Description of Business

12 Months Ended

Dec. 31, 2024

NOTE 1 — DESCRIPTION OF BUSINESS

Organization

Triller Group Inc. (“ILLR”, “Triller”, or the “Company”) (formerly AGBA Group Holding Limited (“AGBA”)) was formed in the State of Delaware on October 15, 2024, to domicile the Company’s legal jurisdiction from British Virgin Islands to the State of Delaware. ILLR and its subsidiaries are hereinafter referred to as the “Company”.

Merger Transaction

On October 15, 2024 (the “Acquisition Date”), the Company consummated the merger transaction with Triller Corp., a Delaware corporation (“Triller Corp.”), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024 (as further amended, the “Merger Agreement”), by and between AGBA, its wholly owned subsidiary AGBA Social Inc. (“Merger Sub”), Triller Corp. and Bobby Sarnevesht, as sole representative of the Triller Corp. stockholders. Pursuant to the Merger Agreement, on the Acquisition Date, (a) AGBA domesticated to the United States as a Delaware corporation and changed its name to Triller Group Inc. (the “AGBA Domestication”), pursuant to which, among other things, all ordinary shares, par value $0.001 per share, of AGBA were automatically converted into the same number of shares of Triller Group Inc. common stock, as defined below, and (b) after giving effect to the AGBA Domestication, Merger Sub merged into Triller Corp., with Triller Corp. being the surviving corporation and a wholly owned subsidiary of Triller Group as of the Acquisition Date (such transaction referred herein as the “Merger Transaction”).

The AGBA Domestication has been treated as a corporate restructuring and thus the current capital structure has been retroactively presented in prior periods as if such structure existed as of the beginning of the first period presented in the accompanying consolidated financial statements. The Merger Transaction was accounted for using the acquisition method of accounting for business combinations (see Note 4).

Business Operation

Upon the completion of the Merger Transaction, the Company has become a company who operates a global, artificial intelligence (“AI”) powered technology platform (“Technology Platform”) that serves a broad constituency of creators and brands around the world. “Creators” include influencers, artists, athletes and public figures that utilize Triller’s Technology Platform to create and publish content. “Brands” are companies, products or product lines which are active on Triller’s Technology Platform and utilize or have utilized one or more of Triller’s products or services offered through Triller’s Technology Platform, or companies, products or product lines whose associated data Triller tracks, report on and make available to Triller’s clients as part of one or more of Triller’s product offerings.

Also, the Company remains the operation of a wealth and health platform which offers a wide range of financial service and products, covering life insurance, pensions, property-casualty insurance, stock brokerage, mutual funds and lending businesses in Hong Kong.

The accompanying consolidated financial statements reflect the activities of each of the subsidiaries as of December 31, 2024:

Name		Background	Ownership
TAG Asia Capital	●	British Virgin Islands company	100%
Holdings Limited	●	Incorporated on October 26, 2015
	●	Investment holding

OnePlatform Wealth	●	Hong Kong company	99.89%
Management Limited	●	Incorporated on February 5, 2003
	●	Provision of insurance and mandatory provident fund schemes brokerage services

OnePlatform Asset	●	Hong Kong company	100%
Management Limited	●	Incorporated on November 24, 1999
	●	Licensed by the Securities and Futures Commission of Hong Kong
	●	Provision of investment advisory, funds dealing, introducing broker, and asset management services

Kerberos (Nominee)	●	Hong Kong company	100%
Limited	●	Incorporated on April 20, 2007
	●	Provision of escrow services

OnePlatformCredit	●	Hong Kong company	100%
Limited	●	Incorporated on August 6, 1982
	●	Registered under the Hong Kong Money Lenders Ordinance
	●	Provision of money lending services

Hong Kong Credit	●	Hong Kong company	100%
Corporation Limited	●	Incorporated on March 16, 1982
	●	Registered under the Hong Kong Money Lenders Ordinance
	●	Provision of money lending services

TAG Technologies	●	British Virgin Islands company	100%
Limited	●	Incorporated on October 23, 2015
	●	Investment in financial technology business

AGBA Group Limited	●	Hong Kong company	100%
	●	Incorporated on November 28, 2019
	●	Operating as cost center for the Company

Triller Hold Co LLC	●	Delaware limited liability company	100%
	●	Incorporated on October 8, 2019
	●	Provision of advertising subscription and paid-per-view services

Truverse, Inc.	●	Delawarecorporation	100%
	●	Incorporated on December 13, 2021
	●	Provision of advertising and SaaS services

Juliusworks LLC	●	Delawarelimited liability company	100%
	●	Incorporated on November 11, 2022
	●	Provision of SaaS services

Flipps Media Inc.	●	Delawarecorporation	100%
	●	Incorporated on June 14, 2013
	●	Provision of advertising subscription and paid-per-view services

The Company has not included the names of particular subsidiaries because the unnamed subsidiaries would not have constituted significant subsidiaries as of December 31, 2024.