17LIVE Group Limited and its Subsidiaries
Condensed Interim Financial Statements
for the half year ended 30 June 2024

CONTENTS
Page
A. Condensed interim consolidated statement of comprehensive income

1

B. Condensed interim statement of financial position

2

C. Condensed interim statement of changes in equity

3

D. Condensed interim consolidated statement of cash flows

5

E. Notes to the condensed interim financial statements

6

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

20

A. Condensed interim consolidated statement of comprehensive income

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 gain/(loss) on financial liabilities- Others
Finance costs
Total non-operating income and expenses
Profit/(loss) before income tax
Income tax expense
Profit/(loss) for the period, attributable to ownersof 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 at fairvalue through profit or loss
Other comprehensive income for the period, netof taxTotal comprehensive income for the period,
attributable to owners of the Company
Earnings per share attributable to owners of theCompany (US$)- Basic- Diluted

5

7
8

10
10

1

Group
30 June30 June2024
2023
US$’000
US$’000
101,161
150,985(59,446)(87,926)
41,71563,059(21,907)(10,169)(8,293)(40,369)
1,346(24,315)(12,220)(13,518)(50,053)
13,006

704
1,301
2,005
(49)
1,956
3,302
(1,354)(127,649)(638)(128,287)(54)(128,341)(115,335)(2,910)1,948(118,245)(3,180)(1,210)–(21)(3,180)(1,231)(1,232)(119,476)

0.01
0.01

(5.24)(5.24)

B. Condensed interim statement of financial positionGroup
30 June 31 December
2024
2023
US$’000
US$’000Note
ASSETS
Non-current assets
Property, plant and equipment
Right-of-use assets
Intangible assets
Deferred tax assets
Investment in subsidiary
Security deposits
Total non-current assets
Current assets
Financial assets at fair value throughprofit or loss
Prepaid operating expenses
Other current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets

1,027
4,088
24,336
2,807
–
3,676
35,934

1,048
5,328
24,425
3,513
–
4,261
38,575––––458,078–
458,078––––
471,360–
471,360

334
2,132
802
13,78485,562
102,614138,548

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

334
87
–
132
59,403
59,956
518,034––––
67,154
67,154
538,514

6

34,725
6,183

56,749
6,034

270
–

5,102
–

6

349
1,369
1,659
1,310
96
45,691
56,923

1,079
2,466
2,092
1,412
233
70,06555,503

349
–
–
–
–
619
59,337

1,079
481
–
–
–
6,662
60,492

Non-current liabilities
Deferred tax liabilities
Lease liabilities
Provisions
Total non-current liabilities
Total liabilities

–
2,026
824
2,850
48,541

1
2,593
913
3,507
73,572

–
–
–
–
619

–
–
–
–
6,662

Net assets

90,007

90,571

517,415

531,85213
557,263(14,486)(452,783)
90,007
138,548

13
557,045(11,756)(454,731)
90,571
164,14313
523,395(5,913)(80)
517,415
518,034

13
523,1779,080(418)
531,852
538,514LIABILITIESCurrent liabilities
Trade and other payables
Contract liabilities
Financial liabilities at fair value throughprofit or loss
Income tax payable
Lease liabilities
Provisions
Other current liabilities
Total current liabilities
Net current assets

EquityShare capital
Share premium
Other reserves
Accumulated deficit
Total equity
Total liabilities and equity

13

Company
30 June 31 December
2024
2023
US$’000
US$’000

12

6

6

6
6

15

2

C. Condensed interim statement of changes in equity
Note
Group
2024
At 1 January 2024
Profit for the period
Other comprehensive income:
Foreign currency translation
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
Issuance of restricted share units
Issuance of ordinary shares pursuant to the Executive
Incentive Scheme
At 30 June 2024
2023
At 1 January 2023
Loss for the period
Other comprehensive income:Change in credit risk of financial liabilities at fair value
through profit or loss
Foreign currency translation
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
Issuance of restricted share units
At 30 June 2023

(i)

Share
capital
US$’000

Share
premium
US$’000

Other
reserves
US$’000

Accumulated
deficit
US$’000

Total
equityUS$’000

13–

557,045–(11,756)–(454,731)
1,948

90,571
1,948

–
–
–
–

–
–
–
–

(3,180)(3,180)(3,180)
450

–
–
1,948
–

(3,180)(3,180)(1,232)
450

–(i)
13

218
557,263–(14,486)–(452,783)

218
90,007

4–

25,409–(2,010)–(206,601)(118,245)(183,198)(118,245)

–
–
–
–
–
4

–
–
–
–
–
25,409(21)(1,210)(1,231)(1,231)352(2,889)–––(118,245)–(324,846)(21)(1,210)(1,231)(119,476)
352(302,322)

Balance is below US$1,000

3C. Condensed interim statement of changes in equity (continued)
Note
Company2024
At 1 January 2024
Profit for the period
Other comprehensive income:
Foreign currency translation
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
Issuance of ordinary shares pursuant to the Executive
Incentive Scheme
At 30 June 2024
2023
At 1 January 2023
Profit for the period
Other comprehensive income:
Foreign currency translation
Other comprehensive income for the period, net of tax
Total comprehensive income for the period
At 30 June 2023

(i)

15

Share
capital
US$’000

Share
premium
US$’000

Other
reserves
US$’000

Accumulated(deficit)/profits
US$’000

Total
equityUS$’000

13–

523,177
–

9,080
–

(418)
338

531,852
338

–
–
–

–
–
–

(14,993)(14,993)(14,993)––338(14,993)(14,993)(14,655)

–(i)
13

218
523,395–(5,913)

–
(80)

218
517,415–(i)–

21,964
–

199
–

4,304
2,738

26,467
2,738

–
–
–

–
–
–
21,964

(316)
(316)
(316)
(117)

–
–
2,738
7,042

(316)
(316)
2,422
28,889–(i)Balance is below US$1,000

4D. Condensed interim consolidated statement of cash flows
Group
Note
Operating activities
Profit/(loss) before income tax
Adjustments for:
Depreciation expense
Amortisation expense
Loss on disposal of property, plant and equipment
Share-based payments
Revaluation (gain)/loss on financial liabilities
Interest income
Finance costs
Gain on termination of leases
Accrued fees in relation to the Business Combination
Other
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 (used in)/from operations
Interest received
Income tax paid
Net cash flows (used in)/from operating activities
Investing activities
Increase in financial assets at fair value through profit or loss
Purchase of property, plant and equipment
Purchase of intangible assets
Decrease in security deposits
Net cash flows used in investing activities
Financing activities
Repayments of principal portion of lease liabilities
Interest paid
Net cash flows used in financing activities
Net (decrease)/ increase in cash and cash equivalents
Net foreign exchange difference
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

5

13
12

30 June2024
US$’000

30 June2023
US$’000

3,302(115,335)

1,579
54
96
668
(704)
(917)
49
(4)
–
(2)
4,121

1,053
1,334
340
352
127,649
(51)
54
(4)
1,535
–
16,927

5,557
569
60
(22,024)
(137)
149
(102)
(11,807)845(1,909)(12,871)

3,502
788
1,574
(13,319)
301
(414)
(38)
9,321
51
(5,384)
3,988

(332)
(499)
(10)
633
(208)

–
(964)
–
205
(759)

(1,102)(42)(1,144)(14,223)(2,903)
102,688
85,562

(740)
(51)
(791)
2,438
(1,832)
39,25939,865

E. Notes to the condensed interim 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 Inc. (“17LIVE”) and its subsidiaries(collectively, the “17LIVE Group”) (the “Business Combination”), pursuant to which VTAC acquired all of theoutstanding 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 interim consolidated financial statements as at and for the six months ended 30 June 2024
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 30 June 2024 (“1H 2024”) have been
prepared in accordance with IAS 34 Interim Financial Reporting issued by the International AccountingStandards 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 annual financial statements for the year ended 31 December 2023.
The accounting policies adopted are consistent with those of the previous financial year which were preparedin accordance with International Financial Reporting Standards (“IFRS”), except for the adoption of new andamended 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 9,589,800
ordinary shares and 958,980 bonus shares to non-redeeming shareholders of VTAC.
The transaction was accounted for as a reverse acquisition and 17LIVE was regarded as the accounting acquirer
and the Company was regarded as the accounting acquiree. As such, the consolidated financial statements
have been prepared and presented as a continuation of 17LIVE Group’s financial statements.
At Group level
The cost of acquisition was 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 were recognised and measured in the consolidated statement offinancial position of the Group as at 31 December 2023 at their pre-acquisition carrying amounts;(b) the assets and liabilities of the Company were recognised and measured in the consolidated statement offinancial position of the Group as at 31 December 2023 at their acquisition-date fair values;(c) the accumulated deficit and other equity balances recognised in the consolidated financial statements forthe financial year ended 31 December 2023 were 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 for the financial
year ended 31 December 2023 was determined by adding 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. the number and type of equity instruments issued) reflected theequity structure of the legal parent (i.e. the Company), including the equity instruments issued by theCompany to effect the Business Combination;(e) the interim consolidated statement of comprehensive income for the half year ended 30 June 2024 reflects
the half year results of 17LIVE Group and the Company; and(f) the comparative figures presented in these interim 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 were the same as those that applied to the Group’s financial statements as at and for the year
ended 31 December 2023.
Assumptions and estimation are reviewed on an ongoing basis. Revisions to accounting estimates arerecognised in the period in which the estimates are revised and in any future periods affected.
Information about assumptions and estimation uncertainties that have a significant risk of resulting in amaterial adjustment to the carrying amounts of assets and liabilities within the next interim period are includedin the following notes:
Note 12.1 – Goodwill impairment
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 interim consolidated financial statements.
30 June 2024
Live
streaming
US$’000

Others
US$’000

Unallocated
US$’000

Total
US$’000

Revenue from external customers

97,232

3,929−

101,161

Results:
Revaluation gain on financial liabilities
Depreciation and amortisation
Finance costs
Income tax credit/(expense)
Segment profit/(loss)

−
(930)
(36)
1,078
10,776

−
(64)
−
26
1,348

704
(639)
(13)
(2,458)(8,822)704(1,633)(49)(1,354)
3,302

Assets:Additions to non-current assets
Segment assets
Segment liabilities

657
28,81441,701

2
5,873
1,307

401
103,861
5,533

1,060
138,548
48,54130 June 2023
Live
streaming
US$’000

Others
US$’000

Unallocated
US$’000

Total
US$’000

Revenue from external customers

147,583

3,402−

150,985

Results:
Revaluation loss on financial liabilities
Depreciation and amortisation
Finance costs
Income tax credit/(expense)
Segment profit/(loss)−(1,063)(43)841
20,521

−
(23)
−
−
153

(127,649)(1,301)(11)(3,751)(136,009)(127,649)(2,387)(54)(2,910)(115,335)

31 December 2023
Live
streaming
US$’000
Assets:Additions to non-current assets
Segment assets
Segment liabilities

4,318
44,59954,985

9

Others
US$’000
3
5,878
2,183

Unallocated
US$’000
2,388
113,666
16,404

Total
US$’000
6,709
164,143
73,572

Reconciliations
Segment assets are reconciled to total assets as follows:
30 June2024
US$’000

31 December
2023
US$’000

Segment assets for reportable segments
Other segment assets
Total segment assets

28,814
5,873
34,68744,5995,878
50,477

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
Financial assets at fair value through profit or loss
Other current assets
OthersTotal assets

369
1,239
24,294
1,511
74,064
791
470
334
141
648
138,548

106
2,038
24,363
3,294
81,385
716
486
−
157
1,121
164,143

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:
30 June2024
US$’000

31 December
2023
US$’000

Segment liabilities for reportable segments
Other segment liabilities
Total segment liabilities

41,701
1,307
43,00854,9852,183
57,168

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

2,058
1,267
349
996
14
849
48,541

10,416
2,211
1,079
1,244
39
1,415
73,57210

Geographical informationJapan
US$’000
Revenue
Gross profit
Non-current assets

71,17735,425
1,904
JapanUS$’000

Revenue
Gross profit

30 June 2024
TaiwanOthers
US$’000
US$’000
25,5294,928
2,942

30 June 2023
TaiwanOthers
US$’000
US$’000

103,852
52,160Japan
US$’000

Non-current assets

4,455
1,362
24,60538,216
8,479

8,917
2,420

31 December 2023
TaiwanOthers
US$’000
US$’000

2,507

4,052

24,242

Total
US$’000
101,161
41,71529,451
Total
US$’000
150,985
63,059Total
US$’000
30,801

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 informationGroup
1H 2024
1H 2023
US$’000
US$’000
Revenue from contracts with customers
Liver live streaming
V-Liver live streaming
OthersTiming of revenue recognition
At a point in time
Over time

92,422
4,810
3,929
101,161

146,038
1,545
3,402
150,985

95,2395,922
101,161

143,537
7,448
150,985

Other revenue primarily comprises revenue from live-commerce and Wave App.
Factors leading to any material changes in contributions to revenue and earnings by the business orgeographical segments:
Not applicable.

11

6.

Financial assets and financial liabilities
Set out below is an overview of the financial assets and financial liabilities of the Group as at 30 June
2024 and 31 December 2023:
Group

Company

30 June2024

31 December
2023

30 June2024

31 December
2023

US$’000

US$’000

US$’000

US$’000

Financial assets
Financial assets measured atamortised cost
Trade and other receivables
Cash and cash equivalents
Security deposits

13,61485,562
3,676

19,289102,688
4,261

132
59,403––67,154–

Financial assets measured atfair value through profit or loss
Short term investment

334

–

334

–

Financial liabilities
Financial liabilities measured atamortised cost
Trade and other payables

31,06554,126270

5,102

Financial liabilities measured atfair value through profit or loss
Warrants

349

1,079

349

1,079

12

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:
Level 1
US$’000

7.

Level 2
US$’000

Level 3
US$’000

Total
US$’000

30 June 2024
Financial assets measured at fair value
through profit or loss
- Short term investment

−

−

334

334

Financial liabilities measured at fair value
through profit or loss
- Warrants

172

−

177

349

31 December 2023
Financial liabilities measured at fair value
through profit or loss
- Warrants

533

−

546

1,079

Profit before income tax

7.1 Significant items
Group
1H 2024

1H 2023

US$’000

US$’000

IncomeInterest income

917

51

Depreciation expense

1,579

1,053

Amortisation expense

54

1,334

(171)

638

96

340

ExpensesForeign exchange (gain)/loss, net
Loss on disposal of property, plant andequipment

137.2 Related party transactions
There are no material related party transactions apart from those disclosed elsewhere in the financial
statements.
8.

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 interim consolidated
statement of comprehensive income are:Group

Current income tax expense
Deferred income tax expense relating to origination
and reversal of temporary differences
Income tax expense recognised in profit or loss
9.

1H 2024

1H 2023

US$’000

US$’000

1,015

4,361

339

(1,451)

1,354

2,910

Dividends
Not applicable as no dividend was declared for 1H 2024 and 1H 2023.

14

10. Earnings per ordinary shareGroup
1H 2024
Profit/(loss) attributable to owners of the Company (US$’000)
Weighted average number of ordinary shares outstanding forbasic earnings per share computation (’000)
Adjustment for dilutive potential ordinary shares (’000)
Weighted average number of ordinary shares outstanding forcomputing diluted earnings per share (’000)
Basic earnings per share computation (US$ per share)
Diluted earnings per share computation (US$ per share)

1H 2023

1,948(118,245)

177,392
6,177

22,547−

183,569

22,5470.01
0.01(5.24)(5.24)

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.
In connection with the Business Combination, the weighted average number of ordinary shares for the half year
ended 30 June 2023 is calculated based on the number of ordinary shares of 17LIVE outstanding during theperiod, adjusted by the exchange ratio established in the Share Purchase Agreement.
For purposes of calculating diluted earnings per share, the weighted average number of ordinary shares
outstanding is adjusted to take into account the effects of dilutive potential ordinary shares. For the period ended
30 June 2023, diluted earnings per share are similar to basic earnings per share because all dilutive potential
ordinary shares were anti-dilutive due to the net loss for the period.
11. Net Asset ValueGroup

Net asset value per ordinary share

Company

30 June2024

31 December
2023

30 June2024

31 December
2023

US$’000

US$’000

US$’000

US$’000

0.51

15

0.51

2.92

3.00

12. Intangible assets
Group
Exclusive
right tooperate 17
app in Japan Trademarks
US$’000
US$’000

Technology
US$’000

Goodwill
US$’000

User base
US$’000

Domain
US$’000

Total
US$’000

Cost
At 1 January 2023
AdditionsExchange differences
At 31 December 2023 and 1 January 2024
AdditionsExchange differences
At 30 June 2024

11,900––11,900––11,900

550
–
(1)
549
–
(1)
548

7,412
193
(2)
7,603
–
(23)
7,580

101,193––
101,193––
101,193

7,656
–
(17)
7,639
–
(24)
7,615

486
–
(55)
431
10
(13)
428

129,197
193(75)
129,31510(61)
129,264

Accumulated amortisation and impairment
At 1 January 2023
Amortisation
Exchange differences
At 31 December 2023 and 1 January 2024
Amortisation
Exchange differences
At 30 June 2024

9,917
1,983
–
11,900––11,900

547
1
(1)
547
1
(1)
547

7,412
13
–
7,425
18
(3)
7,440

77,204––
77,204––
77,204

7,469
39
2
7,510
22
(11)
7,521

105
241
(42)
304
13
(1)
316

102,6542,277(41)
104,89054(16)104,928

Net carrying amountAt 31 December 2023

–

2

178

23,989129

127

24,425

Net carrying amountAt 30 June 2024

–

1

140

23,98994

112

24,33616

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 carrying amount of goodwill as at 30
June 2024 and 31 December 2023 was US$23,989,000.
Goodwill that has an indefinite useful life is tested for impairment annually, or more frequently if events orchanges in circumstances indicated that it might be impaired. No impairment indicators were identified as at
30 June 2024 based on the CGU’s business performance.
Since the beginning of the reporting period, there were no changes in the circumstances and key assumptions.
13. Property, plant and equipment
During the six months ended 30 June 2024, the Group acquired assets amounting to US$499,000 (30 June
2023: US$964,000) and disposed of assets with a net book value of US$96,000 (30 June 2023: US$340,000).
14. Borrowings
There are no borrowings as at 30 June 2024 and 31 December 2023.

17

15. Share capital
15.1 Movements in Share CapitalCompany
30 June2024

31 December
2023

Number of ordinary shares

30 June2024

31 December
2023

Amount（US$’000）

Beginning of interim period
Issuance of ordinary shares in relation
to the Business Combination
Issuance of ordinary shares pursuant
to the Executive Incentive Scheme

177,371,431

6,000,000

13

–(i)

–

171,371,431–

13

75,200––(i)–

End of interim period

177,446,631

177,371,431

13

13

(i)

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. Upon completion of the Business Combination, 26,016,200 redeemable shares were redeemed byshareholders and the 9,589,800 that were not redeemed by the shareholders were classified as ordinary
shares as of 31 December 2023.
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 9,589,800
ordinary shares and 958,980 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.
On 13 May 2024, the Company issued and allotted 75,200 new ordinary shares pursuant to fulfilment of thefinancial targets for the Executive Incentive Scheme that was approved by Shareholders on 1 December 2023
as set out in the vesting conditions.
No warrants issued by the Company were exercised in 1H 2024 and FY2023.

18

15.2 Treasury shares and subsidiary holdings
The Company does not have any treasury shares as at 30 June 2024 and 31 December 2023.
There were no subsidiary holdings as at 30 June 2024 and 31 December 2023.
There were no sales, transfers, disposal, cancellation and/or use of treasury shares as at 30 June 2024.
16. Subsequent events
There are no known subsequent events which have led to adjustments to this set of interim financial
statements.

19

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

Review
The condensed interim consolidated statement of financial position of the Group and the Company as at 30
June 2024 and the related condensed interim consolidated statement of comprehensive income, condensed
interim consolidated statement of changes in equity and condensed interim consolidated statement of cash
flows for the six-month period then ended and certain explanatory notes have not been audited or reviewed.

2.

Review of performance of the Group
GROUP EARNINGSThe Group posted operating revenue of US$101.1 million for 1H 2024, a decrease of 33.0% period-overperiod, primarily from Liver live streaming as well as unfavourable foreign currency movement.
The Group’s revenue from V-Liver live streaming more than tripled from US$1.5 million in 1H 2023 to US$4.8
million in 1H 2024. This substantial increase highlights the growth potential of V-Liver live streaming as asignificant revenue stream.
In 1H 2024, the Group maintained a robust gross profit margin of 41.2%, closely aligned with the 41.8% margin
recorded in 1H 2023.
The Group continues in its efforts to optimise cost to drive operational efficiency, including optimisation in theareas of IT infrastructure, marketing and payment channels. As a result, the Group recorded a 19.3% decreasein operating expenses from US$50.0 million to US$40.3 million.
The Group recorded other gains of US$1.9 million in 1H 2024, an increase of US$130.2 million from otherlosses of US$128.3 million in 1H 2023, primarily due to a change in a revaluation gain/loss on financial
liabilities.
Consequently, the Group reversed its net loss in 1H 2023 to a net profit in 1H 2024. A profit before income tax
was US$3.3 million for 1H 2024, an increase of US$118.6 million from a loss of US$115.3 million in 1H 2023.
A profit attributable to owners of the Company was US$1.9 million, an increase of US$120.1 million from aloss of US$118.2 million in 1H 2023.
Basic earnings per share was US$0.01 for the current interim period.
GROUP FINANCIAL POSITION
As at 30 June 2024, equity attributable to owners of the Company was US$90.0 million, a decrease of US$0.5
million from 31 December 2023, mainly because of foreign currency translation.
Total assets stood at US$138.5 million as of 30 June 2024, a decrease of US$25.6 million from 31 December
2023. The Group recorded a positive operating cash flows before changes in working capital of US$4.1 million,
however, primarily due to one-off expenses related to the Group’s De-SPAC in FY2023, cash flows used inoperations in 1H 2024 were US$11.8 million.
The Group and mm2 Asia Limited have signed a Memorandum of Understanding to strengthen and amplify
entertainment offerings and production capabilities across Southeast Asia. The associated investment wasreflected in financial assets at fair value through profit or loss.
With no borrowings as at 30 June 2024, the Group’s cash and equivalents were at US$85.6 million, reflecting
the Group’s robust balance sheet and ample liquidity. This financial stability allows the Group to adapt to thefast-changing live streaming environment and to drive both organic and inorganic growth.

3.

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

20

4.

Group outlook
Driven by the increasing penetration of high-speed internet connectivity, rising popularity of social media
platforms, and growing disposable incomes in developing nations, the global live streaming market reachedan estimated USD 87.55 billion1 in 2023. Analysts project substantial growth potential with an expected CAGR
of 23.0%1 from 2024 to 2030, fuelled by technological advancements and innovations.
Augmented Reality (AR) and Virtual Reality (VR) technologies are expected to further propel the live streaming
market by creating immersive experiences. These technologies enable interactive engagements that blur theboundaries between physical and digital realms, transforming live streaming into an experiential journey
encompassing virtual concerts, sports events, and interactive gaming experiences.
To capitalise on these emerging technologies, 17LIVE has launched the “17LIVE Forward Strategy”, which isa strategic framework anchored on three pivotal pillars comprising 1. Enhancing its established platform
through advanced technology and a robust community of streamers; 2. Diversifying its revenue streams by
developing new products and businesses stemming from its platform and; 3. Forging strategic and business
partnerships to build a sustainable live streaming ecosystem across Asia. By focusing on these core areas,
17LIVE aims to solidify its position as a leader in the live streaming industry, delivering diverse and high-quality
content that attracts both viewers and top-tier talents.
Under the 17LIVE Forward Strategy, 17LIVE identifies its V-Liver business to be one of its near-term growth
drivers. 17LIVE’s deepening of its V-Liver business is strategically astute, given the dynamic growth of the VLiver market as well as the size of the growing global and Japanese anime sectors.
In conjunction with the "17LIVE Forward Strategy", the Group is also developing strategic initiatives to drive
shareholder value through innovative and forward-thinking strategic market initiatives. These initiatives include
but are not limited to partnering with and reviewing strategic options from various financial institutions todevelop a feasible and sustainable capital market strategy to drive long-term shareholder value.
The Group enters into agreements relating to the payment of copyright fees with music copyright organisations
in countries which it operates, as part of its ordinary course of business. These fees relate to the use of music
content on its platform by live-streamers. The Group is currently engaged in discussions with one of such
music copyright organisations in relation to certain terms of its existing agreement. Both parties have different
interpretations of the basis and quantum of such copyright fees payable by the Group, and the Group was
informally alerted to this issue. In the event that the Group is unable to convince the music copyrightorganisation of its interpretation, the Group expects that the payment of the copyright fee will potentially havea material adverse effect on the Group’s financial results in the second half of this financial year. The Groupwill make further announcements as and when there are material developments on its discussions with such
music copyright organisation.
The Group has also announced today the appointment and promotion of Mr Jiang Honghui as its Executive
Director and Chief Executive Officer (“CEO”), and the redesignation of Mr Phua as Non-Executive NonIndependent Chairman, effective 13 August 2024. Mr Jiang has over 12 years of experience in venture capital
investment, with over seven years at the Vertex Group and was previously the CEO and Executive Directorof Vertex Technology Acquisition Corporation Ltd, the first special purpose acquisition company listed on
Singapore Stock Exchange, where he successfully led the business combination with 17LIVE Inc. in December
2023. Thereafter, Mr Jiang was seconded to the Group from April 2024 to work closely with Mr Phua and theteam to drive business improvement and various strategic initiatives.
With the appointment as Executive Director and CEO of 17LIVE, Mr Jiang will end his role as Managing
Director, Investment at Vertex Holdings. He has been appointed as Venture Partner at Vertex GrowthManagement in the capacity of a non-executive advisor effective 13 August 2024.
Consequently, Mr Phua, in his role as Chairman of the Company, will continue to guide the Group in its overall
strategic direction and work closely with Mr Jiang in an advisory role for the daily operations.

1

https://www.grandviewresearch.com/industry-analysis/live-streaming-market-

report#:~:text=The%20global%20live%20streaming%20market,passively%20watching%20pre%2Drecorded%20media

21

5.

Dividend(a) Current financial period reported on
Any dividend declared for the current financial period reported on?
Nil(b) Corresponding period of the immediately preceding financial year
Any dividend declared for the corresponding period of the immediately preceding financial year?
Nil(c) Date payableNot applicable.
If no dividend has been declared or recommended, a statement to that effect and the reason(s) for thedecision
As a growth company in the technological space, and whilst the Group constantly optimises and push its
margins, the Group advocates utilisation of capital towards reinvestment and potentially in the future, theGroup may consider a dividend policy.

6.

Interested person transactions
The Group has not obtained a general mandate from shareholders of the Company for Interested Person
Transactions.
Below is the aggregate value of transactions (not conducted under shareholders' mandate) for the period
under review:

Name of interested person
Vertex Venture Management Pte
LtdNature ofrelationship

Aggregate value of allinterested persontransactions
conducted undershareholders' mandate
pursuant to Rule 920(excludingtransactions less than
S$100,000)

S$120,000

Not applicable

Associate of
the Controlling
Shareholder

Consultant secondment

7.

Aggregate value of allinterested persontransactions during thefinancial period underreview (excludingtransactions less than
S$100,000 andtransactions conductedunder shareholders'mandate pursuant toRule 920)

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.

22

8.

Confirmation on interim financial statements pursuant to Rule 705(5) of the SGX-ST Listing ManualWe, the undersigned, hereby confirm on behalf of the Board of the Directors of the Company that, to the bestof our knowledge, nothing has come to the attention of the Board of Directors of the Company which may
render the financial statements for the six months ended 30 June 2024 to be false or misleading in any material
aspect.
On behalf of the Board of the Directors

Phua Jiexian, Joseph
Executive Chairman and Chief Executive Officer
9.

Akio Tanaka
Director

Update on use of proceeds
As of 30 June 2024, the Company wishes to provide an update on utilisation of proceeds raised by theCompany from its initial public offering and PIPE financing pursuant to the business combination (including
any interests and income derived from such proceeds in the Company’s escrow account). The Company paid
an aggregate of approximately S$7,497,000 mainly for fees incurred by the Company arising from theBusiness Combination and general working capital expenses. Also, the Company made a short term
investment of S$450,000 in mm2 Asia Limited’s movie project in April 2024.
The Company intends to utilise the remaining proceeds of approximately S$80,586,000 (equivalent to
US$59,403,000) 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
13 August 202423