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What changed in TREASURE GLOBAL INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TREASURE GLOBAL INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+301 added−190 removedSource: 10-K (2025-10-14) vs 10-K (2024-09-30)

Top changes in TREASURE GLOBAL INC's 2025 10-K

301 paragraphs added · 190 removed · 157 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

74 edited+73 added−6 removed363 unchanged
Biggest changeAccordingly, the Company has regained compliance with the Bid Price Rule and this matter is closed. 5 Market Opportunity We expect that continued strong economic expansion, robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile technology provide market opportunities for our Company in Southeast Asia (“SEA”).
Biggest changeChan Meng Chun shall not be (unless with the approval of Board), either alone or in association or partnership with or as an employee, principal, agent, director, manager, member, shareholder, unit-holder, beneficiary or trustee of, as a consultant or adviser to any person or otherwise, or directly or indirectly engaged or concerned with or interested in any other business which is in any respect in competition with or similar to any part of the business carried out by the Company. 8 Market Opportunity We expect that continued strong economic expansion, robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile technology provide market opportunities for our Company in Southeast Asia (“SEA”).
In fact, according to the Google Report, the SEA Internet sector GMV is forecast to grow to over US$360 billion by 2025 up from the $300 billion forecast in the Google, Temasek, Bain SEA Report 2022. 12 Malaysia’s internet economy has grown from $14 billion in 2020 to $21 billion in 2021 (47% growth) and is expected to grow to $35 billion in 2025. 13 1 https://www.statista.com/statistics/796245/gdp-of-the-asean-countries/ 2 https://www.statista.com/statistics/279447/gross-domestic-product-gdp-in-the-european-union-eu/ https://www.statista.com/statistics/263591/gross-domestic-product-gdp-of-the-united-states/ 3 https://www.imf.org/en/News/Articles/2023/05/31/pr23191-malaysia-imf-executive-board-concludes-2023-article-iv-consultation-with-malaysia 4 IMF Staff Report March 2021 5 https://www.worldometers.info/world-population/south-eastern-asia-population/ https://data.worldbank.org/indicator/SP.POP.TOTL?locations=MY 6 https://www.statista.com/statistics/455880/urbanization-in-malaysia/ 7 https://www.statista.com/ 8 https://www.worldbank.org/en/country/malaysia/overview#1 9 The World Bank Press Release dated March 16, 2021, https://www.worldbank.org/en/news/press-release/2021/03/16/aiminghighmalaysia 10 https://services.google.com/fh/files/misc/e_conomy_sea_2022_report.pdf 11 https://www.statista.com/statistics/975058/internet-penetration-rate-in-malaysia/ 12 https://www.bain.com/globalassets/noindex/2021/e_conomy_sea_2021_report.pdf https://services.google.com/fh/files/misc/e_conomy_sea_2022_report.pdf 13 https://www.digitalnewsasia.com/digital-economy/e-conomy-sea-report-2021-malaysias-internet-economy-crosses-us21-bil 6 As consumers in these markets gradually shift towards the online platform model, the total value of internet-based transactions has grown tremendously and is expected to keep doing so.
In fact, according to the Google Report, the SEA Internet sector GMV is forecast to grow to over US$360 billion by 2025 up from the $300 billion forecast in the Google, Temasek, Bain SEA Report 2022. 12 Malaysia’s internet economy has grown from $14 billion in 2020 to $21 billion in 2021 (47% growth) and is expected to grow to $35 billion in 2025. 13 1 https://www.statista.com/statistics/796245/gdp-of-the-asean-countries/ 2 https://www.statista.com/statistics/279447/gross-domestic-product-gdp-in-the-european-union-eu/ https://www.statista.com/statistics/263591/gross-domestic-product-gdp-of-the-united-states/ 3 https://www.imf.org/en/News/Articles/2023/05/31/pr23191-malaysia-imf-executive-board-concludes-2023-article-iv-consultation-with-malaysia 4 IMF Staff Report March 2021 5 https://www.worldometers.info/world-population/south-eastern-asia-population/ https://data.worldbank.org/indicator/SP.POP.TOTL?locations=MY 6 https://www.statista.com/statistics/455880/urbanization-in-malaysia/ 7 https://www.statista.com/ 8 https://www.worldbank.org/en/country/malaysia/overview#1 9 The World Bank Press Release dated March 16, 2021, https://www.worldbank.org/en/news/press-release/2021/03/16/aiminghighmalaysia 10 https://services.google.com/fh/files/misc/e_conomy_sea_2022_report.pdf 11 https://www.statista.com/statistics/975058/internet-penetration-rate-in-malaysia/ 12 https://www.bain.com/globalassets/noindex/2021/e_conomy_sea_2021_report.pdf https://services.google.com/fh/files/misc/e_conomy_sea_2022_report.pdf 13 https://www.digitalnewsasia.com/digital-economy/e-conomy-sea-report-2021-malaysias-internet-economy-crosses-us21-bil 9 As consumers in these markets gradually shift towards the online platform model, the total value of internet-based transactions has grown tremendously and is expected to keep doing so.
On February 27, 2024, the Company effected a 1:70 reverse stock split of its shares of common stock.
On February 27, 2024, the Company effected a 1:70 reverse stock split of its shares of common stock.
We issued 20,000 shares of the common stock on May 5, 2024 pursuant to the Marketing Agreement. 3 ● On May 24, 2024, we, Jeffrey Goh Sim Ik (the “Purchaser”) and Koo Siew Leng (the “Guarantor”) entered into a Share Sale and Purchase Agreement (the “Agreement”), in which the Company agreed to sell all of the capital shares it owns in Foodlink Global Sdn Bhd, a company incorporated under the laws of Malaysia (“Foodlink”), which represents all of the issued and outstanding capital shares of Foodlink, to the Purchaser, in exchange for a total of approximately USD$148,500, of which shall be payable by the Purchaser to the Company as follows: (i) an initial deposit payable on May 24, 2024; and (ii) the balance of the purchase price payable in eight installment payments starting from May 24, 2024.
We issued 20,000 shares of the common stock on May 5, 2024 pursuant to the Marketing Agreement. 5 ● On May 24, 2024, we, Jeffrey Goh Sim Ik (the “Purchaser”) and Koo Siew Leng (the “Guarantor”) entered into a Share Sale and Purchase Agreement (the “Agreement”), in which the Company agreed to sell all of the capital shares it owns in Foodlink Global Sdn Bhd, a company incorporated under the laws of Malaysia (“Foodlink”), which represents all of the issued and outstanding capital shares of Foodlink, to the Purchaser, in exchange for a total of approximately USD$148,500, of which shall be payable by the Purchaser to the Company as follows: (i) an initial deposit payable on May 24, 2024; and (ii) the balance of the purchase price payable in eight installment payments starting from May 24, 2024.
We have in place a “Disaster Recovery” (“DR”) initiative, which we rely on the “AWS” cloud facilities to ensure as described below: The architecture diagram shows how “AWS” cloud architect is powered by distributed servers and database services across multiple zones to ensure disaster recovery on deployment across multiple data centers, once the Application Load Balancer (ALB) detects the primary unavailable then it will direct all traffic to other in-service data centers. 29 The controls for restricting user access to our system and data, include: 1) User authorization 2) Maintaining the user access log 3) Periodic review user access 4) Revoking user access 5) Managing Privileged User access 6) Separation of Duties to reduce the risk of misuse of client code and assets 7) Change management, risk management and issue management are exercised as part of Management Reviews 29 Disaster Recovery — First-in-class automated disaster recovery mechanism with multi-AZ support https://docs.aws.amazon.com/whitepapers/latest/disaster-recovery-workloads-on-aws/disaster-recovery-options-in-the-cloud.html 19 Litigation From time to time, we may become involved in legal proceedings arising in the ordinary course of our business.
We have in place a “Disaster Recovery” (“DR”) initiative, which we rely on the “AWS” cloud facilities to ensure as described below: The architecture diagram shows how “AWS” cloud architect is powered by distributed servers and database services across multiple zones to ensure disaster recovery on deployment across multiple data centers, once the Application Load Balancer (ALB) detects the primary unavailable then it will direct all traffic to other in-service data centers. 29 The controls for restricting user access to our system and data, include: 1) User authorization 2) Maintaining the user access log 3) Periodic review user access 4) Revoking user access 5) Managing Privileged User access 6) Separation of Duties to reduce the risk of misuse of client code and assets 7) Change management, risk management and issue management are exercised as part of Management Reviews 29 Disaster Recovery - First-in-class automated disaster recovery mechanism with multi-AZ support https://docs.aws.amazon.com/whitepapers/latest/disaster-recovery-workloads-on-aws/disaster-recovery-options-in-the-cloud.html 21 Litigation From time to time, we may become involved in legal proceedings arising in the ordinary course of our business.
Branded e-Vouchers Users can purchase their preferred e-Vouchers with instant discounts and rewards points with each checkout. 6. User Engagement through Gamification Users can earn daily rewards by playing our ZCITY App minigame “Spin & Win” where they can earn further ZCITY RP, ZCITY e-Vouchers as well as monthly grand prizes. 7 7.
Branded e-Vouchers Users can purchase their preferred e-Vouchers with instant discounts and rewards points with each checkout. 6. User Engagement through Gamification Users can earn daily rewards by playing our ZCITY App minigame “Spin & Win” where they can earn further ZCITY RP, ZCITY e-Vouchers as well as monthly grand prizes. 10 7.
We also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions. 33 Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise have an adverse effect on our reputation and business.
We also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions. 35 Any failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third parties or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause our users to lose trust in us, and otherwise have an adverse effect on our reputation and business.
UAC then uses machine learning technology to make decisions for each ad by analyzing potential data signal combinations in real-time, including the platform where users are most likely to engage with our ad (such as YouTube or Gmail), the right ad format (whether video, text, or combination of the two) and keywords that will perform best for our marketing goals. 13 In addition, in order to obtain more accurate data for analysis, AppsFlyer SDK is installed in our ZCITY App, where it provides conversion data of user acquisition and retention campaigns.
UAC then uses machine learning technology to make decisions for each ad by analyzing potential data signal combinations in real-time, including the platform where users are most likely to engage with our ad (such as YouTube or Gmail), the right ad format (whether video, text, or combination of the two) and keywords that will perform best for our marketing goals. 15 In addition, in order to obtain more accurate data for analysis, AppsFlyer SDK is installed in our ZCITY App, where it provides conversion data of user acquisition and retention campaigns.
Any potential disruption in and other risks relating to the offline or online merchants’ supply chain as a result of the COVID-19 pandemic or Russia’s invasion of Ukraine, could increase the costs of their products or services to consumers, potentially causing consumers to limit their spending or seek products or services from alternative businesses that may not be registered as a merchant with us, which may ultimately affect the total number of users using our platform and harm our business, financial condition and results of operations. 28 Our business will be exposed to foreign exchange risk.
Any potential disruption in and other risks relating to the offline or online merchants’ supply chain as a result of the COVID-19 pandemic or Russia’s invasion of Ukraine, could increase the costs of their products or services to consumers, potentially causing consumers to limit their spending or seek products or services from alternative businesses that may not be registered as a merchant with us, which may ultimately affect the total number of users using our platform and harm our business, financial condition and results of operations. 30 Our business will be exposed to foreign exchange risk.
We adopt a multi-pronged approach to user outreach through outdoor digital billboards, radio commercials, third party editorials and advertorials, social media postings on platforms such as Facebook, Instagram, TikTok, YouTube, as well as the targeting of users through Google ads and direct email marketing to encourage downloads and promote various campaigns. 12 Since the outbreak of the COVID-19 pandemic, we have been very focused on reaching our target audience through digital media due to movement restrictions and retail closures.
We adopt a multi-pronged approach to user outreach through outdoor digital billboards, radio commercials, third party editorials and advertorials, social media postings on platforms such as Facebook, Instagram, TikTok, YouTube, as well as the targeting of users through Google ads and direct email marketing to encourage downloads and promote various campaigns. 14 Since the outbreak of the COVID-19 pandemic, we have been very focused on reaching our target audience through digital media due to movement restrictions and retail closures.
If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. 34 We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed. 36 We also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
In addition, if we are unable to keep up with changes in technology and new hardware, software and services offerings, for example, by providing the appropriate training to out account managers, sales technology specialists, engineers and consultants to enable them to effectively sell and deliver such new offerings to customers, our business, results of operations or financial condition could be adversely affected. 24 A decline in the demand for goods and services of the merchants included in the ZCITY App could result in adverse financial consequences.
In addition, if we are unable to keep up with changes in technology and new hardware, software and services offerings, for example, by providing the appropriate training to out account managers, sales technology specialists, engineers and consultants to enable them to effectively sell and deliver such new offerings to customers, our business, results of operations or financial condition could be adversely affected. 26 A decline in the demand for goods and services of the merchants included in the ZCITY App could result in adverse financial consequences.
At the initial launch of the ZCITY App in June 2020, we combined both online and offline strategies in branding and marketing, which we believed would effectively communicate our objectives, reaching a prospective target audience and turning that target audience into users of our ZCITY App. 11 Other than just user experience and features offered in the app itself, we believe consumers are choosing brands whose messaging, marketing and values go beyond the product, and have a potentially deeper meaning to the user.
At the initial launch of the ZCITY App in June 2020, we combined both online and offline strategies in branding and marketing, which we believed would effectively communicate our objectives, reaching a prospective target audience and turning that target audience into users of our ZCITY App. 13 Other than just user experience and features offered in the app itself, we believe consumers are choosing brands whose messaging, marketing and values go beyond the product, and have a potentially deeper meaning to the user.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. 31 In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. 33 In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards.
“Business — Market Opportunity. ” As we scale our operations, we intend to expand to other countries in Southeast Asia, which possesses solid economic fundamentals, fast growing middle classes, favorable demographic trends and accelerating adoption of mobile technology. 14 IMF: https://www.imf.org/en/News/Articles/2023/05/31/pr23191-malaysia-imf-executive-board-concludes-2023-article-iv-consultation-with-malaysia 15 Experienced Management Team .
“Business - Market Opportunity. ” As we scale our operations, we intend to expand to other countries in Southeast Asia, which possesses solid economic fundamentals, fast growing middle classes, favorable demographic trends and accelerating adoption of mobile technology. 14 IMF: https://www.imf.org/en/News/Articles/2023/05/31/pr23191-malaysia-imf-executive-board-concludes-2023-article-iv-consultation-with-malaysia 17 Experienced Management Team .
As a result, Google’s promotion of its own competing products, or similar actions by Google in the future that have the effect of reducing our prominence or ranking on its search results, could have a substantial negative effect on our business and results of operations. 22 The ecommerce market is highly competitive and if we do not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis our business could be adversely affected.
As a result, Google’s promotion of its own competing products, or similar actions by Google in the future that have the effect of reducing our prominence or ranking on its search results, could have a substantial negative effect on our business and results of operations. 24 The ecommerce market is highly competitive and if we do not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis our business could be adversely affected.
Noncompliance with applicable regulations or requirements could subject us to: ● investigations, enforcement actions, and sanctions; ● mandatory changes to our network and products; ● disgorgement of profits, fines, and damages; ● civil and criminal penalties or injunctions; 32 ● claims for damages by our customers or channel partners; ● termination of contracts; ● failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations; and ● temporary or permanent debarment from sales to public service organizations.
Noncompliance with applicable regulations or requirements could subject us to: ● investigations, enforcement actions, and sanctions; ● mandatory changes to our network and products; ● disgorgement of profits, fines, and damages; ● civil and criminal penalties or injunctions; 34 ● claims for damages by our customers or channel partners; ● termination of contracts; ● failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations; and ● temporary or permanent debarment from sales to public service organizations.
ZCITY users will be able to purchase vouchers for these items at reduced prices, thereby assisting low-income Malaysians and helping to address this societal challenge. 8. TAZTE Smart F&B system ZCITY App offers a “Smart F&B” system that provides a one stop solution and digitalization transformation for all registered Food “F&B” outlets located in Malaysia.
TADAA TECHNOLOGIES users will be able to purchase vouchers for these items at reduced prices, thereby assisting low-income Malaysians and helping to address this societal challenge. 8. TAZTE Smart F&B system ZCITY App offers a “Smart F&B” system that provides a one stop solution and digitalization transformation for all registered Food “F&B” outlets located in Malaysia.
Intellectual Property Matters Our technology and ZCITY App are comprised of copyrightable and/or patentable subject matter licensed by our Malaysian subsidiaries, ZCITY. Our intellectual property assets include trade secrets associated with our software platform. We have successfully carried out development of our multilayer cloud-based software platform based upon our reliance on third parties for payment and reward points deployment.
Intellectual Property Matters Our technology and ZCITY App are comprised of copyrightable and/or patentable subject matter licensed by our Malaysian subsidiaries, TADAA Technologies. Our intellectual property assets include trade secrets associated with our software platform. We have successfully carried out development of our multilayer cloud-based software platform based upon our reliance on third parties for payment and reward points deployment.
We anticipate incurring additional losses until such time, if ever, that we will be able to effectively market our products. 20 Also, we will seek to obtain additional capital through the sale of debt or equity financing or other arrangements to fund operations; however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all.
We anticipate incurring additional losses until such time, if ever, that we will be able to effectively market our products. 22 Also, we will seek to obtain additional capital through the sale of debt or equity financing or other arrangements to fund operations; however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all.
These agreements also provide that each party may use the intellectual property marks of the other party without charge. These agreements may be terminated by either party with 30 days’ notice. 8 Services Partners Agreements . We have service provider agreements with Coup Marketing Asia Pacific Sdn. Bhd. D/B/A Pay’s Gift and MOL Access Portal Sdn. Bhd.
These agreements also provide that each party may use the intellectual property marks of the other party without charge. These agreements may be terminated by either party with 30 days’ notice. 11 Services Partners Agreements . We have service provider agreements with Coup Marketing Asia Pacific Sdn. Bhd. D/B/A Pay’s Gift and MOL Access Portal Sdn. Bhd.
Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, results or operations and reputation. 35 We face potential liability and expense for legal claims based on the content on our ZCITY App.
Even if these matters do not result in litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, results or operations and reputation. 37 We face potential liability and expense for legal claims based on the content on our ZCITY App.
A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. 30 The material weaknesses identified included the following: (1) Inadequate U.S. GAAP expertise.
A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. 32 The material weaknesses identified included the following: (1) Inadequate U.S. GAAP expertise.
In addition, we may be required to expend significant financial or other resources to successfully enforce our rights. 25 Breaches of our online commerce security could occur and could have an adverse effect on our reputation. A significant barrier to online commerce and communications is the secure transmission of confidential information over public networks.
In addition, we may be required to expend significant financial or other resources to successfully enforce our rights. 27 Breaches of our online commerce security could occur and could have an adverse effect on our reputation. A significant barrier to online commerce and communications is the secure transmission of confidential information over public networks.
This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our Company. 27 We face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such business.
This could in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment in our Company. 29 We face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such business.
However, there can be no assurance that we will continue to be in compliance and Nasdaq could make a determination to issue another notice regarding such incompliance. 29 Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock.
However, there can be no assurance that we will continue to be in compliance and Nasdaq could make a determination to issue another notice regarding such incompliance. 31 Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock.
Download ZCITY App ZCITY App is free to download from the Google Play Store, Apple iOS Store, and Huawei AppGallery. 9 ZCITY Apps’s Reward Points Program Operating under the hashtag #RewardsOnRewards, we believe the ZCITY App reward points program encourages users to sign up the app, as well as increasing user engagement and spending on purchases/repeat purchases and engenders user loyalty.
Download ZCITY App ZCITY App is free to download from the Google Play Store, Apple iOS Store, and Huawei AppGallery. 12 ZCITY Apps’s Reward Points Program Operating under the hashtag #RewardsOnRewards, we believe the ZCITY App reward points program encourages users to sign up the app, as well as increasing user engagement and spending on purchases/repeat purchases and engenders user loyalty.
Prior to the incorporation of ZCITY, Kok Pin “Darren” Tan entered into a Beneficial Shareholding Agreement (“Beneficial Shareholding Agreement 1”) with two individuals, one of which is a vice president of the Company (the “Initial ZCITY Shareholders”), which provided for the Initial Shareholders to hold the ZCITY shares issued to them in equal amounts and for the sole benefit of Kok Pin “Darren” Tan and provided Kok Pin “Darren” Tan with control over the voting and disposition over such shares as well as control over the issuance of additional ZCITY shares in consideration for equity in a company that had not been determined on the date of Beneficial Shareholding Agreement 1.
Prior to the incorporation of TADAA TECHNOLOGIES, Kok Pin “Darren” Tan entered into a Beneficial Shareholding Agreement (“Beneficial Shareholding Agreement 1”) with two individuals, one of which is a vice president of the Company (the “Initial TADAA TECHNOLOGIES Shareholders”), which provided for the Initial Shareholders to hold the TADAA TECHNOLOGIES shares issued to them in equal amounts and for the sole benefit of Kok Pin “Darren” Tan and provided Kok Pin “Darren” Tan with control over the voting and disposition over such shares as well as control over the issuance of additional TADAA TECHNOLOGIES shares in consideration for equity in a company that had not been determined on the date of Beneficial Shareholding Agreement 1.
The market for our ZCITY App is new and unproven. We were founded in 2020 and ZCITY was founded in 2017 and since our inception have been creating products for the developing and rapidly evolving market for API-based software platforms, a market that is largely unproven and is subject to a number of inherent risks and uncertainties.
The market for our ZCITY App is new and unproven. We were founded in 2020 and TADAA Technologies was founded in 2017 and since our inception have been creating products for the developing and rapidly evolving market for API-based software platforms, a market that is largely unproven and is subject to a number of inherent risks and uncertainties.
If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our business and competitive position could be harmed. 36 Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our business and competitive position could be harmed. 38 Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
To further differentiate our system from our competitors, we expect to identify, compare and discover issues within their business model of operations against our own business model. 14 Consistency with Creative Content . We plan to maintain a consistent brand image across all our current marketing approaches with creative and innovative content.
To further differentiate our system from our competitors, we expect to identify, compare and discover issues within their business model of operations against our own business model. 16 Consistency with Creative Content . We plan to maintain a consistent brand image across all our current marketing approaches with creative and innovative content.
For a description of these material contracts See “ Business — About ZCITY App .” 21 We rely on email, internet search engines and application marketplaces to drive traffic to our ZCITY App, certain providers of which offer products and services that compete directly with our products.
For a description of these material contracts See “ Business - About ZCITY App .” 23 We rely on email, internet search engines and application marketplaces to drive traffic to our ZCITY App, certain providers of which offer products and services that compete directly with our products.
ZCITY RAHMAH Package ZCITY has collaborated with the Ministry of Domestic Trade and Cost of Living (KPDN) for the launch of the ‘Payung Rahmah’ program (ZCITY RAHMAH Package). This program offers a comprehensive package of living essential e-vouchers on the ZCITY app for items such as petrol, food, and bills.
ZCITY RAHMAH Package TADAA TECHNOLOGIES has collaborated with the Ministry of Domestic Trade and Cost of Living (KPDN) for the launch of the ‘Payung Rahmah’ program (ZCITY RAHMAH Package). This program offers a comprehensive package of living essential e-vouchers on the ZCITY app for items such as petrol, food, and bills.
We would lose the revenues associated with these accounts and could be subject to material penalties and fines, both of which would seriously harm our business. 26 We are subject to certain risks by virtue of our international operations. We operate and expand internationally.
We would lose the revenues associated with these accounts and could be subject to material penalties and fines, both of which would seriously harm our business. 28 We are subject to certain risks by virtue of our international operations. We operate and expand internationally.
Any failure to expand or upgrade our systems could have a material adverse effect on our business, results of operations and financial condition. 23 We use internally developed systems to operate our service and for transaction processing.
Any failure to expand or upgrade our systems could have a material adverse effect on our business, results of operations and financial condition. 25 We use internally developed systems to operate our service and for transaction processing.
TGL and ZCITY were reorganized into a parent subsidiary structure pursuant to a Share Swap Agreement, dated March 11, 2021, as amended on March 11, 2021 among TGL, the Initial ZCITY Shareholders and Chong Chan “Sam” Teo (the “Share Swap Agreement”), in which TGL exchanged 321,585 shares of its common stock (the “Swap Shares”) for all equity of ZCITY.
TGL and TADAA TECHNOLOGIES were reorganized into a parent subsidiary structure pursuant to a Share Swap Agreement, dated March 11, 2021, as amended on March 11, 2021 among TGL, the Initial TADAA TECHNOLOGIES Shareholders and Chong Chan “Sam” Teo (the “Share Swap Agreement”), in which TGL exchanged 321,585 shares of its common stock (the “Swap Shares”) for all equity of TADAA TECHNOLOGIES.
ZCITY has filed one trademark application stylized as “” with the trademark offices of Malaysia. The name and mark, ZCITY App and other trade names and service marks of ZCITY in this prospectus are our property. Patents .
TADAA Technologies has filed one trademark application stylized as “” with the trademark offices of Malaysia. The name and mark, ZCITY App and other trade names and service marks of TADAA Technologies in this prospectus are our property. Patents .
While we have not delineated each of our trademarks, the foregoing constitutes our material trademarks. Without prejudice to the generality of foregoing, ZCITY is, inter alia, the direct owner of the registered trademark “ZCITY” in connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS platforms, and other subsets of our business. Information Technology Protection .
While we have not delineated each of our trademarks, the foregoing constitutes our material trademarks. Without prejudice to the generality of foregoing, TADAA Technologies is, inter alia, the direct owner of the registered trademark “ZCITY” in connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS platforms, and other subsets of our business. Information Technology Protection .
Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities and currently owns less than 5% of our common stock. We have no substantive operations other than holding all of the outstanding shares of ZCity Sdn. Bhd.
Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities and currently owns less than 5% of our common stock. We have no substantive operations other than holding all of the outstanding shares of TADAA Technologies Sdn. Bhd.
These contracts provide for the use by us of the trademarks of the service providers and may be terminated at any time with 30 days’ notice. ZCITY has also entered into an agreement with Apigate Sdn Bhd, a wholly-owned subsidiary of Axiata Digital, branded as Boost Connect.
These contracts provide for the use by us of the trademarks of the service providers and may be terminated at any time with 30 days’ notice. TADAA Technologies has also entered into an agreement with Apigate Sdn Bhd, a wholly-owned subsidiary of Axiata Digital, branded as Boost Connect.
ZCITY is equipped with the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App, thereby growing its reach and user base.
TADAA TECHNOLOGIES is equipped with the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App, thereby growing its reach and user base.
On November 10, 2020, Kok Pin “Darren” Tan instructed the Initial ZCITY Shareholders to issue one million additional ZCITY shares to Chong Chan “Sam” Teo, currently our Chief Executive Officer, and as a result each Initial ZCITY Shareholder and Chong Chan “Sam” Teo held one million shares of ZCITY. On November 10, 2020.
On November 10, 2020, Kok Pin “Darren” Tan instructed the Initial TADAA TECHNOLOGIES Shareholders to issue one million additional TADAA TECHNOLOGIES shares to Chong Chan “Sam” Teo, currently our Chief Executive Officer, and as a result each Initial TADAA TECHNOLOGIES Shareholder and Chong Chan “Sam” Teo held one million shares of TADAA TECHNOLOGIES. On November 10, 2020.
Available Information Our corporate website address is https://treasureglobal.co . Our ZCITY website address is https://zcity.io . Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports, and registration statements filed or furnished with the SEC, are available free of charge through our website.
Available Information Our corporate website address is https://treasureglobal.org . Our ZCITY website address is https://zcity.world . Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, any amendments to those reports, and registration statements filed or furnished with the SEC, are available free of charge through our website.
AWS Backup is designed to be efficient, scalable, and reliable. 18 We practice Disaster Recovery SOP to easily overcome disaster events efficiently.
AWS Backup is designed to be efficient, scalable, and reliable. 20 We practice Disaster Recovery SOP to easily overcome disaster events efficiently.
As a result of Kok Pin “Darren” Tan’s 100% ownership of our common stock and the Beneficial Shareholding Agreements, TGL and ZCITY were both under the sole control of Kok Pin “Darren” Tan.
As a result of Kok Pin “Darren” Tan’s 100% ownership of our common stock and the Beneficial Shareholding Agreements, TGL and TADAA TECHNOLOGIES were both under the sole control of Kok Pin “Darren” Tan.
As a result of the Share Swap Agreement, (i) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had any control over ZCITY’s ordinary shares; and (ii) Kok Pin “Darren” Tan, the Initial ZCITY Shareholders and Chong Chan “Sam” Teo owned 100% of the TGL common stock (Darren Tan owning 97%).
As a result of the Share Swap Agreement, (i) TADAA TECHNOLOGIES became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had any control over TADAA TECHNOLOGIES’s ordinary shares; and (ii) Kok Pin “Darren” Tan, the Initial TADAA TECHNOLOGIES Shareholders and Chong Chan “Sam” Teo owned 100% of the TGL common stock (Darren Tan owning 97%).
ZCITY has filed one patent application entitled “A Revenue Allocation System” with the Patents Registration Office of Malaysia. 17 We manage all our intellectual property matters in Malaysia including the registration of patents, trademarks, trade names, and service marks in the name of ZCITY, our subsidiary in Malaysia.
TADAA Technologies has filed one patent application entitled “A Revenue Allocation System” with the Patents Registration Office of Malaysia. 19 We manage all our intellectual property matters in Malaysia including the registration of patents, trademarks, trade names, and service marks in the name of TADAA Technologies, our subsidiary in Malaysia.
However, due to insufficient participation from merchant clients, management has decided to discontinue the program as of June 2024. 2 ● On October 12, 2023, ZCity Sdn Bhd, our wholly owned subsidiary and AI Lab Martech Sdn. Bhd.
However, due to insufficient participation from merchant clients, management has decided to discontinue the program as of June 2024. 4 ● On October 12, 2023, TADAA Technologies Sdn. Bhd., our wholly owned subsidiary and AI Lab Martech Sdn. Bhd.
The revenue streams can be further categorized as following: (1) product and loyalty program revenue, (2) transaction revenue, and (3) agent subscription revenue. Please see “Management’s Discussion and Analysis — Revenue Recognition .” Our Competitive Strengths Powerful, Unique and Integrated App .
The revenue streams consist of “Consumer Facing” revenues and “Merchant Facing” revenues. The revenue streams can be further categorized as following: (1) product and loyalty program revenue, (2) transaction revenue, and (3) agent subscription revenue. Please see “Management’s Discussion and Analysis - Revenue Recognition .” Our Competitive Strengths Powerful, Unique and Integrated App .
Our longer-term goal is for the ZCITY App and its ever-developing technology to become one of the most well-known commercialized applications more broadly in Southeast Asia and Japan. As of September 25, 2024, we had 2,704,306 registered users and 2,027 registered merchants. 1 Corporate Structure Treasure Global Inc is a Delaware corporation that was incorporated on March 20, 2020.
Our longer-term goal is for the ZCITY App and its ever-developing technology to become one of the most well-known commercialized applications more broadly in Southeast Asia and Japan. As of October 13, 2025, we had 2,708,641 registered users and 2,027 registered merchants. 1 Corporate Structure Treasure Global Inc is a Delaware corporation that was incorporated on March 20, 2020.
Our proprietary product is an internet application (or “App”) branded “ZCITY App,” which was developed through our wholly owned subsidiary, ZCity Sdn. Bhd. (formerly known as Gem Reward Sdn. Bhd, name change effected on July 20, 2023) (“ZCITY”). The ZCITY App was successfully launched in Malaysia in June 2020.
Our proprietary product is an internet application (or “App”) branded “ZCITY App,” which was developed through our wholly owned subsidiary, TADAA Technologies Sdn. Bhd. (“TADAA Technologies”) (formerly known as ZCity Sdn. Bhd and Gem Reward Sdn. Bhd, name change effected on July 31, 2025 and July 20, 2023, respectively). The ZCITY App was successfully launched in Malaysia in June 2020.
We believe that promoting a credible and reliable system for merchants will increase referrals and positive reviews. Revenue Model ZCITY’s revenues are generated from a diversified mix of: ● e-commerce activities for users; ● services to merchants to help them grow their businesses; and ● membership subscription fees. The revenue streams consist of “Consumer Facing” revenues and “Merchant Facing” revenues.
We believe that promoting a credible and reliable system for merchants will increase referrals and positive reviews. Revenue Model TADAA Technologies’s revenues are generated from a diversified mix of: ● e-commerce activities for users; ● services to merchants to help them grow their businesses; and ● membership subscription fees.
The License Agreement may be terminated if ZCity Sdn Bhd or the Licensor materially breaches any of its obligations or undertakings as set forth in the License Agreement or if either ZCity Sdn Bhd or the Licensor is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed over any part of its assets. ● On October 30, 2023, we issued a total of 1,816,735 restricted shares of common stock of the Company to its Chief Executive Officer Chong Chan “Sam” Teo, and to Kok Pin “Darren” Tan (collectively, the “Creditors”) in exchange for the cancellation of $321,562.08 in aggregate indebtedness owed to the Creditors (the “Transaction”).
Bhd or the Licensor is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed over any part of its assets. ● On October 30, 2023, we issued a total of 1,816,735 restricted shares of common stock of the Company to its Chief Executive Officer Chong Chan “Sam” Teo, and to Kok Pin “Darren” Tan (collectively, the “Creditors”) in exchange for the cancellation of $321,562.08 in aggregate indebtedness owed to the Creditors (the “Transaction”).
The ATX agreement was entered into on November 8, 2021 whereby ATX and provides our users with bill payment services for many companies in Malaysia, including but not limited to, certain utilities, telecommunication companies, insurance companies, entertainment companies and charities.
This marks one of the largest telecommunications network deployment projects in Malaysia. The ATX agreement was entered into on November 8, 2021 whereby ATX and provides our users with bill payment services for many companies in Malaysia, including but not limited to, certain utilities, telecommunication companies, insurance companies, entertainment companies and charities.
Business Developments The following highlights recent material developments in our business: ● On October 5, 2024 we entered into an agreement with YA II PN, Ltd, a Cayman Islands exempt limited partnership (“YA”), effective as of October 5, 2023, in which - On October 6, 2023, we made a payment to the Investor that consisted of the (i) initial Trigger Payment in the amount of $1,092,071 and (ii) an additional payment in the amount of $500,000 (of which $467,289.72 was applied as an additional reduction in the principal amount of the Convertible Debentures and $32,710.28 paid the associated 7% Redemption Premium). - YA agreed that, except as set forth below, beginning on October 5, 2023 and ending on November 18, 2023, it shall not sell any shares of common stock of the Company at a price per share less than $1.00.
In accordance with the terms of the Agreement, the Company has elected to issue portion of the payment in the form of its common stock (“TGL Shares”) and the Company will make the remaining payment in cash/and or the equivalent value in the Company’s shares of common stock. ● On October 5, 2024 we entered into an agreement with YA II PN, Ltd, a Cayman Islands exempt limited partnership (“YA”), effective as of October 5, 2023, in which - On October 6, 2023, we made a payment to the Investor that consisted of the (i) initial Trigger Payment in the amount of $1,092,071 and (ii) an additional payment in the amount of $500,000 (of which $467,289.72 was applied as an additional reduction in the principal amount of the Convertible Debentures and $32,710.28 paid the associated 7% Redemption Premium). - YA agreed that, except as set forth below, beginning on October 5, 2023 and ending on November 18, 2023, it shall not sell any shares of common stock of the Company at a price per share less than $1.00.
(“ZCITY”), (formerly known as Gem Reward Sdn. Bhd, underwent a name change on July 20, 2023). ZCITY was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.
(“TADAA Technologies”), (formerly known as ZCity Sdn. Bhd and Gem Reward Sdn. Bhd, underwent a name change on July 31, 2025 and July 20, 2023, repectively). TADAA Technologies was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.
The License Agreement is for a period of 12 months (the “Term”). At the expiration of the Term, ZCity Sdn Bhd shall have an option to renew the term of the License Agreement for an additional 12 months.
The License Agreement is for a period of 12 months (the “Term”). At the expiration of the Term, TADAA Technologies Sdn. Bhd shall have an option to renew the term of the License Agreement for an additional 12 months. The License Agreement may be terminated if TADAA Technologies Sdn.
The information with respect to Shop Back was obtained from Shop Back’s website at https://support.shopback.my/hc/en-us/articles/360037382453-Is-there-a-payment-method-not-eligible-for-Cashback- .
The information with respect to Fave was obtained from Fave’s website at https://help.myfave.com/hc/en-us/articles/115000181194-How-do-I-pay-with-FavePay- . The information with respect to Shop Back was obtained from Shop Back’s website at https://support.shopback.my/hc/en-us/articles/360037382453-Is-there-a-payment-method-not-eligible-for-Cashback- .
We receive a commission from Digi of 0.5% for each transaction. ZCITY App users may also use Digi’s prepaid automatic internet payment service for which we receive a commission from Digi of 2.5% for each reload. The Digi agreement may be terminated by either party with 30 days’ notice.
ZCITY App users may also use Digi’s prepaid automatic internet payment service for which we receive a commission from Digi of 2.5% for each reload. The Digi agreement may be terminated by either party with 30 days’ notice. CelcomDigi kicked off full-scale integration of Digi & Celcom network in December 2022.
Subsequently in November, 2023, we met the minimum stockholders’ equity amount required by Nasdaq as a result of the closing of the November 2023 Offering (as defined below). ● On November 28, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC as the underwriter (the “Underwriter”), relating to a firm commitment underwritten public offering (the “November 2023 Offering”) of (i) 26,014,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), at a public offering price of $0.10 per share of Common Stock and (ii) 14,000,000 pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase one share of Common Stock, at a public offering price of $0.0999 per Pre-Funded Warrant.
Anand Ramakrishnan, an independent director of the Board resigned from the Board. 6 Recent Developments ● On November 28, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC as the underwriter (the “Underwriter”), relating to a firm commitment underwritten public offering (the “November 2023 Offering”) of (i) 26,014,000 shares of common stock, par value $0.00001 per share (the “Common Stock”), at a public offering price of $0.10 per share of Common Stock and (ii) 14,000,000 pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase one share of Common Stock, at a public offering price of $0.0999 per Pre-Funded Warrant.
We compete for consumers and merchants based on our ability to deliver a personalized e-commerce experience with an easy-to-use mobile app, unique cross-business reward system, instant rebate & cashback, and a trusted payment gateway which is both secure and convenient. 16 Within the Malaysian market, we believe the principal competitors to the ZCITY App to include, but not limited to Fave and Shopback.
We compete for consumers and merchants based on our ability to deliver a personalized e-commerce experience with an easy-to-use mobile app, unique cross-business reward system, instant rebate & cashback, and a trusted payment gateway which is both secure and convenient.
In order to increase the spending power of the user, our ZCITY App RP program will credit RP to the user for all MYR paid. 10 Marketing Strategy — Consumer With the number of available apps for download from the world’s leading app stores totaling over four million, we believe that structured and innovative user marketing strategy is the only way to stand out in today’s app market.
Marketing Strategy - Consumer With the number of available apps for download from the world’s leading app stores totaling over four million, we believe that structured and innovative user marketing strategy is the only way to stand out in today’s app market.
For the year ended June 30, 2024, we had approximately $200,013 cash on hand, an accumulated deficit of approximately $38.0 million at June 30, 2024, a net loss of approximately $6.59 million for the year ended June 30, 2024, and approximately $4.7 million net cash used by operating activities for the year ended June 30, 2024.
For the year ended June 30, 2025, we had approximately $0.2 million cash on hand, an accumulated deficit of approximately $61.4 million at June 30, 2024, a net loss of approximately $23.4 million for the year ended June 30, 2025, and approximately $9.5million net cash used by operating activities for the year ended June 30, 2025.
ZCity Sdn Bhd (formerly known as Gem Reward Sdn Bhd), has entered into a business partner agreement with CIMB Bank to establish a payment gateway. This agreement enables users to conveniently make payments using their CIMB Bank credit and debit cards. Additionally, users have the added benefit of enjoying rewards for their spending at ZCITY through this partnership.
TADAA Technologies Sdn. Bhd (formerly known as ZCity Sdn Bhd and Gem Reward Sdn Bhd), has entered into a business partner agreement with CIMB Bank to establish a payment gateway. This agreement enables users to conveniently make payments using their CIMB Bank credit and debit cards.
We issued 10,000,000 shares to Kok Pin “Darren” Tan, our founder and former Chief Executive Officer on July 1, 2020, who as a result became our sole shareholder. ZCity Sdn. Bhd. (formerly known as Gem Reward Sdn. Bhd, name change effected on July 20, 2023), a Malaysia private limited company was incorporated on June 6, 2017.
We issued 10,000,000 shares to Kok Pin “Darren” Tan, our founder and former Chief Executive Officer on July 1, 2020, who as a result became our sole shareholder. TADAA Technologies Sdn. Bhd. (formerly known as Zcity Sdn. Bhd and Gem Reward Sdn.
The functionality and benefit of users to use the Zstore can be summarized within the chart below: Set out below is an illustration of some of our key partnerships by category: Retail Merchant Agreements . We have retail merchant agreements with Morganfield’s Holdings Sdn.
The functionality and benefit of users to use the Zstore can be summarized within the chart below: Set out below is an illustration of some of our key partnerships by category: Retail Merchant Agreements . We have retail merchant agreements with merchants which together own more than 100 offline food and beverage franchises in Malaysia.
Since the onset of the COVID-19 pandemic, we have taken an integrated approach to helping our employees manage their work and personal responsibilities, with a strong focus on employee well-being, health, and safety. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.
We engage consultants on an as-needed basis to supplement existing staff. Since the onset of the COVID-19 pandemic, we have taken an integrated approach to helping our employees manage their work and personal responsibilities, with a strong focus on employee well-being, health, and safety.
Our marketing approach to acquire strategic partners focuses on the benefits of brand awareness, stressing the ability to access a larger pool of consumers and clients while reducing marketing expenses via joint marketing efforts like crossover marketing campaigns, digital marketing and affiliate programs.
Our marketing approach to acquire strategic partners focuses on the benefits of brand awareness, stressing the ability to access a larger pool of consumers and clients while reducing marketing expenses via joint marketing efforts like crossover marketing campaigns, digital marketing and affiliate programs. 18 Competitive Outlook We compete with other online platforms and apps for merchants, who can sell their products/services on other online shopping marketplaces and other food ordering platforms.
Local Demands Agreements . We have local demand agreements with Digi Telecommunication Sdn. Bhd. (“Digi”) and ATX Distribution Sdn. Bhd. (“ATX”) which provide ZCITY App users bill payment services. The Digi agreement was entered on December 16, 2021 and provides our users with bill payment services for all of its telecommunication products and services to postpaid subscribers.
The Digi agreement was entered on December 16, 2021 and provides our users with bill payment services for all of its telecommunication products and services to postpaid subscribers. We receive a commission from Digi of 0.5% for each transaction.
Consumers have the choice of shopping with any online or offline retailer, large marketplaces or restaurant chain.
We also compete with other e-commerce platforms and apps, fashion and lifestyle retailers and restaurants for the attention of consumers. Consumers have the choice of shopping with any online or offline retailer, large marketplaces or restaurant chain.
For example, for bill payments, the maximum deduction is up to 3% of the bill amount. For e-vouchers, the maximum deduction is up to 5% of the voucher amount.
For example, for bill payments, the maximum deduction is up to 3% of the bill amount. For e-vouchers, the maximum deduction is up to 5% of the voucher amount. In order to increase the spending power of the user, our ZCITY App RP program will credit RP to the user for all MYR paid.
Corporate Information Our principal executive offices are located at 276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong, 47100 Puchong, Selangor, Malaysia.
Corporate Information Our principal executive offices are located at 276 5 th Avenue, Suite 704 #739, New York, New York 10001 and B03-C-13A, Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.
We have set out below how we perceive the ZCITY App differentiates our offering from these competitors in the Malaysian market both downstream (services provided to consumers) and upstream (services provided to merchants). The information with respect to Fave was obtained from Fave’s website at https://help.myfave.com/hc/en-us/articles/115000181194-How-do-I-pay-with-FavePay- .
Within the Malaysian market, we believe the principal competitors to the ZCITY App to include, but not limited to Fave and Shopback. We have set out below how we perceive the ZCITY App differentiates our offering from these competitors in the Malaysian market both downstream (services provided to consumers) and upstream (services provided to merchants).
Properties We lease and maintain our offices at located at 276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong, 47100 Puchong, Selangor, Malaysia.
Properties We lease and maintain our offices at located at 276 5 th Avenue, Suite 704 #739, New York, New York 10001 andB03-C-13A, Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia. Human Capital Resources As of June 30, 2025, we had a total of 12 full-time employees.
Removed
Anand Ramakrishnan, an independent director of the Board resigned from the Board. 4 Recent Developments ● On October 9, 2023 we received a written notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is no longer in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market.
Added
Bhd, name change effected on July 31, 2025 and July 20, 2023, respectively), a Malaysia private limited company was incorporated on June 6, 2017.
Removed
Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equity of at least $2,500,000. In the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, the Company reported stockholders’ equity of $(130,332), which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1).
Added
Business Developments The following highlights recent material developments in our business: ● On October 7, 2025, the Company entered into a subscription agreement (the “Agreement”) with two Malaysian individuals, Chuah Su Chen and the Company’s director Chan Meng Chun (together with Chuah Su Chen, the “Investors”).
Removed
Bhd, and the Alley which together own more than 100 offline food and beverage franchises in Malaysia.
Added
Subject to the terms and conditions set forth in the Agreement, the Company desires to issue and sell to each Investor, and each Investor desires to subscribe for, an aggregate amount of USD200,000.00 in the Company for the allotment and issuance of common stock of the Company (“the Shares”) for the purchase price of $1.16 per share, which represents the closing price of the Company’s common stock on the Nasdaq Capital Market on October 6, 2025.The offering and sale of the Shares were made in reliance upon the exemption from the registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as the transactions were completed outside the United States with non-U.S. persons.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf links to our applications and website are not displayed prominently, traffic to our ZCITY platform could decline and our business would be adversely affected; ● The ecommerce market is highly competitive and if the Company does not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis our business could be adversely affected; ● The market for our ZCITY platform is new and unproven; ● If we are unable to expand our systems or develop or acquire technologies to accommodate increased volume or an increased variety of operating systems, networks and devices broadly used in the marketplace our ZCITY platform could be impaired; ● As we increase our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations; ● The Company’s failure to successfully market its ZCITY platform could result in adverse financial consequences; ● The Company may not be able to successfully develop and promote new products or services which could result in adverse financial consequences; ● A decline in the demand for goods and services of the merchants included in the ZCITY platform could result in adverse financial consequences; ● The effective operation of the Company’s ZCITY platform is dependent on technical infrastructure and certain third-party service providers; ● There is no assurance that the Company will be profitable; ● Illegal use of our ZCITY platform could result in adverse consequences to the Company; ● Malaysia is experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability; ● The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects; ● Fluctuations in exchange rates in the Malaysian Ringgit could adversely affect our business and the value of our securities; iii ● Regulation of gift cards or “E-vouchers” could have adverse consequences on our business; ● Litigation is costly and time consuming and could have a material adverse effect our business, results or operations and reputation; ● Our financial statements have been prepared on a going-concern basis and our continued operations are in doubt; ● We face potential liability and expense for legal claims based on the content on our Platform; ● Our intellectual property rights may be inadequate to protect us against protect us others claiming violations of their proprietary rights and the cost of enforcement could be significant; ● Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets; ● Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us; ● We are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors; ● The elimination of personal liability against our directors and officers under Delaware law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses; ● We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock. iv PART I
Biggest changeIf links to our applications and website are not displayed prominently, traffic to our ZCITY platform could decline and our business would be adversely affected; ● The ecommerce market is highly competitive and if the Company does not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis our business could be adversely affected; ● The market for our ZCITY platform is new and unproven; ● If we are unable to expand our systems or develop or acquire technologies to accommodate increased volume or an increased variety of operating systems, networks and devices broadly used in the marketplace our ZCITY platform could be impaired; ● As we increase our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations; ● The Company’s failure to successfully market its ZCITY platform could result in adverse financial consequences; ● The Company may not be able to successfully develop and promote new products or services which could result in adverse financial consequences; ● A decline in the demand for goods and services of the merchants included in the ZCITY platform could result in adverse financial consequences; ● The effective operation of the Company’s ZCITY platform is dependent on technical infrastructure and certain third-party service providers; ● There is no assurance that the Company will be profitable; ● Illegal use of our ZCITY platform could result in adverse consequences to the Company; ● Malaysia is experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability; ● The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects; ● Fluctuations in exchange rates in the Malaysian Ringgit could adversely affect our business and the value of our securities; iii ● Regulation of gift cards or “E-vouchers” could have adverse consequences on our business; ● Litigation is costly and time consuming and could have a material adverse effect our business, results or operations and reputation; ● Our financial statements have been prepared on a going-concern basis and our continued operations are in doubt; ● We face potential liability and expense for legal claims based on the content on our Platform; ● Our intellectual property rights may be inadequate to protect us against protect us others claiming violations of their proprietary rights and the cost of enforcement could be significant; ● Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets; ● Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us; ● We are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors; ● The elimination of personal liability against our directors and officers under Delaware law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses; ● We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock; ● We experienced a limited cybersecurity incident in May 2025; cybersecurity events could recur and adversely affect us; ● A limited number of customers and counterparties account for a meaningful portion of our revenues, receivables and prepayments; if any major customer reduces or delays orders, or if prepayments are not realized as planned, our results of operations and liquidity could be adversely affected. iv PART I

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties. Our principal executive offices are located at 276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong, 47100 Puchong, Selangor, Malaysia. We lease and maintain our offices, and we currently do not own any real estate.
Biggest changeItem 2. Properties. Our principal executive offices are located at 276 5 th Avenue, Suite 704 #739, New York, New York 10001 and B03-C-13A, Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia. We lease and maintain our offices, and we currently do not own any real estate.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeMine Safety Disclosures Not applicable. 37 PART II
Biggest changeMine Safety Disclosures Not applicable. 39 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(b) Warrants . None. (c) Option Grants . None. (d) Issuance of Notes . None. Transfer Agent The transfer agent for the common stock is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, New York, telephone (212) 828-8436. 38 Item 6. [Reserved] Not applicable.
Biggest changeTransfer Agent The transfer agent for the common stock is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, New York, telephone (212) 828-8436. 41 Item 6. [Reserved] Not applicable.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “TGL.” Holders As of June 30, 2024, there were 18 stockholders of record of our common stock.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “TGL.” Holders As of June 30, 2025, there were 18 stockholders of record of our common stock.
Recent Sales of Unregistered Securities During the fiscal year ended June 30, 2024, the registrant has granted or issued the following securities of the registrant that were not registered under the Securities Act, as amended. (a) Issuance of Capital Stock .
Recent Sales of Unregistered Securities During the fiscal year ended June 30, 2025, the registrant has granted or issued the following securities of the registrant that were not registered under the Securities Act, as amended. (a) Issuance of Capital Stock .
We intend to retain any future earnings to finance the operation and expansion of our business and fund our share repurchase program, and we do not expect to pay cash dividends in the foreseeable future. Securities Authorized for Issuance under Equity Compensation Plans We have not adopted any equity compensation plans as of June 30, 2024.
We intend to retain any future earnings to finance the operation and expansion of our business and fund our share repurchase program, and we do not expect to pay cash dividends in the foreseeable future. Securities Authorized for Issuance under Equity Compensation Plans We have not adopted an equity compensation plans as of June 30, 2025.
The Board and the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved the Treasure Global Inc 2023 Equity Incentive Plan on August 30, 2023 (the “2023 Plan”), and the Company intends to submit the approval of the 2023 Plan to the stockholders of the Company.
The Board and the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) approved the Treasure Global Inc 2025 Equity Incentive Plan (the “2025 Plan”), and the Company intends to submit the approval of the 2025 Plan to the stockholders of the Company on August 29, 2025.
Removed
On October 12, 2023, the Company issued 42,044 shares of its common stock to a licensor pursuant to a License and Service Agreement.
Added
On October 7, 2025, Treasure Global Inc (the “Company”) entered into a subscription agreement (the “Agreement”) with two Malaysian individuals, Chuah Su Chen and the Company’s director Chan Meng Chun (together with Chuah Su Chen, the “Investors”).
Removed
On October 30, 2023, we issued a total of 25,954 shares of our common stock to our former Chief Executive Officer, Chong Chan “Sam” Teo, and to Kok Pin “Darren” Tan in exchange for the cancellation of $321,562.08 in aggregate indebtedness.
Added
Subject to the terms and conditions set forth in the Agreement, the Company desires to issue and sell to each Investor, and each Investor desires to subscribe for, an aggregate amount of USD200,000.00 in the Company for the allotment and issuance of common stock of the Company (“the Shares”) for the purchase price of $1.16 per share, which represents the closing price of the Company’s common stock on the Nasdaq Capital Market on October 6, 2025.
Removed
From May 2023 through November 8, 2023, we have issued 72,739 shares of our common stock to YA II PN, Ltd pursuant to the terms of Convertible Debentures purchased from the Company by YA II PN, Ltd.
Added
The offering and sale of the Shares were made in reliance upon the exemption from the registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as the transactions were completed outside the United States with non-U.S. persons.
Removed
On December 19, 2023, the Company issued 142,858 shares of common stock to VT Smart Venture Sdn Bhd pursuant to a Software Development Agreement. On March 12, 2024, the Company issued 198,412 shares of common stock to Myviko Holding Sdn Bhd. pursuant to a Software Development Agreement.
Added
The Shares are subject to transfer restrictions and may not be offered to be sold in the United States absent registration or an applicable exemption under the Securities Act. 40 On October 10, 2024, the Company entered into a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian company, to establish a strategic partnership pursuant to the terms and conditions set forth in this Partnership Agreement.
Removed
On April 8, 2024, the Company issued 126,082 shares of common stock to MYUP Solution Sdn Bhd pursuant to a Software Development Agreement. On May 5, 2024, the Company issued 20,000 shares to a consultant. On May 27, 2024, the Company issued 125,955 shares of common stock to Falcon Gateway Sdn Bhd pursuant to a Software Development Agreement.
Added
Pursuant to the Partnership Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned by the Company. In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification (the “Services”) TGL agrees to pay OCTA a total fee of $2,800,000.00 (“Service Fees”) to OCTA and/or its nominees.
Added
The Service Fees shall be due and earned upon execution of this Agreement. The Service Fees shall be utilized by TGL for the Services provided by OCTA at any time during the Term of this Agreement.
Added
This includes an upfront payment for the development costs of the mini-game modules, as well as the payment of a flat fee of $10,000.00 per month, starting from the delivery of the first mini-game module, for the ongoing technical support outlined in this Agreement.
Added
The Service Fees shall include all taxes and disbursement (“Other Expenses”) due and payable to OCTA in rendering the Services under this Agreement. All such Other Expenses incurred by OCTA will be justified to TGL with valid and relevant reasons to the satisfaction of TGL.
Added
TGL shall have the sole and absolute discretion to approve such charges or claims provided that such approval shall not be unreasonably withheld by TGL.
Added
The Service Fees shall be payable by TGL to OCTA and/or its nominees via the issuance of Three Million and Five Hundred Thousand (3,500,000) shares of common stock, par value $0.00001 of TGL (the “TGL Shares”) at a determined issuance price of $0.80 per TGL Share.
Added
The TGL Shares shall be issued on a restricted basis for a period of six (6) months pursuant to the requirements of the Securities Act 1933, Rule 144.
Added
On the True-Up Date, which means the expiry date of the sixth (6th) month from the day of the issuance of TGL Shares to Octa, in the event that the 30-Day VWAP of the TGL Shares to be issued pursuant to the Agreement falls below the amount of $0.80, then TGL shall issue to OCTA additional TGL Shares equal to the difference between the Service Fees and the value of the TGL Shares on the True Up Date within fourteen (14) business days from the True Up Date.
Added
On October 29, 2024, the Company entered into a certain service agreement (the “Agreement”) with V GALLANT SDN BHD (“V Gallant”), a private company incorporated in Malaysia. Pursuant to the Agreement, the Company engaged V Gallant for its generative AI solutions and AI digital human technology services (the “Services”) in accordance with the terms and conditions therein.
Added
The Company agreed to pay V Gallant a total consideration of USD16,000,000 (the “Fees”) to V Gallant and/or its nominees for the Services and all associated hardware and software under the Agreement.
Added
The Fees shall be payable by the Company to V Gallant and/or its nominees via the issuance of shares of common stock, par value $0.00001 per share (“TGL Shares”) at a determined issuance price of $0.67 per TGL Share in the following manner: (1) the first instalment, constituting a down payment of fifty percent (50%) of the Fees, being $8,000,000), shall be due upon execution of this Agreement; and (2) the remainder, constituting fifty percent (50%) of the Fees, being $8,000,000, shall be paid in twelve (12) equal monthly instalments, commencing from January 31, 2025, with each payment due on the last day of each calendar month, until December 31, 2025, unless otherwise mutually agreed in writing by the TGL and V Gallant.
Added
The TGL Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended. (b) Warrants . None. (c) Option Grants . None. (d) Issuance of Notes . None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeOther expense, net Other expense, net, amounted to approximately $0.5 million and $1.4 million for the years ended June 30, 2024 and 2023, respectively, representing a decrease of approximately $0.9 million which was primarily attributable to we incurred other income from software developing service, net of cost of approximately $0.7 million, other income of approximately $0.2 million from disposal of Foodlink and its subsidiaries, and a decrease of amortization of debt discount of approximately $0.9 million related to our convertible note payable as we had fewer convertible notes containing debt discount that needed to be amortized for the year ended June 30, 2024 compare to the same period in 2023, offset by an unrealized loss approximately $0.8 million from marketable securities we received as service consideration in development of an artificial intelligence powered travel platform, redemption premium of approximately $0.3 million remit to our convertible note holder as a result of floor price triggering event. 46 Provision for income taxes Provision for income taxes amounted to approximately $40,000 and $98,000 for the years ended June 30, 2024 and 2023, respectively.
Biggest changeThis change was primarily attributable to (i) an increase in the gain from the change in fair value of derivative liabilities of approximately $1.8 million, (ii) a decrease in unrealized loss of approximately $0.7 million on marketable securities received as service consideration in connection with the development of an artificial intelligence–powered travel platform, (iii) a decrease in amortization of debt discount of approximately $0.4 million as the convertible notes were fully converted during the year ended June 30, 2024.
Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through or to the Manager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering.
Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through or to the Manager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering.
Financing Activities Net cash provided financing activities for the year ended June 30, 2024 was approximately $0.4 million, which mainly comprised of repayment to convertible notes, insurance loan and related party loan of approximately $3.6 million, offset by approximately $3.5 million net proceeds received from issuance of common stock and Pre-Funded Warrants related to the November 2023 Offering, approximately $0.4 million net proceeds received from issuance of common stock related to the Marketing Offering, and approximately $16,000 capital contribution.
Net cash provided financing activities for the year ended June 30, 2024 was approximately $0.4 million, which mainly comprised of repayment to convertible notes, insurance loan and related party loan of approximately $3.6 million, offset by approximately $3.5 million net proceeds received from issuance of common stock and Pre-Funded Warrants related to the November 2023 Offering, approximately $0.4 million net proceeds received from issuance of common stock related to the Marketing Offering, and approximately $16,000 capital contribution.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination.
Upon closing of the November 2023 Offering, we received aggregate net proceed of approximately $3.5 million, after deducting underwriting discounts and commission, and non-accountable expense. On March 22, 2024, we have entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. Wainwright & Co., LLC, (the “Manager”).
Upon closing of the November 2023 Offering, we received aggregate net proceed of approximately $3.5 million, after deducting underwriting discounts and commission, and non-accountable expense. On March 22, 2024, we entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. Wainwright & Co., LLC, (the “Manager”).
Actual results could differ from these estimates. 49 Accounts receivable, net Accounts receivable are recorded at the invoiced amount, net of an allowance for uncollectible accounts and do not accrue interest. We offer various payments terms to customers from cash due on delivery to 90 days based on their credit history.
Actual results could differ from these estimates. Accounts receivable, net Accounts receivable are recorded at the invoiced amount, net of an allowance for uncollectible accounts and do not accrue interest. We offer various payments terms to customers from cash due on delivery to 90 days based on their credit history.
We believe this AI technology is currently a unique market differentiator for the ZCITY App. We operate our ZCITY App on the hashtag: “#RewardsOnRewards.” We believe this branding demonstrates to users the ability to spend ZCITY App-based Reward Points (or “RP”) and “ZCITY Cash Vouchers” with discount benefits at checkout.
We believe this AI technology is currently a unique market differentiator for the ZCITY App. 42 We operate our ZCITY App on the hashtag: “#RewardsOnRewards.” We believe this branding demonstrates to users the ability to spend ZCITY App-based Reward Points (or “RP”) and “ZCITY Cash Vouchers” with discount benefits at checkout.
Consequently, this has led to a decrease in new user registrations and lower retention rates among active users on our ZCITY platform. We continuously monitor the development and participation of active users as a proportion of its total registered user base to ensure the effectiveness of our marketing and feature implantation strategies.
Consequently, this has led to a decrease in new user registrations and lower retention rates among active users on our ZCITY platform. 45 We continuously monitor the development and participation of active users as a proportion of its total registered user base to ensure the effectiveness of our marketing and feature implantation strategies.
The decline in growth of registered users and active users over the past five quarters, as of June 30, 2024, is primarily attributed to reduced E-voucher purchases from our vendor, resulting in fewer E-vouchers available for sale. Additionally, we’ve implemented reductions in marketing spending and customer rewards to enhance cost-effectiveness and operational profitability.
The decline in growth of registered users and active users over the past five quarters, as of June 30, 2025, is primarily attributed to reduced E-voucher purchases from our vendor, resulting in fewer E-vouchers available for sale. Additionally, we’ve implemented reductions in marketing spending and customer rewards to enhance cost-effectiveness and operational profitability.
Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities and currently owns less than 5% of our common stock. -ZCITY Operation We have created an innovative online-to-offline e-commerce platform business model offering consumers and merchants instant rebates and affiliate cashback programs, while providing a seamless e-payment solution with rebates in both e-commerce (i.e., online) and physical retailers/merchant (i.e., offline) settings.
Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities and currently owns less than 5% of our common stock. -TADAA Technologies Operation We have created an innovative online-to-offline e-commerce platform business model offering consumers and merchants instant rebates and affiliate cashback programs, while providing a seamless e-payment solution with rebates in both e-commerce (i.e., online) and physical retailers/merchant (i.e., offline) settings.
Our proprietary product is an application branded “ZCITY App,” which was developed through ZCITY. The ZCITY App was successfully launched in Malaysia on June 2020. ZCITY is equipped with the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App, thereby growing its reach and user base.
Our proprietary product is an application branded “ZCITY App,” which was developed through TADAA Technologies. The ZCITY App was successfully launched in Malaysia on June 2020. TADAA Technologies is equipped with the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App, thereby growing its reach and user base.
If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied. For the years ended June 30, 2024 and 2023, our foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.
If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied. For the years ended June 30, 2025 and 2024, our foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.
Inflation Although Malaysia is experiencing a high inflation rate, we do not believe that inflation has had a material adverse effect on our business as June 30, 2024, but we will continue to monitor the effects of inflation on our business in future periods.
Inflation Although Malaysia is experiencing a high inflation rate, we do not believe that inflation has had a material adverse effect on our business as June 30, 2025, but we will continue to monitor the effects of inflation on our business in future periods.
Upon closing of the November 2023 Offering, we received aggregate net proceed of approximately $3.5 million, after deducting underwriting discounts, and non-accountable expense. On March 22, 2024, we have entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. Wainwright & Co., LLC, (the “Manager”).
Upon closing of the November 2023 Offering, we received aggregate net proceed of approximately $3.5 million, after deducting underwriting discounts and commission, and non-accountable expense. 49 On March 22, 2024, we entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. Wainwright & Co., LLC, (the “Manager”).
As a result of the Share Swap Agreement, (i) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had any control over the ZCITY ordinary shares and (ii) Kok Pin “Darren” Tan the Initial ZCITY Stockholders and Chong Chan “Sam” Teo owned 100% of the shares of TGL common stock (Kok Pin “Darren” Tan owning approximately 97%).
As a result of the Share Swap Agreement, (i) TADAA Technologies became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had any control over the TADAA Technologies ordinary shares and (ii) Kok Pin “Darren” Tan the Initial TADAA Technologies Stockholders and Chong Chan “Sam” Teo owned 100% of the shares of TGL common stock (Kok Pin “Darren” Tan owning approximately 97%).
Consumers are attracted to ZCITY by the breadth of personalized deals/rewards and the interactive user experience our platform offers. The number and volume of transaction completed by our member consumers is affected by our ability to continue to enhance and expand our product and service offerings and improve the user experience. Empowering data and technology.
Consumers are attracted to TADAA Technologies by the breadth of personalized deals/rewards and the interactive user experience our platform offers. The number and volume of transaction completed by our member consumers is affected by our ability to continue to enhance and expand our product and service offerings and improve the user experience. Empowering data and technology.
When members purchase our product or make purchase with our participated vendor through ZCITY, we allocate the transaction price between the product or service, and the reward points earned based on the relative stand-alone selling prices and expected point redemption.
When members purchase our product or make purchase with our participated vendor through TADAA Technologies, we allocate the transaction price between the product or service, and the reward points earned based on the relative stand-alone selling prices and expected point redemption.
Revenue recognition Loyalty program - Performance obligations satisfied over time Our ZCITY reward loyalty program allows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases.
Revenue recognition Loyalty program - Performance obligations satisfied over time Our TADAA Technologies reward loyalty program allows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases.
Our management continuously assesses the reasonableness of the credit loss allowance policy and updates it as needed. As of June 30, 2024 and 2023, we recorded $1,100 and $214 of provision for estimated credit losses, respectively. Inventories Our inventories are recorded at the lower of cost or net realizable value, with cost determined using the first-in-first-out (FIFO) method.
Our management continuously assesses the reasonableness of the credit loss allowance policy and updates it as needed. As of June 30, 2025 and 2024, we recorded $9,924 and $1,100 of provision for estimated credit losses, respectively. 51 Inventories Our inventories are recorded at the lower of cost or net realizable value, with cost determined using the first-in-first-out (FIFO) method.
For the years ended June 30, 2024 and 2023, we incurred approximately $0.4 million and $1.8 million, respectively, in marketing and promotion expense, and recognized the same amount of product revenue at the time of redemption of the non-spending related activities reward points by our customers.
For the years ended June 30, 2025 and 2024, we incurred approximately $34,000 and $0.4 million, respectively, in marketing and promotion expense, and recognized the same amount of product revenue at the time of redemption of the non-spending related activities reward points by our customers.
If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. No impairment for long-lived assets were recorded as of June 30, 2024 and 2023.
If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. $19,517,303 and $0 impairment for long-lived assets were recorded as of June 30, 2025 and 2024, respectively.
As of June 30, 2024 and 2023, we had approximately $0.2 million and $4.6 million, respectively, in cash and cash equivalent which primarily consists of bank deposits, which are unrestricted as to withdrawal and use.
As of June 30, 2025 and 2024, we had approximately $0.2 million, in cash and cash equivalent which primarily consists of bank deposits, which are unrestricted as to withdrawal and use.
Management is trying to alleviate the going concern risk through the following sources: ● Equity financing to support our working capital; ● Financial support and credit guarantee commitments from our related parties. However, there is no guarantee that the substantial doubt about our ability to continue as a going concern will be alleviated.
Management is trying to alleviate the going concern risk through the following sources: ● Equity financing to support our working capital; However, there is no guarantee that the substantial doubt about our ability to continue as a going concern will be alleviated.
No allowance of prepayments was recorded as of June 30, 2024 and June 30, 2023. 50 Impairment for long-lived assets Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable.
Impairment for long-lived assets Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable.
The decrease was mainly attributable to the decrease in product and loyalty program revenue. 43 Product and loyalty program revenue Product revenue was generated through sales of our e-voucher, health care products and other products through our ZCITY platform while loyalty program revenue was recognized when our customers redeem their previously earned reward points from our loyalty program or upon expiration of the reward point.
The decrease was mainly attributable to the decrease in product and loyalty program revenue offset by increase in revenue from customized software development service . 46 Product and loyalty program revenue Product revenue was generated through sales of our e-voucher, health care products and other products through our ZCITY platform while loyalty program revenue was recognized when our customers redeem their previously earned reward points from our loyalty program or upon expiration of the reward point.
For the years ended June 30, 2024 and 2023, $483 and $0 write down for inventories were recorded, respectively. . Other receivables and other current assets, net Other receivables and other current assets consist of prepayment to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”), and other professional fee.
For the years ended June 30, 2025 and 2024, $0 and $483 write-downs for estimated obsolescence or unmarketable inventories were recorded. Other receivables and other current assets, net Other receivables and other current assets consist of prepayment to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”), and other professional fee.
On May 24, 2024, we had disposed Foodlink and its subsidiaries along with the food distribution operation to a third party for a consideration of $148,500. The disposal of Foodlink and its subsidiaries did not have material impact to our operation.
On May 24, 2024, we had disposed Foodlink and its subsidiaries along with the food distribution operation to a third party for a consideration of $148,500.
General and administrative expenses General and administrative expenses amounted to approximately $4.5 million and $4.7 million for the years ended June 30, 2024 and 2023, respectively, representing a decrease of approximately $0.2 million or 3.4%.
General and administrative expenses General and administrative expenses amounted to approximately $3.6 and $4.5 million for the years ended June 30, 2025 and 2024, respectively, representing a decrease of approximately $0.9 million or 19.5%.
Declines in fair value below cost deemed to be other-than-temporary are recognized as impairments in the consolidated statements of comprehensive income. For the years ended June 30, 2024 and 2023, we incurred unrealized holding loss on marketable securities amounted to approximately $828,367 and $0, respectively.
Declines in fair value below cost deemed to be other-than-temporary are recognized as impairments in the consolidated statements of comprehensive income. For the years ended June 30, 2025 and 2024, we recorded an unrealized holding loss on marketable securities of approximately $0.2 million and 0.8 million, respectively.
Transaction revenue The transaction revenue primarily consists of fees charged to merchants for participating in our ZCITY platform upon successful sales transaction and payment service taken place between the merchants and their customers online.
Transaction revenue Transaction revenue primarily consists of fees charged to merchants for participating in our ZCITY platform upon successful sales and service transactions, as well as for payment services facilitated between merchants and their customers online.
The stock-based compensation incurred for the years ended June 30, 2024, was related to compensation paid to our executive officer as part of their compensation plan and third party for professional service .
Stock-based compensation expenses Stock-based compensation expenses amounted to approximately $0.3 million and $0.1 million for the years ended June 30, 2025, and 2024, respectively. The stock-based compensation incurred for the years ended June 30, 2025 and 2024, was related to compensation paid to our executive officer as part of their compensation plan and third party for professional service.
In addition, we also engage in sales of food and beverage products through our subsidiaries, Morgan and AY Food, despite they were disposed in May 2024. The product and loyalty program revenue decrease by approximately $47.4 million or 68.9% to approximately $21.5 million for the year ended June 30, 2024 from approximately $68.9 million for the same period in 2023.
In addition, we also engage in sales of food and beverage products through our subsidiaries, Morgan and AY Food, despite they were disposed in May 2024. The product and loyalty program revenue decrease by approximately $20.8 million or 97.1% to approximately $0.6 million for the years ended June 30, 2025 from approximately $21.5 million for the same period in 2024.
Tan’s common control over TGL and ZCITY see Part I, Item 1. “Business – Corporate Structure.” On March 11, 2021, TGL and ZCITY were reorganized into a parent subsidiary structure pursuant to the Share Swap Agreement in which TGL exchanged the swap shares for all of the issued and outstanding equity of ZCITY.
“Business – Corporate Structure.” On March 11, 2021, TGL and TADAA Technologies were reorganized into a parent subsidiary structure pursuant to the Share Swap Agreement in which TGL exchanged the swap shares for all of the issued and outstanding equity of TADAA Technologies.
To date, we financed our operations primarily through cash flows from contribution from stockholders, issuance of convertible notes, related party loans and our completion of initial underwritten public offering.
Our liquidity needs are to meet working capital requirements and operating expense obligations. To date, we financed our operations primarily through cash flows from contribution from stockholders, issuance of convertible notes, related party loans and our completion of initial underwritten public offering.
Our gross margin improved from 0.8% for the year ended June 30, 2023 from 3.7% for the same period in 2024, representing an enhancement of 2.9% in our gross margin percentage.
Our gross margin improved to 71.6% for the year ended June 30, 2025 from 3.7% for the same period in 2024, representing an enhancement of 67.9% in our gross margin percentage.
Our ability to engage our member consumers and empower our merchants and their brands is affected by the breadth and depth of our data insights, such as the accuracy of our members’ shopping preferences, and our technology capabilities and infrastructure, and our continued ability to develop scalable services and upgrade our platform user experience to adapt to the quickly evolving industry trends and consumer preferences.
Our ability to engage our member consumers and empower our merchants and their brands is affected by the breadth and depth of our data insights, such as the accuracy of our members’ shopping preferences, and our technology capabilities and infrastructure, and our continued ability to develop scalable services and upgrade our platform user experience to adapt to the quickly evolving industry trends and consumer preferences. 44 Our Investment in User Base, Technology, People and Infrastructure We have made, and will continue to make, significant investments in our platform to attract consumers and merchants, enhance user experience and expand the capabilities and scope of our platform.
Supply Chain Disruptions Although there have been Russia’s February 2022 invasion of Ukraine and the 2023 Middle East conflicts that may have affected the operations of some of our online and offline merchants, these disruptions have not had a material adverse effect on our business as of June 30, 2024, but we will continue to monitor the effects of above mentioned disruptions on our business in future periods. 41 Key Operating Metrics Our management regularly reviews a number of metrics to evaluate our business, measures our performance, identifies trends, formulates financial projections and makes strategic decisions.
Supply Chain Disruptions Although there have been Russia’s February 2022 invasion of Ukraine and the 2023 Middle East conflicts that may have affected the operations of some of our online and offline merchants, these disruptions have not had a material adverse effect on our business as of June 30, 2025, but we will continue to monitor the effects of above mentioned disruptions on our business in future periods.
On November 30, 2023, we closed our November 2023 Offering of (i) 26,014,000 shares of common stock, at a public offering price of $0.10 per share, and (ii) 14,000,000 Pre-Funded Warrants, each with the right to purchase one share of Common Stock, at a public offering price of $0.0999 per Pre-Funded Warrant.
On November 30, 2023, we closed our November 2023 Offering of (i) 7,433 shares of common stock, at a public offering price of $350 per share of Common Stock and (ii) 4000 pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase one of Common Stock, at a public offering price of $350 per Pre-Funded Warrant.
Our longer-term goal is for the ZCITY App and its ever-developing technology to become one of the most well-known commercialized applications more broadly in Southeast Asia and Japan.
Our longer-term goal is for the ZCITY App and its ever-developing technology to become one of the most well-known commercialized applications more broadly in Southeast Asia and Japan. As of February 10, 2025, we had 2,707,610 registered users and 2,027 registered merchants.
The following summarizes the key components of our cash flows for the years ended June 30, 2024 and 2023: For the Years Ended June 30, 2024 June 30, 2023 Net cash used in operating activities $ (4,712,806 ) $ (9,560,285 ) Net cash used in investing activities (252,614 ) (61,244 ) Net cash provided by financing activities 350,473 12,659,188 Effect of exchange rate on cash and cash equivalents 221,326 (289,257 ) Net change in cash and cash equivalents $ (4,393,621 ) $ 2,748,402 Operating Activities Net cash used in operating activities for the year ended June 30, 2024 was approximately $4.7 million and was mainly comprised of the net loss of approximately $6.6 million , non-cash other incomes of approximately $1.0 million from software developing service related to VCI’s project, and approximately $0.2 million from disposal of Foodlink and its subsidiaries as mentioned above in other expense, net, increase of prepayments of approximately $0.1 million as our vendors required us to make deposit to secure the purchase, decrease of customer deposit of approximately $0.1 million as we realized more membership subscription revenue from the customer deposit collected from prior period, and decrease of other payables and accrued liabilities of approximately $0.1 million as made timely payment to our service providers, offset by non-cash items of depreciation, amortization, allowance for credit losses, stock-based compensation and unrealized loss on marketable securities amounted to approximately $2.4 million, decrease of inventories of approximately $0.3 million as we reduced our purchase and intended to maintain a more effective inventory level, decrease of approximately $0.4 million in other receivables and other current assets is attributed to the utilization of prepaid information technology and insurance expenses from previous periods in the current period, and increase of approximately $0.3 million in accounts payable as we made more purchases on account.
Net cash used in operating activities for the year ended June 30, 2024 was approximately $4.7 million and was mainly comprised of the net loss of approximately $6.6 million, non-cash other incomes of approximately $1.0 million from software developing service related to VCI’s project, and approximately $0.2 million from disposal of Foodlink and its subsidiaries as mentioned above in other expense, net, increase of prepayments of approximately $0.1 million as our vendors required us to make deposit to secure the purchase, decrease of customer deposit of approximately $0.1 million as we realized more membership subscription revenue from the customer deposit collected from prior period, and decrease of other payables and accrued liabilities of approximately $0.1 million as made timely payment to our service providers, offset by non-cash items of depreciation, amortization, allowance for credit losses, stock-based compensation and unrealized loss on marketable securities amounted to approximately $2.4 million, decrease of inventories of approximately $0.3 million as we reduced our purchase and intended to maintain a more effective inventory level, decrease of approximately $0.4 million in other receivables and other current assets is attributed to the utilization of prepaid information technology and insurance expenses from previous periods in the current period, and increase of approximately $0.3 million in accounts payable as we made more purchases on account. 50 Investing Activities Net cash used in investing activities for the year ended June 30, 2025 was approximately $5.9 million which mainly due to remittance of approximately $5.7 million to CLSB as a collaboration deposit to support CLSB’s credit service activities for the Portfolio Clients, and approximately $0.2 million prepayment of purchase consideration for acquisition of Tien Ming Distribution Sdn Bhd.
As of June 30, 2024, we recorded 2,701,189 registered users and 26,819 active users on the ZCITY platform. On average, our registered user base has grown by approximately 2.0% over the past five quarters, while our active user numbers have experienced an average decline of 38.3%.
As of June 30, 2025, we recorded 2,708,053 registered users and 4,887 active users on the ZCITY platform. On average, our registered user base has grown by approximately 0.1% over the past five quarters, while our active user numbers have experienced an average decrease of 32.0%.
Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liability through current period revenue by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period.
Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liability through current period revenue by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period. 52 Customized Software development Service revenue - Performance obligations satisfied over time We recognize revenue from customized software development services over time using the cost-to-cost input method to measure progress toward satisfaction of our performance obligations.
We valued the Pre-Funded Warrants at issuance concluding the purchase price approximated the fair value and allocated net proceeds from the purchase proportionately to the common stock and Pre-Funded Warrants, of which $1,398,600 was allocated to the Pre-Funded Warrants and recorded as a component of additional paid in capital.
We valued the Pre-Funded Warrants at issuance concluding the purchase price approximated the fair value and allocated net proceeds from the purchase proportionately to the common stock and Pre-Funded Warrants, of which $1,398,600 was allocated to the Pre-Funded Warrants and recorded as a component of additional paid in capital. - Fair value of Alumni Capital warrants We account for the purchase warrants issued to Alumni Capital LP (“Alumni Capital”) as liabilities, which are remeasured at fair value at each reporting period, with changes in fair value recognized in our consolidated statements of operations.
A BCF is recorded by us as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and we amortize the discount to interest expense, over the life of the debt.
A BCF is recorded by us as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and we amortize the discount to interest expense, over the life of the debt. 53 Warrants - Fair value of Pre-Funded Warrants For the year ended June 30, 2024, 14,000,000 Pre-Funded Warrants were issued in connection with the November 2023 Offering.
The main metrics we consider, and our results for last five quarters, are set forth in the table below: For the Quarters Ended June 30, September 30, December 31, March 31, June 30, 2023 2023 2023 2024 2024 Number of new registered user (1) 98,087 102,752 38,934 12,405 4,934 Number of active users (2) 378,414 187,180 156,979 41,458 26,819 Number of new participating merchants 2 16 1 - - (1) Registered are persons who have registered on the ZCITY App.
The main metrics we consider, and our results for last five quarters, are set forth in the table below: For the Quarters Ended June 30, September 30, December 31, March 31, June 30, 2024 2024 2024 2025 2025 Number of new registered user (1) 12,405 293 2,016 1,467 88 Number of active users (2) 41,458 25,216 21,734 10,647 4,887 Number of new participating merchants - - - - - (1) Registered are persons who have registered on the ZCITY App.
As of As of As of As of As of June 30, September 30, December 31, March 31, June 30, 2023 2023 2023 2024 2024 Accumulated registered users 2,542,164 2,644,916 2,683,850 2,696,255 2,701,189 Accumulated Participating merchants) 2,010 2,026 2,027 2,027 2,027 We have experienced a decrease in growth rate in registered users, and a decline of active users over our last five quarters as of June 30, 2024.
As of As of As of As of As of June 30, September 30, December 31, March 31, June 30, 2024 2024 2024 2024 2025 Accumulated registered users 2,701,189 2,704,482 2,706,498 2,707,965 2,708,053 Accumulated Participating merchants 2,027 2,027 2,027 2,027 2,027 We have experienced a decrease in growth rate in registered users, and a decline of active users over our last five quarters as of June 30, 2025.
Accordingly, our churn and retention rates of the active user base at the end of last five quarters as of June 30, 2024 is as follows: Starting Ending Total active users New active users (registered within the quarter) Existing active users Active users churn rate Active users retention rate April 1, 2023 June 30, 2023 378,414 93,516 284,898 36.6 % 63.4 % July 1, 2023 September 30, 2023 187,180 93,836 93,344 75.3 % 24.7 % October 1, 2023 December 31, 2023 156,979 38,934 118,045 36.9 % 63.1 % January 1, 2024 March 31, 2024 41,458 12,705 28,753 81.7 % 18.3 % April 1, 2024 June 30, 2024 26,819 4,634 22,185 46.5 % 53.5 % The retention rate and churn rate for our active users are calculated as follows: Retention rate of active users for any quarter = Existing active users Total active users in the past quarter Churn rate of active users for any quarter = Total active users from past quarter minus current quarter existing active users Total active users in the past quarter We have used different strategies to build and maintain our users and increase their engagement.
Accordingly, our churn and retention rates of the active user base at the end of last five quarters as of June 30, 2025 is as follows: Starting Ending Total active users New active users (registered within the quarter) Existing active users Active users churn rate Active users retention rate April 1, 2024 June 30, 2024 26,819 4,634 22,185 46.5 % 53.5 % July 1, 2024 September 30, 2024 25,216 3,293 21,923 18.3 % 81.7 % October 1, 2024 December 30,2024 21,734 2,016 19,718 21.8 % 78.2 % January 1, 2025 March 31, 2025 10,647 1,467 9,180 57.8 % 42.2 % April 1, 2025 June 30, 2025 4,887 88 4,799 54.9 % 45.1 % The retention rate and churn rate for our active users are calculated as follows: Retention rate of active users for any quarter = Existing active users Total active users in the past quarter Churn rate of active users for any quarter = Total active users from past quarter minus current quarter existing active users Total active users in the past quarter We have used different strategies to build and maintain our users and increase their engagement.
For the year ended June 30, 2024, we have received an aggregated net proceed of $431,811, net of broker fee from issuance of 94,889 shares of common stock which sell through or to the Manager.
As of June 30, 2025, we have received an aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of 33,566 shares of common stock which sell through or to the Manager.
Our management reviews historical accounts receivable collection rates across all aging brackets and has made 100% provision of credit loss for customer balances aged above 120 days for sales of healthcare products on our ZCITY platform and 100% provision for customer balances aged above 60 days for sublicensing revenue and sales of food and beverage products.
Account balances are charged off against the allowance when all collection efforts have been exhausted, and recovery potential is deemed remote. Our management reviews historical accounts receivable collection rates across all aging brackets and has made 100% provision of credit loss for customer balances aged above 120 days for sales of healthcare products on our ZCITY platform.
Results of Operation For the Years ended June 30, 2024 and 2023 Revenue Our breakdown of revenues by categories for the years ended June 30, 2024 and 2023, respectively, is summarized below: For the Years Ended June 30, Change 2024 % 2023 % % Product and loyalty program revenue $ 21,455,862 97.2 % $ 68,899,687 99.3 % (68.9 )% Transaction revenue 61,241 0.3 % 75,274 0.1 % (18.6 )% Member subscription revenue 375,949 1.7 % 383,538 0.6 % (2.0 )% Sublicence revenue 173,777 0.8 % 49,820 0.1 % 248.2 % Total revenues $ 22,066,829 100.0 % $ 69,408,319 100.0 % (68.2 )% Total revenues decreased by approximately $47.3 million or 68.2% to approximately $22.1 million for the year ended June 30, 2024 from approximately $69.4 million for the year ended June 30, 2023.
Results of Operation For the years ended June 30, 2025 and 2024 Revenue Our breakdown of revenues by categories for the years ended June 30, 2025 and 2024, respectively, is summarized below: For the Years Ended June 30, Change 2025 % 2024 % % Product and loyalty program revenue $ 619,897 26.6 % $ 21,455,862 97.2 % (97.1 )% Transaction revenue 127,127 5.5 % 61,241 0.3 % 107.6 % Member subscription revenue 103,533 4.4 % 375,949 1.7 % (72.5 )% Sublicence revenue - - % 173,777 0.8 % (100.0 )% Customized software development service 1,480,000 63.5 % - - % 100.0 % Total revenues $ 2,330,557 100.0 % $ 22,066,829 100 % (89.4 )% Total revenues decreased by approximately $19.7 million or 89.4% to approximately $2.3 million for the years ended June 30, 2025 from approximately $22.1 million for the years ended June 30, 2024.
Accordingly, the proportion of total registered users that we consider active users at the end last five quarters as of June 30, 2024 is as follows: Starting Ending Total registered users Total active users Total active users to total registered users April 1, 2023 June 30, 2023 2,542,164 378,414 14.9 % July 1, 2023 September 30, 2023 2,644,916 187,180 7.1 % October 1, 2023 December 31, 2023 2,542,164 156,979 6.2 % January 1, 2024 March 31, 2024 2,696,555 41,458 1.5 % April 1, 2024 June 30, 2024 2,701,189 26,819 1.0 % 42 We continuously monitor the development of the churn and retention rates of the active user base.
Accordingly, the proportion of total registered users that we consider active users at the end last five quarters as of June 30, 2025 is as follows: Starting Ending Total registered users Total active users Total active users to total registered users April 1, 2024 June 30, 2024 2,701,189 26,819 1.0 % July 1, 2024 September 30, 2024 2,704,482 25,216 0.9 % October 1, 2024 December 31, 2024 2,706,498 21,734 0.1 % January 1, 2025 March 31, 2025 2,707,965 10,647 0.4 % April 1, 2025 June 30, 2025 2,708,053 4,887 0.2 % We continuously monitor the development of the churn and retention rates of the active user base.
The decrease was mainly attributable to a decrease in marketing and promotion expense of approximately $2.8 million related to promoting our ZCITY platform.
Selling expenses Selling expenses amounted to approximately $0.1 million and $1.8 million for the years ended June 30, 2025 and 2024, respectively, representing a decrease of approximately $1.6 million or 92.6%. The decrease was mainly attributable to a decrease in marketing and promotion expense of approximately $1.2 million related to promoting our ZCITY platform.
Net cash used in investing activities for the year ended June 30, 2023 was approximately $61,000, which mainly due to purchase of equipment of approximately $87,000 for our operations used, and offset with proceeds of approximately $26,000 received from disposal of our office equipment.
Net cash used in investing activities for the year ended June 30, 2024 was approximately $0.3 million, which was mainly due to purchase of equipment and intangible assets of approximately $17,000, and $0.2 million, respectively, for our operations used, and approximately $45,000 of cash released, net of cash received from disposal of Foodlink and its subsidiaries.
TGL has no substantive operations other than holding all of the outstanding shares of ZCity Sdn Bhd (“ZCITY”), (formerly known as Gem Reward Sdn. Bhd, underwent a name change on July 20, 2023). It was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.
TGL has no substantive operations other than holding all of the outstanding shares of TADAA Technologies Sdn. Bhd. (“TADAA Technologies”), (formerly known as ZCity Sdn Bhd and Gem Reward Sdn. Bhd, underwent a name change on July 31, 2025 and July 20, 2023, respectively) and TADAA Ventures Sdn. Bhd.
The decrease in revenue was primarily attributable to our strategic decision to reduce spending on customer rewards and marketing campaigns in order to enhance cost-effectiveness and profitability in our operations.
The decline in revenue was primarily driven by the company’s strategic decision to streamline its product line, with a particular focus on eliminating lower-margin products, mainly e-vouchers. In addition, the decrease was attributable our strategic decision to reduce spending on customer rewards and marketing campaigns in order to enhance cost-effectiveness and profitability in our operations.
As of September 25, 2024, we had 2,704,306 registered users and 2,027 registered merchants. 39 Southeast Asia (“SEA”) consumers have access to a plethora of smart ordering, delivery and “loyalty” websites and apps, but in our experience, SEA consumers very rarely receive personalized deals based on their purchases and behavior.
Southeast Asia (“SEA”) consumers have access to a plethora of smart ordering, delivery and “loyalty” websites and apps, but in our experience, SEA consumers very rarely receive personalized deals based on their purchases and behavior. The ZCITY App targets consumer through the provision of personalized deals based on consumers’ purchase history, location and preferences.
For the year ended June 30, 2024, we have received an aggregated net proceed of $431,811, net of broker fee from issuance of 94,889 shares of common stock which sell through or to the Manager. 40 -Business Development Since December 2022, we have been developing the TAZTE Smart F&B system (“TAZTE”), a comprehensive solution designed to facilitate digital transformation for registered food and beverage (“F&B”) outlets across Malaysia.
As of June 30, 2025, the Company has issued 71,333 shares of Offered Shares to the Investors and received aggregate net proceed of $1,177,000. -Business Development Since December 2022, we have been developing the TAZTE Smart F&B system (“TAZTE”), a comprehensive solution designed to facilitate digital transformation for registered food and beverage (“F&B”) outlets across Malaysia.
The ZCITY App targets consumer through the provision of personalized deals based on consumers’ purchase history, location and preferences. Our technology platform allows us to identify the spending trends of our customers (the when, where, why, and how much).
Our technology platform allows us to identify the spending trends of our customers (the when, where, why, and how much).
From July to September 2024, the Company received net proceed of $2,457,456, net of broker fee from issuance of 1,583,418 shares of common stock which sell through or to the Manager related to the Marketing Offering Agreement. 47 Despite receiving the proceeds from offerings, and issuance of convertible notes, management is of the opinion that we will not have sufficient funds to meet the working capital requirements and debt obligations as they become due starting from one year from the date of this report due to our recurring loss.
Despite receiving the proceeds from various offerings, management is of the opinion that we will not have sufficient funds to meet the working capital requirements and debt obligations as they become due starting from one year from the date of this report due to our recurring loss.
On November 30, 2023, we closed our underwritten public offering (the “November 2023 Offering”) of (i) 371,629 (26,014,000 pre reverse split) shares of common stock, at a public offering price of $7 ($0.10 pre reverse split) per share of Common Stock and (ii) 14,000,000 pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase 0.01 (one share pre reverse split) of Common Stock, at a public offering price of $0.0999 per Pre-Funded Warrant.
Management’s Discussion and Analysis of Financial Condition and Results of Operations have been retroactively stated to reflect the effect of the February 2024 Split and April 2025 Split. - Financing Development On November 30, 2023, we closed our underwritten public offering (the “November 2023 Offering”) of (i) 7,433 shares of common stock, at a public offering price of $350 per share of Common Stock and (ii) 4000 pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase one of Common Stock, at a public offering price of $350 per Pre-Funded Warrant.
Prior to March 11, 2021, TGL and ZCITY were separate companies under the common control of Kok Pin “Darren,” Tan which resulted from Mr. Tan’s prior 100% ownership of TGL and his prior 100% voting and investment control over ZCITY pursuant to the Beneficial Shareholding Agreements. For a more detailed description of the Beneficial Shareholding Agreements and Mr.
Tan’s prior 100% ownership of TGL and his prior 100% voting and investment control over TADAA Technologies pursuant to the Beneficial Shareholding Agreements. For a more detailed description of the Beneficial Shareholding Agreements and Mr. Tan’s common control over TGL and TADAA Technologies see Part I, Item 1.
The decrease was primarily due to we experienced slowdown in acquiring new customers to participate in our Zmember program . As of June 30, 2024 and 2023, we had 28,927 and 22,861 customers who subscribed to our Zmember program, respectively.
As of June 30, 2025 and 2024, we had 27,620 and 28,927 customers who subscribed to our Zmember program, respectively.
However, due to insufficient participation from merchant clients, management has decided to discontinue the program as of June 2024.
However, due to insufficient participation from merchant clients, management has decided to discontinue the program as of June 2024. Since July 2024, we formalized agreements to develop and implement a Smart Campus System at ELMU University in Nilai, Malaysia.
Gross profit Our gross profit from our major revenue categories is summarized as follows: For the Year Ended June 30, 2024 For the Year Ended June 30, 2023 Change Percentage Change Product and loyalty program revenue Gross profit $ 398,476 $ 41,771 $ 356,705 854.7 % Gross margin 1.9 % 0.1 % 1.8 % Transaction revenue Gross profit $ 61,241 $ 75,274 $ (14,033 ) (18.6 )% Gross margin 100 % 100.0 % — % Member subscription revenue Gross profit $ 375,949 $ 383,538 $ (7,589 ) (2.0 )% Gross margin 100 % 100 % — % Sublicense revenue Gross (loss) profit $ (19,604 ) $ 22,701 $ (42,305 ) (186.4 )% Gross margin (11.5 )% 45.6 % (57.0 )% Total Gross profit $ 816,062 $ 523,284 $ 292,778 56.0 % Gross margin 3.7 % 0.8 % 2.9 % 45 Our gross profit for the year ended June 30, 2024, amounted to approximately $0.8 million as compared to approximately $0.5 million for the same period in 2023, reflecting an increase of approximately $0.3 million or 56.0%.
The decrease was consistent with the decline in our revenue. 47 Gross profit Our gross profit from our major revenue categories is summarized as follows: For the Year Ended June 30, 2025 For the Year Ended June 30, 2024 Change Percentage Change Product and loyalty program revenue Gross profit $ 413,791 $ 398,476 $ 15,315 3.8 % Gross margin 66.8 % 1.9 % 64.9 % Transaction revenue Gross profit $ 127,127 $ 61,241 $ 65,886 107.6 % Gross margin 100.0 % 100 % - % Member subscription revenue Gross profit $ 103,533 $ 375,949 $ (272,416 ) (72.5 )% Gross margin 100.0 % 100 % - % Sublicense revenue Gross (loss) profit $ - $ (19,604 ) $ 19,604 100.0 % Gross margin - % (11.5 )% 11.5 % Customized software development service revenue Gross (loss) profit $ 1,025,374 $ - $ 1,025,374 100.0 % Gross margin 69.3 % - % 69.3 % Total Gross profit $ 1,669,825 $ 816,062 $ 853,763 104.6 % Gross margin 71.6 % 3.7 % 67.9 % Our gross profit for the year ended June 30, 2025, amounted to approximately $1.7 million as compared to approximately $0.8 million for the same period in 2024, reflecting an increase of approximately $0.8 million or 104.6%.
We used a modified retrospective approach, and the adoption does not have an impact on our unaudited condensed consolidated financial statements. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make adjustments in the allowance when it is considered necessary.
Accounts receivable encompass amounts due from sales of healthcare products on our ZCITY platform. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make adjustments in the allowance when it is considered necessary.
The decrease was primarily attributed to decrease in salary expenses and professional fee expense of approximately $0.6 million and $0.7 million, respectively, to promote our operation effectiveness, offset by the increase in depreciation and amortization expense of approximately $0.6 million as we acquired more intangible assets during the year ended June 30, 2024, and incurred more bad debts expense of approximately $0.4 million due to increase of allowance for credit loss against accounts receivable and other receivables.
The decrease was primarily attributed to decrease salary expenses of approximately $0.8 million, decrease of professional fee of approximately $0.4 million, decrease of D&O insurance of approximately $0.6 million, and decrease of depreciation and amortization expense of approximately $0.2 million to promote our operation effectiveness. 48 Research and development expenses Research and development expense amounted to approximately $0.2 million and $0.5 million for the years ended June 30, 2025 and 2024, respectively, representing 58.0% increase as we incurred more spending in A.I related infrastructure development.
The fair value of the stock-based compensation which included warrants and common stock issued were estimated to be $11,111 and $819,332 for the years ended June 30, 2024 and 2023, respectively. Convertible notes We evaluate our convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives.
For the years ended June 30, 2025 and 2024, we have incurred stock-based compensation from our officer amounted to approximately $0.3 million and $0.1 million, respectively based on the vesting schedule from the Employment Agreements. Convertible notes We evaluate our convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives.
Member subscription revenue Member subscription revenue primarily consists of fees charged to customers who sign up for Zmember, our membership program that offers exclusive savings, bonuses, and referral rewards. For the year ended June 30, 2024, member subscription revenue decreased by 2.0% to approximately $376,000, from approximately $384,000 for the same period in 2023.
In return, CLSB agreed to pay us a transaction fee upon successful transactions and share 50% of the revenue derived from these Portfolio Clients. Member subscription revenue Member subscription revenue primarily consists of fees charged to customers who sign up for Zmember, our membership program that offers exclusive savings, bonuses, and referral rewards.
The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of our common stock, expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect our best estimates, but they involve inherent uncertainties based on market conditions generally outside our control.
The fair value of these warrants is estimated using the Black-Scholes option pricing model, which requires the use of significant judgment and assumptions, including expected stock price volatility, risk-free interest rate, expected life of the warrant, and the market price and exercise price of our common stock.
Operating expenses Our operating expenses consist of selling expenses, general and administrative expenses, research and development expenses and stock-based compensation expenses. Selling expenses Selling expenses amounted to approximately $1.8 million and $4.7 million for the years ended June 30, 2024 and 2023, respectively, representing a decrease of approximately $3.0 million or 62.7%.
This project carried a relatively high gross profit margin of approximately 77.8%, which boosted our overall gross profit margin for the year ended June 30, 2025. Operating expenses Our operating expenses consist of selling expenses, general and administrative expenses, research and development expenses and stock-based compensation expenses.
As we had disposed Foodlink and its subsidiaries along with the food distribution and sublicensing operation in May 2024, we would no longer generate revenue from sublicense going forward. 44 Cost of revenue Our breakdown of cost of revenue by categories for the years ended June 30, 2024, and 2023, respectively, is summarized below: For the Years Ended June 30, Change 2024 2023 % Product and loyalty program revenue $ 21,057,386 $ 68,857,916 (69.4 )% Sublicense revenue 193,381 27,119 613.1 % Total cost of revenue $ 21,250,767 $ 68,885,035 (69.2 )% Cost of revenue mainly consists of the purchases of the gift card or “E-voucher” pin code, health care product and food and beverage products which is directly attributable to our product revenue.
The project is scheduled for completion within 12 months of the agreement’s start date Cost of revenue Our breakdown of cost of revenue by categories for the years ended June 30, 2025, and 2024, respectively, is summarized below: For the Years Ended June 30, Change 2025 2024 % Product and loyalty program revenue $ 206,106 $ 21,057,386 (99.0 )% Sublicense revenue - 193,381 (100.0 )% Customized software development service 454,626 - (100.0 )% Total cost of revenue $ 660,732 $ 21,250,767 (96.9 )% Cost of revenue primarily consists of purchases of gift cards or “E-voucher” PIN codes, healthcare products, and food and beverage products, which are directly attributable to our product revenue.
Cost of revenue also consists of monthly license payment made to our licensor to maintain our good standing for the right of use the Trademark which is attributable to our sublicense revenue. Total cost of revenue decreased by approximately $47.6 million or 69.2% for the year ended June 30, 2024 compared with the same period in 2023.
Total cost of revenue decreased by approximately $21.0 million, or 96.9%, for the years ended June 30, 2025, compared to the same period in 2024.
Net cash provided by financing activities for the year ended June 30, 2023 was approximately $12.7 million, which mainly comprised of proceeds received from the issuance of convertible notes to third parties of approximately $7.7 million, proceeds received from our initial public offering of approximately $8.2 million, and proceeds received from third parties loans of approximately $0.6 million, offset by repayment to related parties, third parties loans, and insurance loan of approximately $3.8 million, repayment of senior note of $65,000, and $15,000 payment of deferred offering costs.
Financing Activities Net cash provided financing activities the years ended June 30, 2025 was approximately $15.4 million, which mainly comprised of approximately $15.4 million net proceeds received from issuance of common stock through market offering, subscription agreement and share purchase agreement, approximately $64,000 proceed received from exercised of warrants, and loan proceed of approximately $51,000, offset by payments of insurance loan and related party loan of approximately $54,000.
For the years ended June 30, 2024 and 2023, sublicense revenue was amounted to approximately $174,000 and $50,000, respectively.
Other income (expense), net Other expense, net, amounted to approximately $1.0 million and $0.5 million for the year ended June 30, 2025 and 2024, respectively.
Net losses Our net losses decreased by approximately $5.1 million predominately due to the reasons as discussed above. Liquidity and Capital Resources In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our liquidity needs are to meet working capital requirements and operating expense obligations.
Net loss We generated net loss of approximately $23.4 million and $6.6 million for the years ended June 30, 2025 and 2024, respectively, representing a change of approximately $6.4 million. The change was primarily attributable to the factors discussed above. Liquidity and Capital Resources In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments.
Removed
Recent Development -Financing Development On August 15, 2022, we had closed our initial underwritten public offering of 32,858 (2,300,000 pre reverse split) shares of common stock, par value $0.00001 per share, at $280 ($4.00 pre reverse split) per share.
Added
(formerly known as VWXYZ Venture Sdn Bhd, underwent a name change on July 29, 2025). It was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization. Prior to March 11, 2021, TGL and TADAA Technologies were separate companies under the common control of Kok Pin “Darren,” Tan which resulted from Mr.
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Meanwhile we received net proceeds of approximately $8.2 million, net of underwriting discounts and commissions and fees, and other estimated offering expenses amounted to approximately $1.0 million.
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The disposal of Foodlink and its subsidiaries did not have material impact to our operation. -Customized Software development service During the fiscal year, the Company initiated a new revenue stream in the ordinary course of business by offering customized software development services, primarily targeting enterprise clients.
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Our Investment in User Base, Technology, People and Infrastructure We have made, and will continue to make, significant investments in our platform to attract consumers and merchants, enhance user experience and expand the capabilities and scope of our platform.

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