As filed with the U.S. Securities and Exchange Commission on November 15, 2024

Registration No. 333-[●]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

TRILLER GROUP INC.
(Exact name of registrant as specified in its charter)

7119 West Sunset Boulevard, Suite 782

Los Angeles, CA
310-893-5090
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Wing-Fai Ng

7119 West Sunset Boulevard, Suite 782

Los Angeles, CA

310-893-5090
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.

TRILLER GROUP INC.

34,741,701 shares of common stock

This prospectus relates to the offer and sale from time to time by the selling securityholder named in this prospectus (the “Selling Securityholder”), or their permitted transferees, of up to 34,741,701 shares of common stock, $0.001 par value (“ILLR Shares” or “common stock”), of Triller Group Inc. (“our,” “we,” “us,” “ILLR,” the “Company” or the “Group”) (formerly AGBA Group Holding Limited (“AGBA”)), consisting of (i) up to 33,510, 000ILLR Shares issuable upon conversion of the convertible promissory notes in the principal amount up to $33.51 million issued to YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) and (ii) 1,431,561 ILLR Shares issuable upon exercise of the common warrant (the “Warrant”) issued to Yorkville on June 28, 2024. The ILLR Shares to which this prospectus relates have been or may be issued by us to the Selling Securityholder pursuant to an amended and restated standby equity purchase agreement, as amended on April 15, 2024, entered by and among AGBA, Triller Corp. (“Triller Corp.” or “Triller”), and the Selling Securityholder (the “A&R SEPA”) which was further amended and restated on June 28, 2024 (the “Second A&R SEPA”), from time to time after the date of this prospectus, upon the terms and subject to the conditions set forth in the Second A&R SEPA. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the Selling Securityholder. However, we may receive up to $500,000,000 aggregate gross proceeds from sales of Common Stock that we may elect to make to the Selling Securityholder pursuant to the Second A&R SEPA after the date of this prospectus. See “The Standby Equity Purchase Agreement” on page 147 of this prospectus for a description of the Second A&R SEPA and “Selling Securityholder” on page 149 of this prospectus for additional information regarding the Selling Securityholder.

The Selling Securityholder may sell or otherwise dispose of the Common Stock described in this prospectus in a number of different ways and at varying prices. The Selling Securityholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), and any profits on the sales of shares of our Common Stock by the Selling Securityholder and any discounts, commissions, or concessions received by the Selling Securityholder are deemed to be underwriting discounts and commissions under the Securities Act. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculable from the information set forth, in any applicable prospectus supplement. We will pay the expenses incurred in registering under the Securities Act the offer and sale of the shares of Common Stock to which this prospectus relates by the Selling Securityholder, including our legal and accounting fees. See the sections “About this Prospectus” on page v and “Plan of Distribution” on page 150 of this prospectus for more information. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities. You should carefully read this prospectus and any applicable prospectus supplement before you invest in our securities.

We are not a Hong Kong operating company; we are a British Virgin Islands holding company with operations conducted by our subsidiaries located in Hong Kong. Our business is centered in Hong Kong and does not have any operations in mainland China. Relevant organs of the PRC government have made recent statements or recently taken regulatory actions related to data security, anti-monopoly, and overseas listings of mainland China businesses. For example, in addition to the PRC Data Security Law and the Measures for Cybersecurity Review issued by the Cyberspace Administration of China which became effective on February 15, 2022 (the “Measures”), relevant PRC government agencies have recently taken anti-trust enforcement actions against certain mainland China-based businesses. The management of the Company understands that such enforcement actions were taken pursuant to the PRC Anti-Monopoly Law which applies to monopolistic activities in domestic economic activities in mainland China and monopolistic activities outside mainland China which eliminate or restrict market competition in mainland China. On February 17, 2023, the China Securities Regulatory Commission, or CSRC, released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, which came into effect on March 31, 2023. As a supplement to the Overseas Listing Trial Measures, on February 24, 2023, the CSRC, together with other authorities, jointly revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities Offering and Listing, collectively with the Overseas Listing Trial Measures, the Overseas Listing Regulations, which came into effect on March 31, 2023. 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. Such overseas securities issuance and listing include direct and indirect issuance and listing. Where an enterprise, whose principal business activities are conducted in China, seeks to issue and list its shares in the name of an overseas entity, such practice is deemed as an indirect overseas issuance and listing in the meaning of the Overseas Listing Regulations.

While the 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, Overseas Listing Regulations 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 the Company or its subsidiaries in the future, it could have a material adverse impact on the business, financial condition, results of operations, and prospects of the Company, its ability to accept foreign investments, and its ability to offer or continue to offer securities to investors on a U.S. or other international securities exchange, any of which may, in turn, cause the value of the Company’s securities to significantly decline or become worthless.

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 (which shall be confined to laws relating to defense and foreign affairs as well as other matters outside the autonomy of Hong Kong). Notwithstanding the foregoing, the PRC legal system is evolving rapidly, and PRC laws, regulations, and rules may change quickly with little advance notice. As many of these laws, rules, and regulations are relatively new, and because of the limited number of published decisions and the non-precedential nature of these decisions, the interpretation of these laws, rules, and regulations may be inconsistent and they may be subject to inconsistent enforcement. The PRC government has exercised and continues to exercise 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 PRC and also on the businesses which are subject to them. If certain PRC laws and regulations were to apply to 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, which, in turn, may cause the value of the Company’s securities to significantly decline or become worthless. For example, if the PRC Data Security Law were to apply to the Company’s Hong Kong-based businesses, the Company could become subject to data security and privacy obligations, including the need to conduct a national security review of data activities that may affect the national security of the PRC, and could be prohibited from providing data stored in Hong Kong to foreign judicial or law enforcement agencies without approval from relevant PRC regulatory authorities. Compliance with such or similar requirements could have a chilling effect on the business, financial condition and results of operations of the Company Therefore, without relying on a PRC counsel, the management of the Company believes that it and/or its subsidiaries are not required to obtain from Chinese authorities, including the CSRC and the Cyberspace Administration of China, to operate their business and to offer the securities being registered to foreign investors.

The 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 (which in 2022 was reduced to two consecutive years by AHFCAA as further described below), 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 United States Public Company Accounting Oversight Board, or 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. Our auditor, WWC, P.C., headquartered in California, U.S.A., is an independent registered public accounting firm with the PCAOB and has been inspected by the PCAOB on a regular basis. The PCAOB currently has access to inspect the working papers of our auditor. Our auditor is not headquartered in China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. It is possible that the PCAOB may reassess its determinations in the future, and it could determine that it is still unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong. On December 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 number of factors out of our, and our auditor’s, control. 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 subject to the HFCA Act, as the same may be amended, 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.

We are an “emerging growth company” under applicable federal securities laws and are subject to reduced public company reporting requirements.

Investing in our ordinary shares involves risks, including those set forth in the “Risk Factors” section of this prospectus beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is November [__], 2024

TABLE OF CONTENTS

INTRODUCTORY NOTE AND FREQUENTLY USED TERMS

Triller Group Inc. (“ILLR”, “Triller Group”, or the “Company”) (formerly AGBA Group Holding Limited (“AGBA”)) was incorporated in the State of Delaware on October 15, 2024, so as to redomicile AGBA’s legal jurisdiction from British Virgin Islands to the State of Delaware.

On October 15, 2024, the Company consummated the merger transaction (the “Merger”) with Triller Corp., a Delaware corporation (“Triller Corp.” or “Triller”), pursuant to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 30, 2024, as 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.

The Company, through its subsidiaries, currently operates a wealth and health platform, and 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, which we refer as “AGBA Legacy Group.” ILLR is also engaged in financial technology business and financial investments, managing an ensemble of fintech investments and healthcare investment and operating a health and wealth management platform with a broad spectrum of services and value-added information in health, insurance, investments and social sharing.

Triller Corp. is a next generation, AI-powered, social media and live-streaming event platform for creators, pairing music culture with sports, fashion, entertainment, and influencers through a 360-degree view of content and technology, Triller Corp. uses proprietary AI technology to push and track content virally to affiliated and non-affiliated sites and networks, enabling them to reach millions of additional users. service. As of the closing of the Merger, Triller Corp. operates in this capacity as a wholly owned subsidiary of the Company.

Unless otherwise stated in this registration statement or unless the context requires otherwise, references in this registration statement to:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements, other than statements of historical facts, may be forward-looking statements. These statements are based on the expectations and beliefs of our management in light of historical results and trends, current conditions and potential future developments, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from forward-looking statements. These forward-looking statements include statements about our future performance and opportunities; benefits of the Business Combination; statements of the plans, strategies and objectives of management for future operations; and statements regarding future economic conditions or performance. Forward-looking statements may contain words such as “will be,” “will,” “expect,” “anticipate,” “continue,” “project,” “believe,” “plan,” “could,” “estimate,” “forecast,” “guidance,” “intend,” “may,” “plan,” “possible,” “potential,” “predict,” “pursue,” “should,” “target” or similar expressions, and include the assumptions that underlie such statements.

The forward-looking statements are based on the current expectations of our management as applicable 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, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by us and the following:

Should one or more of these risks or uncertainties materialize or should any of the assumptions made by our management 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 our business or other matters addressed in this prospectus and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this prospectus. Except to the extent required by applicable law or regulation, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. By using a shelf registration statement, the Selling Securityholder may sell up to 34,741,701 ILLR Shares including (i) up to 33,510,000 ILLR Shares issuable upon conversion of the convertible promissory notes in the principal amount up to $33.51 million issued to YA II PN, LTD, a Cayman Islands exempt limited partnership (“Yorkville”) and (ii) 1,431,561 ILLR Shares issuable upon exercise of the common warrant (the “Warrant”) issued to Yorkville on June 28, 2024. We will not receive any proceeds from the sale of ILLR Shares by the Selling Securityholder.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment, as the case may be, may add, update or change information contained in this prospectus with respect to such offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any of the ILLR Shares, you should carefully read this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, together with the additional information described under “Where You Can Find More Information.”

Neither we, nor the Selling Securityholder, has authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, prepared by or on behalf of us or to which we have referred you. We and the Selling Securityholder takes no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the Selling Securityholder will not make an offer to sell the ILLR Shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, is accurate only as of the date on the respective cover thereof. Our business, prospects, financial condition or results of operations may have changed since those dates. This prospectus contains, and any prospectus supplement or post-effective amendment may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently verified this information. In addition, the market and industry data and forecasts that may be included in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable, may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and any prospectus supplement and/or post-effective amendment, as applicable. Accordingly, investors should not place undue reliance on this information.

INDUSTRY AND MARKET DATA

Market data and certain industry data and forecasts used throughout this prospectus were obtained from sources we believe to be reliable, including market research databases, publicly available information, reports of governmental agencies and industry publications and surveys. We have relied on certain data from third-party sources, including internal surveys, industry forecasts and market research, which we believe to be reliable based on our management’s knowledge of the industry. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economic growth were used in preparing the third-party forecasts we cite. Statements as to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

RISK FACTORS

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

Risk Factors Relating to Future Resales

It is not possible to predict the actual number of shares we will sell under the SEPA to the Selling Securityholder, or the actual gross proceeds resulting from those sales.

On June 28, 2024, we entered into the Second A&R SEPA with the Selling Securityholder, pursuant to which the Company has the right to sell to Yorkville up to $500 million of common stock, subject to certain limitations and conditions set forth in the Second A&R SEPA, from time to time during the term of the A&R SEPA. Sales of the shares of Common Shares to Yorkville under the Second A&R SEPA, and the timing of any such sales, are at Triller’s option, and Triller is under no obligation to sell any shares of Common Shares to Yorkville under the Second A&R SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

We generally have the right to control the timing and amount of any sales of our shares of Common Stock to the Selling Securityholder under the Second A&R SEPA. Generally, sales of our Common Stock, if any, to the Selling Securityholder under the Second A&R SEPA will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the Selling Securityholder all, some or none of the shares of our Common Stock that may be available for us to sell to the Selling Securityholder pursuant to the A&R SEPA.

Because the purchase price per share to be paid by the Selling Securityholder for the shares of Common Stock that we may elect to sell to the Selling Securityholder under the SEPA, if any, will fluctuate based on the market prices of our Common Stock prior to each advance made pursuant to the SEPA, if any, it is not possible for us to predict, as of the date of this prospectus and prior to any such sales, the number of shares of Common Stock that we will sell to the Selling Securityholder under the SEPA, the purchase price per share that the Selling Securityholder will pay for shares purchased from us under the SEPA, or the aggregate gross proceeds that we will receive from those purchases by the Selling Securityholder under the SEPA, if any.

Investors who buy shares at different times will likely pay different prices.

Pursuant to the A&R SEPA, we will generally have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the Selling Securityholder. If and when we do elect to sell shares of our Common Stock to the Selling Securityholder pursuant to the SEPA, after the Selling Securityholder has acquired such shares, the Selling Securityholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Securityholder in this offering at different times will likely pay different prices for those shares, and so may experience different levels of dilution, and in some cases substantial dilution, and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Securityholder in this offering as a result of future sales made by us to the Selling Securityholder at prices lower than the prices such investors paid for their shares in this offering. In addition, if we sell a substantial number of shares to the Selling Securityholder under the A&R SEPA, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement with the Selling Securityholder may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

Future sales of ILLR Shares, or the perception of future sales of ILLR Shares, could cause the market price of ILLR Shares to drop significantly, even if Triller’s business is doing well.

The sale of ILLR Shares in the public market or otherwise, including sales pursuant to this prospectus, or the perception that such sales could occur, could harm the prevailing market price of ILLR Shares. These sales, or the possibility that these sales may occur, also might make it more difficult for a stockholder to sell equity securities in the future at a time and at a price that it deems appropriate.

We have agreed, at our expense, to prepare and file this registration statement with the SEC registering the resale of up to 34,741,701 ILLR Shares, which include (i) 33,510,000 ILLR Shares issuable upon conversion of the convertible promissory notes in the principal amount up to $33.51 million issued Yorkville and (ii) 1,431,561 ILLR Shares issuable upon exercise of the Warrant.

After it is effective and until such time that it is no longer effective, the registration statement will permit the resale of these shares. The resale, or expected or potential resale, of a substantial number of ILLR Shares in the public market could adversely affect the market price for ILLR Shares and make it more difficult for you to sell your ILLR Shares at times and prices that you feel are appropriate. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Furthermore, we expect that, because there will be a large number of shares registered pursuant to this registration statement, the Selling Securityholder will continue to offer the securities covered by this registration statement for a significant period of time, the precise duration of which cannot be predicted. Accordingly, the adverse market and price pressures resulting from an offering pursuant to a registration statement may continue for an extended period of time.

As certain restrictions on resale end pursuant to the effectiveness of this registration statement, the market price of ILLR Shares could drop significantly if the Selling Securityholders sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for ILLR to raise additional funds through future offerings of ILLR Shares or other securities.

Risks Factors Relating to the Company’s Hong Kong Operations and Proximity to the 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 subsidiaries. the Company 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.

The Company currently does not have operations in mainland China. Although the Company and its 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 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.

However, the laws and regulations in the PRC are evolving, and their enactment timetable, interpretation, and implementation involve significant uncertainties. To the extent that any PRC laws and regulations become applicable to the Company, the Company 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 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. 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 PRC government have made recent statements or recently taken regulatory actions related to data security, anti-monopoly, and overseas listings of mainland China businesses. For example, in addition to the PRC Data Security Law and the Measures for Cybersecurity Review issued by the Cyberspace Administration of China which became effective on February 15, 2022 (the “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 monopolistic 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 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 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 which may, 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 may also become subject to the laws and regulations of the PRC to the extent that the TAG Business commences business and customer facing operations in mainland China as a result of any future partnership, acquisition, expansion, or organic growth.

The PRC government exerts substantial influence, discretion, oversight, and control over the manner in which companies incorporated under the laws of PRC must conduct their business activities. The Company has offices in Hong Kong and has no operations in mainland China; however, there can be no guarantee that the PRC government will not seek to intervene or influence the operations of its business or its subsidiaries at any time.

Because (i) the Company currently does not have operations in mainland China, (ii) all sales of financial products offered by the Company and its subsidiaries, including those to PRC citizens, occur in Hong Kong, and (iii) the TAG Business does not sell any financial products in mainland China, the PRC government currently does not directly govern the manner in which the Company conducts 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 the Company 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 the Company’s expansion or acquisition of operations in or involving mainland China.

The PRC government has exercised and continues to exercise 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 PRC 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 both. The Company cannot be assured that the PRC government will not, in the future, release regulations or 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.

In addition, the various segments of the Company are regulated by a number of Hong Kong regulators, including, the Hong Kong Insurance Authority and the Mandatory Provident Fund Schemes Authority. PRC government influence or oversight over such Hong Kong regulators may have an indirect but material impact on the Company, including but not limited to with respect to capital requirements, its ability to operate certain businesses, its operations in certain jurisdictions (including the markets in which the Company or its subsidiaries may operate in the future) and/or the implementation of certain controls and procedures in relation to risk management or cybersecurity. Furthermore, the market prices and/or liquidity of the securities of the Company 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 the operations of the Company, directly or indirectly, at any time.

The securities of ILLR may be delisted or prohibited from being traded “over-the-counter” under the Holding Foreign Companies Accountable Act (as amended by the Accelerating Holding Foreign Companies Accountable Act) if the PCAOB were unable to fully inspect the company’s auditor.

The 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 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.

On December 2, 2021, the SEC adopted final amendments implementing congressionally mandated submission and disclosure requirements of the HFCA Act. On December 23, 2022 the Accelerating Holding Foreign Companies Accountable Act (AHFCA Act) 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. As a result, the time period before the Company’s securities may be prohibited from trading or delisted has been reduced accordingly.

Lack of access to PCAOB inspections prevents the PCAOB from fully evaluating audits and quality control procedures of the accounting firms headquartered in mainland China or Hong Kong. As a result, investors in companies using such auditors may be deprived of the benefits of such PCAOB inspections. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong in 2022, and the PCAOB Board vacated its previous determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, 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 number of factors out of our, and our auditor’s, control. 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.

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.

On December 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 number of factors out of our, and our auditor’s, control. 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 subject to the HFCA Act, as the same may be amended, 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.

Although not currently subject, the Company may become subject to the PRC laws and regulations regarding offerings that are conducted overseas and/or foreign investment in China-based issuers, and any failure to comply with applicable laws and obligations could have a material and adverse effect on the business, financial condition, results of operations, and the Company’s prospects of the Company and may hinder ILLR’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Recently, the PRC government has initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. On June 10, 2021, the Standing Committee of the National People’s Congress enacted the PRC Data Security Law, which took effect on September 1, 2021. The law requires data collection to be conducted in a legitimate and proper manner, and stipulates that, for the purpose of data protection, data processing activities must be conducted based on data classification and hierarchical protection system for data security.

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 market and promote the high-quality development of the capital market, 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.

On August 20, 2021, the 30 meeting of the Standing Committee of the 13 National People’s Congress voted and passed the “Personal Information Protection Law of the People’s Republic of China”, or “PRC Personal Information Protection Law”, which became effective on November 1, 2021. The PRC Personal Information Protection Law applies to the processing of personal information of natural persons within the territory of China that is carried out outside of China where (1) such processing is for the purpose of providing products or services for natural persons within China, (2) such processing is to analyze or evaluate the behavior of natural persons within China, or (3) there are any other circumstances stipulated by related laws and administrative regulations.

On 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.

On December 28, 2021, the Cyberspace Administration of China (“CAC”) jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020) issued on July 10, 2021. 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 listed in a foreign country.

The Company or its subsidiaries may collect and 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 combat money laundering). Given that (1) the Company 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, (2) they have no subsidiary, VIE structure, nor any operations in mainland China, and (3) pursuant to the Basic 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. As of date of this registration statement, the Company and its subsidiaries have conducted all sales activities in Hong Kong and in aggregate collected 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 the Company or its subsidiaries 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 the Company or that the oversight of the CAC will be extended to the TAG Business’s operations in Hong Kong, because (i) the Company is not a “CII Operator” or a “Network Platform Operator” as defined under the relevant PRC cyberspace laws; (ii) the Company does not harm PRC national security, public interests, or the legitimate rights and interests of citizens or organizations of the PRC; (iii) the Company is not subject to PRC government cyberspace scrutiny; and (iv) the Company is compliant with PRC cyberspace laws that have been issued up to the date of this registration statement.

However, since these statements and regulatory actions are new, it is highly uncertain how soon the legislative 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 apply to the Company, if at all. There can be no assurance that the Company will be able to comply in all respects with any PRC regulatory requirements that may become applicable to it in the future. For example, the Company’s 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, the Company may become subject to the consequences of such non-compliance, including fines and other penalties, which, in turn, may have a material adverse effect on the business, operations, financial condition, and prospects of the Company and may hinder the ability of the Company to offer or continue to offer securities to investors. Such an impact could, in turn, cause the value of such securities to significantly decline or be worthless.

The Company is subject to many of the economic and political risks associated with emerging markets, particularly China, due to its operations in Hong Kong. Adverse changes in Hong Kong’s or China’s economic, political, and social conditions as well as government policies could adversely affect the Company’s business and prospects.

The Company currently conducts its business in Hong Kong and is considering options for expansion of its business in mainland China. Accordingly, the Company is subject to risks and uncertainties including fluctuations in mainland China’s GDP, unfavorable or unpredictable treatment in relation to tax matters, expropriation of private assets, exchange controls, restrictions affecting its ability to make cross-border transfer of funds, regulatory proceedings, inflation, currency fluctuations, or the absence of, or unexpected changes in, regulations and unforeseeable operational risks. In addition, the Company’s business, prospects, financial condition, and results of operations may be significantly influenced by political, economic, and social conditions in Hong Kong and China generally and by continued economic growth in China.

The Chinese economy differs from the economies of 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 economic reform and 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 the Company. 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 the business and financial condition of the Company.

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 on the TAG Business. For example, the Company’s 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 a severe and negative impact on the Chinese economy since the first quarter of 2020. Whether this will lead to a prolonged downturn in the Chinese economy is still unknown. In addition, any future escalation of the ongoing trade war between the United States and China, regional or national instability, the ongoing impact of the COVID-19 pandemic, 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 the Company’s services and solutions among potential Chinese customers and materially and adversely affect its business and results of operations.

National laws of the PRC do not apply in Hong Kong unless they are listed in Annex III of the Basic Law and applied locally by promulgation or local legislation. 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 the anti-monopoly have not been listed in Annex III and so do not apply directly to Hong Kong. The laws and regulations in the PRC are evolving, and their enactment timetable, interpretation and implementation involve significant uncertainties. To the extent any PRC laws and regulations become applicable to the Company, it may be subject to the risks and uncertainties associated with the legal system in the PRC, including with respect to the enforcement of laws and 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.

The Company’s potential expansion of activities in China is subject to various risks.

The Company and certain of its subsidiaries, as of the date of this registration statement, primarily operate in Hong Kong. The Company has 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, 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 strategic partnership with a top asset manager (the “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.

Notwithstanding, expansion of China-related activities may expose the Company to additional risks, including:

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 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.

As the Company further expands into the international market, it is increasingly subject to additional legal and regulatory compliance requirements, including local licensing and periodic reporting obligations. the Company may inadvertently fail to comply with local laws and regulations, and any such violation could subject the Company to regulatory penalties, such as revocation of licenses, which would in turn harm its brand, reputation, business operation and financial results. Although the Company has policies and procedures in place to enhance compliance with local laws and regulations, there can be no assurance that its employees, contractors, or agents will stay compliant with these policies and procedures.

The Company’s financial services revenues are highly dependent on macroeconomic conditions as well as Hong Kong, China, and global market conditions. Disruptions in the global financial markets and economic conditions could adversely affect the the Company and its institutional clients and customers.

Given the certain of its business operations concentrated in Hong Kong, the Company’s success depends largely on the health of the Hong Kong financial industry, which is affected by changes in general economic conditions beyond the 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 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 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.

Changes in the condition of Hong Kong’s and China’s economies generally affect the demand and supply of financial products, which in turn will affect demand for the solutions that the Company provides. For example, a credit crisis, or prolonged 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 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 the Company’s customers, which could in turn negatively affect the Company’s revenues.

In addition, 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 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, 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.

Recent litigation, increased SEC disclosure requirements and negative publicity surrounding China-based companies listed in the United States may result in increased regulatory scrutiny of the Company and negatively impact the trading price of its shares, which could have a material adverse effect upon its business, including its results of operations, financial condition, cash flows, and prospects.

The management of the Company believes that recent litigation, increased SEC disclosure requirements, and negative publicity surrounding companies with operations in China that are listed in the United States have negatively impacted stock prices for these companies. Various equity-based research organizations have published reports on China-based companies, after examining their corporate governance practices, related party transactions, sales practices, and financial statements, and these reports have led to special investigations and listing suspensions on U.S. national exchanges, including the Nasdaq. In June 2021, SEC Chair Gary Gensler requested a “pause” in U.S. IPOs of Chinese companies to assess these issues. In August 2021, the SEC started to issue new disclosure requirements to companies operating in China and seeking to list on U.S. securities exchanges in order to boost investor awareness of the certain risks, including with respect to certain corporate structures of Chinese companies, such as VIEs and the risk of Chinese regulators intervening with company operations or data security policies.

As of the date of this registration statement, the Company and its subsidiaries have not entered into, and have no plans to enter into, any contractual arrangements with any VIEs in China. However, should the Company’s growth strategy involving China materialize and its current expansion plans materially change, the Company may be required to enter into contractual arrangements with VIEs, in which case the Company may become subject to risk associated with VIEs and come under increased scrutiny from U.S. securities regulators in light of such developments.

Any similar scrutiny of the Company, regardless of its merit (or lack thereof), could result in a diversion of management resources and energy, potential costs to defend against rumors, increased ongoing disclosure requirements, decreases and volatility in the trading price of shares, and increased directors and officers insurance premiums and could have a material adverse effect upon the company’s business, including results of operations, financial condition, cash flows, and prospects.

Failure to comply with existing or future laws and regulations related to data protection or data security could lead to liabilities, administrative penalties, or other regulatory actions, which could negatively affect the Company’s operating results, business, and prospects.

The regulatory framework for the collection, use, safeguarding, sharing, transfer and other processing of personal data worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Regulatory authorities in virtually every jurisdiction in which members of ILLR operate have implemented or are considering a number of legislative and regulatory proposals concerning personal data protection. The management of the Company has been monitoring the evolution of this area of law and intends to take steps to ensure compliance with laws applicable to the Company’s current operations in Hong Kong and potential future operations in China.

While the management of ILLR believes that ILLR is not currently 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, ILLR may 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.

The PRC may prevent the cash maintained by the Company in Hong Kong from leaving, or the PRC could restrict deployment of such cash for the Company’s business purposes or for the payment of dividends.

The Company 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 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 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 government has not issued similar laws or regulations for companies that are incorporated in or conduct businesses 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 Law is 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.

Risks Factors Relating to the Company’s Business and Operations

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

Some of the solutions that we offer are built on 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.

We rely on our business relationships with product issuers and the success of those product issuers, and the future development depends, in part, on the growth of such product issuers and their continued collaboration.

The 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.

The Platform Business’s future development depends, in part, on the growth of such product issuers, on their continued development of new financial products, and on their continued collaboration. Failure by such product issues to continue to sell new financial products may, in turn, limit our ability to offer such products to their customers. There can be no assurance that if any product issuer discontinued its business or ceased to collaborate with us could find replacement products on comparable terms, or at all. If the Platform Business cannot maintain its current pipeline of products from product issuers, 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.

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.

The property agency segment of the Platform Business, run by OnePlatform International Property Limited (“OIP”), has historically operated with thin profit margins. In accordance with its contracts with property developers and agreements with its own staff, commission income from OIP’s operations is dispersed broadly among both the consultancy force and salespersons, often equaling up to 50% of the commission. This significant split of commission income has historically resulted in marginal profit for OIP.

In recent years, the segment has been loss-making and 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 Business will be able 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, the 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 of engagement with property developers and salespersons. Such disruptions to the property agency segment of the Platform Business could have negative effects on its business, financial condition, results of operations, and prospects.

The Company relies on third parties for various aspects of its business and the services and solutions that it offers. The Company’s business, results of operations, financial condition, and reputation may be materially and adversely affected if these third parties do not continue to maintain or expand their relationship with the Company, or if they fail to perform in accordance with the terms of their relevant contracts.

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.

If any of the third-party service providers fail to perform properly, there can be no assurance that we would be able to find suitable replacement suppliers on commercially reasonable terms on a timely basis, or at all. The third-party service providers may carry out their business in an inappropriate manner or in violation of regulations or laws. Any of such occurrences could diminish our ability to operate or damage its business reputation, or cause it regulatory or financial harm, any of which could negatively affect our business, financial condition, and results of operations.

A 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.

A number of our business partners are commercial banks and other financial institutions that are highly regulated and must comply with complex and changing government regulations and industry standards, which are subject to significant changes, in the various jurisdictions in which they operate. Global, regional, or local regulatory developments, including those in respect of consumer protection, credit availability, risk management, and data privacy, could adversely affect our customers or otherwise result in a reduction in the volume and frequency of its business transactions.

Our financial institution partners must sometimes include restrictive provisions in their contracts with service providers, with respect to security and privacy, ongoing monitoring, risk management, and other limitations. These provisions may increase our costs, limit the scope of the solutions we offer, or otherwise restrict customer access. In addition, our customers may have less capacity or incentive to purchase solutions from us, may pass on their increased costs to us, or may cease to use certain of our solutions. As aspects of our business employ a broker-based model, any reduction of transactions by our partners may materially and adversely affect our business and results of operations.

As a result of such laws and regulations, certain of our business partners have had, or will have, to adjust their business practices in ways that reduce their use of our solutions, and these types of changes in response to regulatory developments may adversely affect our business, result of operations, and financial conditions.

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

Significant volatility in the number of client transactions and rebalancing activity may result in operational problems such as a higher incidence of failures to deliver services and errors in processing transactions, and such volatility may also result in increased personnel and related processing costs. We may experience adverse effects on its profitability resulting from significant reductions in product sales and may encounter operational problems arising from unanticipated high transaction volume because we are not able to control such fluctuations.

In addition, significant transaction volume could result in inaccurate books and records, which would expose us to disciplinary action by governmental agencies and other relevant regulators.

We operate in a variety of heavily regulated industries in Hong Kong and globally, which expose its business activities to risks of noncompliance with an increasing body of complex laws and regulations.

Due to the heavily regulated nature of the industries in which we operate, primarily the insurance, Mandatory Provident Fund (“MPF”), asset management and money lending industries, we are required to comply with a wide array of Hong Kong laws and regulations that regulate, among other things, the manner in which they conduct their businesses, which of our operating entities can provide certain services, and the fees that they may charge. Governmental authorities and various Hong Kong agencies, including, 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.

Because 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.

These licensing requirements and other regulations directly impact our business and require ongoing compliance, monitoring, and internal and external audits as they continue to evolve and may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions. Subsequent changes to data protection and privacy laws, for instance, could impact how we process personal information, and therefore limit the effectiveness of its products or services or its ability to operate or expand its business, including limiting strategic partnerships that may involve the sharing of personal information.

Both the scope of the laws and regulations and the intensity of the supervision to which we are subject have increased over time, in response to financial crises as well as other factors such as technological and market changes. Regulatory enforcement and fines have also increased across the financial services sector in Hong Kong and the other markets where we operate. Our management expects that its business will remain subject to extensive regulation and supervision. These regulatory changes could result in an increase in our regulatory compliance burden and associated costs and place restrictions on its operations. Our failure to comply with applicable licensing requirements and relevant laws and regulations could lead to, among other things:

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. In addition, a 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.

To resolve issues raised in examinations or other governmental actions, we or certain of our subsidiaries may be required to take various corrective 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 decisions can give rise to the initiation of lawsuits against us for activities that it has conducted in the past. We have been, 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.

Although we have systems and procedures directed to comply with these legal and regulatory requirements, there can be no assurance that more restrictive laws and regulations will not be adopted 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 business practices non-compliant or which 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 of operations.

We are subject to evolving regulatory requirements, and failure to comply with these regulations or to adapt to regulatory changes could materially and adversely affect its operations, business, and prospects.

Many of our aspects, including brokerage and technology services to individual investors, banks, and insurance companies, insurance loss adjustment services, online publication services relating to financial product information, facilitating consumer 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.

We 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.

For example, the regulatory 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 regulatory environment, it cannot be assured that regulators will interpret laws and regulations 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.

We may be adversely affected by the complexity, uncertainties, and changes in regulation of internet-related businesses and companies, and any lack of requisite approvals, licenses, or permits applicable to our business may have a material adverse effect on its business and results of operations.

The Hong Kong government extensively regulates the internet industry, including foreign ownership of, and the licensing and permit requirements pertaining to, companies in the 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 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 in the interpretation and enforcement of Hong Kong laws and regulations could limit the legal protections available to us and our investors.

Hong Kong laws and regulations concerning the internet-related  and financial 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.

Triller has a limited operating history and experience fluctuations in its results of operations due to the nature 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 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 predict 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:

Any one or more of the factors above may result in significant fluctuations in Triller’s quarterly results of operations. You should not rely on Triller’s past results as an indicator of our future performance. The variability and unpredictability of Triller’s quarterly results of operations or other operating metrics could result in its failure to meet its expectations or those of analysts that cover it or investors with respect to revenue or other key metrics for a particular period. If Triller fails to meet or exceed such expectations for these or any other reasons, Triller could face costly lawsuits, including securities class action suits.

In 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.

Triller has an unproven and evolving business model and the Company cannot provide any assurance that Triller will generate significant revenues or operating profit.

Triller’s current business model is unproven and evolving and the scale and profit potential, if any, is unknown at this time. Management has spent significant time developing and refining its business model in an effort to increase revenue and gain market share. For example, in 2022, Triller refocused its business model in an effort to refine the ways in which it generates revenue, as it determined that, at that time, the Triller app would not be a revenue generating business model. Triller intends to further refine its revenue model, including through its plan to implement a program designed to utilize the Triller app in a manner that allows it to monetize its existing user base and through a proposed launch of a sales and marketing program, among others. To date Triller’s efforts to create 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, among other things, the success of its refocus of its business in 2022 and recent proposed changes to its revenue model, 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.

Triller has various financial obligations which have come due in the past six months and are coming due over the next twelve months and it may not be able to meet its cash obligations as those amounts come due.

Triller has various convertible financial obligations which have come due in the past six months and are coming due over the next twelve months, pursuant to which the holders thereof have the option to convert such obligations into equity securities of Triller or be paid in cash at maturity. In the event these holders do not choose to convert such obligations into equity securities in Triller and instead elect to receive cash in lieu of shares, Triller may not have sufficient cash on hand to satisfy these obligations or may 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.

The loss of a large customer could have an adverse effect on Triller’s business.

As of December 31, 2023, Triller had one customer that comprised approximately 11.5% of consolidated accounts receivable. As of December 31, 2022, Triller had no customers that comprised over 10% of consolidated accounts receivable. During the years ended December 31, 2023 and 2022, Triller had a single customer, All Elite Wrestling, a customer of TrillerTV, which accounted for approximately 19% and 16% 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.

Non-compliance with the objective and subjective criteria for the Paycheck Protection Program (“PPP”) loan could have a material adverse effect on Triller’s business.

On April 10, 2020, Triller Inc. received a PPP Loan from First Choice Bank, in the aggregate amount of $1,556,000, pursuant to the Paycheck Protection Program (“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 any 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, but is currently being reviewed by the SBA. On January 11, 2024, Triller received a request for a production of documents and information from the SBA.

In order to apply for 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 determines 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 be subject to additional penalties and adverse publicity, which could have a material adverse effect on Triller’s business, results of operations, and financial condition.

If the Company’s goodwill or intangible assets become impaired, the Company may be required to record an additional significant charge to earnings.

A significant decline in the Company’s expected future cash flows, a significant adverse change in the business climate, slower economic growth or a significant and sustained decline in the value of ILLR’s common stock, any or all of which could be materially impacted by many of the risk factors discussed herein, may necessitate ILLR’s taking charges in the future related to the impairment of its goodwill. Future regulatory actions could also have a material impact on assessments of goodwill for impairment. If ILLR were to conclude that a future write-down of its goodwill is necessary, ILLR would record the appropriate charge, which could have a material adverse effect on its results of operations. ILLR reviews its goodwill for impairment annually and at any time upon the occurrence of certain events or substantive changes in circumstances that indicate the carrying amount of goodwill 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 ILLR’s business, including macroeconomic conditions such as rising interest rates and fluctuations in markets, could result in impairments and significant charges to earnings.

Triller is not in compliance with the payment obligations of a significant number of its significant music licensing agreements and agreements with other vendors and counterparties.

Triller is not in compliance with the 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 failure to make such payments on time. In addition to being behind on payments to music licensing counterparties, Triller is overdue on payments to other parties and vendors, including but 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.

While Triller is currently working with its partners and counterparties and/or negotiating the terms of these various agreements, if Triller is unsuccessful in renegotiating these agreements or receiving waivers of the due date of payments required thereunder, its partners and vendors could terminate these agreements and require Triller to make these fee payments in their entirety. Further, if Triller’s music 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 look to file litigation against Triller seeking such overdue payment, which could have an adverse effect on Triller’s business, financial condition, and results of operations.

We may in the future be adversely affected by natural disasters, the physical effects of climate change, and other catastrophic events, and by man-made problems such as geo-political conflicts and events, including acts of war and terrorism, that could disrupt Triller’s business operations and adversely affect Triller’s financial condition and results of operations.

We 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, although Triller is not directly impacted by the war between Russia and Ukraine, conflict in Ukraine has further disrupted trade, intensified problems in the global supply chain, and contributed to inflationary pressures. Financial markets around the world experienced volatility following the recent invasion of Ukraine 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 future. The full economic and social impact of the sanctions imposed on Russia (as well as possible future punitive measures that may be implemented), as well as the counter measures imposed by Russia, in addition to the ongoing military conflict between Ukraine and Russia and related sanctions, which could conceivably expand into the surrounding region, remains uncertain; however, both the conflict and related sanctions have resulted and could continue to result in disruptions to trade, commerce, pricing stability, credit availability, supply chain continuity and reduced access to liquidity in both Europe and globally, and has introduced significant uncertainty into global markets. In particular, the ongoing Russia-Ukraine conflict and related sanctions has contributed to rapidly rising costs of living (driven largely by higher energy prices) in Europe and other advanced economies. Further, a weak or declining economy could strain Triller’s suppliers and manufacturers. As 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 it escalates to involve additional countries, further economic sanctions or wider military conflict.

Generally, during times 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 agree with its public expressions of support for Ukraine and its Ukrainian team members. Any such attack could cause disruption to Triller’s platform, systems, and networks, result in security breaches or data loss, damage Triller’s brand, or reduce demand for Triller’s services or advertising products. In addition, Triller may face significant costs (including legal and litigation 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 connection with the ongoing conflict.

Unfavorable macroeconomic conditions, including those caused by inflation or reductions in customers’ spending, could limit Triller’s ability to grow its business and negatively affect its results of operations.

Triller’s business is also impacted by macroeconomic factors. General business and economic conditions that could affect Triller’s business, financial condition or results of operations include fluctuations in economic growth, debt and equity capital markets, liquidity of the global 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 economic 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 reduce purchases of Triller’s 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, financial condition, and results of operations. In addition, political instability or adverse political developments could harm Triller’s business, financial condition and results of operations.

In addition, market volatility, the high inflationary environment and economic uncertainty make it potentially very difficult for Triller’s customers, its Brands, Creators and Triller to accurately forecast and plan future business activities. During challenging economic times, Creators, Brands and users may have difficulty gaining timely access to sufficient credit or obtaining credit on reasonable terms and may face increased costs or other negative financial impacts, each of which could impair their ability to make timely payments to Triller and adversely affect Triller’s revenue. If that were to occur, Triller’s financial results could be harmed. Further, challenging economic conditions may impair the ability of Triller’s Creators, Brands and users partners to pay for the applications and services Triller offers, which may impact demand for its products. In addition, a weak or declining economy could also strain Triller’s suppliers and manufacturers, possibly resulting in supply disruption. Any of the foregoing could harm Triller’s business and Triller cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact Triller’s business.

Triller’s financial 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.

Triller’s business is impacted geopolitical events, the overall macro-economy, Brands’ marketing budgets and expenditures and other factors such as interest rates. 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.

Triller’s recent acquisitions have caused Triller to grow rapidly, and 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.

Triller’s recent acquisitions have caused Triller to grow rapidly, and Triller may need to continue to make changes to operate at its current size and scale. If Triller fails to realize the anticipated benefits and cost synergies from its recent acquisitions, or if it experiences any unanticipated or unidentified effects in connection with these transactions, 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 results of operations could be adversely affected. Moreover, Triller’s recent acquisitions involve risks and uncertainties including those associated with the integration of operations, 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, Triller currently manually closes the books across its various subsidiaries and business units, and manually consolidate and roll up such subsidiary financials into Triller’s consolidated financial statements. Triller does not currently utilize a consolidated ERP system to 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 costly. Triller may not be able to manage the integration of acquired businesses successfully or achieve the strategic, financial or operating objectives of the acquisition or integration, any of which could adversely affect Triller’s business, results of operations or the value of Triller’s acquisitions, and these acquisitions may not be accretive to its earnings and may negatively impact its results of operations. If Triller’s operations continue to grow, Triller 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 erosion of Triller’s brand image and reputation and could have an adverse effect on its business, financial condition, and operating results.

If the Company acquires, combines with or invests in other businesses, it will face risks inherent in such transactions.

The 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.

The Company entered into multiple strategic alliances in the past and later recognized related impairment losses on investments and goodwill. The Company may incur debts in the future upon an acquisition or suffer losses related to impairment of these investments. The Company will continue to examine the merits, risks and feasibility of potential transactions, and expect to explore additional acquisition opportunities in the future. Such examination and exploration efforts, and any related discussions with third parties, may or may not lead to future acquisitions and investments. The Company may not be able to complete acquiring or investing transactions that the Company initiates. The Company’s ability to grow through such acquisitions and investments will depend on many factors, including the availability of suitable acquisition candidates at an acceptable cost, the Company’s ability to reach agreement with acquisition candidates or investee companies on commercially reasonable terms, the availability of financing to complete transactions and the Company’s ability to obtain any required governmental approvals.

Any future transaction could involve numerous risks, including:

If the Company enters into significant transactions in the future, related accounting charges may affect its business, results of operations and financial condition, particularly in the case of any acquisitions. In addition, the financing of any significant acquisition may result in changes in the Company’s capital structure, including the incurrence of additional indebtedness, which may be substantial. Conversely, 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, strategic alliances or joint ventures or enter into any business combination that they will be completed in a timely manner, or at all, that they will be structured or financed in a way 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 these transactions could result in material increases in costs or reductions in expected revenues, or both. In 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.

Triller 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.

Triller is involved 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. Triller 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.

There can be no assurances that a favorable final outcome will be obtained in all Triller’s cases, and defending any lawsuit is costly and can impose a significant burden on management and employees. Any litigation to which Triller is a party may result in an onerous or unfavorable judgment that may not be reversed upon appeal or in payments of substantial monetary damages or fines, or Triller may decide to settle lawsuits on similarly unfavorable terms, which has occurred in the past and which could adversely affect Triller’s business, financial conditions, or results of operations.

If these lawsuits are not resolved in its favor, Triller would not have enough cash on hand to meet these obligations unless it is able to raise additional capital in an amount sufficient to satisfy them. This may affect Triller’s ability to remain solvent and pay its obligations when they come due, including under existing litigation settlement obligations and new litigation adverse judgments.

In the past, 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.

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.

Improper or illegal use of Triller’s Technology Platform could seriously harm Triller’s business and reputation.

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 cost to Triller. Triller may also be subject to liability or claims related to such spamming activity.

Similarly, terrorists, criminals, and other bad actors may use Triller’s Technology Platform to promote their goals and encourage users to engage in terror and other illegal activities. Triller expects that as more people use its Technology Platform, these bad actors will increasingly seek to misuse Triller’s products. Although Triller invests resources to combat these activities, including by suspending or terminating accounts Triller believes are violating its Terms of Service, it expects these bad actors will continue to seek ways to act inappropriately and illegally on its Technology Platform. Combating these bad actors requires Triller’s teams to divert significant time and focus from improving its products. In addition, Triller may not be able to control or stop its Technology Platform from becoming the preferred application of use by these bad actors, which may become public knowledge and seriously harm Triller’s reputation or lead to lawsuits or attention from regulators. If these activities increase on Triller’s Technology Platform, Triller’s reputation, user growth and user engagement, and operational cost structure could be seriously harmed.

Triller tracks 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.

Triller calculate 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.

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

Triller generates revenue through Brands and consumers, with the majority of its revenue coming from Brands. To succeed, 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’s ability to 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, users and consumers a high-quality experience. Triller must also 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.

Triller’s success depends on its ability to attract Brands to its Technology Platform and provide users and consumers with engaging content, which in part depends on Creator contributed content. If Triller or Creators, including influential Creators, such as celebrities, athletes, journalists, sports leagues and teams, media outlets and Brands, do not continue to contribute engaging content to Triller’s Technology Platform, Triller’s consumer growth, retention and engagement may decline. That, in turn, may impair Triller’s ability to maintain good relationships with Brands that utilize Triller’s Technology Platform or attract new Brands, which may seriously harm Triller’s business and financial performance.

Use of 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.

Triller integrate third-party social media platforms into its Technology Platform. For example, in addition to Triller’s own content on its website and Triller app, Triller’s Creators can share content on social-media platforms such as Facebook, Instagram, TikTok and Twitter. As laws and regulations rapidly evolve to govern the use of these platforms and devices, the failure by us, Triller’s employees, Triller’s network of Creators, Triller’s Brands, Triller’s users or third parties acting at Triller’s direction to abide by applicable laws and regulations in the use of these platforms and devices or otherwise could subject Triller to regulatory investigations, class action lawsuits, liability, fines or other penalties and have a material adverse effect on Triller’s business, financial condition and results of operations.

In addition, any use of social media for marketing may increase the burden on Triller to monitor compliance of such materials, and increase the risk that such materials could contain problematic product or marketing claims in violation of applicable regulations. For example, in some cases, the Federal Trade Commission (“FTC”) has sought enforcement action where an endorsement has failed to clearly and conspicuously disclose a material relationship between an influencer and an advertiser. While Triller asks Creators to comply with FTC regulations and Triller’s guidelines, Triller does not regularly monitor what its Creators post, and if Triller were held responsible for the content of their posts, it could be forced to alter its practices, which could have material adverse effect on Triller’s business, financial condition, and results of operations.

Negative commentary regarding us, Triller’s products or Creators or Brands, Triller’s users and other third parties who are affiliated with Triller may also be posted on social media platforms and may 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.

Triller may not be successful in its efforts to further monetize its Technology Platform, which may harm Triller’s business.

Triller’s Technology Platform generates revenue through Brands and consumers, with most of Triller’s revenue generated from Brands through revenue sharing and service fee arrangements. When Triller enables the consumption of content by individuals in the form of Triller branded live Events, Triller creates an ecosphere of content across its Technology Platform offerings and it also generates revenue in the form of live-event ticket sales, pay-per-view fees, subscriptions and merchandise sales. Triller’s partnerships with high-profile Creators and Brands enable Triller to host live Events that receive massive viewership. As such, Triller is seeking to expand its relationships with Brands, its Creator and consumer base and increase the number of hours that consumers spend on Triller’s Technology Platform and the volume of content that is published across and from Triller’s Technology Platform in an effort to create additional revenue opportunities. Triller has made, and are continuing to make, significant investments to enable users, Brands, Creators, and advertisers to create compelling content and deliver advertising to Triller’s users.

Triller’s ability 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 engagement data, which may be restricted or prevented by a number of 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.

Further, Triller may not be successful in further monetizing its Technology Platform. Most of the revenue from Triller’s Technology Platform is generated from Brands through 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 Triller’s Technology Platform. As a result, Triller’s financial performance and ability to grow revenue could be seriously harmed if:

If Triller is unable to maintain adequate content on its Technology Platform, its business may be harmed.

Triller may fail to attract Creators that generate sufficient content hours on its Technology Platform and for its Brands. Triller’s business model depends on its ability to connect its Brands with content Creators. If Triller is unable to grow and maintain spend from its Brands, either through revenue sharing relationships or fee sharing arrangements, its results of operations may be harmed.

Triller operates in a highly competitive industry, and Triller competes for Brands with other social media outlets and streaming services, as well as traditional media, such as radio, broadcast, cable and satellite TV and satellite and internet radio. Triller may not be successful in maintaining or improving the number of its Brand partners 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.

Triller’s competitors offer content and other platforms that may be more attractive to advertisers than Triller’s Technology Platform. If Triller is unable to increase its revenue by, among other things, continuing to improve its Technology Platform’s data to further optimize and measure its Brand partners’ campaigns, increase revenue from fee sharing arrangements or the completion of successful campaigns for its Brands, Triller’s business and its growth prospects may be harmed. Triller may not be able to compete effectively or adapt to any such changes or trends, which would harm its ability to grow its advertising revenue and harm its business.

Triller’s success and revenue growth are dependent on adding new Creators, users, consumers and Brands, effectively educating and training Triller’s existing Creators and Brands on how to make full use of Triller’s Technology Platform and increasing usage of Triller’s Technology Platform by Triller’s consumers.

Triller’s success 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.

Triller’s Creators and Brands typically have relationships with numerous providers and can use both Triller’s platform and those of Triller’s competitors without incurring significant costs or disruption. Triller’s Brands may also choose to decrease their 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 number 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 Triller’s Technology Platform for any other reason, or if Triller fails to 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 condition. Any increased competition, which may not be foreseeable, or Triller’s failure to adequately address any competitive factors, could result in reduced demand 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.

Triller generates substantially all of its revenue from Brands. If the content and services provided on Triller’s Technology Platform are not relevant to Brands, fail to attract new Brands or result in a loss of Brands using Triller’s Technology Platform, Triller’s growth may be adversely impacted.

Triller 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.

Most Brands do not have long-term commitments with us, and Triller’s efforts to establish long-term commitments may not succeed. Because most Brands do not have long-term commitments with us, they may terminate their contracts and relationships with Triller and may instead pursue relationships with competitors. Since Triller does not have long-term contractual commitments with its Brand partners, maintaining and enhancing relationships with its Brand partners will require Triller to make substantial investments and these investments may not be successful.

The Brands with whom Triller partners vary from small businesses to well-known Fortune 500 companies. Due to Triller’s limited operating history, many Brands only recently started working with Triller’s Technology Platform solutions and spend a relatively small portion of their overall advertising budget with Triller In addition, some Brands may view some of Triller’s Technology Platform offerings as experimental and unproven or prefer certain of Triller’s products over others.

Furthermore, in April 2021, Apple issued an iOS update that imposes heightened restrictions on Triller’s access and use of user data by allowing users to more easily opt-out of tracking of activity across devices. Additionally, Google has announced that it will implement similar changes with respect to its Android operating system and major web browsers, like Firefox, Safari, and Chrome, have or plan to make similar changes as well. These changes have adversely affected Triller’s targeting, measurement, and optimization capabilities. This has resulted in, and in the future is likely to continue to result in, reduced demand for Triller’s Technology Platform products and could seriously harm Triller’s business. The longer-term impact of these changes on Triller’s industry, Triller’s competitors, Triller’s business, and the developers, partners, and advertisers within Triller’s community is uncertain, and depending on how Triller, its competitors, and the overall industry adjusts, and how Triller’s partners, advertisers, and users respond, Triller’s business could be seriously harmed. While Triller implements alternative solutions, Triller is subject to rules and standards set by the owners of such mobile operating systems which may be unclear, change, or be interpreted in a manner adverse to Triller and require Triller to halt or change Triller’s solutions, any of which could seriously harm Triller’s business.

Triller has made, and are continuing to make, investments to enable Creators and Brands to deliver relevant content to consumers on Triller’s Technology Platform. If Triller fails to continue to innovate and improve on its Technology Platform, its business may be harmed. New technologies, products and services are driving rapid changes in consumer behavior as consumers seek more control over when, where and how they consume content and access communications services. These technological advancements and changes in consumer behavior and/or Triller’s failure to effectively anticipate or adapt to such changes, could reduce Triller’s subscriber activations and increase Triller’s user churn rate, and could have a material adverse effect on Triller’s business, results of operations, financial condition and cash flow.

Moreover, Triller relies heavily 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 upcoming European Digital Services Act (“DSA”) which will go into effect in late 2023 or early 2024, prohibits targeted advertising to minors based on the profiling of personal information in the European Union. Other European legislative proposals and present laws 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 the United States, the California Consumer Privacy Act (“CCPA”) and the California Privacy Rights Act of 2020 (“CPRA”) (operative January 2023), 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 may experience media, legislative, or regulatory scrutiny of its 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 that a positive reputation concerning its Technology Platform is important in attracting and 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 positive 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 those users, or the 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 growth, engagement, and monetization on mobile devices depend upon effective operation with mobile operating systems, networks, technologies, products, and standards that Triller does not control.

There is no 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 ads, or charge fees related to the distribution of its products or its delivery of ads have in the past adversely affected, and could in the future adversely affect, the usage of its products and monetization on mobile devices. For example, Apple previously released an update to its Safari browser that limits the use of third-party cookies, which reduces Triller’s ability to provide the most relevant ads to its users and impacts monetization, and also released changes to iOS that limit its ability to target and measure ads effectively, while expanding their own advertising business. Triller expects that any similar changes to Apple’s, Google’s, or others’ browser or mobile platforms will further limit its ability to target and measure the effectiveness of ads and impact monetization. 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-term 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.

Unfavorable media coverage has in the past and could in the future materially adversely affect Triller’s business, brand image or reputation.

Triller receives a high degree of media coverage. Unfavorable publicity and/or false media reports regarding us, Triller’s privacy practices, data security compromises or breaches, product changes, product quality, litigation or regulatory activity, including any intellectual property proceeding, or regarding the actions of Triller’s partners, Triller’s Creators, Triller’s Brands or consumers, Triller’s employees or other companies in Triller’s industry, has in the past and could in the 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 fees, including articles discussing Triller’s litigation with Sony Music Entertainment and Universal Music Publishing Group, which may adversely affect Triller’s brand image or reputation. For more information, see discussion of the Sony Music Litigation under “Description of Triller’s Business—Legal Proceedings.”

If 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.

Triller’s market 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.

Triller faces robust and rapidly evolving competition in all aspects of its business, including from companies that allow users to share and discover content and/or that enable Creators and Brands to use content platforms to reach customers, such as Apple, Alphabet (including Google and YouTube), Amazon, Snapchat, Facebook (including Instagram), ByteDance (including TikTok), ESPN+, BT Sport, Kayo Sports, Klaviyo and Showtime, among others.

Triller competes to attract, engage and retain users against current and potential competitors, both globally and in particular geographic regions where it operates. These competitive risks are heightened because some of Triller’s competitors have more extensive hardware, software, and service offerings, longer histories, larger user bases, increased brand recognition, more experience in the markets in which Triller competes and greater overall resources than Triller. These advantages enable them to devote more financial resources to technology, infrastructure, fulfillment and marketing, which in turn enables them to offer competitive services at little or no profit or even at a loss. For example, prominent, well-funded competitors like Apple, Google, and Amazon have a competitive advantage because they can leverage the substantially broader product offerings in their ecosystem to gain subscribers through bundled offers and to 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.

Relatedly, Triller competes for users based on its presence and visibility as compared with other businesses and platforms that deliver audio and video content through the internet and connected devices. Triller faces significant competition for users from companies promoting their own digital content online or through application stores, including large, well-funded, and seasoned participants in the digital media market.

Triller also 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 introduce, new 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 user retention, growth, and engagement. As the market for on-demand video on the internet and mobile and connected devices increases, new competitors, business models and solutions are likely to emerge. Triller believes that companies with a combination of technical expertise, brand recognition, financial resources and digital media experience pose a significant threat of developing competing on-demand distribution technologies.

Additionally, Triller competes for a share of advertisers’ overall marketing budgets with other content providers on a variety of factors, including perceived return on investment, effectiveness and relevance of Triller’s advertising products and content offering, pricing structure, and ability to deliver 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 mobile applications, as well as traditional advertising channels such as terrestrial radio and television.

Most of Triller’s competitors in this market have substantially greater financial and other resources, larger research and development staffs, and more experience and capabilities in developing, marketing and distributing products. Ongoing pricing pressure could result in significant price erosion, reduced profit margins and loss of market share, any of which could have a material adverse effect on Triller’s business, results of operations, financial position and liquidity. Large internet companies with strong brand recognition, such as TikTok, Facebook, Google, Amazon and Twitter, have significant numbers of sales personnel, substantial advertising inventory, proprietary advertising technology solutions and traffic that provide a significant competitive advantage and have a significant impact on pricing for reaching these user bases. Failure to compete successfully against Triller’s current or future competitors could result in the loss of current or potential advertisers, a reduced share of Triller’s advertisers’ overall marketing budget, the loss of existing or potential users, or diminished brand strength, which could adversely affect Triller’s pricing and margins, lower Triller’s revenue, increase Triller’s research and development and marketing expenses and prevent Triller from achieving or maintaining profitability.

Moreover, Triller competes with other forms of entertainment and leisure activities. While Triller monitors general market conditions, significant shifts in consumer demand 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.

Access to certain of Triller’s products depends on mobile app stores and other third parties such as data center service providers, hosted web service providers, internet transit providers and other communications systems service providers. If third parties such as the Apple App Store or Google Play Store adopt and enforce policies that limit, prohibit or eliminate Triller’s ability to distribute or update its applications through their stores, or increase the costs to do so, it could materially adversely affect Triller’s business, financial condition and results of operations.

Triller’s products and services mainly depend on mobile application stores and the continued services and performance of other third parties such as data center service providers, third party computer systems, internet transit providers, and other communications systems and service providers. Triller’s mobile applications are almost exclusively accessed through and depend on the Apple App Store and the Google Play Store. While Triller’s mobile applications are generally free to download from these stores, Triller offers its users the opportunity to purchase subscriptions and certain à la carte features through these applications. Triller determines the prices at which these subscriptions and features are sold, subject to approval by Apple or Google, as relevant. Purchases of these subscriptions and features via Triller’s mobile applications are mainly processed through the in-app payment systems provided by Apple and Google. Triller pays Apple and Google, as applicable, a meaningful share (up to 30%) of the revenue it receives from transactions processed through in-app payment systems (Google reduced its in-app purchase fees for subscription payments to 15% as of January 1, 2022). If the Apple App Store or the Google Play Store were to experience an outage, or if either decided to exit a market, many of Triller’s users may be unable to access Triller’s apps, which could materially adversely affect Triller’s business, financial condition and results of operations. Any deterioration in Triller’s relationships with these and other third-party suppliers, vendors, and business partners, or any adverse change in the terms and conditions governing these relationships, could have a negative impact on Triller’s business, financial condition, and results of operations.

Furthermore, application stores and other third party providers such as Apple and Google have broad discretion to make changes to their operating systems or payment services or change the manner in which their mobile operating systems function and their respective terms and conditions applicable to the distribution of Triller’s Technology Platform, including the amount of, and requirement to pay, certain fees associated with purchases required to be facilitated by such third parties through Triller’s applications, and to interpret their respective terms and conditions in ways that may limit, eliminate, or otherwise interfere with Triller’s products and services, Triller’s ability to distribute its Technology Platform through their stores, Triller’s ability to update its applications, including to make bug fixes or other feature updates or upgrades, the features Triller provides, the manner in which Triller markets its in-app products and services, its ability to access native functionality or other aspects of mobile devices, and its ability to access information about its users that they collect. There can be no assurance that Apple or Google, or any other similar third party, will not limit, delay, eliminate, or otherwise interfere with the distribution of Triller’s Technology Platform, or that Triller will not be limited or prohibited from using certain current or prospective distribution or marketing channels in the future. To the extent any of them do so, Triller’s business, financial condition and results of operations could be materially adversely affected.

In addition, the websites and apps of Triller’s competitors may rank higher than offerings from Triller’s Technology Platform and Triller’s Triller app in search engines and or app stores, and/or Triller’s application may be difficult to locate in device application stores, which could draw potential users away from Triller’s service and toward those of Triller’s competitors. Device application stores often offer users the ability to browse applications by various criteria, such as the number of downloads in a given time period, the length of time since an application was released or updated, or the category in which the application is placed. If Triller is unable to compete successfully for users against other digital media providers by maintaining and increasing its presence, ease of use, and visibility and the amount of content streamed on Triller’s Technology Platform may fail to increase or may decline and Triller’s subscription fees and advertising sales may suffer.

In operating its Technology Platform, Triller may fail to launch new products or features according to its timetable, and its new products or features may not be commercially successful.

In order for Triller’s integrated global platform to succeed over time, Triller will need to license, acquire or develop new products or features that can generate additional revenue and further diversify Triller’s revenue sources. A number of factors, including technical difficulties, government approvals and licenses of intellectual property rights required for launching new products, lack of sufficient development personnel and other resources, and adverse developments in Triller’s relationship with the licensors of Triller’s new licensed products could result in delay in launching Triller’s new products. Therefore, Triller cannot assure you that it will be able to meet its timetable for new launches.

Additionally, Triller’s operations and revenues are affected by consumer tastes and entertainment trends, including consumer use of Triller’s Technology Platform and other applications such as TikTok, Instagram, Facebook, Netflix and YouTube, and various other social media apps and short- and long- form streaming services, as well as the market demand for live sports and music Events, user-generated content generally, and internet-based Brand engagement, each of which are unpredictable and may be affected by changes in the economic, social, cultural and political climate or global issues such as the recent COVID-19 pandemic. Changes in consumers’ tastes or perceptions of Triller’s Technology Platform, content or business partners, whether as a result of the economic, social, cultural or political climate or otherwise, could adversely affect Triller’s operating results. Triller’s failure to avoid a negative perception among consumers or anticipate and respond to changes in consumer preferences, including in the form of content creation or distribution, could result in reduced demand for Triller’s services and content offerings or those of Triller’s partners and owned assets across Triller’s Technology Platform, which could have an adverse effect on Triller’s business, financial condition and results of operations.

There are many factors that may adversely affect the popularity of Triller’s new products. For example, Triller may fail to anticipate and adapt to future technical trends and new business models, fail to satisfy consumer preferences and requirements, fail to effectively plan and organize marketing and promotion activities, fail to effectively detect and prevent programming errors or defects in the products, and fail to operate Triller’s new products at acceptable costs. Triller cannot assure you that its new products will gain market acceptance and become commercially successful. If Triller is not able to license, develop or acquire additional digital entertainment products that are commercially successful, Triller’s future revenues and profitability may decline.

The use of Automatic Content Recognition (“ACR”) technology to collect viewing behavior data is emerging and may not be successful.

The utilization of viewing behavior data collected using ACR technology to inform digital advertising and content delivery is an emerging industry, and future demand and market acceptance for this type of data is uncertain. If the market for the use of this data does not develop or develops more slowly than Triller expects, or if Triller is unable to successfully develop and monetize its Brands, Creators, or offerings off of the viewing behavior data it collects, its growth prospects may be harmed.

Payment methods used on Triller’s Technology Platform subject Triller to third party payment processing-related risks.

Triller accepts payments from its users through a variety of methods, including online payments with credit cards and debit cards issued by major banks, payments made with gift cards processed by third-party providers and payment through third-party online payment platforms such as PayPal, Stripe, Afterpay, and Apple Pay. Triller also relies on third parties to provide payment processing services. For certain payment methods, including credit and debit cards, Triller pays interchange and other fees, which may increase over time and raise its operating costs and lower its profit margins. Triller may also be subject to fraud and other illegal activities in connection with the various payment methods Triller offers, including online payment options and gift cards. Transactions on Triller’s Technology Platform and mobile applications are “card-not-present” transactions, so they present a greater risk of fraud. Criminals are using increasingly sophisticated methods to engage in illegal activities such as unauthorized use of credit or debit cards and bank account information. Requirements relating to consumer authentication and fraud detection with respect to online sales are complex. Triller may ultimately be held liable for the unauthorized use of a cardholder’s card number in an illegal activity and be required by card issuers to pay charge-back fees. Charge-backs result not only in Triller’s loss of fees earned with respect to the payment, but also leave Triller liable for the underlying money transfer amount. If Triller’s charge-back rate becomes excessive, card associations also may require Triller to pay fines or refuse to process Triller’s transactions. In addition, Triller may be subject to additional fraud risk if third-party service providers or its employees fraudulently use consumer information for their own gain or facilitate the fraudulent use of such information. Overall, Triller may have little recourse if it processes a criminally fraudulent transaction.

Triller or a third party may experience a data security breach involving credit card information and when this occurs, affected cardholders will often cancel their credit cards. In the case of a breach experienced by a third party, the more sizable the third party’s customer base and the greater the number of credit card accounts impacted, the more likely it is that Triller’s users would be impacted by such a breach. To the extent Triller’s users are ever affected by such a breach experienced by Triller or a third party, affected users would need to be contacted to obtain new credit card information and process any pending transactions. It is likely that Triller would not be able to reach all affected users, and even if Triller could, some users’ new credit card information may not be obtained and some pending transactions may not be processed, which could materially adversely affect Triller’s business, financial condition and results of operations. Even if Triller’s users are not directly impacted by a given data security breach, they may lose confidence in the ability of service providers to protect their personal information generally, which could cause them to stop using their credit cards online and choose alternative payment methods that are not as convenient for Triller or restrict Triller’s ability to process payments without significant cost or user effort. Additionally, if Triller fails to adequately prevent fraudulent credit card transactions, it may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of Triller’s security measures, significantly higher credit card-related costs and substantial remediation costs, or refusal by credit card processors to continue to process payments on Triller’s behalf, any of which could materially adversely affect Triller’s business, financial condition and results of operations.

Triller is subject to payment card association operating rules, certification requirements and various rules, regulations and requirements governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for Triller to comply. As Triller’s business changes, Triller may also be subject to different rules under existing standards, which may require new assessments that involve costs above what Triller currently pay for compliance. If Triller fails to comply with the rules or requirements of any provider of a payment method it accepts, or if the volume of fraud in Triller’s transactions limits or terminates Triller’s rights to use payment methods it currently accepts, or if a data breach occurs relating to Triller’s payment systems, among other things, Triller may be subject to fines and higher transaction fees and lose its ability to accept credit and debit card payments from its consumers, process electronic funds transfers or facilitate other types of online payments, and its reputation and its business, financial condition and results of operations could be materially and adversely affected.

The validity, enforceability and scope of protection of intellectual property in internet-related industries are evolving, and therefore, uncertain. Triller may have to engage in litigation or other legal proceedings to enforce and protect its intellectual property rights, which could result in substantial costs and diversion of its resources, and have a material adverse effect on its business, financial condition and results of operations.

Triller’s Technology Platform depends on the reliability of the network infrastructure and related services provided by itself and third parties, which is subject to physical, technological, security and other risks. Triller could suffer a loss of revenue and increased costs, exposure to significant liability, reputational harm and other serious negative consequences if Triller sustains damages, cyber-attacks or other data security breaches that disrupt its operations or result in the dissemination of proprietary or confidential information about Triller or its customers or other third parties.

The development and operation of Triller’s Technology Platform is subject to physical, technological, security and other risks which may result in interruption in service or reduced capacity. These risks include physical damage, power loss, telecommunications failure, capacity limitation, hardware or software failures or defects and breaches of physical and cybersecurity by computer viruses, system break-ins or otherwise. An increase in the volume of usage of Triller’s Technology Platform could strain the capacity of the software and hardware employed to prevent and identify such failures, breaches and attacks, which could result in slower response time or system failures. In particular, Triller’s industry has witnessed an increase in the number, intensity and sophistication of cybersecurity incidents caused by hackers and other malicious actors such as foreign governments, criminals, hacktivists, terrorists and insider threats. Hackers and other malicious actors may be able to penetrate Triller’s network security and misappropriate or compromise Triller’s confidential, sensitive, personal or proprietary information, or that of third parties, and engage in the unauthorized use or dissemination of such information. They may be able to create system disruptions, or cause shutdowns. Hackers and other malicious actors may be able to develop and deploy viruses, worms, ransomware and other malicious software programs that attack Triller’s products or otherwise exploit any security vulnerabilities of Triller’s systems. For example, in 2021 Triller experienced a dictionary attack that resulted in approximately 100 of its users’ accounts being taken over. In addition, sophisticated hardware and operating system software and applications that Triller procures from third parties may contain defects in design or manufacture, including “bugs,” cybersecurity vulnerabilities and other problems that could unexpectedly interfere with the operation or security of its systems. For example, in 2022, as a result of a bug introduced in the application, Triller estimated that potentially 504 accounts may have been compromised.

The occurrence of any of these events could result in interruptions, delays or cessation in service to users of Triller’s online services, which could have a material adverse effect on Triller’s business and results of operations. Triller may be required to expend significant capital or other resources to protect against the threat of security breaches and attacks or to alleviate problems caused by such actions, including the following:

In addition, any compromise of security from a security breach or cyber-attack could deter customers or business partners from entering into transactions that involve providing confidential information to Triller. As a result, any compromise to the security of Triller’s systems could have a material adverse effect on its business, reputation, financial condition, and operating results.

While Triller has implemented industry-standard physical and cybersecurity measures, Triller’s network may still be vulnerable to unauthorized access, computer viruses, denial of service and other disruptive problems. Triller has experienced in the past, and may experience in the future, security breaches or attacks. There can be no assurance that any measures implemented will not be circumvented in the future.

Triller’s business is also vulnerable to delays or interruptions due to Triller’s reliance on infrastructure and related services provided by third parties. End-users of Triller’s offerings depend on Internet Service Providers (“ISPs”) and Triller’s system infrastructure for access to the internet games and services Triller offers. Some of these services have experienced service outages in the past and could experience service outages, delays and other difficulties due to system failures, stability or interruption. Triller may lose Creators or consumers as a result of delays or interruption in service, including delays or interruptions relating to high volumes of traffic or technological problems, which may prevent the use of Triller’s Technology Platform for a period of time and could materially adversely affect Triller’s business, revenues, results of operations and financial condition.

In addition to all of the foregoing, in the event that Triller’s service agreements are terminated or expire with network infrastructure providers, Triller could experience interruptions in access to Triller’s Technology Platform as well as significant delays and additional expense in arranging for or creating new facilities or re-architecting Triller’s Technology Platform for deployment on a different network infrastructure service provider, which would adversely affect Triller’s business, financial condition and results of operations.

Triller may experience losses due to subscriber fraud and theft of service.

Subscribers may in the future obtain access to the subscription services on Triller’s Technology Platform without paying for service by unlawfully using Triller’s authorization codes, engaging in otherwise illegal activity or by submitting fraudulent credit card information. To date, no material losses from unauthorized credit card transactions and theft of service have occurred. Triller has implemented anti-fraud procedures in order to control losses relating to these practices, but these procedures may not be adequate to effectively limit all of Triller’s exposure in the future from fraud. If Triller’s procedures are not effective, consumer fraud and theft of service could significantly decrease Triller’s revenue and have a material adverse effect on Triller’s business, financial condition and operating results.

If TV streaming develops more slowly than Triller expects, Triller’s operating results and growth prospects could be harmed.

TV streaming is a continuously evolving, making it difficult to evaluate the prospects for Triller’s TV streaming offerings. The level of demand and market acceptance for Triller’s streaming offerings are subject to a high degree of uncertainty. Triller believes that the growth and success of its streaming offerings, such as Triller TV, and BKFC, will depend on the availability of quality content, the quality and reliability of new devices and technology and the cost for subscribers relative to other sources of content. These technologies, products and content offerings continue to emerge and evolve. Users, Creators or Brands may find TV streaming platforms to be less attractive than traditional TV, which would harm Triller’s business. If new technologies render the TV streaming market obsolete or Triller is unable to successfully compete with current and new competitors and technologies, its business may be harmed. The future growth of Triller’s business depends in part on the growth of TV streaming advertising, and on advertisers increasing spend on such advertising.

Changes to Triller’s existing products and apps, or the introduction of new products and brand names that Triller develops, could fail to attract or retain Creators users, consumers or Brand partners, or generate revenue and profits.

Triller’s ability to retain, increase and engage its Creators, consumers or Brand partners and to increase its revenue depends heavily on its ability to continue to evolve its Technology Platform and to create successful new products and develop new brands for Triller, both independently and in conjunction with developers or other third parties. Triller may introduce significant changes to its existing products, or acquire or introduce new and unproven third-party products, and product extensions, including using technologies with which Triller has little or no prior development or operating experience. Triller has also invested, and expect to continue to invest, significant resources in growing its products to support increasing usage as well as new lines of business, new products, new product extensions and other initiatives to generate revenue. For example, Triller acquired Julius, which operates a marketplace that connects Brands with Creators with whom they may desire to partner. There is no guarantee that investing in new lines of business, new products, new product extensions and other initiatives will succeed. If Triller’s new or enhanced brands, products or product extensions fail to engage users, marketers, or developers, or if Triller’s business plans are unsuccessful, Triller may fail to attract or retain users or to generate sufficient revenue, operating margin or other value to justify its investments, and its business may be materially adversely affected.

Triller may also introduce new products, features or terms of service or policies, and seek to find new, effective ways to show its community new and existing products and alert them to events and meaningful opportunities to connect, that users do not like, which may negatively affect its reputation and usage of the offerings on its Technology Platform. New products may provide temporary increases in engagement that may ultimately fail to attract and retain users such that they may not produce the long-term benefits that Triller expects.

Triller’s ability to introduce new features, capabilities and enhancements is dependent on adequate research and development resources. If Triller does not adequately fund its research and development efforts, or if its research and development investments do not translate into material enhancements to us, it may not be able to compete effectively and its business, results of operations and financial condition may be harmed.

To remain competitive, Triller must continue to develop new features, capabilities and enhancements to its Technology Platform, including all of its services and technology offerings. This is particularly true as Triller further expands and diversifies its capabilities to address additional markets. Maintaining adequate research and development resources, such as the appropriate personnel and development technology, to meet the demands of the market is essential. The development of new features, services, or products for Triller’s Technology Platform depends on a number of factors, including Triller’s ability to:

If Triller is unable to develop features and capabilities internally due to certain constraints, such as employee turnover, lack of management ability or a lack of other research and development resources, which may be exacerbated by Triller’s current negative working capital and low cash balance, Triller’s business will be harmed. Moreover, research and development projects can be technically challenging and expensive. The nature of these research and development cycles may cause Triller to experience delays between the time Triller incurs expenses associated with research and development and the time it is able to offer compelling features, capabilities, and enhancements and generate revenue, if any, from such investment. Additionally, anticipated demand for a feature, integration, capability or enhancement Triller is developing could decrease after the development cycle has commenced, and Triller would nonetheless be unable to avoid substantial costs associated with the development of any such feature, integration, capability or enhancement. If Triller expends a significant amount of resources on research and development and its efforts do not lead to the successful introduction or improvement of features, integrations and capabilities that are competitive, it would harm its business, results of operations, and financial condition.

Further, many of Triller’s competitors expend a considerably greater amount of funds on their respective research and development programs, and those that do not may be acquired by larger companies that would allocate greater resources to Triller’s competitors’ research and development programs. Triller’s failure to maintain adequate research and development resources or to compete effectively with the research and development programs of Triller’s competitors would give an advantage to such competitors and may harm Triller’s business, results of operations, and financial condition.

In 2021, Triller launched subscription packages to bring its collection of virtual and live Events and other content in its library to paid subscribers. Triller’s assessments are based on prior experience and market competition and may not be accurate and Triller could be underpricing or overpricing its subscription services, which may require Triller to continue to adjust its pricing packages and incorrect pricing could result in harm to its business. Furthermore, subscriber price sensitivity may vary by location, and as Triller expands into different countries, its pricing packages may not enable Triller to compete effectively in these countries. In addition, if Triller’s Technology Platform or services change, then Triller may need to, or Triller may choose to, revise its pricing. Such changes to Triller’s pricing model or its ability to efficiently price its Brand services offerings, digital and in-person event tickets, or content library could harm its business.

Triller must increase the scale and efficiency of its technology infrastructure to support its growth.

Triller’s technology must scale to process the potential increased usage of its Technology Platform. Triller must continue to increase the capacity of its Technology Platform to support its high-volume strategy, to cope with increased data volumes, increased use by Creators, Brands and users and an increasing variety of advertising formats and platforms, and to maintain a stable service infrastructure and reliable service delivery. To the extent Triller is unable, for cost or other reasons, to effectively increase the capacity of its Technology Platform or support emerging advertising formats or services preferred by users, consumers, Creators and Brands, its revenue will suffer. Triller expects to continue to invest in its Technology Platform to meet increasing demand. Such investment may negatively affect its profitability and results of operations.

If there are interruptions or performance problems associated with the technology or infrastructure of Triller’s Technology Platform, including interruptions that impact Triller’s third-party service providers, users may experience service outages, new users may be reluctant to adopt Triller’s product offerings, users may leave Triller’s Technology Platform, and Triller’s reputation could be harmed.

Triller’s business and continued growth rely, in part, on the ability of existing and potential users to access Triller’s Technology Platform without interruption or degradation of performance. Triller’s products and systems rely on software and hardware that is highly technical and complex, and depend on the ability of such software and hardware to store, retrieve, process and manage immense amounts of data. Triller has in the past and may in the future experience disruptions, outages, and other performance problems with its technology due to factors such as infrastructure changes, introductions of new functionalities, human or software errors, capacity constraints, or attacks by malicious third parties.

Despite internal testing, particularly when first introduced or when new versions or enhancements are released, Triller’s software may contain serious errors or defects, security vulnerabilities, or software bugs that are difficult to detect and correct, which Triller may be unable to successfully correct in a timely manner or at all. In some instances, Triller may not be able to identify the cause or causes of these performance problems immediately or in short order. Triller may not be able to maintain the level of service uptime and performance required by customers, especially during peak usage times and as Triller’s user traffic and number of integrations increase. If Triller’s Technology Platform is unavailable or if users are unable to access these platforms within a reasonable amount of time (especially during live Events), or at all, Triller’s business would be harmed. Since users rely on Triller’s Technology Platform to create and share social media content and experience live event and other programming, any outage would negatively impact Triller’s brand, reputation and customer satisfaction, and could give rise to legal liability under Triller’s service level agreements with paid customers.

Moreover, Triller depends on services from various third parties to maintain its infrastructure, including cloud-based infrastructure services. Triller currently hosts its Technology Platform primarily using Amazon Web Services (“AWS”) and Google. Triller’s operations depend on protecting the virtual cloud infrastructure hosted in AWS and Google by maintaining its configuration, architecture, features and interconnection specifications, as well as the information stored in these virtual data centers and which third-party internet service providers transmit. If a service provider fails to provide sufficient capacity to support Triller or otherwise experiences service outages, such failure could interrupt access to Triller’s Technology Platform by users and organizations, which could adversely affect their perception of Triller’s reliability and Triller’s revenue. Any disruptions in these services, including as a result of actions outside of Triller’s control, would significantly impact the continued performance of Triller’s Technology Platform. A prolonged AWS service disruption affecting Triller’s Technology Platform would negatively impact Triller’s ability to serve its consumers and partners, and could damage its reputation with current and potential consumers and partners, expose Triller to liability, cause Triller to lose consumers or partners or otherwise harm Triller’s business. Triller may also incur significant costs for using alternative equipment or taking other actions in preparation for, or in reaction to, events that damage the AWS services Triller use.

In the future, these services may not be available to Triller on commercially reasonable terms, or at all. Any loss of the right to use any of these services could result in Triller’s decreased functionality until equivalent technology is either developed by Triller or, if available from another provider, is identified, obtained, and integrated into Triller’s infrastructure. Triller may also be unable to effectively address capacity constraints, upgrade its systems as needed, and continually develop its technology and network architecture to accommodate actual and anticipated changes in technology.

Triller’s Technology Platform, services and technologies are vulnerable to malicious attacks and security breaches. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives and expertise, including organized criminal groups, and others. For example, in 2021 Triller experienced a dictionary attack that resulted in approximately 100 of its users’ accounts being taken over and, in 2022, as a result of a bug introduced in the application, Triller estimated that potentially 504 accounts may have been compromised. The techniques used to breach security safeguards evolve rapidly, and they may be difficult to detect for an extended period of time, and the measures Triller takes to safeguard its technology may not adequately prevent such incidents.

While Triller has taken steps to protect its confidential and personal information and that of its users and other business relationships and have invested in information technology, there can be no assurance that Triller’s efforts will prevent service interruptions or security breaches in Triller’s systems or the unauthorized or inadvertent wrongful use or disclosure of such confidential information. Such incidents could adversely affect Triller’s business operations, reputation, and client relationships. Any such breach would require Triller to expend significant resources to mitigate the breach of security and to address matters related to any such breach, including the payment of fines. Although Triller maintains an insurance policy that covers data security, privacy liability, and cyber-attacks, Triller’s insurance may not be adequate to cover losses arising from breaches or attacks on Triller’s systems. Triller also may be required to notify regulators about any actual or perceived personal data breach as well as the individuals who are affected by the incident within strict time periods.

Triller is also in the process of integrating the technology of its acquired companies. The resulting size and diversity of Triller’s technology systems, as well as the systems of third-party vendors with whom Triller contracts, increase the vulnerability of such systems to breakdowns and security breaches. In addition, Triller relies on technology at live Events, the failure or unavailability of which, for any significant period of time, could affect Triller’s business, Triller’s reputation and the success of Triller’s live Events. Triller also relies on technology to provide its digital offerings, live streaming and virtual Events, which may be vulnerable to hacking, denial of service attacks, human error and other unanticipated problems or events that could result in interruptions in Triller’s service and unauthorized access to, or alteration of, the content and data contained on Triller’s systems and those of Triller’s third- party vendors. Any significant interruption or failure of the technology upon which Triller relies, or any significant breach of security, could result in decreased performance and increased operating costs, adversely affecting Triller’s business, financial condition and results of operations. Implementation of changes in Triller’s technology may cost more or take longer than originally expected and may require more testing than initially anticipated. Any failure to update and enhance Triller’s technology in a timely and cost-effective manner could materially adversely affect Triller’s users’ experience with Triller’s various products and thereby negatively impact the demand for Triller’s products, and could increase Triller’s costs, either of which could materially adversely affect Triller’s business, financial condition and results of operations. Implementation of changes in Triller’s technology may cost more or take longer than originally expected and may require more testing than initially anticipated. Any failure to update and enhance Triller’s technology in a timely and cost-effective manner could materially adversely affect Triller’s users’ experience with Triller’s various products and thereby negatively impact the demand for Triller’s products, and could increase Triller’s costs, either of which could materially adversely affect Triller’s business, financial condition and results of operations.

In addition, the delivery of Triller’s products and services through Triller’s Technology Platform presents the potential for further vulnerabilities. For instance, Triller may be subject to boycotts, spam, spyware, ransomware, phishing and social engineering, viruses, worms, malware, DDOS attacks, password attacks, man-in-the-middle attacks, cybersquatting, impersonation of employees or officers, abuse of comments and message boards, fake reviews, doxing and swatting. While Triller has internal policies in place to protect against these vulnerabilities, Triller can make no assurances that it will not be adversely affected should one of these events occur. Additionally, there is an increased risk that Triller may experience cybersecurity-related events and other security challenges, as a result of its hybrid and remote employees and service providers working from non-corporate-managed networks.

Furthermore, Triller’s future success will depend on its ability to adapt to emerging technologies such as tokenization, new authentication technologies, such as blockchain technologies, artificial intelligence, machine learning, virtual and augmented reality, and cloud technologies. Additionally, Triller’s efforts to adapt to emerging technologies may not always be successful and Triller may not make appropriate investments in new technologies, which could materially adversely affect its business, financial condition and results of operations. For example, the use of AI and ML is becoming increasingly prevalent in Triller’s industry, and, although Triller intends to continue developing its Technology Platform’s AI and ML capabilities to meet the needs of its customers, Triller may be unable to accurately or efficiently integrate machine learning and artificial intelligence features or functionalities of the quality or type sought by Triller’s customers or offered by Triller’s competitors. These development efforts may also require significant engineering, sales, and marketing resources, all of which could require significant capital and management investment. If Triller is unable to enhance its Technology Platform and product offerings to keep pace with rapid technological and regulatory change, or if new technologies, including AI and ML solutions, emerge that are able to deliver competitive products at aggressive or alternative prices, more efficiently, more conveniently or more securely than Triller’s Technology Platform, demand for Triller’s Technology Platform and product offerings may decline, and Triller’s business, financial condition, and results of operations may be adversely affected.

Any of the above circumstances or events may adversely impact the user experience, harm Triller’s reputation, cause organizations to terminate Triller’s agreements, impair Triller’s ability to obtain license renewals from organizations, impair Triller’s ability to grow its user base, subject Triller to financial penalties and otherwise harm Triller’s business, results of operations and financial condition.

If Triller is unable to ensure that its Technology Platform interoperates with a variety of software applications that are developed by others, including its partners, Triller may become less competitive and its results of operations may be harmed.

Triller’s Technology Platform must integrate with a variety of network, hardware, and software platforms, and Triller needs to continuously modify and enhance the platform to adapt to changes in hardware, software, networking, browser, and database technologies. In particular, Triller has developed its Technology Platform to be able to integrate with third-party applications, including the applications of its competitors as well as its partners, through the interaction of APIs. In general, Triller relies on the providers of such software systems to allow Triller access to their APIs to enable these integrations. Triller is typically subject to standard terms and conditions that govern the distribution, operation, and fees of such third-party systems and platforms which are subject to modification by such providers from time to time. Triller’s business may be harmed if any provider of such platforms or systems:

Third-party services and products are constantly evolving, and Triller may not be able to modify its Technology Platform apps to ensure their compatibility with that of other third parties following development changes. In addition, some of Triller’s competitors may be able to disrupt the operation or compatibility of Triller’s Technology Platform on or with their products or services or exert strong business influence on Triller’s ability to operate and terms upon which Triller do so. Should any of Triller’s competitors modify their products, standards or terms in a manner that degrades the functionality of Triller’s Technology Platform or gives preferential treatment to competitive products or services, whether to enhance their competitive position or for any other reason, the interoperability of Triller’s Technology Platform with these products could decrease and Triller’s business, results of operations, and financial condition could be harmed. If Triller is not permitted or able to integrate with these and other third-party applications in the future, demand for Triller’s Technology Platform would be harmed and Triller’s business, results of operations, and financial condition would be harmed.

Triller has created mobile versions of its websites and the various offerings that comprise its Technology Platform to respond to the increasing number of people who access Triller’s products and services through mobile devices. If these mobile applications and websites do not perform well, Triller’s business may suffer. Triller is also dependent on third-party application stores (such as those managed by Apple and Google) that may prevent Triller from timely updating its product offerings, building new features, integrations, and capabilities, or charging for access. Certain of these third parties are now, and others may in the future become, competitors of us, and could stop allowing or supporting access to the platform or the apps that comprise the platform through their products, could allow access to the platform or such apps only at an unsustainable cost, or could make changes to the terms of access in order to make Triller’s Technology Platform and applications less desirable or harder to access, for competitive reasons. In addition, Triller’s Technology Platform and applications interoperate with servers, mobile devices, and software applications predominantly through the use of protocols, many of which are created and maintained by third parties. Triller therefore depends on the interoperability of its applications with such third-party services, mobile devices, and mobile operating systems, as well as cloud-enabled hardware, software, networking, browsers, database technologies, and protocols that Triller does not control. Any changes in such technologies that degrade the functionality of Triller’s apps or give preferential treatment to competitive services could adversely affect adoption and usage of Triller’s apps. Also, Triller may not be successful in developing or maintaining relationships with key participants in the mobile industry or in ensuring that Triller’s apps operate effectively with a range of operating systems, networks, devices, browsers, protocols and standards. If Triller is unable to effectively anticipate and manage these risks, or if it is difficult for users to access and use Triller’s apps, Triller’s business, results of operations and financial condition may be harmed.

Triller relies on software and services from other parties. Defects in, or the loss of access to, software or services from third parties could increase Triller’s costs and adversely affect the quality of Triller’s business.

Triller relies on technologies from third parties, such as AWS and Google, to operate critical functions of its business, including cloud infrastructure services and customer relationship management services. Triller’s business would be disrupted if any of the third-party software or services Triller utilizes and relies upon, such as AWS and Google, or functional equivalents thereof, were unavailable due to extended outages or interruptions, or because they are no longer available on commercially reasonable terms or prices. In each case, Triller would be required to either seek licenses to software or services from other parties and redesign the Triller app or certain aspects of Triller’s Technology Platform to function with such software or services or develop these components itself, which would result in increased costs and could result in delays in launches and releases of new features, integrations, capabilities or enhancements until equivalent technology can be identified, licensed, or developed, and integrated into the Triller app. Furthermore, Triller might be forced to limit the features available in its Technology Platform. These delays and feature limitations, if they occur, could harm Triller’s business, results of operations, and financial condition.

Triller incorporates software and services from third parties into its Technology Platform, and its inability to maintain rights to such software and services would harm its business and results of operations.

Triller licenses patents, software, technology and procure services from third parties that it incorporates into or integrate with its Technology Platform. Some of the foregoing licenses and services are material and important to the functionality and operation of Triller’s Technology Platform and would be difficult to replace. For example, Triller licenses music and video editing technology from a third party licensor which is a material component of its Technology Platform. Some of Triller’s agreements with its licensors provide for a limited term. Although Triller has taken steps to protect its rights in certain technology, and identify alternatives where applicable, if Triller is unable to continue to license any of this intellectual property for any reason, its ability to develop and sell access to its Technology Platform containing such technology could be harmed. Similarly, if Triller is unable to license necessary intellectual property from third parties now, or in the future, on commercially reasonable terms or at all, Triller may be forced to acquire or develop alternative technology, which Triller may be unable to do in a commercially feasible manner, or at all, and Triller may be required to use alternative technology of lower quality or performance standards, which would adversely affect Triller’s business, financial condition and results of operations.

Triller also cannot be certain that its licensors are not infringing the intellectual property rights of third parties or that its licensors have sufficient rights to the licensed intellectual property in all jurisdictions in which Triller may sell access to its Technology Platform. In addition, many licenses are non-exclusive, and therefore Triller’s competitors may have access to the same technology licensed to Triller.

Certain of Triller’s products contain third-party open source software components, and failure to comply with the terms of the underlying open source software licenses could restrict Triller’s ability to sell its products.

Certain of Triller’s products contain components that are licensed under so-called “open source,” “free” or other similar licenses. Open source software is made available to the general public on an “as-is” basis under the terms of a non-negotiable license. Triller currently combines its proprietary software with open source software, but not in a manner that Triller believes requires the release of the source code of its proprietary software to the public. Triller does not plan to integrate its proprietary software with open source software in ways that would require the release of the source code of its proprietary software to the public. Although Triller has certain processes in place to monitor and manage its use of open source software to avoid subjecting its platform to conditions Triller does not intend, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on Triller’s ability to provide or distribute Triller’s platform.

Triller’s use and distribution of open source software may entail greater risks than use of third-party commercial software. Open source licensors generally do not provide support, warranties, indemnification, or other contractual protections regarding infringement claims or the quality of the code. In addition, if Triller combines its proprietary software with open source software in a certain manner, Triller could, under certain open source licenses, be required to release to the public or remove the source code of Triller’s proprietary software. Triller may also face claims alleging noncompliance with open source license terms or infringement or misappropriation of proprietary software. These claims could result in litigation, require Triller to purchase a costly license or remove the software. In addition, if the license terms for open source software that Triller uses change, it may be forced to re-engineer its solutions, incur additional costs or discontinue the sale of its offerings if re-engineering could not be accomplished on a timely basis or at all. Although Triller monitors its use of open source software to avoid subjecting its offerings to unintended conditions, Triller cannot assure you that its processes for monitoring and managing its use of open source software in its platform will be effective and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on its ability to commercialize its offerings. Triller cannot guarantee that it has incorporated open source software in its software in a manner that will not subject Triller to liability or in a manner that is consistent with its current policies and procedures.

The failure to maintain or renew Triller’s agreements with producers or distributors of free, freemium and pay-per-view content could adversely impact Triller’s business.

Triller enters into long-term contracts for both the acquisition and the distribution of media content, including contracts for the acquisition of content rights for sporting events and other programs. As these contracts expire, Triller must renew or renegotiate the contracts, and if Triller is unable to renew them on acceptable terms, Triller may lose content rights or distribution rights. Even if these contracts are renewed, the cost of obtaining content rights may increase (or increase at faster rates than Triller’s historical experience). Moreover, Triller’s ability to renew these contracts on favorable terms may be affected by consolidation in the market for content distribution and the entrance of new participants in the market for distribution of content on digital platforms. With respect to the acquisition of content rights, particularly sports content rights, the impact of these long-term contracts on Triller’s results over the term of the contracts depends on a number of factors, including the strength of advertising markets, subscription levels and rates for content, effectiveness of marketing efforts and the size of viewer audiences. There can be no assurance that revenues from content based on these rights will exceed the cost of the rights plus the other costs of producing and distributing the content.

Triller’s ability to provide its subscribers with content also depends on content providers and other rights holders licensing rights, including distribution rights, to such content and certain related elements thereof, such as the public performance of music contained within the content Triller distributes. The license periods and the terms and conditions of such licenses vary, and Triller is currently operating outside the terms of some of its current licenses. If the content providers and other rights holders are not or are no longer willing or able to license Triller content upon terms acceptable to us, Triller’s ability to stream content to its subscribers may be adversely affected and/or its costs could increase. Because of these provisions as well as other actions Triller may take, content available through its service can be withdrawn on short notice. As competition increases, Triller has seen the cost of certain programming increase.

Triller’s business depends on its ability to send consumer engagement messages, including emails, SMS, and mobile and web notifications, and any significant disruption in service with Triller’s third-party providers or on mobile operating systems could result in a loss of customers or less effective consumer-brand engagement, which could harm Triller’s business, financial condition, and results of operations.

Triller’s brand, reputation, and ability to attract new customers depend on the reliable performance of Triller’s technology infrastructure and content delivery. Triller’s Technology Platform engages with consumers through emails, SMS and push notifications, and Triller depends on third-party services for delivery of such notifications. Any incident broadly affecting the interaction of third-party devices with Triller’s platform, including any delays or interruptions in these services that could cause delays to emails, SMS, or mobile and web notifications, could adversely affect Triller’s business. Similarly, cybersecurity events could result in a disruption to such third-party’s services, including regulatory investigations, reputational damage, and a loss of sales and customers, which could in turn impact Triller’s business. A prolonged disruption, cybersecurity event or any other negative event affecting a third-party service could lead to customer dissatisfaction and could in turn damage Triller’s reputation with current and potential customers, result in a breach under Triller’s agreements with its customers, and cause Triller to lose customers or otherwise harm its business, financial condition, and results of operations.

Triller depends in part on mobile operating systems and their respective infrastructures to send notifications through various applications that utilize its platform. As new email, mobile devices, and mobile and web platforms are released, existing email, mobile devices, and platforms may cease to support Triller’s platform or effectively roll out updates to Triller’s customers’ applications. Any changes in these systems or platforms that negatively impact the functionality of Triller’s platform could adversely affect Triller’s ability to interact with consumers in a timely and effective fashion, which could adversely affect Triller’s ability to retain and attract new customers. The parties that control the operating systems for mobile devices and mobile, web, and email platforms have no obligation to test the interoperability of new mobile devices or platforms with Triller’s platform, and third parties may produce new products that are incompatible with or not optimal for the operation of Triller’s platform. Additionally, in order to deliver high-quality consumer engagement, Triller needs to ensure that its platform is designed to work effectively with a range of mobile technologies, systems, networks, and standards. If consumers choose to use products or platforms that do not support Triller’s platform, or if Triller does not ensure its platform can work effectively with such products or platforms, Triller’s business and growth could be harmed. Triller also may not be successful in developing or maintaining relationships with key participants in the email or mobile industries that permit such interoperability. If Triller is unable to adapt to changes in popular operating systems and platforms, it expects that its customer retention and customer growth would be adversely affected.

Triller’s business may be adversely affected if Triller’s access to music rights is limited or delayed. The concentration of control of content by major music licensors means that even one entity, or a small number of entities working together, may unilaterally affect Triller’s access to music and other content. Triller depends upon third-party licenses for the use of music on Triller’s platform and in Triller’s content. An adverse change to, loss of, or claim that Triller does not hold necessary licenses may have an adverse effect on its business, operating results, and financial condition.

Music is an important element of the overall content that Triller makes available on the Triller app. Triller relies on licensors that hold rights to sound recordings and musical compositions, over whom Triller has no control, for the music related content Triller makes available on the Triller app. To secure the rights to use music in Triller’s content and on the Triller app, Triller enters into agreements to obtain licenses from rights holders such as performing rights organizations, record labels, music publishers, collecting societies, artists and songwriters, and other copyright owners (or their agents). Triller pays royalties to such parties or their agents around the world. Triller cannot guarantee that these parties will always choose to license to Triller.

The process of obtaining licenses involves identifying and negotiating with many rights holders, some of whom are unknown, or difficult to identify, or for whom Triller may have conflicting ownership information, and implicates a myriad of complex and evolving legal issues across many jurisdictions, including open questions of law as to when and whether particular licenses are needed with respect to the use of musical compositions and sound recordings.

The music industry is highly concentrated, which means that one or a small number of entities may, on their own, take actions that adversely affect Triller’s business. For example, the music rights licensed to Triller under Triller’s agreements with major record labels and major publishing companies are necessary for Triller to exploit the majority of music consumed on the Triller app. Triller’s business may be adversely affected if Triller’s access to music is limited or delayed, or if any of the various rights to such music are no longer licensed to us, if Triller’s relationships deteriorate with one or more of these rights holders, or if they choose not to license to Triller for any other reason. Rights holders also may attempt to take advantage of their market power by seeking onerous financial terms from Triller. Triller may elect not to renew certain agreements with rights holders for any number of reasons, or Triller may decide to explore different licensing schemes or economic structures with certain or all rights holders. Artists and/or songwriters may object and may exert public or private pressure on rights holders to discontinue or to modify license terms, or Triller may elect to discontinue use of an artist or songwriter’s catalog based on a number of factors, including actual or perceived reputational damage. Additionally, there is a risk that aspiring rights holders, their agents, or legislative or regulatory bodies will create or attempt to create new rights that could require Triller to enter into new license agreements with, and pay royalties to, newly defined groups of rights holders, some of which may be difficult or impossible to identify.

Even if Triller is able to secure music rights from record labels, music publishers and other copyright owners, artists and/or artist groups may object and may exert public or private pressure on third parties to discontinue licensing rights to us, hold back content from us, or increase royalty rates. As a result, Triller’s ability to continue to license rights to music is subject to convincing a broad range of stakeholders of the value and quality of Triller’s service. In addition, Triller’s music licenses from record labels, music publishers and other copyright owners may not contemplate some of the features and content that Triller may wish to add to its service, or new service offerings or revenue models that Triller may wish to launch. To the extent that Triller is unable to license or continue to license a large amount of music rights or the music rights related to the music written or performed by certain popular artists, Triller’s business, operating results, and financial condition could be materially harmed.

With respect to musical compositions, in addition to obtaining the synchronization, distribution and reproduction rights, Triller also needs to obtain public performance or communication to the public rights, and this needs to be accomplished on a territory basis. At times, while Triller may hold sufficient license rights for certain music in a territory such as the United States, it may be difficult to obtain the license for the same music rights from the applicable rights holders outside of such territory.

In the United States, public performance rights are typically obtained separately through intermediaries known as performing rights organizations (“PROs”) which (a) issue blanket licenses with copyright users for the public performance of musical compositions in their repertory, (b) collect royalties under those licenses, and (c) distribute such royalties to copyright owners. Triller has, or are in some instances in the process of obtaining licenses, for public performance of musical compositions in the United States, Canada, Mexico, Europe and other territories, through local collecting societies representing songwriters and publishers, and from certain publishers directly, or a combination thereof. The royalty rates available to Triller from the PROs today may not be available to Triller in the future. The royalty rates under licenses provided by American Society of Composers, Authors and Publishers (“ASCAP”) and Broadcast Music Inc. (“BMI”) currently are governed by consent decrees, which were issued by the U.S. Department of Justice in an effort to curb anti-competitive conduct. Removal of or changes to the terms or interpretation of these agreements could affect Triller’s ability to obtain licenses from these PROs on current and/or otherwise favorable terms, which could harm Triller’s business, operating results, and financial condition.

In other parts of the world, including in Canada and Europe, Triller has or are in some instances in the process of obtaining licenses for public performance of musical compositions through local collecting societies representing songwriters and publishers, and from certain publishers directly, or a combination thereof. Given the licensing landscape in other territories for public performance rights, Triller cannot guarantee that it will be able to finalize and enter into licensing agreements in such territories, or that Triller’s licenses with collecting societies and Triller’s direct licenses with publishers provide full coverage for all of the musical compositions it uses in its service in the countries in which it operates, or that Triller may enter in the future. Publishers, songwriters, and other rights holders who choose not to be represented by major or independent publishing companies or collecting societies have, and could in the future, adversely impact Triller’s ability to secure licensing arrangements in connection with musical compositions that such rights holders own or control, and could increase the risk of liability for copyright infringement.

Although Triller expends significant resources to seek to comply with applicable contractual, statutory, regulatory, and judicial frameworks, it cannot guarantee that it currently holds, or will always hold, every necessary right to use all of the music that is used on Triller’s service now or that may be used in Triller’s products and services in the future, and Triller cannot assure you that Triller is not infringing or violating any third-party intellectual property rights, or that Triller will not do so in the future. These challenges, and others concerning the licensing of music on Triller’s platform, may subject Triller to significant liability for copyright infringement, breach of contract, or other claims.

Triller is a party to many music license agreements that are complex and impose numerous obligations upon Triller that may make it difficult to operate Triller’s business, and a breach, or perceived breach, of such agreements could adversely affect Triller’s business, operating results, and financial condition.

Triller’s license agreements are complex and impose numerous obligations on us, including obligations to, among other things:

Certain of Triller’s license agreements may also contain minimum guarantees or require that Triller makes minimum guarantee or advance payments, which are not always tied to Triller’s number of users or stream counts for music used in Triller’s service. Accordingly, Triller’s ability to achieve and sustain profitability and operating leverage in part depends on Triller’s ability to increase its revenue through increased sales of subscriptions on terms that maintain an adequate gross margin. Triller’s license agreements that contain minimum guarantees typically have terms of between one and three years, but Triller’s users may cancel their subscriptions at any time. Triller relies on estimates to forecast whether such minimum guarantees and advances against royalties could be recouped against Triller’s actual content costs incurred over the term of the license agreement. To the extent that Triller’s estimates underperform relative to Triller’s expectations, and Triller’s content costs do not exceed such minimum guarantees and advance payments, Triller’s margins may be adversely affected.

Some of Triller’s license agreements may also include so-called “most-favored nations” provisions, which require that certain terms (including material financial terms) are no less favorable than those provided to any similarly situated licensor. If agreements are amended or new agreements are entered into on more favorable terms, these most-favored nations provisions could cause Triller’s payment or other obligations to escalate substantially. Additionally, some of Triller’s license agreements require consent to undertake new business initiatives utilizing the licensed content (e.g., alternative distribution models), and without such consent, Triller’s ability to undertake new business initiatives may be limited and Triller’s competitive position could be impacted.

If Triller breaches any obligations in any of its license agreements, or if it uses content in ways that are found to exceed the scope of such agreements, Triller could be subject to monetary penalties or claims of infringement, and its rights under such agreements could be terminated. Furthermore, certain of Triller’s licenses are currently expired by their terms, and Triller is relying on ordinary course of dealing extensions with such licensors. Additionally, Triller is not current on payments under all of its licenses, which may increase the risk of litigation with certain of its licensors. Triller also runs the risk of such licensors making copyright infringement claims against us, which could have a material adverse effect on Triller’s business, financial condition, and operating results.

In the past, Triller has entered into agreements that required Triller to make substantial payments to licensors to resolve instances of past use at the same time that Triller enters into go-forward licenses. These agreements may also include most-favored nations provisions. If triggered, these most favored nations provisions could cause Triller’s payments or other obligations under those agreements to escalate substantially. If Triller needs to enter into additional similar agreements in the future, it could have a material adverse effect on its business, financial condition, and operating results.

Triller faces risks, such as unforeseen costs and potential liability, in connection with content Triller produces, licenses, and distributes through Triller’s Technology Platform.

As a producer and distributor of content, Triller faces potential liability for negligence, copyright and trademark infringement, claims for violation of the right of publicity or privacy, or other claims based on the nature and content of materials that Triller produces, license, and distribute, such as content from its live Events. Triller also may face potential liability for content used in promoting its Technology Platform and Events, including marketing materials or its community-related content. Triller may decide to remove content from its Technology Platform, not to place certain content on its Technology Platforms, or to discontinue or alter its production of certain types of content if Triller believes such content might not be well received by its consumers and partners or could be damaging to its brand and business.

To the extent Triller does not accurately anticipate costs or mitigate risks, including for content that it obtains but ultimately does not appear on or is removed from its Technology Platforms, or if Triller become liable for content it produces, licenses or distributes, its business may suffer. Litigation to defend these claims could be costly and the expenses and damages arising from any liability could harm its business and reputation. Triller may not be indemnified against claims or costs of these types and Triller cannot guarantee that it is adequately insured to indemnify Triller for all liability that may be imposed on Triller.

Triller’s ability to generate revenue from discretionary consumer and corporate spending on entertainment and sports events, such as ticket sales, corporate sponsorships and advertising, is subject to many factors, including many that are beyond Triller’s control, such as general macroeconomic conditions and catastrophic events.

Triller’s business depends on discretionary consumer and corporate spending. Many factors related to discretionary consumer and corporate spending, including economic conditions affecting disposable consumer income such as inflation, including the current persistent inflationary environment, unemployment levels, fuel prices and prices for other goods and services, interest rates, including the current environment of rapidly rising interest rates, changes in tax rates, tax laws that impact companies or individuals, and inflation can significantly impact Triller’s operating results. Declines in advertising, sponsorship and other Brand partnership revenue can also be caused by the economic prospects of specific advertisers or industries, by increased competition for the leisure time of audiences and audience fragmentation, by the growing use of new technologies causing advertisers to alter their spending priorities based on these or other factors. In addition, Brands’ willingness to purchase advertising or to sponsor Triller’s live Events may be adversely affected by lower audience ratings for Triller’s programming content. While consumer and corporate spending may decline at any time for reasons beyond Triller’s control, such as economic recessions or other economic conditions, natural disasters, severe weather, pandemics such as the COVID-19 pandemic, wars, acts of terrorism, power loss, telecommunications failure or other catastrophic events, the risks associated with Triller’s businesses become more acute in periods of a slowing economy or recession, which may be accompanied by reductions in corporate sponsorship and advertising and decreases in attendance at live entertainment and sports events, among other things. There can be no assurance that consumer and corporate spending will not be adversely impacted by current economic conditions, or by any future deterioration in economic conditions, thereby possibly impacting Triller’s operating results and growth. A prolonged period of reduced consumer or corporate spending, as occurred during the COVID-19 pandemic, could have an adverse effect on Triller’s business, financial condition and results of operations.

Owning and managing certain Events for which Triller sells media and sponsorship rights and ticketing exposes Triller to greater financial risk than market participants who are not vertically integrated. If the live Events that Triller owns and manages are not financially successful, Triller’s business could be adversely affected.

Triller acts as a principal by owning and managing certain live Events for which it sells media and sponsorship rights and ticketing, such as BKFC. Organizing and operating a live event involves significant financial risks as Triller bears all or most event costs, including a significant amount of up-front costs. In addition, Triller typically books its live Events many months in advance of holding the event and often agree to pay various third parties fixed guaranteed amounts prior to receiving any related revenue. Accordingly, if a planned event fails to occur or there is any disruption in Triller’s ability to live stream or otherwise distribute an event, whether as a result of technical difficulties or otherwise, Triller could lose a substantial amount of these up-front costs, fail to generate anticipated revenue and be forced to issue refunds for media and sponsorship rights, advertising fees, and ticket sales. There can be no assurance that Triller will not suffer financial harm or adverse impacts to its business operations if Triller is required to cancel and/or reschedule any live Events. Triller could be compelled to cancel or postpone all or part of an event for many reasons, including poor weather, issues with obtaining permits or government regulation or performers failing to participate, as well as operational challenges caused by extraordinary incidents such as terrorist or other security incidents, mass-casualty incidents, natural disasters, public health concerns including pandemics such as the recent COVID-19 pandemic or similar events. Such incidents have been shown to cause a nationwide disruption of commercial and leisure activities. For example, in 2021 and 2022 Triller had to cancel a total of four Events due to key participants contracting COVID-19. These cancelations resulted in Triller’s being unable to recoup or avoid payment for various nonrefundable expenses Triller had paid and/or incurred in connection with such Events. Triller often has cancellation insurance policies in place to cover a portion of its losses if it is compelled to cancel an event, but its coverage may not be sufficient and is subject to deductibles. If the live Events that Triller owns and manages are not financially successful, it could suffer an adverse effect on its business, financial condition and results of operations.

The failure to continue creating and partnering with those who create popular live events and pay-per-view programming could adversely impact Triller’s business.

The creation, marketing and distribution of Triller’s media entertainment programming, including Triller’s pay-per-view and digital live Events, is critical to Triller’s business and to Triller’s ability to generate revenues. A failure to continue developing or partnering with those who develop creative and entertaining programs and events would likely lead to a decline in the popularity of Triller’s brand of entertainment and would adversely affect Triller’s ability to generate revenues and could have a material adverse effect on Triller’s business, operating results and financial condition.

Triller may pay upfront expenses when planning live Events, entering into exclusive agreements for video series, or licensing rights to distribute and publicly perform music, and if these arrangements do not perform as Triller expects, its business, results of operations and financial condition may be harmed.

Triller may pay one-time, upfront non-recoupable or recoupable signing fees or advances to certain entertainers (e.g. musicians, athletes, and influencers) or event venues in order to produce high-quality live and virtual entertainment, or gain exclusive ticketing or streaming video rights. Triller may also pay upfront fees for access to song catalogs by music labels. If the party does not comply with the terms of the contract or perform an event, such fees are refundable to Triller. Triller pay these upfront fees based on the expectations to generate revenue on ticket sales, sponsorships, advertising and on-demand payments by users. Triller makes the decision to make these payments based on its assessment of the past success of the entertainers, past event data, and other financial information. Triller includes commercial and legal protections in its contracts that include upfront fees, such as requiring certain performance obligations, to mitigate the financial risk of making these payments. However, live and virtual Events may vary greatly from year-to-year and from event to event as a result of external factors, including event planning and budgeting commitments as well as other competing events, streaming platform commitments, etc. If Triller’s assumptions and expectations prove wrong, or a counterparty defaults, resulting in an unsuccessful event, Triller’s return on these signing fees will not be realized and Triller’s business and results of operations will be harmed.

Further, Triller has in the past, and may in the future, face legal claims from Creators or vendors who did not receive advanced payout payments, which may harm Triller’s business, results of operation and financial condition. Triller has in the past, and may in the future, also face legal claims from Creators who did not meet contractual minimums or other contractual provisions to receive payments, which may harm Triller’s business, results of operation or financial condition.

Participants and spectators in connection with Triller’s live entertainment and sports Events are subject to potential injuries and accidents, which could subject Triller to personal injury or other claims and increase Triller’s expenses (for which Triller’s insurance may not provide adequate coverage), as well as reduce attendance at Triller’s live entertainment and sports Events, causing a decrease in Triller’s revenue.

Triller holds numerous live Events each year. This schedule exposes Triller’s performers, athletes and Triller’s employees who are involved in the production of those Events to the risk of travel and performance-related accidents, the consequences of which are not fully covered by insurance. The physical nature of Triller’s Events exposes Triller’s performers and athletes to the risk of serious injury or death. There are inherent risks to participants and spectators involved with producing, attending or participating in live entertainment and sports events including the risk of an actual or threatened terrorist act, fire, explosion, protests, riots, and other safety or security issues, any one of which could result in injury or death to attendees and/or damage to the facilities at which such an event is hosted. Injuries and accidents may occur from time to time in the future, which could subject Triller to substantial claims and liabilities for injuries. Incidents in connection with Triller’s entertainment and sports Events at any of Triller’s venues or venues that Triller rents could also result in claims, reducing operating income or reducing attendance at Triller’s Events, causing a decrease in Triller’s revenues. There can be no assurance that the insurance Triller maintains will be adequate to cover any potential losses. The physical nature of many of Triller’s live sports Events exposes the athletes that participate to the risk of serious injury or death. For example, participants in BKFC do not wear any padding or gloves, which may result in increased numbers of injuries, including, among others, maxillofacial fractures and dental avulsions. These injuries could also include concussions or more serious injuries, and many sports leagues and organizations have been sued by athletes over alleged long-term neurocognitive impairment arising from concussions. Although the participants in certain of Triller’s live sports Events, as independent contractors, are responsible for maintaining their own health, disability and life insurance, Triller may seek coverage under its accident insurance policies or its general liability insurance policies, for injuries that athletes incur while competing. To the extent such injuries are not covered by its policies, Triller may self-insure medical costs for athletes for such injuries. Liability to Triller resulting from any death or serious injury, including concussions, sustained by athletes while competing, could adversely affect its business, financial condition, and operating results.

Triller’s live Events will entail other risks inherent in public live events, including air and land travel interruption or accidents, the spread of illness, injuries resulting from building problems, equipment malfunction, terrorism or other violence, local labor strikes and other “force majeure” type events. If an event Triller hosts or in which Triller participates experiences an internet or power outage, the event may be delayed or canceled, and Triller’s reputation may be harmed. These circumstances could result in personal injuries or deaths, including to Triller’s employees and contractors, canceled Events and other disruptions to Triller’s business or result in liability to third parties. Triller cannot guarantee its insurance policies will provide Triller coverage for these incidents or that any coverage Triller obtain will be adequate to cover its liabilities. Moreover, if there were a public perception that the safety or security measures are inadequate at the Events Triller hosts, whether or not that is the case, it could result in reputational damage and a decline in future attendance at Events hosted by Triller. In addition, Triller streams a number of live Events every year, and if an event Triller hosts or participates in experiences an internet or power outage, the event may be delayed or canceled, and Triller’s reputation may be harmed and Triller may incur additional financial expense. The occurrence of any of these circumstances could adversely affect Triller’s business, financial condition, and results of operations.

A decline in the popularity of Triller’s brand of sports entertainment, including as a result of changes in the social and political climate, could adversely affect Triller’s business.

Triller’s operations are affected by consumer tastes and entertainment trends, which are unpredictable and subject to change and may be affected by changes in the social and political climate. Some of live event programming is created to evoke a passionate response from consumers. For example, BKFC live Events may be negatively perceived by some parts of the public and negative events or publicity related to such Events may result in a decline in the popularity of such events.

A determination that independent contractors are employees could expose Triller to various liabilities and additional costs.

In certain states, notably California and New York, legislative changes have been enacted or are contemplated that draw into question Triller’s ability to treat performers and athletes as independent contractors in those states. The impact of these initiatives on Triller is unknown. If Triller is required to reclassify independent contractors as employees, Triller may incur additional costs and taxes which could adversely affect Triller’s business, financial condition, and results of operations.

Regulations that govern the status and classification of independent contractors are subject to changes and divergent interpretations by various authorities, which can create uncertainty and unpredictability for Triller. For example, in 2020 California passed a worker classification statute (“AB 5”), which effectively narrowed the definition of an independent contractor by requiring hiring entities to use a stricter test to determine a given worker’s classification. In addition, AB 5 places the burden of proof for classifying workers as independent contractors on hiring entities and provides enforcement powers to the state and certain cities. Legislative proposals concerning worker classification are being considered by various other states, including New York and New Jersey. Additionally, any requirement to reclassify independent contractors as employees may require Triller to significantly alter Triller’s existing business model or operations, including suspending or ceasing operations in impacted jurisdictions, increase Triller’s costs and impact Triller’s ability to add new talent and grow Triller’s business. For instance, existing talent may decide not to partner with Triller and new talent may not join given the loss of flexibility under an employment model. Any of the foregoing could have an adverse impact on Triller’s business, financial condition, and results of operations and Triller’s ability to achieve or maintain profitability. If ultimately required, worker’s compensation insurance for Triller’s talent or other aspects of their treatment as employees in those states could add expense to, or otherwise alter, Triller’s operations, which could affect Triller’s business, financial condition and/or results of operations. Liability to Triller resulting from any death or serious injury sustained by one of Triller’s performers or athletes while performing could adversely affect Triller’s business, financial condition and operating results.

The Company’s insurance may not be adequate.

Triller plans to hold numerous live Events each year. This schedule exposes Triller’s performers and Triller’s employees who are involved in the production of those Events to the risk of travel and performance-related accidents, the consequences of which may not be fully covered by insurance. The physical nature of the Company’s Events exposes the Company’s performers to the risk of serious injury or death. Although the Company has general liability insurance and umbrella insurance policies, and although the Company’s performers are responsible for obtaining their own health, disability and life insurance, the Company cannot assure you that the consequences of any accident or injury will be fully covered by insurance. the Company’s liability resulting from any accident or injury not covered by the Company’s insurance could have a material adverse effect on the Company’s business, operating results and financial condition.

Triller may be prohibited from promoting and conducting Triller’s live Events if it does not comply with applicable regulations.

In various states in the United States, athletic commissions and other applicable regulatory agencies require Triller to comply with their regulations, which may include obtaining promoters licenses, performers licenses, medical licenses and/or event permits in order for Triller to promote and conduct Triller’s live events. In the event that Triller fails to comply with the regulations of a particular jurisdiction, Triller may be prohibited from promoting and conducting live events in that jurisdiction. The inability to present Triller’s live Events over an extended period of time or in a number of jurisdictions could have a material adverse effect on Triller’s business, operating results and financial condition.

Labor disputes, whether involving Triller’s own employees or sports leagues, creative talent or broadcast partners may disrupt Triller’s operations and adversely affect Triller’s results of operations.

Some of the performers and vendors Triller uses for its live Events and content production, including music and athletic talent and production crews, may be covered by collective bargaining agreements or works councils. If the parties Triller has contracts with are unable to reach agreements with labor unions before the expiration of their collective bargaining agreements, the individuals who were covered by those agreements may have a right to strike or take other actions that could adversely affect Triller. Moreover, many collective bargaining agreements are industry-wide agreements, and Triller lacks control over the negotiations and terms of the agreements. A labor dispute involving Triller’s contracted parties may result in work stoppages or disrupt Triller’s operations and reduce Triller’s revenue, and resolution of disputes may increase Triller’s costs.

Labor disputes in sports leagues or associations could have an adverse impact on Triller’s business, financial condition and results of operations. In addition, any labor disputes that occur in any sports league or association for which Triller has the rights to broadcast live games or events may preclude Triller from airing or otherwise distributing scheduled games or events, which could have a negative effect on Triller’s business, financial condition and results of operations.

The sales cycle for live events programming varies and may negatively affect Triller’s ability to prepare accurate financial forecasts.

The sales cycle related to Triller’s live Events programming and the related revenue streams, which typically ranges from a single week to multiple months, may also cause Triller to experience a delay between increasing operating expenses and the generation of corresponding revenue, if any. Accordingly, Triller may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that Triller does not receive as a result of delays arising from these factors, and Triller’s results of operations in future reporting periods may be below the expectations of investors. If Triller does not address these risks successfully, Triller’s results of operations could differ materially from Triller’s estimates and forecasts or the expectations of investors, causing Triller’s business to suffer.

Triller has no assurance that the substantial time and money spent on its sales efforts will generate significant revenue. If conditions in the marketplace, generally or with specific Brands, Creators or consumers, change negatively, it is possible that Triller will be unable to recover any of these expenses. Triller’s sales efforts involve educating Triller’s Brands, Creators or consumers about the use, technical capabilities and benefits of Triller’s Technology Platform. Some of Triller’s Brands, Creators or consumers undertake an evaluation process that frequently involves not only Triller’s Technology Platform but also the offerings of Triller’s competitors. As a result, it is difficult to predict when Triller will obtain new Brands, Creators or consumers and begin generating revenue from these new Brands, Creators or consumers. Even if Triller’s sales efforts result in obtaining a new Brand, Creator or user, it may not sufficiently justify the expenses incurred to acquire the Brand, Creator or user and the related training support. As a result, Triller may not be able to add Brands, Creators or consumers, or generate revenue, as quickly as Triller may expect, which could harm Triller’s growth prospects.

A significant slowdown in the growth of AI and AI-related markets could affect Triller’s business and earnings. Even if the market does grow, there is a possibility that Triller may not be able to grow at a similar pace.

AI and AI-related markets are still in their infancy in comparison to other widely used software types, it is unclear whether AI and AI-related markets will continue to grow. The success of Triller’s Technology Platform will depend on the willingness of Creators and Brands to increase their use of AI. If Creators and Brands do not perceive the benefits of AI products and services, then AI and AI-related markets could experience a significant slowdown in growth, which would diminish the market for Triller’s Technology Platform and have a negative effect on Triller’s business, operating results, and financial condition. Additionally, if market growth falls short of Triller’s expectations Triller may not be able to adjust its Technology Platform quickly enough to maintain and grow its operations. Even if AI-related markets do grow, Triller may not be able to adjust its spending quickly enough to keep pace or grow at a similar or steady pace with such growth, and Triller may misjudge market and business trends, which would harm its business, operating results, and financial condition.

AI services and products developed by Triller may become obsolete due to fast growing technological innovations or the entry of competitors with more financial and brand power.

AI is a fast growing industry and Triller must successfully adapt and manage technological advances in AI and AI-related markets, as well as effectively compete with the emergence of additional competitors in the industry in order to maintain and grow Triller’s AI business and AI services. Thus, the success of Triller’s AI services and business depends in large part on Triller’s ability to keep pace with rapid technological changes in the development and implementation of AI products and services. For example, the development of groundbreaking technological innovations in AI, or innovations that would render AI obsolete, would harm Triller’s AI related business and make Triller’s AI services less durable. Further, the entry of competitors into the AI market that have more financial and brand power, could cause Triller’s share of the market to be significantly reduced thereby negatively affecting Triller’s business, operating results, and financial condition. For example, both Google and Microsoft have announced near term AI products and services. Any one of which may be a direct competitor with Triller’s Amplify conversation AI services. There is a risk that these or other competitors could cause significant disruptions to Triller’s AI business model, and that Triller will be unprepared to compete effectively.

Failure to attract and retain additional qualified personnel could prevent the Company from executing the Company’s business strategy and growth plans.

To execute the Company’s business strategy, the Company must attract and retain highly qualified personnel, including in the areas of AI and ML. Competition for executive officers, software developers, compliance and risk management personnel and other key employees in the Company’s industry and location is intense. The Company competes with many other companies for software developers with high levels of experience in designing, developing, and managing cloud-based software, as well as for skilled legal and compliance and risk operations professionals. Many of the companies with which the Company competes for experienced personnel have greater resources than the Company does and can frequently offer such personnel substantially greater compensation than the Company can offer. If the Company fails to identify, attract, develop and integrate new personnel, or fail to retain and motivate its current personnel, its growth prospects would be adversely affected.

The information that Triller’s AI learns may include highly confidential information. In the unlikely event of a leakage of such confidential information, Triller’s credibility may be negatively impacted, which may affect Triller’s business, operating results, and financial condition.

Triller’s AI may come to learn sensitive and confidential information. When accumulating such information the risks of a data breach or inadvertent disclosure of such information is of paramount concern. The information Triller’s AI obtains may become released due to a hack or data breach by third-parties as well as accidently released by Triller. Any unauthorized disclosure of such information could damage Triller’s reputation, interrupt Triller’s operations, and may result in a violation of applicable laws. If such information is released, it could cause Creators and Brands to not trust Triller’s AI services and reduce the number of customers Triller attracts. Further, if such a leak were to occur Triller may also have to cease its AI operations to install additional security measures to prevent the further occurrence of leaks, which may be time consuming and expensive. Accordingly, if there is a leak of sensitive or confidential information by Triller’s AI, whether as a result of third-parties, or caused by us, it would seriously harm Triller’s business, operating results, and financial condition.

Use of new and emerging AI applications, such as genAI content creation, may require additional investment and costs, and pose risks to Triller’s business and could subject Triller to legal liability.

Uncertainty around new and emerging AI applications, such as genAI content creation, may require additional investment in the development of proprietary datasets and ML models, development of new approaches and processes to provide attribution or remuneration to content creators and building systems that enable creatives to have greater control over the use of their work in the development of AI, which may be costly and could impact Triller’s profit margin. Developing, testing, and deploying AI systems may also increase the cost profile of Triller’s offerings due to the nature of the computing costs involved in such systems.

Triller may use generative AI tools in its business. GenAI is a broad label describing any type of AI that can produce new text, images, video, or audio clips. Technically, this type of AI learns patterns from training data and generates new, unique outputs with similar properties. GenAI tools producing content which can be indistinguishable from that generated by humans is a relatively novel development, with benefits, risks, and liabilities still unknown. Recent decisions of the U.S. Copyright Office suggest that Triller would not be able to claim copyright ownership in any source code, text, images, or other materials, which Triller develops through use of genAI tools, and the availability of such protections in other countries is unclear. As a result, Triller could have no remedy if third parties reused those same materials, or similar materials also generated by AI tools. Triller also face risks to any confidential or proprietary information of the Company which it may include in any prompts or inputs into any genAI tools, as the providers of the genAI tools may use these inputs or prompts to further train the tools. Not all providers offer an option to opt-out of such usage, and, even where Triller does opt-out, it cannot guarantee that the opt-out will be fully effective. In addition, Triller has little or no insight into the third-party content and materials used to train these genAI tools, or the extent of the original works which remain in the outputs. As a result, Triller may face claims from third parties claiming infringement of their intellectual property rights, or mandatory compliance with open source software or other license terms, with respect to software, or other materials or content Triller believed to be available for use, and not subject to license terms or other third party proprietary rights. Triller could also be subject to claims from the providers of the genAI tools, if Triller uses any of the generated materials in a manner inconsistent with their terms of use. Any of these claims could result in legal proceedings and could require Triller to purchase a costly license, comply with the requirement of open source software license terms, or limit or cease using the implicated software, or other materials or content unless and until Triller can re-engineer such software, materials, or content to avoid infringement or change the use of, or remove, the implicated third party materials, which could reduce or eliminate the value of its technologies and services. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect on Triller’s business, results of operations, financial condition, and future prospects.

Triller may be unable to protect its patents, trademarks and other intellectual property rights, and others may allege that Triller infringes upon their intellectual property rights.

Triller has invested significant resources in brands associated with its business such as “Triller,” “Triller Fight Club,” “TrillerFest,” and “TrillerTV” in an attempt to obtain and protect its public recognition. These brands are essential to Triller’s success and competitive position. Triller has also invested significant resources in the premium content that it produces.

Triller’s intellectual property portfolio primarily consists of patents, patent applications, copyrights, registered and unregistered trademarks, trademark applications, domain names, know-how, and trade secrets. Triller’s trademarks and other intellectual property rights are critical to Triller’s success and Triller’s competitive position. Triller’s intellectual property rights may be challenged and invalidated by third parties and may not be strong enough to provide meaningful commercial competitive advantage. While Triller has been issued patents and have additional patent applications pending, there can be no assurance that Triller’s issued patents will not be limited in scope or invalidated, or that Triller’s patent applications will result in issued patents. Triller has not registered its intellectual property in all jurisdictions in which it operates or has plans to operate. If Triller fails to maintain its intellectual property, its competitors might be able to enter the market, which would harm its business.

Moreover, a portion of Triller’s intellectual property has been acquired from one or more third parties. While Triller has conducted diligence with respect to such acquisitions, because Triller did not participate in the development or prosecution of much of the acquired intellectual property, Triller cannot guarantee that its diligence efforts identified and/or remedied all issues related to such intellectual property, including potential ownership errors, potential errors during prosecution of such intellectual property, and potential encumbrances or issues arising through the acquisition that could limit Triller’s ability to enforce such intellectual property rights.

Further, policing unauthorized use and other violations of Triller’s intellectual property is difficult, particularly given Triller’s international scope, so Triller is susceptible to others infringing, diluting or misappropriating its intellectual property rights. If Triller is unable to maintain and protect its intellectual property rights adequately, Triller may lose an important advantage in the markets in which it competes. In particular, the laws of certain foreign countries do not protect intellectual property rights in the same manner as do the laws of the United States and, accordingly, Triller’s intellectual property is at greater risk in those countries even where Triller takes steps to protect such intellectual property. For example, some license provisions protecting against unauthorized use, copying, transfer, and disclosure of Triller’s products, or certain aspects of Triller’s Technology Platform or products may be unenforceable under the laws of certain jurisdictions. Further, competitors, foreign governments, foreign government-backed actors, criminals, or other third parties may gain unauthorized access to Triller’s proprietary information and technology. Additionally, certain unauthorized use of Triller’s intellectual property may go undetected, or Triller may face legal or practical barriers to enforcing its legal rights even where unauthorized use is detected. Triller has not actively monitored trademark filings by third parties. The disclosure to, or independent development by, a competitor of any of Triller’s trade secrets, know-how or other technology not protected by a patent or other intellectual property system could materially reduce or eliminate any competitive advantage that Triller may have over such competitor. Additionally, failure to comply with applicable procedural, documentary, fee payment, foreign filing license and other similar requirements with the United States Patent and Trademark Office and various similar foreign governmental agencies could result in abandonment or lapse of the affected patent, trademark or application. Accordingly, despite Triller’s efforts, Triller may be unable to prevent third parties from infringing upon, misappropriating or designing around Triller’s technology and intellectual property or claiming that Triller infringes upon or misappropriate their technology and intellectual property.

The confidentiality and invention agreements Triller has entered into to protect its intellectual property rights may not have been properly entered into on every occasion with the applicable counterparty, and Triller cannot predict whether these agreements will be adequate to prevent infringement or misappropriation of these rights or be sufficient to ensure ownership of these rights, and such agreements can be difficult and costly to enforce or may not provide adequate remedies if violated. Further, Triller may not have entered into such agreements with all relevant parties. If Triller failed to enter into one of these agreements, or if the assignment language is found to be insufficient under applicable laws, it may not have effectively granted ownership of certain technology or other intellectual property to Triller. In such an event, there would be a risk that the applicable counterparty would not be available to (or would not be willing to) assist Triller in perfecting its ownership of the technology or intellectual property, or the counterparty may even assert ownership rights against Triller and make claims for fees, damages, or equitable relief with respect to such technology or intellectual property, which may have an adverse effect on Triller’s ability to utilize, perfect, or protect Triller’s proprietary rights over such technology and intellectual property. Such agreements may also be breached and trade secrets or confidential information may be willfully or unintentionally disclosed, including by employees who may leave Triller’s company and join Triller’s competitors, or Triller’s competitors or other parties may learn of the information in some other way. Any such infringement of Triller’s intellectual property rights would also likely result in Triller’s commitment of time and resources to protect these rights. Triller has engaged, and continue to engage, in litigation with parties that claim or misuse some of its intellectual property. Triller is involved in certain pending lawsuits relating primarily to the ownership of certain intellectual property rights. Similarly, Triller may infringe on others’ intellectual property rights. One or more adverse judgments with respect to these intellectual property rights could have a material adverse effect on Triller’s business, operating results and financial condition.

From time to time, in the ordinary course of Triller’s business, Triller has been and may become involved in administrative processes, including re-examination, inter partes review, interference, derivation opposition and/or cancellation proceedings with respect to some of Triller’s intellectual property or third-party intellectual property. Any such proceedings or other litigation or dispute involving the scope or enforceability of Triller’s intellectual property rights or any allegation that Triller infringes, misappropriate or dilute upon the intellectual property rights of others, regardless of the merit of these claims, could be costly and time-consuming and have in the past and may in the future lead to loss or narrowing of Triller’s intellectual property. If any infringement or other intellectual property claim made against Triller by any third party is successful, if Triller is required to indemnify a third party with respect to a claim, or if Triller is required to, or decide to, cease use of a brand or technology, rebrand or obtain non-infringing intellectual property (such as through a license), it could result in harm to Triller’s competitive position, delay introductions of enhancements to Triller’s platform, result in Triller’s substituting inferior or more costly technologies into Triller’s platform, or harm Triller’s reputation and brand, and could adversely affect Triller’s business and financial condition. Triller expects that the occurrence of infringement claims is likely to grow as the market for Triller’s Technology Platform and Events grows and as Triller introduces new and updated products and offerings. Accordingly, Triller’s exposure to damages resulting from infringement claims could increase and this could further exhaust Triller’s financial and management resources.

Through new and existing legal and illegal distribution channels, consumers have increasing options to access entertainment video. Piracy, in particular, threatens to damage Triller’s business. Furthermore, in light of the compelling consumer proposition, piracy services are subject to rapid global growth. Triller’s streaming video solutions are directly threatened by the availability and use of pirated alternatives. The value that streaming services are willing to pay for content that Triller develops may be reduced if piracy prevents these services from realizing adequate revenues on these acquisitions.

Lastly, in the event of a bankruptcy, Triller’s intellectual property licenses could be affected in numerous ways. A bankruptcy could result in Triller losing intellectual property rights. In particular, the United States Bankruptcy Code definition of intellectual property only includes trade secrets, patents and patent applications, copyrights, and mask works and does not include trademarks so in the event of Triller’s bankruptcy, Triller could lose rights to its trademarks.

Triller has been, and in the future may be, sued by third parties for alleged infringement of their proprietary rights.

There is considerable patent and other intellectual property development activity in Triller’s market, and litigation, based on allegations of infringement or other violations of intellectual property, is frequent in the music and social media industries. However, Triller may not be aware if Triller’s Technology Platform or technology is infringing, misappropriating, or otherwise violating third-party intellectual property rights, and such third parties may bring claims alleging such infringement, misappropriation, or violation. Because patent applications can take years to issue and are often afforded confidentiality for some period of time, there may currently be pending applications, unknown to us, that later result in issued patents that could cover Triller’s Technology Platform or technology and there is also a risk that Triller could adopt a technology without knowledge of a pending patent application, which technology would infringe a third-party patent once that patent is issued. Furthermore, it is common for individuals and groups to purchase patents and other intellectual property assets for the purpose of making claims of infringement to extract settlements from companies like Triller’s. Triller’s patent portfolio may provide little or no deterrence in a litigation with such non-practicing entities or other adverse patent owners that have no relevant solution revenue as Triller would not be able to assert its patents against such entities or individuals.

Triller’s use of third-party content, including music content, software, and other intellectual property rights may be subject to claims of infringement or misappropriation. Triller cannot guarantee that its internally developed or acquired technologies and content do not or will not infringe the intellectual property rights of others. From time to time, Triller’s competitors or other third parties have in the past and may in the future claim that Triller is infringing upon or misappropriating their intellectual property rights, and Triller may be found to be infringing upon such rights. For example, in 2023 Triller settled litigation brought by Sony Music Entertainment, Sony Music Entertainment US Latin LLC, Arista Records LLC, Provident Label Group LLC, Records Label, LLC, and Zomba Recording LLC (collectively, “Sony Music”), alleging claims for breach of contract relating to an agreement permitting the use of Sony Music’s content in user-created videos, copyright infringement, contributory copyright infringement, and vicarious copyright infringement (the “Sony Music Lawsuit”) and were recently sued again by Sony Music for breach of the settlement agreement.

Many potential litigants, including some of Triller’s competitors and patent-holding companies, have the ability to dedicate substantial resources to assert their intellectual property rights and to defend claims that may be brought against them. Claims or litigation have caused in the past and could in the future cause Triller to incur significant expenses and, if successfully asserted against us, could require that Triller pays substantial damages or ongoing royalty payments, prevent Triller from offering its Technology Platform or services or using certain technologies, force Triller to implement expensive work-arounds, or impose other unfavorable terms. In addition, Triller may be required to license additional technology from third parties to develop and market new platform features, which may not be on commercially reasonable terms, or at all, and would adversely affect Triller’s ability to compete. Any license or settlement entered into as the result of claims or litigation may not provide Triller with sufficient rights to practice Triller’s Technology Platform. Triller has in the past and may in the future enter into patent license agreements as a result of third-party patent assertions. In the event that Triller does not comply with the requirements of a patent license agreement or fail to make required payments, Triller may be subject to breach of contract claims, which may subject Triller to monetary damages and loss of rights under the license agreement. Triller expects that the occurrence of infringement claims is likely to grow as the market for Triller’s Technology Platform and Events grows and as Triller introduces new and updated products and offerings. Accordingly, Triller’s exposure to damages resulting from infringement claims could increase and this could further exhaust Triller’s financial and management resources. Further, during the course of any litigation, Triller may make announcements regarding the results of hearings and motions, and other interim developments. If securities analysts and investors regard these announcements as negative, the value of ILLR Shares may decline. Even if intellectual property claims do not result in litigation or are resolved in Triller’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of Triller’s management and require significant expenditures. Any of the foregoing could prevent Triller from competing effectively and could have an adverse effect on Triller’s business, financial condition, and operating results.

Moreover, Triller’s agreements with certain partners and certain vendors include indemnification provisions under which Triller agrees to indemnify them for losses suffered or incurred as a result of claims of intellectual property infringement pertaining to Triller’s products and technology. Some of these indemnity agreements provide for uncapped liability and some indemnity provisions survive termination or expiration of the applicable agreement. Any claim of infringement by a third party, even one without merit, whether against Triller or for which Triller is required to provide indemnification, could cause Triller to incur substantial costs defending against the claim, could distract Triller’s management from Triller’s business, and could require Triller to cease use of such intellectual property. Further, because of the substantial amount of discovery required in connection with intellectual property litigation, Triller risks compromising Triller’s confidential information during this type of litigation. Any dispute with a partner or vendor with respect to these intellectual property indemnification obligations could have adverse effects on Triller’s relationship with that counterparty and other potential partners or vendors, and harm Triller’s business and operating results. Triller may be required to make substantial payments for legal fees, settlement fees, damages, royalties, or other fees in connection with a claimant securing a judgment against us, Triller may be subject to an injunction or other restrictions that cause Triller to cease selling subscriptions to Triller’s platform, Triller may be subject to an injunction or other restrictions that cause Triller to rebrand or otherwise cease using certain trademarks in specified jurisdictions, or Triller may be required to redesign any allegedly infringing portion of Triller’s platform or Triller may agree to a settlement that prevents Triller from distributing Triller’s platform or a portion thereof, any of which could adversely affect Triller’s business, financial condition and results of operations. In addition, Triller’s insurance may not be adequate to indemnify Triller for all liability that may be imposed, or otherwise protect Triller from liabilities or damages, and any such coverage may not continue to be available to Triller on acceptable terms or at all.

Triller may incur significant expenses to protect its intellectual property rights, and if Triller is unable to adequately protect its intellectual property rights, its competitive position could be harmed.

Triller regards its copyrights, service marks, trademarks, trade secrets, patents and other intellectual property as critical to its success. Triller relies on a combination of copyright and trademark laws, trade secret protection, confidentiality and non-disclosure agreements, and other contractual provisions to protect Triller’s proprietary software, trade secrets and similar intellectual property. Triller has patents, copyrights and trademarks in certain jurisdictions and may apply for further trademark and copyright registrations and additional patents, which may provide such protection in relevant jurisdictions. However, Triller cannot assure you that its efforts will prove to be sufficient or that third parties will not infringe upon or misappropriate its proprietary rights. Unauthorized use of the intellectual property, whether owned by or licensed to us, could adversely affect Triller’s business and reputation.

Triller may be subject to disputes or liabilities associated with content made available on its products and services.

Triller provides various products and services that enable Brands and Creators and other users to make content available on its service. For example, Creators or users can record and distribute their content and can upload profile images. These may subject Triller to claims of intellectual property infringement by third parties if such Brands and Creators or users do not obtain the appropriate authorizations from rights holders. In addition to intellectual property infringement, Triller has faced and will continue to face other claims relating to content that is published or made available through its products and services. These may include claims related to defamation, rights of publicity and privacy, and online safety. For example, Triller is dependent on those who provide content on its service complying with the terms and conditions of any license agreements with us, its end user license agreements, or commercial agreements Triller may enter into with certain Brands and Creators or users, which prohibit providing content that infringes the intellectual property or proprietary rights of third parties or is otherwise legally actionable pursuant to privacy and/or publicity rights, and other applicable laws, rules, and regulations. However, Triller cannot guarantee that the Brands and Creators and users who provide content on its service will comply with their obligations, and any failure of Brands and Creators and users to do so may materially impact Triller’s business, operating results, and financial condition.

Triller and other intermediate online service providers rely primarily on two sets of laws in the U.S., to shield Triller from legal liability with respect to user activity, including actions based on invasion of privacy and other torts, unfair competition, copyright and trademark infringement, and other theories based on the nature and content of the materials searched, the advertisements posted, or the content provided by Brands, Creators or users. The Digital Millennium Copyright Act (“DMCA”) provides service providers a safe harbor from monetary damages for copyright infringement claims, provided that service providers comply with various requirements designed to stop or discourage infringement on their platforms by their users. Section 230 of the Communications Decency Act (“CDA”) protects providers of an interactive computer service from liability with respect to most types of content, including defamatory information, provided over their service by others, including users. Both the DMCA safe harbor and Section 230 of the CDA face regular calls for revision, including without limitation in a number of CDA reform bills currently being considered by legislators. Furthermore, recent litigation involving cloud hosting companies has created uncertainty with respect to the applicability of DMCA protections to companies that host substantial amounts of user content. For these reasons and others, now or in the future, the DMCA, CDA, and similar provisions may be interpreted as not applying to Triller or may provide Triller with incomplete or insufficient protection from claims. Changes in any such laws that shield Triller from liability could materially harm Triller’s business, operating results, and financial condition. In many, but not all, territories outside of the United States there are laws similar to the DMCA which exempt Triller from copyright infringement liability that may arise due to hosting user-uploaded materials. In some countries, particularly in Europe and the APAC region, these laws are being readjusted and new -at times burdensome -constraints are being imposed onto service providers. Although Triller has invested and continue to invest in systems and resources, which are intended to ensure that Triller is compliant with the requirements of U.S. and international laws relating to, among other things, materials that infringe on copyrights and contain other objectionable content, Triller’s systems may not be sufficient or Triller may unintentionally err and fail to comply with these laws and regulations which could expose Triller to claims, judgments, monetary liabilities and other remedies, and to limitations on Triller’s business practices which could materially adversely affect Triller’s business and financial results. For example, Triller entered into a settlement agreement relating to a lawsuit for copyright infringement whereby Triller agreed to pay Wixen $10.0 million in scheduled payments through September 2024 and approximately $5.5 million remains due. Triller currently do not have sufficient cash on hand to satisfy this obligation which could result in penalties under the settlement agreement. Although Triller does not currently have cash on hand to satisfy this obligation, it has access to certain facilities which it believes will help satisfy this obligation, including the up to $200.0 million available from the Sabeera Convertible Promissory Notes, of which Triller has drawn $0.7 million to date. Triller anticipates utilizing approximately $25.0 million available to Triller under the Sabeera Convertible Promissory Notes. In addition, Triller has entered into a $500.0 million SEPA with Yorkville which may provide further liquidity and working capital support, if applicable conditions are met. On April 25, 2024, Triller entered into an agreement with Yorkville and AGBA to amend and restate the SEPA (the “Amended SEPA”), and on June 28, 2024, AGBA and Triller entered into the Second A&R SEPA with Yorkville. Triller believes that it will be able to satisfy all current and future commitments under the Wixen Settlement due to its access to liquidity and capital lines. However, if Triller is not able to obtain sufficient financing to satisfy these obligations it will have a material adverse effect on its business and Triller may have to limit operations in a manner inconsistent with its development and growth plans.

Given the large volume of content that various third parties make available on Triller’s Technology Platform, it is challenging for Triller to accurately verify the legitimacy of such content and review or moderate such content to ensure that it is otherwise in compliance with Triller’s policies, so inappropriate content may be posted or activities executed before Triller is able to take protective action, which could subject Triller to legal liability. Even if Triller complies with legal obligations to remove or disable content, Triller may continue to allow use of its products or services by individuals or entities who others find hostile, offensive, or inappropriate. The activities or content of Triller’s Creators, Brands or users may lead Triller to experience adverse political, business and reputational consequences, especially if such use is high profile. Conversely, actions Triller takes in response to the activities of Triller’s Creators, Brands or users, up to and including banning them from using Triller’s products, services, or properties, may harm Triller’s brand and reputation. In addition to liability based on Triller’s activities in the United States, Triller may also be deemed subject to laws in other countries that may not have the same protections or that may impose more onerous obligations on us, which may impose additional liability or expense on us, including additional theories of intermediary liability.

In addition, Brands may not wish to associate with certain types of content and if Triller cannot reliably exclude their ads from certain types of content, Triller’s business relationships may also be negatively impacted. If Triller fails to build and maintain an effective system to moderate the content on Triller’s Technology Platform, Triller’s users, Creators, or Brands may lose trust in us, Triller’s reputation may be impaired, and Triller’s business may be adversely affected.

Triller is subject to governmental regulation and other legal obligations, particularly related to privacy, data protection and information security, and Triller’s actual or perceived failure to comply with such obligations could harm Triller’s business, including regulatory investigations or actions; litigation; fines and penalties; disruptions of Triller’s business operations; reputational harm; loss of revenue or profits; and other adverse business consequences.

Since Triller processes personal information and other sensitive data such as confidential business data, trade secrets, and intellectual property, from and about Triller’s Creators, Brands, users, employees, service providers, and other third parties, Triller is subject to general business regulations and laws, as well as regulations and laws specific to the internet, which may include laws and regulations related to user privacy, data protection, information security, consumer protection, payment processing, taxation, intellectual property, electronic contracts, internet access and content restrictions. Triller’s handling of data is subject to a variety of laws and regulations, including regulation by various government agencies, including the FTC, and various state, local and foreign regulators. The U.S. federal and various state and foreign governments have adopted or proposed limitations on the collection, distribution, use and storage of personal data of individuals. Any failure or perceived failure by Triller to comply with privacy or security laws, policies, legal obligations or industry standards or any security incident that results in the unauthorized disclosure, release or transfer of personal data or other user data may result in governmental enforcement actions, litigation, fines and penalties and/or adverse publicity, and could cause Triller’s users to lose trust in us, which could have an adverse effect on Triller’s reputation and business. Triller cannot guarantee that it has been or will be fully compliant in every jurisdiction. Litigation and regulatory proceedings are inherently uncertain, and the laws and regulations governing issues such as privacy, payment processing, taxation and consumer protection related to the internet continue to develop.

As Triller’s service and others like Triller gain traction in international markets, governments are increasingly looking to introduce new or extend legacy regulations to these services. Laws and regulations concerning privacy, data protection and information security are evolving, and changes to such laws and regulations could require Triller to change features of Triller’s services, which may in turn reduce demand for Triller’s services. Triller’s failure to comply with federal, state and international data privacy laws and regulations could harm Triller’s ability to successfully operate Triller’s business and pursue Triller’s business goals. For example, the CCPA, among other things, requires covered companies to provide disclosures to California consumers and afford such consumers the ability to opt-out of sales of personal data.

Additionally, broad consumer privacy laws have been enacted in a number of states including California. Colorado, Connecticut, Iowa, Utah and Virginia. For example, the Montana legislature voted to ban TikTok on April 14, 2023. Governor Greg Gianforte signed Senate Bill 419, which prohibits mobile application stores from offering TikTok within the state. The bill also makes it illegal for TikTok to operate within the state. It is not yet fully clear how these laws will be enforced and how certain of their requirements will be interpreted. The effects of these laws are potentially significant and may require Triller to modify Triller’s data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply and increase Triller’s potential exposure to regulatory enforcement and/or litigation.

The CCPA has prompted a number of proposals for new federal and state-level privacy legislation. Such proposed legislation, if enacted, may add additional complexity, variation in requirements, restrictions and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of previously useful data and could result in increased compliance costs and/or changes in business practices and policies. At the federal level, there is a significant and potentially transformative bipartisan bill being debated.

Other federal and state laws restrict the use and protect the privacy and security of personally identifiable information. For example, according to the FTC, failing to take appropriate steps to keep consumers’ personal information secure constitutes unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act, 15 U.S.C. § 45(a). The FTC expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business and the cost of available tools to improve security and reduce vulnerabilities. In recent years, the FTC has paid increased attention to privacy and data security matters, and Triller expects them to continue to do so in the future.

The privacy of children’s personal data collected online is also becoming increasingly scrutinized both in the United States and internationally. For example, the United Kingdom’s Age Appropriate Design Code (“AADC”) and incoming Online Safety Bill, focuses on online safety and protection of children’s privacy online. A similar law, the California’s Age-Appropriate Design Code Act (“CAADCA”) was signed into law in California and goes into effect on July 1, 2024. The CAADCA implements into law certain principles taken from the AADC, among other things, and imposes substantial new obligations upon companies. Passage of the CAADCA and similar laws may further complicate compliance efforts and may increase legal risk and compliance costs for Triller and Triller’s third party partners. In the U.S., Triller may have obligations on the federal level under the Children’s Online Privacy Protection Act (“COPPA”). Despite Triller’s efforts, no assurances can be given that the measures Triller has taken to address COPPA requirements will be sufficient to completely avoid allegations of COPPA violations, any of which could expose Triller to significant liability, penalties, reputational harm and loss of revenue, among other things. Additionally, new laws and regulations are being considered in various jurisdictions to require the monitoring of user content or the verification of users’ identities and age such as a comprehensive new measure just signed into law in Utah.

In addition, many foreign jurisdictions in which Triller does business, including the European Union and other jurisdictions have laws and regulations dealing with the collection and use of personal data obtained from their residents, which are more restrictive in certain respects than those in the U.S. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure and security of personal data that identifies or may be used to identify an individual. Triller may be required to modify its policies, procedures, and data processing measures in order to address requirements under these or other privacy, data protection, or cyber security regimes, and may face claims, litigation, investigations, or other proceedings regarding them and may incur related liabilities, expenses, costs, and operational losses.

Within the European Union, legislators adopted the EU GDPR, which became effective in May 2018, and which imposes heightened obligations and risk upon Triller’s business and which may substantially increase the penalties to which Triller could be subject in the event of any non-compliance. Under the EU GDPR, parties are either controllers, which are decision-makers that exercise overall control over the purposes and means of data processing, whether alone or jointly with one or more other persons, or processors, who act on behalf of, and only on the instructions of, the relevant controller. In the provision of Triller’s services to its users, Triller generally acts as a controller, which imposes significant compliance obligations on Triller under the EU GDPR. If Triller fails to satisfy these obligations, it may be subject to investigation or administrative fines from supervisory authorities or subject to individual claims that Triller failed to comply with the applicable provisions of EU GDPR. In addition, further to the United Kingdom’s exit from the European Union on January 31, 2020, the EU GDPR ceased to apply in the United Kingdom at the end of the transition period on December 31, 2020. In addition, Triller is also subject to data protection laws in the United Kingdom. The UK GDPR and the UK Data Protection Act 2018 set out the United Kingdom’s data protection regime, which is independent from but aligned to the European Union’s data protection regime. Non-compliance with the EU GDPR, or UK GDPR, may result in monetary penalties of up to €20 million (or £17.5 million under UK GDPR) or 4% of worldwide annual turnover, whichever is higher. Further, a wide variety of other potential enforcement powers are available to competent supervisory authorities in respect of potential and suspected violations of the EU GDPR, or UK GDPR, including audit and inspection rights, and powers to order temporary or permanent bans on all or some processing activities. The EU GDPR and UK GDPR also confer a private right of action on data subjects and consumer associations to lodge complaints with supervisory authorities, seek judicial remedies, and obtain compensation for damages resulting from violations of the EU GDPR and UK GDPR.

The EU GDPR also provides that European Economic Area (“EEA”) Member States may make their own further laws and regulations to introduce additional requirements (for example, related to the processing of “special categories of personal data,” as well as personal data related to criminal offenses or convictions) which adds to the complexity of processing personal data in or from the EEA or the United Kingdom. This may lead to greater divergence in the law that applies to the processing of personal data across the EEA and/or United Kingdom, compliance with which could limit Triller’s ability to collect and process data in the context of Triller’s EEA and/or United Kingdom operations, and/or could cause Triller’s compliance costs to increase, ultimately having an adverse impact on Triller’s business and harming Triller’s business and financial condition.

The EU GDPR also regulates cross-border transfers of personal data and requires transferee countries to have protections equivalent to protections available in the EU. The EU GDPR imposes strict rules on the transfer of personal data to countries outside the EEA, Switzerland or the United Kingdom, including the United States, in respect of which the European Commission or the United Kingdom government has not issued a so-called “adequacy decision” or “adequacy regulation” (known as “third countries”), unless the parties to the transfer have implemented specific safeguards to protect the transferred personal data. This includes putting in place the European Commission’s Standard Contractual Clauses (“SCCs”) for transfers outside of the EEA and a similar transfer mechanism for transfers of personal data outside of the United Kingdom, the International Data Transfer Agreement or Addendum (“IDTA”). Under both the EU GDPR and the UK GDPR, exporters are also required to assess the risk of the data transfer on a case-by-case basis, including conducting an analysis of the laws in the destination country. The SCCs had to be in place by December 27, 2022, whereas the IDTA must be implemented in all existing contracts by March 21, 2024. Finalizing the implementation of the updated SCCs and IDTA, and conducting the required risk assessments, may continue to necessitate significant contractual overhaul of Triller’s data transfer arrangements with users, sub-processors and vendors. On June 28, 2021, the European Commission published its decision recognizing the United Kingdom as having adequate laws to the protect the rights and freedoms of data subjects such that personal data may transfer to from the EU to the United Kingdom without an approved transfer mechanism. The decision is effective for four years and its continuing effect is dependent on United Kingdom and regulation on data privacy not diverging materially from the EU GDPR. The United Kingdom Government also confirmed that data transfers to the EU remain free flowing.

In addition, other European data protection laws require that affirmative opt-in consent is procured to the placement of cookies and similar tracking technologies on users’ devices (other than those that are “strictly necessary” to provide services requested by the user), including those used for analytics, personalization of experiences and advertising. These requirements may increase Triller’s exposure to regulatory enforcement actions, increase Triller’s compliance costs and reduce demand for Triller’s products. A new regulation proposed in the EU, which would apply across the EEA, known as the ePrivacy Regulation, if and when enacted, may further restrict the use of cookies and other online tracking technologies on which Triller’s products rely, as well as increase restrictions on the types of direct marketing campaigns that Triller’s platform enables. The final version of the ePrivacy Directive is likely to introduce regulatory enforcement powers akin to those available to supervisory authorities under the EU GDPR, including significant administrative fines and other penalties for non-compliance. Given the delay in finalizing the ePrivacy Regulation, certain regulators have issued guidance on the requirement to seek strict opt-in consent to all non-essential cookies and similar technologies and the requirement to increase the standard of transparency relating to use of cookies and similar technologies. Triller is likely to need to invest significantly in compliance with these types of new legislation in order to attract and maintain users in the EEA.

The global regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial and other personal data, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. The proliferation of privacy and data protection laws has heightened risks and uncertainties concerning cross-border transfers of personal data and other data, which could impose significant compliance costs and expenses on Triller’s business, increase Triller’s potential exposure to regulatory enforcement and/or litigation, and have a negative effect on Triller’s existing business and on Triller’s ability to attract and retain new users.

Triller publicly posts documentation regarding its practices concerning the collection, processing, use and disclosure of data. Although Triller endeavors to comply with its published policies and documentation, it may at times fail to do so or be alleged to have failed to do so. Any failure or perceived failure by Triller to comply with Triller’s privacy policies or any applicable privacy, security or data protection, information security or consumer-protection related laws, regulations, orders or industry standards could expose Triller to costly litigation, significant awards, fines or judgments, civil and/or criminal penalties or negative publicity, and could materially and adversely affect Triller’s business, financial condition and results of operations. The publication of Triller’s privacy policy and other documentation that provide promises and assurances about privacy and security can subject Triller to potential state and federal action if they are found to be deceptive, unfair, or misrepresentative of Triller’s actual practices, which could, individually or in the aggregate, materially and adversely affect Triller’s business, financial condition and results of operations.

Triller may in the future be, subject to enforcement actions, investigations, litigation, or other inquiries regarding Triller’s data privacy and security practices. Additionally, advocacy organizations have also filed complaints with data protection authorities against advertising technology companies, arguing that certain of these companies’ practices do not comply with the EU GDPR and/or the UK GDPR. It is possible that investigations or enforcement actions will involve Triller’s practices or practices similar to Triller’s. If Triller’s privacy or data security measures fail to comply with current or future laws and regulations, Triller may be subject to claims, legal proceedings or other actions by individuals or governmental authorities based on privacy or data protection regulations and Triller’s commitments to users or others, as well as negative publicity and a potential loss of business. Moreover, if future laws and regulations limit Triller’s ability to process personal data, Triller’s costs could increase, and Triller’s business, results of operations and financial condition could be harmed. In addition, privacy advocates and industry groups have regularly proposed, and may propose in the future, self-regulatory standards with which Triller must legally comply or that contractually apply to Triller. If Triller fails to follow these security standards even if no user information is compromised, it may incur significant fines, negative publicity and reputational damage or experience a significant increase in costs.

Because the interpretation and application of privacy and data protection laws, regulations and standards are uncertain and quickly changing, it is possible that these obligations may be interpreted and applied in manners that are, or are asserted to be, inconsistent with Triller’s practices. Preparing for and complying with these obligations requires significant resources. Further, adaptation of the digital advertising marketplace requires increasingly significant collaboration between participants in the market, such as content Creators, Brands and marketers. Failure of the industry to adapt to changes in data privacy and security obligations and user response to such changes could negatively impact inventory, data, and demand. Triller cannot control or predict the pace or effectiveness of such adaptation, and Triller cannot predict the impact such changes may have on its business. In addition, it may be necessary for Triller to fundamentally change its business activities, information technologies, systems, and practices, and to those of any third parties that process personal information on Triller’s behalf.

Although Triller endeavors to comply with all applicable data privacy and security obligations, Triller may at times fail or be perceived to have failed to do so. For example, Triller’s subsidiary, TrillerTV, is party to a class action over its use of consumer personal identifying information from Facebook. Moreover, despite Triller’s efforts, Triller’s customers, personnel or third parties upon whom Triller relies may fail to comply with such obligations, which could negatively impact Triller’s business operations and compliance posture. For example, any failure by a third-party processor to comply with applicable law, regulations, or contractual obligations could result in adverse effects, including inability to operate Triller’s business and proceedings against Triller by governmental entities or others. Any inability, or perceived inability, to address or comply with applicable data privacy or security obligations could result in significant consequences, including, but not limited to, government enforcement actions (e.g., investigations, fines, penalties, audits, inspections, and similar); litigation (including class-related claims); additional reporting requirements and/or oversight; bans on processing personal information; and orders to destroy or not use personal information. Any of these events could have a material adverse effect on Triller’s reputation, business, or financial condition, including but not limited to: loss of customers; additional costs and liabilities; damage Triller’s reputation; reduction in sales and demand for Triller’s platform; and harm Triller’s business.

Moreover, as internet commerce and advertising continues to evolve, increasing regulation by federal, state and foreign regulatory authorities becomes more likely. For example, California’s Automatic Renewal Law requires companies to adhere to enhanced disclosure requirements when entering into automatically renewing contracts with consumers. Other states have enacted similar laws in recent years. As a result, a wave of consumer class action lawsuits has been brought against companies that offer online products and services on a subscription or recurring basis. Any failure, or perceived failure, by Triller to comply with any of these laws or regulations could result in damage to Triller’s reputation, lost business, and proceedings or actions against Triller by governmental entities or others, which could impact Triller’s operating results. As Triller improves its TV streaming platform, Triller may also be subject to new laws and regulations specific to such technologies.

If Triller fails to retain existing users or add new users, or if Triller’s users decrease their level of engagement with Triller’s products, Triller’s revenue, financial results, and business may be significantly harmed.

The size of Triller’s user base and Triller’s users’ level of engagement across Triller’s products are critical to Triller’s success. Triller’s financial performance has been and will continue to be significantly determined by Triller’s success in adding, retaining, and engaging active users of Triller’s products that deliver ad impressions. Triller has experienced, and expect to continue to experience, fluctuations and declines in the size of Triller’s active user base in one or more markets from time to time, particularly in markets where Triller has achieved higher penetration rates. User growth and engagement are also impacted by a number of other factors, including competitive products and services, such as TikTok, that have reduced some users’ engagement with Triller’s products and services, as well as global and regional business, macroeconomic, and geopolitical conditions. For example, the COVID-19 pandemic led to increases and decreases in the size and engagement of Triller’s active user base from period to period at different points during the pandemic, and the resulting effects from the COVID-19 pandemic may continue to have a varied impact on the size and engagement of Triller’s active user base in the future. Any future declines in the size of Triller’s active user base may adversely impact Triller’s ability to deliver ad impressions and, in turn, Triller’s financial performance.

If people do not perceive Triller’s products to be useful, reliable, and trustworthy, Triller may not be able to attract or retain users or otherwise maintain or increase the frequency and duration of their engagement. A number of other social networking companies that achieved early popularity have since seen their active user bases or levels of engagement decline, in some cases precipitously. There is no guarantee that Triller will not experience a similar erosion of Triller’s active user base or engagement levels. Triller’s user engagement patterns have changed over time, and user engagement can be difficult to measure, particularly as Triller introduces new and different products and services. Any number of factors can negatively affect user retention, growth, and engagement, including if:

From time to time, certain of these factors have negatively affected user retention, growth, and engagement to varying degrees. If Triller is unable to maintain or increase its user base and user engagement, particularly for its significant revenue-generating Technology Platform, its revenue and financial results may be adversely affected. Any significant decrease in user retention, growth, or engagement could render its products less attractive to users, marketers, and developers, which is likely to have a material and adverse impact on its ability to deliver ad impressions and, accordingly, its revenue, business, financial condition, and results of operations. As the size of Triller’s active user base fluctuates in one or more markets from time to time, Triller will become increasingly dependent on its ability to maintain or increase levels of user engagement and monetization in order to grow revenue.

Existing federal, state, and foreign laws regulate the senders of commercial emails and text messages and changes in privacy laws could adversely affect Triller’s ability to provide its services and could impact its results from operations or result in costs and fines.

Triller may use a variety of direct marketing techniques to promote its business, including email marketing, telemarketing and marketing conducted via SMS and MMS messages. In the United States, these activities are regulated by laws such as the Controlling the Assault of Non-Solicited Pornography and Marketing (“CAN-SPAM”) Act of 2003, the Telephone Consumer Protection Act (“TCPA”) and various state laws and regulations governing telephone solicitation and text message marketing.

The CAN-SPAM Act, among other things, obligates the sender of commercial emails to provide recipients with the ability to opt out of receiving future commercial emails from the sender. The ability of message recipients to opt out of receiving commercial emails may minimize the effectiveness of Triller’s marketing efforts. In addition, certain foreign jurisdictions, such as Australia, Canada, the United Kingdom, and the European Union, have enacted laws that regulate sending email, and some of these laws are more restrictive than U.S. laws. For example, some foreign laws prohibit sending commercial email unless the recipient has provided the sender advance consent to receive such email, or in other words has “opted-in”. A requirement that recipients opt into, or the ability of recipients to opt out of, receiving commercial emails may minimize the effectiveness of Triller’s marketing efforts. Any failure by Triller to comply fully with the CAN-SPAM Act or other laws governing Triller’s commercial email programs may subject Triller to substantial fines and penalties.

Similarly, the TCPA is a U.S. federal statute that protects consumers from unwanted telephone calls, faxes and text messages. TCPA violations can result in significant financial penalties for businesses including civil forfeiture penalties or criminal fines imposed by the Federal Communications Commission (“FCC”) and statutory damages liability through consumer lawsuits brought by private plaintiffs or public enforcement actions brought by state attorneys general or other consumer protection authorities.

Numerous class-action suits under federal and state laws have been filed in recent years against companies that conduct telemarketing and texting campaigns, with many resulting in multi-million-dollar judgments or settlements. While Triller strives to comply with all laws applicable to its marketing operations, courts, the FCC, and other enforcement authorities may disagree with Triller’s interpretations of such laws and subject Triller to penalties, statutory damages and other liability for noncompliance. Determination by a court or regulatory agency that Triller’s operations violate the TCPA or other marketing laws could require Triller to terminate some portions of Triller’s business, and could have material adverse effect on Triller’s business, operating results, and financial condition. Even an unsuccessful legal challenge of Triller’s marketing activities could result in adverse publicity and could require a costly response from Triller.

Moreover, many states have enacted telemarketing and text message marketing laws and regulations that are even more proscriptive than the TCPA and that pose additional litigation and regulatory enforcement risks. For example, Florida, Washington, and Oklahoma have enacted statutes that are in many respects more restrictive than the TCPA. Other U.S. states may pass similar (or possibly more burdensome) laws in the future that may erode Triller’s ability to effectively market Triller’s services via telephone solicitation or text messaging and expose Triller to currently unforeseen liability. The TCPA and other laws governing Triller’s marketing activities are also subject to frequent amendment, as well as to reinterpretation by courts and regulators, and any future amendments or interpretations could adversely affect the continuing effectiveness of Triller’s marketing efforts and could force changes in Triller’s marketing strategies. Triller may not be able to respond to such developments with adequate alternative marketing strategies and, as result, any such developments could have an adverse effect on Triller’s business, operating results, and financial condition.

If Triller’s or Triller’s users’ security measures are compromised or unauthorized access to Triller’s data (including that of Triller’s users or other sensitive or confidential information) is otherwise obtained, Triller’s Technology Platform may be perceived as not being secure, Triller’s users may be harmed and may curtail or cease their use of Triller’s Technology Platform, Triller’s reputation may be damaged and Triller may incur significant liabilities.

Triller’s operations involve the storage and transmission of data of users of Triller’s platform, including personally identifiable information and sensitive information of the company. Security incidents could result in unauthorized access to, loss of or unauthorized disclosure of this information, litigation, indemnity obligations and other possible liabilities, as well as negative publicity, which could damage Triller’s reputation, impair Triller’s sales and harm Triller’s users and Triller’s business.

Triller’s products and services involve the collection, storage, processing, and transmission of a large amount of data. Cyber-attacks and other malicious internet-based activity continue to increase generally, and platforms that maintain data such as the data Triller maintains have been targeted by such attacks. If Triller’s security measures are compromised as a result of third-party action, employee or user error, malfeasance, stolen or fraudulently obtained log-in credentials or otherwise, Triller’s reputation could be damaged, Triller’s business may be harmed and Triller could incur significant liability. If third parties with whom Triller works, such as vendors or developers, violate applicable laws, Triller’s security policies or Triller’s acceptable use policy, such violations may also put Triller’s users’ information at risk and could in turn have an adverse effect on Triller’s business. In addition, if the security measures of Triller’s users are compromised, even without any actual compromise of Triller’s own systems, Triller may face negative publicity or reputational harm if Triller’s users or anyone else incorrectly attributes the blame for such security breaches to Triller or Triller’s systems. Triller may be unable to anticipate or prevent techniques used to obtain unauthorized access or to sabotage systems because they change frequently and generally are not detected until after an incident has occurred. As Triller increases its user base and its brand becomes more widely known and recognized, Triller may become more of a target for third parties seeking to compromise its security systems or gain unauthorized access to its users’ data. Any failure to prevent or mitigate security breaches and improper access to or disclosure of Triller’s data or user data, including personal information, content, or payment information from users, or information from marketers, could result in the loss, modification, disclosure, destruction, or other misuse of such data, which could harm Triller’s business and reputation and diminish Triller’s competitive position. In addition, computer malware, viruses, social engineering (such as spear phishing attacks), scraping, and general hacking continue to be prevalent in Triller’s industry, have occurred on Triller’s systems in the past, and will occur on Triller’s systems in the future.

Cyber-attacks, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, viruses, and social engineering (including phishing) are prevalent in Triller’s industry. Triller’s internal computer systems and those of Triller’s current and any future strategic collaborators, vendors, and other contractors or consultants are vulnerable to damage from cyber-attacks, computer viruses, unauthorized access, natural disasters, cybersecurity threats, terrorism, war and telecommunication and electrical failures. Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to employee or user data using stolen or inferred credentials, computer malware, viruses, spamming, phishing attacks, ransomware, card skimming code, and other deliberate attacks and attempts to gain unauthorized access. The techniques used to sabotage or to obtain unauthorized access to Triller’s Technology Platform, systems, networks, or physical facilities in which data is stored or through which data is transmitted change frequently, and Triller may be unable to implement adequate preventative measures or stop security breaches while they are occurring. Because the techniques used by computer programmers who may attempt to penetrate and sabotage Triller’s network security or Triller’s website change frequently and may not be recognized until launched against a target, Triller may be unable to anticipate these techniques. Additionally, during the recent COVID-19 pandemic, and potentially beyond as remote work and resource access expand, there is an increased risk that Triller may experience cybersecurity-related events such as COVID-19 themed phishing attacks, exploitation of any cybersecurity flaws that may exist, an increase in the number cybersecurity threats or attacks, and other security challenges as a result of most of Triller’s employees and Triller’s service providers continuing to work remotely from non-corporate managed networks. Triller has previously been, and may in the future become, the target of cyber-attacks by third parties seeking unauthorized access to Triller’s or Triller’s users’ data or to disrupt Triller’s operations or ability to provide Triller’s services.

Triller also relies on third-party service providers and technologies to operate critical business systems to process confidential and personal information in a variety of contexts. In addition, some of Triller’s developers or other partners, such as those that help Triller measure the effectiveness of ads, may receive or store information provided by Triller or by Triller’s users through mobile or web applications integrated with Triller’s products. Triller provides limited information to such third parties based on the scope of services provided to Triller. Triller’s ability to monitor these third parties’ cybersecurity practices is limited. These third-party providers and technologies may not have adequate measures in place, and could experience or cause a security incident that compromises the confidentiality, integrity or availability of the systems or technologies they provide to Triller or the information they process on Triller’s behalf. While Triller has taken steps designed to protect the proprietary, regulated, sensitive, confidential and personal information in Triller’s control, Triller’s security measures or those of the third parties on which Triller relies may not be effective against current or future security risks and threats. If these third parties or developers fail to adopt or adhere to adequate data security practices, or in the event of a breach of their networks, Triller’s data or Triller’s users’ data may be improperly accessed, used, or disclosed. Additionally, Triller does not currently maintain company-wide policies and procedures with respect to such risks, instead relying on Triller’s individual business units to implement the appropriate policies and procedures that each such business unit believes necessary. Such approach may be less effective than implementing global policies across all business units.

If Triller or one of Triller’s trusted third parties were to experience a cyberattack leading to interruptions in Triller’s operations, it could result in a material disruption of Triller’s development programs and Triller’s business operations, whether due to a loss of Triller’s trade secrets or other proprietary information or other disruptions. Moreover, enforcing a claim that a party illegally disclosed or misappropriated a trade secret are difficult, expensive, time-consuming, and the outcome is unpredictable. In addition, effective trade secret protection may not be available in every country in which Triller’s products are available or where Triller has employees or independent contractors as some courts inside and outside the United States are less willing or unwilling to protect trade secrets. If any of Triller’s trade secrets were to be disclosed to or independently developed by a competitor or other third party, Triller’s competitive position would be materially and adversely harmed. These cyber-attacks could be carried out by threat actors of all types (including but not limited to nation states, organized crime, other criminal enterprises, individual actors and/or advanced persistent threat groups). In addition, Triller may experience intrusions on Triller’s physical premises by any of these threat actors. To the extent that any disruption or security breach were to result in a loss of, or damage to, Triller’s data or applications, or inappropriate disclosure of confidential or proprietary information, Triller could incur liability and Triller’s competitive position could be harmed. Any breach, loss, or compromise of personal data may also subject Triller to civil fines and penalties, or claims for damages either under the EU GDPR and relevant member state law in the European Union, other foreign laws, and other relevant state and federal privacy laws in the United States.

Many governments have enacted laws requiring companies to notify individuals of data security incidents or unauthorized transfers involving certain types of personal data Security compromises experienced by Triller’s competitors, by Triller’s users or by Triller may lead to public disclosures, which may lead to widespread negative publicity. For example, in July 2023, the SEC adopted rules requiring registrants to disclose material cybersecurity incidents they experience and to disclose on an annual basis material information regarding their cybersecurity risk management, strategy, and governance. Any security compromise in Triller’s industry, whether actual or perceived, could harm Triller’s reputation, erode user confidence in the effectiveness of Triller’s security measures, negatively impact Triller’s ability to attract new users, cause existing users to elect not to renew their subscriptions or subject Triller to third-party lawsuits, regulatory fines or other action or liability, which could materially and adversely affect Triller’s business and operating results.

There can be no assurance that any limitations of liability provisions in Triller’s contracts for a security breach would be enforceable or adequate or would otherwise protect Triller from any such liabilities or damages with respect to any particular claim. Triller also cannot be sure that Triller’s existing general liability insurance coverage and coverage for errors or omissions will continue to be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims, or that the insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against Triller that exceed available insurance coverage, or the occurrence of changes in Triller’s insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements, could have a material adverse effect on Triller’s business, financial condition and operating results.

For example, Triller’s subsidiary, TrillerTV, is party to a class action over its use of consumer personal identifying information from Facebook. Any such inquiries could subject Triller to substantial fines and costs, require Triller to change Triller’s business practices, divert resources and the attention of management from Triller’s business, or adversely affect Triller’s business.

Triller faces uncertainties associated with international markets.

Triller’s production of live Events overseas subjects Triller to the risks involved in foreign travel, local regulations, including regulations requiring Triller to obtain visas for Triller’s performers, and political instability inherent in varying degrees in those markets. In addition, the licensing of Triller’s television and branded merchandise in international markets exposes Triller to some degree of currency risk. These risks could adversely affect Triller’s operating results and impair Triller’s ability to pursue Triller’s business strategy as it relates to international markets.

As a result of Triller’s operations in international markets, Triller is subject to risks associated with the legislative, judicial, accounting, taxation, regulatory, political and economic risks and conditions specific to such markets.

Triller provides its Technology Platform in certain jurisdictions abroad through brands and businesses that it owns and operates, including Asia, Latin America, Europe and Africa, and Triller expect to continue to expand its international presence. Triller faces, and expect to continue to face, additional risks in the case of its existing and future international operations, including:

Failure to expand internationally and manage the complexity of international operations could harm Triller’s business, financial condition, and results of operations. In addition, Triller may be subject to additional liabilities associated with the content on its Technology Platform due to content regulation which may vary based on its international operations.

Additionally, if Triller fails to adequately prevent fraudulent credit card transactions, it may face litigation, fines, governmental enforcement action, civil liability, diminished public perception of Triller’s security measures, significantly higher credit card-related costs and substantial remediation costs, or refusal by credit card processors to continue to process payments on Triller’s behalf, any of which could materially adversely affect Triller’s business, financial condition and results of operations.

Triller is subject to extensive U.S. and foreign government regulations, and Triller’s failure to comply with these regulations could adversely affect its business.

Triller’s operations are subject to federal, state and local laws, statutes, rules, regulations, policies, and procedures in the United States and around the world, which are subject to change at any time, governing matters such as:

Noncompliance with these laws could subject Triller to whistleblower complaints, investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, reputational harm, adverse media coverage and other collateral consequences. Multiple or repeated failures by Triller to comply with these laws and regulations could result in increased fines or proceedings against Triller. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if Triller do not prevail in any possible civil or criminal litigation, Triller’s business, results of operations and financial condition could be materially harmed. In addition, responding to any such enforcement or similar action will likely result in a materially significant diversion of management’s attention and resources and significant defense costs and other professional fees. Enforcement actions and any imposed sanctions could further harm Triller’s business, results of operations, and financial condition. There can be no assurance that a law or regulation will not be interpreted or enforced in a manner contrary to Triller’s current understanding. In addition, the promulgation of new laws, rules and regulations could restrict or unfavorably impact Triller’s business, which could decrease demand for Triller’s services, reduce revenue, increase costs or subject it to additional liabilities. For example, some legislatures have proposed laws in the past that would impose potential liability on Triller and other promoters and producers of live events for incidents that occur at Triller’s Events, particularly relating to drugs and alcohol or the spread of COVID-19.

In the United States and certain foreign jurisdictions, Triller may have direct and indirect interactions with government agencies and state-affiliated entities in the ordinary course of Triller’s business. In particular, athletic commissions and other applicable regulatory agencies require Triller to obtain licenses for promoters, medical clearances, licenses for athletes, or permits for Events in order for Triller to promote and conduct Triller’s live Events and productions. In the event that Triller fails to comply with the regulations of a particular jurisdiction, including the laws and regulations that apply to dealings with or involving government agencies, state-affiliated entities and their officials (such as anti-corruption laws), whether through Triller’s acts or omissions or those of third parties, Triller may be prohibited from promoting and conducting Triller’s live Events and productions in the relevant jurisdictions or become subject to investigations or enforcement actions. Instances of noncompliance with applicable laws may result in the imposition of fines or other penalties, including the inability to present Triller’s live Events and productions in the relevant jurisdictions, which could lead to a decline in revenue streams or have other adverse effects on Triller’s business, financial condition, and results of operations.

Triller is required to comply with export control and economic and trade sanctions laws imposed by the United States or by other jurisdictions where Triller has operations, maintain personnel or otherwise do business, which may restrict Triller’s transactions in certain markets, and with certain customers, business partners, and other persons and entities. As a result, Triller is not permitted to, directly or indirectly (including through a third-party intermediary), procure goods, services or technology from, or engage in transactions with, individuals and entities that are the target of applicable sanctions. Triller is also required to conduct Triller’s business in compliance with applicable export control requirements, including those that apply to the development and distribution of software, technology and other items. Triller’s products have in the past, and could in the future be, provided inadvertently in violation of such laws. Any violation of export control or sanctions laws could result in fines, other civil and criminal sanctions against Triller or Triller’s employees, prohibitions on the conduct of Triller’s business (e.g., loss of export privileges, debarment from doing business with International Development Banks and similar organizations), and damage to Triller’s reputation, which could have an adverse effect on Triller’s business, financial condition, and results of operations.

Triller is subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject Triller to criminal penalties or significant fines and harm Triller’s business and reputation.

Triller is subject to anti-corruption and anti-bribery and similar laws, such as the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. domestic bribery statute contained in 18 U.S.C. § 201, U.S. Travel Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”), as amended, and other anti-corruption, anti-bribery and anti-money laundering laws in countries in which Triller conducts activities. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly and prohibit companies and their employees and agents from promising, authorizing, making, or offering improper payments or any other thing of value to government officials and others in the private sector. As Triller increases its international sales and business, which may include increased interactions with officials and employees of government agencies or state-owned or -affiliated entities, Triller’s risks under these laws may increase. Noncompliance with these laws could subject Triller to investigations, sanctions, settlements, prosecution, other enforcement actions, disgorgement of profits, significant fines, damages, other civil and criminal penalties or injunctions, adverse media coverage, and other consequences. Any investigations, actions or sanctions could harm Triller’s business, results of operations, and financial condition.

In addition, in the future Triller may use third parties to sell access to its products and services and conduct business on Triller’s behalf outside the United States. Triller or such future third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or -affiliated entities, and Triller can be held liable for the corrupt or other illegal activities of such future third-party intermediaries, as well as Triller’s employees, representatives, contractors, partners, and agents, even if Triller does not explicitly authorize such activities. Triller has implemented an anti-corruption compliance program but cannot assure you that all of its employees and agents, as well as those companies to which Triller outsources certain of its business operations, will not take actions in violation of its policies and applicable law, for which Triller may be ultimately held responsible. Any violation of the FCPA, other applicable anti-corruption laws, or applicable anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on Triller’s reputation, business, results of operations, and prospects.

The Company may be unsuccessful in its strategic acquisitions and investments, and the Company may pursue acquisitions and investments for its strategic value in spite of the risk of lack of profitability.

The Company faces significant uncertainty in connection with acquisitions and investments. To the extent the Company chooses to pursue certain investment or acquisition strategies, the Company may be unable to identify suitable targets for these deals, or to make these deals on favorable terms. If the Company identifies suitable acquisition candidates, investments or strategic partners, its ability to realize a return on the resources expended pursuing such deals, and to successfully implement or enter into them will depend on a variety of factors, including its ability to obtain financing on acceptable terms, requisite government approvals, as well as the factors discussed below. Additionally, the Company may decide to make or enter into acquisitions or investments with the understanding that such acquisitions or investments will not be profitable, but may be of strategic value to Triller. Triller’s current and future acquisitions, investments, including existing investments accounted for under the equity method may also require that the Company makes additional capital investments in the future, which would divert resources from other areas of the Company’s business. The Company cannot provide assurances that the anticipated strategic benefits of these deals will be realized in the long-term or at all.

The Company may fail to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior to acquiring a company, making an investment or entering into a strategic business agreement and, as such, may not obtain sufficient warranties, indemnities, insurance or other protections. This could result in unexpected litigation or regulatory exposure, unfavorable accounting treatment, unexpected increases in taxes, a loss of anticipated tax benefits, or other adverse effects on the Company’s business, operating results or financial condition. Additionally, some warranties and indemnities may give rise to unexpected and significant liabilities. Future acquisitions and strategic business arrangements that The Company may pursue could result in dilutive issuances of equity securities and the incurrence of future debt.

Triller’s international sales and operations, including Triller’s planned business development activities outside of the United States, subject Triller to additional risks and challenges that can adversely affect Triller’s business, results of operations and financial condition.

As part of its growth strategy, Triller expects to continue to expand its international operations, which may include opening additional offices in new jurisdictions and providing its Technology Platform in additional languages and on-boarding new Creators, Brands and users outside the United States. Any new markets or countries into which Triller attempts to sell subscriptions to its Technology Platform or other products may not be receptive to its business development activities. Triller currently has sales personnel and sales and customer and product support operations in the United States, Canada, Bulgaria, the Netherlands, France, the United Kingdom, India and Mexico. Triller believes that its ability to attract new customers to its Technology Platform and to convince existing customers to renew or expand their use of Triller’s Technology Platform is directly correlated to the level of engagement Triller achieves with its customers in their home countries. To the extent that Triller is unable to effectively engage with non-U.S. customers, Triller may be unable to effectively grow in international markets.

Triller’s international operations also subject Triller to a variety of additional risks and challenges, including:

Any of these risks and challenges could adversely affect Triller’s operations, reduce Triller’s revenue or increase Triller’s operating costs, each of which could adversely affect Triller’s ability to expand Triller’s business outside of the United States and thereby Triller’s business more generally, as well as Triller’s results of operations, financial condition and growth prospects.

Global political uncertainty also poses risks of volatility in global markets, which could negatively affect Triller’s operations and financial results. Changes in U.S. policy regarding foreign trade or manufacturing may create negative sentiment about the U.S. among non-U.S. dealers, end customers, employees or prospective employees, all of which could adversely affect Triller’s business, sales, hiring and employee retention.

Compliance with laws and regulations applicable to Triller’s international operations substantially increases Triller’s cost of doing business. Triller may be unable to keep current with changes in government requirements as they change from time to time. Failure to comply with these regulations could have adverse effects on Triller’s business. In many foreign countries it is common for others to engage in business practices that are prohibited by Triller’s internal policies and procedures or U.S. or other regulations applicable to Triller. Although Triller has implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that Triller’s employees, contractors, partners and agents will comply with these laws and policies. Violations of laws or Triller’s policies by Triller’s employees, contractors, partners or agents could result in delays in revenue recognition, financial reporting misstatements, enforcement actions, disgorgement of profits, fines, civil and criminal penalties, damages, injunctions, other collateral consequences and increased costs, including the costs associated with defending against such actions, or the prohibition of the importation or exportation of Triller’s Technology Platform and related services, each of which could adversely affect Triller’s business, results of operations and financial condition.

Existing and future laws and evolving attitudes about data privacy and security may impair Triller’s ability to collect, use, and maintain data points of sufficient type or quantity to develop and train Triller’s artificial intelligence algorithms.

Jurisdictions outside of the United States, the EU, and the UK also are passing more stringent data privacy and security laws, rules and regulations with which Triller may be obligated to comply. For example, Brazil’s General Data Protection Law (Lei Geral de Proteção de Dados Pessoais) (“LGPD”) (Law No. 13,709/2018), China’s Personal Information Protection Law (“PIPL”), and Japan’s Protection of Personal Information (“APPI”), impose strict requirements for processing personal data.

Triller continues to see jurisdictions imposing data localization laws, which require personal data, or certain subcategories of personal data, to be stored in the jurisdiction of origin. Specifically, Russia, China and India have passed or are in the process of passing laws that impose more stringent requirements on data privacy and which have, amongst other things, more stringent data localization requirements. These regulations may inhibit Triller’s ability to expand into those markets or prohibit Triller from continuing to offer services and/or collaborate with partners in those markets without significant additional costs.

In addition to Triller’s legal obligations, Triller’s contractual obligations relating to data privacy and security have become increasingly stringent due to changes in data privacy and security and the expansion of Triller’s service offerings. Certain data privacy and security laws, such as the EU GDPR and the CCPA, require Triller’s customers to impose specific contractual restrictions on their service providers.

Apart from government activity and Triller’s customer contracts, privacy advocacy and other industry groups have established or may establish new self-regulatory standards that may place additional burdens on Triller’s ability to provide Triller’s services globally. Triller’s customers expect Triller to meet voluntary certification and other standards established by third parties, such as TRUSTe, the American Institute for Certified Public Accountants, or the International Standards Organization. If Triller is unable to maintain these certifications or meet these standards, it could adversely affect Triller’s ability to provide Triller’s solutions to certain customers and could harm Triller’s business. Business partners and other third parties with a strong influence on how consumers interact with Triller’s products, such as Apple, Google, Facebook and Mozilla, may create new privacy controls or restrictions on their products and platforms, limiting the effectiveness of Triller’s services.

With laws, rules, regulations and other obligations relating to data privacy and security imposing new and stringent obligations, and with substantial uncertainty over the interpretation and application of these and other obligations, Triller may face challenges in addressing their requirements and making necessary changes to Triller’s policies and practices, and may incur significant costs and expenses in an effort to do so. Additionally, if the third parties Triller work with, such as Triller’s vendors or third-party service providers, violate applicable laws, rules or regulations or Triller’s policies, such violations also may put Triller’s or Triller’s customers’ data at risk and could in turn have an adverse effect on Triller’s business. Any failure or perceived failure by Triller or Triller’s third-party service providers to comply with Triller’s applicable internal and external policies or notices relating to data privacy or security, Triller’s contractual or other obligations to customers or other third parties, or any of Triller’s other legal obligations relating to data privacy or security, may result in governmental investigations or inquiries (which have occurred in the past and may occur in the future), enforcement actions, litigation, disputes or other claims, indemnification requests, restrictions on providing Triller’s services, claims or public statements against Triller by privacy advocacy groups or others, adverse press and widespread negative publicity, reputational damage, significant liability or fines and the loss of the trust of Triller’s customers, any of which could have a material adverse effect on Triller’s business, results of operations and financial condition.

The costs of compliance with, and other burdens imposed by, laws, rules, regulations and other obligations relating to data privacy and security applicable to the businesses of Triller’s customers may adversely affect Triller’s customers’ ability and willingness to use, collect, manage, disclose, handle, store, transmit and otherwise process information from their employees, customers and partners, which could limit the use, effectiveness and adoption of Triller’s Technology Platform and reduce overall demand. Furthermore, the uncertain and shifting regulatory environment and trust climate may cause concerns regarding data privacy and may cause Triller’s customers or Triller’s customers’ customers to resist providing the data necessary to allow Triller’s customers to use Triller’s services effectively. Even the perception of privacy concerns, whether or not valid, may inhibit market adoption, effectiveness or use of Triller’s applications.

Unfavorable outcomes in legal proceedings may adversely affect Triller’s business and operating results.

Triller’s results may be affected by the outcome of pending and future litigation. Unfavorable rulings in Triller’s legal proceedings could result in material liability to Triller or have a negative impact on Triller’s business, results of operations, financial condition, reputation, or relations with Triller’s employees or third parties. The outcome of litigation, including class action lawsuits, is difficult to assess or quantify. Plaintiffs in class action lawsuits may seek recovery of very large or indeterminate amounts and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. This may affect Triller’s ability to remain solvent and pay Triller’s obligations when they come due, including under existing litigation settlement obligations and new adverse judgments. If Triller is unable to resolve any such matters favorably, Triller’s business, operating results, and financial condition may be adversely affected.

In addition, Triller is currently, and from time to time in the future may be, subject to various other claims, investigations, legal and administrative cases and proceedings (whether civil or criminal), or lawsuits by governmental agencies, or claims by Triller’s current or former employees or private parties. If the results of these investigations, proceedings, claims or suits are unfavorable to Triller or if Triller is unable to successfully defend against third-party lawsuits, Triller may be required to pay monetary damages or may be subject to fines, penalties, injunctions, or other censure that could have an adverse effect on Triller’s business, financial condition, and results of operations. Even if Triller adequately addresses the issues raised by an investigation or proceeding or successfully defend a third-party lawsuit or counter claim, Triller may have to devote significant financial and management resources to address these issues, which could have an adverse effect on Triller’s business, results of operations, and financial condition.

The Company may be subject to liability claims if it breaches its contracts.

is the Company subject to numerous obligations in its contracts with its business partners. Despite the procedures, systems and internal controls the Company has implemented to comply with its contracts, it has breached commitments in the past and may breach these commitments in the future, whether through a weakness in these procedures, systems, and internal controls, inability or difficulty complying with commitments, whether due to lack of resources or capabilities or otherwise, negligence, or the willful act of an employee or contractor. The Company’s insurance policies, including errors and omissions insurance, may be inadequate to compensate it for the potentially significant losses that may result from claims arising from breaches of the Company’s contracts, disruptions in Triller’s services, failures or disruptions to Triller’s infrastructure, catastrophic events and disasters or otherwise.

In addition, such insurance may not be available to the Company in the future on economically reasonable terms, or at all. Further, Triller’s insurance may not cover all claims made against the Company and defending a suit, regardless of its merit, could be costly and divert management’s attention. For example, judgment has recently been entered against the Company following litigation regarding payment of fees with Universal Music Publishing Group.

The market and sectors in which the Company participates are competitive and rapidly evolving, and if it does not compete effectively with established companies as well as new market entrants Triller’s business, results of operations, and financial condition could be harmed.

Triller’s business model is a new category of integrating entertainment and social media with technology in a rapidly evolving market that is intensely competitive, fragmented, and subject to rapidly changing technology, shifting customer needs, new market entrants, and frequent introductions of new products and services. Moreover, the Company expects competition to increase in the future from established competitors and new market entrants, including established technology and major media companies who have not previously entered the market. Triller’s other competitors fall into the following categories: live sports events and pay-per-view programming, such as WWE and UFC; web content programming platforms, such as Netflix; and social media companies with social video features, such as Instagram, Facebook, Snapchat and TikTok. With the introduction of new technologies, the evolution of Triller’s business, and new market entrants, the Company expects competition to intensify in the future. Established companies may not only develop their own live events programming platforms and social video sharing technology, but also acquire or establish product integration, distribution, or other cooperative relationships with Triller’s current competitors. For example, while the Company currently partners with entertainment and media companies, they may develop and introduce products that directly or indirectly compete with the Company. New competitors or alliances among competitors may emerge and rapidly acquire significant market share due to factors such as greater brand name recognition, a larger existing user and/or customer base, superior product offerings, a larger or more effective sales organization, and significantly greater financial, technical, marketing, and other resources and experience. In addition, with the recent increase in large merger and acquisition transactions in the entertainment, social media and technology industry, there is a greater likelihood that the Company will compete with other large entertainment and media companies in the future. The Company expects this trend to continue as companies attempt to strengthen or maintain their market positions in an evolving industry. Companies resulting from these possible consolidations may create more compelling product offerings and be able to offer more attractive pricing options, making it more difficult for the Company to compete effectively.

Many of Triller’s existing competitors have, and some of Triller’s potential competitors could have, substantial competitive advantages such as greater brand name recognition and longer operating histories, larger sales and marketing budgets and resources, broader distribution, and established relationships with vendors, partners, and customers, greater customer experience resources, greater resources to make acquisitions, lower labor, and development costs, larger and more mature intellectual property portfolios, and substantially greater financial, technical and other resources. Such competitors with greater financial and operating resources may be able to respond more quickly and effectively than the Company can to new or changing opportunities, technologies, standards, or customer requirements.

In addition, some of Triller’s larger competitors have substantially broader product offerings and leverage their relationships based on other products or incorporate functionality into existing products to gain business in a manner that discourages users from using the Company.

Conditions in Triller’s market could also change rapidly and significantly as a result of technological advancements, partnering by Triller’s competitors or continuing market consolidation, and it is uncertain how Triller’s market will evolve. New start-up companies that innovate and large competitors that are making significant investments in research and development may develop similar or superior products and technologies that compete with the Company. These competitive pressures in Triller’s market or Triller’s failure to compete effectively may result in price reductions, fewer customers, reduced revenue, gross profit, and gross margins, increased net losses, and loss of market share. Any failure to meet and address these factors could harm Triller’s business, results of operations, and financial condition.

Certain metrics and estimates of market opportunity included in this registration statement may prove to be inaccurate.

This registration statement includes certain internal estimates of the market for Triller’s Technology Platform and other opportunities. Market opportunity estimates, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates, forecasts and other forward-looking information in this registration statement relating to the size of Triller’s target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. The addressable market Triller estimates may not materialize for many years, if ever, and even if the markets in which it competes meet the size estimates in this registration statement, Triller’s business could fail to grow at similar rates, if at all. In addition, certain of the metrics, including Total Consumer Accounts, Number of Brands and Number of Creators, included in this registration statement are based on data Triller collects and obtain from third party APIs and Triller is not able to independently verify the data underlying such metrics or determine if the datapoints in such metrics represent users. Triller currently does not have systems or processes in place to accurately measure the amount of potential duplicative accounts on a continuous basis, although Triller has in the recent past undertaken a robust process to purge as many of the duplicate and bot accounts as practical be given Triller’s resources. Although Triller is responsible for the disclosure provided in this registration statement and believe such third-party information is reliable, Triller has not independently verified any such third-party information. As such, the metrics Triller includes in this registration statement may prove to not be accurate.

Triller’s Technology Platform and products are dependent on APIs built and owned by third parties, including social media networks, and if Triller loses access to data provided by such APIs or the terms and conditions on which it obtains such access become less favorable, Triller’s business could suffer.

Triller’s Technology Platform and products depend on the ability to access and integrate with third-party APIs. In particular, Triller has developed its products to integrate with certain social media network APIs and the third-party applications of other parties. Generally, APIs and the data Triller receives from the APIs are written and controlled by the application provider. Any changes or modifications to the APIs or the data provided could negatively impact the functionality of, or require Triller to make changes to, Triller’s platform and products, which would need to occur quickly to avoid interruptions in service for Triller’s customers.

To date, Triller has not relied on negotiated agreements to govern Triller’s relationships with most data providers and, in general, it relies on publicly available APIs. As a result, in many cases, Triller is subject to the standard terms and conditions for application developers of such providers, which govern the distribution, operation and fees of such integrations, and which are subject to change by such providers from time to time. Triller’s business, cash flows or results of operations may be harmed if any third party provider changes, limits or discontinues Triller’s access to its APIs and data, modifies its terms of service or other policies, including fees charged or restrictions on Triller or application developers, changes or limits how Triller can use information and other data collected through the APIs; or experiences disruptions of its technology, services or business generally.

Risk Factors Relating to Our Shares

Our share price has been, and could continue to be volatile.

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 ordinary shares 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:

Because we do not intend to pay cash dividends, our stockholders will benefit from an investment in our common stock only if it appreciates in value.

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 ordinary shares will depend entirely upon any future share price appreciation. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which our stockholders purchased their shares.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline.

The trading market for our ordinary shares 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.

USE OF PROCEEDS

All of the shares of our Common Stock offered by the Selling Securityholder pursuant to this prospectus will be sold by the Selling Securityholder for its own respective account. We will not receive any of the direct proceeds from these sales. However, we expect to receive proceeds under the SEPA from sales of Common Stock that we may elect to make to the Selling Securityholder pursuant to the SEPA, if any, from time to time in our discretion. See the section of this prospectus titled “Plan of Distribution” elsewhere in this prospectus for more information.

We currently expect to use any net proceeds we receive under the SEPA primarily for working capital. We may also use a portion of the net proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present agreements to enter into any acquisitions or investments. As of the date of this prospectus, we cannot specify with certainty all of the particular uses, and the respective amounts we may allocate to those uses, for any net proceeds we receive. Accordingly, we will retain broad discretion over the use of these proceeds and could utilize the proceeds in ways that do not necessarily improve our results of operations or enhance the value of our securities.

DIVIDEND POLICY

We have not declared or paid dividends to stockholders since inception and do not plan to pay cash dividends in the foreseeable future. We currently intend to retain earnings, if any, to finance our growth.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS OF THE COMPANY 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help you understand the results of operations and financial condition of AGBA for the three and nine months ended September 30, 2024 and 2023 and the years ended December 31, 2023 and 2022 (the “Covered Periods”).

Overview

AGBA is a leading one-stop financial supermarket based in Hong Kong servicing over 400,000 individual and corporate customers. AGBA offers the broadest set of financial services and healthcare products 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.

During the Covered Periods,  the Company has operated four major areas of businesses, comprising of:

Distribution Business

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.

Our combined captive distribution channels enable us to directly access one of the largest pools of customers accessible to independent financial services providers in Hong Kong.

Our largest distribution channel is the FA Business, operating under the brand name Focus. With its large salesforce of financial advisors, “Focus” provides a wide range of financial products and independent advisory services to individual and corporate customers, primarily in connection with life insurance products. Our FA Business has been the clear market leader in the insurance brokerage industry in Hong Kong for decades, building up a large and highly productive salesforce. As of September 30, 2024, there were around 562 financial advisors at “Focus”, organized into 10 sales teams. Each team is led by a “tree head”, responsible for managing the financial advisors within their teams.

In addition to the FA Business, we continued to expand our distribution footprint with the establishment and expansion of a number of additional distribution channels, collectively known as our Alternative Distribution Business. These distribution channels are targeted at specific customer segments and/or capturing specific distribution opportunities.

During 2024, we continued to make significant investments into developing and expanding our financial advisors salesforce, broadening and deepening the product range, as well as upgrading the supporting infrastructure. Our infrastructure not only supports the financial consultants in engaging with their customers, it also provides extensive operational support in relation to the processing of transactions, associated payment flows, as well as after-sales services. Building our infrastructure required substantial investments into technological, operational and financial systems, as well as the development of comprehensive operational and support teams (operations support, customer services, payments, etc.). Since many of the financial products offered to our customers are regulated, on top of the various operational requirements, we have built significant internal capabilities in the areas of risk and internal control, as well as legal and compliance to ensure an appropriate level of regulatory compliance and supervision.

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:

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).

For the nine months ended September 30, 2024, the Company made $15.2 million from commission in the Distribution Business. The revenue attributed to the Company during 2024 only captured an insignificant portion of the revenues actually generated by the financial advisors currently associated with Focus.

We will continue to widen our distribution footprint and actively explore further opportunities to develop partnerships and generate customer leads on the ground in Mainland China, as well as refining our abilities to service our customer base. We expect sales volumes to return to the levels previously recorded, prior to the pandemic period, especially with the re-opening of the Mainland border and the ongoing integration of Hong Kong into the Greater Bay area.

Platform Business

The Platform business, through OPH and its subsidiaries, is a one-stop financial supermarket with a breadth of products and services that is unrivaled in Hong Kong sourced from leading global product providers.

The Platform Business was set up to take advantage of the decades-long experience we built up in supporting the largest financial advisors salesforce in Hong Kong. We were already servicing a large pool of customers and in the process, built up a wide library of world class financial products and constructed a state-of-the-art technological and operational infrastructure.

The Platform Business now operates this full-service platform under its “OnePlatform” brand and has opened it up to banks, other financial institutions, family offices, brokers, and individual independent financial advisors that are looking for support in advising and serving their retail clients.

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.

In 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.

Currently, our platform financial services and investment products mainly comprise mutual fund distributions, portfolio management, money lending, insurance and Mandatory Provident Fund (MPF) products, and international real estate referral and brokerage services.

The OnePlatform brand currently covers 80 insurance providers selling 1,183 products, and 53 asset management fund houses with over 1,141 products.

Fintech Business

The Fintech Business has collected an ensemble of valuable fintech assets in its investment portfolio. Fintech Business’ management team has strived to establish the business as a leading name in the fintech investment sector.

Core Fintech investments held under the Fintech Business as of September 30, 2024 include:

Notes:

Healthcare Business

We currently hold a 4% equity stake in HCMPS, one of the leading healthcare management organizations in Hong Kong.

Founded in 1979 and currently operating under the Dr. Jones Fok & Associates Medical Scheme Management Limited (“JFA”) brand, JFA is one of the most reputed healthcare brands in Hong Kong. It has four self-operated medical centres and a network of over 700 healthcare service providers – providing healthcare schemes for more than 500 corporate clients with over 300,000 scheme members. JFA’s clients include blue chip companies from various industry and leading insurers. Apart from Hong Kong, JFA is the largest operator in Macau with around 70 clinics.

JFA operates a city-wide medical network that includes 340 general practitioners (“GP”), 11 laboratories and imaging centers, 273 specialist doctors, 25 physiotherapy centers, 12 Chinese medicine practitioner clinics, all based in Hong Kong, and 69 GP clinics in Macau. Over 380,000 out-patient and in-patient visits are recorded annually through HCMPS’s medical network. JFA 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 believe that the future of healthcare is in “Smart Health” – technology that offers improved patient-care management and leverages data as the new tool for solving complex healthcare challenges with reduced operating costs. We will focus on technology/digitalization and consumerization of healthcare to create an ecosystem empowering customers to proactively manage their health and well-being and to improve their access to healthcare at a lower cost – with connectivity across the care continuum. We believe that JFA has the captive customer base, infrastructure and product/service offerings to optimize customer experience to further grab market share.

We are currently working to transform JFA into the best medical care institution in Asia by 2025, redefining industry standards in the Greater Bay Area and offering market-leading customer care and best-in-class infrastructure empowered by data analytics.

Key Factors Affecting Our Results of Operations and Future Performance

We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations. Our ability to successfully address these challenges is subject to various risks and uncertainties.

Key Components of Results of Operations

Currently, we are operating the below business segments and generating operating revenue streams as follows: