ILLR 10-K & 10-Q changes, risk factors and insider trading
Triller Group Inc. (also ILLRW) · Nasdaq · Investment Advice · CIK 1769624 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Triller has material weakness in internal control over financial reporting”
New heading “Auditor Transition Risk”
New heading “Inability to Adequately Fund Legal Defence”
New heading “Our shares were delisted from Nasdaq, and while we are seeking to resume trading on Nasdaq, there can be no assurance that our shares will be reinstated or that trading will resume on a timely basis, or at all.”
New heading “Substantial Doubt About Our Ability to Continue as a Going Concern”
Removed heading “The loss of a large customer could have an adverse effect on Triller’s business.”
Removed heading “Planned expansion of Triller’s operations into new products, services and technologies, including content categories, is inherently risky and may subject Triller to additional business, legal, financial and competitive risks.”
Largest changes
“WWC, P.C. is headquartered in California and has been inspected by the PCAOB on a regular basis. The management of ILLR believes, 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 Kong-based auditors. WWC, P.C. is not included in the list of determinations announced by the PCAOB on December 21, 2021 in their HFCA Act Determination Report under PCAOB Rule 6100. …”see in full comparison
“Our ability to continue as a going concern is dependent on our ability to raise additional capital and to successfully implement our operating plan. There can be no assurance that we will be able to obtain financing on acceptable terms, or at all. If we are unable to raise sufficient capital when needed, we may be required to curtail or discontinue our operations, pursue a sale of assets, seek protection under bankruptcy laws, or cease operations entirely. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”see in full comparison
“Our shares were delisted from Nasdaq, and while we are seeking to resume trading on Nasdaq, there can be no assurance that our shares will be reinstated or that trading will resume on a timely basis, or at all.”see in full comparison
“If we are unable to remediate the material weakness, or if additional material weaknesses are identified in the future, it could adversely affect our ability to comply with our reporting obligations under the Exchange Act, result in restatements of previously issued financial statements, impair investor confidence, and limit our ability to access the capital markets.”see in full comparison
“Triller has material weakness in internal control over financial reporting”see in full comparison
“Substantial Doubt About Our Ability to Continue as a Going Concern”see in full comparison
Full comparison: every changed paragraph (31)
Our auditor, Enrome LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in Singapore, and is currently subject to inspection by the PCAOB on a regular basis. As of the date of this annual report, the PCAOB has not yet issued an inspection report for Enrome LLP.
WWC,
P.C. is headquartered in California and has been inspected by the PCAOB on a regular basis. The management of ILLR believes, 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 Kong-based auditors.
WWC, P.C. is not included in the 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 PCAOB signed a Statement of Protocol, or the Protocol, governing inspections and investigations of audit firms based
in China and Hong Kong. Pursuant to the Protocol, the PCAOB 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 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, 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.
Triller has material weakness in internal control over financial reporting
We have identified a material weakness in our internal control over financial reporting relating to the accounting treatment for our investment in Bare Knuckle Fighting Championships, Inc. (“BKFC”). Specifically, we lacked accounting personnel with the appropriate level of knowledge and experience to assess whether the Company continued to exercise significant influence over BKFC following certain changes in our ownership interest, resulting in the incorrect consolidation of BKFC’s results in our financial statements rather than accounting for the investment at cost less impairment under ASC 321.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or quarterly financial statements will not be prevented or detected on a timely basis. While management has initiated remediation efforts, including engaging external subject matter experts and implementing additional training and review procedures, there can be no assurance that these measures will be sufficient to remediate the material weakness or prevent future material weaknesses from being identified.
If we are unable to remediate the material weakness, or if additional material weaknesses are identified in the future, it could adversely affect our ability to comply with our reporting obligations under the Exchange Act, result in restatements of previously issued financial statements, impair investor confidence, and limit our ability to access the capital markets.
Auditor Transition Risk
During the fiscal year ended December 31, 2025, we transitioned our independent registered public accounting firm from WWC, P.C. (PCAOB ID 1171) to Enrome LLP (PCAOB ID 6907). Transitions between audit firms require the new auditor to perform onboarding procedures, develop an understanding of the company’s accounting policies, internal controls and business operations, and perform its own independent audit procedures. These requirements may result in compressed audit timelines, increased audit fees, and potential delays in the filing of periodic reports with the SEC.
The Company has previously experienced significant delays in its periodic filings, and the auditor transition has contributed to compressed timelines for the completion of the FY2025 audit. There can be no assurance that the transition will not result in further filing delays or that issues may not be identified during the new auditor’s review that were not previously flagged by the predecessor auditor.
Inability to Adequately Fund Legal Defence
We are party to multiple significant litigation matters, as described in Item 3 and Note 21 to the consolidated financial statements, involving aggregate claimed damages substantially in excess of our current liquid resources. These matters include, among others, claims by Yorkville (approximately $38.1 million), outstanding music licensing obligations ($30.0 million), and numerous other claims from former officers, vendors and counterparties.
Our current liquidity position may limit our ability to adequately fund the defence of these matters. If we are unable to retain or compensate legal counsel, we face an increased risk of default judgments, adverse rulings on procedural motions, and unfavourable settlements. Any such outcomes could materially increase our liabilities and further impair our financial condition.
The
loss of a large customer could have an adverse effect on Triller’s business.
As
of December 31, 2024, Triller had 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 controlled 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 a monthly 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 its exposure to credit risk by performing ongoing evaluation of its customers’ credit worthiness and the amount of credit
extended to 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.
Planned
expansion of Triller’s operations into new products, services and technologies, including content categories, is inherently risky
and may subject Triller to additional business, legal, financial and competitive risks.
Triller
currently focus its operations on its AI powered Technology Platform, which provides content creation and distribution (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.
Triller
cannot be certain
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 costcosts to Triller. Triller may also be subject to liability or claims related to
such spamming activity.
Moreover,
Triller competes
with other forms of entertainment and leisure activities. While Triller monitors general market conditions, significant
shifts in consumer demand
demands that could materially alter public preferences for different forms of entertainment and leisure activities
are difficult to predict.
Failure to adequately identify and adapt to these competitive pressures could have a negative impact on Triller’s
business.
Our shares were delisted from Nasdaq, and while we are seeking to resume trading on Nasdaq, there can be no assurance that our shares will be reinstated or that trading will resume on a timely basis, or at all.
On October 14, 2025, we received a delisting determination letter, and on November 17, 2025, an additional delisting determination letter, from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that we were not in compliance with Nasdaq Listing Rule 5250(c)(1) due to our failure to timely file our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Reports on Form 10-Q for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025.
We requested a hearing before the Nasdaq Hearings Panel (the “Panel”), which was held on November 25, 2025. On December 3, 2025, the Panel issued a decision granting us an exception to continue our shares on Nasdaq, subject to specified conditions, including that we (i) bring current our past-due filings by December 24, 2025, (ii) demonstrate compliance with Nasdaq’s $1.00 per share minimum bid price requirement by February 27, 2026, and (iii) file our Annual Report on Form 10-K for the year ended December 31, 2025 by March 31, 2026. We requested an extension of the December 24, 2025 filing deadline; however, on December 26, 2025, we received a notice from the Nasdaq Hearings Panel (“Panel”) stating that the Panel had determined to delist our shares from Nasdaq and that trading in our shares on Nasdaq would be suspended effective with the open of the market on December 30, 2025. On January 9, 2026, we appealed the Panel’s decision to the Nasdaq Listing and Hearing Review Council (the “Listing Council”). On March 24, 2026, the Listing Council issued a decision modifying the Panel’s delisting determination, providing that if we file our Annual Report on Form 10-K for the year ended December 31, 2025 by March 31, 2026, or by April 15, 2026 in reliance on SEC Rule 12b-25, trading in our shares will resume on Nasdaq on the following trading day, subject to timely notice by us to Nasdaq’s Listing Qualifications Staff. If we fail to file within that timeframe, our shares will be immediately delisted with no further right of appeal.
There can be no assurance that we will be able to meet the conditions set forth by the Listing Council within the prescribed timeframes, or at all. Even if trading in our shares resumes on Nasdaq, we may face future compliance challenges, including compliance with Nasdaq’s continued listing standards. If we fail to regain or maintain listing on Nasdaq, our shares could remain delisted, which could materially and adversely affect the liquidity, market price, and volatility of our shares, limit investors’ ability to buy and sell its securities, reduce analyst coverage and investor interest, and impair our ability to raise capital or use our shares as consideration in strategic transactions. Any of these consequences could have a material adverse effect on our business, financial condition, results of operations, and prospects.
Substantial Doubt About Our Ability to Continue as a Going Concern
Our consolidated financial statements have been prepared assuming we will continue as a going concern. However, as disclosed in Note 3 to the consolidated financial statements, there is substantial doubt about our ability to continue as a going concern.
For the year ended December 31, 2025, we reported a net loss of approximately $174.5 million and net cash outflows from operating activities of approximately $25.9 million. As of December 31, 2025, we had a working capital deficit of approximately $346.0 million, an accumulated deficit of approximately $1,378.2 million, and a stockholders’ deficit of approximately $328.1 million. As of the date of issuance of these financial statements, the Company has not repaid certain short-term loans, exchangeable notes and convertible promissory notes, all of which are past due and considered in default.
Our ability to continue as a going concern is dependent on our ability to raise additional capital and to successfully implement our operating plan. There can be no assurance that we will be able to obtain financing on acceptable terms, or at all. If we are unable to raise sufficient capital when needed, we may be required to curtail or discontinue our operations, pursue a sale of assets, seek protection under bankruptcy laws, or cease operations entirely. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
If our auditors include a going concern qualification or explanatory paragraph in their report, it could further impair our ability to raise capital, maintain vendor and partner relationships, and retain key personnel.
There
has been significant volatility in the market price and trading
volume of equity securities, which may be unrelated to the financial
performance of the companies issuing the securities. These broad
market fluctuations could negatively affect the market price of our
stock. The market price and volume of our ordinarycommon sharesstocks could fluctuate,
and in the past has fluctuated, more dramatically than the
stock market in general. Stockholders may not be able to resell their shares
at or above the price 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:
We
intend to retain our future earnings, if any, to finance the expansion
of our business and do not expect to pay any cash dividends in
the foreseeable future. As a result, the success of an investment in our
common ordinary sharesstocks will depend entirely upon any future share price
appreciation. There is no guarantee that our ordinarycommon sharesstocks will appreciate
in value or even maintain the price at which our stockholders
purchased their shares.
TheWe are not currently aware of any securities or industry analysts that
actively publish research reports about our company. Following the suspension and delisting of our common stock from the Nasdaq Stock
Market, we may have lost visibility in the financial markets, which could cause our share price or trading volume to decline further if
and when trading resumes. There can be no assurance that analyst coverage will resume even if our securities are relisted. The trading
market for our ordinarycommon sharesstocks will depend on the research and reports that securities or industry analysts publish about us
or our business.
We do not have any control over these analysts. There can be no assurance that analysts will cover us or provide favorable
coverage. If
one or more of the analysts who cover us downgrade our stock or change their opinion of our stock, our share price would
likely decline.
If one or more of these analysts cease coverage of the Company or fail to regularly publish reports on the Company, we
could lose visibility
in the financial markets, which could cause our share price or trading volume to decline.
Management's Discussion & Analysis (MD&A)
New heading “Comparison of the Years Ended December 31, 2025 and 2024:”
Removed heading “Comparison of the Years Ended December 31, 2024 and 2023:”
Removed heading “Financial services and Corporate”
Removed heading “Financial services and Corporate”
Removed heading “Financial services and Corporate”
Removed heading “Financial services and Corporate”
Removed heading “Financial services and Corporate”
Removed heading “Financial services and Corporate”
Largest changes
“Management’s ability to execute its near-term funding plans and liquidity measures is important to the Company’s continued operation as a going concern. After considering the cash flow forecast, the funding initiatives under evaluation, management’s ability to defer or restructure certain obligations, and its ability to manage liquidity closely during the assessment period, management believes that the going concern basis of preparation remains appropriate. …”see in full comparison
“However, coupled with the economic recession and migration outflow in Hong Kong, we reported significant sales decline with annual revenue of approximately $27.5 million during 2024 (2023: $54.2 million), and resulting with an operating loss of approximately $113.2 million (2023: $43.1 million). These circumstances give rise to substantial doubt that we will continue as a going concern and these consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.”see in full comparison
“We perform annual impairment test of goodwill in the fourth quarter of each fiscal year. First, we assess qualitative factors to determine whether a quantitative impairment test is necessary. If that qualitative assessment indicates that it is more likely than not that goodwill is impaired, we perform a quantitative test to compare the fair value of the reporting unit with the carrying amount, including goodwill, of the reporting unit. If the qualitative assessment indicates that it is not more likely than not that goodwill is impaired, no further testing is necessary. …”see in full comparison
For the years ended December 31,see in full comparison20242025 and2023,2024,theaggregate otherexpense,expenses, net forfinancial services and corporatethese segmentswastotaled$20.0$23.6 million and$5.9$1,004.8 million, respectively,anrepresentingincreasea decrease ofof $14.2$981.2 million or242.10%.97.65%. Theincreasesignificant decrease wasmainlyprimarily attributed to the impairment onpropertygoodwillandrecognizedequipment,during the year ended December 31, 2024, with no comparable impairmenton intangible assets, impairment on right-of-use assets, and investment loss of $0.1 million, $0.4 million, $1.7 million and $16.0 million, respectively and offset by the changerecorded infair value of warrant liabilities of $3.5 million.2025.
“For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate other expense, net for these segments totaled $1,004.8 million, representing 98.04% of the Group’s total other expense, net, primarily comprised of impairment on goodwill of $1,005.8 million, impairment on intangible assets of $0.8 million, and offset by positive change in fair value of convertible debts of $4.4 million.”see in full comparison
“Goodwill represents the excess of the purchase price over the fair value of assets acquired and liabilities assumed. We review goodwill for impairment at least annually at the reporting unit level or when a triggering event occurs that indicates that the fair value of the reporting unit may be below its carrying amount.”see in full comparison
Full comparison: every changed paragraph (93)
Comparison of the Years Ended December 31, 2025 and 2024:
The following tables set forth our results of operations by segment for the years ended December 31, 2025 and 2024 presented in U.S. dollars (in thousands):
Comparison
of the Years Ended December 31, 2024 and 2023:
The following
tables set forth our results of operations by segment for the years ended December 31, 2024 and 2023 presented in U.S. dollars (in thousands):
OnSince October 15, 2024, we completed the merger transaction
transaction pursuant to the merger agreement, through which we acquired all of the equity interests of Triller Corp. Following the acquisition, Triller
Triller Corp.’s operations have been consolidated into theour Group,operations, consisting of two major business segments: social media and sports
streaming.
The social media business segment mainly comprises revenue from the provision of advertising services and SaaS services. The technology platform integrated from Triller Corp. provides brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns. In addition, the SaaS platform provides customers with a detailed dashboard to measure creator-driven marketing campaigns, as well as a marketplace that allows e-commerce brands to automate the onboarding of creators with per-transaction incentives for e-commerce transactions.
The sports streaming business segment mainly comprises revenue from subscriptions for streaming services and pay-per-view (“PPV”) services for premium content and events. The technology platform provides streaming services that acquire content licenses from various sports and entertainment franchises to create a content-rich environment for both subscription-based and pay-per-view consumption across a variety of platforms, including mobile phones, tablets, PCs, streaming devices, set-top boxes, and connected TVs.
No income from social media and sports streaming business segments are generated during the year ended December 31, 2025. The Company generated $5.1 million revenues in these two segments during the year ended December 31, 2024.
Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income from financial services decreased by $0.8 million or 3.41% from $22.4 million for the year ended December 31, 2024 to $21.6 million for the year ended December 31, 2025. The decrease in revenue was primarily attributable to softer market conditions in Hong Kong and lower business volumes in the financial services segment.
For the post-acquisition period from October 16,
2024 to December 31, 2024, these segments contributed revenues of approximately $1.0 million and $4.1 million, respectively, or aggregate
18.53% of the Group’s total revenue.
Social
media business segment mainly comprises of revenues from the provision of advertising services and SaaS services. The technology platform
integrated from Triller Corp. provides brands a variety of advertising services including AI-powered conversations and the augmentation
and execution of advertising campaigns. In additions, the SaaS platform provides our customers a detailed dashboard to measure all creator
driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding creators with per-transaction
incentives for enabling e-commerce transactions. Revenue from the SaaS platform subscriptions is recognized ratably over the life of
a subscription.
Sports
streaming business segment mainly comprises of revenues from subscriptions for streaming services and pay-per-view (“PPV”)
services for premium content and events. The technology platform provides streaming services that acquires content licensing from various
sport and entertainment franchises to provide a content rich environment for both subscription based and pay-per-view consumption both
across a variety of platforms including mobile phones, tablets, PCs, streaming devices, set-top-boxes and connected TVs. Revenue from
streaming subscriptions is recognized ratably over the life of a subscription and revenue from streaming pay-per-view events is recognized
at the time the event airs.
Financial services business segment mainly comprises of commission
income, recurring assets management service income, and interest income. Income from financial services decreased by $31.8 million or
58.69% from $54.2 million for the year ended December 31, 2023 to $22.4 million for the year ended December 31, 2024. The decrease in
revenue is primarily attributed to the economic recession and outward migration in Hong Kong.
For the post-acquisitionyears period from October 16,
2024 toended December 31, 2025 and 2024, the aggregate operating
expenses for social media and streaming platform waswere $0 and $4.0 million, or 2.85% of the
Group’s operating expenses.million. The operating expenses for social media primarily consisted
of expenses related to talent and influencers
for brand activations. The operating expenses for the streaming platform arerelate related primarily
to license fees, event rights fees, revenue sharingrevenue-sharing costs,
production costs, and influencer costs,costs. amongThe others.operating expenses for social
media and streaming platform decreased in line with the decline in revenues generated from social media and sports streaming.
The commission expense related to financial services
decreasedincreased $26.8$2.8 million, or 71.76%27.00% from $37.3$10.5 million for the year ended December 31, 20232024 to $10.5$13.4 million for the year ended December
31, 2024.2025. As a result of the decreaseincrease in revenuecommission rate associated with the financial services, commission expense decreasedincreased correspondingly.
Sales and marketing expenses of social media and sports streaming segments primarily consist of marketing costs related to talent and influencers that are not directly tied to revenue-generating activity. These costs represent expenditure incurred to attract users to the Triller app. For the years ended December 31, 2025 and 2024, aggregate sales and marketing expenses for these segments totaled $0.6 million and $1.3 million, respectively. The decrease was consistent with the decline in revenue generated from the social media and sports streaming segments.
Sales and marketing expenses of financial services and corporate segment primarily consist of brand promotion and spending on marketing programs to launch the insurance and investments products distributed by our consultants. The aggregate sales and marketing expenses for these segments increased $0.5 million, or 210.50% from $0.2 million for the year ended December 31, 2024 to $0.7 million for the year ended December 31, 2025. The increase was mainly attributable to higher allowances and incentives paid to financial advisors.
Research and development expenses of social media and sports streaming segments primarily consist of personnel costs and related expenses, internet hosting costs, as well as third party tools and labor. For the years ended December 31, 2025 and 2024, aggregate research and development expenses for these segments totaled $3.0 million and $1.3 million, respectively, representing an increase of $1.6 million or 123.72%. The increase was primarily attributable to the recognition of a full year of expenses for the year ended December 31, 2025 as compared to only a partial period in 2024 following the acquisition of Triller Corp. and its subsidiaries on October 15, 2024.
Research and development expenses of financial services and corporate segment primarily include personnel-related costs attributable to our IT team, technology contractors, server facilities expenses, telecommunications expenses, software and hardware expenses to support and maintain the technology platform infrastructure for financial services. The aggregate research and development expenses for these segments decreased $0.7 million, or 37.56% from $1.8 million for the year ended December 31, 2024 to $1.1 million for the year ended December 31, 2025. The decrease was mainly attributable to lower headcount.
Sales and marketing expenses of social media
and sports streaming segments primarily consist of marketing costs related to talent and influencers that are not directly tied to revenue-generating
activity. These costs represent expenditure incurred to attract users to the Triller app. For the post-acquisition period from October
16, 2024 to December 31, 2024, aggregate sales and marketing expenses for these segments totaled $1.3 million, representing 86.02% of
the Group’s total sales and marketing expenses.
Financial
services and Corporate
Sales and marketing expenses of financial services
and corporate segment primarily consist of brand promotion and spending on marketing programs to launch the insurance and investments
products distributed by our consultants. The aggregate sales and marketing expenses for these segments decreased $3.5 million, or 94.11%
from $3.7 million for the year ended December 31, 2023 to $0.2 million for the year ended December 31, 2024. The decrease was mainly
attributed to lower spending associated with “AGBA” corporate branding and associated product campaigns for celebrating the
successful listing.
Research and development expenses of social media
and sports streaming segments primarily consist of personnel costs and related expenses, internet hosting costs, as well as third party
tools and labor. For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate research and development expenses
for these segments totaled $1.3 million, representing 41.75% of the Group’s total research and development expenses.
Financial services and Corporate
Research
and development expenses of financial services and corporate segment primarily include personnel-related costs attributable to our IT
team, technology contractors, server facilities expenses, telecommunications expenses, software and hardware expenses to support and
maintain the technology platform infrastructure for financial services. The aggregate research and development expenses for these segments
decreased $2.7 million, or 59.34% from $4.5 million for the year ended December 31, 2023 to $1.8 million for the year ended December
31, 2024. The decrease was mainly attributed to decreased in headcounts
For the years ended December 31, 2025 and 2024, aggregate personnel and benefit expenses for social media and sports streaming segments totaled $16.9 million and $2.2 million, respectively, representing an increase of $14.7 million or 676.71%. The increase was primarily attributable to the recognition of a full year of expenses for the year ended December 31, 2025 as compared to only a partial period in 2024 following the acquisition of Triller Corp. and its subsidiaries on October 15, 2024.
For the post-acquisition period from October
16, 2024 to December 31, 2024, aggregate personnel and benefit expenses for social media and sports streaming segments totaled $2.2 million,
representing 2.56% of the Group’s total personnel and benefit expenses.
Financial
services and Corporate
Personnel and benefit cost for these segments
decreased by $9.0$4.9 million,
or 37.46%32.59% from $23.9 million for the year ended December 31, 2023 to $15.0 million for the year ended December 31, 2024.2024 to $10.1 million for the year ended December
31, 2025. The decrease
was mainly attributed to the decreased headcount.headcounts.
For the years ended December 31, 2025 and 2024, the legal and professional fee for social media and sports streaming segments totaled $8.9 million and $3.1 million, respectively, representing an increase of $5.8 million or 186.47%. The increase was primarily attributable to the recognition of a full year of expenses for the year ended December 31, 2025 as compared to only a partial period in 2024 following the acquisition of Triller Corp. and its subsidiaries on October 15, 2024.
For the post-acquisition period from October 16,
2024 to December 31, 2024, the legal and professional fee for social media and sports streaming segments totaled $3.1 million, representing
13.97% of the Group’s total legal and professional fee.
Financial services and Corporate
Legal and professional fees increaseddecreased by $4.1 $0.7
million, or 80.20%,8.08%, for
the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. The increasedecrease was primarily attributed attributable
to the increase
in the US legal counsel fees and thehigher consulting fees incurred during the year.
Consulting fees under stock-based compensation increased
decreased by $1.6$2.7 million
or 18.43%27.36% for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. The increase decrease
was mainly attributed to
the increasedecrease in corporate strategic consultancy and business marketing serviceservices renderedincurred byduring certainthe third party consultants.year.
Legal and professional fee, related party increased decreased
by US$0.6$0.9 million
from $0.9 million for the year ended December 31, 2024 to $0.3 million$0 for the year ended December 31, 2023.2025. The increasedecrease was primarily
fromattributed to the termination of advisory services renderedprovided by a related company which owned by the former Chairman of the CompanyCompany, whomfollowing
his resignedresignation in December 2024.
In accordance with Accounting Standards Codification (“ASC”) Topic 326, Credit Losses — Measurement of Credit Losses on Financial Instruments, the Company applies the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments, and other receivables. This allowance is recorded against the related receivable balances. For the years ended December 31, 2025 and 2024, the aggregated reversal of (provision for) allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.4 million and $(2.5) million, respectively.
Other general and administrative expenses of social media and sports streaming segments primarily consist of professional service fees, business process outsourcing costs, music licensing, and insurance premiums. For the years ended December 31, 2025 and 2024, aggregate other general and administrative expenses for these segments totaled $1.9 million and $1.8 million, respectively, representing a slight increase of $0.2 million or 9.84%.
Other general and administrative expenses of financial services and corporate segments primarily consist of rent and facilities expenses allocated based upon total direct costs, depreciation and amortization expenses, allowance for expected credit losses, professional services fees, allocated overhead expenses, and other corporate expenses that are not allocated to the above expense categories. The aggregate other general and administrative expenses for these segments decreased $1.7 million, or 37.97% from $4.5 million for the year ended December 31, 2024 to $2.8 million for the year ended December 31, 2025.
The following table summarizes the other income (expense), net for the years ended December 31, 2025 and 2024:
In accordance with Accounting Standards Codification
(“ASC”) Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic326),
the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate
of the expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments and others receivable
which is recorded as a liability to offset the receivables. For the years ended December 31, 2024 and 2023, the aggregated provision for
allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $2.5 million
and $1.1 million, respectively.
Other general and administrative expenses of
social media and sports streaming segments primarily consist of professional service fees, business process outsourcing costs, music
licensing, and insurance premiums. For the post-acquisition period from October 16, 2024 to December 31, 2024, aggregate other general
and administrative expenses for these segments totaled $1.8 million, representing 28.03% of the Group’s total other general and
administrative expenses.
Financial
services and Corporate
Other general and administrative expenses of financial
services and corporate segments primarily consist of rent and facilities expenses allocated based upon total direct costs, depreciation
and amortization expenses, allowance for expected credit losses, professional services fees, allocated overhead expenses, and other corporate
expenses that are not allocated to the above expense categories. The aggregate other general and administrative expenses for these segments
increased $1.1 million, or 32.48% from $3.4 million for the year ended December 31, 2023 to $4.5 million for the year ended December 31,
2024.
The following
table summarizes the other income (expense), net for the years ended December 31, 2024 and 2023:
Other income (expense), net consist of interest
income, changenet inforeign fairexchange value of convertible debts, change in fair value of warrant liabilities,gain, sundry income and offset by interest expense,
impairment onbad propertydebts written-off and equipment,change impairmentin onfair intangiblevalue assets,of impairment on goodwill, impairment on right-of-use assets, andconvertible
investment loss, net.debts.
For the post-acquisition period from October 16,
2024 to December 31, 2024, aggregate other expense, net for these segments totaled $1,004.8 million, representing 98.04% of the Group’s
total other expense, net, primarily comprised of impairment on goodwill of $1,005.8 million, impairment on intangible assets of $0.8 million,
and offset by positive change in fair value of convertible debts of $4.4 million.
Financial services and Corporate
For the years ended December 31, 20242025 and 2023,2024,
the aggregate other expense,expenses, net for financial services and corporatethese segments wastotaled $20.0$23.6 million and $5.9$1,004.8 million, respectively, anrepresenting increasea decrease of
of $14.2$981.2 million or 242.10%.97.65%. The increasesignificant decrease was mainlyprimarily attributed to the impairment on propertygoodwill andrecognized equipment,during the year ended
December 31, 2024, with no comparable impairment on intangible
assets, impairment on right-of-use assets, and investment loss of $0.1 million, $0.4 million, $1.7 million and $16.0 million, respectively
and offset by the changerecorded in fair value of warrant liabilities of $3.5 million.2025.
For the years ended December 31, 2025 and 2024, the aggregate other expenses, net for financial services and corporate segments was $12.4 million and $20.0 million, respectively, a decrease of $7.6 million or 38.02%. The decrease was mainly attributed to the decrease in investment loss of $8.9 million, or 55.63%, from $16.0 million in 2024 to $7.1 million in 2025.
Net loss increaseddecreased by $1,088.8$963.5 million, or
2,212.80%84.66% for the year ended December 31, 2024,2025, as compared to December 31, 2023.2024. The increasedecrease was primarily due to the increasedecrease in operatingtotal
expenses of $43.4 million and increase in other expense,expenses, net of $1,019.0 million.net.
We
expect that operating losses could continue into the foreseeable future as we continue to invest in growing our businesses. Based upon
our current operating plans, our management
believes that cash and equivalents will not be able to provide sufficient funds to its operations
for at least the next 12 months from
the date of its consolidated financial statements provided with this Form 10-K. However, these forecasts
involve risks and uncertainties,
and actual results could vary materially. Our management has based this estimate on assumptions that
may prove to be wrong, and we could
deplete our capital resources sooner than we expect. See “Liquidity and Going Concern”
below.
As of December 31, 2025, we had cash and cash equivalents totaling $2.4 million, and $10.3 million in restricted cash.
As
of December 31, 2023, we had cash and cash equivalents totaling $1.9 million, and $16.8 million in restricted cash.
The working capital deficit as of December 31, 2025 amounted to approximately $346.0 million, as compared to approximately $271.6 million as of December 31, 2024, an increase of $74.3 million or 27.36%. The increase was mainly attributed to the increase in current liabilities related to the acquisition of Triller Corp.
Net cash used in operating activities was $25.9 million for the year ended December 31, 2025, as compared to net cash used in operating activities of $29.0 million for the year ended December 31, 2024.
Net cash used in operating activities for the year ended December 31, 2025 was primarily the result of a net loss of $174.5 million, an increase in accounts receivable of $0.6 million, deposits, prepayments and other receivables of $0.1 million, a decrease in escrow liabilities of $3.9 million and operating lease liabilities of $2.1 million. These amounts were partially offset by the increase in accounts payable and accrued liabilities of $28.7 million, income tax payable of $0.1 million and non-cash adjustments consisting of stock-based compensation of $89.6 million, interest expense on borrowings of $18.6 million, net foreign exchange gain of $2.4 million, bad debts written-off of $5.4 million, investment loss, net of $7.1 million, reversal of allowance for expected credit losses of $0.4 million, change in fair value of warrant liabilities of $1.0 million and change in fair value of convertible debts of $6.6 million.
Net cash provided by investing activities for the year ended December 31, 2025 of $1.5 million was primarily consisted of proceeds from disposal of assets held for sale.
Net cash provided by financing activities for the year ended December 31, 2025 of $19.6 million was primarily consisted of proceeds from borrowings from related parties of $20.8 million and repayments of borrowings of $1.2 million.
Our consolidated financial statements have been prepared on a going concern basis, which contemplates continuity of operations, realization of assets, and settlement of liabilities in the normal course of business. The Management of the Company has determined that the Company’s currently available cash will not be sufficient to meet its obligations for the twelve months following the date these consolidated financial statements are issued.
For the year ended December 31, 2025, the Company reported net loss of approximately $174.5 million and net cash outflows from operating activities of approximately $25.9 million. As of December 31, 2025, the Company had a working capital deficit of approximately $346.0 million, stockholders’ deficit of approximately $328.1 million and cash and cash equivalents balance of approximately $2.3 million for working capital purposes.
What changed in the latest 10-Q
Risk Factors
As smaller reporting company we are not required to make disclosures under this Item.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Other income (expense), net”
New heading “Comparison of the Six Months Ended June 30, 2026 and 2025:”
New heading “Social media and Sports streaming”
New heading “Financial services”
New heading “Operating Expenses”
New heading “Commission expense”
New heading “Sales and marketing expenses”
New heading “Research and development expenses”
New heading “Personnel and benefit expenses”
New heading “Legal and professional fee”
New heading “Provision for allowance for expected credit losses”
New heading “Other general and administrative expenses”
Largest changes
Full comparison: every changed paragraph (72)
The Company’s financial infrastructure is
anchored by its Hong Kong subsidiaries, which operate an established wealth management, healthcare and financial services platform serving
over 400,000 individual and corporate customers. These operations represent the Company’s current revenue base and operating foundation.
The Hong Kong operations conduct business across four principal areas: a technology-enabled platform business, a distribution business,
a healthcare business and a fintech investment and operating business. The Company has pursued a strategy to expand and modernize these
operations into a combined platform and distribution model, offering (i) a B2B, technology-enabledtechnology enabled broker management and advisory platform
for financial advisors (“Platform Business”) and (ii) a B2C portfolio of wealth management and healthcare products
(“Distribution Business”). The Company also maintains a strategic presence in the healthcare sector through a 4% equity
interest in HCMPS (“Healthcare Business”) and operates fintech investments (“FinTech Business”).
The Company believes
that the market is materially undervaluing BKFC at present, given the asset’s strategic attributes: exclusive regulatory status
as the leading legal bare-knucklebareknuckle promotion, established distribution in over 60 countries, and the commercial appeal of global sports
icon Conor McGregor as both owner and brand ambassador. The Company believes the management of BKFC will have the capacity to attract
new growth capital, fully integrate BKFC into its advertising and gaming platforms, and participate directly in the expansion of McGregor’s
global brand.
The Platform business, through TAG International
Limited and its subsidiaries, is a one-stop financial supermarketupermarket with a breadth of products and services that is unrivaled in Hong Kong
sourced from leading global product providers.
As of DecemberJune 31,30, 2025,2026, we worked with 338306 independent
financial advisors.
Fintech manages an ensemble of financial technology
(fintech) investments and operates through its subsidiaries TAG Technologies Limited, AGBA Group Limited (formerly known as Tandem Money
Hong Kong Limited), and Tandem Fintech Limited, a health and wealth management platform with a broad spectrum of services and value-addedvalue added information
in health, insurance, investments and social sharing.
Comparison
of the Three Months Ended MarchJune 31,30, 2026 and 2025:
The
following tables set forth our results of operations forby the periodssegments presented in U.S. dollars (in thousands):
The following
table summarizes the major operating revenues for the three months ended MarchJune 31,30, 2026 and 2025:
No
revenue from social media and sports streaming business segments were generated during the three months ended MarchJune 31,30, 2026 and 2025.
Financial
services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income
from financial services slightly increaseddecreased by $0.2$0.3 million or 5.21%5.24% from $4.8$5.5 million for the three months ended MarchJune 31,30, 2025 to $5.0
$5.2 million for the three months ended MarchJune 31,30, 2026.
The
commission expense related to financial services increased by $0.9$0.3 million, or 37.64%9.55% from $2.5$3.3 million for the three months ended March
31,June 30, 2025 to $3.5$3.6 million for the three months ended MarchJune 31,30, 2026. AsThe aincrease resultwas ofmainly attributed to our new sales compensation scheme launched during the increasethree inmonths revenueended associatedJune with30, the financial
services, commission expense increased correspondingly.2026.
Sales
and marketing expense slightly increased by $0.2$0.03 million or 35.71% from $0.0$0.07 million for the three months ended MarchJune 31,30, 2025 to $0.2$0.1 million for the
three months ended MarchJune 31,30, 2026.
Research
and development expense decreased by $1.2$1.1 million, or 68.57%79.2% from $1.7$1.4 million for the three months ended MarchJune 31,30, 2025 to $0.5$0.3 million
for the three months ended MarchJune 31,30, 2026. The decrease was mainlyprimarily attributeddue to the decrease in headcounts.
Personnel
and benefit cost decreased by $2.5$2.2 million, or 31.45%31.03% from $7.8$7.0 million for the three months ended MarchJune 31,30, 2025 to $5.3$4.8 million for
the three months ended MarchJune 31,30, 2026. The decrease was primarily attributedattributable to the decrease in headcounts.
Stock-based
compensation for executive directors and employees decreased by $16.1 million or 59.12% from $27.2 million for the three months ended
March 31, 2025 to $11.1$10.7 million for the three months ended MarchJune 31,30, 2026.2026, as compared to the three months ended June 30, 2025. The decrease was primarily due to the decrease in the amortization
of the fair value of restricted share units due to the vested shares in 2026. The fair value of the restricted share units is recognized
over the period based on the derived service period (usually the vesting period), on a straight-line basis.
Legal
and professional fees increased by $3.5$12.0 million, or 82.68%,397.91%, from $4.3$3.0 million for three months ended MarchJune 31,30, 2025, to $7.8$15.0 million
for three months ended MarchJune 31,30, 2026. The increase was primarily dueattributable to the additional legal and professional fees incurred by Triller
Corp. and its subsidiaries.
Consulting
fees under stock-based compensation decreased by $1.6$2.9 million or 100.00% for the three months ended MarchJune 31,30, 2026, as compared to the
three months ended MarchJune 31,30, 2025. The decrease was mainly due to there was no corporate strategic consultancy and business marketing
service incurred during the three months ended MarchJune 31,30, 2026.
In
accordance with Accounting Standards Codification (“ASC”) Topic 326 “Credit Losses – Measurement of Credit
Losses on Financial Instruments” (ASC Topic 326Topic326), the Company utilizes the current expected credit losses (“CECL”)
model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, loans receivable,
notes receivable, and deposits, prepayments and others receivable which is recorded as a liability to offset the receivables. For the
three months ended MarchJune 31,30, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable,
loans receivable, notes receivable, and other receivables was $0.002 millionnil and $0.05$0.09 million, respectively.
The
aggregate other general and administrative expenses slightly increaseddecreased by $0.9$0.7 million, or 32.16%60.15% from $2.7 million for the three months
ended March 31, 2025 to $3.6$1.2 million for the three months ended MarchJune 31,30, 2025 to $0.5 million for the three months ended June 30, 2026. The decrease was primarily attributable to the absence of certain non-recurring expenses incurred in the prior period.
Other income (expense), net
Other income (expense), net consist of interest income, investment income, net, sundry income and offset by interest expense and foreign exchange loss, net.
For the three months ended June 30, 2026 and 2025, the aggregate other expense, net increased by $2.3 million or 70.26%. The increase was mainly attributable to the increase in interest expense of $0.3 million and increase in foreign exchange loss, net of $2.0 million.
Net loss
Net loss decreased by $3.8 million, or 11.91% for the three months ended June 30, 2026, as compared to June 30, 2025. The decrease was primarily due to the decrease in operating expenses and offset by the increase in total other expense, net in three segments.
Comparison of the Six Months Ended June 30, 2026 and 2025:
The following tables set forth our results of operations by segments presented in U.S. dollars (in thousands):
Revenues
The following table summarizes the major operating revenues for the six months ended June 30, 2026 and 2025:
Social media and Sports streaming
Following the acquisition in October 2024, Triller Corp.’s operations have been consolidated into our operations, consisting of two major business segments: social media and sports streaming.
Social media business segment mainly comprises of revenues from the provision of advertising services and SaaS services. The technology platform integrated from Triller Corp. provides brands a variety of advertising services including AI-powered conversations and the augmentation and execution of advertising campaigns. In additions, the SaaS platform provides our customers a detailed dashboard to measure all creator driven marketing campaigns as well as a marketplace allowing e-commerce brands to automate the process of on-boarding creators with per-transaction incentives for enabling e-commerce transactions. Revenue from the SaaS platform subscriptions is recognized ratably over the life of a subscription.
Sports streaming business segment mainly comprises of revenues from subscriptions for streaming services and pay-per-view (“PPV”) services for premium content and events. The technology platform provides streaming services that acquires content licensing from various sport and entertainment franchises to provide a content rich environment for both subscription based and pay-per-view consumption both across a variety of platforms including mobile phones, tablets, PCs, streaming devices, set-top-boxes and connected TVs. Revenue from streaming subscriptions is recognized ratably over the life of a subscription and revenue from streaming pay-per-view events is recognized at the time the event airs.
No revenue from social media and sports streaming business segments were generated during the six months ended June 30, 2026 and 2025.
Financial services
Financial services business segment mainly comprises of commission income, recurring assets management service income, and interest income. Income from financial services slightly decreased by $0.04 million or 0.39% from $10.3 million for the six months ended June 30, 2025 to $10.26 million for the six months ended June 30, 2026.
Operating Expenses
Commission expense
The commission expense related to financial services increased by $1.3 million, or 21.70% from $5.8 million for the six months ended June 30, 2025 to $7.1 million for the six months ended June 30, 2026. The increase was mainly attributed to our new sales compensation scheme launched during the six months ended June 30, 2026.
Sales and marketing expenses
Sales and marketing expenses increased by $0.3 million or 370.00% from $0.07 million for the six months ended June 30, 2025 to $0.3 million for the six months ended June 30, 2026. The increase was mainly attributed to a strategic corporate rebranding initiative, which included a series of targeted press releases to enhance market visibility.
Research and development expenses
Research and development expenses decreased by $2.3 million, or 73.31% from $3.1 million for the six months ended June 30, 2025 to $0.8 million for the six months ended June 30, 2026. The decrease was primarily due the decrease in headcounts.
Personnel and benefit expenses
Personnel and benefit expenses primarily consist of personnel-related costs and benefits and stock-based compensation costs for our administrative, legal, human resources, information technology, corporate development, finance and accounting employees and executives.
Personnel and benefit cost decreased by $4.6 million, or 31.25% from $14.8 million for the six months ended June 30, 2025 to $10.2 million for the six months ended June 30, 2026. The decrease was primarily attributable to the decrease in headcounts.
Stock-based compensation for executive directors and employees decreased by $26.8 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was primarily due to the decrease in the amortization of the fair value of restricted share units due to the vested shares in 2026. The fair value of the restricted share units is recognized over the period based on the derived service period (usually the vesting period), on a straight-line basis.
Legal and professional fee
Legal and professional fees mainly consisted of certain professional consulting services in legal, audit, accounting and taxation, and others.
Legal and professional fees increased by $15.5 million, or 213.37%, from $7.3 million for the six months ended June 30, 2025, to $22.8 million for the six months ended June 30, 2026. The increase was primarily attributable to the additional legal and professional fees incurred by Triller Corp. and its subsidiaries.
Consulting fees under stock-based compensation decreased by $4.5 million or 100.00% for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The decrease was mainly due to there was no corporate strategic consultancy and business marketing service incurred during the six months ended June 30, 2026.
Provision for allowance for expected credit losses
In accordance with Accounting Standards Codification (“ASC”) Topic 326 “Credit Losses – Measurement of Credit Losses on Financial Instruments” (ASC Topic326), the Company utilizes the current expected credit losses (“CECL”) model to determine an allowance that reflects its best estimate of the expected credit losses on accounts receivable, loans receivable, notes receivable, and deposits, prepayments and others receivable which is recorded as a liability to offset the receivables. For the six months ended June 30, 2026 and 2025, the aggregated provision for allowance for expected credit losses on accounts receivable, loans receivable, notes receivable, and other receivables was $0.002 million and $0.1 million, respectively.
Other general and administrative expenses
Other general and administrative expenses of social media and sports streaming segments primarily consist of professional service fees, business process outsourcing costs, music licensing, and insurance premiums.
Other general and administrative expenses of financial services and corporate segments primarily consist of rent and facilities expenses allocated based upon total direct costs, depreciation and amortization expenses, and other corporate expenses that are not allocated to the above expense categories.
The aggregate other general and administrative expenses slightly increased by $0.2 million, or 3.80% from $3.9 million for the six months ended June 30, 2025 to $4.1 million for the six months ended June 30, 2026.
For
the threesix months ended MarchJune 31,30, 2026,2026 and 2025, the aggregate other expenses,expense, net decreased by $4.4$2.0 million or 49.69%.16.77%. The decrease was mainly
attributable to the decrease in bad debts written off from $5.4 million for the threesix months ended MarchJune 31,30, 2025 to bad debts recovered
of $0.3 million for the threesix months ended MarchJune 31,30, 2026 and offset by the decrease in foreign exchange gain of $2.9 million for the six months ended June 30, 2025 to foreign exchange loss of $0.4 million for the six months ended June 30, 2026.
Net
loss decreased by $20.8$24.7 million, or 39.28%28.94% for the threesix months ended MarchJune 31,30, 2026, as compared to MarchJune 31,30, 2025. The decrease was
primarily due to the decrease in operating expenses ofin $16.2three million and other expenses, net of $4.4 million.segments.
We
have a history of operating losses and negative operating cash flows. For the threesix months ended MarchJune 31,30, 2026, we reported a net loss
of $32.2$60.6 million and reported a negative operating cash flow of $3.7$5.0 million. As of MarchJune 31,30, 2026, our cash balance was $2.2$2.1 million
for working capital use. Our management estimates that currently available cash will not be able to provide sufficient funds to meet
the planned obligations for the next 12 months.
Our
ability to continue as a going concern is dependent on our ability to successfully implement our plans. Our management believes that
it will be able to continue to grow our revenue base and control expenditures. In parallel, we continually monitor our capital structure
and operating plans and evaluates various potential funding alternatives that may be needed in order to finance our business development
activities, general and administrative expenses, and growth strategy. These alternatives include external borrowings, raising funds through
public equity, or tapping debt markets. Although there is no assurance that, if needed, we will be able to pursue these fundraising initiatives
and have access to the capital markets going forward. The unaudited condensed consolidated financial statements attached to this Form 10-K10-Q do not include
any adjustments that might result from the outcome of these uncertainties.
ILLR insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding ILLR (13F)
None of the 59 investors we track reported a position in their latest 13F.