~~Since ~~Foreign Companies Accountable Act~~2018, or the ~~HFCA~~market ~~Act,~~capitalisation ~~was~~of ~~enacted~~securities ~~into~~portfolios ~~U.S. law~~held onthrough ~~December 18,~~Southbound ~~2020.~~Stock ~~The~~Connect ~~HFCA Act states that if the SEC determines that a company~~ has ~~filed~~grown audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board of the United States (the “PCAOB”) for three consecutive years beginning in 2021, the SEC shall prohibit its securities from ~~being~~HK$789 ~~traded~~billion on a national securities exchange or in the over-the-counter trading market in the U.S. On December 16, 2021, the Public Company Accounting Oversight Board of the United States (the “PCAOB”) issued a Determination Report which found that the PCAOB is unable to ~~inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong~~HK$3.4 ~~Our~~trillion ~~management~~by ~~believes that this determination does not impact us, as~~ the ~~auditor~~end of ~~AGBA, WWC, P.C., (i) is headquartered in California, U.S.A., (ii) is an independent registered public accounting firm with~~ the ~~PCAOB, and~~third ~~(iii) has~~quarter ~~been inspected by the PCAOB on a regular basis. Nonetheless, there can be no assurance that future changes in laws or regulations will not impact AGBA, WWC, P.C., or any future auditor~~ of ~~AGBA~~2024. Accordingly, there can be no assurance that WWC, P.C. will be able to meet the requirements of the HFCA Act and that we will not suffer the resulting material and adverse impact on its stock performance, as a company listed in the United States.

12● 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.

OnAccording to ~~December~~the 2,2023 ~~2021,~~China ~~the~~Private ~~SEC~~Wealth ~~adopted~~Report ~~final~~published ~~amendments implementing~~by ~~congressionally~~China ~~mandated~~Merchants ~~submission~~Bank, ~~and~~the ~~disclosure~~total ~~requirements~~size of ~~the~~China’s ~~HFCA~~individual ~~Act.~~investable Onassets reached ~~December~~RMB278 trillion ~~23,~~(US$39 trillion) ~~2022~~in 2020, ~~the~~a ~~Accelerating Holding~~compound ~~Foreign~~annual ~~Companies~~growth ~~Accountable~~rate ~~Act~~of ~~(AHFCA~~7% ~~Act)~~from 2020 to 2022 and was ~~enacted,~~expected ~~which~~to reach ~~amended~~RMB300 trillion (US$42.2 trillion) by the ~~HFCA~~end ~~Act~~of by2024. ~~requiring~~Meanwhile, in 2022, the ~~SEC~~number toof ~~prohibit~~Chinese anHNWIs ~~issuer’s~~with investable ~~securities~~assets ~~from~~of ~~trading~~RMB on10 ~~any~~million Uor more reached 3.S.16 ~~stock~~million, ~~exchanges~~with ifa ~~its~~CAGR ~~auditor~~of is10% ~~not~~from ~~subject~~2020 to ~~PCAOB~~2022. ~~inspections~~Their ~~for~~investable ~~two~~assets ~~consecutive~~totaled ~~years~~RMB ~~instead~~101 oftrillion, ~~three.~~or AsRMB a31.83 ~~result,~~million ~~the~~in ~~time~~average ~~period~~per ~~before~~person. ~~the~~The ~~Company’s~~number ~~securities~~of ~~may~~Chinese beHNWIs ~~prohibited~~and ~~from~~their ~~trading~~investable orassets ~~delisted~~are ~~for~~expected ~~the~~to ~~above~~grow at ~~reasons~~a ~~has~~CAGR ~~been~~of ~~reduced~~about ~~accordingly~~11% and 12% respectively in the next two years.

~~Lack~~With China ofa ~~access~~significant tostrategic ~~PCAOB~~growth ~~inspections~~opportunity ~~prevents the~~for ~~PCAOB~~many ~~from~~global ~~fully evaluating audits~~ and ~~quality~~regional ~~control~~financial ~~procedures of the accounting firms headquartered in mainland China or Hong Kong. As a result~~institutions, ~~investors in companies using such auditors~~ may beplayers ~~deprived~~have ofopted ~~the~~to ~~benefits of such PCAOB inspections. On August 26, 2022,~~access ~~the~~ China ~~Securities~~opportunities ~~Regulatory~~through ~~Commission,~~Hong orKong ~~CSRC,~~via ~~the~~an ~~Ministry~~‘offshore’ ofmodel. ~~Finance~~Offshore ofinvestment ~~the~~channels ~~PRC,~~through ~~and PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based in China and~~ Hong Kong. ~~Pursuant~~continues to ~~the Protocol, the~~ ~~PCAOB~~be ~~has~~an ~~independent~~attractive ~~discretion~~way tofor ~~select~~servicing ~~any~~Chinese ~~issuer~~wealth ~~audits~~given ~~for~~the ~~inspection~~various orinbound ~~investigation~~ and ~~has~~outbound ~~the~~investment ~~unfettered~~channels ~~ability~~as tomentioned ~~transfer information to the SEC~~earlier. ~~On December 15~~In addition, ~~2022,~~Hong ~~the~~Kong ~~PCAOB~~is ~~announced~~a ~~that~~popular itoffshore ~~was~~investment ~~able to secure complete access to inspect~~ and ~~investigate PCAOB-registered~~service ~~public~~location ~~accounting~~given ~~firms~~its ~~headquartered~~high inconnectivity, ~~mainland~~diversified ~~China~~talent ~~and Hong Kong in 2022~~pool, ~~and the PCAOB Board vacated its previous~~effective ~~determinations~~legal ~~that~~system, ~~the~~competitive ~~PCAOB~~tax ~~was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However~~regime, ~~whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China~~ and ~~Hong~~supportive ~~Kong~~regulatory ~~is subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control~~environment. The ~~PCAOB~~fast-growing isaffluent ~~continuing~~population ~~to demand complete access~~ in ~~mainland~~ China, ~~and Hong Kong moving forward and~~especially ~~is already making plans to resume regular inspections~~ in ~~early~~the ~~2023~~Greater ~~and~~Bay ~~beyond,~~Area aswill ~~well~~be asthe ~~to continue pursuing ongoing investigations and initiate~~ new ~~investigations~~growth asdriver ~~needed.~~for ~~The~~international ~~PCAOB~~asset ~~has~~and ~~indicated~~wealth ~~that~~managers itin ~~will act immediately to consider~~ the ~~need~~coming ~~to issue new determinations with the HFCA Act if needed~~years.

WWC, P.C. is headquartered in California and has been inspected by the PCAOB on a regular basis. We believe, therefore, that WWC, P.C. is not subject to the determinations announced by the PCAOB on December 16, 2021 with respect to PRC and Hong KongCross-~~based auditors. WWC, P.C. is not included in the list~~Border ofWealth ~~determinations~~Management announced by the PCAOB on December 21, 2021 in their HFCA Act Determination Report under PCAOB Rule 6100. If notwithstanding this new framework, the PCAOB was unable to fully inspect WWC, P.C. (or any other auditor of the Company) in the future, or if PRC or American authorities further regulate auditing work of Chinese or Hong Kong companies listed on the U.S. stock exchanges in a manner that would restrict WWC, P.C. (or any future auditor of the Company) from performing work in Hong Kong, we may be required to change its auditor. Furthermore, there can be no assurance that the SEC, Nasdaq, or other regulatory authorities would not apply additional and more stringent criteria to AGBA in connection with audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The failure to comply with the requirement in the HFCA Act, as amended by the AHFCA Act, that the PCAOB be permitted to inspect the issuer’s public accounting firm within two years, would subject us to consequences including the delisting of AGBA in the future if the PCAOB is unable to inspect AGBA’s accounting firm (whether WWC, P.C. or another firm) at such future time.Connect

13On 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.

~~Although~~According to ~~not~~the ~~currently~~implementation ~~subject,~~rules ~~AGBA~~of ~~may~~the Wealth Management Connect scheme published by The People’s Bank of China in September 2021, ~~become~~there ~~subject~~will tobe ~~the~~an ~~PRC~~aggregate ~~laws~~investment ~~and~~quota ~~regulations~~of ~~regarding~~RMB150 billion ~~offerings~~in ~~that~~each ~~are~~of ~~conducted~~the ~~overseas~~“northbound Connect” and~~/or~~ ~~foreign~~“southbound Connect” schemes, with an individual investment inquota up to RMB1 ~~China-based issuers,~~million. Recognized investment products under the “Northbound Scheme” include fixed income (primarily bonds and ~~any~~deposits) ~~failure~~and toequity ~~comply~~wealth management products, along with ~~applicable~~public ~~laws~~securities investment ~~and~~funds ~~obligations~~with ~~could~~low ~~have~~or medium risk rating. Complex investment products with high volatility or leverage are currently excluded. The scheme is expected to facilitate a ~~material~~total ~~and~~fund ~~adverse~~flow ~~effect~~of onRMB300 billion (US$47 billion) in the ~~business,~~sale ~~financial~~of ~~condition,~~investment products. ~~results~~As at the end of ~~operations~~August 2023, ~~and~~the ~~AGBA’s~~amount ~~prospects~~ of ~~AGBA~~cross-boundary fund remittances (including Hong Kong and ~~may~~Macao) ~~hinder~~under ~~AGBA’s~~Cross-boundary ~~ability~~WMC was toRMB6.31 ~~offer~~billion, orthe ~~continue~~quota tousage ~~offer~~of ~~securities to~~which ~~investors~~was ~~and~~far ~~cause~~from the ~~value~~aggregate ofquota ~~such~~under ~~securities~~the toSouthbound ~~significantly~~and ~~decline~~Northbound orSchemes be(i.e. ~~worthless~~RMB300 billion).

~~In recent years, the PRC government has initiated~~According ~~a series of regulatory actions and statements~~ to ~~regulate~~press ~~business~~release ~~operations~~from inthe ~~certain~~Hong ~~areas~~Kong inGovernment ~~China with little advance notice, including cracking down on illegal activities~~ in ~~the~~November ~~securities market~~2023, ~~enhancing supervision over China~~cross-~~based companies~~boundary ~~listed~~WMC ~~overseas~~has ~~using a~~seen ~~VIE~~steady ~~structure,~~development ~~adopting~~since ~~new~~its ~~measures~~launch. toHong Kong ~~extend~~banks ~~the~~engaging ~~scope of cybersecurity reviews, and expanding the efforts~~ in ~~anti-monopoly enforcement. On~~retail ~~June 10,~~banking ~~2021,~~or ~~the~~private ~~Standing~~banking ~~Committee~~businesses ofand ~~the~~registered ~~National~~with ~~People’s Congress enacted~~ the ~~PRC~~Securities ~~Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate~~ and ~~proper~~Futures ~~manner,~~Commission ~~and~~(SFC) ~~stipulates that,~~ for ~~the~~relevant ~~purpose~~regulated ofactivities ~~data~~can ~~protection,~~participate ~~data~~in ~~processing~~Cross-boundary ~~activities~~WMC. ~~must~~Twenty-four beeligible ~~conducted~~Hong ~~based~~Kong onbanks ~~data~~have ~~classification~~commenced ~~and~~relevant ~~hierarchical protection~~businesses ~~system~~with ~~for~~their ~~data~~respective ~~security~~Mainland partner banks.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities markets and promote the high-quality development of the capital markets, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.15

OnAccording to ~~August 20,~~the ~~2021,~~statistics as of end-October 2023 published by the 30People’s ~~meeting~~Bank of China, 62,900 individual investors in the GBA participated ~~Standing~~in ~~Committee~~Cross-boundary ofWMC, ~~the~~including 1344,600 ~~National~~from ~~People’s~~Hong ~~Congress~~Kong ~~voted~~and Macao and ~~passed~~18,300 from the ~~“Personal~~Mainland, ~~Information~~recording ~~Protection~~a ~~Law~~total of ~~the~~more than 35,000 ~~People’s~~cross-boundary ~~Republic~~fund ofremittances ~~China”,~~(covering orHong ~~“PRC~~Kong ~~Personal~~and ~~Information~~Macao) ~~Protection~~amounting ~~Law”,~~to ~~which~~over ~~became~~RMB8.65 ~~effective~~billion. onThe ~~November 1,~~aggregate quota usage under the ~~2021~~Southbound Scheme and Northbound Scheme (covering Hong Kong and Macao) was over RMB2.33 ~~The~~billion ~~PRC~~and ~~Personal~~RMB250 ~~Information~~million ~~Protection~~respectively ~~Law~~(calculated on ~~applies~~a tonet ~~the~~cross-boundary ~~processing~~remittance ofbasis). ~~personal~~Since ~~information~~the resumption of ~~natural~~normal ~~persons~~travel ~~within~~between the ~~territory of~~Mainland, ~~China~~Hong ~~that~~Kong isand ~~carried~~Macao, ~~out~~the ~~outside~~Southbound business ofhas ~~China~~seen ~~where~~significant ~~(1) such~~growth. ~~processing~~In isthe ~~for~~first 10 months of 2023, the ~~purpose~~number of ~~providing~~new ~~products~~individual orinvestors ~~services~~participating ~~for~~in Cross-boundary ~~natural~~WMC ~~persons~~exceeded ~~within China~~6,400, ~~(2) such~~representing ~~processing~~an isincrease toof ~~analyze~~70 orper ~~evaluate~~cent over the ~~behavior~~same period of ~~natural~~2022. ~~persons~~Cross-boundary ~~within~~fund ~~China,~~remittances oramounted ~~(3) there~~to ~~are~~over ~~any~~RMB6.2 ~~other~~billion, ~~circumstances~~having ~~stipulated~~increased bymore ~~related~~than ~~laws~~fivefold ~~and~~over ~~administrative~~the ~~regulations~~same period of 2022.

~~On December 24, 2021, the China Securities~~Future ~~Regulatory~~expansion ~~Commission~~plan (“CSRC”), together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations. On February 17, 2023, the CSRC issued the Trial Measures for the Administration of Overseas Issuance and Listing of Securities by Domestic Enterprises and five supporting guidelines, which became effective on March 31, 2023 (the “Overseas Listing Regulations”). The Overseas Listing Regulations require that a PRC domestic enterprise seeking to issue and list its shares overseas shall complete the filing procedures with the CSRC, failing which we may be fined between RMB 1 million and RMB 10 million.China

OnIn April ~~December 28~~2024, ~~2021,~~ the ~~Cyberspace Administration of~~ China ~~(“CAC”)~~Securities ~~jointly~~Regulatory ~~with~~Commission ~~the relevant authorities formally published Measures for Cybersecurity Review~~ (~~2021~~CSRC) ~~which took~~ ~~effect~~announced onfive ~~February 15,~~measures ~~2022~~to ~~and~~support ~~replaced~~Mainland-Hong ~~the~~Kong ~~former Measures for Cybersecurity Review (2020) issued on July 10, 2021~~connectivity. ~~Measures~~ ~~for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products~~The ~~and~~five ~~services,~~measures and online platform operators (together with the operators of critical information infrastructure, the “CII Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, and that any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.include:

14● 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;

We● ~~may~~Including ~~collect~~REITs ~~and~~into ~~store~~Stock ~~certain~~Connect ~~data (including certain personal information) from their clients, who may be PRC individuals, in connection with their business and operations and for “Know Your Customers” purposes (~~to ~~combat~~enhance ~~money laundering). Given that (1) AGBA and its subsidiaries are incorporated either in Hong Kong or the British Virgin Islands and are located in and conduct their operations in Hong Kong~~liquidity, ~~(2) we have~~offering noinvestors ~~subsidiaries,~~more ~~VIE~~opportunities ~~structure, nor any operations in mainland China, and (3) pursuant~~ to ~~the~~diversify ~~Basic Law, the national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense~~ and ~~foreign~~invest affairs, as well as other matters outside the autonomy of Hong Kong), our management does not currently expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, or the Draft Overseas Listing Regulations to impact our operations. As of date of this annual report, we have conducted all sales activities in ~~Hong Kong and in~~ the ~~aggregate have~~real ~~collected~~estate and stored personal information of less than one million users in the PRC, all of the data collected is stored in servers located in Hong Kong, and none of us or our subsidiaries have been informed by any PRC governmental authority of any requirement that it file for a cybersecurity review or a CSRC review. Accordingly, our management does not currently expect that the laws and regulations in the PRC on data security, data protection or cybersecurity apply to us or that the oversight of the CAC will be extended to our operations in Hong Kong, because (i) AGBA is not a “CII Operator” or a “Network Platform Operator” as defined under the relevant PRC cyberspace lawssector; (ii) AGBA does not harm PRC national security, public interests, or the legitimate rights and interests of citizens or organizations of the PRC; (iii) AGBA is not subject to PRC government cyberspace scrutiny; and (iv) AGBA is compliant with PRC cyberspace laws that have been issued up to the date of this annual report.

~~However,~~● ~~since~~Supporting ~~these statements and regulatory actions are new, it is highly uncertain how soon~~ the ~~legislative~~inclusion ~~or administrative regulation making bodies will act, what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and whether any~~ of ~~these will~~RMB-denominated ~~apply~~stocks tointo ~~us,~~Southbound ifStock atConnect ~~all.~~launched ~~There~~on ~~can~~19 beJune ~~no assurance that we will be able to comply in all respects with any PRC regulatory requirements that may become applicable to it in the future. For example~~2023, our current practice of collecting and processing personal information may be ordered to be rectified or terminated by regulatory authorities. In the event of a failure to comply with any applicable regulations, we may become subject to the consequences of such non-compliance, including fines and other penalties, which, inoffers ~~turn,~~Hong ~~may~~Kong ~~have~~investors a ~~material adverse~~choice ~~effect on the business, operations, financial condition, and prospects~~ of ~~AGBA~~trading ~~and may hinder~~ the ~~ability~~shares of ~~AGBA~~Hong toKong-listed ~~offer~~companies ~~or continue to offer securities to investors. Such an impact could,~~ in ~~turn,~~either ~~cause~~HKD ~~the value of such securities to significantly decline~~ or ~~be worthless.~~RMB;

~~Governments~~● inOptimising ~~the~~mutual ~~jurisdictions~~recognition ~~AGBA~~of ~~operates or~~funds ~~intends~~ to ~~operate~~promote ~~may~~the ~~restrict~~moderate orrelaxation ~~control~~of tothe ~~varying~~proportion ~~degrees~~limit ~~the~~for ~~ability~~cross-border sales of ~~foreign~~mutual ~~investors~~recognition of funds (MRF) and optimize the MRF arrangement to ~~invest~~better inmeet ~~businesses~~the ~~located~~needs ~~or operating~~of investors in ~~such~~Mainland ~~jurisdictions.~~China and Hong Kong; and

~~Because~~● weSupporting ~~are incorporated in~~ the ~~British~~listing ~~Virgin Islands,~~of ~~shareholders~~leading ~~may~~Mainland becompanies ~~deemed to be foreign investors~~ in Hong ~~Kong~~ ~~and therefore be subject to restrictions or controls in Hong~~ Kong ~~on the ability of foreign investors~~ to ~~invest~~further instrengthen ~~business~~communication ~~located~~and orcoordination ~~operating~~with inrelevant ~~Hong Kong.~~departments ~~As a result, there may be a risk of loss~~ to ~~our~~support ~~investors~~eligible ~~due~~leading ~~to,~~Mainland ~~among~~companies ~~other things, expropriation, nationalization or confiscation of assets, or the imposition of restrictions on repatriation of capital invested,~~ in ~~each~~listing case by the governmental or regulatory agencies empowered in Hong Kong. While, in some cases, the British Virgin Islands has entered into international investment treaties or agreements designed to encourage and ~~protect~~financing ~~investment by BVI persons~~ in ~~foreign jurisdictions, there can be no guarantee that such treaties or agreements will cover~~ Hong ~~Kong~~ ~~or that such treaties or agreements will be fully implemented or effective~~Kong. ~~In other cases, we may not be able to take advantage of certain treaties because it or they are British Virgin Islands companies and are therefore exposed to additional risk of such loss.~~

~~AGBA~~With the isbusiness ~~subject~~opportunities tobrought ~~many~~by of the ~~economic and~~Mainland-Hong ~~political~~Kong ~~risks~~connectivity ~~associated~~and ~~with~~Wealth ~~emerging~~Management ~~markets,~~Connect ~~particularly China~~scheme, ~~due~~and tothe ~~its~~upcoming ~~operations~~Insurance Connect inintroduced ~~Hong Kong.~~by ~~Adverse~~the ~~changes~~China ~~in Hong Kong’s~~Insurance orRegulatory ~~China’s economic~~Commission, ~~political,~~China ~~and~~will ~~social~~be ~~conditions~~one asof ~~well~~our asfocus ~~government~~areas ~~policies~~with ~~could~~an ~~adversely~~increasing ~~affect~~addressable ~~AGBA’s~~market ~~business~~ and ~~prospects~~opportunity set.

We ~~currently conduct its business in Hong Kong~~ ~~and~~intend isto ~~considering~~leverage ~~options~~the ~~for~~Group’s ~~expansion~~two decades of ~~its~~experience ~~business~~operating in ~~mainland~~ China. ~~Accordingly,~~We we are ~~subject~~particularly well-positioned to ~~risks~~capture the ~~and~~emerging ~~uncertainties~~opportunities. ~~including fluctuations~~Currently, inwe ~~mainland~~do ~~China’s~~not ~~GDP,~~have ~~unfavorable~~any orChinese ~~unpredictable~~operating ~~treatment~~companies inand ~~relation~~we todo ~~tax~~not ~~matters,~~plan ~~expropriation~~to ofuse ~~private~~“variable interest ~~assets~~entities,” ~~exchange~~or ~~controls~~VIEs, ~~restrictions~~in ~~affecting~~the ~~its~~future ~~ability~~ to ~~make~~conduct ~~cross-border~~our ~~transfers~~operations. ofWhile ~~funds,~~we ~~regulatory~~have ~~proceedings,~~no ~~inflation, currency~~operations ~~fluctuations,~~in ~~or the absence of~~China, orit ~~unexpected~~is ~~changes in, regulations~~ and ~~unforeseeable~~will ~~operational~~continue ~~risks.~~to Inbe part ~~addition,~~of our ~~business,~~ ~~prospects,~~strategy ~~financial~~to ~~condition,~~market and ~~results~~sell ofour ~~operations~~products ~~may~~and beservices ~~significantly~~to ~~influenced~~Chinese bycustomers ~~political,~~located ~~economic,~~in ~~and~~mainland ~~social conditions~~China infrom its Hong Kong based ~~and~~operating ~~China~~subsidiaries ~~generally~~through ~~and~~partnerships byor ~~continued~~customer ~~economic growth in China~~referrals.

15After 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.

~~The Chinese economy differs from the economies~~Strategic ofEnablers most developed jurisdictions (such as Hong Kong) in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the PRC government has implemented measures that focus on accounting for market forces to ~~effect~~Capture ~~economic~~GBA reform and are aimed at reducing the state ownership of productive assets and establishing improved corporate governance in business enterprises, a substantial portion of China’s productive assets are still owned by the government. In addition, the PRC government continues to play a significant role in regulating development through industrial policies. The PRC government also exercises significant control over China’s economic growth through its allocation of resources, control of payment of foreign currency-denominated obligations, monetary policy, and preferential treatment for particular industries or companies. Many of the economic reforms carried out by the PRC government are unprecedented or experimental and are expected to be refined and improved over time. This refining and adjustment process may not necessarily have a positive effect on the operations and business development of AGBA. Other political, economic, and social factors may also lead to further adjustments of the reform measures. For example, the PRC government has in the past implemented a number of measures intended to curtail certain segments of the economy, including the real estate industry, which the government believed to be overheating. These actions, as well as other actions and policies of the PRC government, could cause a decrease in the overall level of economic activity in the PRC and, in turn, have an adverse impact on our business and financial condition.Opportunities

While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures, which may benefit the overall Chinese economy, may have a negative effect to us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, the PRC government has from time to time implemented certain measures, including interest rate changes, to control the pace of economic growth. These measures may cause decreased economic activity in China~~, as evidenced by the slowing of growth of the Chinese economy since 2012. In addition,~~ ~~COVID-19 had~~B2B aPartnership severe and negative impact on the Chinese economy in the first half of 2020. In addition, any future escalation of the ongoing trade war between the United States and China, regional or national instability, or the armed conflict between Russia and Ukraine may negatively impact the growth of the Chinese economy. Any prolonged slowdown in the Chinese economy or adverse changes in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China and may reduce the demand for ~~our~~Customer ~~services and solutions among potential Chinese customers and materially and adversely affect its business and results of operations.~~Acquisition

~~National laws of the PRC do not apply in Hong Kong~~We ~~unless~~intend ~~they~~to ~~are~~upsell ~~listed~~selected incustomers ~~Annex III~~simple ofinsurance ~~the~~products ~~Basic~~through ~~Law~~our ~~and~~local ~~applied~~insurance ~~locally~~brokerage channel, by ~~promulgation~~using orfree ~~local legislation. National laws that~~insurance ~~may~~protection beproducts ~~listed in Annex III are currently limited under the Basic Law~~ to ~~those~~attract ~~which~~customers, ~~fall~~and ~~within~~then ~~the~~conducting ~~scope~~customer ofbehavioral ~~defense~~analysis and ~~foreign affairs~~product asmatching. ~~well~~Based ason ~~other matters outside~~ the ~~limits~~ analysis of ~~the~~social ~~autonomy~~media ofinteraction ~~Hong Kong. National laws~~ and ~~regulations~~digital ~~relating to data protection~~marketing, ~~cybersecurity~~we ~~and~~market ~~the~~our ~~anti-monopoly have~~international ~~not been listed in Annex III~~ and sopartnership doofferings ~~not apply directly~~ to ~~Hong Kong. The~~customers ~~laws~~who ~~and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant~~demonstrate ~~uncertainties.~~interest ~~To the extent any PRC laws~~ and ~~regulations~~refer ~~become~~them ~~applicable~~ to ~~us,~~our itnetwork ~~may~~of befinancial ~~subject~~advisors ~~to the risks and uncertainties associated with the legal system~~ in ~~the~~Hong Kong ~~PRC,~~for ~~including with respect to the enforcement~~ cross-selling of ~~laws~~other ~~and~~financial ~~the~~products ~~possibility of changes of rules~~ and ~~regulations~~ ~~with~~investment ~~little~~portfolio ~~or no advance notice~~recommendations. We ~~may~~intend ~~also become subject~~ to ~~the~~periodically ~~laws~~review ~~and~~our ~~regulations~~referral ofmechanisms ~~the PRC~~ to ~~the~~ensure ~~extent~~their itcontinued ~~commences business and customer facing operations in mainland China as a result of any future acquisition, expansion, or organic growth~~effectiveness.

~~AGBA~~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 ~~expansion~~to ofincrease ~~activities~~our AUM and competitiveness by expanding the types of inlocal ~~China~~and isoverseas ~~subject~~investment vehicles available to ~~various~~it ~~risks~~and to further penetrate its existing customer database.

We, as of the date of this annual report, primarily operate in Hong Kong. We have been pursuing and will continue to pursue its growth strategy in China, particularly in the Greater Bay Area, comprising Macau, Guangzhou, Shenzhen, and the surrounding area. Currently, we do not have any Chinese operating entities and does not plan to use “variable interest entities,” or VIEs, in the future to conduct its operations. Our management intends for such expansion to be conducted through customer referrals and partnerships, with its actual sales activities conducted in Hong Kong.16

16Service Centre for Customer and Partner Servicing

~~Any~~Leveraging our ~~expansion~~existing ofChina ~~our~~local ~~China-related activities~~insurance brokerage licenses, sales teams and infrastructure, we intend to build a business platform to acquire ~~may~~mainland ~~expose~~China itcustomers through referrals and to ~~additional~~establish ~~risks,~~new ~~including:~~partnerships.

●We intend ~~Changing~~to ~~global~~transform ~~environment,~~our ~~including~~existing ~~changes~~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 Umainland China.~~S.,~~ We ~~Chinese,~~intend to build a lead management tool to recommend new and ~~international~~personalized ~~trade~~insurance ~~policies;~~products to customers, which we intend to be a key priority for 2025 and beyond.

●Leverage Our ~~Challenges~~Technology, ~~associated~~Tools ~~with~~and ~~relying~~Features onto ~~local~~Continue ~~partners~~to inAttract ~~markets~~and ~~that~~Engage ~~are not as familiar to AGBA~~Creators, ~~including~~Brands ~~joint~~and ~~venture~~Users ~~partners~~and toBuild ~~help~~a ~~AGBA~~Robust ~~establish its business;~~Ecosystem

●We intend ~~Difficulties~~to ~~managing~~continue ~~operations~~leveraging inour ~~new~~integrated ~~regions,~~global ~~including~~platform ~~complying~~to maximize the growth potential of our business. The proliferation of digital content and engagement with such content, and the ~~various~~convergence ~~regulatory~~of live entertainment and ~~legal~~digital ~~requirements;~~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 ~~Different~~that ~~governmental~~the ~~approval~~suite orof ~~licensing~~tools ~~requirements;~~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 ~~Challenges~~our investments in ~~recruiting~~AI-powered ~~sufficient~~tools ~~suitable~~for ~~personnel~~content indevelopment, ~~new~~moderation, ~~markets;~~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 ~~Challenges~~to incontinue ~~providing~~to ~~services~~invest and ~~solutions~~learn asfrom ~~well~~our asexperiences ~~support~~to inbuild ~~these~~features ~~new~~designed ~~markets;~~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.

~~● Challenges in attracting business partners and customers;~~17

●Over time, ~~Potential~~we ~~adverse~~believe ~~tax~~we ~~consequences;~~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.

●Expand Our ~~Foreign~~Experiential ~~exchange~~Offerings ~~losses;~~in Ways That Create Revenue Opportunities, Build Our Brand and Culture and Fuel Our Ecosystem

●We have ~~Limited~~observed ~~protection~~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 ~~intellectual~~Generational ~~property~~Kinetics, ~~rights;~~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 ~~Inability~~Events we produce are a source of content that afford us with opportunities to ~~effectively~~promote ~~enforce~~and ~~contractual~~leverage orour ~~legal~~Technology ~~rights;~~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 ~~Local~~seek ~~political~~to position ourselves to take advantage of the growing demand for content. Through our owned and licensed entertainment and media products, ~~regulatory~~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 ~~economic~~technologies ~~instability~~have orbroadened ~~wars~~access and enhanced the consumer experience, ~~civil~~premium ~~unrest~~content values have increased. Through our Technology Platform, Events and ~~terrorist~~content ~~incidents~~and distribution properties, we seek to foster value creation, for us and both the artists and influencers that use our Technology Platform.

~~Moreover, changes~~ Invest in ~~China’s~~Adjacent ~~economic, political,~~High orGrowth ~~social~~Industry conditions or government policies could have a material adverse effect on our growth plans. If we are unable to effectively avoid or mitigate these risks, its ability to grow its China-related business will be affected, which could have a material adverse effect on its business, financial condition, results of operations, and prospects.Segments

AsOur global weTechnology ~~further~~Platform ~~expand~~has ~~into~~enabled ~~the~~us ~~international market, it is increasingly subject~~ to ~~additional~~enter ~~legal and regulatory compliance requirements~~new, ~~including~~fast-growing ~~local~~industry ~~licensing~~segments ~~and~~where ~~periodic~~we ~~reporting obligations.~~are Weable ~~may inadvertently fail~~ to ~~comply~~leverage ~~with~~long-standing ~~local~~business partnerships ~~laws~~ and ~~regulations,~~relevant ~~and~~commercial ~~any~~insights ~~such violation could subject~~ to ~~regulatory penalties,~~accelerate ~~such~~scale. asOur ~~revocation~~Technology ofPlatform ~~licenses,~~allows ~~which~~us ~~would~~to inidentify ~~turn~~areas ~~harm~~of ~~its~~growth ~~brand,~~early and ~~reputation,~~benefit ~~business~~from ~~operation~~constant ~~and~~technological ~~financial results~~disruption. ~~Although~~ weOur ~~have~~existing ~~policies~~footprint ~~and~~helps ~~procedures in place~~ to ~~enhance~~facilitate ~~compliance~~organic ~~with~~investment ~~local~~in ~~laws~~new ~~and~~adjacent ~~regulations, there can be no assurance that~~industry ~~its~~segments. ~~employees,~~We ~~contractors,~~plan orto ~~agents~~execute ~~will~~upon ~~stay~~these ~~compliant~~opportunities ~~with~~as ~~these~~they ~~policies~~emerge ~~and~~in ~~procedures~~the future.

~~AGBA’s financial services revenues~~Emphasize ~~are~~Strategic ~~highly~~Growth ~~dependent~~Through onMergers ~~macroeconomic conditions as well as market conditions in Hong Kong, China,~~ and ~~globally. Disruptions in~~Acquisitions ~~the~~on ~~global~~Our ~~financial~~Technology ~~markets and economic conditions could adversely affect the AGBA and its institutional clients and customers.~~Platform

~~Given~~Our mergers ~~the~~and ~~significant~~acquisitions ~~proportion~~strategy ofhas ~~its~~been ~~business operations~~focused ~~concentrated~~on investing in ~~Hong Kong,~~intellectual ~~our~~property ~~success~~and ~~depends~~acquiring ~~largely~~capabilities onfor ~~the~~our ~~health~~Technology Platform. ofWe ~~the~~will ~~Hong Kong~~continue ~~financial~~to ~~industry,~~invest ~~which is affected by changes~~ in ~~general~~mergers ~~economic~~and ~~conditions~~acquisitions ~~beyond~~to ~~the~~complement our ~~control.~~internal ~~Economic~~capabilities ~~factors~~and ~~such~~enhance asthe ~~increased~~value ~~interest~~of ~~rates, slow~~our ~~economic~~Technology ~~growth~~Platform. orWe ~~recessionary~~believe ~~conditions,~~that ~~changes~~owning ina ~~household~~highly ~~debt~~curated ~~levels,~~intellectual ~~and~~property ~~increased~~asset ~~unemployment~~base orand ~~stagnant~~global orcapabilities ~~declining~~set ~~wages affect~~further enhance the ~~our~~ecosystem ~~customers’~~connectivity ~~income~~that ~~and~~makes ~~thus~~our ~~their~~Technology ~~ability~~Platform ~~and~~the ~~willingness~~ideal tohome ~~take~~for ~~loans~~numerous ~~from~~future ~~us,~~acquisition ~~invest~~targets ~~with~~that ~~us,~~fit orthe ~~engage~~profile of ~~with~~ our ~~other~~ ~~financial~~investment ~~products~~strategy. ~~Domestic~~We ~~and~~also ~~global~~will ~~events~~opportunistically ~~affect~~seek ~~all~~to ~~such~~monetize ~~macroeconomic~~and ~~conditions. Weak~~ or adispose ~~significant~~of ~~deterioration~~certain ~~in economic~~assets, ~~conditions~~if ~~reduce~~needed. ~~the~~We ~~amount~~also ofbelieve that ~~disposable~~the ~~income~~insights ~~both~~that ~~individual~~we ~~and~~have ~~institutional~~gained ~~consumers~~from ~~have,~~our ~~which~~position in ~~turn~~the ~~reduces~~content ~~consumer spending~~ecosystem, ~~and~~social ~~their~~media ~~willingness~~landscape toand ~~engage~~e-commerce ~~with~~business ~~the~~give us ~~our~~access ~~financial~~to ~~services.~~a ~~Any~~vast oramount ~~all~~ of ~~the~~information ~~circumstances~~that ~~described~~informs ~~above~~our ~~may~~investment ~~lead~~activities ~~to further~~and ~~volatility~~has ~~in or disruption of~~ the ~~credit~~potential ~~and~~to ~~other~~provide ~~financial~~access ~~markets~~to atproprietary acquisition ~~any time~~ and ~~could~~investment ~~adversely affect our financial condition~~opportunities.

~~Changes~~Our management inteam also has the ~~condition~~combined experience of ~~Hong Kong’s and~~executing ~~China’s~~more ~~economies~~than ~~generally~~$50 ~~affect~~billion ~~the~~in ~~demand~~transactional value in content and ~~supply~~technology mergers ofand ~~financial~~acquisitions. ~~products~~Collectively, ~~which~~we inbelieve ~~turn~~these ~~will~~insights ~~affect~~and ~~demand~~experience ~~for~~position ~~the~~us ~~solutions that~~well weto ~~provide.~~evaluate ~~For~~targets ~~example,~~and aidentify ~~credit~~synergies and ~~crisis,~~growth orpotential. ~~prolonged~~We ~~downturn~~seek into leverage the ~~credit~~experience ~~markets~~and ~~could~~relationships ~~severely~~of ~~affect~~ our ~~operating~~management ~~environment by~~team, ~~for~~creative ~~example,~~incentive ~~causing~~structures ato ~~tightening~~our partners inand ~~credit~~our ~~guidelines,~~portfolio ~~limited~~of ~~liquidity,~~assets ~~deterioration~~to inattract ~~credit~~Brands ~~performance,~~and orCreators ~~increased~~to ~~foreclosures~~our Technology Platform. ~~Since~~ aThis ~~significant~~experience, ~~portion~~together ofwith learnings from our ~~revenue~~acquisitions isto ~~generated~~date ~~from~~and ~~transaction-based fees~~insights ~~and~~gained ~~commissions,~~from aour ~~decrease~~position in ~~transaction~~the ~~volumes could~~content ~~cause~~ecosystem, agive ~~material~~us ~~decline~~access into ~~our~~a ~~revenues~~vast ~~for~~amount ~~the~~of ~~duration~~information that ofcan ~~such~~help ~~crisis~~us assess acquisition targets.

Global economies could suffer dramatic downturns as the result of a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, extreme volatility in security prices, diminished liquidity and credit availability, and ratings downgrades or declining valuations of certain investments. In past economic downturns, governments have taken unprecedented actions to address and rectify these extreme market and economic conditions, including by providing liquidity and stability to the financial markets. If these actions are not successful, the return of adverse economic conditions may significantly affect the businesses of our customers, which could in turn negatively affect our revenues.18

17Creating an Ecosystem Empowered by Fintech

~~In addition, there is considerable uncertainty over the long-term~~Hong ~~effects of the expansionary monetary and fiscal policies adopted by central banks and financial authorities in some of the world~~Kong’s ~~leading economies, including the European Union, the United States, and China. There have been concerns~~ ~~over~~Fintech unrest and terrorist threats in the Middle East, Europe, and Africa. There have also been concerns on the relationship among China and other Asian countries, which may result in or intensify potential conflicts in relation to territorial disputes, and escalations in the trade tensions between the United States and China. Starting from 2018, changes in U.S. trade policies have occurred, including the imposition of tariffs. These types of developments, including a potential trade war, could have a material adverse impact on the Chinese economy and in turn on the Hong Kong economy. On January 31, 2020, the United Kingdom ceased to be a member of the European Union (commonly referred to as “Brexit”). The effects of Brexit on worldwide economic and market conditions remain uncertain. Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets. Furthermore, protests in Hong Kong in 2019, political instability in the Korean Peninsula, a slump in commodity prices, uncertainty over interest rates in the United States, and the armed conflict between Russia and Ukraine have also resulted in instability and volatility in the global financial markets. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.Landscape

~~Failure~~In July 2018, tothe ~~comply~~HKMA ~~with~~introduced ~~existing~~the or“Open ~~future laws~~API Framework” to facilitate the development and ~~regulations~~wider ~~related~~adoption toof ~~data~~application programming ~~protection~~interfaces or ~~data~~APIs ~~security~~by ~~could~~the ~~lead~~banking tosector. ~~liabilities~~The Open API functions include product information, ~~administrative~~customer ~~penalties~~acquisition, oraccount information ~~other~~and ~~regulatory~~transactions. The HKMA also launched the Faster Payment System in September 2018 to facilitate real-time payments ~~actions,~~and ~~which~~fund ~~could~~transfers ~~negatively~~between ~~affect~~banks and stored value facility operators with the ~~AGBA~~use of a recipient’s ~~operating~~mobile ~~results~~number or email address as an account proxy. We believes that, with the on-going business integration with the GBA, ~~and~~Hong Kong ~~prospects~~is likely to see further liberalization in the financial services sector in the coming years, especially in relation to the use of financial technologies.

~~The~~In July 2018, ~~regulatory~~the ~~framework~~HKMA ~~for~~introduced the ~~collection, use,~~“Open ~~safeguarding,~~API ~~sharing,~~Framework” ~~transfer~~to facilitate the development and ~~other~~wider ~~processing~~adoption of ~~personal~~application programming ~~data~~interfaces ~~worldwide~~or isAPIs ~~rapidly~~by ~~evolving~~the ~~and~~banking issector. ~~likely~~The toOpen ~~remain~~API ~~uncertain for~~functions ~~the~~include ~~foreseeable~~product ~~future.~~information, ~~Regulatory~~customer ~~authorities~~acquisition, inaccount information ~~virtually~~and ~~every~~transactions. ~~jurisdiction~~The inHKMA ~~which~~also welaunched ~~have~~the ~~implemented~~Faster orPayment ~~are~~System ~~considering~~in ~~a number~~September 2018 ofto ~~legislative~~facilitate real-time payments and ~~regulatory~~fund ~~proposals~~transfers ~~concerning~~between ~~personal~~banks ~~data~~and ~~protection.~~stored ~~Our~~value ~~management~~facility ~~has~~operators ~~been~~with ~~monitoring~~ the ~~evolution~~ use of ~~this~~a ~~area~~recipient’s ofmobile ~~law~~number ~~and~~or ~~intends~~email toaddress as ~~take~~an ~~steps~~account toproxy. ~~ensure~~We ~~compliance~~believes that, with ~~laws~~the ~~applicable~~on-going business tointegration ~~our~~with ~~current~~the ~~operations~~GBA, in Hong Kong ~~and~~is likely to see further ~~potential~~liberalization ~~future~~in ~~operations~~the financial services sector in ~~China~~the coming years, especially in relation to the use of financial technologies.

~~While our management believes that we are not~~Group ~~currently~~Synergy ~~subject~~ to ~~PRC laws relating to the collection, use, sharing, retention, security, and transfer of confidential and private information, such as personal information and other data, We may~~ be ~~subject~~Realized toLeveraging ~~such~~on ~~laws~~Existing inInfrastructure ~~the future. These laws continue to develop,~~ and ~~the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.~~Partners

~~Risk~~To provide ~~Factors~~a ~~Relating~~seamless tocustomer ~~AGBA~~journey, increase customers’s ~~Business~~stickiness and deepen their share wallet, Our future strategic focus intends to create an integrated digital ecosystem by leveraging existing infrastructure, customers and partners.

~~The~~We ~~ability of AGBA to continue as a going~~intends ~~concern is dependent upon its ability~~ to ~~raise~~realize ~~additional~~synergies ~~funds~~across ~~and~~different ~~implement its~~ business ~~plan.~~units by:

~~Our~~● ~~consolidated~~focusing ~~financial~~on ~~statements~~product ~~accompanying~~portfolio ~~this annual report were prepared assuming that we will continue as a going concern~~enhancements, ~~which~~including ~~contemplates~~endowment ~~continuity~~insurance ~~of operations, realization of assets,~~ and ~~liquidation of~~investment ~~liabilities~~fund insavings the normal course of business. For the year ended December 31, 2023, we reported approximately US$49.2 million net loss and US$42.3 million net cash outflows from operating activities. As of December 31, 2023, we had the accumulated losses of approximately US$65.6 million and cash and cash equivalents of $1.9 million.plans;

~~Our~~● ~~management~~leveraging ~~intends~~the toflexibility ~~continue~~offered toby ~~monitor our~~different ~~capital~~financing ~~structure and evaluate various funding alternatives that may be needed to finance its growth strategy~~options, ~~business~~including ~~development, and~~insurance ~~operating~~premium ~~expenses~~financing, ~~including~~point-of-sale ~~fundraising~~consumer ~~through equity or debt capital markets. Nonetheless~~credit, ~~there~~personal ~~can~~credit befacility ~~no assurance that we will be successful in such fundraising~~ or ~~that~~mortgage ~~if it can secure such funds that they will be sufficient to meet the~~ financing; ~~needs of AGBA~~ and ~~to allow us to continue as a going concern. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Going Concern.”~~

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

~~The~~Our digital ~~success~~platform ~~and~~is ~~growth~~one of ~~AGBA~~its ~~will~~core ~~depend, in~~customer ~~part,~~acquisition ~~upon~~engines ~~its~~which ~~ability~~we intends to befurther equip with functionalities including a ~~leader~~cash management intool ~~technological~~for ~~innovation~~customers, inand ~~its~~a ~~industries~~transaction platform that encompasses insurance and investment products, retail consumption, medical appointments, content marketing and social sharing.

~~We operate in industries experiencing rapid technological~~By ~~change~~targeting ~~and~~customers’ ~~frequent~~needs ~~product~~at ~~introductions.~~various Tolife ~~succeed~~stages, we ~~must~~intends ~~lead~~to ~~its~~provide ~~peers~~a inone-stop service ~~designing,~~to ~~innovating,~~customers ~~and~~while ~~introducing~~enhancing ~~new technology~~its ~~and~~cross-selling business ~~product offerings~~opportunities. ~~The~~Further ~~process~~collaboration ofwill ~~developing~~also ~~new~~be ~~technologies~~sought ~~and~~in ~~products~~the isfuture ~~complex,~~with ~~and~~its iflocal wepartners ~~are~~and ~~unable~~overseas fintech toinvestments. ~~successfully~~Fintech ~~innovate and~~will continue to ~~deliver~~invest ain ~~superior~~fintech ~~client~~developments ~~experience,~~to ~~the~~improve ~~demand for~~ its ~~products~~capabilities and ~~services~~attract ~~may~~local ~~decrease,~~and ~~it may lose market share~~global ~~and~~business ~~its growth and operations may be hampered~~partners.

For example, part of our Platform Business relies on its continued ability to process loan applications over the internet, accept electronic signatures, provide instant process status updates, and provide other client- and loan applicant-expected conveniences. Our ~~proprietary platform technology is integrated into~~ ~~all~~Corporate steps of its business processes. Our dedication to incorporating technological advancements into its service platforms requires significant financial and personnel resources. Maintaining and improving this technology will require us to expend significant capital expenditures on its proprietary technology platforms.Information

ToWe were ~~the~~originally ~~extent~~incorporated ~~that we are dependent~~ on ~~any~~October ~~particular technology or technological solution~~8, it2018 ~~may~~in bethe ~~harmed~~British ifVirgin ~~such~~Islands ~~technology~~as ora ~~technological~~special ~~solution~~purpose ~~becomes~~acquisition ~~non-compliant with~~company ~~existing industry~~under ~~standards, fails to meet or exceed~~ the ~~capabilities~~former name of ~~its~~AGBA ~~competitors’~~Acquisition ~~equivalent~~Limited ~~technologies~~(“AAL”). orIn ~~technological~~connection ~~solutions, becomes~~with ~~increasingly~~the ~~expensive~~consummation toof ~~service,~~the ~~retain,~~Business ~~and~~Combination ~~update,~~(as ~~becomes~~defined ~~subject to third-party claims of intellectual property infringement~~below), ~~misappropriation,~~we orchanged ~~other~~our ~~violation,~~name orfrom ~~malfunctions~~“AGBA orAcquisition ~~functions~~Limited” into a“TRILLER ~~way~~GROUP ~~not anticipated~~INC.”. ~~Additionally,~~Our ~~new~~principal ~~technologies~~executive ~~and~~office ~~technological~~is ~~solutions~~located ~~are~~at ~~continually~~7119 ~~being~~West ~~released.~~Sunset ~~As such~~Boulevard, Suite ~~it is difficult to predict the problems that we may encounter in improving its websites’~~782 ~~and~~Los ~~other technologies’ functionality~~Angeles, CA.

~~The technologies that AGBA uses may contain undetected errors, which could result in customer dissatisfaction, damage to the AGBA’s reputation, or loss of customers.~~19

~~Some of the solutions that we offer are built~~Our onCorporate large stacks of data, requiring sophisticated and innovative technologies to address our operating needs, predict operating patterns, and help make decisions in terms of business strategies and implementation plans. We aim to make its operations and solutions more streamlined, automated, and cost-effective by using advanced technologies which are currently under development. We may encounter technical obstacles, and it may discover problems that prevent such technologies from operating properly, or at all, which could adversely affect our information infrastructure and other aspects of its business where such technologies are applied. If our solutions do not function reliably or fail to achieve its customers’ expectations for performance, we may lose existing customers or fail to attract new ones, which may damage its reputation and adversely affect its business, financial condition, and results of operations. Material performance problems, defects, or errors in our existing or new software, applications, and solutions may arise and may result from the interface between solutions and systems and data that it did not develop, the function of which is beyond its control, or defects and errors that were undetected in internal testing. These types of defects and errors, and any failure by us to identify and address them, could result in a loss of revenue or market share, diversion of development resources, harm to our reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential customers from utilizing our solutions. Correcting these types of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on our business, financial condition, and results of operations.Information

We were ~~rely~~originally incorporated on ~~our~~October 8, ~~business~~2018 ~~relationships~~in ~~with product~~the ~~issuers~~British ~~and~~Virgin Islands as a special purpose acquisition company under the former ~~success~~name of ~~those~~AGBA ~~product~~Acquisition ~~issuers,~~Limited ~~and~~(“AAL”). In connection with the ~~future~~consummation ~~development~~of ~~depends,~~the inBusiness ~~part~~Combination (as defined below), on ~~the~~October ~~growth~~15, of2024, ~~such~~we ~~product~~changed our name from “AGBA Acquisition Limited” to “Triller Group Inc.” ~~issuers~~Our ~~and~~headquarters ~~their~~in ~~continued~~Hong ~~collaboration~~Kong is located at AGBA Tower, 68 Johnston Road, Wan Chai, Hong Kong.

~~The Platform Business relies, in part, on financial~~Intellectual products provided by certain banks, insurance companies, or other companies that offer financial products (product issuers). Our management team believes that establishment of business relationships with major product issuers such as MassMutual Asia Limited, Prudential Hong Kong Limited, and Zurich International Life Limited, which facilitates our ability to provide a wide variety of products to satisfy customers’ needs and enables it to negotiate favorable terms with such product issuers, to the benefit of its customers, contributes to its current success. The long-term business relationships that the Platform Business has established with major product issuers are formed on the basis of the terms of business, broker contracts, and/or conditions issued by the product issuer(s) setting out the terms and conditions upon which product issuer(s) are prepared to accept business referred or introduced to them. However, there is no assurance that the Platform Business will succeed in maintaining existing and/or establishing new, strategic relationships with product issuers. If the Platform Business cannot maintain and/or establish such relationships, it and its subsidiaries’ access to similar financial products may be restricted, and their business, operations, and financial position may, in turn, be adversely affected.Property

19We 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.

~~The~~Our intellectual ~~Platform~~property ~~Business’s~~includes ~~future~~the ~~development depends~~“Triller,” in“Triller ~~part~~Fight Club,” on“TrillerFest,” ~~the~~“TrillerTV,” “FITE,” ~~growth~~“Cliqz”, ~~of such product issuers~~“Fangage”, on“Julius” ~~their~~and ~~continued~~“Thuzio” ~~development~~Brands ofin ~~new~~addition ~~financial~~to ~~products,~~the trademarks and oncopyrights ~~their~~associated ~~continued collaboration.~~with ~~Failure~~our bycontent, ~~such~~Events, ~~product~~and ~~issues~~the rights to ~~continue~~use tothe ~~sell~~intellectual ~~new~~property ~~financial~~of ~~products~~our ~~may,~~commercial inpartners. Substantially ~~turn,~~all ~~limit~~of our ~~ability~~IP toand ~~offer~~owned ~~such products~~assets tothat ~~their~~we ~~customers.~~acquire ~~There~~are ~~can~~protected beby notrademarks ~~assurance~~and ~~that~~copyright, ifwhether ~~any~~registered ~~product~~or ~~issuer~~unregistered. To ~~discontinued~~protect its ~~business~~existing orand ~~ceased~~potential, tofuture ~~collaborate with~~intellectual usproperty, ~~could~~we ~~find~~have ~~replacement~~entered ~~products~~into onconfidentiality ~~comparable~~and ~~terms~~proprietary rights agreements with employees, orconsultants, atcontractors ~~all.~~and Ifbusiness ~~the~~partners; ~~Platform~~employees ~~Business~~and ~~cannot~~contractors ~~maintain~~are ~~its~~also ~~current~~subject ~~pipeline~~to invention assignment ofprovisions. ~~products~~As ~~from~~part ~~product~~of ~~issuers,~~its itcontracting ~~and~~process ~~its~~with ~~subsidiaries’~~third ~~access~~parties, towe ~~similar~~use ~~financial~~contract ~~products~~terms ~~may~~such beas ~~restricted~~limited licenses, ~~and~~restrictions ~~their~~on ~~business~~use, ~~operations,~~ and ~~financial~~confidentiality, ~~position~~as ~~may,~~additional inmeasures ~~turn,~~to beprotect ~~adversely~~its ~~affected~~intellectual property.

The property agency segment of the Platform Business has historically operated on thin margins, which expose it to risk of non-profitability and recent trends have caused the segment to be loss-making.Facilities

~~The~~Our headquarters ~~property~~in ~~agency~~Hong Kong ~~segment~~is oflocated ~~the~~at ~~Platform~~AGBA ~~Business~~Tower, ~~run~~ by68 ~~OnePlatform~~Johnston ~~International~~Road, ~~Property~~Wan ~~Limited~~Chai, ~~(“OIP”)~~Hong Kong, ~~has~~which ~~historically~~is ~~operated~~situated ~~with~~in ~~thin~~one ~~profit~~of ~~margins. In accordance~~Hong Kong’s ~~with~~prime ~~its~~central ~~contracts~~business ~~with~~districts. ~~property~~The ~~developers~~lease ~~and~~agreement ~~agreements~~for ~~with~~the ~~its own staff~~building, ~~commission~~between ~~income~~Viewbest ~~from~~Investments ~~OIP’s~~Limited ~~operations~~(Viewbest), isas ~~dispersed~~landlord, ~~broadly~~and ~~among~~Legacy ~~both~~Group, ~~the~~was ~~consultancy~~executed ~~force~~on ~~and salespersons~~June 14, ~~often equaling up to 50% of the commission~~2019. ~~This significant split of commission income has historically resulted in marginal profit for OIP.~~

~~In recent years, the segment has been loss-making~~The ~~and~~term was supported by intercompany loans. While our management intends to generate sufficient cash flows from the segment to repay such intercompany loans and create positive profit margins, there can be no assurance that the property agency segment of the ~~Platform~~AGBA ~~Business will~~Tower belease ~~able~~is ~~to generate such cash flows now or in the future. Without a change in the commission sharing mechanism or optimization of the segment’s operating costs~~six years, ~~the~~with property agency segment’s ability to achieve additional profits may be limited. There can be no assurance that OIP will be able to achieve changes in commission sharing or optimization of operating costs to sufficient levels, or at all. In addition, given the competitive environment in which OIP operates, there also can be no guarantee that such changes would not create a ~~loss~~tentative ofexpiry ~~engagement~~date ~~with property developers and salespersons. Such disruptions to the property agency segment~~ of ~~the Platform Business could have negative effects on its business~~February 28, ~~financial condition, results of operations, and prospects~~2026.

~~AGBA relies on third parties for various~~While ~~aspects~~we ofare ~~its~~not ~~business and~~ the ~~services~~party ~~and~~to ~~solutions~~the ~~that it offers.~~ AGBA’s ~~business,~~Tower ~~results~~lease ~~of operations~~agreement, ~~financial~~we ~~condition, and~~are ~~reputation~~currently ~~may~~occupying bespace ~~materially and adversely affected if these third parties do not continue to maintain or expand their relationship with AGBA, or if they fail to perform~~ in ~~accordance with~~ the ~~terms of their relevant contracts~~building.

We rely on third parties for various aspects of its business and the solutions they offer. For example, we rely on computer hardware, software, and cloud services, internet and telecommunication services, and third-party supplied data. We expect to continue to rely on these third parties to supplement its capabilities for a significant period, if not indefinitely. Therefore, we need all of these parties to function in a flawless and timely manner in order to conduct its business. However, there can be no assurance that these third parties will provide their support properly or in a cost-effective manner or that the third party-supplied data we rely on will be complete, accurate, or reliable. In the event of problems with any of these third-party providers, transitioning to new providers may disrupt our business and increase costs.Employees

~~If any~~ As of ~~the~~December ~~third-party service~~31, ~~providers fail to perform properly~~2024, ~~there can be no assurance that~~ we ~~would~~had be288 ~~able~~full-time toand ~~find suitable replacement suppliers on commercially reasonable terms on a timely basis, or at all. The third~~full-~~party service~~time ~~providers~~equivalent ~~may carry out their business in an inappropriate manner or in violation of regulations or laws~~employees. ~~Any~~None of ~~such~~the ~~occurrences~~employees ~~could~~are ~~diminish~~represented ~~our~~by ~~ability~~a tolabor ~~operate or damage its business reputation~~union, orand ~~cause~~we itconsider ~~regulatory or financial harm, any of which could negatively affect~~ our ~~business,~~employee ~~financial~~relations ~~condition,~~to ~~and~~be ~~results of operations~~good.

~~Failure to maintain and enlarge the customer~~Website ~~base~~Access ~~of AGBA or~~ to ~~strengthen~~Company’s ~~customer~~Reports ~~engagement may adversely affect its business~~ and ~~results~~Disclosure ~~of operations.~~Information

Our internet ~~revenue~~website ~~growth~~address ~~depends,~~is ~~in part~~https://www.agba.com, ~~on its ability~~ to ~~maintain~~which ~~and~~we ~~enlarge~~regularly ~~its~~post ~~customer~~copies ~~base~~of ~~and~~our ~~strengthen~~press ~~customer~~releases ~~engagement~~as sowell ~~that~~as ~~more~~additional ofinformation about ~~its~~us. ~~customers~~Our ~~will~~annual ~~use~~reports ~~our~~on ~~solutions~~Form ~~more often~~10-K, ~~and~~quarterly ~~contribute~~reports toon ~~our~~Form ~~revenue~~10-Q, ~~growth.~~current ~~Although~~reports weon ~~maintain~~Form ~~business~~8-K, ~~relationships~~and ~~with~~all ~~its~~amendments ~~existing~~to ~~customers~~those ~~and has successfully~~reports ~~developed~~filed, ~~different~~will ~~marketing~~be ~~channels~~available to ~~generate~~you ~~business~~free ~~from~~of ~~referrals,~~charge ~~recurring~~through ~~business,~~the ~~and~~Investors ~~direct~~section ~~marketing,~~of ~~less~~our ~~than~~website ~~15%~~as ~~of the~~soon ~~total~~as ~~revenue~~reasonably ~~for~~practicable ~~the~~after ~~year~~such materials ~~ended~~have ~~December~~been 31electronically filed with, ~~2023~~or ~~was~~furnished ~~generated~~to, bythe ~~recurring~~Securities ~~business~~and ~~from~~Exchange ~~existing~~Commission ~~customers~~(the ~~purchasing~~“SEC”). ~~new~~The ~~products~~SEC ~~through~~maintains ~~the~~an ~~Platform~~internet ~~Business~~site (http://www.sec.gov) ~~This~~that ~~diffusion~~contains ofreports, ~~our~~proxy ~~customer~~and ~~base~~information ~~requires~~statements, usand toother ~~constantly~~information ~~maintain~~regarding issuers ~~and~~that ~~refresh~~file ~~its~~electronically ~~broad~~with ~~customer base~~the SEC. ~~Our~~We ~~customers~~include ~~are,~~our ~~however,~~web ~~geographically~~site ~~concentrated,~~address asin ~~substantially~~this ~~all~~Annual ofReport ~~its~~on ~~major~~Form ~~customers~~10-K ~~are~~only ~~located~~as inan ~~Hong Kong.~~inactive ~~Fluctuations~~textual inreference. ~~the~~Information ~~macro-economic environment~~contained in ~~Hong Kong~~our ~~may~~website ~~have~~does ~~adverse~~not ~~effects~~constitute ona part of this report or our ~~major~~other ~~clients~~filings with the SEC.

~~There can be no assurance that our customers~~ITEM ~~will continue to use its services and solutions once their existing contract or relationship expires or that they will purchase additional solutions from us~~1A. ~~This~~ ~~risk~~RISK is especially apparent in circumstances where it is inexpensive for them to switch service providers. Our ability to maintain and enlarge its customer base and strengthen customer engagement will depend on many factors, some of which are out of our control, including:FACTORS

●Risks Factors ~~its~~Relating ~~ability~~ to ~~continually~~the ~~innovate~~Company’s ~~technologies~~Hong Kong toOperations ~~keep~~and ~~pace~~Proximity ~~with~~to ~~rapid~~the ~~technological changes;~~PRC

●The business, financial condition, results of operations, and prospects of the Company may be materially and adversely affected if certain laws and regulations of the PRC become applicable to the Company or its ~~ability~~subsidiaries. the Company may be subject to ~~continually~~the ~~innovate~~risks ~~solutions~~and uncertainties associated with the evolving laws and regulations in ~~response~~the PRC, their interpretation and implementation, and the legal and regulatory system in the PRC more generally, including with respect to ~~evolving~~the ~~customer~~enforcement ~~demands~~of laws and ~~expectations~~the possibility of changes of rules and ~~intense~~regulations with ~~market~~little ~~competition;~~or no advance notice.

●The Company currently does not have operations in mainland China. Although the Company and its ~~ability~~subsidiaries do service Chinese clients, all sales of financial products offered by the TAG Business and its subsidiaries occur in Hong Kong. the Company does not sell any financial products in mainland China, and all of the TAG Business’s customer data is maintained outside of mainland China. Accordingly, none of the Company or its subsidiaries are regulated by any regulatory authorities in mainland China. Pursuant to ~~customize~~the ~~solutions~~Basic Law of the Hong Kong Special Administrative Region (the “Basic Law”), which is a national law of the PRC and the constitutional document for ~~customers;~~Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. The Basic Law expressly provides that the national laws of the PRC which may be listed in Annex III of the Basic Law shall be confined to those relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong. While the National People’s Congress of the PRC has the power to amend the Basic Law, the Basic Law also expressly provides that no amendment to the Basic Law shall contravene the established basic policies of the PRC regarding Hong Kong. As a result, national laws of the PRC not listed in Annex III of the Basic Law do not apply to Hong Kong-based businesses.

●However, the ~~customer~~laws ~~satisfaction~~and ~~with~~regulations ~~our~~in ~~solutions~~the PRC are evolving, ~~including~~and ~~any~~their ~~new~~enactment ~~solutions~~timetable, interpretation, and implementation involve significant uncertainties. To the extent that ~~AGBA~~any PRC laws and regulations become applicable to the Company, the Company may ~~develop~~be subject to the risks and uncertainties associated with the evolving laws and regulations of the PRC, their interpretation and implementation, and the ~~competitiveness~~legal and regulatory system in the PRC more generally, including with respect to the enforcement of ~~pricing~~laws and ~~payment~~the ~~terms;~~possibility of changes of rules and regulations with little or no advance notice. If certain PRC laws and regulations, including existing laws and regulations and those enacted or promulgated in the future, were to become applicable to companies such as the Company or its subsidiaries in the future, the application of such laws and regulations may have a material adverse impact on the business, financial condition, results of operations, and prospects of the Company and its ability to offer securities to investors, any of which may, in turn, cause the value of ILLR’s securities to significantly decline or become worthless.

●Relevant organs of the ~~effectiveness~~PRC government have made recent statements or recently taken regulatory actions related to data security, anti-monopoly, and overseas listings of ~~our~~mainland ~~solutions~~China businesses. For example, in ~~helping~~addition ~~customers~~to ~~improve~~the ~~efficiency~~PRC Data Security Law and the Measures for Cybersecurity Review issued by the Cyberspace Administration of China which became effective on February 15, ~~enhance~~2022 ~~service~~(the ~~quality~~“Measures”), relevant PRC government agencies have recently taken anti-trust enforcement action against certain mainland China-based businesses. The management of ILLR understands that such enforcement action was taken pursuant to the PRC Anti-Monopoly Law which applies to monopolistic activities in domestic economic activities in mainland China and ~~reduce~~monopolistic ~~costs;~~activities outside mainland China which eliminate or restrict market competition in mainland China. In addition, in July 2021, the PRC government provided new guidance on PRC-based companies raising capital outside of the PRC, including through arrangements called variable interest entities (“VIEs”). In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to register securities with the SEC.

●While the ~~customers~~Company currently does not have any operations in mainland China, there is no guarantee that the recent statements or regulatory actions by the relevant organs of the PRC government, including statements relating to the PRC Data Security Law, the PRC Personal Information Protection Law, and VIEs as well as the anti-monopoly enforcement actions will continue not to apply to the Company. Should such statements or regulatory actions apply to companies such as ILLR or its subsidiaries in the future, it could have a material adverse impact on the business, financial condition, results of operations, and prospects of ILLR, ILLR’s ~~acceptance~~ability to accept foreign investments, and ILLR’s ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any of ~~our~~which ~~pricing~~may, ~~models;~~in turn, cause the value of ILLR’s securities to significantly decline or become worthless. ILLR cannot predict the extent of such impact if such events were to occur.

●The Company ~~Our~~may ~~ability~~also become subject to ~~transition~~the ~~customers~~laws ~~from~~and ~~“hook~~regulations ~~products,”~~of ~~which~~the ~~AGBA~~PRC ~~provides~~to atthe ~~low~~extent orthat ~~even~~the noTAG ~~charge,~~Business tocommences ~~products~~business ~~that~~and ~~provide~~customer facing ~~more~~operations ~~revenue~~in ~~and~~mainland ~~better~~China ~~margins;~~as ~~and~~a result of any future partnership, acquisition, expansion, or organic growth.

~~● the success and growth of our customers, which could be affected by general-economic and market conditions, regulatory developments and other factors.~~21

AsThe ~~many~~PRC government exerts substantial influence, discretion, oversight, and control over the manner in which companies incorporated under the laws of ~~our~~PRC ~~customers~~must ~~are~~conduct ~~engaged~~their ~~using~~business aactivities. ~~transaction-based~~The Company has offices in Hong ~~model~~Kong and has no operations in mainland China; however, athere ~~reduction~~can ofbe ~~transactions~~no byguarantee ~~its~~that ~~customers~~the ~~would~~PRC ~~adversely affect~~government ~~our~~will ~~business~~not ~~and~~seek ~~results~~to ofintervene or influence the operations of its business or its subsidiaries at any time.

InBecause (i) the ~~addition,~~Company wecurrently does not have ~~derived~~operations ~~some~~in mainland China, (ii) all sales of ~~its~~financial ~~customers~~products offered by the Company ~~either~~and ~~through~~its ~~acquisitions~~subsidiaries, ofincluding ~~new~~those ~~businesses~~to orPRC bycitizens, ~~intra-group~~occur in Hong ~~referrals.~~Kong, Ifand we(iii) the ~~cannot~~TAG ~~develop~~Business ~~customers~~does ~~organically~~not sell any financial products in mainland China, ~~conduct~~the asPRC government currently does not directly govern the manner in which the Company conducts its business ~~many~~activities ~~acquisitions~~outside of mainland China. However, orthe ~~receive~~PRC aslegal ~~many~~system ~~customer~~is ~~referrals~~evolving asquickly, itand ~~has~~PRC ~~historically~~laws, itregulations, and rules may change quickly with little advance notice, including with respect to Hong Kong-based businesses. As a result, there can be no assurance that the Company will not be ~~able~~subject to ~~grow~~direct influence or discretion over its ~~customer~~business ~~base~~from asorgans ~~quickly~~of the PRC government in the future, due to changes in laws or atother ~~all~~unforeseeable reasons or due to the Company’s expansion or acquisition of operations in or involving mainland China.

AThe PRC ~~number~~government has exercised and continues to exercise substantial control over many sectors of ~~AGBA’s~~the ~~business~~PRC ~~partners are~~economy, ~~commercial~~including ~~banks~~through regulation and/or ~~other~~state ~~financial~~ownership. ~~institutions~~PRC ~~that~~government ~~are~~actions ~~highly~~have ~~regulated~~had, and may continue to have, a significant effect on economic conditions in the PRC ~~tightening~~and the businesses which are subject to them. If the Company became subject to the direct intervention or influence of the PRC government at any time due to changes in laws or other unforeseeable reasons or as a result of the Company’s development, expansion, or acquisition of operations in the PRC, the Company may be required to make material changes in its operations, which may result in increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply, or ~~standards~~both. The Company cannot be assured that the PRC government will not, in the ~~financial~~future, ~~services~~release ~~industry~~regulations ~~could~~or ~~harm~~policies regarding other industries, which, if applicable to the Company or its subsidiaries, may adversely affect the business, financial condition and results of operations of the Company.

AIn addition, ~~number~~the ofvarious ~~our~~segments ~~business~~of ~~partners~~the Company are ~~commercial banks~~regulated ~~and~~by ~~other~~a ~~financial~~number ~~institutions~~of ~~that~~Hong Kong ~~are~~regulators, ~~highly~~including, ~~regulated~~the Hong Kong Insurance Authority and ~~must~~the ~~comply~~Mandatory ~~with~~Provident ~~complex~~Fund ~~and~~Schemes ~~changing~~Authority. PRC government ~~regulations~~influence ~~and~~or oversight over such Hong Kong regulators ~~industry~~may ~~standards~~have an indirect but material impact on the Company, ~~which~~including ~~are~~but ~~subject~~not limited to ~~significant~~with ~~changes~~respect to capital requirements, inits ~~the~~ability to ~~various~~operate certain businesses, its operations in certain jurisdictions (including the markets in which ~~they~~the ~~operate.~~Company ~~Global,~~or ~~regional,~~its orsubsidiaries ~~local~~may ~~regulatory~~operate ~~developments,~~in ~~including~~the ~~those~~future) inand/or ~~respect~~the implementation of ~~consumer~~certain ~~protection,~~controls ~~credit~~and ~~availability,~~procedures in relation to risk management or cybersecurity. Furthermore, the market prices and/or ~~data~~liquidity ~~privacy,~~ of the securities of the Company could be adversely ~~affect~~affected ~~our~~as ~~customers~~a result of anticipated negative impacts of any such government actions, as well as negative investor sentiment towards Hong Kong-based companies subject to direct PRC government oversight and regulation, regardless of actual operating performance. There can be no assurance or ~~otherwise~~guarantee that ~~result~~the inPRC agovernment ~~reduction~~would not intervene in ~~the~~or ~~volume~~influence ~~and~~the ~~frequency~~operations of ~~its~~the ~~business~~Company, ~~transactions~~directly or indirectly, at any time.

~~Our financial institution partners must sometimes~~The ~~include~~securities ~~restrictive~~of ~~provisions~~ILLR inmay ~~their~~be ~~contracts~~delisted ~~with~~or ~~service~~prohibited ~~providers,~~from ~~with~~being ~~respect~~traded ~~to security and privacy, ongoing monitoring, risk management, and other limitations. These provisions may increase our costs, limit~~ “over-the-counter” ~~scope~~under of the ~~solutions~~Holding weForeign ~~offer, or otherwise restrict~~Companies ~~customer~~Accountable ~~access.~~Act In(as ~~addition,~~amended ~~our~~by ~~customers~~the ~~may~~Accelerating ~~have~~Holding ~~less~~Foreign ~~capacity~~Companies orAccountable ~~incentive~~Act) toif ~~purchase~~the ~~solutions~~PCAOB ~~from~~were ~~us,~~unable ~~may pass on their increased costs~~ to ~~us,~~fully ~~or may cease to use certain of our solutions. As aspects of our business employ a broker-based model, any reduction~~inspect ofthe ~~transactions~~company’s ~~by our partners may materially and adversely affect our business and results of operations~~auditor.

21The Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted into U.S. law on December 18, 2020. The HFCA Act states that if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the Public Company Accounting Oversight Board of the United States (the “PCAOB”) for three consecutive years beginning in 2021, the SEC shall prohibit its securities from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. On December 16, 2021, the PCAOB issued a Determination Report which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (i) China, and (ii) Hong Kong.

AsOn December a2, ~~result~~2021, ofthe ~~such~~SEC ~~laws~~adopted final amendments implementing congressionally mandated submission and ~~regulations,~~disclosure ~~certain~~ requirements of ~~our~~the HFCA ~~business~~Act. ~~partners~~On ~~have~~December ~~had~~23, or2022 ~~will~~the ~~have~~Accelerating Holding Foreign Companies Accountable Act (AHFCA Act) was enacted, which amended the HFCA Act by requiring the SEC to ~~adjust~~prohibit ~~their~~an ~~business~~issuer’s ~~practices~~securities infrom ~~ways~~trading ~~that~~on ~~reduce~~any ~~their~~U.S. ~~use~~stock ofexchanges ~~our~~if ~~solutions,~~its ~~and~~auditor is not ~~these~~subject ~~types~~to ofPCAOB ~~changes~~inspections infor ~~response~~two toconsecutive ~~regulatory~~years ~~developments~~instead ~~may~~of ~~adversely~~three. ~~affect~~As ~~our~~a ~~business~~result, ~~result~~the oftime ~~operations,~~period ~~and~~before ~~financial~~the Company’s securities ~~conditions~~may be prohibited from trading or delisted has been reduced accordingly.

Significant increases and decreases in the number of transactions by AGBA’s clients can have a material negative effect on AGBA’s profitability and its ability to efficiently process and settle transactions.22

~~Significant~~Lack of ~~volatility~~access into PCAOB inspections prevents the ~~number~~PCAOB from fully evaluating audits and quality control procedures of ~~client~~the accounting firms ~~transactions~~headquartered ~~and~~in ~~rebalancing~~mainland ~~activity~~China ~~may~~or Hong Kong. As a result, investors in ~~operational~~companies ~~problems~~using such asauditors amay ~~higher~~be ~~incidence~~deprived of ~~failures~~the benefits of such PCAOB inspections. On December 15, 2022, the PCAOB announced that it was able to ~~deliver~~secure ~~services~~complete access to inspect and investigate ~~errors~~PCAOB-registered public accounting firms headquartered in ~~processing~~mainland ~~transactions~~China and Hong Kong in 2022, and ~~such~~the ~~volatility~~PCAOB ~~may~~Board ~~also~~vacated ~~result~~its inprevious determinations ~~increased~~that ~~personnel~~the ~~and~~PCAOB ~~related~~was ~~processing~~unable ~~costs~~to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. WeHowever, ~~may~~whether ~~experience~~the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public ~~adverse~~accounting ~~effects~~firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on ~~its~~a ~~profitability~~number ~~resulting~~of ~~from~~factors ~~significant~~out ~~reductions~~of our, and our auditor’s, control. The PCAOB is continuing to demand complete access in ~~product~~mainland ~~sales~~China and ~~may~~Hong ~~encounter~~Kong ~~operational~~moving ~~problems~~forward ~~arising~~and ~~from~~is ~~unanticipated~~already ~~high~~making ~~transaction~~plans ~~volume~~to ~~because~~resume weregular ~~are~~inspections ~~not~~in ~~able~~early 2023 and beyond, as well as to ~~control~~continue ~~such~~pursuing ~~fluctuations~~ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed.

InWWC, P.C. ~~addition~~is headquartered in California and has been inspected by the PCAOB on a regular basis. The management of ILLR believes, ~~significant~~therefore, that ~~transaction~~WWC, ~~volume~~P.C. ~~could~~is not subject to the determinations announced by the PCAOB on December 16, 2021 with respect to PRC and Hong Kong-based auditors. ~~result~~WWC, P.C. is not included in ~~inaccurate~~the ~~books~~list of determinations announced by the PCAOB on December 21, 2021 in their HFCA Act Determination Report under PCAOB Rule 6100. On August 26, 2022, the China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and ~~records~~PCAOB signed a Statement of Protocol, ~~which~~or ~~would~~the ~~expose~~Protocol, usgoverning inspections and investigations of audit firms based in China and Hong Kong. Pursuant to ~~disciplinary~~the ~~action~~Protocol, bythe ~~governmental~~PCAOB ~~agencies~~has independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. However, uncertainties still exist whether this new framework will be fully complied with. If notwithstanding this new framework, the PCAOB was unable to fully inspect WWC, P.C. (or any other ~~relevant~~auditor ~~regulators~~of the Company) in the future, or if PRC or American authorities further regulate auditing work of Chinese or Hong Kong companies listed on the U.S. stock exchanges in a manner that would restrict WWC, P.C. (or any future auditor of the Company) from performing work in Hong Kong, ILLR may be required to change its auditor. Furthermore, there can be no assurance that the SEC, Nasdaq, or other regulatory authorities would not apply additional and more stringent criteria to ILLR in connection with audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of ILLR’s financial statements. The failure to comply with the requirement in the HFCA Act, as amended by the AHFCA Act, that the PCAOB be permitted to inspect the issuer’s public accounting firm within two years, would subject ILLR to consequences including the delisting of ILLR in the future if the PCAOB is unable to inspect ILLR’s accounting firm (whether WWC, P.C. or another firm) at such future time.

WeOn December ~~operate~~23, 2022, the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”) was enacted, which amended the HFCA Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two. Whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a ~~competitive~~number of factors out of our, and ~~evolving~~our auditor’s, control. ~~industry;~~The PCAOB is continuing to demand complete access in mainland China and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCA Act if needed, without having to wait another year to reassess its determinations. In the future, if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the determination so that we are ~~unable~~subject to ~~compete~~the ~~effectively~~HFCA Act, itas the same may ~~lose~~be ~~market~~amended, ~~share~~you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities, including trading on the national exchange and trading on “over-the-counter” markets, may be prohibited under the HFCA Act. The recent developments would add uncertainties to our offering and we cannot assure you whether the national securities exchange we apply for listing or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditors’ audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit.

The market competition in which we operate is intense and all aspects of their businesses are highly competitive. we compete for clients, customers, and personnel directly with other financial advisory firms, securities firms, and, increasingly, with other types of organizations and businesses offering financial services, such as banks and insurance companies. The financial technology services industry in Hong Kong and China is also highly competitive and rapidly evolving. New competitors, including affiliates of financial institutions, traditional IT companies, and internet companies, are entering this market.23

~~We primarily face competition posed by major,~~Although ~~existing~~not ~~financial~~currently ~~institutions~~subject, ~~including~~the ~~traditional~~Company ~~banks~~may ~~and~~become ~~insurance~~subject ~~agencies.~~to ~~However, we also face threats of new players entering its industries, particularly~~ the ~~fintech~~PRC ~~industry,~~laws ~~in Hong Kong~~ and ~~China.~~regulations ~~While~~regarding ~~our~~offerings ~~management believes~~ that weare ~~have~~conducted ~~a competitive~~overseas ~~advantage~~and/or byforeign ~~having~~investment ain China-based issuers, ~~full~~and ~~suite~~any offailure ~~financial~~to ~~products~~comply ~~(including~~with ~~insurance,~~applicable ~~investment,~~laws and ~~credit)~~obligations ~~coupled~~could ~~with~~ have a ~~captive~~material ~~customer base~~ and ~~well-established infrastructure~~adverse ~~(including~~effect ~~operational~~on ~~capabilities~~the ~~and technology)~~business, ~~some~~financial ~~of our competitors may have greater brand recognition~~condition, ~~larger~~results ~~customer~~of ~~bases or greater financial~~operations, ~~technological,~~and orthe ~~marketing~~Company’s ~~resources.~~prospects ~~There~~of ~~can~~the ~~be no assurance that~~Company ~~our~~and ~~competitors~~may ~~will~~hinder ~~not~~ILLR’s beability ~~able~~ to ~~respond~~offer ~~more~~or ~~quickly~~continue ~~and~~to ~~effectively~~offer ~~than~~securities us to ~~new~~investors orand ~~changing~~cause ~~opportunities,~~the ~~technologies,~~value ~~standards, or~~of ~~customer~~such ~~requirements,~~securities ~~or successfully adapt~~ to ~~significant~~significantly decline ~~changes~~or inbe ~~regulatory and industry environments~~worthless.

~~The financial services industry continues to~~Recently, ~~evolve~~the ~~technologically,~~PRC ~~with~~government anhas ~~increasing~~initiated ~~number~~a ofseries ~~firms~~ of ~~all~~regulatory ~~sizes~~actions ~~providing~~and ~~lower~~statements ~~cost,~~to ~~computer-based “robo-advice” and~~regulate ~~enhanced~~business ~~digital~~operations ~~experiences~~in ~~for~~certain ~~clients~~areas in China with ~~previously~~little ~~limited~~advance ~~personalized~~notice, ~~service.~~including ~~Industry~~cracking ~~and~~down ~~technology~~on ~~changes~~illegal ~~may~~activities ~~result~~ in ~~increased~~the ~~prevalence~~securities ofmarket, ~~robo-advisors.~~enhancing Wesupervision ~~are~~over ~~subject~~China-based companies listed tooverseas ~~risk~~using ~~from~~a ~~accelerated~~variable ~~industry~~interest ~~changes~~entity ~~and competitive forces~~structure, ~~which~~adopting ~~have resulted~~new ~~and~~measures ~~are expected~~ to ~~continue~~extend tothe ~~result~~scope inof ~~significant~~cybersecurity ~~costs~~reviews, ~~for~~and ~~strategic initiatives to respond to such changes. Our ability~~expanding tothe ~~compete~~efforts in ~~its~~anti-monopoly enforcement. ~~industries~~On isJune 10, ~~based~~2021, ~~primarily~~the onStanding aCommittee ~~business~~of ~~model~~the ~~designed~~National toPeople’s ~~serve~~Congress enacted ~~clients~~the ~~through~~PRC ~~personalized~~Data ~~relationships~~Security ~~with financial~~Law, ~~advisors~~which ~~offering~~took aeffect ~~full-product suite~~on ~~complemented by a low-cost~~September ~~digital~~1, ~~platform~~2021. WeThe ~~may~~law berequires ~~subject~~data tocollection ~~operational risk if its current business model is unable~~ to ~~keep~~be ~~pace~~conducted ~~with~~in a legitimate ~~rapidly~~and ~~changing~~proper ~~environment~~manner, ~~which~~and ~~includes~~stipulates ~~client~~that, ~~industry,~~for ~~technology, and~~the ~~regulatory~~purpose ~~changes.~~of Indata ~~addition~~protection, ~~our~~data ~~ability~~processing toactivities ~~compete~~must ~~and adapt its business model may~~ be ~~impacted~~conducted bybased on ~~changing~~data ~~client~~classification ~~demographics, preferences,~~ and ~~values.~~hierarchical Ifprotection ~~our~~system ~~services~~for dodata ~~not meet client needs, it could lose clients, thereby reducing revenues and profitability~~security.

~~Talent~~On July 6, ~~competition~~2021, ~~among~~the ~~our~~General ~~competitors~~Office ~~also exists~~of ~~for~~the ~~financial~~Communist ~~advisors,~~Party ~~technology~~of ~~specialists,~~China Central Committee and ~~corporate~~the ~~staff.~~General ~~Our~~Office ~~continued~~of ~~ability~~the toState ~~expand~~Council ~~its~~jointly issued ~~business~~a ~~and~~document to ~~compete effectively~~crack ~~depends~~down on ~~its~~illegal ~~ability~~activities toin ~~attract~~the ~~qualified~~securities ~~employees~~market and topromote ~~retain~~the ~~and~~high-quality development ~~motivate~~of ~~current~~the ~~employees.~~capital market, ~~Additionally~~which, ~~during an~~among ~~economic~~other ~~downturn~~things, ~~there~~requires isthe ~~increased~~relevant ~~risk~~governmental ~~that~~authorities ~~our~~to ~~successful~~strengthen ~~personnel~~cross-border oversight ~~may~~of ~~leave~~law-enforcement and judicial orcooperation, beto ~~hired~~enhance ~~away~~supervision byover ~~its~~China-based companies ~~competitors~~listed overseas, ifand weto ~~experience~~establish and improve the system ~~reduced~~of ~~profitability~~extraterritorial application of the PRC securities laws.

~~Competition~~On August 20, ~~may~~2021, ~~also~~the ~~result~~30 inmeeting ~~continued~~of ~~pricing pressures,~~the ~~which~~Standing ~~may~~Committee ~~lead~~of tothe ~~price~~13 ~~reductions~~National ~~for~~People’s ~~our~~Congress ~~services~~voted and ~~offerings~~passed ~~and~~the ~~may~~“Personal Information ~~adversely~~Protection ~~affect~~Law ~~its~~of ~~profitability~~the ~~and~~People’s ~~market~~Republic ~~share. In~~of ~~addition~~China”, weor ~~may~~“PRC ~~face~~Personal ~~competition~~Information ~~from~~Protection ~~its~~Law”, which ~~own~~became ~~customers~~effective oron ~~financial~~November 1, ~~product~~2021. ~~providers,~~The ~~who~~PRC ~~may~~Personal ~~develop~~Information ~~their~~Protection ~~own~~Law ~~solutions~~applies ~~internally~~to the processing of personal information ~~after~~of ~~they~~natural ~~have~~persons ~~gained~~within ~~experience~~the ~~and~~territory ~~expertise~~of ~~independently~~China orthat ~~through~~is ~~their~~carried ~~use~~out outside of ~~our~~China ~~solutions.~~where If(1) such weprocessing ~~are~~is ~~unable~~for tothe ~~successfully~~purpose ~~compete~~of inproviding ~~its~~products ~~relevant~~or ~~industries,~~services ~~its~~for ~~business,~~natural ~~financial~~persons ~~condition~~within China, ~~and~~(2) such ~~results~~processing is to analyze or evaluate the behavior of natural ~~operations~~persons ~~may~~within beChina, ~~materially~~or (3) there are any other circumstances stipulated by related laws and ~~adversely~~administrative ~~affected~~regulations.

22On December 24, 2021, the China Securities Regulatory Commission (“CSRC”), together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing. Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.

IfOn December 28, we2021, ~~are~~the ~~unable~~Cyberspace toAdministration ~~protect~~of orChina ~~promote~~(“CAC”) jointly with the relevant authorities formally ~~its~~published ~~brand~~Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and ~~reputation~~replaced the former Measures for Cybersecurity Review (2020) issued on July 10, ~~its~~2021. ~~business~~Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “CII Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be ~~materially~~listed ~~and~~in ~~adversely~~a ~~affected~~foreign country.

Our brand names and reputation are subject to a variety of factors that are beyond its control. For example, customer complaints about our services and negative publicity about the financial services industry could diminish consumer confidence in our solutions. Failure to protect our customers’ privacy or effectively adopt security measures could have the same effect. Measures that we may take from time to time to combat risks of fraud and breaches of privacy and security can damage relations with its customers. These measures heighten the need for prompt and accurate customer service to resolve irregularities. If we cannot handle customer complaints effectively or balance different customers’ needs appropriately, its reputation may suffer, and we may lose customers’ confidence. Furthermore, we may be subject to claims seeking to hold it liable for inaccurate or false information. Any claims, regardless of merit, may force us to participate in costly time-consuming litigation or investigations, divert significant management and staff attention, and damage its reputation and brand. In addition, our reputation may be undermined if its customers and product issuers, many of whom are financial institutions, violate laws and regulations such as financial supervision regulations and anti-money laundering laws, when interacting with our solutions. Any significant damage to our reputation, or to the perceived quality or awareness of its brands or solutions, or any significant failure by us to promote and protect its brands and reputation, could make it more difficult for us to maintain a good relationship with its customers, promote its services or retain qualified personnel, any of which may have a material adverse effect on our business.24

~~Our~~The Company ~~future~~or ~~marketing~~its subsidiaries may collect and ~~efforts~~store certain data (including certain personal information) from their clients, who may be PRC individuals, in connection with their business and operations and for “Know Your Customers” purposes (to ~~build~~combat money laundering). Given that (1) the Company is incorporated in Delaware and certain of its subsidiaries are incorporated in Hong Kong ~~brands~~and ~~will~~are ~~likely~~located ~~require~~in itand conduct their operations in Hong Kong, (2) they have no subsidiary, VIE structure, nor any operations in mainland China, and (3) pursuant to ~~incur~~the ~~additional~~Basic ~~expenses~~Law, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), the management of the Company does not currently expect the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, or the Draft Overseas Listing Regulations to impact the operations of the TAG Business. InAs ~~2022~~of date of this registration statement, ~~AGBA~~the ~~changed~~Company and its subsidiaries have conducted all non-U.S. sales activities in Hong Kong and in aggregate collected and stored personal information of less than one million users in the ~~branding~~PRC, all of ~~many~~the data collected is stored in servers located in Hong Kong, and none of the Company or its ~~group~~subsidiaries ~~companies~~have been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review. Accordingly, the management of the Company does not currently expect that the laws and regulations in the PRC on data security, data protection or cybersecurity apply to ~~reflect~~the Company ~~new~~or ~~brands~~that the oversight of the CAC will be extended to the TAG Business’s operations in Hong Kong, ~~such~~because as(i) the Company is not a “~~AGBA~~CII Operator”, or a “~~AGBA~~Network ~~Focus~~Platform Operator” as defined under the relevant PRC cyberspace laws; (ii) the Company does not harm PRC national security, ~~“AGBA~~public ~~Perform”~~interests, or the legitimate rights and ~~“OnePlatform,”~~interests ~~that~~of ~~align~~citizens or organizations of the PRC; (iii) the Company is not subject to PRC government cyberspace scrutiny; and (iv) the Company is compliant with ~~our~~PRC cyberspace ~~new~~laws ~~approach~~that have been issued up to the ~~market~~date of this registration statement.

~~These~~However, since ~~re-branding efforts~~these ~~include~~statements ~~obtaining~~and regulatory actions are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will act, what existing or new ~~trademark~~laws or regulations or detailed implementations and ~~domain~~interpretations ~~name~~will ~~registrations~~be modified or promulgated, if ~~which~~any, ~~efforts~~and ~~are~~whether ~~ongoing. Increased~~any ~~marketing~~of ~~expenses~~these inwill apply to the ~~short~~Company, ~~term~~if ~~may be~~at ~~required~~all. toThere ~~familiarize~~can ~~our~~be ~~customers~~no ~~and~~assurance that the ~~public~~Company ~~with~~will ~~these~~be ~~new~~able ~~brand~~to ~~names.~~comply in ~~These~~all ~~efforts~~respects with any PRC regulatory requirements that may ~~not~~become ~~result~~applicable into ~~increased~~it ~~revenues~~ in the ~~immediate~~ future. orFor atexample, ~~all~~the Company’s current practice of collecting and, ~~even~~processing ifpersonal ~~they~~information ~~do,~~may ~~any~~be ~~increases~~ordered into ~~revenues~~be ~~may~~rectified ~~not~~or ~~offset~~terminated ~~the~~by ~~expenses~~regulatory ~~incurred~~authorities. In Ifthe weevent ~~fail~~of a failure to ~~successfully~~ ~~promote~~comply with any applicable regulations, ~~protect~~the Company may become subject to the consequences of such non-compliance, including fines and ~~maintain~~other ~~its~~penalties, ~~brands~~which, ~~while~~in ~~incurring~~turn, ~~additional~~may ~~expenses,~~have ~~its~~a ~~results~~material ofadverse ~~operations~~effect ~~and~~on the business, operations, financial condition, ~~would~~and beprospects ~~adversely~~of ~~affected,~~the Company and ~~its~~may hinder the ability of the Company to ~~grow~~offer ~~its~~or ~~business~~continue ~~may~~to offer securities to investors. Such an impact could, in turn, cause the value of such securities to significantly decline or be ~~impaired~~worthless.

~~Breach~~The Company is subject to many of ~~AGBA’s~~the ~~security~~economic ~~measures or~~and ~~those~~political ofrisks ~~any~~associated ~~third-party~~with ~~cloud~~emerging ~~computing~~markets, ~~platform~~particularly ~~provider~~China, ordue ~~other~~to ~~third-party~~its ~~service~~operations in ~~providers,~~Hong Kong. ~~may~~Adverse ~~result~~changes in ~~AGBA~~Hong Kong’s ~~data~~or China’s economic, IT ~~systems~~political, and ~~services~~social ~~being~~conditions ~~perceived~~as well as ~~not~~government policies ~~being,~~could oradversely ~~actually~~affect ~~not~~the ~~being,~~Company’s ~~secure~~business and prospects.

~~Some~~The Company currently conducts certain of ~~our~~its ~~services~~business ~~involve~~in ~~storage~~Hong Kong and ~~transmission of~~is ~~its~~considering ~~customers’~~options ~~and~~for ~~their~~expansion ~~end-customers’~~of ~~proprietary~~its ~~and~~business ~~other~~in ~~sensitive~~mainland China. ~~data~~Accordingly, ~~including~~the ~~financial~~Company ~~information~~is ~~and~~subject ~~other personally~~to ~~identifiable~~risks ~~information.~~and ~~Our~~uncertainties ~~security~~including ~~measures~~fluctuations ~~may~~in bemainland ~~breached~~China’s asGDP, aunfavorable or ~~result~~unpredictable oftreatment ~~efforts~~in byrelation ~~individuals~~to ortax ~~groups~~matters, expropriation of ~~hackers and~~private ~~sophisticated~~assets, ~~organizations~~exchange controls, ~~including~~restrictions byaffecting ~~fraudulently~~its ability ~~obtaining~~to ~~system~~make ~~information~~cross-border transfer of ~~our~~funds, ~~employees~~regulatory orproceedings, ~~customers.~~inflation, ~~Our~~currency ~~security~~fluctuations, ~~measures also~~or ~~could~~the beabsence ~~compromised~~of, ~~by employee error~~ or unexpected ~~malfeasance~~changes in, ~~which~~regulations ~~could~~and ~~result~~unforeseeable inoperational ~~unauthorized~~risks. ~~access~~In toaddition, orthe ~~denied~~Company’s ~~authorized~~business, ~~access~~prospects, financial tocondition, ~~our~~and ITresults ~~systems,~~of ~~customers’~~operations ~~data,~~may orbe ~~its~~significantly ~~own~~influenced ~~data~~by political, ~~including~~economic, ~~with~~and ~~respect~~social toconditions ~~our~~in ~~intellectual~~Hong Kong and ~~property~~China generally and ~~other~~by ~~confidential business~~continued ~~information~~economic growth in China.

~~Because~~The Chinese economy differs from the ~~techniques~~economies ~~used~~of tomost ~~breach,~~developed ~~obtain unauthorized~~jurisdictions ~~access~~(such toas Hong Kong) in many respects, ~~and~~including ~~sabotage~~the ITamount of ~~systems~~government ~~change~~involvement, ~~frequently~~level of development, ~~grow~~growth ~~more~~rate, ~~complex~~control ~~over~~of ~~time~~foreign exchange, and ~~are~~allocation ~~generally~~of ~~not~~resources. ~~recognized~~Although ~~until~~the ~~launched~~PRC ~~against~~government ahas ~~target,~~implemented wemeasures ~~may~~that befocus ~~unable~~on accounting for market forces to ~~anticipate~~effect oreconomic ~~implement~~reform ~~adequate~~and ~~measures~~aimed toat ~~prevent~~reducing ~~such~~the state ~~techniques~~ownership of productive assets and establishing improved corporate governance in business enterprises, a substantial portion of China’s productive assets are still owned by the government. In addition, wethe PRC government continues to play a significant role ~~are~~in ~~often~~regulating andevelopment ~~early~~through ~~adopter~~industrial ofpolicies. ~~new~~The ~~technologies~~PRC ~~and~~government ~~new~~also ~~ways~~exercises significant control over China’s economic growth through its allocation of ~~sharing~~resources, ~~data~~control ~~and~~of ~~communicating~~payment ~~internally~~of ~~and~~foreign ~~with~~currency-denominated obligations, ~~partners~~monetary policy, and preferential ~~customers~~treatment for particular industries or companies. Many of the economic reforms carried out by the PRC government are unprecedented Asor ~~its~~experimental ITand ~~systems~~are ~~continue~~expected to ~~evolve,~~be ~~their~~refined ~~complexity~~and ~~increases~~improved over time. InThis ~~addition,~~refining ~~our~~and ~~customers~~adjustment process may ~~authorize~~not ~~third-party technology~~necessarily have ~~providers~~a topositive ~~access~~effect ~~their~~on ~~customer~~the ~~data,~~operations and ~~some~~business development of ~~our~~the ~~customers~~Company. Other political, economic, and social factors may ~~not~~also lead ~~have~~to ~~adequate~~further ~~security~~adjustments of the reform measures. toFor ~~protect~~example, ~~their~~the ~~data~~PRC ~~that is~~government ~~stored~~has onin ~~our~~the ~~servers.~~past ~~Because~~implemented wea donumber ~~not~~of ~~control~~measures intended ~~its~~to ~~customers~~curtail orcertain ~~third-party technology~~segments ~~providers~~of the economy, orincluding the ~~processing~~real ofestate ~~such data~~industry, bywhich ~~third-party technology~~the ~~providers~~government believed to be overheating. These actions, weas ~~cannot~~well ~~ensure~~as ~~the~~other ~~integrity~~actions orand ~~security~~policies of ~~such~~the ~~transmissions~~PRC orgovernment, ~~processing.~~could ~~Malicious~~cause a decrease in the overall level of economic activity ~~third~~in ~~parties~~the ~~may~~PRC ~~also~~and, ~~conduct~~in ~~attacks~~turn, ~~designed~~have toan ~~temporarily~~adverse ~~deny~~impact ~~customers~~on ~~access~~the tobusiness ~~our~~and ~~services~~financial condition of the Company.

2325

AWhile the ~~security~~Chinese ~~breach~~economy ~~could~~has ~~expose~~experienced ussignificant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to aencourage ~~risk~~economic growth and guide the allocation of ~~loss~~resources. orSome ~~inappropriate~~of ~~use~~these ofmeasures, ~~proprietary~~which ~~and~~may ~~sensitive~~benefit ~~data~~the overall Chinese economy, ormay have a negative effect on the ~~denial~~TAG Business. For example, the Company’s financial condition and results of ~~access~~operations tomay ~~this~~be ~~data.~~adversely Aaffected ~~security~~by ~~breach~~government ~~also~~control ~~could~~over ~~result~~capital investments or changes in atax ~~loss~~regulations. In addition, the PRC government has from time to time implemented certain measures, including interest rate changes, to control the pace of ~~confidence~~economic growth. These measures may cause decreased economic activity in China, as evidenced by the ~~security~~slowing of ~~its~~growth ~~services,~~of ~~damage~~the ~~our~~Chinese ~~reputation,~~economy ~~negatively~~since ~~impact~~2012. ~~future~~In ~~sales~~addition, ~~disrupt~~COVID-19 had ~~its~~a ~~business,~~ severe and negative impact on the Chinese economy since the first quarter of 2020. Whether this will lead to ~~legal~~a ~~liability.~~prolonged ~~Finally,~~downturn in the ~~detection,~~Chinese ~~prevention~~economy is still unknown. In addition, any ~~and~~future ~~remediation~~escalation of ~~known~~the orongoing ~~potential~~trade ~~security~~war ~~vulnerabilities~~between the United States and China, ~~including~~regional or national instability, the ongoing ~~those~~impact ~~arising~~of ~~from~~the ~~third~~COVID-~~party~~19 ~~hardware~~pandemic, or ~~software,~~the armed conflict between Russia and Ukraine may ~~result~~negatively impact the growth of the Chinese economy. Any prolonged slowdown in ~~additional~~the ~~direct~~Chinese ~~and~~economy ~~indirect~~or ~~costs,~~adverse ~~for~~changes ~~example,~~in wethe ~~may~~policies beof the Chinese government or in the laws and ~~required~~regulations toin ~~purchase~~China ~~additional~~could ~~infrastructure~~have ora ~~its~~material ~~remediation~~adverse ~~efforts~~effect on the overall economic growth of China and may ~~degrade~~reduce the ~~performance~~demand offor ~~our~~the Company’s services and solutions among potential Chinese customers and materially and adversely affect its business and results of operations.

~~Unexpected~~National laws ~~network~~of ~~interruptions,~~the ~~security breaches,~~PRC ~~cyberattacks,~~do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or ~~computer~~local ~~virus~~legislation. ~~attacks~~National laws that may be listed in Annex III are currently limited under the Basic Law to those which fall within the scope of defense and foreign affairs as well as other matters outside the limits of the autonomy of Hong Kong. National laws and regulations relating to data protection, cybersecurity and ~~failures~~the anti-monopoly have not been listed in ~~AGBA’s~~Annex III ~~information~~and so ~~technology~~do ~~systems~~not apply directly to Hong Kong. The laws and regulations in the PRC are evolving, ~~could~~and ~~have~~their aenactment ~~material~~timetable, interpretation ~~adverse~~and ~~effect~~implementation oninvolve ~~AGBA’s~~significant ~~business~~uncertainties. To the extent any PRC laws and regulations become applicable to the Company, ~~financial~~it may ~~condition~~be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and ~~results~~the possibility of changes of rules and regulations with little or no advance notice. The TAG Business may also become subject to the laws and regulations of the PRC to the extent it commences business and customer facing operations in mainland China as a result of any future acquisition, expansion, or organic growth.

~~Our information technology systems support all~~The ~~phases of its operations and are an essential part of the group~~Company’s ~~technology~~potential ~~infrastructure.~~expansion ~~The robust reliability~~ of ~~our~~activities ~~platform is one of its competitive strengths that it relies on to attract and retain customers. If our systems fail to perform, it could experience disruptions~~ in ~~operations,~~China ~~slower~~is ~~response~~subject times, or decreased customer satisfaction. We must process, record, and monitor a large number of transactions, and its operations are highly dependent on the integrity of its technology systems and its ability to ~~make~~various ~~timely enhancements and additions to such systems~~risks. System interruptions, errors, or downtime can result from a variety of causes, including unexpected interruptions to the internet infrastructure, technological failures, changes to systems, changes in customer usage patterns, linkages with third-party systems, and power failures. Our systems also are vulnerable to disruptions from human error, execution errors, errors in models such as those used for risk management and compliance, employee misconduct, unauthorized trading, external fraud, computer viruses, denial of service attacks, computer viruses or cyber-attacks, terrorist attacks, natural disasters, power outages, capacity constraints, software flaws, events impacting our key business partners and vendors, and other similar events.

~~AGBA~~The Company and certain of its subsidiaries, as of the date of this registration statement, operate in Hong Kong. The Company has been pursuing and will continue to pursue its growth strategy in China, particularly in the ~~past~~Greater ~~experienced~~Bay ~~network~~Area, ~~interruptions~~comprising Macau, Guangzhou, ~~which~~Shenzhen, ~~did~~and the surrounding area. Currently, the Company does not have any Chinese operating entities and does not plan to use “variable interest entities,” or VIEs, in the future to conduct its operations. The management of the Company intends for such expansion to be conducted through customer referrals and partnerships, with its actual sales activities conducted in Hong Kong. For instance, the Company is currently in active discussions to establish a ~~material~~strategic ~~adverse~~partnership ~~impact~~with ona top asset manager (the ~~business~~“Potential Partner”) in China to provide offshore insurance solutions to its over 20 million customers. Accordingly, the management of the Company expects the main source of revenue from such expansion in China to be generated from referral income.

~~However~~Notwithstanding, ~~our business depends on the performance~~ ~~and~~expansion ~~reliability~~ of ~~its~~China-related activities ~~internet~~may ~~infrastructure.~~expose ~~There can be no assurance that our internet infrastructure will remain sufficiently reliable for its needs. Any failure to maintain~~ the ~~performance,~~Company ~~reliability, security, or availability of its network infrastructure may cause significant damage~~ to ~~its~~additional ~~ability to attract and retain customers. Major~~ risks, ~~involving our network infrastructure include~~including:

● ~~breakdowns~~Changing orglobal ~~system~~environment, ~~failures~~including ~~resulting~~changes in aU.S., ~~prolonged~~Chinese, ~~shutdown~~and ofinternational ~~its~~trade ~~servers~~policies;

● ~~disruption~~Challenges orassociated ~~failure~~with inrelying ~~the~~on ~~national~~local ~~backbone~~partners ~~networks~~ in ~~Hong~~markets ~~Kong,~~that ~~China,~~are ~~and~~not ~~the~~as ~~other~~familiar ~~markets~~to ~~where~~the ~~AGBA operates~~Company, ~~which~~including ~~would~~joint ~~make~~venture itpartners ~~impossible~~to ~~for~~help ~~customers~~the toCompany ~~access~~establish ~~our~~its ~~solutions~~business;

~~● damage from natural disasters or other catastrophic events such as typhoons, volcanic eruptions, earthquakes, floods, telecommunications failures, or other similar events; and~~26

● ~~any~~Difficulties ~~infection~~managing byoperations orin ~~spread~~new ofregions, ~~computer~~including ~~viruses~~complying orwith ~~other~~the ~~system~~various ~~failures.~~regulatory and legal requirements;

~~Any~~● ~~network~~Different ~~interruption~~approval or ~~inadequacy~~licensing that causes interruptions in the availability of our platform or deterioration in the quality of or access to its solutions could reduce customer satisfaction and result in a reduction in the activity level of our customers. Furthermore, increases in the volume of traffic on our platform could strain the capacity of its existing computer systems and bandwidth, which could lead to slower response times or system failures. This strain could cause a disruption or suspension in our services delivery, which could, in turn, hurt its brand and reputation. We may need to incur additional costs to upgrade its technology infrastructure and computer systems to accommodate increased demand if it anticipates that its systems cannot handle higher volumes of traffic and transaction in the future. In addition, it could take an extended period to restore full functionality to our technology or other operating systems in the event of an unforeseen occurrence, which could affect our ability to deliver its solutions. There can be no assurance that we will not suffer unexpected losses, reputational damage, or regulatory actions due to technology or other operational failures or errors, including those of our vendors or other third parties.requirements;

As● ~~part~~Recruiting ofsufficient ~~our~~suitable ~~normal~~personnel business activities, we collect and store or have access to certain proprietary confidential, and personal information, including information about our employees, customers, vendors and business partners, which may be entitled to protection under a number of regulatory regimes. The protection and security of our network systems and our own information, as well as information relating to our employees, customers, vendors, business partners and others, is vitally important to us. Any failure of us to maintain the security of our network systems and the proprietary, confidential, and personal data in ~~our~~new possession, including via the penetration of our network security and the misappropriation of proprietary, confidential and personal information, could result in costly investigations and remediation, business disruption, damage to our reputation, financial obligations to third parties, fines, penalties, regulatory proceedings and private litigation with potentially large costs, and also result in deterioration in our employees’, customers’, vendors’ and business partners’ confidence in us and other competitive disadvantages, and thus could have a material adverse effect on our business, financial condition and results of operations.markets;

~~The~~● ~~frequency,~~Challenges ~~intensity, and sophistication of cyberattacks and data security incidents has significantly increased~~ in ~~recent~~providing years and is constant. As with many other businesses, we are continually subject to cyberattacks and the risk of data security incidents. Due to the increased risk of these types of attacks and incidents, we have implemented information technology and data security tools, measures, and processes designed to protect our networks systems, services, and ~~the~~solutions ~~personal,~~as ~~confidential~~well oras ~~proprietary~~support ~~information~~ in our possession, and to ensure an effective response to any cyberattack or data security incident. We also have privacy and data security policies in place that are designed to detect, prevent, and/or mitigate cyberattacks and data security incidents. Whether or not these ~~policies,~~new tools, and measures are ultimately successful, the expenditures could have an adverse impact on our financial condition and results of operations, and divert management’s attention from pursuing our strategic objectives. As newer technologies evolve, we could be exposed to increased risks from cyberattacks, data security events, and data breaches, including those from human error, negligence or mismanagement or from illegal or fraudulent acts.markets;

24● Challenges in attracting business partners and customers;

~~AGBA’s~~● ~~inability~~Potential toadverse ~~use~~tax ~~software licensed from third parties, including open-source software, could negatively affect its ability to sell its solutions and subject it to possible litigation.~~consequences;

~~Our~~● ~~technology~~Foreign ~~platform~~exchange incorporates software licensed from third parties, including open-source software, which we use without charge. Although we monitor its use of open-source software, the terms of many open-source licenses that it is subject to have not been interpreted by courts, and there is a risk that these licenses could be construed to impose unanticipated conditions or restrictions on its ability to provide its solutions. In addition, the terms of open-source software licenses may require us to provide software that it develops to others on unfavorable license terms. For example, certain open-source licenses may require us to offer the components of its platform that incorporate open-source software for free, to make source code for modifications or derivative works available to others, and to license such modifications or derivative works under the terms of the particular open-source license.losses;

In● ~~addition,~~Limited weprotection ~~could~~for beintellectual ~~required~~property to seek licenses from third parties to continue offering its solutions, and these types of licenses may not be available or may be on terms not acceptable to us. Alternatively, we may need to re-engineer its solutions or discontinue using certain functionalities of its solutions. Our inability to use third-party software could result in business disruptions, or delays in developing future offerings or enhancements of its existing solutions, which could materially and adversely affect our business and results of operations.rights;

~~AGBA’s~~● ~~business~~Inability ~~in the credit industry requires sufficient liquidity~~ to ~~maintain~~effectively ~~its~~enforce ~~business~~contractual ~~activities,~~or ~~and~~legal ~~it may not always have access to sufficient funds.~~rights;

~~Liquidity,~~● orInternational ~~ready~~travel ~~access~~restriction ~~to funds, is essential to our business, particularly its money lending business through OnePlatform Credit Limited (“OCL”)~~ and ~~Hong Kong~~temporary ~~Credit Corporation~~lock-down ~~Limited~~due ~~(“HKCC”). A tight credit market could have a negative impact on the ability of either or both of OCL and HKCC~~ to ~~maintain sufficient liquidity to meet their working capital needs and to meet regulatory requirements. Short~~COVID-~~term and long-term financing~~19; are two sources of liquidity that could be affected by a tight credit market. In a tight credit market, lenders may reduce their loan amounts. There can be no assurance that financing will be available at attractive terms, or at all, in the future.and

~~Additionally,~~● ~~our~~Local ~~access~~political, ~~to funds held at a broker-dealer is subject to~~ regulatory, ~~capital requirements~~ and ~~may~~economic ~~require~~instability ~~approval~~or ~~from regulators. A significant decrease in our access to funds could negatively affect its business~~wars, ~~financial~~civil ~~management~~unrest, and ~~reputation~~terrorist ~~in the industry~~incidents.

~~AGBA~~Moreover, changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on the Company’s growth plans. If the Company is ~~subject~~unable to ~~credit~~effectively ~~risk~~avoid ~~due~~or mitigate these risks, its ability to ~~the~~grow its China-related business ~~nature~~will ofbe ~~the~~affected, ~~transactions~~which itcould ~~processes~~have ~~for~~a material adverse effect on its ~~clients~~business, financial condition, results of operations, and prospects.

~~We are exposed to~~ As the ~~risk~~Company ~~that~~further ~~third~~expands ~~parties who~~into ~~owe~~the itinternational ~~money~~market, ~~securities,~~it oris ~~other~~increasingly ~~assets~~subject ~~will not meet their obligations. Many of the transactions in which AGBA engages expose it~~ to ~~credit~~additional ~~risk~~legal inand ~~the~~regulatory ~~event~~compliance ~~of default by its counterparty or client~~requirements, including ~~such~~local aslicensing ~~loans~~and orperiodic ~~cash~~reporting ~~balances held at major financial institutions~~obligations. In ~~addition,~~the ~~our~~Company ~~credit risk~~ may beinadvertently ~~increased~~fail ~~when~~to ~~the~~comply ~~collateral~~with itlocal ~~holds~~laws ~~cannot~~and ~~be realized or is liquidated at prices insufficient~~regulations, toand ~~recover~~any ~~the~~such ~~full~~violation ~~amount~~could ofsubject the ~~obligation~~Company ~~due~~ to ~~us. Financial~~regulatory ~~instruments~~penalties, ~~that~~such ~~potentially~~as ~~subject~~revocation ~~us to credit risk consist~~ of ~~cash equivalents~~licenses, ~~restricted~~which ~~cash,~~would ~~accounts,~~in ~~and~~turn ~~loans~~harm ~~receivable.~~its brand, ~~Cash equivalents are maintained with high credit quality institutions~~reputation, ~~the~~ ~~composition~~business operation and ~~maturities~~financial ~~of which are regularly monitored by management~~results. ~~The~~Although ~~Hong Kong Deposit Protection Board pays compensation up to a limit of HK$500,000 (approximately US$64,050) if~~ the ~~bank~~Company ~~with~~has ~~which~~policies anand ~~individual/a~~procedures ~~company~~in ~~hold~~place ~~its~~to ~~eligible~~enhance ~~deposit fails.~~compliance Wewith ~~maintain~~local ~~cash~~laws and ~~other funds in escrow at financial institutions in Hong Kong~~regulations, ~~which~~there can be ~~subject~~no toassurance ~~credit risk. While management believes~~ that ~~these~~its ~~financial institutions are of high credit quality~~employees, ~~it also continually monitors their credit worthiness~~contractors, ~~and~~or ~~there can~~agents ~~be no assurance that they~~ will ~~remain~~stay ofcompliant ~~high~~with ~~credit~~these policies ~~quality~~and procedures.

WeThe Company’s ~~have~~financial ~~evaluated~~services ~~the~~revenues ~~need~~are ~~for~~highly andependent ~~allowance~~on ~~for doubtful~~macroeconomic ~~accounts~~conditions ~~based~~as ~~upon~~well ~~factors~~as ~~surrounding the credit risk of specific customers~~Hong Kong, ~~historical trends~~China, and ~~other~~global market ~~information~~conditions. ~~Nonetheless, there~~Disruptions ~~can~~in bethe noglobal ~~assurance~~financial ~~that~~markets ~~its~~and ~~customers~~economic ~~will~~conditions ~~not~~could ~~default~~adversely onaffect ~~their obligations or otherwise expose us to~~ the ~~negative~~Company ~~impacts~~and ofits institutional ~~credit~~clients ~~risk~~and customers.

25Given the certain of its business operations concentrated in Hong Kong, the Company’s success depends on the health of the Hong Kong financial industry, which is affected by changes in general economic conditions beyond the Company’s control. Economic factors such as increased interest rates, slow economic growth or recessionary conditions, changes in household debt levels, and increased unemployment or stagnant or declining wages affect the Company’s customers’ income and thus their ability and willingness to take loans from the Company, invest with the Company, or engage with the Company’s other financial products. Domestic and global events affect all such macroeconomic conditions. Weak or a significant deterioration in economic conditions reduce the amount of disposable income both individual and institutional consumers have, which in turn reduces consumer spending and their willingness to engage with the Company’s financial services. Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets at any time and could adversely affect the Company’s financial condition.

Restrictions imposed by the outstanding indebtedness and any future indebtedness of AGBA may limit its ability to operate its business and to finance its future operations or capital needs or to engage in acquisitions or other business activities necessary to achieve growth.27

~~The~~Changes in ~~terms~~the condition of ~~the~~Hong Kong’s ~~outstanding~~and ~~indebtedness~~China’s economies generally affect the demand and supply of financial products, ~~any~~which ~~future~~in ~~indebtedness~~turn ~~may~~will ~~restrict~~affect usdemand ~~from~~for ~~taking~~the ~~certain~~solutions ~~actions~~that the Company provides. For example, ~~including~~a credit crisis, ~~among~~or ~~other~~prolonged ~~things:~~downturn in the credit markets could severely affect the Company’s operating environment by, for example, causing a tightening in credit guidelines, limited liquidity, deterioration in credit performance, or increased foreclosures. Since a significant portion of the Company’s revenue is generated from transaction-based fees and commissions, a decrease in transaction volumes could cause a material decline in the Company’s revenues for the duration of such crisis.

●Global economies ~~incurring~~could ~~additional~~suffer ~~indebtedness;~~dramatic downturns as the result of a deterioration in the credit markets and related financial crisis as well as a variety of other factors including, extreme volatility in security prices, diminished liquidity and credit availability, and ratings downgrades or declining valuations of certain investments. In past economic downturns, governments have taken unprecedented actions to address and rectify these extreme market and economic conditions, including by providing liquidity and stability to the financial markets. If these actions are not successful, the return of adverse economic conditions may significantly affect the businesses of the Company’s customers, which could in turn negatively affect the Company’s revenues.

●In addition, ~~creating~~there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by central banks and financial authorities in some of the world’s leading economies, including the European Union, the United States, and China. There have been concerns over unrest and terrorist threats in the Middle East, Europe, and Africa. There have also been concerns on the relationship among China and other Asian countries, which may result in or ~~incurring~~intensify ~~liens;~~potential conflicts in relation to territorial disputes, and escalations in the trade tensions between the United States and China. Starting from 2018, changes in U.S. trade policies have occurred, including the imposition of tariffs. These types of developments, including a potential trade war, could have a material adverse impact on the Chinese economy and in turn on the Hong Kong economy. On January 31, 2020, the United Kingdom ceased to be a member of the European Union (commonly referred to as “Brexit”). The effects of Brexit on worldwide economic and market conditions remain uncertain. Brexit could adversely affect European and worldwide economic and market conditions and could contribute to instability in global financial and foreign exchange markets. Furthermore, protests in Hong Kong in 2019, political instability in the Korean Peninsula, a slump in commodity prices, uncertainty over interest rates in the United States, the outbreak and spread of the COVID-19 pandemic, and the armed conflict between Russia and Ukraine have also resulted in instability and volatility in the global financial markets. Recently, the global stock markets have experienced extreme volatility, in reaction to the outbreak of the conflict between Russia and Ukraine and governments’ responses thereto. It is unclear whether these challenges and uncertainties will be contained or resolved, and what effects they may have on the global political and economic conditions in the long term.

●Failure to ~~paying~~comply ~~dividends~~with existing or future laws and ~~distributions~~regulations ~~on,~~related to data protection or ~~purchase,~~data ~~redeem~~security could lead to liabilities, ~~defease~~administrative penalties, or ~~otherwise~~other ~~acquire~~regulatory oractions, ~~retire~~which ~~for~~could ~~value~~negatively affect the Company’s operating results, ~~capital~~business, ~~stock;~~and prospects.

●The regulatory ~~making~~framework ~~repayments~~for orthe ~~repurchases~~collection, use, safeguarding, sharing, transfer and other processing of ~~debt~~personal ~~that~~data worldwide is ~~contractually~~rapidly evolving ~~subordinated~~and ~~with~~is ~~respect~~likely to ~~right~~remain ofuncertain ~~payment~~for the foreseeable future. Regulatory authorities in virtually every jurisdiction in which we have implemented or ~~security;~~are considering a number of legislative and regulatory proposals concerning personal data protection. Our management been monitoring the evolution of this area of law and intends to take steps to ensure compliance with laws applicable to our current operations in Hong Kong and potential future operations in China.

●While the ~~creating~~our ~~negative~~management ~~pledges~~believes orthat ~~restrictions~~we onare not currently subject to PRC laws relating to the ~~payment~~collection, ofuse, ~~dividends~~sharing, orretention, ~~payment~~security, and transfer of confidential and private information, such as personal information and other ~~amounts~~data, ~~owed~~we ~~from~~may ~~subsidiaries;~~be subject to such laws in the future. These laws continue to develop, and the PRC government may adopt other rules and restrictions in the future. Non-compliance could result in penalties or other significant legal liabilities.

~~● making acquisitions, investments, loans (including guarantees), advance or capital contributions;~~28

●The PRC ~~engaging~~may inprevent ~~consolidations,~~the ~~amalgamations,~~cash ~~mergers,~~maintained ~~liquidations,~~by ~~dissolutions,~~the ~~dispositions~~Company ~~and/or~~in ~~selling,~~Hong Kong ~~transferring~~from leaving, or ~~otherwise~~the ~~disposing~~PRC could restrict deployment of ~~assets,~~such ~~including~~cash for ~~capital~~the ~~stock~~Company’s business purposes or for the payment of ~~subsidiaries;~~dividends.

●The Company ~~entering~~does not have any business operations in mainland China or maintain any cash balances in mainland China. However, if the Company were to establish business operations or maintain cash balances in mainland China, it may become subject to the PRC government’s controls on the convertibility of Renminbi into foreign currencies and the remittance of currencies out of China to foreign entities or investors. Under the existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange (“SAFE”) as long as certain ~~sale~~procedural requirements related to foreign exchange control are met. Although generally the PRC government may not impose any restrictions on international payments or transfers on current account, the PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions, and ~~leaseback~~there may also exist macro-prudential control in foreign exchange through position management or know-your-customer (KYC) policies. Approval from appropriate government authorities, including SAFE, the National Development and Reform Commission (NDRC) and the Ministry of Commerce may be required for certain transactions; if Renminbi is converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Furthermore, foreign currency loans or capital contributions may be subject to statutory limits and registration with competent authorities.

●The Hong Kong ~~engaging~~government has not issued similar laws or regulations for companies that are incorporated in ~~certain~~or ~~transactions~~conduct ~~with~~businesses ~~affiliates;~~in Hong Kong. No cash is or is currently intended by the management of the Company to be held in the PRC by the Company or any of its subsidiaries. There is no regulatory restriction imposed by authorities in Hong Kong over the flow of funds among the Company and its subsidiaries, or on any distributions or dividends of the Company to its investors as of the date of this registration statement, and management of the Company does not expect there will be regulatory restrictions by authorities in Hong Kong.

●The Basic ~~changing~~Law ~~material~~is ~~lines~~the constitutional document for Hong Kong. Under Article 112 of the Basic Law, no foreign exchange control policies shall be applied in Hong Kong. The Hong Kong dollar shall be freely convertible, and the Government of Hong Kong shall safeguard the free flow of capital within, into and out of the region. The power to amend the Basic Law lies in the National People’s Congress of the PRC and the ultimate power of interpretation of the Basic Law is vested in the Standing Committee of the National People’s Congress of the PRC. Therefore, the PRC has the power to cause a change in the Basic Law and cause capital controls to be imposed over Hong Kong. If the PRC were to do so, the PRC may also restrict the ability of the Company’s operating entities to remit currency maintained in Hong Kong offshore to pay dividends or make other payments, or otherwise to satisfy its foreign-currency-denominated obligations. In such case, relevant PRC governmental authorities may limit the ability of the Company to purchase foreign currencies in the future to settle transactions. As the PRC government may continue to strengthen its control over Hong Kong, this may limit the Company’s ability to utilize such currencies to fund its business activities outside of the PRC, or to pay dividends in foreign currencies.

~~There can be no guarantee that we will be able~~Risks toFactors ~~maintain~~Relating ~~compliance with any of its loan covenants or, if we fail~~ to ~~do so, that it will be able to obtain waivers from~~ the ~~lenders~~ Business and~~/or~~ ~~amend~~Operations ~~the covenants. Even if we comply with all~~ of ~~the~~TAG ~~applicable~~International ~~covenants,~~Limited ~~the restrictions on the conduct of business could adversely affect us by, among other things, limiting its ability to take advantage of financings, mergers, acquisitions, investments,~~ and ~~other~~TAG ~~corporate~~Asia ~~opportunities~~Capital ~~that may be beneficial to business.~~Limited

AThe technologies ~~breach~~that ~~of any of~~ the ~~covenants~~Company inuses ~~existing or~~may ~~future~~contain ~~credit~~undetected ~~agreements could result in an event of default~~errors, which, ~~if not cured or waived,~~ could ~~trigger~~result ~~acceleration of indebtedness and an increase~~ in ~~the~~customer ~~interest rates applicable to such indebtedness~~dissatisfaction, ~~and~~damage ~~may result in the acceleration of or default under any other debt we may incur in the future~~ to ~~which a cross-acceleration or cross-default provision applies. Any such acceleration of indebtedness could have a material adverse effect on~~ the ~~business~~Company’s reputation, ~~results of operations, and financial condition of AGBA. In the event of any default under existing~~ or ~~future~~loss ~~credit facilities~~ of AGBA, the applicable lenders could elect to terminate borrowing commitments and declare all borrowings and loans outstanding, together with accrued and unpaid interest and any fees and other obligations, to be due and payablecustomers. In addition, if AGBA was to grant a security interest in a significant portion of its assets to secure obligations under a lending agreement, the applicable lenders, during the existence of an event of default, could exercise their rights and remedies thereunder, including by way of initiating foreclosure proceedings against any assets constituting collateral for obligations of AGBA as borrower.

~~AGBA’~~Some of ~~performance~~the ~~depends~~solutions that we offer are built on ~~key~~large stacks of data, requiring sophisticated and innovative technologies to address our ~~management~~operating needs, predict operating patterns, and ~~personnel~~help make decisions in terms of business strategies and implementation plans. ~~Any~~We ~~failure~~aim to make its operations and solutions more streamlined, automated, and cost-effective by using advanced technologies which are currently under development. We may encounter technical obstacles, and it may discover problems that prevent such technologies from operating properly, or at all, which could adversely affect our information infrastructure and other aspects of its business where such technologies are applied. If our solutions do not function reliably or fail to achieve its customers’ expectations for performance, we may lose existing customers or fail to attract new ones, ~~motivate~~which may damage its reputation and ~~retain~~adversely ~~staff~~affect its business, financial condition, and results of operations. Material performance problems, defects, or errors in our existing or new software, applications, and solutions may arise and may result from the interface between solutions and systems and data that it did not develop, the function of which is beyond its control, or defects and errors that were undetected in internal testing. These types of defects and errors, and any failure by us to identify and address them, could ~~severely~~result ~~hinder~~in ~~AGBA’s~~a ~~ability~~loss of revenue or market share, diversion of development resources, harm to ~~maintain~~our reputation and increased service and maintenance costs. Defects or errors may discourage existing or potential customers from utilizing ~~grow~~our ~~AGBA~~solutions. Correcting these types of defects or errors could prove to be impossible or impracticable. The costs incurred in correcting any defects or errors may be substantial and could have a material adverse effect on our business, financial condition, and results of operations.

Our future success is significantly dependent upon the continued service of a handful of its key personnel. If we lose the services of any member of management or other key personnel, it may not be able to locate suitable or qualified replacements, and it may incur additional expenses to recruit and train new staff, which could severely disrupt its business and growth, therefore materially and adversely affecting our business, financial condition, results of operations, and prospects. If any dispute arises between our current or former personnel, we may have to incur substantial costs and expenses in order to enforce such agreements in Hong Kong or elsewhere (as relevant), and we may not be able to enforce them at all.29

~~The wide range and diversity of the services~~We ~~and~~rely ~~solutions~~on ~~that~~our webusiness ~~provide~~relationships ~~may~~with ~~require~~product ~~the~~issuers ~~hiring~~ and ~~retention~~the ofsuccess ~~a wide range~~ of ~~experienced~~those ~~personnel~~product ~~who can adapt to a dynamic~~issuers, ~~competitive,~~ and ~~challenging~~the ~~business~~future ~~environment.~~development ~~We will need to continue to attract and retain experienced and capable personnel at~~depends, ~~all levels as it expands its business and operations. Competition for talent~~ in ~~Hong Kong’s financial technology industry is particularly intense~~part, ~~and~~on the ~~availability~~growth of ~~suitable~~such ~~and~~product ~~qualified~~issuers ~~candidates~~and istheir ~~limited~~continued collaboration.

26The Platform Business relies, in part, on financial products provided by certain banks, insurance companies, or other companies that offer financial products (product issuers). Our management team believes that establishment of business relationships with major product issuers such as MassMutual Asia Limited, Prudential Hong Kong Limited, and Zurich International Life Limited, which facilitates our ability to provide a wide variety of products to satisfy customers’ needs and enables it to negotiate favorable terms with such product issuers, to the benefit of its customers, contributes to its current success. The long-term business relationships that the Platform Business has established with major product issuers are formed on the basis of the terms of business, broker contracts, and/or conditions issued by the product issuer(s) setting out the terms and conditions upon which product issuer(s) are prepared to accept business referred or introduced to them. However, there is no assurance that the Platform Business will succeed in maintaining existing and/or establishing new, strategic relationships with product issuers. If the Platform Business cannot maintain and/or establish such relationships, it and its subsidiaries’ access to similar financial products may be restricted, and their business, operations, and financial position may, in turn, be adversely affected.

~~Substantially~~The Platform ~~all~~Business’s future development depends, in part, on the growth of ~~AGBA’s~~such ~~operations~~product issuers, on their continued development ~~are~~of ~~housed~~new financial products, and on their continued collaboration. Failure by such product issues to continue to sell new financial products may, in ~~one~~turn, ~~location~~limit our ability to offer such products to their customers. IfThere ~~the~~can ~~facilities~~be ~~are~~no ~~damaged~~assurance that if any product issuer discontinued its business or ~~rendered~~ceased ~~inoperable~~to bycollaborate ~~natural~~with us could find replacement products on comparable terms, or ~~man-made~~at ~~disasters~~all. If the Platform Business cannot maintain its current pipeline of products from product issuers, ~~AGBA~~it and its subsidiaries’s ~~business~~access to similar financial products may be ~~negatively~~restricted, ~~impacted~~and their business, operations, and financial position may, in turn, be adversely affected.

The property ~~current~~agency ~~headquarters~~segment ~~adopts~~of anthe ~~open-office design throughout~~Platform ~~the~~Business ~~entire~~has ~~building~~historically tooperated ~~minimize~~on ~~overall~~thin ~~expenses~~margins, ~~promote~~which ~~collaborative~~expose ~~culture,~~it to risk of non-profitability and ~~create~~recent atrends ~~more~~have ~~flexible~~caused ~~workspace~~the ~~environment~~segment to be loss-making.

~~As a result, most of our operations currently~~The ~~are~~property ~~housed~~agency insegment ~~one building. Certain~~ of ~~our subsidiaries compensate~~ the ~~Legacy~~Platform ~~Group~~Business, ~~for~~run ~~the~~by ~~use~~OnePlatform ofInternational ~~their~~Property ~~office~~Limited ~~space~~(“OIP”), ~~through~~has ~~existing~~historically ~~service~~operated ~~agreements.~~with ~~See~~thin ~~“Certain~~profit ~~Transactions~~margins. ~~and~~In ~~Related~~accordance ~~Party~~with ~~Transactions — Certain~~its ~~Transactions~~contracts ofwith ~~AGBA”. AGBA~~property ~~Tower,~~developers and ~~our~~agreements ~~offices~~with ~~therein,~~its ~~could~~own ~~be harmed or rendered inoperable by natural or man-made disasters~~staff, ~~including earthquakes,~~commission ~~fires,~~income ~~power~~from ~~shortages,~~OIP’s ~~telecommunications~~operations ~~failures,~~is ~~water~~dispersed ~~shortages,~~broadly ~~floods,~~among ~~hurricanes,~~both ~~typhoons,~~the ~~extreme~~consultancy ~~weather~~force ~~conditions, medical epidemics,~~ and ~~other natural or man-made disasters~~salespersons, ~~pandemics,~~often ~~epidemics,~~equaling orup ~~other business interruptions. If due~~ to ~~such~~50% ~~disaster~~of athe commission. This significant ~~portion~~split of ~~our~~commission ~~team~~income ~~members~~has ~~must~~historically ~~work~~resulted ~~remotely~~in ~~for~~marginal anprofit ~~extended~~for ~~period, our business may be negatively impacted~~OIP.

OnIn recent ~~January 25~~years, ~~2022,~~the wesegment ~~purchased~~has anbeen ~~office premise~~loss-making ~~located~~and atwas ~~Kaiseng~~supported ~~Commercial~~by ~~Centre,~~intercompany Noloans. ~~4 & 6,~~While ~~Hankow~~our ~~Road,~~management ~~Kowloon,~~intends ~~Hong Kong~~to generate sufficient cash flows from the ~~Legacy~~segment ~~Group~~to ~~for~~repay such intercompany loans and create positive profit margins, there can be no assurance that the property aagency ~~consideration~~segment of ~~approximately~~the ~~US$8.0 million.~~Platform ~~The~~Business ~~purchase~~will ~~price~~be ~~was~~able ~~offset~~to bygenerate such cash flows now or in the ~~deduction~~future. ofWithout a ~~previously~~change ~~paid~~in ~~earnest~~the ~~deposit~~commission sharing mechanism or optimization of ~~US$7.2 million~~the ~~and~~segment’s ~~partially~~operating ~~settled~~costs, bythe ~~cash.~~property ~~Our~~agency ~~management~~segment’s ~~used~~ability ~~this~~to ~~office~~achieve ~~premises~~additional profits ~~for~~may ~~rental~~be ~~purpose~~limited. OnThere ~~July~~can 20be no assurance that OIP will be able to achieve changes in commission sharing or optimization of operating costs to sufficient levels, ~~2023~~or at all. In addition, given the competitive environment in which OIP operates, there also can be no guarantee wethat ~~sold~~such ~~this~~changes ~~office~~would ~~premise~~not tocreate ana ~~independent~~loss ~~third~~of ~~party~~engagement ~~for~~with property developers and salespersons. Such disruptions to the ~~purchase~~property ~~price~~agency segment of ~~$6.13~~the ~~million~~Platform Business could have negative effects on its business, financial condition, results of operations, and prospects.

AGBA may not be able to identify or pursue suitable acquisition or expansion opportunities or achieve optimal results in future acquisitions or expansions, and it may encounter difficulties in successfully integrating and developing acquired assets or businesses.30

ToThe Company ~~further~~relies ~~grow~~on ~~its~~third ~~businesses~~parties ~~and~~for ~~increase~~various ~~its competitiveness~~aspects ~~and~~of ~~profitability,~~its webusiness ~~intend~~and tothe ~~continue expanding its~~ services and solutions ~~in both Hong Kong and China. We have been actively looking for acquisition or expansion opportunities~~ that ~~may~~it ~~be beneficial~~offers. ~~Over~~The ~~the past few years~~Company’s business, ~~Fintech~~results ~~has invested in a number~~ of ~~companies~~operations, infinancial ~~the fintech space~~condition, ~~such as Tandem. We will continue to seek opportunities for acquisition~~ and ~~expansion. However,~~reputation ~~acquisitions or expansions~~ may ~~not~~ be ~~successfully~~materially ~~completed,~~ and weadversely ~~may~~affected ~~not~~if bethese ~~able~~third ~~to find or consummate suitable acquisition~~parties ordo ~~expansion~~not ~~alternatives.~~continue ~~Any expansion of AGBA into China may also involve risks related~~ to ~~businesses~~maintain ~~operating in China. If we successfully complete any acquisition~~ or ~~expansion,~~expand ittheir ~~may~~relationship ~~raise~~with ~~financing, either in~~ the ~~capital markets or in the form of bank financing~~Company, ~~to cover all~~ or ~~part~~if ofthey ~~the~~fail ~~purchase price, which will lead~~ to ~~changes~~perform ~~to our capital structure and may restrict us~~ in ~~other~~accordance ~~ways.~~with ~~In addition, to~~ the ~~extent~~terms ~~that any~~ of ~~these business initiatives are funded through the issuance of equity or convertible debt securities, the ownership~~ ~~interest~~their ofrelevant ~~our shareholders could be diluted~~contracts.

We rely ~~have~~on ~~acquired~~third ~~and~~parties ~~may~~for invarious ~~the~~aspects ~~future~~of ~~acquire other~~its ~~businesses~~business orand ~~companies~~the ~~with~~solutions ~~advanced~~they ~~financial~~offer. ~~technologies~~For example, ~~leading~~we ~~financial~~rely ~~technology~~on ~~products~~computer hardware, ~~valuable~~software, and ~~intellectual~~cloud ~~property~~services, or ~~other~~internet ~~businesses~~and ortelecommunication ~~assets~~services, ~~with~~and third-party supplied data. We expect to continue to rely on these third parties to supplement its capabilities ~~and~~for ~~strategies~~a ~~that~~significant ~~our~~period, ~~management~~if ~~believes~~not ~~are~~indefinitely. ~~complementary~~Therefore, we need all of these parties to function in a flawless and ~~are~~timely ~~likely~~manner in order to ~~enhance~~ conduct its ~~businesses~~business. However, there can be no assurance that wethese third parties will beprovide ~~able~~their tosupport ~~identify~~properly ~~attractive~~or ~~acquisition~~in ~~targets,~~a ~~negotiate~~cost-effective manner ~~favorable terms,~~or ~~obtain~~that ~~necessary~~the ~~government~~third ~~approvals~~party-supplied data orwe ~~permits,~~rely ~~complete~~on ~~necessary~~will ~~registrations~~be complete, ~~or filings~~accurate, or ~~obtain~~reliable. ~~necessary~~In ~~funding~~the ~~to complete~~event ~~these~~of ~~acquisitions~~problems onwith ~~commercially~~any ~~acceptable~~of ~~terms~~these third-party providers, ortransitioning atto ~~all~~new providers may disrupt our business and increase costs.

~~Acquisitions and expansions involve numerous~~If ~~risks,~~any ~~including~~of ~~potential difficulties in retaining and assimilating personnel, risks and difficulties associated with integrating~~ the ~~operations~~ ~~and~~third-party ~~culture~~service ofproviders ~~AGBA,~~fail ~~diversions~~to ofperform ~~management attention and other resources~~properly, ~~lack~~there ofcan ~~experience~~be ~~and~~no ~~industry~~assurance ~~and~~that ~~market~~we ~~knowledge of~~would ~~the~~be ~~new~~able ~~businesses, risks and difficulties associated with complying with laws and regulations related~~ to ~~the~~find ~~acquisitions~~suitable ~~and failure~~replacement tosuppliers ~~properly~~on ~~identify~~commercially ~~problems~~reasonable ~~with~~terms ~~acquisition~~on ~~targets~~a ~~through~~timely ~~the~~basis, ~~due~~or ~~diligence~~at ~~process~~all. InThe ~~addition,~~third-party ~~acquisitions~~service ~~and~~providers ~~expansions~~ may ~~significantly~~ ~~stretch~~carry ~~our~~out ~~capital,~~their ~~personnel, and management resources and, as a result, we may fail to manage its growth effectively.~~business ~~Any~~in ~~new~~an ~~acquisition~~inappropriate manner or ~~expansion plans may also result~~ in ~~its~~violation ~~inheritance~~ of ~~debts~~regulations ~~and~~or ~~other~~laws. ~~liabilities,~~Any ~~assumption~~ of ~~potential~~such ~~legal liabilities~~occurrences incould ~~respect~~diminish ofour ~~the~~ability ~~new businesses, and incurrence of impairment charges related~~ to ~~goodwill~~operate ~~and~~or ~~other~~damage its ~~intangible~~business ~~assets~~reputation, ~~any of~~or ~~which~~cause ~~could~~it ~~harm~~regulatory ~~our~~or ~~business,~~ financial ~~condition~~harm, ~~and~~any ~~results~~ of ~~operations. In particular, if any new businesses we acquire fail to perform as expected, we may be required to recognize a significant impairment charge,~~ which could ~~materially~~negatively ~~and adversely~~ affect ~~its~~ our business, financial condition, and results of operations. There may also be established players in these sectors and markets that enjoy significant market share, and it may be difficult for us to win market share from them. Furthermore, some of the overseas markets that we may target may have high barriers of entry for foreign players. There can be no assurance that our acquisition or expansion plans will be successful. As a result, there can be no assurance that we will be able to realize the strategy behind an acquisition or expansion plan, reach the desired level of operational integration, or achieve its investment return targets.

27A number of our business partners are commercial banks and other financial institutions that are highly regulated, and the tightening of laws, regulations, or standards in the financial services industry could harm its business.

~~AGBA~~A number ~~and~~of ~~its~~our ~~directors,~~business ~~management,~~partners ~~and employees~~are ~~currently~~commercial ~~are~~banks and ~~may~~other infinancial ~~the~~institutions ~~future~~that beare ~~subject~~highly toregulated ~~litigation~~and must comply with complex and ~~regulatory~~changing ~~investigations~~government regulations and ~~proceedings~~industry standards, ~~and~~which ~~any~~are ~~adverse~~subject to significant changes, in the various jurisdictions ~~findings~~in ~~may~~which ~~have~~they aoperate. ~~material~~Global, ~~adverse~~regional, ~~effect~~or onlocal ~~AGBA’s~~regulatory ~~business~~developments, ~~results~~including those in respect of ~~operations~~consumer protection, ~~financial~~credit availability, ~~condition~~risk management, and ~~prospects~~data ~~and~~privacy, ~~harm~~could adversely affect our customers or otherwise result in a reduction in the volume and frequency of its ~~reputation~~business transactions.

~~Many~~Our financial ~~aspects~~institution ofpartners ~~our~~must ~~business~~sometimes ~~involve~~include ~~substantial litigation~~restrictive ~~and~~provisions ~~regulatory~~in ~~risks~~their contracts with service providers, ~~and~~with ~~our~~respect to ~~members~~security and privacy, ongoing monitoring, risk management, ~~may~~and beother ~~subject~~limitations. toThese ~~claims~~provisions ~~and~~may ~~lawsuits~~increase inour ~~the~~costs, ~~ordinary~~limit ~~course~~the scope of ~~their business~~the orsolutions inwe ~~connection~~offer, ~~with~~or ~~the~~otherwise ~~Legacy~~restrict ~~Group~~customer access. WeIn ~~are also~~addition, ~~from~~our ~~time~~customers may have less capacity or incentive to ~~time~~purchase solutions from us, ~~subject~~may pass on their increased costs to ~~examinations~~us, ~~informal~~or ~~inquiries~~may ~~and~~cease ~~investigations by~~to ~~regulatory~~use ~~and~~certain ~~other~~of ~~governmental~~our ~~agencies~~solutions. InAs ~~the~~aspects ~~ordinary course~~ of our business employ a broker-based model, weany ~~are~~reduction ~~also~~of ~~subject~~transactions toby ~~arbitration~~our ~~claims,~~partners ~~lawsuits,~~ may materially and ~~litigation,~~adversely ~~either~~affect asour ~~plaintiff~~business and orresults ~~defendant~~of operations.

~~Actions~~As a ~~brought against us may~~ result inof ~~settlements, injunctions,~~such ~~fines,~~laws ~~penalties, or other results adverse to the directors, management,~~ and ~~employees that could harm its business~~regulations, ~~financial condition,~~certain ~~results~~ of ~~operations, and reputation. Any action against~~ our ~~directors,~~business ~~management,~~partners ~~and~~have ~~employees~~had, ~~even~~or ~~those~~will ~~without merit and even if the relevant party is successful in defending itself against them~~have, ~~may cause us~~ to ~~incur~~adjust ~~significant~~their ~~costs,~~business ~~and~~practices ~~could place~~in aways ~~strain~~that onreduce ~~its~~their ~~financial~~use ~~resources, divert the attention~~ of ~~management from its core business, and harm its reputation. A significant judgment or regulatory action against~~ our ~~directors~~solutions, ~~management,~~ and ~~employees~~these ortypes ~~a material disruption in the business~~ of ~~AGBA~~changes ~~arising from adverse adjudications~~ in ~~proceedings~~response ~~against~~to ~~its~~regulatory ~~directors,~~developments ~~officers~~may oradversely ~~employees~~affect ~~would have a material adverse effect on its liquidity,~~our business, ~~financial~~result ~~condition, results~~ of operations, ~~reputation,~~ and ~~prospects~~financial conditions.

~~As a publicly listed company, we are likely to~~Significant ~~face~~increases ~~additional~~and ~~exposure~~decreases toin ~~claims~~the ~~and~~number ~~lawsuits.~~of ~~These~~transactions ~~claims~~by ~~could~~the ~~divert management~~Company’s ~~time~~clients ~~and~~can ~~attention~~have ~~away~~a ~~from~~material ~~its~~negative ~~business and~~effect ~~result~~on ~~in significant costs to investigate and defend, regardless of~~ the ~~merits of the claims. In some instances, we may elect or~~Company’s beprofitability ~~forced~~and ~~to pay substantial damages if it is unsuccessful in~~ its ~~efforts~~ability to ~~defend~~efficiently ~~against~~process ~~these claims, which could harm its reputation, business, financial condition,~~ and ~~results~~settle ~~of operations~~transactions.

~~We implement policies and conduct regular compliance~~Significant ~~training~~volatility ~~designed~~in ~~to deter wrongdoing, promote honest and ethical conduct, and ensure~~ the ~~accuracy~~number of ~~financial~~client ~~statements~~transactions and ~~public communications~~rebalancing asactivity ~~well~~may asresult ~~compliance~~in ~~with~~operational ~~applicable~~problems ~~governmental~~such ~~laws,~~as ~~rules,~~a ~~and~~higher ~~regulations. However, there can be no assurance that~~incidence ~~all~~ of ~~our~~failures ~~directors,~~to ~~management,~~deliver ~~and~~services ~~employees will strictly abide by these rules~~ and ~~policies,~~errors orin ~~that~~processing ~~we can effectively and timely deter~~transactions, ~~detect,~~ and ~~remedy~~such ~~all~~volatility ~~misconduct.~~may ~~Any~~also ~~gross~~result ~~misconduct~~in byincreased ~~our~~personnel ~~directors, management,~~ and ~~employees, including, but not limited~~ torelated ~~those~~processing incosts. ~~relation~~We tomay ~~commercial,~~experience ~~labor,~~adverse ~~employment,~~effects ~~financial,~~on ~~operational,~~its ~~accounting,~~profitability ~~auditing~~resulting orfrom ~~securities~~significant ~~matters,~~reductions ~~may~~in ~~lead~~product tosales ~~investigations~~ and~~/or~~ ~~litigation~~may ~~and~~encounter ~~have~~operational aproblems ~~material~~arising ~~adverse~~from ~~impact~~unanticipated onhigh ~~our~~transaction ~~business,~~volume ~~financial~~because ~~condition~~we ~~and~~are ~~results~~not ofable ~~operations,~~to ~~and harm~~control ~~its~~such ~~reputation~~fluctuations.

WeIn addition, ~~may~~significant ~~not~~transaction ~~have~~volume ~~sufficient~~could ~~insurance~~result ~~coverage~~ in inaccurate books and records, which would expose us to ~~cover~~disciplinary ~~our~~action ~~business~~by governmental ~~risks~~agencies and other relevant regulators.

We ~~maintain insurance to cover its potential~~ ~~exposure~~operate ~~for~~in ~~claims~~a ~~and~~variety ~~losses. However, our insurance coverage may be inadequate or unavailable to protect us fully, and we may not be able to acquire any coverage for certain types~~ of ~~risks~~heavily ~~such~~regulated asindustries ~~business~~in ~~liability~~Hong Kong ~~or service disruptions,~~ and ~~our coverage may not be adequate to compensate us for all losses that may occur~~globally, ~~particularly~~which ~~with~~expose ~~respect~~its ~~to loss of~~ business oractivities ~~operations. Any business disruption, litigation, regulatory action, outbreak of epidemic disease, or natural disaster could also expose us~~ to ~~substantial~~risks ~~costs~~of ~~and~~noncompliance ~~resource~~with ~~diversion.~~an ~~There~~increasing ~~can~~body be no assurance that our existing insurance coverage will be sufficient to prevent us from any loss or that we will be able to successfully claim our losses on a timely basis, or at all. If we incur any loss that is not covered by its existing insurance policies, or the amount of ~~compensation~~complex ~~that~~laws ~~it receives is significantly less than its actual loss, our business, financial condition~~ and ~~results of operations could be materially and adversely affected~~regulations.

~~Any~~Due to ~~failure~~the toheavily ~~protect~~regulated nature of the ~~intellectual~~industries in which we operate, primarily the insurance, Mandatory Provident Fund (“MPF”), ~~property~~asset ~~rights~~management ofand ~~AGBA~~money orlending ~~its~~industries, ~~subsidiaries~~we orare required to ~~ensure~~comply with a wide array of Hong Kong laws and regulations that regulate, among other things, the ~~continuing~~manner ~~right~~in towhich ~~own~~they conduct their businesses, ~~use~~which orof ~~license~~our ~~all~~operating ~~intellectual~~entities ~~property~~can ~~required~~provide certain ~~for~~services, ~~its~~and orthe ~~their~~fees ~~operations~~that ~~could~~they ~~impair~~may ~~AGBA’s~~charge. ~~ability~~Governmental toauthorities ~~protect~~and ~~its~~various ~~proprietary~~Hong Kong ~~technology~~agencies, including, among others, the Insurance Authority, the Mandatory Provident Fund Authority, the Securities and ~~its~~Futures ~~brand~~Commission, and the Inland Revenue Department, have broad oversight and supervisory authority over us.

Our success and ability to compete depends in part upon its intellectual property. As of the date of this report, our portfolio of intellectual property includes, primarily, domain names and trademarks. We are currently in the process of re-branding its business, and as part of this exercise, we are in the process of obtaining domain names and trademark registrations for its new brands, such as “AGBA”, “AGBA Focus”, “AGBA Perform” and “OnePlatform.” We primarily rely on copyright, trade secret and trademark laws, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our intellectual property rights.31

28Because of the financial services that we offer and deliver, we engage in the relevant service must be licensed in Hong Kong as well as all relevant jurisdictions that require licensure and must comply with each such jurisdiction’s respective laws and regulations, as well as with judicial and administrative decisions applicable to it. Presently, in Hong Kong, we maintain Insurance Broker Licenses, HKSFC Licenses, and Money Lenders Licenses, in addition to their business registrations with the Hong Kong Companies Registry. In addition, these companies are currently subject to a variety of, and may in the future become subject to additional, laws that are continuously evolving and developing, including laws on advertising as well as privacy laws.

~~The~~These licensing ~~steps~~requirements ~~that~~and weother ~~take~~regulations todirectly ~~secure~~impact our business and require ongoing compliance, ~~protect~~monitoring, and internal and ~~enforce~~external ~~its~~audits ~~current~~as ~~and~~they ~~future~~continue ~~intellectual~~to ~~property~~evolve ~~rights~~and may beresult ~~inadequate.~~in Weever-increasing public ~~may~~scrutiny ~~not~~and beescalating ~~able~~levels toof ~~obtain~~enforcement and ~~any~~sanctions. ~~further~~Subsequent ~~trademarks~~changes ~~(including those~~to ~~for~~data ~~“AGBA”~~protection and ~~“OnePlatform”)~~privacy ~~or patents~~laws, ~~our~~for ~~current~~instance, ~~intellectual~~could ~~property~~impact ~~could~~how bewe ~~invalidated,~~process ~~our~~personal ~~competitors~~information, ~~could~~and ~~design~~therefore ~~their~~limit ~~products~~the ~~around~~effectiveness ~~our~~of ~~current~~its ~~technology,~~products or weservices ~~could~~or ~~lose~~its ~~access~~ability to ~~third~~operate ~~party~~or ~~intellectual~~expand ~~property~~its onbusiness, ~~which~~including welimiting strategic partnerships that may ~~rely~~ involve the sharing of personal information.

InBoth the ~~order~~scope toof ~~protect~~the ~~our~~laws ~~intellectual~~and ~~property rights,~~regulations weand ~~may~~the beintensity ~~required~~of tothe ~~spend~~supervision ~~significant~~to ~~resources~~which towe ~~monitor~~are ~~and~~subject ~~protect~~have ~~these~~increased ~~rights.~~over ~~Litigation~~time, ~~brought~~in response to ~~protect~~financial ~~and~~crises ~~enforce our~~as ~~intellectual~~well ~~property~~as ~~rights~~other ~~could~~factors besuch ~~costly,~~as ~~time~~technological ~~consuming~~ and ~~distracting~~market tochanges. ~~our~~Regulatory ~~management~~enforcement and ~~could~~fines ~~result~~have inalso ~~the impairment~~increased oracross ~~loss~~the offinancial ~~its~~services ~~intellectual~~sector ~~property.~~in ~~Furthermore,~~Hong Kong ~~our~~and ~~efforts~~the toother ~~enforce~~markets ~~our~~where ~~intellectual~~we ~~property~~operate. ~~rights~~Our ~~may~~management beexpects ~~met~~that ~~with~~its ~~defenses,~~business ~~counterclaims~~will ~~and~~remain ~~countersuits~~subject ~~attacking~~to ~~the~~extensive ~~validity~~regulation and ~~enforceability~~supervision. ofThese ~~our~~regulatory ~~intellectual~~changes ~~property~~could ~~rights.~~result ~~Accordingly,~~in wean ~~may~~increase ~~not be~~in ~~able~~our toregulatory ~~prevent~~compliance burden ~~third~~and ~~parties~~associated ~~from~~costs ~~infringing~~and ~~upon~~place orrestrictions ~~misappropriating~~on its ~~intellectual property~~operations. ~~Any~~Our failure to ~~secure,~~comply ~~protect~~with applicable licensing requirements and ~~enforce~~relevant ~~its~~laws ~~intellectual~~and ~~property~~regulations ~~rights~~ could ~~substantially~~lead ~~harm the value of our technology~~to, ~~products,~~among ~~brand,~~other ~~and business.~~things:

We● ~~may~~loss ~~not be able to prevent others from unauthorized use~~ of ~~our~~its ~~intellectual~~licenses ~~property,~~and ~~which~~approvals ~~could~~to ~~harm~~engage ~~our~~in ~~business~~its ~~and competitive position.~~businesses;

We● ~~regard~~damage ~~our trademarks, domain names, trade secrets, and other intellectual property as critical~~ to ~~our~~its ~~business. Unauthorized use of our intellectual property by third parties may adversely affect our business and~~ reputation. We rely on a combination of intellectual property laws and contractual arrangements to protect our proprietary rights. It is often difficult to register, maintain, and enforce intellectual property rights in countries or regions with less developed regulatory regimes or inconsistent and unreliable enforcement mechanisms. Sometimes laws and regulations are subject to interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights in other countries are uncertain and may afford little or no effective protection of our proprietary technology, and the risk of intellectual property misappropriation may be higher in these countries. Consequently, we may be unable to prevent its proprietary technology from being infringed or exploited abroad, which could affect its ability to expand into international markets or require costly efforts to protect its technology. We are in the process of obtaining new domain names and trademark registrations in connection with its ongoing re-branding efforts. Failure to promptly obtain such registrations or otherwise fully project such intellectual property may expose us to intellectual property related risks, which may materially and adversely affect its business, financial condition and results of operations.industry;

In● ~~addition,~~governmental ~~our~~investigations ~~contractual agreements, including IP assignment arrangements in employment contracts, may be breached by counterparties,~~ and ~~there~~enforcement may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect its intellectual property rights or to enforce its contractual rights in Hong Kong, China, or other jurisdictions in which we operate. Detecting and preventing any unauthorized use of our intellectual property is difficult and costly, and the steps has taken may be inadequate to prevent infringement or misappropriation of its intellectual property. If we resort to litigation to enforce or protect its intellectual property rights, such litigation could result in substantial costs and a diversion of its managerial and financial resources. There can be no assurance that we will prevail in such litigation. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, its competitors, and, in that case, we would have no right to prevent others’ use of them.actions;

We● ~~may~~administrative befines ~~subject to intellectual property infringement claims, which may be expensive to defend~~ and ~~may~~penalties ~~disrupt its business~~ and ~~operations.~~litigation;

~~There~~● ~~can~~civil be no certainty that the operations or any aspects of our business do not or would not infringe upon or otherwise violate patents, copyrights, trademarks, or other intellectual property rights held by third parties. We may be subject to penalties, legal proceedings, and ~~claims~~criminal ~~relating to the intellectual property rights of others. In addition~~liability, ~~there~~including ~~may~~class beaction other third-party intellectual property that is infringed by our solutions, services, or other aspects of its business. There could also be intellectual property rights that we are not aware of that our solutions or services may inadvertently infringe. To the extent that we seek to register any new intellectual property, there can be no assurance that such applications will be approved, that any issued intellectual property rights would adequately protect our intellectual property, or that such intellectual properties would not be challenged by third parties or found by competent authority to be invalid or unenforceable.lawsuits;

29● increased costs of doing business;

~~There~~● ~~can~~diminished beability ~~no assurance that holders of patents purportedly relating~~ to ~~some~~sell aspect of our technology platform or business, if any such holders exist, would not seek to enforce these patents against us in Hong Kong, China, or any other jurisdictions. Furthermore, the application and interpretation of PRC patent laws and the procedures and standards for granting patents in the PRC are still evolving and are uncertain, and there can be no assurance that PRC courts or regulatory authorities would agree with our analysis. If we are found to have violated the intellectual property rights of others, it may be subject to liability for its infringement activities or may be prohibited from using such intellectual property, and it may incur licensing fees or be forced to develop alternatives of its own. In addition, we may incur significant expenses, and may be forced to divert management’s time and other resources from its business and operations to defend against these third-party infringement claims, regardless of their merits. Successful infringement or licensing claims made against us may result in significant monetary liabilities and may materially disrupt its business and operations by restricting or prohibiting its use of the intellectual property in question, which may materially and adversely affect its business, financial ~~condition, and results of operations.~~products;

~~Additionally,~~● ~~registering,~~inability ~~managing, and enforcing intellectual property rights in the PRC is often difficult. Statutory laws and regulations may not be applied consistently due~~ to ~~the lack~~raise ofcapital; ~~clear interpretation guidance.~~and

We● ~~have~~inability ~~registered for certain trademarks in Hong Kong, China, and Taiwan. However, third parties may file applications~~ to ~~register~~execute ~~the~~on ~~same or similar trademarks. In addition, third parties may object~~ its registrations, and the relevant trademark authority may not rule in our favor in such disputes. If our trademarks are revoked or otherwise canceled, we may be prohibited from using those trademarks in its business ~~operations~~strategy, ~~and~~including ~~we may need to change certain of~~ its ~~products~~growth ~~logos, which may have an adverse effect on its business and operations~~plans.

WeAs applicable ~~are~~licensing ~~party~~requirements and laws evolve, it may be more difficult for our management to aidentify ~~number~~these ofdevelopments ~~related~~comprehensively, to ~~party~~interpret changes accurately, and to train our employees effectively with respect to these laws and regulations. These difficulties ~~transactions~~potentially increase our exposure to the risks of noncompliance with these licensing requirements, laws, and regulations, which ~~may~~could be ~~result~~detrimental into ~~interdependence~~its orbusiness. ~~potential~~In ~~conflicts~~addition, ofa ~~interest~~failure to adequately vet and supervise our clients, service providers and vendors, to the extent they are covered by such licensing requirements, laws, and regulations, may also have these negative results.

InTo resolve ~~the~~issues ~~ordinary~~raised ~~course~~in ofexaminations ~~their~~or ~~business,~~other ~~our subsidiaries~~governmental ~~enter~~actions, ~~into~~we ~~transactions~~or ~~with~~certain ~~related~~of ~~parties.~~our ~~Related~~subsidiaries ~~parties~~ may be ~~individuals~~required ~~(being~~to ~~members~~take ofvarious corrective ~~key~~actions, ~~management~~including ~~personnel and/or~~changing ~~their~~certain ~~close~~business ~~family~~practices, ~~members)~~making refunds or taking other ~~entities~~actions ~~and~~that ~~include~~could ~~entities~~be ~~which~~financially ~~are~~or competitively ~~under~~detrimental ~~the~~to ~~significant~~it. ~~influence~~Our ofmanagement ~~related~~expects ~~parties of~~to ~~the~~continue ~~Group~~to ~~and~~incur ~~the~~costs ~~Legacy~~to ~~Group~~comply with governmental regulations. ~~Such~~In ~~interdependence~~addition, certain ~~may~~legislative ~~mean~~actions ~~that~~and ~~any~~judicial ~~material~~decisions ~~adverse~~can ~~changes~~give inrise to the ~~operations~~initiation orof ~~financial~~lawsuits ~~condition of~~against ~~related~~us ~~parties~~for ~~could~~activities ~~adversely~~that ~~affect~~it ~~our~~has conducted ~~results~~in ofthe ~~operations~~past. We ~~expect~~have ~~that~~been, and its management expects it ~~will~~to continue to ~~enter~~be, ~~into~~subject ~~transactions~~to ~~with~~regulatory enforcement actions and private ~~related~~causes ~~parties~~of action from time to time with respect to its compliance with applicable laws and regulations.

While we employ strong corporate governance provisions and related party transaction policies that require such transaction to be conducted on an arm’s length basis, there can be no assurance that relevant government regulators will make the same conclusion with respect to such transactions. Further, there can be no assurance that such related party transactions, if questioned, will not have an adverse effect on our business or results of operations.32

WeAlthough we ~~operate~~have insystems aand ~~variety~~procedures ofdirected ~~heavily~~to ~~regulated~~comply with these legal and regulatory requirements, there can be no assurance that more restrictive ~~industries~~laws and regulations will not be adopted in ~~Hong Kong~~the ~~and~~future, ~~globally~~or that governmental bodies or courts will not interpret existing laws or regulations in a more restrictive manner, which ~~expose~~could render its current business ~~activities~~practices tonon-compliant ~~risks~~or ofwhich ~~noncompliance~~could ~~with~~make ancompliance ~~increasing~~more ~~body~~difficult or expensive. Any of ~~complex~~ these, or other, changes in laws ~~and~~or regulations could have a detrimental effect on us and its results of operations.

~~Due to the heavily regulated nature of the industries~~We inare ~~which~~subject weto ~~operate,~~evolving ~~primarily~~regulatory ~~the insurance~~requirements, ~~Mandatory Provident Fund (MPF), asset management~~ and ~~money~~failure ~~lending industries, we are required~~ to comply with athese ~~wide array of Hong Kong laws and~~ regulations ~~that~~or ~~regulate,~~to ~~among~~adapt ~~other~~to ~~things,~~regulatory ~~the~~changes ~~manner in which they conduct~~could ~~their~~materially ~~businesses, which of our operating entities can provide certain services,~~ and ~~the~~adversely ~~fees~~affect ~~that~~its ~~they may charge. Governmental authorities and various Hong Kong agencies~~operations, ~~including~~business, ~~among others, the Insurance Authority, the Mandatory Provident Fund Authority, the Securities~~ and ~~Futures Commission, and the Inland Revenue Department, have broad oversight and supervisory authority over us~~prospects.

~~Because~~ Many of ~~the~~our ~~financial~~aspects, ~~services~~including ~~that~~brokerage ~~we offer~~ and ~~deliver,~~technology weservices ~~engage~~to inindividual ~~the~~investors, ~~relevant~~banks, ~~service~~and ~~must~~insurance becompanies, ~~licensed~~insurance inloss ~~Hong Kong as well as all relevant jurisdictions that require~~adjustment ~~licensure~~services, ~~and~~online ~~must~~publication ~~comply~~services ~~with~~relating ~~each~~to ~~such~~financial ~~jurisdiction’s~~product ~~respective laws and regulations~~information, asfacilitating ~~well~~consumer aslending ~~with~~products ~~judicial~~for ~~and~~banks ~~administrative~~and ~~decisions~~online ~~applicable~~small toloan ~~it. Presently~~companies, inmanaging ~~Hong Kong,~~and wedistributing ~~maintain~~various ~~Insurance~~asset ~~Broker~~management ~~Licenses~~products, ~~HKSFC~~and ~~Licenses,~~electronic ~~and~~certification ~~Money~~services ~~Lenders~~are ~~Licenses,~~subject into ~~addition~~supervision toand ~~their~~regulation ~~business~~by ~~registrations~~various ~~with~~governmental ~~the~~authorities in Hong Kong ~~Companies~~or ~~Registry.~~in Inother ~~addition,~~jurisdictions ~~these~~where ~~companies~~we ~~are~~operate. ~~currently~~As ~~subject~~we continue to aexpand ~~variety~~its ~~of,~~solutions and ~~may~~product inofferings, the ~~future~~group ~~become~~may be subject to ~~additional,~~new ~~laws that are continuously evolving~~ and ~~developing,~~more ~~including~~complex ~~laws on~~regulatory ~~advertising as well as privacy laws~~requirements.

30We are also required to comply with applicable laws and regulations in relevant jurisdictions to protect the privacy and security of its customers’ information. Legal and regulatory restrictions may delay, or possibly prevent, some of our solutions or services from being offered, which may have a material adverse effect on its business, financial condition, and results of operations. Violation of laws and regulations may also result in severe penalties, confiscation of illegal income, revocation of licenses and, under certain circumstances, criminal prosecution.

~~These~~For example, ~~licensing~~the ~~requirements~~regulatory framework governing financial technology services is unclear and ~~other~~evolving. New laws or regulations may be promulgated, ~~directly~~which ~~impact~~could impose new requirements or prohibitions that render our ~~business~~current ~~and~~operations ~~require~~or ~~ongoing~~technologies ~~compliance,~~non-compliant. ~~monitoring~~In addition, due to uncertainties and ~~internal~~complexities of the regulatory environment, it cannot be assured that regulators will interpret laws and ~~external~~regulations the ~~audits~~same way as ~~they~~we ~~continue~~do, toor ~~evolve and~~that ~~may~~we ~~result~~will inalways ~~ever-increasing public~~be ~~scrutiny~~in ~~and~~full ~~escalating~~compliance ~~levels~~with ofapplicable ~~enforcement~~laws and ~~sanctions~~regulations. ~~Subsequent~~To ~~changes~~remedy toany ~~data~~violations, we ~~protection~~may ~~and~~be ~~privacy~~required ~~laws,~~to ~~for~~modify ~~instance~~its business models, ~~could~~solutions, ~~impact~~and ~~how~~technologies wein ~~process~~ways ~~personal~~that ~~information,~~render ~~and~~its ~~therefore~~solutions ~~limit~~less ~~the~~appealing ~~effectiveness~~to ofpotential ~~its~~customers. ~~products~~We may also become subject to fines or ~~services~~other penalties, or, ~~its~~if ~~ability~~we determine that the requirements to operate orin ~~expand~~compliance are ~~its~~overly ~~business~~burdensome, ~~including~~it ~~limiting~~may ~~strategic~~elect ~~partnerships~~to ~~that~~terminate ~~may~~potentially ~~involve~~non-compliant operations. In each such case, our business, financial condition ~~the~~and ~~sharing~~results of ~~personal~~operations ~~information~~may be materially and adversely affected.

~~Both~~We may ~~the~~be ~~scope~~adversely ofaffected ~~the~~by ~~laws and regulations and~~ the ~~intensity~~complexity, ~~of the supervision to which we are subject have increased over time~~uncertainties, ~~in response to financial crises as well as other factors such as technological~~ and ~~market~~ changes. ~~Regulatory~~in ~~enforcement~~regulation ~~and~~of ~~fines~~internet-related ~~have~~businesses ~~also~~and ~~increased~~companies, ~~across the financial services sector in~~and ~~Hong Kong~~any ~~and~~lack ~~the~~of ~~other~~requisite ~~markets~~approvals, ~~where~~licenses, weor ~~operate.~~permits ~~Our~~applicable ~~management expects that its business will remain subject~~ to ~~extensive regulation and supervision. These regulatory changes could result in an increase in~~ our ~~regulatory~~business ~~compliance~~may ~~burden~~have ~~and~~a ~~associated~~material ~~costs~~adverse ~~and~~effect ~~place restrictions~~ on its ~~operations.~~business ~~Our failure to comply with applicable licensing requirements~~ and ~~relevant laws and regulations could~~ ~~lead~~results ~~to,~~of ~~among other things:~~operations.

●The Hong Kong ~~loss~~government extensively regulates the internet industry, including foreign ownership of, ~~its~~and ~~licenses~~the licensing and ~~approvals~~permit requirements pertaining to, ~~engage~~companies in ~~its~~the ~~businesses;~~industry. These internet-related laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations.

●The interpretation ~~damage~~and application of existing Hong Kong laws, regulations and policies, and possible new laws, regulations, or policies, including those relating to ~~its~~the ~~reputation~~internet industry, have created substantial uncertainties regarding the legality of existing and future foreign investments in, and our businesses and activities. There can be no assurance that we have obtained all the ~~industry;~~permits or licenses required for conducting its business or that it will be able to maintain or update its existing licenses or obtain new ones. If a government authority considers that we were operating without the proper approvals, licenses, or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of its business, it may levy fines, confiscate our income, revoke its business licenses, and/or require us to discontinue its relevant business or impose restrictions on the affected portion of its business. Any of these actions may have a material adverse effect on our business and results of operations.

~~● governmental investigations and enforcement actions;~~33

●Uncertainties in ~~administrative~~the ~~fines~~interpretation and ~~penalties~~enforcement of Hong Kong laws and ~~litigation;~~regulations could limit the legal protections available to us and our investors.

●Hong Kong laws ~~civil~~and regulations concerning the internet-related and ~~criminal~~financial ~~liability~~services industries are developing and evolving. Although we have taken measures to comply with the laws and regulations applicable to its business operations and to avoid conducting any non-compliant activities under these laws and regulations, ~~including~~governmental ~~class~~authorities ~~action~~may ~~lawsuits;~~promulgate new laws and regulations regulating the internet-related and financial services industries. There can be no assurance that our operations would not be deemed to violate any such new laws or regulations. Moreover, developments in the internet-related industries and financial services industry may lead to changes in existing laws, regulations, and policies in Hong Kong, or in the interpretation and application of existing laws, regulations, and policies, which in turn may limit or restrict us and could materially and adversely affect its business and operations.

●Risks Factors ~~increased~~Relating ~~costs~~to the Business and Operations of ~~doing~~Triller ~~business;~~Corp.

●Triller has ~~diminished~~a ~~ability~~limited operating history and has experienced fluctuations in its results of operations due to ~~sell~~the ~~financial~~nature ~~products;~~of its business and a number of factors, which makes it difficult to forecast its revenue and evaluate its business and future prospects.

●Triller’s ability ~~inability~~to forecast its future results of operations and plan for and model future growth is limited. Triller has a limited operating history which makes it difficult to ~~raise~~predict ~~capital;~~its results of operations. In addition, Triller’s results of operations may fluctuate from quarter to quarter as a result of the nature of its business and a number of factors, many of which are outside of Triller’s control and may be difficult to predict. For example, Triller hosts Events under its Bareknuckle Fighting Championships (“BKFC”) offerings which may lead to outsized revenue for one quarter compared to other quarters. Some additional factors that affect our results include, but are not limited to:

● ~~inability~~the tolevel ~~execute~~of ondemand ~~its~~for ~~business~~Triller’s ~~strategy,~~Technology ~~including~~Platform ~~its~~and ~~growth plans.~~Events;

As● applicable licensing requirements and laws evolve, it may be more difficult for our management to identify these developments comprehensively, to interpret changes accurately, and to train our employees effectively with respect to these laws and regulations. These difficulties potentially increase our exposure to the risks of noncompliance with these licensing requirements, laws, and regulations, which could be detrimental to its ~~business.~~ability ~~In addition, a failure~~ to ~~adequately~~retain ~~vet~~existing ~~and~~or ~~supervise~~add ~~our~~new ~~clients,~~Creators ~~service providers~~ and ~~vendors, to the extent they are covered by such licensing requirements, laws, and regulations, may also have these negative results.~~Brands;

To● ~~resolve~~its ~~issues~~ability ~~raised in examinations or other governmental actions, we or certain of our subsidiaries may be required~~ to ~~take~~successfully ~~various~~integrate ~~corrective~~companies actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to it. Our management expects to continue to incur costs to comply with governmental regulations. In addition, certain legislative actions and ~~judicial~~assets ~~decisions can give rise to the initiation of lawsuits against us for activities that~~ it has ~~conducted~~acquired and in the ~~past.~~future Wemay ~~have~~acquire ~~been,~~into ~~and~~ its ~~management expects it to continue to be, subject to regulatory enforcement actions and private causes of action from time to time with respect to its compliance with applicable laws and regulations.~~business;

~~Although~~● wethe ~~have~~timing ~~systems~~ and ~~procedures~~success ~~directed to~~of ~~comply~~new ~~with~~features, ~~these legal and regulatory requirements~~integrations, ~~there~~capabilities ~~can be no assurance that more restrictive laws~~ and ~~regulations~~enhancements ~~will~~by ~~not be~~Triller ~~adopted~~to ~~in the future, or that governmental bodies or courts will not interpret existing laws or regulations in a more restrictive manner, which could render~~ its ~~current~~products ~~business practices non-compliant~~ or ~~which~~by ~~could make compliance more difficult or expensive. Any of these, or other, changes in laws or regulations could have a detrimental effect on us and~~ its ~~results~~competitors ofto ~~operations.~~their products;

31● changes in the competitive landscape of Triller’s market;

We● ~~are~~Triller’s ~~subject~~ability to ~~evolving~~achieve ~~regulatory~~widespread ~~requirements, and~~acceptance ~~failure to comply with these regulations or to adapt to regulatory changes could materially~~ and ~~adversely~~use ~~affect~~of its ~~operations, business,~~Technology ~~and prospects.~~Platform;

~~Many~~● oferrors ~~our~~in ~~aspects,~~Triller’s ~~including~~forecasting ~~brokerage~~of ~~and technology~~the ~~services~~demand tofor ~~individual~~its ~~investors,~~Triller ~~banks~~app, ~~and~~Technology ~~insurance~~Platform ~~companies,~~offerings ~~insurance~~and ~~loss adjustment services~~Events, ~~online~~which ~~publication~~could ~~services relating~~lead to ~~financial~~lower ~~product information~~revenue, ~~facilitating~~increased ~~consumer~~costs lending products for banks and online small loan companies, managing and distributing various asset management products, and electronic certification services are subject to supervision and regulation by various governmental authorities in Hong Kong or ~~in other jurisdictions where we operate. As we continue to expand its solutions and product offerings, the group may be subject to new and more complex regulatory requirements.~~both;

We● ~~are also required to comply with applicable laws and regulations in relevant jurisdictions to protect~~ the ~~privacy~~amount and ~~security~~timing of ~~its~~operating ~~customers’~~expenses ~~information. Legal~~ and ~~regulatory restrictions~~capital ~~may delay~~expenditures, oras ~~possibly~~well ~~prevent,~~as ~~some~~entry ofinto ~~our~~operating ~~solutions or services from being offered~~leases, ~~which~~that Triller may ~~have~~incur ato ~~material~~maintain ~~adverse effect~~and onexpand its business, ~~financial condition,~~ and ~~results of~~ operations. ~~Violation of laws~~ and ~~regulations~~to ~~may~~remain ~~also result in severe penalties, confiscation of illegal income, revocation of licenses and, under certain circumstances, criminal prosecution.~~competitive;

~~For~~● ~~example,~~ the ~~regulatory~~timing framework governing financial technology services is unclear and evolving. New laws or regulations may be promulgated, which could impose new requirements or prohibitions that render our current operations or technologies non-compliant. In addition, due to uncertainties and complexities of ~~the~~expenses ~~regulatory environment, it cannot be assured that regulators will interpret laws~~ and ~~regulations~~recognition the same way as we do, or that we will always be in full compliance with applicable laws and regulations. To remedy any violations, we may be required to modify its business models, solutions, and technologies in ways that render its solutions less appealing to potential customers. We may also become subject to fines or other penalties, or, if we determine that the requirements to operate in compliance are overly burdensome, it may elect to terminate potentially non-compliant operations. In each such case, our business, financial condition and results of ~~operations may be materially and adversely affected.~~revenue;

We● ~~may~~security ~~be adversely affected by the complexity~~breaches, ~~uncertainties,~~ ~~and~~technical ~~changes~~difficulties ~~in regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses,~~ or ~~permits~~interruptions ~~applicable~~ to ~~our~~its ~~business~~Technology ~~may~~Platform ~~have~~resulting ain ~~material~~service ~~adverse~~level ~~effect~~agreement ~~on its business and results of operations.~~credits;

~~The~~● ~~Hong Kong~~adverse ~~government~~litigation ~~extensively regulates the internet industry~~judgments, ~~including~~other ~~foreign ownership of, and the licensing and permit requirements pertaining to, companies in the industry. These internet~~dispute-related ~~laws~~ ~~and~~settlement ~~regulations~~payments ~~are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances it may be difficult to determine what actions~~ or ~~omissions~~other ~~may~~litigation-related ~~be deemed to be in violation of applicable laws and regulations.~~costs;

~~The~~● ~~interpretation~~regulatory and application of existing Hong Kong laws, regulations and policies, and possible new laws, regulations, or policies, including those relating to the internet industry, have created substantial uncertainties regarding the legality of existing and future foreign investments in, and our businesses and activities. There can be no assurance that we have obtained all the permits or licenses required for conducting its business or that it will be able to maintain or update its existing licenses or obtain new ones. If a government authority considers that we were operating without the proper approvals, licenses, or permits or promulgates new laws and regulations that require additional approvals or licenses or imposes additional restrictions on the operation of any part of its business, it may levy fines, confiscate our income, revoke its business licenses, and/or require us to discontinue its relevant business or impose restrictions on the affected portion of its business. Any of these actions may have a material adverse effect on our business and results of operations.;

~~Uncertainties~~● changes in, ~~the interpretation~~ and ~~enforcement~~ ofcontinuing ~~Hong Kong~~uncertainty ~~laws~~in ~~and~~relation ~~regulations~~to, ~~could limit~~ the ~~legal~~legislative ~~protections~~or ~~available~~regulatory ~~to us and our investors.~~environment;

~~Hong Kong~~● ~~laws~~legal and ~~regulations~~regulatory ~~concerning the~~compliance ~~internet-related and~~costs ~~financial~~in services industries are developing and evolving. Although we have taken measures to comply with the laws and regulations applicable to its business operations and to avoid conducting any non-compliant activities under these laws and regulations, governmental authorities may promulgate new ~~laws~~ and regulations regulating the internet-related and financial services industries. There can be no assurance that our operations would not be deemed to violate any such new laws or regulations. Moreover, developments in the internet-related industries and financial services industry may lead to changes in existing laws, regulations, and policies in Hong Kong, or in the interpretation and application of existing laws, regulations, and policies, which in turn may limit or restrict us and could materially and adversely affect its business and operations.markets;

3234

~~Fluctuations~~● inthe ~~exchange~~number ~~rates~~of ~~could~~new ~~have a~~employees ~~material~~added ~~adverse effect on our results of operations~~ and ~~the~~employee ~~price of the Company’s shares.~~turnover;

~~The~~● ~~value of~~ the ~~Hong Kong~~timing dollar against the U.S. Dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in Hong Kong and China and by Hong Kong and China’s foreign exchange policies. Presently, the value of the ~~Hong Kong dollar~~grant isor ~~pegged~~vesting to the U.S. Dollar. However, on July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. Dollar, and the Renminbi appreciated more than 20% against the U.S. Dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. Dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. Dollar, at times significantly and unpredictably. On November 30, 2015, the Executive Board of the International Monetary Fund (IMF) completed the regular five-year review of the basket of currencies that make up its Special Drawing Rights, or ~~the~~settlement SDR, and decided that with effect from October 1, 2016, the Renminbi is considered to be a freely usable currency and will be included in the SDR basket as a fifth currency, along with the U.S. Dollar, the Euro, the Japanese yen and the British pound. With the development of ~~the~~equity ~~foreign exchange~~awards ~~market and progress towards interest rate liberalization and Renminbi internationalization, the PRC government may announce further changes~~ to ~~its exchange rate system. Given the political uncertainty surrounding Hong Kong~~employees, ~~there~~directors ~~can be no assurance that the Hong Kong dollar will remain pegged to the U.S. Dollar and that it will not appreciate~~ or depreciate significantly in value against the U.S. Dollar in the future. It is difficult to predict how market forces or Hong Kong, PRC, or U.S. government policies may affect the exchange rate between the Hong Kong dollar and the U.S. Dollar in the future.consultants;

~~Substantially~~● ~~all of our revenue and costs are denominated in Hong Kong dollars. Any significant revaluation of~~ the ~~Hong Kong~~timing dollar may have a material and adverse effect on an investment in the Company. For example, to the extent that the Company needed to convert U.S. Dollars received from the Business Combination or other capital markets transactions or borrowings outside Hong Kong into Hong Kong dollars for operations, appreciation of the ~~Hong Kong dollar against the U.S. Dollar would have an adverse effect on the amount the Company would receive from the~~ conversion. ~~Conversely, if the Company decided to convert its Hong Kong dollars into U.S. Dollars for the purpose~~ of ~~making payments~~Triller’s ~~for~~outstanding ~~dividends~~convertible onsecurities ~~its ordinary shares~~ or ~~for~~when ~~other~~our ~~business~~outstanding ~~purposes,~~debt ~~appreciation~~may ofbecome ~~the~~due ~~U.S. Dollar~~or ~~against the Hong Kong dollar would have a negative effect on the U.S. Dollar amount available to the company.~~payable;

We● ~~face~~the ~~risks~~availability ~~related~~of tocontent ~~natural~~for ~~disasters, health~~licensing ~~epidemics,~~for ~~civil~~use ~~and~~by ~~social~~Creators ~~disruption~~on ~~and other outbreaks, which could significantly disrupt~~ its ~~operations.~~Technology Platform;

We● ~~are~~pricing ~~vulnerable~~pressure to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power losses, telecommunications failures, break-ins, wars, riots, terrorist attacks, strikes, civil or social disruption (including protests in Hong Kong in June 2019) or similar events may give rise to server or service interruptions, breakdowns, system failures, technology platform failures, employee issues, or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware, as ~~well~~a asresult ~~adversely affect our ability to maintain its financial platform and provide its solutions to customers. Our business could also be adversely affected by the effects~~ of ~~COVID-19, Ebola~~competition ~~virus disease, Zika virus disease, various forms of influenza, Severe Acute Respiratory Syndrome~~ or ~~SARS, or other epidemics.~~otherwise;

~~Our~~● ~~business,~~costs ~~results of operations, financial conditions,~~ and ~~prospects~~timing ~~could~~of ~~also~~expenses berelated ~~adversely affected~~ to the ~~extent~~acquisition ~~that~~of ~~any natural disasters~~businesses, ~~health epidemics~~talent, ~~civil~~technologies ~~and~~or ~~social disruption~~intellectual ~~and~~property, ~~other~~including ~~outbreaks~~potentially ~~harm~~significant ~~the~~amortization ~~Hong Kong,~~costs ~~Chinese,~~and orpossible ~~global~~write-downs; ~~economy in general.~~and

~~Russia’s~~● ~~invasion~~general ofeconomic ~~Ukraine~~conditions ~~may present~~in ~~risks~~either todomestic ~~our~~or ~~operations~~international markets, including geopolitical uncertainty and ~~investments~~instability.

~~Russia’s recent military interventions~~Any inone ~~Ukraine~~or ~~have~~more ~~led~~of ~~to,~~the ~~and~~factors above may ~~lead~~result ~~to,~~in ~~additional~~significant ~~sanctions~~fluctuations ~~being~~in ~~levied~~Triller’s byquarterly ~~the~~results ~~United States,~~of ~~European~~operations. ~~Union~~You ~~and other countries~~should ~~against~~not ~~Russia.~~rely ~~Russia~~on Triller’s ~~military~~past ~~incursion~~results ~~and~~as ~~the~~an ~~resulting~~indicator ~~sanctions could adversely affect global energy and financial markets and thus could affect the value~~ of our ~~investments,~~future ~~even though we do not have any direct exposure to Russia or the adjoining geographic regions~~performance. The ~~extent~~variability and ~~duration~~unpredictability of ~~the~~Triller’s quarterly ~~military~~results ~~action,~~of ~~sanctions,~~operations ~~and~~or ~~resulting~~other ~~market~~operating ~~disruptions~~metrics ~~are impossible to predict, but~~ could be ~~substantial.~~result ~~Any~~in ~~such~~its ~~disruptions~~failure ~~caused~~to bymeet ~~Russian~~its ~~military~~expectations ~~action~~ or ~~resulting~~those ~~sanctions may magnify the impact~~ of ~~other risks described~~analysts inthat ~~this~~cover ~~section.~~it ~~We cannot predict the progress~~ or ~~outcome~~investors ofwith ~~the~~respect ~~situation~~to inrevenue ~~Ukraine,~~or asother ~~the~~key ~~conflict~~metrics ~~and~~for ~~governmental~~a ~~reactions~~particular ~~are rapidly developing and beyond their control~~period. ~~Prolonged~~If ~~unrest,~~Triller ~~intensified~~fails ~~military~~to ~~activities,~~meet or ~~more~~exceed ~~extensive sanctions impacting~~such ~~the~~expectations ~~region~~for ~~could~~these ~~have~~or aany ~~material~~other ~~adverse effect on the global economy~~reasons, ~~and~~Triller ~~such effect~~ could inface ~~turn~~costly ~~have a material adverse effect on our operations~~lawsuits, ~~results~~including ofsecurities ~~operations,~~class ~~financial~~action ~~condition, liquidity and business outlook~~suits.

33In addition, there has been historically a high failure rate among early-stage companies. Early-stage companies face a number of risks, including, among others, the ability to effectively implement a growth strategy, counter and respond to actions by competitors, maintain adequate control of expenses and achieve market acceptance. Triller’s future performance will depend upon a number of factors, including its ability to successfully implement, launch, and achieve market acceptance of its Technology Platform and offerings to anticipate and manage the risks associated therewith. Triller has encountered and expects to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein. We cannot assure you that we will successfully address any of these factors, and our failure to do so could have a material adverse effect on our business, financial condition, results of operations and future prospects.

~~Risks~~Triller has ~~Related~~an tounproven ~~Our~~and ~~Shares~~evolving business model and the Company cannot provide any assurance that Triller will generate significant revenues or operating profit.

~~Our~~Triller’s current ~~share~~business ~~price~~model ~~has~~is ~~been~~unproven and evolving and the scale and profit potential, if any, is unknown at this time. Management has spent significant time developing and ~~could~~refining ~~continue~~its business model in an effort to increase revenue and gain market share. To date Triller’s efforts to becreate a profitable business model have not succeeded and there is no guarantee that it will achieve scale or profitability. Triller is subject to all of the risks inherent in the creation of a new business. Its ability to achieve scale and profitability is dependent, ~~volatile~~among other things, its ability to retain or add new users, Creators and Brands to our Technology Platform, its ability to gain acceptance of our Technology Platform and on Triller’s ability to successfully integrate companies it has acquired and in the future may acquire into its business.

~~There~~ Triller has ~~been~~various ~~significant~~financial ~~volatility~~obligations ~~in the market price and trading volume of equity securities,~~ which ~~may~~have become ~~unrelated~~due toin the ~~financial~~past ~~performance~~six ofmonths ~~the companies issuing the securities. These broad market fluctuations could negatively affect the market price of our stock. The market price~~ and ~~volume~~are ofcoming ~~our ordinary~~due ~~shares~~over ~~could fluctuate, and in~~ the ~~past~~next ~~has~~twelve ~~fluctuated, more dramatically than the stock market in general. During the 12~~ months ~~ended~~ ~~December~~and ~~31,~~it ~~2023, the market price of our ordinary shares has ranged from a high of $5.25 per share to a low of $0.37 per share. Shareholders~~ may not be able to ~~resell~~meet ~~their~~its ~~shares~~cash atobligations oras ~~above~~those ~~the~~amounts ~~price~~come ~~they paid for them~~ due ~~to fluctuations in the market price of our stock caused by changes in our operating performance or prospects or other factors~~. ~~Some factors, in addition to the other risk factors identified above, that could have a significant effect on our stock market price include, but are not limited to, the following:~~

●Triller has ~~actual~~various orfinancial ~~anticipated~~obligations ~~fluctuations~~which have come due in ~~our~~the ~~operating~~past ~~results~~six months and are coming due over the next twelve months. Triller may not have sufficient cash on hand to satisfy these obligations or ~~future~~may ~~prospects;~~be unable to meet its cash obligations as they become due, which would materially harm Triller’s financial condition and liquidity as well as its reputation.

~~● our announcements or our competitors’ announcements of new services;~~35

●The loss ~~the~~of ~~public’s~~a ~~reaction~~large tocustomer ~~our~~could ~~press~~have ~~releases,~~an ~~our~~adverse ~~other~~effect ~~public~~on ~~announcements~~Triller’s ~~and our filings with the SEC;~~business.

●As of ~~strategic~~December 31, ~~actions~~2024, byTriller ushad one customer that comprised approximately 20% of consolidated accounts receivable. As of December 31, 2023, Triller had one customer that comprised over 27% of consolidated accounts receivable. During the years ended December 31, 2024 and 2023, Triller had a single customer, All Elite Wrestling, a customer of TrillerTV, which accounted for approximately 24% and 19% of Triller’s consolidated revenue, respectively. Pursuant to Triller’s distribution agreement with All Elite Wrestling (“AEW”), TrillerTV holds a non-exclusive, non-transferable right to distribute certain audiovisual programs that are owned or ~~our~~controlled ~~competitors~~by AEW on TrillerTV’s distribution platform within the US and UK. In consideration for such rights and pursuant to Triller’s distribution agreement, TrillerTV pays AEW a fixed percentage of all net revenues generated through the distribution of such media (which usually occur through pay-per-view sales). In addition, the distribution agreement grants TrillerTV the right to distribute and sell certain of AEW’s branded wrestling programs as ~~acquisitions~~a ormonthly ~~restructurings;~~subscription service via Triller’s distribution platforms outside of the United States, United Kingdom and other territories in return for a fixed percentage of all revenue collected by TrillerTV in connection therewith. The distribution agreement automatically renews for successive one year periods and may be terminated by either party upon the delivery of 30 days’ notice.

●Triller manages ~~new~~its ~~laws~~exposure orto ~~regulations~~credit orrisk ~~new~~by ~~interpretations~~performing ongoing evaluation of ~~existing~~its ~~laws~~customers’ orcredit ~~regulations~~worthiness ~~applicable~~and the amount of credit extended to ~~our~~them. Customers of this size may divert management’s attention from other operational matters and pull resources from other areas of the business;, resulting in potential loss of revenue from other customers. The loss of, or significant curtailment of purchases by, any one or more of Triller’s larger customers could have a material adverse effect on its operating results.

●Non-compliance with ~~changes~~the inobjective ~~accounting~~and ~~standards,~~subjective ~~policies,~~criteria ~~guidance,~~for ~~interpretations,~~the orPaycheck ~~principles;~~Protection Program (“PPP”) loan could have a material adverse effect on Triller’s business.

●On April 10, ~~changes~~2020, Triller Inc. received a PPP Loan from First Choice Bank, in ~~our~~the ~~growth~~aggregate ~~rates~~amount of $1,556,000, pursuant to the PPP under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The PPP Loan, which was in the form of a note dated April 10, 2020 issued by First Choice Bank, which matured on April 13, 2022, and bore interest at a rate of 1% per annum, payable monthly commencing on the fifth calendar day of the seventh month following the date of first disbursement. The PPP Loan permitted prepayment by Triller at any time prior to maturity with no prepayment penalties. Funds from the PPP Loan could only be used for payroll costs, any payment of interest on a covered mortgage obligation, any payment on a covered rent obligation, or ~~our~~any ~~competitors~~covered utility incurred during the 8-week period beginning on the date of first disbursement of this loan. Triller used the entire PPP Loan amount for what it considered to be qualifying expenses, under the current guidance as promulgated by the U.S. Small Business Administration (the “SBA”). Under the terms of the PPP, certain amounts of the PPP Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. The PPP Loan was forgiven by the First Choice Bank on July 28, 2021. In January 2025, the SBA made a final loan review decision. After review of the documentation provided, the SBA has recalculated Triller Inc.’s ~~growth~~maximum ~~rates;~~eligible PPP loan amount and limited forgiveness to the eligible amount to $407,251.77.

●In order ~~developments~~to ~~regarding~~apply ~~our~~for ~~patents~~the PPP Loan, Triller were required to certify, among other things, that the current economic uncertainty made the PPP Loan request necessary to support Triller’s ongoing operations. If the SBA determines that Triller were ineligible to receive the PPP Loan or ~~proprietary~~determines ~~rights~~that Triller did not comply with requirements after receiving the PPP Loan, Triller may be required to repay the PPP Loan in its entirety and/or ~~those~~be subject to additional penalties and adverse publicity, which could have a material adverse effect on Triller’s business, results of ~~our~~operations, ~~competitors;~~and financial condition.

●If the ~~our~~Company’s ~~inability~~goodwill or intangible assets become impaired, the Company may be required to ~~raise~~record an additional ~~capital~~significant ascharge to ~~needed;~~earnings.

●A significant ~~concerns~~decline in the Company’s expected future cash flows, a significant adverse change in the business climate, slower economic growth or ~~allegations~~a assignificant and sustained decline in the value of Triller’s common stock, any or all of which could be materially impacted by many of the risk factors discussed herein, may necessitate Triller’s taking charges in the future related to the ~~safety~~impairment of its goodwill. Future regulatory actions could also have a material impact on assessments of goodwill for impairment. If Triller were to conclude that a future write-down of its goodwill is necessary, Triller would record the appropriate charge, which could have a material adverse effect on its results of operations. Triller reviews its goodwill for impairment annually and at any time upon the occurrence of certain events or ~~efficacy~~substantive changes in circumstances that indicate the carrying amount of ~~our~~goodwill ~~products;~~may not be recoverable. If such goodwill or intangible assets are deemed to be impaired, an impairment loss equal to the amount by which the carrying amount exceeds the fair value of the assets would be recognized. Any impacts to Triller’s business, including macroeconomic conditions such as rising interest rates and fluctuations in markets, could result in impairments and significant charges to earnings.

~~● changes in financial markets or general economic conditions;~~36

●Triller is ~~sales~~not ofin ~~shares~~compliance bywith usthe orpayment ~~members~~obligations of ~~our~~a ~~management~~significant ~~team,~~number ~~our~~of its significant ~~shareholders,~~music orlicensing ~~certain~~agreements ~~institutional~~and ~~shareholders;~~agreements with other vendors and counterparties.

●Triller is ~~changes~~not in ~~stock~~compliance ~~market~~with ~~analyst~~the ~~recommendations~~payment obligations of a significant number of its contracts with certain of its counterparties, including with respect to its music licenses, as a result of its inability to make certain fee payments required pursuant to such agreements or its ~~earnings~~failure ~~estimates~~to ~~regarding~~make ~~our~~such ~~stock~~payments on time. In addition to being behind on payments to music licensing counterparties, Triller is overdue on payments to other ~~comparable~~parties ~~companies~~and orvendors, ~~our~~including ~~industry~~but ~~generally~~not limited to those providing Triller with engineering, marketing and legal services. These amounts currently exceed Triller’s cash balance and Triller currently has obligations, that could impact its ability to obtain financing in the future. If Triller is not able to obtain sufficient financing to satisfy these obligations it may be unable to pay its obligations when they come due. Triller also has payments due to certain of its landlords at its rented facilities. This may further affect Triller’s ability to remain solvent and pay its obligations when they come due, including under existing litigation settlement obligations and new adverse judgments.

~~Shareholders~~While Triller ~~could~~is ~~experience~~currently ~~substantial dilution~~working with its partners and counterparties and/or negotiating the terms of ~~their~~these ~~investment~~various asagreements, aif ~~result~~Triller is unsuccessful in renegotiating these agreements or receiving waivers of ~~future~~the ~~sales~~due date of ~~our~~payments ~~equity~~required thereunder, ~~subsequent~~its ~~exercises~~partners and ofvendors ~~our~~could ~~outstanding~~terminate ~~warrants~~these agreements and ~~options~~require Triller to make these fee payments in their entirety. Further, if Triller’s ormusic licensing partners terminate Triller’s agreements, it will also lose the right to include their content on Triller’s platform. Such counterparties have in the past and may in the future ~~grant~~look ofto ~~equity~~file bylitigation usagainst Triller seeking such overdue payment, which could have an adverse effect on Triller’s business, financial condition, and results of operations.

We may ~~choose~~in tothe ~~raise additional capital from time to time, even if we believe we have sufficient funds for our current or~~ future ~~operating~~be ~~plans.~~adversely Toaffected ~~the~~by ~~extent~~natural ~~that~~disasters, ~~we raise additional funds through~~ the ~~future~~physical ~~sale~~effects of ~~equity~~climate ~~or convertible securities~~change, ~~the~~and ~~issuance~~other ofcatastrophic events, and by man-made problems such ~~securities~~as geo-political conflicts ~~will~~and ~~result in dilution to our stockholders. The price per share at which we sell additional ordinary shares~~events, orincluding ~~securities~~acts ~~convertible~~of orwar ~~exchangeable~~and ~~into ordinary shares~~terrorism, ~~in future~~ ~~transactions~~that ~~may~~could bedisrupt ~~higher~~Triller’s orbusiness ~~lower~~operations ~~than~~and ~~the~~adversely ~~price~~affect ~~per~~Triller’s ~~ordinary~~financial ~~share~~condition ~~paid~~and byresults ~~investors~~of ~~in the offering~~operations. ~~Investors purchasing shares or other securities in the future could have rights superior to existing stockholders.~~

34We have been, and may in the future be, adversely affected by significant natural disasters, the physical effects of climate change, or other catastrophic events, such as the COVID-19 pandemic, earthquakes, blizzards, tsunamis, hurricanes, droughts, fires, or floods, or other catastrophic events, such as terrorism, the military conflict involving Russia and Ukraine and economic sanctions imposed on Russia, extended outages of critical utilities, power loss, telecommunications failure, or any critical resource shortages affecting us, Triller’s users or partners. In the event of a natural disaster or other catastrophic event, Triller and its third-party providers may be unable to continue operations, may endure system interruptions, any of which could result in reputational harm, delays in development or interruptions of Triller’s Technology Platform, breaches of data security, and loss of critical data, all of which could have an adverse effect on Triller’s business, financial condition, and results of operations.

In addition, ~~shareholders~~although ~~could~~Triller ~~experience~~is ~~substantial~~not directly impacted by the war between Russia and Ukraine, conflict in Ukraine has further disrupted ~~dilution~~trade, ofintensified ~~their~~problems ~~investment~~in asthe aglobal ~~result~~supply ofchain, ~~subsequent~~and ~~exercises~~contributed to inflationary pressures. Financial markets around the world experienced volatility following the recent invasion of ~~outstanding~~Ukraine ~~warrants~~by Russia. In response to the invasion, the United States, United Kingdom and EU, along with others, imposed significant new sanctions and export controls against Russia, Russian banks and certain Russian individuals and may implement additional sanctions or take further punitive actions in the ~~grant~~future. The full economic and social impact of the sanctions imposed on Russia (as well as possible future ~~equity-based~~punitive ~~awards.~~measures that may be implemented), as well as the counter measures imposed by AsRussia, ofin ~~December~~addition 31to the ongoing military conflict between Ukraine and Russia and related sanctions, ~~2023~~which could conceivably expand into the surrounding region, anremains ~~aggregate~~uncertain; ofhowever, 1both the conflict and related sanctions have resulted and could continue to result in disruptions to trade,~~309~~ commerce,~~728~~ ~~ordinary~~pricing ~~shares~~stability, ~~were~~credit ~~reserved~~availability, ~~for~~supply ~~issuance~~chain ~~under~~continuity ~~our~~and ~~equity~~reduced ~~incentive~~access ~~plans~~to liquidity in both Europe and globally, and 4has introduced significant uncertainty into global markets. In particular,~~825,000~~ the ongoing Russia-Ukraine ~~ordinary~~conflict ~~shares~~and ~~were~~related ~~subject~~sanctions has contributed to ~~warrants~~rapidly atrising ancosts ~~exercise~~of ~~$11~~living (driven largely by higher energy prices) in Europe and other advanced economies.50 ~~per~~Further, ~~share~~a weak or declining economy could strain Triller’s suppliers and manufacturers. ToAs a result, Triller’s business and results of operations may be adversely affected by the ongoing conflict between Ukraine and Russia and related sanctions, particularly to the extent ~~that~~it ~~outstanding~~escalates ~~warrants~~to ~~are~~involve ~~exercised~~additional countries, ~~our existing~~further ~~shareholders~~economic ~~could~~sanctions ~~experience~~or ~~dilution~~wider military conflict.

We rely on equity awards to motivate current employees and to attract new employees. The grant of future equity awards by us to our employees and other service providers could further dilute our shareholders’ interests in the Company.37

~~Because~~Generally, during wetimes of war and other major conflicts, Triller, the third parties on which Triller relies, and Triller’s partners may be vulnerable to a heightened risk of cyberattacks, including retaliatory cyberattacks, that could seriously disrupt Triller’s business. Triller has experienced an increase in attempted cyberattacks on its products, systems, and networks, which Triller believes are related to the conflict. Triller may also face retaliatory attacks by governments, entities, or individuals who do not ~~intend~~agree with its public expressions of support for Ukraine and its Ukrainian team members. Any such attack could cause disruption to ~~pay~~Triller’s ~~cash~~platform, systems, ~~dividends~~and networks, result in security breaches or data loss, damage Triller’s brand, or reduce demand for Triller’s services ~~our~~or ~~stockholders~~advertising ~~will~~products. ~~benefit~~In ~~from~~addition, anTriller ~~investment~~may inface ~~our~~significant ~~ordinary~~costs ~~shares~~(including ~~only~~legal ifand itlitigation ~~appreciates~~costs) to prevent, correct, or remediate any such breaches. Triller may also be forced to expend additional resources monitoring its platform for evidence of disinformation or misuse in ~~value~~connection with the ongoing conflict.

~~We intend to retain our future earnings~~Unfavorable macroeconomic conditions, ~~if any,~~ toincluding ~~finance~~those ~~the~~caused ~~expansion~~by ofinflation ~~our~~or ~~business~~reductions ~~and do not expect to pay any cash dividends~~ in ~~the~~customers’ ~~foreseeable future. As a result~~spending, ~~the~~could ~~success of~~limit anTriller’s ~~investment~~ability into ~~our~~grow ~~ordinary~~its ~~shares will depend entirely upon any future appreciation. There is no guarantee that our ordinary shares~~business ~~will~~and ~~appreciate~~negatively inaffect ~~value~~its orresults ~~even~~of ~~maintain the price at which our shareholders purchased their shares~~operations.

IfTriller’s business ~~securities~~is also impacted by macroeconomic factors. General business and economic conditions that could affect Triller’s business, financial condition or ~~industry~~results ~~analysts~~of dooperations ~~not~~include fluctuations in economic growth, debt and equity capital markets, liquidity of the ~~publish~~global ~~research~~financial markets, access to Triller’s liquidity within the U.S. banking system, the availability and cost of credit, investor and consumer confidence, and the strength of the economies in which Triller, its manufacturers and its suppliers operate. Triller’s products and services may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary items include general economic conditions and other factors, such as consumer confidence in future economic conditions, recessionary forces, rising and fluctuating interest rates, the availability and cost of consumer credit, levels of unemployment and tax rates. In recent years, the United States and other significant economic markets have experienced cyclical downturns and worldwide economic conditions remain uncertain. As global economic conditions continue to be volatile or ~~publish~~economic ~~inaccurate~~uncertainty remains, trends in consumer discretionary spending also remain unpredictable and subject to reductions and, therefore, Triller cannot be sure the extent to which Triller may be affected by recessionary conditions. Unfavorable economic conditions may lead consumers to delay or ~~unfavorable~~reduce ~~research~~purchases of ~~about~~Triller’s ~~our~~products and consumer demand for its products may not grow as Triller expects. Triller’s sensitivity to economic cycles and any related fluctuation in consumer demand for its products and services could materially adversely affect Triller’s business, ~~our~~financial ~~share~~condition, ~~price~~ and ~~trading~~results ~~volume~~of operations. In addition, political instability or adverse political developments could harm ~~decline~~Triller’s business, financial condition and results of operations.

~~The~~In addition, ~~trading~~ market ~~for~~volatility, ~~our~~the ~~ordinary~~high ~~shares~~inflationary ~~will depend~~environment onand ~~the~~economic ~~research~~uncertainty ~~and~~make ~~reports~~it ~~that~~potentially ~~securities~~very ordifficult ~~industry~~for ~~analysts~~Triller’s customers, ~~publish~~its ~~about~~Brands, usCreators orand ~~our~~Triller ~~business.~~to Weaccurately doforecast ~~not~~and ~~have~~plan ~~any~~future ~~control over~~business ~~these analysts~~activities. ~~There~~During ~~can~~challenging beeconomic notimes, Creators, ~~assurance~~Brands ~~that~~and ~~analysts~~users ~~will~~may ~~cover~~have usdifficulty orgaining ~~provide~~timely ~~favorable~~access ~~coverage.~~to Ifsufficient ~~one~~credit or ~~more~~obtaining ofcredit ~~the~~on ~~analysts who~~reasonable ~~cover~~terms usand may ~~downgrade~~face ~~our~~increased ~~stock~~costs or ~~change~~other ~~their~~negative ~~opinion~~financial impacts, each of ~~our~~which ~~stock,~~could ~~our~~impair ~~share~~their ~~price~~ability ~~would~~to ~~likely~~make ~~decline~~timely payments to Triller and adversely affect Triller’s revenue. If ~~one~~that orwere ~~more~~to ofoccur, ~~these~~Triller’s financial results could be harmed. Further, challenging ~~analysts~~economic ~~cease~~conditions ~~coverage~~may ofimpair the ~~Company~~ability orof ~~fail~~Triller’s toCreators, ~~regularly~~Brands ~~publish~~and ~~reports~~users onpartners to pay for the ~~Company~~applications and services Triller offers, wewhich may impact demand for its products. In addition, a weak or declining economy could ~~lose~~also ~~visibility~~strain Triller’s suppliers and manufacturers, possibly resulting in supply disruption. Any of the ~~financial~~foregoing could harm Triller’s business and Triller ~~markets,~~cannot anticipate all of the ways in which ~~could~~the ~~cause~~current ~~our~~economic ~~share~~climate ~~price~~and orfinancial ~~trading~~market ~~volume~~conditions tocould ~~decline~~adversely impact Triller’s business.

~~ITEM 1B. UNRESOLVED STAFF COMMENTS~~38

~~Not~~Triller’s financial ~~applicable~~performance in certain quarters and years may fluctuate and may not be indicative of, or comparable to, its financial performance in subsequent financial quarters or years due to economic conditions and operational factors.

~~ITEM~~Triller’s business 1Cis impacted geopolitical events, the overall macro-economy, Brands’ marketing budgets and expenditures and other factors such as interest rates. ~~Cybersecurity~~For example, when Brands have higher marketing expenditures or budgets, which often correspond to broader economic factors, Triller benefits from these trends. In addition, Triller may generate less revenue during reporting periods that have fewer major public or civic engagement on social media, which would have otherwise generated marketing dollars, resulting in lower marketing spend by Brands. Triller’s intention is to continue to diversify its client base such that any one of these factors or events would have a less significant impact on its overall revenue and operating results. If Triller is unsuccessful in diversifying its client base, Triller would continue to be subject to significant fluctuation in its annual and quarterly results, and this may materially adversely affect Triller’s business, financial condition, and results of operations.

~~Risk~~Triller’s recent ~~Management~~acquisitions have caused Triller to grow rapidly, and ~~Strategy~~Triller will need to continue to make changes to operate at its current size and scale. Triller has in the past faced and may in the future face, difficulty in integrating the operations of the businesses acquired in its recent transactions, and Triller may never realize the anticipated benefits and cost synergies from all of these transactions. If Triller is unable to manage its current operations or any future growth effectively, its business could be adversely affected.

WeTriller’s recent ~~identify~~acquisitions have caused Triller to grow rapidly, and ~~assess material~~Triller ~~risks~~may ~~from~~need ~~cybersecurity~~to ~~threats~~continue to ~~our~~make ~~information~~changes ~~systems~~to operate at its current size and scale. If Triller fails to realize the ~~information~~anticipated ~~residing~~benefits and cost synergies from its recent acquisitions, or if it experiences any unanticipated or unidentified effects in ~~our~~connection ~~information~~with ~~systems~~these bytransactions, ~~monitoring~~including write-offs of goodwill, accelerated amortization expenses of other intangible assets or any unanticipated disruptions with important third-party relationships, Triller’s business, financial condition and ~~evaluating~~results ~~our~~of ~~threat~~operations ~~environment~~could onbe anadversely ~~ongoing~~affected. ~~basis~~Moreover, ~~using~~Triller’s ~~various~~recent ~~methods~~acquisitions involve risks and uncertainties including those associated with the integration of operations, ~~for~~financial reporting, technologies and personnel and the potential loss of key employees, customers or strategic partners. The integration of Triller’s acquired businesses has and will require significant time and resources. For example, ~~using~~Triller ~~manual~~currently manually closes the books across its various subsidiaries and ~~automated~~business ~~tools~~units, and manually consolidate and roll up such subsidiary financials into Triller’s consolidated financial statements. ~~subscribing~~Triller does not currently utilize a consolidated ERP system to ~~reports~~manage the closing of Triller’s books or the roll up of financials into Triller’s consolidated financials. This process creates a risk of errors, is time intensive and ~~services~~costly. ~~that~~Triller ~~identify~~may ~~cybersecurity~~not ~~threats~~be able to manage the integration of acquired businesses successfully or achieve the strategic, ~~analyzing~~financial ~~reports~~or operating objectives of ~~threats~~the acquisition or integration, any of which could adversely affect Triller’s business, results of operations or the value of Triller’s acquisitions, and ~~threat~~these ~~actors~~acquisitions may not be accretive to its earnings and may negatively impact its results of operations. If Triller’s operations continue to grow, ~~conducting~~Triller ~~scans~~will be required, among other things, to upgrade its information systems and other processes and to obtain more space for its expanding administrative support and other personnel. Triller’s continued growth could strain its resources, and Triller could experience operating difficulties, including difficulties in hiring, training and managing an increasing number of employees. These difficulties could result in the ~~threat~~erosion ~~environment,~~of Triller’s brand image and ~~conducting~~reputation ~~risk~~and ~~assessments~~could have an adverse effect on its business, financial condition, and operating results.

~~We manage material risks~~If ~~from cybersecurity threats to our information systems and~~ the ~~information~~Company ~~residing in our information systems through various processes and procedures~~acquires, ~~including,~~combines ~~depending~~with onor ~~the~~invests ~~environment,~~in ~~risk~~other ~~assessments~~businesses, ~~incident~~it ~~detection~~will ~~and~~face ~~response,~~risks ~~vulnerability~~inherent management, disaster recovery and business continuity plans, internal controls within our accounting and financial reporting functions, encryption of data, network security controls, access controls, physical security, asset management, systems monitoring, and employee training. We engage third-party service providers to provide some of the resources used in ~~our information systems and some third-party service providers have access to information residing in our information systems. With respect to~~ such ~~third parties, we seek to engage reliable, reputable service providers that maintain cybersecurity programs~~transactions. Depending on the nature and extent of the services provided, the sensitivity and quantity of information processed, and the identity of the service provider, our processes may include conducting due diligence on the cybersecurity practices of such provider and contractually imposing cybersecurity related obligations on the provider.

35The Company has in the past considered and will continue, from time to time, to consider, opportunistic strategic or transformative transactions, which could involve acquisitions, combinations or dispositions of businesses or assets, or strategic alliances or joint ventures with companies engaged in music entertainment, entertainment or other businesses. Any such combination could be material, be difficult to implement, disrupt the Company’s business or change its business profile, focus or strategy significantly.

WeThe Company ~~are~~entered ~~not~~into ~~aware~~multiple ~~of any~~strategic ~~risks~~alliances ~~from~~in ~~cybersecurity~~the ~~threats,~~past ~~including~~and aslater arecognized ~~result~~related ofimpairment ~~any~~losses ~~cybersecurity~~on ~~incidents,~~investments ~~which~~and ~~have~~goodwill. The ~~materially~~Company ~~affected~~may incur debts in the future upon an acquisition or ~~are~~suffer ~~reasonably~~losses related to impairment of these investments. The Company ~~likely~~will continue to ~~materially~~examine ~~affect~~the ~~AGBA~~merits, ~~including~~risks ~~our~~and ~~business~~feasibility ~~strategy~~of potential transactions, ~~results~~and ofexpect ~~operations~~to explore additional acquisition opportunities in the future. Such examination and exploration efforts, and any related discussions with third parties, may or ~~financial~~may ~~condition.~~not ~~Refer~~lead to ~~“Part~~future I,acquisitions ~~Item~~and ~~1A—Risk~~investments. ~~Factors—Risks~~The ~~Factor~~Company ~~Relating~~may not be able to ~~AGBA~~complete acquiring or investing transactions that the Company initiates. The Company’s ~~business—Unexpected~~ability ~~network~~to ~~interruptions,~~grow ~~security~~through ~~breaches~~such acquisitions and investments will depend on many factors, including the availability ~~cyberattack~~of orsuitable ~~computer~~acquisition ~~virus~~candidates ~~attacks,~~at ~~and~~an ~~failures~~acceptable incost, ~~AGBA~~the Company’s ~~information~~ability ~~technology~~to ~~systems,~~reach ~~could~~agreement ~~have~~with aacquisition ~~material~~candidates or ~~adverse~~investee ~~effect~~ companies on ~~AGBA’s~~commercially ~~business,~~reasonable ~~financial condition~~terms, ~~and~~the ~~results~~availability of ~~operations”~~financing into ~~this~~complete ~~Form~~transactions ~~10-K~~and ~~for~~the ~~additional~~Company’s ability ~~discussion~~to ~~about~~obtain ~~cybersecurity-related risks~~any required governmental approvals.

~~Cybersecurity Governance~~39

~~Our Board of Directors~~Any ~~holds~~future ~~oversight~~transaction ~~responsibility~~could ~~over~~involve ~~AGBA’s~~numerous ~~risk management and strategy, including material~~ risks related to cybersecurity threats. This oversight is executed directly by our board of directors and through its committees. Our audit committee oversees the management of AGBA’s major financial risk exposures, the steps management has taken to monitor and control such exposures, and the process by which risk assessment and management is undertaken and handled, which would include cybersecurity risks, in accordance with its charter. The audit committee holds regular meetings and receives periodic reports from management regarding risk management, including ~~major financial risk exposures from cybersecurity threats or incidents.~~:

~~Within~~● ~~management,~~potential ~~the Group~~disruption ~~Chief Information Officer~~ of ~~our business units are primarily responsible for assessing and managing our material risks from cybersecurity threats on a day-to-day basis and keep~~ the ~~senior~~Company’s ~~executive~~ongoing ~~officers~~business ~~informed on a regular basis of the identification, assessment,~~ and ~~management~~ ofdistraction ~~cybersecurity risks and~~ of ~~any cybersecurity incidents. Such~~ management ~~personnel have prior experience and training in managing information systems and cybersecurity matters and participate in ongoing training programs.~~;

As● ofpotential ~~the~~loss ~~date~~of ~~hereof,~~Creators ~~the~~and ~~Company~~Brands ~~has~~(e.g. ~~not encountered~~musicians, ~~cybersecurity~~athletes, ~~incidents~~and ~~that the Company believes to have been material to the Company taken as a whole.~~influencers);

~~ITEM~~● 2.difficulty ~~PROPERTIES~~integrating the acquired businesses or segregating assets to be disposed of;

~~AGBA’s~~● ~~headquarters~~exposure into ~~Hong~~unknown ~~Kong~~and/or iscontingent ~~located at~~or ~~AGBA~~other ~~Tower~~liabilities, 68including ~~Johnston~~litigation ~~Road,~~arising ~~Wan~~in ~~Chai,~~connection ~~Hong~~with ~~Kong,~~the ~~which cover approximately 40~~acquisition,~~000~~ ~~square~~disposition ~~feet~~and/or ~~pursuant~~against toany anbusinesses ~~operating~~the ~~lease~~Company ~~in a~~may ~~term of 6 years that will expire in 2026.~~acquire;

~~The~~● ~~lease~~reputational ~~agreement~~or ~~for~~other damages to the ~~building,~~Company’s ~~between Viewbest~~business ~~Investments~~as ~~Limited~~a ~~(Viewbest),~~result asof ~~landlord,~~a ~~and~~failure ~~Legacy~~to ~~Group,~~consummate ~~was~~such ~~executed~~a ontransaction ~~June~~for, 14among other reasons, ~~2019.~~failure to gain antitrust approval;

~~While~~● wedifficulty ~~are~~in ~~not~~realizing ~~the~~synergies ~~party~~between toacquired businesses and the ~~AGBA~~Company’s ~~Tower lease~~current ~~agreement~~businesses, weincluding ~~are~~the ~~currently~~Company’s ~~occupying~~ability ~~space~~to inachieve the ~~building.~~customer synergies that motivated the acquisition;

We● ~~believe~~acquired ~~our~~businesses having different users or customers than the Company’s current ~~facility~~businesses, isincluding ~~suitable~~resulting increased administrative burdens and ~~adequate~~ toneed ~~meet~~for ~~our~~additional ~~current~~personnel; ~~needs.~~and

~~AGBA~~● ~~also~~changing ~~owns~~the anCompany’s ~~office~~business ~~premises~~profile ~~located~~in ~~at One~~ways ~~Island~~that ~~South,~~could ~~No.~~have 2unintended ~~Heung Yip Road, Hong Kong for rental purpose~~consequences.

~~During~~If the Company enters into significant transactions in the ~~year~~future, ~~ended~~related ~~December~~accounting 31charges may affect its business, ~~2023~~results of operations and financial condition, weparticularly ~~sold~~in the case of any acquisitions. In addition, the financing of any significant acquisition may ~~our~~result ~~office~~in ~~premise~~changes ~~located~~in atthe ~~Kaiseng~~Company’s ~~Commercial~~capital ~~Centre~~structure, Noincluding 4the &incurrence 6of additional indebtedness, ~~Hankow~~which ~~Road~~may be substantial. Conversely, ~~Kowloon~~any material disposition could reduce the Company’s indebtedness or require the amendment or refinancing of the Company’s outstanding indebtedness or a portion thereof. the Company may not be successful in addressing these risks or any other problems encountered in connection with any strategic or transformative transactions. The Company cannot assure you that if it makes any future acquisitions, investments, ~~Hong~~strategic ~~Kong~~alliances toor anjoint ~~independent~~ventures ~~third~~or ~~party~~enter into any business combination that they will be completed in a timely manner, ~~for~~or at all, that they will be structured or financed in a ~~purchase~~way ~~price~~that will enhance the Company’s creditworthiness or that they will meet the Company’s strategic objectives or otherwise be successful. The Company also may not be successful in implementing appropriate operational, financial and management systems and controls to achieve the benefits expected to result from these transactions. Failure to effectively manage any of $6these transactions could result in material increases in costs or reductions in expected revenues, or both.13 In ~~million~~addition, if any new business in which the Company invests or which it attempts to develop does not progress as planned, it may not recover the funds and resources the Company has expended and this could have a negative impact on the Company’s businesses or the Company’s company as a whole.

36Triller is involved in lawsuits and other litigation matters that are expensive and time consuming, and, if resolved adversely, could harm Triller’s business, financial condition, or results of operations.

~~ITEM~~Triller is 3involved in numerous lawsuits, many of which claim statutory damages and/or seek significant changes to Triller’s business operations, and Triller anticipates that it will continue to be involved in numerous lawsuits in the future. ~~LEGAL~~Triller ~~PROCEEDINGS~~has faced, currently face, and will continue to face additional lawsuits based on claims related to, among other things, advertising, privacy, security, content intellectual property infringement, employment or performance of services, activities on Triller’s Technology Platform, consumer protection, or product performance or other claims related to the use of consumer hardware and software, music used on Triller’s platform or related to Triller’s acquisitions. For example, Triller is currently the subject of various litigation proceedings, including a class action lawsuit alleging unpaid wages for production workers, a lawsuit to collect all fees due by Universal Music Publishing Group amongst other claims, a class action against one of Triller’s subsidiaries over the use of consumer personal identifying information and a lawsuit by two social media influencers claiming they are entitled to equity based on services, some of which are entering mediation and/or settlement discussions.

~~From~~There can ~~time~~be tono ~~time,~~assurances ~~the~~that ~~Company~~a ~~may~~favorable final outcome will be ~~subject to~~obtained ~~various~~in ~~legal~~all ~~proceedings,~~Triller’s ~~investigations~~cases, orand ~~claims~~defending ~~that~~any ~~arise~~lawsuit inis ~~the~~costly and ~~ordinary~~can ~~course~~impose ofa ~~our~~significant ~~business~~burden ~~activities.~~on ~~Except~~management ~~for~~and ~~the proceeding~~employees. ~~below,~~Any ~~the~~litigation ~~Company~~to iswhich ~~not~~Triller ~~currently~~is a party tomay ~~any~~result ~~other~~in ~~legal~~an ~~proceedings~~onerous or ~~the~~unfavorable ~~outcome~~judgment that may not be reversed upon appeal or in payments of ~~which~~substantial monetary damages or fines, ifor ~~determined~~Triller ~~adversely~~may decide to ~~the~~ ~~Company~~settle lawsuits on similarly unfavorable terms, ~~would~~which ~~individually~~has oroccurred in the ~~aggregate~~past ~~have~~and awhich ~~material~~could ~~adverse~~adversely ~~effect~~affect ~~on its~~ Triller’s business, financial ~~condition~~conditions, ~~and~~or results of operations.

~~Action Case: HCA702/2018~~40

~~On March 27, 2018, the writ of summons was issued~~If ~~against~~these ~~the~~lawsuits ~~Company~~are ~~and~~not ~~seven~~resolved ~~related~~in ~~companies~~its offavor, ~~the~~Triller ~~former~~would ~~shareholder~~not byhave ~~the~~enough ~~Plaintiff.~~cash ~~This~~on ~~action~~hand ~~alleged~~to ~~the~~meet ~~infringement~~these ofobligations ~~certain registered~~unless ~~trademarks~~it ~~currently~~is ~~registered under the Plaintiff. Subsequent~~ able to ~~the~~raise ~~year~~additional ~~ended~~capital ~~December 31, 2023,~~ in ~~February~~an ~~2023,~~amount ~~the Court~~sufficient ~~granted leave for this action be set down for trial of 13 days, which the period has yet~~ to besatisfy ~~fixed~~them. ~~Legal~~This ~~counsel~~may ofaffect ~~the~~Triller’s ~~Company will~~ability ~~continue~~ to ~~handle~~remain insolvent ~~this~~and ~~matter.~~pay its Atobligations ~~this~~when ~~stage~~they income ~~the proceedings~~due, itincluding isunder ~~unable~~existing tolitigation ~~determine~~settlement ~~the~~obligations ~~probability~~and ofnew ~~the~~litigation ~~outcome~~adverse ~~of the matter or the range of reasonably possible loss, if any~~judgments.

~~Action~~In the ~~Case:~~past, ~~HCA765/2019~~securities class action litigation has often been brought against a company following a decline in the market price of its securities. This risk is especially relevant for Triller because technology companies have experienced significant stock price volatility in recent years. If Triller faces such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm Triller’s business.

OnPlanned expansion ~~April 30, 2019, the writ~~ of ~~summons was issued against the Company~~Triller’s ~~subsidiary,~~operations ~~three~~into ~~related~~new ~~companies and the former directors~~products, ~~shareholders~~services and ~~financial~~technologies, ~~consultant~~including bycontent ~~the Plaintiff.~~categories, ~~This action alleged the deceit and misrepresentation from an inducement of the fund subscription and claimed for compensatory damage of approximately $2 million (equal to HK$17.1 million). The case~~ is ~~on-going~~inherently risky and ~~the~~may ~~parties~~subject ~~have~~Triller ~~yet~~ to ~~attempt~~additional ~~mediation.~~business, ~~Legal counsel of the Company will continue to handle in this matter. At this stage in the proceedings~~legal, itfinancial isand ~~unable~~competitive ~~to determine the probability of the outcome of the matter or the range of reasonably possible loss, if any~~risks.

~~Action~~Triller currently ~~Case:~~focus ~~HCA~~its ~~2097/2020~~operations on its AI powered Technology Platform, which provides content creation and ~~HCA~~distribution ~~2098/2020~~(Triller app, TrillerTV, Metaverz, Thuzio and Amplify.ai), fan engagement (Fangage, Julius and Amplify.ai) and targeted promotions and upsells (CrossHype) products and services across the digital platforms used by Triller’s Creators and Brands. Further expansion of Triller’s operations and its marketplace into additional products and services involves numerous risks and challenges, including potential new competition, increased capital requirements and increased marketing spend to achieve customer awareness of these new products and services. Growth into additional content, product and service areas may require changes to Triller’s existing business model and cost structure and modifications to its infrastructure and may expose Triller to new regulatory and legal risks, any of which may require expertise in areas in which Triller has little or no experience. There is no guarantee that Triller will be able to successfully expand its products and services into these areas.

~~On December 15, 2020, the writs of summons were~~Improper ~~issued~~or ~~against~~illegal ~~the~~use ~~Company and the former consultant by the Plaintiff. This action alleged the misrepresentation and conspiracy causing the loss from the investment in corporate bond and claimed for compensatory damage~~ of ~~approximately~~Triller’s ~~$1.67~~Technology ~~million~~Platform ~~(equal~~could toseriously ~~HK$13~~harm ~~million). The~~Triller’s ~~Company~~business ~~previously made $0.84 million as contingency loss for the year ended December 31, 2022. The parties participated in a mediation held on March 25, 2022~~ and ~~negotiated for settlement through without prejudice correspondence, no settlement was reached~~reputation. The case is on-going and legal counsel of the Company will continue to handle this matter. At this stage in the proceedings, it is unable to determine the probability of the outcome of the matter or any further potential loss, if any.

~~Action~~Triller cannot ~~Case:~~be ~~HCA~~certain ~~1957/2023~~that the technologies that Triller has developed to repel spamming attacks will be able to eliminate all spam messages from its products. Spammers attempt to use Triller’s products to send targeted and untargeted spam messages to users, which may embarrass or annoy users and make Triller’s products less user friendly. Triller does not currently have procedures or processes in place to accurately estimate the number of bots or spammers on Triller’s Technology Platform, but are actively working to prevent bots and spammers from engaging on Triller’s platform. Triller’s actions to combat spam may also divert significant time and focus from improving its products. As a result of spamming activities, Triller’s users may use its products less or stop using them altogether, and result in continuing operational cost to Triller. Triller may also be subject to liability or claims related to such spamming activity.

~~On December 15~~Similarly, terrorists, ~~2023~~criminals, ~~the~~and ~~Company~~other ~~received~~bad anactors may use Triller’s Technology Platform to promote their goals and encourage users to ~~order~~engage ~~from~~in ~~the~~terror ~~High~~and ~~Court~~other ofillegal ~~the~~activities. ~~Hong~~Triller ~~Kong~~expects ~~Special~~that ~~Administrative~~as ~~Region~~more people use its Technology Platform, ~~demanding~~these ~~the~~bad ~~Company~~actors will increasingly seek to ~~pay~~misuse ~~and~~Triller’s ~~settle~~products. ~~the~~Although ~~outstanding~~Triller ~~rent/mesne profit,~~invests ~~management~~resources ~~fees,~~to ~~air-conditioning~~combat ~~charges~~these activities, ~~additional~~including ~~air-conditioning~~by ~~charges,~~suspending or ~~government~~terminating ~~rates~~accounts ~~and~~Triller ~~interest~~believes inare anviolating ~~aggregated amount~~its Terms of $1Service,~~383,424~~ ~~(equivalent~~it expects these bad actors will continue to ~~HK$10,799,560)~~seek ways to act ~~the~~inappropriately ~~landlord~~and ofillegally ~~the~~on ~~office~~its ~~premises~~Technology inPlatform. ~~four~~Combating ~~instalments~~these ~~scheduled~~bad ~~from~~actors ~~January~~requires Triller’s teams to divert significant 15time and focus from improving its products. In addition, ~~2024~~Triller may not be able to ~~March~~control ~~31,~~or ~~2024,~~stop ~~together~~its ~~with~~Technology ~~legal~~Platform ~~costs~~from becoming the preferred application of $6use by these bad actors,~~405~~ ~~(equivalent~~which may become public knowledge and seriously harm Triller’s reputation or lead to ~~HK$50~~lawsuits or attention from regulators. If these activities increase on Triller’s Technology Platform,~~000)~~ Triller’s reputation, user growth and user engagement, and operational cost structure could be seriously harmed.

~~ITEM 4. MINE SAFETY DISCLOSURES~~41

~~Not~~Triller tracks ~~Applicable~~certain performance metrics with internal tools and do not independently verify such metrics. Certain of Triller’s performance metrics are subject to inherent challenges in measurement, and real or perceived inaccuracies in such metrics may harm Triller’s reputation and negatively affect its business.

37Triller calculates Consumer Accounts using internal company data that has not been independently verified. These numbers are based on what Triller believes to be reasonable calculations for the applicable period of measurement, but there are inherent challenges in measuring Consumer Accounts. For example, while Triller endeavors to accurately capture its Consumer Accounts, from time to time certain bot and/or duplicate accounts are created and appear on its Technology Platform which may impact the number of Consumer Accounts. As a result, Triller’s reported Consumer Accounts may include bot and duplicative accounts, thereby overstating Triller’s actual Consumer Accounts. While Triller has recently undergone a robust process to purge as many of the duplicate and bot accounts as practical given Triller’s resources and Triller regularly monitors and reviews these figures and have put in place controls designed to prevent bot users and or duplicates, there can be no assurance that these controls will be effective in eliminating all bot or duplicate accounts. The inclusion of duplicate and/or bot accounts in the Consumer Accounts reported at any given time may lead to an inaccurate assessment of the total number of Consumer Accounts on Triller’s Technology Platform. If Creators, Brands and users do not perceive Triller’s metrics to be accurate representations, or if Triller discovers material inaccuracies in its metrics, Triller’s reputation may be harmed and Creators, Brands and users may be less willing to utilize Triller’s Technology Platform or to allocate their budgets or resources to Triller’s products and services, which could negatively affect Triller’s business and operating results. In addition, if investors, analysts or customers do not believe Triller’s reported measures, such as Consumer Accounts, are sufficient or accurately reflect Triller’s business, Triller may receive negative publicity and its operating results may be adversely impacted.

~~PART~~If Triller’s IIefforts to attract Creators, users, consumers and Brands are not successful, Triller’s revenues will be adversely affected.

~~ITEM~~Triller generates 5revenue through Brands and consumers, with the majority of its revenue coming from Brands. ~~MARKET~~To ~~FOR~~succeed, ~~REGISTRANT~~Triller must continue to attract and retain Creators, users and consumers who have traditionally engaged with internet and social media platforms such as Instagram, Snapchat and TikTok, as well as well as with video games, cable television, pay-per-view and video-on-demand services for entertainment. With additional Creators and consumers, Triller will attract more Brands which will improve its revenue. Triller’Ss ability ~~COMMON~~to ~~EQUITY~~attract and retain Creators and users and consumers and have them regularly engage with Triller’s Technology Platform depends in part on Triller’s ability to consistently provide its Creators, ~~RELATED~~users ~~STOCKHOLDER~~and ~~MATTERS~~consumers ~~AND~~a ~~ISSUER~~high-quality ~~PURCHASES~~experience. OFTriller must ~~EQUITY~~also ~~SECURITIES~~continue to attract and retain influential Creators such as celebrities, athletes, journalists, sports leagues and teams, media outlets and Brands to leverage its Technology Platform to disseminate content and interact and transact with their followers, and users and consumers. Typically, Triller’s agreements with Creators may be terminated by Creators at any time. If Creators and consumers in either category do not perceive Triller’s products to be of high quality, if Triller introduces new products or features that are not favorably received by them or if Triller fails to introduce products and features that they desire, it may not be able to attract or retain Creators and users and consumers. Triller also cannot guarantee that it will be able to continue to identify these Creators in the future. Additionally, throughout Triller’s history, Creators from time to time have stopped participating on Triller’s Technology Platform and in Triller’s Events for any number of reasons, and Triller cannot guarantee that it will be able to retain current Creators. Additionally, many of Triller’s Creators users and consumers originate from word-of-mouth and referrals from existing Creators users and consumers. If Triller’s efforts to satisfy its existing Creators, users and consumers are not successful, Triller may not be able to attract new Creators, users and consumers, and as a result, it may fail to attract or retain Brands and its revenue may be affected adversely.

WeTriller’s success ~~completed~~depends ~~the~~on ~~Business~~its ~~Combination~~ability ~~with~~to ~~AAL on~~attract ~~November~~Brands ~~14,~~to ~~2022.~~its ~~Prior~~Technology toPlatform ~~that~~and ~~date,~~provide users and ~~before~~consumers ~~the~~with ~~completion~~engaging ofcontent, ~~the~~which in ~~Business~~part ~~Combination~~depends ~~with~~on ~~AAL~~Creator contributed content. If Triller or Creators, ~~the~~including ~~units~~influential Creators, ~~ordinary~~such ~~shares~~as celebrities, athletes, ~~warrants~~journalists, sports leagues and ~~rights~~teams, ofmedia ~~AAL~~outlets ~~traded~~and onBrands, ~~the~~do ~~Nasdaq~~not ~~under~~continue ~~the~~to ~~ticker~~contribute ~~symbols~~engaging ~~“AGBAU,”~~content ~~“AGBA,”~~to ~~“AGBAW,” and~~Triller’s ~~“AGBAR~~Technology Platform,” ~~respectively.~~Triller’s ~~After~~consumer ~~the~~growth, ~~completion~~retention ofand ~~the~~engagement ~~Business~~may ~~Combination~~decline. That, ~~the~~in ~~post-combination~~turn, ~~company~~may ~~has~~impair ~~been~~Triller’s ~~renamed~~ability to ~~“AGBA~~maintain ~~Group~~good ~~Holding~~relationships ~~Limited”~~with ~~and~~Brands ~~its~~that ~~ordinary~~utilize ~~shares~~Triller’s ~~and~~Technology ~~warrants~~Platform ~~began~~or ~~trading~~attract onnew ~~the~~Brands, ~~Nasdaq~~which ~~Capital~~may ~~Market~~seriously ~~on November 15,~~harm ~~2022~~Triller’s ~~under~~business ~~the ticker symbols “AGBA”~~ and ~~“AGBAW,”~~financial ~~respectively~~performance.

~~Holders~~ Use of ~~Record~~social media by Triller’s Creators, Brands and users may materially and adversely affect Triller’s reputation or subject Triller to fines or other penalties.

AsTriller integrates ofthird-party ~~December~~social ~~31,~~media ~~2023,~~platforms weinto ~~had~~its 68Technology Platform. For example,~~661,998~~ ~~ordinary~~in ~~shares~~addition ~~issued~~to ~~and~~Triller’s ~~outstanding,~~own content on its website and 4Triller app,~~825~~ Triller’s Creators can share content on social-media platforms such as Facebook,~~000~~ ~~warrants~~Instagram, ~~outstanding~~TikTok and Twitter. As laws and regulations rapidly evolve to govern the use of ~~March~~these ~~26,~~platforms ~~2024~~and devices, ~~there~~the ~~were~~failure 21by ~~registered~~us, ~~holders~~Triller’s employees, ofTriller’s ~~record~~network of ~~our~~Creators, ~~ordinary~~Triller’s ~~shares~~Brands, ~~and~~Triller’s ~~two~~users ~~registered~~or third parties acting at Triller’s ~~holder~~direction ofto ~~record~~abide ofby ~~our~~applicable ~~warrants.~~laws ~~Such~~and ~~numbers~~regulations doin ~~not~~the ~~include~~use ~~beneficial~~of ~~owners~~these ~~holding~~platforms ~~our~~and ~~securities~~devices ~~through~~or ~~nominee~~otherwise ~~names.~~could ~~The~~subject ~~actual~~Triller to ~~number~~regulatory ofinvestigations, ~~holders~~class ofaction ~~our~~lawsuits, ~~ordinary~~liability, ~~share~~fines or other penalties and ~~warrants~~have ~~may~~a bematerial ~~greater~~adverse ~~than~~effect ~~our~~on ~~record~~Triller’s business, ~~holders~~financial condition and results of operations.

~~Dividends~~42

WeIn addition, ~~have~~any ~~not~~use ~~paid~~of ~~any~~social ~~cash~~media ~~dividends~~for onmarketing ~~our~~may ~~ordinary shares~~increase tothe ~~date~~burden ~~and~~on doTriller ~~not~~to ~~intend~~monitor tocompliance ~~pay~~of ~~cash~~such ~~dividends~~materials, inand increase the ~~immediate~~risk ~~future.~~that Wesuch ~~currently~~materials ~~intend~~could tocontain ~~retain~~problematic ~~all~~product ~~available~~or ~~funds~~marketing ~~and any~~claims ~~future~~in ~~earnings~~violation toof ~~fund~~applicable ~~the~~regulations. ~~development~~For ~~and~~example, in ~~growth~~some ofcases, ~~our~~the ~~business~~Federal ~~and~~Trade toCommission ~~potentially~~(“FTC”) ~~repay~~has ~~any~~sought ~~indebtedness~~enforcement ~~and,~~action ~~therefore,~~where wean ~~do not~~endorsement ~~anticipate~~has ~~paying~~failed to ~~any~~clearly ~~cash~~and ~~dividends~~conspicuously indisclose ~~the~~a ~~foreseeable~~material ~~future.~~relationship ~~Any~~between ~~future~~an ~~determination~~influencer toand ~~pay~~an ~~dividends~~advertiser. ~~will~~While beTriller atasks ~~the~~Creators ~~discretion~~to ofcomply ~~our~~with ~~Board,~~FTC ~~subject~~regulations toand ~~compliance~~Triller’s ~~with~~guidelines, ~~covenants~~Triller indoes ~~current~~not ~~and~~regularly ~~future~~monitor ~~agreements~~what ~~governing~~its ~~our~~Creators post, and ~~our~~if ~~subsidiaries’ indebtedness,~~Triller ~~and~~were ~~will~~held ~~depend~~responsible onfor ~~our~~the ~~results~~content of ~~operations~~their posts, ~~financial~~it ~~condition~~could be forced to alter its practices, ~~capital~~which ~~requirements~~could ~~and~~have ~~other~~material ~~factors~~adverse ~~that~~effect on ~~our~~Triller’s ~~board~~business, ~~may~~financial ~~deem~~condition, ~~relevant~~and results of operations.

~~Purchases~~Negative commentary ofregarding ~~Equity~~us, ~~Securities~~Triller’s byproducts ~~the~~or ~~Issuer~~Creators or Brands, Triller’s users and other third parties who are affiliated with Triller may also be posted on social media platforms and ~~Affiliated~~may ~~Purchasers~~be adverse to Triller’s reputation or business. Creators with whom Triller maintains relationships could engage in behavior or use their platform to communicate directly with Triller’s users and consumers in a manner that reflects poorly on Triller’s brand and may be attributed to Triller or otherwise adversely affect Triller. It is not possible to prevent such behavior, and the precautions Triller takes to detect this activity may not be effective in all cases. The harm may be immediate, without affording Triller an opportunity for redress or correction.

~~There were no purchases of equity securities by~~Triller ~~the~~may ~~issuer~~not orbe ~~affiliated~~successful ~~purchasers, as defined~~ in ~~Rule 10b-18(a)~~its ~~(3)~~efforts ~~the~~to ~~Securities~~further ~~Exchange~~monetize ~~Act~~its ofTechnology ~~1934~~Platform, during our fiscal year ended December 31, 2023. On November 7, 2023, we entered into private placement binding term sheets with an institutional investor, our Chief Executive Officer, Mr. Ng Wing Fai, and our management team pursuant to which wemay ~~will~~harm ~~receive~~Triller’s gross proceeds of approximately $5,128,960, in consideration of (i) 7,349,200 ordinary shares of our ordinary shares, and (ii) warrants to purchase up to 1,469,840 ordinary shares at a purchase price of $0business.70 per ordinary share and associated warrants. As of December 31, 2023, the Company received the proceeds of $1,850,310. The Company has not completed the shares issuance as of the date of this annual report.

OnTriller’s Technology ~~April~~Platform ~~18,~~generates ~~2023~~revenue through Brands and consumers, ~~our~~with ~~Board~~most of ~~Directors~~Triller’s ~~approved~~revenue generated from Brands through revenue sharing and service fee arrangements. When Triller enables the ~~repurchase~~consumption of ~~1,000,000~~content ~~ordinary~~by ~~shares~~individuals (in the ~~“2023~~form ~~Share~~of ~~Repurchase~~Triller ~~Program”).~~branded live ~~Under~~Events, Triller creates an ecosphere of content across its Technology Platform offerings and it also generates revenue in the ~~2023~~form of ~~Share~~live-event ~~Repurchase~~ticket ~~Program~~sales, pay-per-view fees, subscriptions and merchandise sales. Triller’s partnerships with high-profile Creators weand ~~are~~Brands ~~authorized~~enable Triller to ~~re-purchase~~host uplive Events that receive massive viewership. As such, Triller is seeking to 1expand its relationships with Brands,~~000,000~~ ~~ordinary~~its ~~shares~~Creator atand aconsumer ~~maximum~~base ~~price~~and increase the number of ~~$10~~hours ~~per~~that ~~share~~consumers ~~from~~spend on Triller’s Technology Platform and the ~~open~~volume ~~market,~~of ~~for~~content athat ~~term~~is published across and from Triller’s Technology Platform in an effort to create additional revenue ofopportunities. ~~one~~Triller ~~year~~has made, noand ~~later~~are ~~than~~continuing ~~April~~to 18make, ~~2024~~significant investments to enable users, Brands, Creators, and advertisers to create compelling content and deliver advertising to Triller’s users.

~~Recent~~Triller’s ability ~~Sale~~to deliver more relevant content to its users and consumers and to increase its Technology Platform’s value to Brands and Creators depends on the collection of ~~Unregistered~~engagement ~~Securities~~data, ~~and~~which ~~Use~~may be restricted or prevented by a number of ~~Proceeds~~factors. Consumers may decide to opt out or restrict some of Triller’s ability to collect personal data or to provide them with more relevant and sponsored content. Creators could refuse to allow Triller to collect data regarding engagement or refuse to implement mechanisms Triller requests to ensure compliance with Triller’s legal obligations or technical requirements in some instances. If these possible scenarios occur to a large enough extent, Triller may not be able to achieve its expected growth in revenue or gross profit. Triller may not be able to compete effectively or adapt to any such changes or trends, which would harm Triller’s ability to grow its advertising revenue and harm its business.

~~There~~Further, Triller ~~have~~may ~~been~~not nobe ~~other~~successful ~~unregistered~~in ~~sales~~further monetizing its Technology Platform. Most of the revenue from Triller’s Technology Platform ~~equity~~is ~~securities~~generated ~~during~~from ~~the~~Brands ~~year~~through ~~ended~~revenue ~~December~~sharing 31and service fee arrangements. Revenue share comes from advertising, ~~2023~~premium content, Events, pay-per-view fees, ~~which~~subscription ~~have~~fees ~~not~~or ~~been~~merchandise ~~previously~~sales ~~disclosed~~that onare transacted via Triller’s Technology Platform. As a ~~Current~~result, ~~Report~~Triller’s onfinancial ~~Form~~performance ~~8-K.~~and ability to grow revenue could be seriously harmed if:

~~Securities Authorized~~● ~~for~~Triller ~~Issuance~~does ~~under~~not ~~Equity~~expand ~~Compensation~~or ~~Plans~~retain its relationships with Brands and Creators;

~~The~~● ~~following table provides information as of December 31, 2023 with respect to the shares of the Company~~Triller’s ~~ordinary~~reputation ~~shares~~is ~~that may be issued under the AGBA Group Holding Limited Share Award Scheme.~~harmed;

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
Equity compensation plans approved by security holders		1,656,270		2.47		1,309,728
Equity compensation plans not approved by security holders		—		—		—
Total		1,656,270		2.47		1,309,728

●

there is a decline in Triller’s available content or a decrease in the perceived quantity, quality, usefulness or relevance of the content provided by Triller and Triller’s Creators;

3843

~~Performance~~● ~~Graph~~competitive developments result in Triller’s competitors possessing various competitive advantages, whether technological or otherwise;

We● ~~are~~Triller adoes ~~“smaller reporting company,” as defined by Item 10(f)(1) of Regulation S-K, and therefore are~~ not ~~required~~adjust to ~~provide~~changes to the ~~information~~industry ~~required by paragraph (e) of Item 201 of Regulation S-K.~~landscape;

~~ITEM~~● 6.Triller ~~[Reserved]~~does not continue to invest in and strengthen Triller’s Technology Platform, including Triller’s suite of Creator offerings and Triller’s Events and Events-related services;

~~ITEM~~● 7.Triller ~~MANAGEMENT’S~~fails ~~DISCUSSION~~to ~~AND~~identify ~~ANALYSIS~~attractive OFopportunities ~~FINANCIAL~~to ~~CONDITION~~enhance ~~AND~~existing ~~RESULTS~~businesses OFor ~~OPERATIONS~~grow its portfolio of assets;

~~The~~● ~~following~~Triller ~~discussion~~fails ~~and~~to ~~analysis~~continue ~~provides information which our management believes is relevant~~ to andevelop ~~assessment~~creative and ~~understanding~~entertaining ofprograms ~~our results of operations~~ and financial condition. The discussion should be read in conjunction with our audited consolidated financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements based upon our current expectations, estimates and projections, and involves numerous risks and uncertainties. Actual results may differ materially from those contained in any forward-looking statements due to, among other considerations, the matters discussed in the sections titled “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”Events;

~~Overview~~● macroeconomic conditions, including changes in corporate spending and discretionary consumer spending, divert Brand and consumer expenditures away from the markets Triller serves; and

We● ~~are~~Triller afails ~~leading~~to ~~one-stop~~produce ~~financial supermarket based in Hong Kong servicing over 400,000 individual~~ and/or ~~corporate~~distribute ~~customers.~~premier WeEvents ~~offer~~throughout the ~~broadest~~year, ~~set~~including ofBKFC ~~financial services~~ and ~~healthcare products~~TrillerTV ~~in the Guangdong-Hong Kong-Macao Greater Bay Area (GBA) through a tech-led ecosystem, enabling clients to unlock the choices that best suit their needs~~programming.

WeIf Triller ~~currently~~is ~~operate~~unable ~~four~~to ~~major~~maintain ~~areas~~adequate ofcontent ~~businesses~~on its Technology Platform, ~~comprising~~ ~~of:~~its business may be harmed.

1.Triller may ~~Distribution~~fail ~~Business:~~to ~~The~~attract ~~Group’s~~Creators ~~powerful~~that ~~financial~~generate ~~advisor~~sufficient ~~business~~content ishours ~~the~~on ~~largest~~its inTechnology ~~the~~Platform ~~market,~~and itfor ~~engages~~its inBrands. ~~the~~Triller’s ~~personal~~business model ~~financial~~depends ~~advisory~~on ~~business~~its ~~(including~~ability ~~advising~~to ~~and~~connect ~~sales~~its ofBrands awith ~~full~~content ~~range~~Creators. ofIf ~~financial~~Triller ~~services~~is ~~products~~unable ~~including~~to ~~long-term~~grow ~~life~~and ~~insurance,~~maintain ~~savings~~spend ~~and~~from ~~mortgages)~~its Brands, either ~~with~~through ~~additional~~revenue ~~internal~~sharing ~~and~~relationships ~~external~~or ~~channels~~fee ~~being~~sharing ~~developed~~arrangements, ~~and~~its ~~added~~results of operations may be harmed.

2.Triller operates ~~Platform~~in ~~Business:~~a ~~The~~highly ~~Group~~competitive ~~operates~~industry, and Triller competes for Brands with other social media outlets and streaming services, as well aas ~~“financial~~traditional ~~supermarket”~~media, ~~offering~~such ~~over~~as 1radio,~~800~~ ~~financial~~broadcast, ~~products~~cable toand asatellite ~~large~~TV ~~universe~~and satellite and internet radio. Triller may not be successful in maintaining or improving the number of ~~retail~~its ~~and~~Brand ~~corporate~~partners ~~customers~~who utilize Triller’s Technology Platform for advertising, premium content, Events, pay-per-view fees, subscription fees or merchandise sales that are transacted via Triller’s Technology Platform.

3Triller’s competitors offer content and other platforms that may be more attractive to advertisers than Triller’s Technology Platform. ~~Healthcare~~If Triller ~~Business:~~is ~~Through~~unable ~~the~~to ~~Group~~increase its revenue by, among other things, continuing to improve its Technology Platform’s 4%data ~~stake~~to infurther optimize and ameasure ~~strategic~~its ~~partnership~~Brand ~~with~~partners’ ~~HCMPS~~campaigns, ~~operating~~increase asrevenue ~~one~~from offee sharing arrangements or the ~~largest~~completion ~~healthcare~~of ~~management~~successful campaigns ~~organizations~~for inits ~~the~~Brands, ~~Hong~~Triller’s ~~Kong~~business and ~~Macau~~its ~~region,~~growth ~~with~~prospects ~~over~~may ~~800~~be ~~doctors~~harmed. inTriller ~~its~~may ~~network.~~not ~~Established~~be inable ~~1979~~to compete effectively or adapt to any such changes or trends, itwhich iswould ~~one~~harm ofits ~~the~~ability ~~most~~to ~~reputed~~grow ~~healthcare~~its ~~brands~~advertising inrevenue ~~Hong~~and ~~Kong~~harm its business.

4.Triller’s success ~~Fintech~~and ~~Business:~~revenue ~~The~~growth ~~Group~~are ~~has~~dependent anon ~~ensemble~~adding ofnew ~~leading~~Creators, ~~FinTech~~users, ~~assets~~consumers and ~~businesses~~Brands, ineffectively ~~Europe~~educating and ~~Hong~~training ~~Kong.~~Triller’s existing InCreators ~~addition~~and toBrands ~~financial~~on ~~gains,~~how ~~the~~to ~~Group~~make ~~also~~full ~~derives~~use ~~substantial~~of ~~knowledge~~Triller’s ~~transfers~~Technology ~~from~~Platform ~~its investee companies, supporting the development~~ and ~~growth~~increasing usage of ~~the Group~~Triller’s ~~new~~Technology Platform ~~business~~by ~~models~~Triller’s consumers.

~~Distribution~~Triller’s success ~~Business~~is dependent on regularly adding new Creators and Brands and increasing Triller’s consumers’ usage of Triller’s platform and Triller faces competition from a variety of other domestic and foreign companies. Triller faces competition from alternative providers of the entertainment, content, live Events and sports industries. Triller’s contracts and relationships with Creators and Brands generally do not include long-term or exclusive obligations requiring them to use Triller’s platform or maintain or increase their use of Triller’s platform. Creators can also terminate their agreements with Triller for convenience.

The Distribution Business comprises a variety of captive financial services distribution channels. We have built a market leading financial advisors distribution channel in Hong Kong. We have also built other distribution channels alongside our market leading financial advisors business.44

~~Our~~Triller’s Creators ~~combined~~and ~~captive~~Brands ~~distribution~~typically ~~channels~~have ~~enable~~relationships with numerous providers and can use both Triller’s platform and those of Triller’s uscompetitors without incurring significant costs or disruption. Triller’s Brands may also choose to ~~directly~~decrease ~~access~~their ~~one~~use of revenue sharing and service fee arrangements. Accordingly, Triller must continually work to win new Brands and Creators and retain existing Brands and Creators, increase their usage of Triller’s platform and increase Triller’s users. Given the ~~largest~~number ~~pools~~of products on Triller’s Technology Platform, Triller may not be successful at educating and training Creators and Brands on how to use Triller’s platform and products in order for Triller’s Creators and Brands to get the most benefit from Triller’s Technology Platform and increase their usage. If these efforts are unsuccessful or Creators or Brands decide not to continue to maintain or increase their usage of ~~customers~~Triller’s Technology ~~accessible~~Platform for any other reason, or if Triller fails to ~~independent~~attract new Creators or Brands, Triller’s revenue could fail to grow or decline, which would materially and adversely harm Triller’s business, operating results and financial ~~services~~condition. ~~providers~~Any increased competition, which may not be foreseeable, or Triller’s failure to adequately address any competitive factors, could result in reduced ~~Hong~~demand ~~Kong~~for its content, live Events, or brands, which could have an adverse effect on Triller’s business, financial condition, and results of operations. Triller cannot assure you that its Creators, Brands and consumers will continue to use and increase their spend on Triller’s platform or that it will be able to attract a sufficient number of new Creators, Brands, users and consumers to continue to grow Triller’s business and revenue. If Brands representing a significant portion of Triller’s business decide to materially reduce their use of Triller’s Technology Platform or cease using Triller’s Technology Platform altogether, Triller’s revenue could be significantly reduced, which could have a material adverse effect on Triller’s business, operating results and financial condition.

~~Channel~~Triller generates ~~Description~~substantially ~~Financial~~all ~~Advisors~~of ~~Business~~its ~~(“FA~~revenue ~~Business”)~~from ~~“Focus”~~Brands. isIf ~~engaged in~~ the ~~distribution~~content ofand ~~life~~services ~~insurance,~~provided ~~asset~~on ~~management,~~Triller’s ~~property-casualty~~Technology ~~and~~Platform ~~Mandatory~~are not ~~Provident~~relevant ~~Fund~~to ~~products~~Brands, ~~through~~fail ~~its~~to ~~teams~~attract ofnew ~~independent~~Brands ~~financial~~or ~~advisors~~result ~~(brokers).~~in ~~Alternative~~a ~~Distribution~~loss ~~Business A collection~~ of ~~distribution~~Brands ~~channels,~~using ~~including~~Triller’s ~~salaried~~Technology ~~financial planners targeting HNWI~~Platform, ~~development~~Triller’s growth ~~teams~~may ~~pursuing~~be ~~corporate~~adversely ~~partnerships and incubating financial advisor teams~~impacted.

39Triller generates substantially all of its revenue from Brands through revenue sharing and service fee (including SaaS) arrangements. Revenue share comes from advertising, premium content, Events, pay-per-view fees, subscription fees or merchandise sales that are transacted via Triller’s Technology Platform. Service fees come from Brands that utilize Triller’s platform to reach consumers via a combination of campaign fees, sponsorship fees and transaction fees or SaaS fees, including monthly subscription fees. Even though Triller also generates revenue from consumers in the form of Creator-driven live-event ticket sales, pay-per-view fees, subscriptions and merchandise sales, Triller still expects to continue to generate substantially all its revenue from Brands for the foreseeable future.

~~Our largest distribution channel is the FA Business,~~Most ~~operating~~Brands ~~under~~do ~~the~~not ~~brand~~have ~~name~~long-term ~~Focus.~~commitments ~~With~~with ~~its large salesforce of financial advisors~~us, ~~“Focus” provides a wide range of financial products~~ and ~~independent~~Triller’s ~~advisory~~efforts ~~services~~ to ~~individual~~establish ~~and~~long-term ~~corporate~~commitments ~~customers,~~may ~~primarily~~not ~~in connection with life insurance products~~succeed. Because ~~Our~~most FABrands ~~Business~~do ~~has~~not ~~been~~have ~~the~~long-term ~~clear~~commitments ~~market~~with ~~leader~~us, inthey ~~the~~may ~~insurance~~terminate ~~brokerage~~their ~~industry~~contracts inand ~~Hong~~relationships ~~Kong~~with ~~for~~Triller ~~decades,~~and ~~building~~may ~~up a large and~~instead ~~highly~~pursue ~~productive~~relationships ~~salesforce~~with competitors. AsSince ofTriller ~~December~~does ~~31,~~not ~~2023,~~have ~~there~~long-term ~~were~~contractual ~~around~~commitments ~~1,231~~with ~~financial~~its ~~advisors~~Brand ~~at “Focus”~~partners, ~~organized into~~maintaining 26and ~~sales~~enhancing ~~teams.~~relationships ~~Each~~with ~~team~~its isBrand ~~led~~partners bywill arequire ~~“tree~~Triller ~~head”,~~to ~~responsible~~make ~~for~~substantial ~~managing~~investments ~~the~~and ~~financial~~these ~~advisors~~investments ~~within~~may ~~their~~not be ~~teams~~successful.

InThe Brands ~~addition~~with whom Triller partners vary from small businesses to ~~the~~well-known FAFortune ~~Business,~~500 wecompanies. ~~continued~~ Due to ~~expand~~Triller’s ~~our~~limited ~~distribution~~operating history, ~~footprint~~many Brands only recently started working with ~~the~~Triller’s ~~establishment~~Technology ~~and~~Platform ~~expansion~~solutions ofand spend a ~~number~~relatively small portion of ~~additional~~their ~~distribution~~overall ~~channels,~~advertising ~~collectively known~~budget aswith ~~our~~Triller ~~Alternative~~In ~~Distribution~~addition, ~~Business.~~some ~~These~~Brands ~~distribution~~may ~~channels~~view ~~are~~some ~~targeted~~of atTriller’s ~~specific~~Technology ~~customer~~Platform ~~segments~~offerings as experimental and/ unproven or ~~capturing specific~~prefer ~~distribution~~certain ~~opportunities~~of Triller’s products over others.

~~During~~Triller has ~~2023~~made, weand ~~continued~~are continuing to make, ~~significant~~ investments ~~into~~to ~~developing~~enable ~~and~~Creators ~~expanding our financial advisors salesforce, broadening~~ and ~~deepening~~Brands ~~the~~to ~~product~~deliver ~~range,~~relevant ascontent ~~well~~to asconsumers ~~upgrading~~on Triller’s ~~the~~Technology ~~supporting infrastructure~~Platform. ~~Our~~If ~~infrastructure~~Triller ~~not~~fails ~~only~~to ~~supports~~continue ~~the~~to ~~financial~~innovate ~~consultants~~and inimprove ~~engaging~~on ~~with~~its ~~their~~Technology ~~customers~~Platform, itits ~~also provides~~business ~~extensive~~may ~~operational~~be ~~support~~harmed. inNew technologies, ~~relation~~products toand ~~the~~services ~~processing~~are ofdriving ~~transactions,~~rapid ~~associated~~changes ~~payment~~in ~~flows,~~consumer asbehavior ~~well~~ as ~~after-sales services.~~consumers ~~Building~~seek ~~our~~more ~~infrastructure~~control ~~required~~over ~~substantial investments into technological~~when, ~~operational~~where and ~~financial systems, as well~~ ashow ~~the~~they ~~development~~consume ofcontent ~~comprehensive operational~~ and ~~support~~access ~~teams~~communications ~~(operations support, customer~~ services~~, payments, etc~~.). ~~Since~~These ~~many of~~technological ~~the~~advancements ~~financial~~and ~~products~~changes ~~offered~~in toconsumer ~~our~~behavior ~~customers~~and/or Triller’s ~~are~~failure ~~regulated,~~to oneffectively ~~top~~anticipate ofor ~~the~~adapt ~~various~~to ~~operational~~such ~~requirements~~changes, wecould ~~have~~reduce ~~built~~Triller’s ~~significant internal~~subscriber ~~capabilities~~activations inand ~~the~~increase Triller’s ~~areas~~user ofchurn ~~risk~~rate, and ~~internal~~could ~~control,~~have asa ~~well~~material asadverse ~~legal~~effect ~~and~~on ~~compliance~~Triller’s tobusiness, ~~ensure~~results ~~an appropriate level~~ of ~~regulatory~~operations, financial ~~compliance~~condition and ~~supervision~~cash flow.

~~As a result of our efforts to expand our distribution capabilities and improve our supporting infrastructure, we have successfully developed these inter-related strategic assets:~~45

●Moreover, Triller ~~Vast~~relies ~~customer~~heavily ~~base~~on its ability to collect and disclose data and metrics to its Brands so Triller can attract new Brands and retain existing Brands. Any restriction or inability, whether by law, regulation, policy, or other reason, to collect and disclose data and metrics which Triller’s Brands find useful would impede Triller’s ability to attract and retain Brands. Regulators around the world are increasingly scrutinizing and regulating the collection, use, and sharing of personal data related to advertising, which could materially impact Triller’s revenue and seriously harm Triller’s business. For example, the European Union’s General Data Protection Regulation (“EU GDPR”) and the United Kingdom’s GDPR (“UK GDPR”) expanded the rights of individuals to control how their personal data is collected and processed, and placed restrictions on the use of personal data of younger minors. The processing of personal data for personalized advertising under EU GDPR and UK GDPR continues to be under increased scrutiny from European regulators, which includes ongoing regulatory action against large technology companies like Triller’s, the outcomes of which may be uncertain and subject to appeal. The European Digital Services Act (“DSA”) prohibits targeted advertising to minors based on the profiling of personal information in ~~Hong~~the ~~Kong~~European Union. Other European legislative proposals and ~~growing~~present ~~customer~~laws ~~base~~and regulations may also apply to Triller’s or Triller’s advertisers’ activities and require significant operational changes to Triller’s business. For example, it is anticipated that the ePrivacy Regulation and national implementing laws will replace the current national laws implementing the ePrivacy Directive, which could have a material impact on the availability of data Triller relies on to improve and personalize its products and features. Outside of Europe, other laws further regulate behavioral, interest-based, or targeted advertising, making certain online advertising activities more difficult and subject to additional scrutiny. For example, in ~~Mainland~~the ~~China~~United States, the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act of 2020 (“CPRA”) place additional requirements on the handling of personal data for us, Triller’s partners, and Triller’s advertisers, such as granting California residents the right to opt-out of a company’s sharing of personal data for certain advertising purposes in exchange for money or other valuable consideration. Other states are considering similar legislation. Moreover, individuals are also becoming increasingly aware of and resistant to the collection, use, and sharing of personal data in connection with advertising. Individuals are becoming more aware of options related to consent and other options to opt-out of such data processing, including through media attention about privacy and data protection.

●Further, Triller ~~State-~~may experience media, legislative, or regulatory scrutiny of~~-the-art~~ ~~supporting~~its ~~infrastructure~~actions or decisions regarding user privacy, encryption, content, advertising and other issues, which may materially adversely affect Triller’s reputation and Triller’s relationship with its Brands.

●Triller believes ~~Relationships~~that ~~with~~a positive reputation concerning its Technology Platform is important in attracting and ~~access~~retaining Brands. In addition, Triller may fail to respond expeditiously or appropriately to objectionable practices by Creators users, or consumers, or to otherwise address user concerns or suffer reputational harm, which could erode confidence in Triller’s Brand partners. To the extent the content Triller produces, distribute or otherwise make available is perceived as low quality, offensive, harmful or otherwise not compelling to consumers and Brands, Triller’s ability to establish and maintain a ~~broad~~positive ~~range~~reputation may be adversely impacted and Triller may lose Brand relationships or fail to attract new Brands to its business. Similarly, other companies with similar technologies and platforms may fail to respond expeditiously or appropriately to objectionable practices on their respective platforms and may not otherwise address concerns from users, family members of ~~leading~~those ~~global~~users, ~~financial~~or ~~product~~the ~~providers~~broader public audience. If such other companies suffer public ridicule or reputational harm, such negative views could erode confidence in Triller’s Brand partners.

●Triller’s user ~~Deep~~growth, ~~market~~engagement, ~~knowledge~~and monetization on mobile devices depend upon effective operation with mobile operating systems, networks, technologies, products, and ~~understanding~~standards that Triller does not control.

●There is ~~Highly~~no ~~productive~~guarantee that popular mobile devices will continue to feature Triller’s products, or that mobile device users will continue to use Triller’s products rather than competing products. Triller is dependent on the interoperability of its products with popular mobile operating systems, networks, technologies, products, and standards that Triller does not control, such as the Android and iOS operating systems and mobile browsers. Changes, bugs, or technical issues in such systems, or changes in Triller’s relationships with mobile operating system partners, handset manufacturers, browser developers, or mobile carriers, or in the content or application of their terms of service or policies (which they have made in the past and continue to seek to implement) that degrade Triller’s products’ functionality, reduce or eliminate Triller’s ability to update or distribute its products, give preferential treatment to competitive products, limit its ability to deliver, target, or measure the effectiveness of advertisements, or charge fees related to the distribution of its products or its delivery of advertisements have in the past adversely affected, and could in the future adversely affect, the usage of its products and monetization on mobile devices. Additionally, in order to deliver high quality mobile products, it is important that Triller’s products work well with a range of mobile technologies, products, systems, networks, and standards that Triller does not control, and that Triller has good relationships with handset manufacturers, mobile carriers, and browser developers. Triller may not be successful in maintaining or developing relationships with key participants in the mobile ecosystem or in developing products that operate effectively with these technologies, products, systems, networks, or standards. In the event that it is more difficult for Triller’s users to access and use Triller’s products on their mobile devices, or if Triller’s users choose not to access or use Triller’s products on their mobile devices or use mobile products that do not offer access to Triller’s products, Triller’s user growth and user engagement could be harmed. From time to time, Triller may also take actions regarding the distribution of its products or the operation of its business based on what Triller believes to be in its long-~~trained~~term ~~salesforce~~best interests. Such actions may adversely affect Triller’s users and Triller’s relationships with the operators of mobile operating systems, handset manufacturers, mobile carriers, browser developers, other business partners, or advertisers, and there is no assurance that these actions will result in the anticipated long-term benefits. In the event that Triller’s users are adversely affected by these actions or if Triller’s relationships with such third parties deteriorate, Triller’s user growth, engagement, and monetization could be adversely affected and Triller’s business could be harmed. Triller has in the past experienced challenges in operating with mobile operating systems, networks, technologies, products, and standards that Triller does not control, and any such occurrences in the future may negatively impact Triller’s user growth, engagement, and monetization on mobile devices, which may in turn materially and adversely affect Triller’s business and financial results.

~~We will continue to capitalize on these core strategic assets and match them with the emerging opportunities in our three core industries (life insurance, wealth management and healthcare).~~46

~~For the year ended December 31, 2023, the Company~~Unfavorable ~~made~~media ~~$48.9~~coverage ~~million~~has ~~from commission~~ in the ~~Distribution~~past ~~Business.~~and ~~The~~could ~~revenue~~in ~~attributed to~~ the ~~Company~~future ~~during~~materially ~~2023~~adversely ~~only~~affect ~~captured~~Triller’s anbusiness, ~~insignificant portion~~brand ofimage ~~the~~or ~~revenues actually generated by the financial advisors currently associated with Focus~~reputation.

WeTriller receives ~~will~~a ~~continue~~high todegree ~~widen~~of ~~our~~media ~~distribution~~coverage. ~~footprint~~ Unfavorable publicity and/or ~~actively~~false ~~explore~~media ~~further~~reports ~~opportunities~~regarding tous, ~~develop~~Triller’s ~~partnerships~~privacy ~~and~~practices, data ~~generate~~security ~~customer~~compromises ~~leads~~or onbreaches, ~~the~~product ~~ground~~changes, inproduct ~~Mainland~~quality, ~~China~~litigation or regulatory activity, asincluding ~~well~~any intellectual asproperty ~~refining~~proceeding, ~~our~~or ~~abilities~~regarding tothe ~~service~~actions ~~our~~of ~~customer~~Triller’s ~~base.~~partners, WeTriller’s ~~expect~~Creators, ~~sales~~Triller’s ~~volumes~~Brands toor ~~return~~consumers, Triller’s toemployees ~~the~~or ~~levels~~other ~~previously~~companies ~~recorded~~in Triller’s industry, ~~prior~~has to in the ~~pandemic~~past ~~period,~~and ~~especially~~could ~~with~~in the ~~re-opening~~future adversely affect Triller’s brand image or reputation. For example, there have been news articles discussing allegations against Triller for Triller’s nonpayment of ~~the~~fees, ~~Mainland~~including ~~border~~articles discussing Triller’s litigation with Sony Music Entertainment and ~~the~~Universal ~~ongoing~~Music ~~integration~~Publishing ofGroup, which ~~Hong~~may ~~Kong~~adversely ~~into~~affect Triller’s brand image or reputation. For more information, see discussion of the ~~Greater~~Sony Music Litigation ~~Bay~~under ~~area~~“Description of Triller’s Business — Legal Proceedings.”

40If Triller fails to protect its brand image or reputation, Triller may experience material adverse effects to the size, demographics, engagement, and loyalty of Triller’s Creator and user base or Brand relationships, resulting in decreased revenue, fewer app installs (or increased app uninstalls), or slower user growth rates. In addition, if securities analysts or investors perceive any media coverage of us, or other companies with similar technologies and platforms, to be negative, the value of Triller’s Series A common stock (and, after the closing of the Merger, of Triller Common Stock) may be materially adversely affected. Any of the foregoing could materially adversely affect Triller’s business, financial condition and results of operations.

~~Platform~~Triller’s market ~~Business~~is competitive and dynamic. Triller faces and will continue to face significant competition for Creators, Brands and consumers, which could result in reduced profit margins and loss of market share.

~~The~~Triller faces ~~Platform~~robust ~~business,~~and ~~through~~rapidly ~~OPH~~evolving ~~and~~competition in all aspects of its ~~subsidiaries~~business, including from companies that allow users to share and isdiscover acontent ~~one-stop~~and/or ~~financial~~that ~~supermarket~~enable ~~with~~Creators aand ~~breadth~~Brands ofto ~~products~~use content platforms to reach customers, such as Apple, Alphabet (including Google and ~~services~~YouTube), ~~that~~Amazon, isSnapchat, ~~unrivaled~~Facebook in(including ~~Hong~~Instagram), ~~Kong~~ByteDance ~~sourced~~(including ~~from~~TikTok), ~~leading~~ESPN+, ~~global~~BT Sport, Kayo Sports, Klaviyo ~~product~~and ~~providers~~Showtime, among others.

~~The~~Triller competes ~~Platform~~to ~~Business~~attract, ~~was~~engage ~~set~~and upretain tousers ~~take~~against ~~advantage~~current and potential competitors, both globally and in particular geographic regions where it operates. These competitive risks are heightened because some of ~~the~~Triller’s ~~decades-long~~competitors ~~experience~~have wemore ~~built~~extensive uphardware, insoftware, and ~~supporting~~service ~~the~~offerings, ~~largest~~longer ~~financial~~histories, ~~advisors~~larger ~~salesforce~~user bases, increased brand recognition, more experience in ~~Hong~~the ~~Kong~~markets in which Triller competes and greater overall resources than Triller. WeThese ~~were~~advantages ~~already~~enable ~~servicing a~~them ~~large~~to ~~pool~~devote ofmore ~~customers~~financial resources to technology, infrastructure, fulfillment and marketing, which in ~~the~~turn ~~process,~~enables ~~built~~them upto offer competitive services at little or no profit or even at a ~~wide~~loss. ~~library~~For ofexample, prominent, ~~world~~well-funded ~~class~~competitors ~~financial~~like ~~products~~Apple, Google, and ~~constructed~~Amazon have a ~~state-of-~~competitive advantage because they can leverage the~~-art~~ substantially ~~technological~~broader product offerings in their ecosystem to gain subscribers through bundled offers and ~~operational~~to ~~infrastructure~~monetize users. Additionally, Triller’s current and future competitors have engaged and will continue to engage in mergers or acquisitions with each other to combine and leverage their broad audiences, content and capabilities.

~~The~~Relatedly, Triller ~~Platform~~competes ~~Business~~for ~~now~~users ~~operates~~based ~~this~~on ~~full-service~~its presence and visibility as compared with other businesses and platforms that deliver audio and ~~platform~~video ~~under~~content ~~its~~through ~~“OnePlatform”~~the ~~brand~~internet and ~~has~~connected ~~opened~~devices. itTriller upfaces tosignificant ~~banks,~~competition ~~other~~for ~~financial~~users ~~institutions,~~from ~~family~~companies ~~offices,~~promoting ~~brokers,~~their ~~and~~own ~~individual~~digital ~~independent~~content ~~financial~~online ~~advisors~~or ~~that~~through ~~are~~application ~~looking~~stores, ~~for~~including ~~support~~large, inwell-funded, ~~advising~~ and ~~serving~~seasoned ~~their~~participants ~~retail~~in ~~clients~~the digital media market.

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.47

InTriller also ~~addition~~faces increasing competition because of new or emerging technologies and changes in market conditions. Triller’s current and future competitors have introduced, and may continue to ~~its~~introduce, ~~unrivaled~~new ~~product-shelf~~ways of consuming or engaging with content, such as ByteDance, that cause Triller’s users, especially the younger demographic, to switch to another product, which would negatively affect Triller’s ~~Platform~~user ~~Business~~retention, ~~offers~~growth, ~~digital~~and engagement. As the market for on-~~enabled~~demand video ~~sales~~on ~~management~~the internet and ~~support~~mobile ~~solutions~~and connected devices increases, new competitors, business ~~operations~~models ~~support,~~and ~~comprehensive~~solutions ~~customer~~are likely to emerge. Triller believes that companies with a combination of ~~services~~technical expertise, brand recognition, financial resources and ~~training~~digital ~~support~~media experience pose a significant threat of developing competing on-demand distribution technologies.

~~Currently~~Additionally, Triller ~~our~~competes ~~platform~~for ~~financial~~a ~~services~~share ~~and investment~~of ~~products~~advertisers’ ~~mainly~~overall ~~comprise~~marketing ~~mutual~~budgets ~~fund~~with ~~distributions,~~other ~~portfolio~~content ~~management~~providers on a variety of factors, ~~money~~including perceived ~~lending~~return on investment, ~~insurance~~effectiveness and ~~Mandatory~~relevance ~~Provident Fund~~of ~~(MPF)~~Triller’s advertising products and content offering, pricing structure, and ~~international~~ability ~~real~~to ~~estate~~deliver ~~referral~~large volumes or precise types of advertisements to targeted user demographic pools. Triller also competes for advertisers with a range of internet companies, including major internet portals, search engine companies, social media sites and ~~brokerage~~mobile applications, ~~services~~as well as traditional advertising channels such as terrestrial radio and television.

Filing Compare · Triller Group Inc.