| PARENT ONLY FINANCIAL INFORMATION |
NOTE 27
— PARENT ONLY FINANCIAL INFORMATION
The Company performed a test on the restricted
net assets of consolidated subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 5-04 and concluded that
it was applicable for the Company to disclose the financial statements for Triller Group Inc., the parent company.
The Company did not have significant capital and
other commitments, long-term obligations, or guarantees as of December 31, 2024 and 2023. Certain information and footnote disclosures
generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. The following presents condensed parent
company only financial information of Triller Group Inc.
| |
As of December 31, | |
| | |
2024 | | |
2023 | |
| ASSETS | |
| | |
| |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 3 | | |
$ | 130 | |
| Amounts due from stockholder | |
| — | | |
| 133 | |
| Amounts due from subsidiaries | |
| 66,088 | | |
| 909 | |
| Promissory notes receivable, related party | |
| 33,949 | | |
| — | |
| Prepayments | |
| 155 | | |
| 453 | |
| Total current assets | |
| 100,195 | | |
| 1,625 | |
| | |
| | | |
| | |
| Non-current assets: | |
| | | |
| | |
| Investments in subsidiaries | |
| 785,733 | | |
| — | |
| Total non-current assets | |
| 785,733 | | |
| — | |
| | |
| | | |
| | |
| TOTAL ASSETS | |
$ | 885,928 | | |
$ | 1,625 | |
| | |
| | | |
| | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Other payable and accrued liabilities | |
$ | 8,930 | | |
$ | 3,739 | |
| Borrowings | |
| 32,552 | | |
| | |
| Borrowings, related party | |
| 18,443 | | |
| — | |
| Warrant liabilities | |
| 977 | | |
| — | |
| Total current liabilities | |
| 60,902 | | |
| 3,739 | |
| | |
| | | |
| | |
| TOTAL LIABILITIES | |
| 60,902 | | |
| 3,739 | |
| | |
| | | |
| | |
| Commitments and contingencies (Note 25) | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ equity (deficit)*: | |
| | | |
| | |
| Preferred stock, $0.001 par value, 100,000,000 shares authorized | |
| | | |
| | |
| Series A-1 preferred stock, $0.001 par value, 50,000,000 and nil shares authorized, 11,801,804 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively | |
| 12 | | |
| — | |
| Series B preferred stock, $0.001 par value, 50,000,000 and nil shares authorized, 30,851 shares and nil issued and outstanding as of December 31, 2024 and 2023, respectively | |
| — | ** | |
| — | |
| Common stock, $0.001 par value; 150,000,000,000 and 484,125,000 shares authorized, 138,143,817 and 33,240,991 shares issued and outstanding as of December 31, 2024 and 2023, respectively# | |
| 138 | | |
| 69 | |
| Series A-1 preferred stock to be issued | |
| 12 | | |
| — | |
| Common stock to be issued# | |
| 15 | | |
| 5 | |
| Common stock held in escrow | |
| 24 | | |
| — | |
| Additional paid-in capital | |
| 909,806 | | |
| 19,507 | |
| Accumulated deficit | |
| (84,981 | ) | |
| (21,695 | ) |
| Total stockholders’ equity (deficit) | |
| 825,026 | | |
| (2,114 | ) |
| | |
| | | |
| | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | |
$ | 885,928 | | |
$ | 1,625 | |
| | # | Giving retroactive effect to the forward stock split and reverse stock split (see Note 19) |
| | * | Giving retroactive effect to the AGBA Domestication completed on October 15, 2024 (see Note 1) |
| | ** | Less than $1,000 |
| |
For the years ended December 31, | |
| | |
2024 | | |
2023 | |
| Operating cost and expenses: | |
| | |
| |
| Stock-based compensation expense | |
$ | (51,671 | ) | |
$ | (9,933 | ) |
| Other general and administrative expenses | |
| (11,066 | ) | |
| (3,764 | ) |
| Total operating cost and expenses | |
| (62,737 | ) | |
| (13,697 | ) |
| | |
| | | |
| | |
| Loss from operations | |
| (62,737 | ) | |
| (13,697 | ) |
| | |
| | | |
| | |
| Other income (expense): | |
| | | |
| | |
| Interest income | |
| 765 | | |
| — | |
| Interest expense | |
| (4,546 | ) | |
| — | |
| Interest expense, related party | |
| (231 | ) | |
| — | |
| Change in fair value of warrant liabilities | |
| 3,463 | | |
| 4 | |
| Change in fair value of forward share purchase liability | |
| — | | |
| (82 | ) |
| Loss on settlement of forward share purchase agreement | |
| — | | |
| (379 | ) |
| Sundry income | |
| — | | |
| 344 | |
| Total other income (expense), net | |
| (549 | ) | |
| (113 | ) |
| | |
| | | |
| | |
| Loss before income taxes | |
| (63,286 | ) | |
| (13,810 | ) |
| | |
| | | |
| | |
| Income tax expense | |
| — | | |
| — | |
| | |
| | | |
| | |
| NET LOSS | |
$ | (63,286 | ) | |
$ | (13,810 | ) |
| |
Years ended December 31, | |
| | |
2024 | | |
2023 | |
| Cash flows from operating activities: | |
| | | |
| | |
| Net loss | |
$ | (63,286 | ) | |
$ | (13,810 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities | |
| | | |
| | |
| Stock-based compensation expense | |
| 51,671 | | |
| 9,933 | |
| Change in fair value of warrant liabilities | |
| (3,463 | ) | |
| (4 | ) |
| Change in fair value of forward share purchase liability | |
| — | | |
| 82 | |
| Loss on settlement of forward share purchase agreement | |
| — | | |
| 379 | |
| Interest income from promissory note receivable, related party | |
| (765 | ) | |
| — | |
| Interest expenses on borrowings | |
| 4,777 | | |
| — | |
| | |
| | | |
| | |
| Change in operating assets and liabilities: | |
| | | |
| | |
| Prepayments | |
| 658 | | |
| (17 | ) |
| Other payables and accrued liabilities | |
| 6,399 | | |
| 1,161 | |
| Net cash used in operating activities | |
| (4,009 | ) | |
| (2,276 | ) |
| | |
| | | |
| | |
| Cash flows from investing activities: | |
| | | |
| | |
| Issuance of promissory notes receivable, related party | |
| (15,465 | ) | |
| — | |
| Net cash used in investing activities | |
| (15,465 | ) | |
| — | |
| | |
| | | |
| | |
| Cash flows from financing activities: | |
| | | |
| | |
| Advances to related companies | |
| (4,003 | ) | |
| (934 | ) |
| Proceeds from convertible promissory note payables | |
| 23,350 | | |
| — | |
| Settlement of forward share purchase agreement | |
| — | | |
| (13,953 | ) |
| Proceeds from private placement | |
| — | | |
| 1,850 | |
| Net cash provided by (used in) financing activities | |
| 19,347 | | |
| (13,037 | ) |
| | |
| | | |
| | |
| Net change in cash and cash equivalents | |
| (127 | ) | |
| (15,313 | ) |
| | |
| | | |
| | |
| BEGINNING OF YEAR | |
| 130 | | |
| 15,443 | |
| | |
| | | |
| | |
| END OF YEAR | |
$ | 3 | | |
$ | 130 | |
|