17LIVE Group Limited and its Subsidiaries
Condensed Interim Financial Statements
For the six months and full year ended 31 December 2023

CONTENTS
Page
A. Consolidated statements of comprehensive income

1

B. Statements of financial position

2

C. Statements of changes in equity

3

D. Consolidated statements of cash flows

5

E. Notes to the condensed consolidated financial statements

6

F. Other information required under Appendix 7.2 of the SGX-ST Listing Rules

21

A. Consolidated statements of comprehensive income
The Group
6 Months Ended
12 Months Ended
31 December
31 December
2023
2022
2023
2022
US$'000
US$'000
US$'000
US$'000
127,942
163,296
278,927
363,718(76,052)(102,629)(163,978)(237,569)
51,89060,667
114,949
126,149

Note
Operating revenue
Cost of revenue
Gross profit
Operating expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Operating income
Non-operating income and expenses
Other gains and losses- Revaluation loss on financial liabilities- Others
Finance costs
Total non-operating income and expenses
Loss before income tax
Income tax expense
Loss for the year, attributable to owners of
the Company
Other comprehensive income:Items that may be reclassified to profit or loss
Foreign currency translation
Items that will not be reclassified to profit or loss
Change in credit risk of financial liabilities atfair value through profit or loss
Other comprehensive income for the year,
net of tax
Total comprehensive income for the year,
attributable to owners of the Company
Earnings per share attributable to owners of
the Company (US$)- Basic and diluted

5

7
8

10

1

(28,665)(11,811)(10,671)(51,147)743(27,163)(10,341)(14,174)(51,678)
8,989(52,980)(24,030)(24,189)(101,199)
13,750(64,311)(24,402)(27,312)(116,025)
10,124(118,032)(12,311)(130,343)(56)(130,399)(129,656)(14)(17,846)(112)(17,958)(63)(18,021)(9,032)(11)(245,681)(12,951)(258,632)(110)(258,742)(244,992)(2,923)(55,860)
3,045(52,815)(172)(52,987)(42,863)(8,154)(129,670)(9,043)(247,915)(51,017)

1,921(1,345)711(3,951)

–

(1)

(21)

1

1,921

(1,346)690(3,950)(127,749)(10,389)(247,225)(54,967)(2.24)(0.40)(6.14)(2.26)

B. Statements of financial position
The Group
The Company
31 December 31 December 31 December 31 December
Note
2023
2022
2023
2022
US$'000
US$'000
US$'000
US$'000ASSETS
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Investment in subsidiary
Guarantee deposits
Total non-current assets
Current assets
Short term investment
Prepaid operating expenses
Other current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets
LIABILITIESCurrent liabilities
Trade and other payables
Contract liabilities
Financial liabilities at fair value throughprofit or loss
Redeemable shares
Income tax payable
Lease liabilities
Provisions
Other current liabilities
Total current liabilities
Net current assets/(liabilities)

13
12

6

6

6
6

6
6
6

Non-current liabilities
Deferred tax liabilities
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities
EquityShare capital
Share premium
Other reserves
Accumulated (deficit)/profits
Total equity

15

Total liabilities and equity

2

1,048
5,328
24,425
3,513
–
4,261
38,575796
1,848
26,543
1,538
–
3,696
34,421––––
471,360–
471,360

–
–
–
–
–
–
–

–
2,701
862
19,317
102,688
125,568
164,143

–
3,370
2,326
24,054
39,25969,009103,430––––
67,154
67,154
538,514

157,559
7––
2,725
160,291
160,291

56,7496,034

59,044
7,274

5,102
–

401
–

1,079

211,102

1,079

2,122

–
2,466
2,092
1,412
233
70,06555,503

–
5,256
920
893
107
284,596(215,587)

–
481
–
–
–
6,662
60,492131,038
263–––
133,824
26,467

1
2,593
913
3,507
73,572

856
1,012
164
2,032
286,628

–
–
–
–
6,662

–
–
–
–
133,824

13
557,045(11,756)(454,731)
90,571
164,143

4
25,409(2,010)(206,601)(183,198)
103,430

13
523,1779,080(418)
531,852
538,514–(i)
21,964199
4,304
26,467160,291

C. Statements of changes in equity

Note
2022
At 1 January 2022
Loss for the year
Other comprehensive income:Change in credit risk of financial liabilities at fairvalue through profit or loss
Foreign currency translation
Other comprehensive income for the year, net oftax
Total comprehensive income for the year
Issuance of restricted share units
At 31 December 2022
2023
At 1 January 2023
Loss for the year
Other comprehensive income:Change in credit risk of financial liabilities at fairvalue through profit or loss
Foreign currency translation
Other comprehensive income for the year, net oftax
Total comprehensive income for the year
Issuance of restricted share units
Share-based payments
Issuance of ordinary shares in relation to
Business Combination, net of issuance costs
Conversion of preference shares
Repurchase of restricted share units and shareoptions
Reclassification of change in credit risk on
redemption of preference shares
At 31 December 2023

Sharecapital
US$'000

The Group
Other
Accumulated
reserves
deficit
US$'000
US$'000

Share
premium
US$'000

Total
equityUS$'000

4–

25,409–1,100–(155,584)(51,017)(129,071)(51,017)

–
–

–
–

1
(3,951)––

1(3,951)

–
–
–
4

–
–
–
25,409(3,950)(3,950)840(2,010)–(51,017)–(206,601)(3,950)(54,967)840(183,198)

4–

25,409–(2,010)–(206,601)(247,915)(183,198)(247,915)

–
–

–
–

(21)
711

–
–

(21)
711

–
–
–
1

–
–
–
10,339

690
690
1,609
(10,340)–(247,915)––

690(247,225)
1,609
–

1
7

63,598457,699––––

63,599457,706––(1,920)–(1,920)–13–
557,045215(11,756)(215)(454,731)–
90,571

3

Note
2022
At 1 January 2022
Profit for the year
Other comprehensive income:
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Forfeiture of 1 ordinary share of S$0.0001 par value
Issuance of 6,000,000 ordinary shares (Sponsor IPO
Shares) of S$0.0001 par value
At 31 December 2022
2023
At 1 January 2023
Loss for the year
Other comprehensive income:
Foreign currency translation
Other comprehensive income for the year, net of tax
Total comprehensive income for the year
Issuance of ordinary shares and warrants in relation to
Business Combination
At 31 December 2023

(i)

15

Share
capital
US$'000

The Company
Other
Accumulated
reserves(deficit)/profits
US$'000
US$'000

Share
premium
US$'000

Total
equityUS$'000

–(i)
–

–
–

–(i)
–

(982)
5,286

(982)
5,286

–
–
–
–(i)

–
–
–
–

199
199
199
–

–
–
5,286
–

199
199
5,485
–(i)

–(i)
–(i)

21,964
21,964

–
199

–
4,304

21,964
26,467–(i)–

21,964
–

199
–

4,304
(4,722)

26,467(4,722)

–
–
–

–
–
–

8,881
8,881
8,881

–
–
(4,722)

8,881
8,881
4,159

13
13

501,213523,177

–
9,080

–
(418)

501,226
531,852

Balance is below US$1,000

4D. Consolidated statements of cash flows
Note
Cash flows from operating activities
Loss before income tax
Adjustments for:
Depreciation expense
Amortisation expense
Loss on disposal of property, plant and equipment
Share-based payments
Revaluation loss on financial liabilities
Finance costs
Gain on termination of leases
Accrued fees in relation to the Business Combination
Listing expense
Operating cash flows before changes in working capital
Changes in working capital
Trade and other receivables
Prepaid operating expenses
Other current assets
Trade and other payables
Other current liabilities
Contract liabilities
Provisions
Cash flows from operations
Interest paid
Income tax paid
Net cash flows from/(used in) operating activities
Investing activities
Decrease in financial assets at fair value through profit or loss
Purchase of property, plant and equipment
Purchase of intangible assets
Increase in guarantee deposits
Net cash outflow on disposal of a subsidiary
Net cash flows used in investing activities
Financing activities
Repayments of principal portion of lease liabilities
Repayment of loans and borrowings
Repurchase of restricted share units and share options
Proceeds received in relation to Business Combination, net ofissuance costs
Interest paid
Net cash flows from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Net foreign exchange difference
Cash and cash equivalents at beginning of financial year
Cash and cash equivalents at end of financial year

5

13
16

The Group
FY2023
FY2022
US$'000
US$'000(244,992)(42,863)

2,342
2,277
333
1,609
245,681
110
(4)
7,879
870
16,105

2,591
2,301
995
840
55,860
172
(339)
－
－
19,557

4,181
668
1,464
(9,087)126(1,240)365
12,582－(9,268)3,314

10,1891,088
107(23,709)(94)(2,709)
(881)
3,548
(4)
(14,008)(10,464)－(1,095)
(193)
(565)
(651)
(2,504)

109
(438)
(468)
(51)
－
(848)

(1,698)－(1,920)(2,854)(1,167)－65,625(110)
61,89762,707722
39,259102,688－(164)(4,185)(15,497)(4,335)59,091
39,259

E. Notes to the condensed consolidated financial statements
1.

Corporate information
The Company (formerly Vertex Technology Acquisition Corporation Ltd and referred to as VTAC whendescribing the period prior to the consummation of the Business Combination described below) was
incorporated in the Cayman Islands on 21 July 2021 under the Companies Act as a special purpose acquisition
company formed for the purpose of effecting an initial business combination.
VTAC was listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”) on 20 January 2022 for the
purpose of entering into a business combination within 24 months from the date of listing. On 7 December 2023
(the “Acquisition Date”), VTAC completed the acquisition of 17LIVE Holdings Limited (“17LIVE”) and its
subsidiaries (collectively, the “17LIVE Group”) (the “Business Combination”), pursuant to which VTAC acquired
all of the outstanding share capital of 17LIVE through the exchange of 17LIVE ordinary shares for VTAC new
ordinary shares.
Upon completion of the Business Combination, the Company changed its name from Vertex Technology
Acquisition Corporation Ltd to 17LIVE Group Limited.
These condensed consolidated financial statements as at and for the six months and full year ended 31
December 2023 comprise the Company and its subsidiaries (collectively, the “Group”).
The Group is principally engaged in operating live streaming platform which includes among other things, its
business from live-commerce and Wave App ecommerce.

2.

Basis of preparation
The condensed interim financial statements for the six months ended 31 December 2023 (2H 2023) and the fullyear ended 31 December 2023 (“FY2023”) have been prepared in accordance with IAS 34 Interim Financial
Reporting issued by the International Accounting Standards Board (“IASB”).
The condensed interim financial statements do not include all the information required for a complete set offinancial statements. However, selected explanatory notes are included to explain events and transactions thatare significant to an understanding of the changes in the Group’s financial position and performance of theGroup since the last interim financial statements for the six-month period ended 30 June 2023 presented in the
Company’s circular dated 9 November 2023 in relation to the Business Combination (the “Circular”).
The accounting policies adopted are consistent with those of the previous financial year as presented in the
Circular, which were prepared in accordance with International Financial Reporting Standards (“IFRS”), except
for the adoption of new and amended standards as set out in Note 2.2.
The condensed interim financial statements are presented in United States Dollars (“USD” or “US$”) and allvalues in the tables are rounded to the nearest thousand (“US$’000”) except when otherwise indicated.
2.1

Reverse acquisition

On 7 December 2023, the Company completed its acquisition of 17LIVE and pursuant to the completion, theCompany issued 160,162,651 ordinary shares to the shareholders of 17LIVE as consideration for theacquisition, 660,000 ordinary shares to private investment in public equity (“PIPE”) investors, and 10,548,780
bonus shares to non-redeeming shareholders of VTAC.
The transaction is accounted for as a reverse acquisition and 17LIVE is regarded as the accounting acquirer
and the Company is regarded as the accounting acquiree. As such, the consolidated financial statements havebeen prepared and presented as a continuation of 17LIVE Group’s financial statements.
At Group level
The cost of acquisition is determined using the fair value of the issued equity of the Company before theacquisition, being 21,645,515 ordinary shares at the market price of S$3.88 (equivalent to US$2.89) per shareat the date of acquisition, with the cost of acquisition amounting to S$83,985,000 (equivalent to US$62,642,000).
The excess of fair value of the issued equity of the Company over the fair value of the Company’s identifiable
net assets of US$870,000 was recognised as listing expense in the consolidated statement of comprehensive
income for the financial year ended 31 December 2023.

6

Since such consolidated financial statements represent a continuation of the financial statements of 17LIVE
Group:(a) the assets and liabilities of 17LIVE Group are recognised and measured in the consolidated statement offinancial position of the Group at their pre-acquisition carrying amounts;(b) the assets and liabilities of the Company are recognised and measured in the consolidated statement offinancial position of the Group at their acquisition-date fair values;(c) the accumulated deficit and other equity balances recognised in the consolidated financial statements are
the accumulated deficit and other equity balances of 17LIVE Group immediately before the Business
Combination;(d) the amount recognised as issued equity interests in the consolidated financial statements is determined byadding the costs of acquisition to the issued equity of 17LIVE Group immediately before the Business
Combination. However, the equity structure appearing in the consolidated financial statements (i.e. thenumber and type of equity instruments issued) reflects the equity structure of the legal parent (i.e. theCompany), including the equity instruments issued by the Company to effect the Business Combination;(e) the consolidated statement of comprehensive income for the financial year ended 31 December 2023
reflects the full year results of 17LIVE Group together with the post-acquisition results of the Company; and(f) the comparative figures presented in these consolidated financial statements are those of 17LIVE Group.
At Company level
Reverse acquisition accounting applies only at the consolidated financial statements at the Group level.
Therefore, in the Company’s separate financial statements, the investment in the subsidiary (17LIVE) is
accounted for at cost less accumulated impairment losses, if any, in the Company’s statement of financial
position.

72.2 New and amended standards adopted by the GroupA number of amendments to Standards have become applicable for the current reporting period. The Group did
not have to change its accounting policies or make retrospective adjustments as a result of adopting thosestandards.
2.3 Use of judgements and estimates
The preparation of the Group’s condensed interim financial statements requires management to makejudgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets andliabilities, and the disclosure of contingent liabilities at the end of each reporting period. Uncertainty about theseassumptions and estimates could result in outcomes that require a material adjustment to the carrying amountof the asset or liability affected in the future periods.
Judgements made in applying accounting policies
Management is of the opinion that there is no significant judgement made in applying the accounting policies.
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of thereporting period are discussed below. The Group based its assumptions and estimates on parameters available
when the financial statements were prepared.
Existing circumstances and assumptions about future developments, however, may change due to market
changes or circumstances arising beyond the control of the Group. Such changes are reflected in theassumptions when they occur.
Impairment of goodwill
As disclosed in Note 12.1 to the condensed interim financial statements, the recoverable amounts of the cash
generating units which goodwill has been allocated to are determined based on value in use calculations. The
value in use calculations are based on a discounted cash flow models. The recoverable amount is most sensitive
to the discount rate used for the discounted cash flow model as well as the expected future cash inflows andthe growth rate used for extrapolation purposes. The key assumptions applied in the determination of the value
in use including a sensitivity analysis, are disclosed and further explained in Note 12.1 to the condensed interim
financial statements.
The carrying amount of goodwill as at 31 December 2023 and 2022 was US$23,989,000.
3.

Seasonal operations
The Group’s businesses are not affected significantly by seasonal or cyclical factors during the financial period
under review.

8

4.

Segment information
For management’s purpose, the Group is organised into two operating business segments, namely:(a) Live streaming; and(b) Others, which include the business from live-commerce and Wave App.
Management monitors the operating results of its business units separately for the purpose of making decisions
about resource allocation and performance assessment. Segment performance is evaluated based on operating
profit or loss which in certain respects, as explained in the table below, is measured differently from operating
profit or loss in the consolidated financial statements.
2H 2023
Live
streaming
US$'000
Revenue from external customers

Others
US$'000

Unallocated
US$'000

Total
US$'000

123,229

4,713−

127,942−−(118,032)(118,032)

Income tax (expense)/credit

(903)
(46)
(1,016)

(28)
−
(1)

(1,301)(10)
1,003(2,232)(56)(14)

Segment profit/(loss)

12,269439(142,364)(129,656)

Results:
Revaluation loss on financial
liabilities
Depreciation and amortisation
Finance costs

2H 2022Live
streaming
US$'000
Revenue from external customers

Others
US$'000

Unallocated
US$'000

Total
US$'000

160,229

3,067－

163,296

Results:
Revaluation loss on financial
liabilities
Depreciation and amortisation
Finance costs−−(17,846)(17,846)

(614)
(53)

8
−

(1,542)(10)(2,148)(63)

Income tax (expense)/credit(1,140)

−

1,129

(11)

Segment profit/(loss)

19,139(318)(27,853)(9,032)9

FY2023
Live
streaming
US$'000
Revenue from external customers

Others
US$'000

Unallocated
US$'000

Total
US$'000

270,8128,115−

278,927

Results:
Revaluation loss on financial
liabilities
Depreciation and amortisation
Finance costs
Income tax expense−−(245,681)(245,681)(1,966)
(90)
(174)

(51)
−
(1)

(2,602)(20)(2,748)(4,619)(110)(2,923)

Segment profit/(loss)

32,790593(278,375)(244,992)

Assets:Additions to non-current assets
Segment assets

4,318
44,599

3
5,878

2,388
113,666

6,709
164,143

Segment liabilities

54,9852,183

16,40473,572

FY2022Live
streaming
US$'000

Others
US$'000

Unallocated
US$'000

Total
US$'000

Revenue from external customers

357,694

6,024−

363,718

Results:
Revaluation loss on financial
liabilities
Depreciation and amortisation
Finance costs
Income tax expense−(2,029)(154)(2,014)−(1)−−(55,860)(2,862)(18)(6,140)(55,860)(4,892)(172)(8,154)

Segment profit/(loss)

36,671(872)(78,662)(42,863)

Assets:Additions to non-current assets
Segment assets

1,212
52,671

24
3,934

1,150
46,825

2,386
103,430

Segment liabilities

57,143

1,637

227,848286,62810

Reconciliations
Segment assets are reconciled to total assets as follows:
FY2023
US$'000

FY2022
US$'000

Segment assets for reportable segments
Other segment assets

44,5995,878

52,671
3,934

Total segment assets

50,47756,605

Unallocated:
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Cash and cash equivalents
Trade and other receivables
Prepaid operating expenses
Other current assets
Others106
2,038
24,363
3,294
81,385
716
486
157
1,121

152
858
26,231
1,531
14,706
817
533
1,577
420

Total assets

164,143

103,430

The unallocated intangible assets mainly consist of goodwill, which is not allocated to any reportable segment,in view that the carrying value of goodwill arose from the acquisition of 17LIVE Japan, which is principally
engaged in activities across the Group’s segments.
The unallocated trade and other receivables mainly consist of receivable from the issuance of preference shares
which is not allocated to any segments.
Segment liabilities are reconciled to total liabilities as follows:
FY2023
US$'000

FY2022
US$'000

Segment liabilities for reportable segments
Other segment liabilities

54,9852,183

57,143
1,637

Total segment liabilities

57,16858,780

Unallocated:
Trade and other payables
Income tax payable
Financial liabilities at fair value through profit or loss
Provisions
Other current liabilities
Deferred tax liabilities
Lease liabilities

10,416
2,211
1,079
1,244
39
－
1,415

9,166
5,624
211,102
341
164
593
858

Total liabilities

73,572286,62811

Geographical information
Japan
US$'000
Revenue
Gross profit

86,361
43,850
Japan
US$'000

Revenue
Gross profit

9,391
2,238

2H 2022
TaiwanOthers
US$'000
US$'000
41,941
9,377

9,626
676

FY2023
TaiwanOthers
US$'000
US$'000

190,21396,011
2,507
Japan
US$'000

Revenue
Gross profit
Non-current assets

32,1905,802

111,729
50,614Japan
US$'000

Revenue
Gross profit
Non-current assets

2H 2023
TaiwanOthers
US$'000
US$'000

70,406
14,281
4,052

18,308
4,657
24,242

FY2022
TaiwanOthers
US$'000
US$'000

251,927
104,889
1,259

86,83017,264590

24,961
3,996
27,338

Total
US$'000
127,942
51,890
Total
US$'000
163,296
60,667
Total
US$'000
278,927
114,949
30,801
Total
US$'000
363,718
126,149
29,187

Non-current assets information presented above consist of property, plant and equipment, right-of-use assets
and intangible assets as presented in the statements of financial position.
5.

Revenue information
2H 2023
US$'000
Revenue from contracts with customers
Liver live streaming
V-Liver live streaming
OthersTiming of revenue recognition
At a point in time
Over time

The Group
2H 2022
FY2023
US$'000
US$'000

119,790
3,439
4,713
127,942

158,976
1,253
3,067
163,296

265,829
4,983
8,115
278,927

354,587
3,107
6,024
363,718

121,882
6,060
127,942

154,150
9,146
163,296

265,419
13,508278,927

342,482
21,236
363,718

Other revenue primarily comprises revenue from live-commerce and Wave App.

12

FY2022
US$'000

A breakdown of sales:
The Group
FY2022
US$'000

FY2023
US$'000
First Half
Revenue reported for the first halfyear
Loss after tax reported for the firsthalf-year
Second Half
Revenue reported for the second
half-year
Loss after tax reported for thesecond half-year% Change

150,985

200,422(24.7)(118,245)(41,974)n.m

127,942

163,296(21.7)(129,670)(9,043)n.m

Factors leading to any material changes in contributions to revenue and earnings by the business orgeographical segments:
Not applicable.
6.

Financial assets and financial liabilities
Set out below is an overview of the financial assets and financial liabilities of the Group as at 31 December
2023 and 31 December 2022:
The Group
31
December
2023
US$'000
Financial assets
Financial assets measured atamortised cost
Short term investment

The Company
31
31
December
December
2023
2022
US$'000
US$'000

31
December2022
US$'000－－–

157,559

Trade and other receivables

19,28924,027––

Cash and cash equivalents

102,688

39,25967,154

2,725

Guarantee deposits

4,261

3,696

–

–

Financial liabilities
Financial liabilities
measured at amortised cost
Trade and other payables

54,12650,801

5,102

401

–

–

–

131,038

1,079

587

1,079

2,122

–

210,515––

Redeemable shares
Financial liabilities measured
at fair value through profit or
loss
Warrants
Preference shares

13

6.1 Fair value measurement
The Group categorises fair value measurements using a fair value hierarchy that is dependent on the valuation
inputs used as follows:--

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity canaccess at the measurement date. A market is regarded as active where a market in which transactions
for the asset or liability take place with sufficient frequency and volume to provide pricing information on
an ongoing basis.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.

The following table shows an analysis of each class of assets and liabilities measured at fair value at thereporting date:

31 December 2023
Financial liabilities measured at fairvalue through profit or loss
Warrants
31 December 2022
Financial liabilities measured at fairvalue through profit or loss
Warrants
Preference shares

7.

Level 1
US$'000

Level 2
US$'000

Level 3
US$'000

Total
US$'000

533

−

546

−
−
−

−
−
−

587

587

210,515

210,515

211,102

211,102

1,079

Loss before income tax

7.1 Significant items
The Group
2H 2023

2H 2022

FY2023

FY2022

US$'000

US$'000

US$'000

US$'000

IncomeInterest income

Expenses
Depreciation expense
Amortisation expense
Foreign exchange loss/(gain),net(Gain)/loss on disposal of property, plantand equipment

14

85

29

136

39

1,289
943

943
1,205

2,342
2,277

2,591
2,301

190

189

828

(2,827)

(7)

867

333

995

7.2 Related party transactions
Key management compensation
The Group

Salaries and otherbenefits
Share-based payment

8.

short-term

2H 2023

2H 2022

FY2023

FY2022

US$'000

US$'000

US$'000

US$'000

employee

402

478

800

1,036

685

144

837

304

1,087

622

1,637

1,340

Income tax expense
The Group calculates the period income tax expense using the tax rate that would be applicable to the expected
total annual earnings. The major components of income tax expense in the condensed consolidated statementof comprehensive income are:
The Group

Current income tax expense
Deferred income tax expense relating to origination
and reversal of temporary differences9.

2H 2023

2H 2022

FY2023

FY2022

US$'000

US$'000

US$'000

US$'000

1,462

125

5,823

8,283

(1,448)(114)(2,900)

(129)

14

11

2,923

8,154

Dividends
Not applicable as no dividend was declared for FY2023 and FY2022.

15

10. Earnings per ordinary share
Basic earnings per share is calculated by dividing the loss attributable to owners of the Company by the weighted
average number of ordinary shares outstanding during the financial period.
The Group
2H 2023

2H 2022

FY2023

FY2022

Loss attributable to owners of the Company(US$'000)(129,670)(9,043)(247,915)(51,017)Weighted average number of ordinary shares
outstanding for basic earnings per sharecomputation ('000)

57,891

22,54740,36422,547

Basic earnings per share computation (US$ pershare)(2.24)(0.40)(6.14)(2.26)

In connection with the Business Combination, the weighted average number of ordinary shares for the periods
ended 31 December 2023 is calculated as follows:a) The number of ordinary shares of 17LIVE outstanding from the beginning of the year to the acquisition date,adjusted by the exchange ratio established in the Share Purchase Agreement; andb) The number of ordinary shares of the Company outstanding from the acquisition date to 31 December 2023.
The weighted average number of ordinary shares for the periods ended 31 December 2022 is calculated basedon the number of ordinary shares of 17LIVE outstanding during the year, adjusted by the exchange ratio
established in the Share Purchase Agreement.
Diluted earnings per share are similar to basic earnings per share as there were no potential dilutive ordinary
shares existing during the respective financial periods.
11. Net Asset ValueThe Group

Net asset value per ordinary share

31
December
2023
US$'000

31
December2022
US$'000

0.51(8.13)

16

The Company
31
31
December
December
2023
2022
US$'000
US$'000
3.00

4.41

12. Intangible assets
The Group
Exclusive
right tooperate 17
app inJapan
US$'000

Trademarks

Technology

Goodwill

User baseDomainTotal

US$'000

US$'000

US$'000

US$'000

US$'000

US$'000

Cost
At 1 January 2022
AdditionsExchange differences
At 31 December 2022 and 1 January 2023
AdditionsExchange differences
At 31 December 2023

11,900––11,900––11,900

554
–
(4)
550
–
(1)
549

7,412
–
–
7,412
193
(2)
7,603

101,193––
101,193––
101,193

7,558
117
(19)
7,656
–
(17)
7,639

192
351
(57)
486
–
(55)
431

128,809468(80)
129,197
193(75)
129,315

Accumulated amortisation and impairment
At 1 January 2022
Amortisation
Exchange differences
At 31 December 2022 and 1 January 2023
Amortisation
Exchange differences
At 31 December 2023

7,753
2,164
–
9,917
1,983
–
11,900

537
2
8
547
1
(1)
547

7,412
–
–
7,412
13
–
7,425

77,204––
77,204––
77,204

7,443
29
(3)
7,469
39
2
7,510

35
106
(36)
105
241
(42)
304

100,3842,301(31)
102,6542,277(41)
104,890

Net carrying amountAt 31 December 2022
At 31 December 2023

1,983
–

3
2

–
178

23,98923,989

187
129

381
127

26,54324,42517

12.1 Goodwill impairment
The carrying amount of goodwill relates to the cash-generating unit (“CGU”) of 17LIVE Japan Inc. (“17LIVE
Japan”), which had been acquired through a business combination.
The recoverable amount of the 17LIVE Japan CGU has been determined based on value-in-use calculations
using cash flow projections from financial budgets approved by management covering a five-year period.
The key assumptions used for value-in-use calculations are as follows:

Gross margin
Terminal growth rate
Pre-tax discount rate

FY202349.50%
1.10%
25.00%FY202250.00%
0.80%
25.00%

Management determined budgeted gross margin based on past performance and its expectations of market
development. The weighted average growth rates used are consistent with the forecasts included in industry
reports. The discount rate used is pre-tax and reflect specific risks relating to the CGU.
No impairment of goodwill was recorded in 2022 and 2023.
Sensitivity to changes in assumptions
With regards to the assessment of value-in-use for 17LIVE Japan, management believes that no reasonably
possible changes in any of the above key assumptions would cause the carrying value of the CGU to materiallyexceed its recoverable amount.
13. Property, plant and equipment
During the year ended 31 December 2023, the Group acquired assets amounting to US$1,095,000 (2022:
US$438,000) and disposed of assets with a net book value of US$333,000 (2022: US$995,000).
14. Borrowings
There are no borrowings as at 31 December 2023 and 31 December 2022.

18

15. Share capital
15.1 Movements in Share Capital
The Company
31
31
31
31
December
December
December
December
2023
2022
2023
2022
Number of ordinary shares
Amount（US$''000）
Beginning of financial year
Surrender of 1 ordinary share at
S$0.0001 par value
Issuance of shares (Sponsor IPO
Shares) at S$0.0001 par value
Issuance of ordinary shares inrelation to the Business
Combination
End of financial year

6,000,000

1

－(i)

－(i)

−

(1)

－

－(i)

−

6,000,000－－(i)

171,371,431

−

13

－

177,371,431

6,000,000

13

－(i)

(ii) Balance is below US$1,000

The par value of the ordinary shares is Singapore Dollars (“S$”) 0.0001 per share.
On 20 January 2022, Vertex Co-Investment Fund Pte. Ltd. (“Vertex SPV”) surrendered and forfeited its one
ordinary share of S$0.0001 par value for no consideration. Subsequently upon the Company’s listing on the
SGX-ST on 20 January 2022, 41,606,000 units of S$5.00 per unit were allotted and issued as fully paid toshareholders of which each unit comprised one ordinary share and 0.3 of one warrant per share. 6,000,000
ordinary shares which constitute the Sponsor IPO Investment Units (Sponsor IPO Shares) are classified as
equity on the statement of financial position. 35,606,000 ordinary shares (Redeemable shares) whichconstitute the Offering Units and Cornerstone Units were classified as a liability on the statement of financial
position.
In 2022, the Company issued 12,481,799 warrants to the holders of its shares which constitute the Offering
Units, the Cornerstone Units and the Sponsor IPO Investment Units (“Public Warrants”) and 16,000,000
warrants to Vertex SPV (“Private Placement Warrants”) pursuant to a private placement warrants purchaseagreement dated 6 January 2022.
On 7 December 2023, the Company completed its acquisition of 17LIVE and pursuant to the completion, theCompany issued 160,162,651 ordinary shares to the shareholders of 17LIVE as consideration for theacquisition, 660,000 ordinary shares to private investment in public equity (“PIPE”) investors, and 10,548,780
bonus shares to non-redeeming shareholders of VTAC. The Company also issued 3,117,960 Public Warrants
to the non-redeeming shareholders of VTAC.
Each Public Warrant and Private Placement Warrant issued in connection with the Offering Units, Cornerstone
Units and Sponsor IPO Investment Units, entitles the holder to purchase one ordinary share at a price of
S$5.75 per ordinary share, subject to certain terms and conditions. Each Public Warrant and Private
Placement Warrant will become exercisable on the later of 30 days after the completion of the Company’s
initial business combination or 12 months from the close of the Company’s initial public offering and will expire
on the fifth anniversary of the completion of the Company’s initial business combination, or earlier upon
redemption of the Public Warrants and Private Placement Warrants or liquidation of the Company.
No warrants issued by the Company were exercised in 2022 and 2023.

19

15.2 Treasury shares and subsidiary holdings
The Company does not have any treasury shares as at 31 December 2023 and 31 December 2022.
There were no subsidiary holdings as at 31 December 2023 and 31 December 2022.
There were no sales, transfers, disposal, cancellation and/or use of treasury shares as at 31 December 2023.
16. Disposal of subsidiary
The Company disposed of Next Entertainment (Hong Kong) Limited, a wholly owned subsidiary, on 5
December 2023 at its carrying value. The disposal consideration of US$1 was fully settled in cash.
The value of assets and liabilities of Next Entertainment (Hong Kong) Limited recorded in the consolidated
financial statements as at 5 December 2023, and the cash flow effect of the disposal was:
US$'000
Prepaid operating expenses
Trade and other receivables
Cash and cash equivalents

1
574
651

Trade and other payables

1,226(1,226)

Carrying value of net assets−

Total consideration
Cash and cash equivalents of the subsidiary

0
(651)

Net cash outflow on disposal of a subsidiary(651)

17. Subsequent events
There are no known subsequent events which have led to adjustments to this set of interim financial
statements.

20

F. Other information required by Appendix 7.2 of the SGX-ST Listing Rules
1.

Review
The condensed consolidated statement of financial position of the Group and the Company as at 31 December
2023 and the related condensed consolidated statement of comprehensive income, condensed consolidated
statement of changes in equity and condensed consolidated statement of cash flows for the six-month period
and full year then ended and certain explanatory notes have not been audited or reviewed.

2.

Review of performance of the Group
GROUP EARNINGS
Financial Year 2023
The Group posted revenue of US$278.9 million for the financial year ended 31 December 2023, a decreaseof 23.3% year-on-year, as the Group shifted its focus to higher margin revenues and returns on investment.
Intense competition in the live streaming business also resulted in some competitors offering higher rates of
streaming fees to streamers which led the Group to swiftly respond through the introduction of technologicalcapabilities on its live streaming platform.
The Group recorded a 36% increase in operating income of US$13.7 million in FY2023, as compared to an
operating income of US$10.1 million in FY2022. The increase was due to effective cost management andeconomies of scale as well as the Group’s heightened focus on returns on investment notwithstanding lower
FY2023 revenue.
Including expenses related to the Business Combination amounting to US$11.6 million as well as its final noncash revaluation loss on financial liabilities amounting to US$245.7 million, the Group recorded non-operating
expenses of US$258.7 million compared to US$53.0 million a year ago.
Consequently, the Group reported a loss attributable to owners of the Company for FY2023 of US$247.2
million.
Basic earnings per share was US$(6.14) for the current financial year.
GROUP FINANCIAL POSITION
As at 31 December 2023, equity attributable to owners of the Company was US$90.6 million, an increase of
US$273.8 million from 31 December 2022, mainly because of increase in share capital and share premium asa result of the conversion of preference shares.
Total assets stood at US$164.1 million as of 31 December 2023, an increase of US$60.7 million from 31
December 2022. The Group’s cash balance as of 31 December 2023 was US$102.7 million.
With no borrowings as at 31 December 2023, the Group’s cash and equivalents were at US$102.7 million
reflecting the Group’s healthy balance sheet and improved liquidity to navigate the rapidly evolving landscapeof live streaming and pursue growth both organically and inorganically.

3.

Any variance between forecast or prospect statement previously disclosed and the actual results
No forecast or prospect statement has been previously disclosed.

21

4.

Group outlook
BUSINESS UPDATESThe Group experienced strong headwinds in the financial year ended 31 December 2023 amid increased
competition and market players offered incentives to key streamers to attract livestreaming talents.
Nevertheless, the Group took proactive measures utilising its proprietary technology to augment its competitive
advantage, protecting its market share in the live streaming industry.
A new function into the live streaming APP for V-Livers was added in May 2023 enabling V-Livers to express
their emotions virtually. Reflecting the success of this new function, revenue of V-Livers increased 93.4% in
May 2023 from the earlier month.
Further, the Group acquired 96 V-Liver IPs from the V-Liver agency to expand its V-Liver business in
September 2023. At the same time, the Group established a V-Liver agency division, named NexuStella, tomanage V-Liver business and IPs appropriately.
On top of V-Liver activation measures, the Group organised several offline events in Tokyo, Taipei andSingapore to revitalise its Real Liver business which the Group could not deliver to APP viewers and Livers
during COVID-19. As part of its outreach programme, the Group also televised a commercial in December
2023 to expound its APP capabilities and further expand 17LIVE’s base of users.
OUTLOOK
Fuelled by high mobile and internet penetration, live streaming is set to be the new entertainment of choice inAsia Pacific, estimated at US$22.57 billion in 20221. The live streaming industry has continued to grow, despite
uncertainties in the macroeconomic environment.
As a leader in live streaming, 17LIVE APP platform has been constantly evolving, with plans underway toenter strategic partnerships and collaborations to improve user experience through for example, seamless
transfer of funds between users, content creators, and banks. The rise of V-Liver content has also provided
an excellent opportunity to propel the live streaming industry forward, creating unique and valuable
experiences for users, content creators, and ecommerce partners. Retail sectors are speedily beingtransformed by live streaming, live commerce and ecommerce2 and in Singapore, live commerce demandhas grown significantly, but challenges lie in securing the right talent to front such live streams3, highlighting
opportunities that can be tapped by 17LIVE.
Upholding its mission to make users’ dreams a reality, both for livers and viewers, 17LIVE established focus
areas namely “Dream”, “Path”, “New Users”, “Community”, “Support”, “Live Commerce” and “Gaming” toaccelerate growth for the Group. Paving the way to ensure its live streamers live their dreams, the 17LIVE
APP ecosystem is supported by a robust community of users and new users. Live Commerce and Gaming
are new fields for livers where livers can introduce commercial goods to viewers, and/or play games with users
which will further promote traction and strong engagement within the 17LIVE Community.
The market of V-Liver live streaming continues to grow in 2024 as the popularity of virtual characters continues
to increase even as a shift from TV to web media progresses. Further investments have been earmarked for
the V-Liver platform and plans are underway to add new functions and organise attractive events with viewers,
to enable continued growth in the livers' community. The Group is exploring opportunities to acquire liveragencies and live streaming platforms for both real livers and V-Livers to further create enduring value for its
stakeholders.

1 https://ibsintelligence.com/ibsi-news/bigo-checkout-com-visa-team-up-to-transform-the-content-creator-economy/
2 https://www.ft.com/content/4a2a0d57-e7a4-4383-80ec-5021b635477b
3 https://www.channelnewsasia.com/singapore/live-streaming-ecommerce-shopping-boom-lack-talent-digital-social-platforms-3953611

22

5.

Dividend information
Not applicable. No dividend has been declared for the current financial period reported on as the Company
needs to conserve cash for business growth and expansion.

6.

Breakdown of total annual dividend (in dollar value) for the issuer’s latest full year and its previous
full year
Not applicable as no dividend was declared for FY2023 and FY2022.

7.

Interested person transactions
The Group has not obtained a general mandate from shareholders of the Company for Interested Person
Transactions.
There is also no Interested Person Transaction for the period under review.

8.

Confirmation pursuant to Rule 720(1) of the SGX-ST Listing Manual
The Company confirms that it has procured undertakings from all its Directors and Executive Officers in theformat set out in Appendix 7.7 under Rule 720(1) of the SGX-ST Listing Manual.

9.

Disclosure of persons occupying managerial positions
Pursuant to Rule 704(13) of the SGX-ST Listing Manual, we confirm that as at 31 December 2023, none ofthe persons occupying managerial positions in the Company or any of its principal subsidiaries is a relative ofa Director or Chief Executive Officer or Substantial Shareholder of the Company.

10. Update on use of proceeds
Pursuant to the completion of the business combination, the Company paid S$130,341,000 (equivalent to
US$97,434,000) to the shareholders who elected to redeem their shares in the Company. In addition, theCompany paid an aggregate of approximately S$5,229,000 (equivalent to US$3,895,000) to its advisors in
relation to fees incurred by the Company arising from the business combination.
As of 31 December 2023, the Company has not utilised the remaining proceeds raised by the Company fromits initial public offering and PIPE financing pursuant to the business combination (including any interests andincome derived from such proceeds in the Company’s escrow account).
The Company intends to utilise the remaining proceeds of approximately S$88,533,000 (equivalent to
US$67,154,000) for general working capital expenses and for such other uses as disclosed in theshareholders’ circular of VTAC dated 9 November 2023.

BY ORDER OF THE BOARD

Phua Jiexian, Joseph
Executive Chairman and Chief Executive Officer
28 February 202423