| SUBSEQUENT EVENTS |
NOTE 26
— SUBSEQUENT EVENTS
In accordance with ASC Topic 855, “Subsequent
Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before the consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after
December 31, 2024, up to the date that the audited consolidated financial statements were available to be issued.
| (i) | In January and April 2025, the Company issued an aggregate
of 603,839 shares of common stock to the directors and officers of the Company under the Share Award Scheme, whose shares were vested
in 2023. |
| (ii) | In January and April 2025, the Company issued an aggregate
of 823,642 shares of common stock to the employees of the Company to compensate for the contributions of their services and performance,
at a price range from $1.072 to $2.532 per share. |
| (iii) | In February and March 2025, the Company issued an aggregate of 348,745 shares of common stock to certain consultants to compensate for their services rendered, at a price range from $1.00 to $1.872 per share. |
| (iv) | In March 2025, the Company issued 155,000 shares of common stock at a price of $2.529 per shares to the Chief Operating Officer of the Company for loan settlement. |
| (v) | In March 2025, the Company issued 11,807,332 shares of common stock to Giant Wisdom Ventures Limited, a company controlled by its controlling stockholder, in relation to the Merger Transaction (see Note 4(b)). |
| (vi) | In April 2025, the Company issued an aggregate 304,478 shares of common stock to the employees of Triller Corp. under the share award scheme of Triller Corp. |
| (vii) | In March 2025, the Company entered into a Settlement and Release Agreement with 13080 Advisors LLC (“13080”) to dismiss the arbitration against the Company. The Company agreed to issue a total of 9,682,500 shares of common stock in three installments and pay a consideration of $2.04 million on or before December 31, 2025. As part of the payment, the Company transferred 285,353 units of Investment H in exchange for reducing 1,350,000 shares of common stock. | | | | | | In April 2025, the Company issued 3,227,500 shares of common stock to 13080 Advisors LLC as the first installment. |
| (viii) | On April 11, 2025, the Company entered into a Convertible Note Purchase Agreement (“NPA”) with an independent third party pursuant to which the Company (i) issues a convertible note in the principal amount of approximately $10.0 million (the “Note”), (ii) issues a warrant to purchase 10,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share (the “Warrant”), (iii) executes and delivers a registration rights agreement, and (iv) executes and delivers a termination agreement to terminate a securities purchase agreement dated January 24, 2025. The Note matures in two years after its date of issuance with an interest rate of U.S. Prime Rate plus 2% per annum payable at maturity. The Note will be convertible into the Company’s common stock at a 20% discount to the 5-day daily dollar volume weighted average price of the common stock of the Company. The Warrant will be exercisable in a year after the Company’s next qualified equity financing with a term of five years. |
| (ix) |
On April 17, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2024. The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025. |
| (x) |
On May 20, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company failed to comply with Nasdaq Listing Rule 5250(c)(1) as the Company failed to timely file its quarterly report on Form 10-Q for the period ended March 31, 2025. The Notice had no immediate effect but, before June 16, 2025, the Company was required to submit a plan to Nasdaq to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, Nasdaq will grant the Company up to 180 calendar days from the filing due date to regain compliance. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. On August 19, 2025, Nasdaq accepted the Company’s plan to regain the compliance by October 13, 2025. |
| (xi) | On June 20, 2025, Yorkville effected a foreclosure under the Triller
Pledge Agreement. This action was undertaken by Yorkville following its allegations of various events of default by the Company under
the terms of the Yorkville Convertible Promissory Note, dated June 28, 2024, and other related transaction documents, including the Second
A&R SEPA. Yorkville had previously sought to accelerate payment of all amounts due under the Yorkville Convertible Promissory Note.
Although the Company has not received a formal notice of foreclosure from Yorkville, the Company became aware through a transfer agent
statement that 3,000,000 shares of common stock of BKFC, previously pledged by Triller Hold Co LLC as collateral, were transferred to
Yorkville on June 20, 2025. These 3,000,000 shares represented a 17.66% ownership interest in BKFC as specifically pledged to Yorkville
as of June 20, 2025. As a direct result of this transfer, the Company’s beneficial ownership in BKFC became 38.13%, based on BKFC’s
total outstanding shares. Following this change in ownership, the majority stockholders of BKFC approved amendments to BKFC’s certificate
of incorporation and its Stockholders Agreement, which included the removal of the Company’s board designation rights. These amendments
became effective on July 1, 2025. |
| (xii) | On June 30, 2025, the Company received a written notice (the “Notice”) from Nasdaq, notifying that the Company had publicly traded under $1.00 per share for a period of 30 consecutive trading days or more, which failed to comply with Nasdaq Listing Rule 5550(a)(2) and Nasdaq Listing Rule 5810(c)(3)(A). The Notice had no immediate effect but, before December 29, 2025, the Company was required to regain compliance by trading at least $1.00 per share for a minimum of 10 consecutive trading days. Otherwise, after the date, subject to other requirements and conditions, the Company may proceed to delisting procedures. As of the date of the consolidated financial statements, the Company is still consecutively trading under $1.00, directors of the Company are investigating actions, where appropriate, to regain the compliance, by December 29, 2025. | | (xiii) | On June 30, 2025, the Company and Green Ventures entered into Amendment No. 5 to the Green Ventures Note, in which Green Ventures agreed to (i) amend certain terms and conditions of the Green Ventures Note, including reducing the interest rates for the Green Ventures Note to 8%, reducing the rate of the default interest rate to 11%, extending the maturity date to June 6, 2026 and (ii) waive all existing events of default under the Green Ventures Note (collectively, the “Requested Amendments and Waivers”). As consideration for granting the Requested Amendments and Waivers, Triller has agreed to provide additional collateral to secure the outstanding obligations under the Green Ventures Note, and to procure its affiliate, TAG Technologies, to guarantee the due and punctual performance and payment obligations under the Green Ventures Note. |
| (xiv) |
On October 14, 2025, the Company received a delisting determination letter (the “Determination Letter”) from Nasdaq indicating that, unless the Company timely requests a hearing before the Nasdaq Hearings Panel (the “Panel”), the Company’s common stock would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on October 23, 2025 due to the Company’s non-compliance with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Listing Rule”) for its failure to timely file its Form 10-K for the year ended December 31, 2024, and its Forms 10-Q for the periods ended March 31, 2025 and June 30, 2025, respectively. The Company has requested to appeal the delisting determination and will attend the hearing to demonstrate its ability to regain and sustain long-term compliance.
On November 17, 2025, the Company received an additional delisting determination letter (the “Additional Determination Letter”) from Nasdaq indicating that since it failed to timely file its Form 10-Q for the period ended September 30, 2025, this serves as an additional basis for delisting.
Following a hearing held on November 25, 2025, the Panel has granted the Company an exception period subject to the Company satisfying the following conditions: |
| ● | File 2024 Form 10-K and delinquent Forms 10-Q for the quarters
ended March 31, June 30, and September 30, 2025 on or before December 24, 2025; |
| ● | Regain compliance with the $1.00 minimum bid-price requirement
on or before February 27, 2026; and |
| ● | File its 2025 Form 10-K on or before March 31, 2026. |
| (xv) |
On December 26, 2025, the Company received a determination letter from the Panel confirming the suspension trading on the Nasdaq Stock Market effective at the opening of the market on December 30, 2025 and delisting of the Company’s securities. This decision stems from the Company not having been able to file two periodic reports by a deadline of December 24, 2025 set by the Panel. |
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