PART I. FINANCIAL INFORMATION [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The company's financial position shows significant asset growth and a swing to net income, despite revenue decline and substantial going concern doubts [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets surged to **$30.4 million** from **$4.3 million**, driven by intangible assets and receivables, significantly increasing stockholders' equity Condensed Consolidated Balance Sheet Highlights (USD) | Balance Sheet Item | March 31, 2025 (Unaudited) | June 30, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $10,671,192 | $956,714 | | **Total Assets** | **$30,417,481** | **$4,278,585** | | Intangible assets, net | $15,153,640 | $3,130,936 | | **Total Current Liabilities** | $1,304,367 | $895,109 | | **Total Liabilities** | **$1,304,367** | **$897,852** | | **Total Stockholders' Equity** | **$29,113,114** | **$3,380,733** | [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Revenue declined significantly, yet the company achieved net income due to a substantial gain from derivative liabilities, despite ongoing operational losses Statement of Operations Highlights (USD) | Metric | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | Nine Months Ended Mar 31, 2025 | Nine Months Ended Mar 31, 2024 | | :--- | :--- | :--- | :--- | :--- | | **Revenues** | $666,521 | $1,596,129 | $1,175,790 | $21,773,829 | | **Gross Profit** | $486,283 | $217,006 | $882,406 | $725,243 | | **Loss from Operations** | ($43,409) | ($1,370,554) | ($1,548,092) | ($4,378,577) | | **Change in fair value of derivative liabilities** | $1,781,758 | - | $1,781,758 | - | | **Net Income (Loss)** | **$1,259,965** | **($1,713,315)** | **$76,926** | **($5,044,541)** | | **Basic and Diluted EPS** | $1.09 | ($116.03) | $0.14 | ($732.60) | [Unaudited Condensed Consolidated Statements of Change in Stockholders' Equity (Deficiency)](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Change%20in%20Stockholders'%20Equity%20(Deficiency)) Stockholders' equity significantly increased to **$29.1 million** due to substantial common stock issuances from various financing activities - Total stockholders' equity grew from **$3,380,733** at the beginning of the period to **$29,113,114** at March 31, 2025[20](index=20&type=chunk)[21](index=21&type=chunk) - Key activities increasing equity include the issuance of common stock for a market offering (net **$2.46M**), a share purchase agreement (net **$6.2M**), a subscription agreement (**$1.18M**), and for software development services (**$17.4M**)[20](index=20&type=chunk)[21](index=21&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash outflow increased to **$5.8 million**, offset by **$10.4 million** from financing activities, resulting in a modest cash increase Cash Flow Summary (USD) | Cash Flow Activity | Nine Months Ended March 31, 2025 | Nine Months Ended March 31, 2024 | | :--- | :--- | :--- | | **Net cash used in operating activities** | ($5,817,360) | ($4,160,429) | | **Net cash used in investing activities** | ($4,347,614) | ($206,671) | | **Net cash provided by financing activities** | $10,357,274 | $1,219 | | **Net increase (decrease) in cash** | $81,014 | ($4,287,102) | - Financing activities were primarily driven by proceeds from the issuance of common stock through market offerings (**$2.46M**), a share purchase agreement (**$6.71M**), and a subscription agreement (**$1.18M**)[24](index=24&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's strategic shift to software, going concern doubts, significant equity transactions, and customer concentration risks - The company operates the ZCITY O2O e-commerce platform and launched a new revenue stream from customized software development services during the three months ended March 31, 2025[29](index=29&type=chunk)[32](index=32&type=chunk) - Management has substantial doubt about the company's ability to continue as a going concern due to recurring losses (**$1.5M** for nine months ended Mar 31, 2025), an accumulated deficit (**$38.0M**), and net operating cash outflow (**$5.8M**)[35](index=35&type=chunk)[41](index=41&type=chunk) - The company now operates two reportable segments: (i) payment processing and e-commerce operation (ZCITY platform), and (ii) customized software development[48](index=48&type=chunk)[223](index=223&type=chunk) - The company executed a 1-for-70 reverse stock split on February 27, 2024, and a 1-for-50 reverse stock split on April 7, 2025[168](index=168&type=chunk)[171](index=171&type=chunk)[241](index=241&type=chunk) - For Q3 2025, one customer accounted for **90.4%** of total revenues. For the nine months ended March 31, 2025, two customers accounted for **51.3%** and **25.2%** of total revenues[215](index=215&type=chunk)[216](index=216&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=56&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a strategic shift to high-margin software, offsetting declining legacy revenue, while addressing liquidity and going concern doubts [Overview and Recent Developments](index=56&type=section&id=Overview%20and%20Recent%20Developments) The company launched customized software development, executed reverse stock splits, secured financing, and entered strategic partnerships - The company launched a new revenue stream offering customized software development services, targeting enterprise clients[257](index=257&type=chunk) - Executed a 1-for-70 reverse stock split on Feb 27, 2024, and a 1-for-50 reverse stock split on April 7, 2025[258](index=258&type=chunk) - Secured significant financing through a **$50M** share purchase agreement with Alumni Capital, a market offering, and a subscription agreement[261](index=261&type=chunk)[262](index=262&type=chunk)[263](index=263&type=chunk) - Entered into strategic partnerships to develop a Smart Campus System, integrate credit services with CLSB, develop mini-games with OCTA, and build a Live Streaming Platform with V Gallant[265](index=265&type=chunk)[266](index=266&type=chunk)[267](index=267&type=chunk) [Key Operating Metrics](index=60&type=section&id=Key%20Operating%20Metrics) Active users on the ZCITY platform significantly declined due to strategic reductions in marketing and E-voucher offerings Active Users Trend | Quarter Ended | Active Users | | :--- | :--- | | March 31, 2024 | 41,458 | | June 30, 2024 | 26,819 | | September 30, 2024 | 25,216 | | December 31, 2024 | 21,734 | | March 31, 2025 | 10,647 | - The decline in user growth and activity is attributed to a strategic reduction in E-voucher availability and cuts in marketing and customer rewards to enhance operational profitability[277](index=277&type=chunk) [Results of Operation](index=61&type=section&id=Results%20of%20Operation) Total revenues declined, but gross profit and net income improved significantly due to high-margin software services and derivative liability gains Revenue Breakdown - Three Months Ended March 31 (USD) | Revenue Category | 2025 | 2024 | % Change | | :--- | :--- | :--- | :--- | | Product and loyalty program | $28,594 | $1,455,201 | (98.0)% | | Customized software development | $602,606 | $0 | N/A | | **Total Revenues** | **$666,521** | **$1,596,129** | **(58.2)%** | - Gross margin for Q3 2025 improved to **73.0%** from **13.6%** in Q3 2024, primarily due to the new high-margin (**77.8%**) customized software development business[290](index=290&type=chunk)[291](index=291&type=chunk)[292](index=292&type=chunk) - Operating expenses for Q3 2025 decreased significantly to **$0.53 million** from **$1.59 million** in Q3 2024, due to reductions in selling, G&A, and R&D expenses[294](index=294&type=chunk)[295](index=295&type=chunk)[296](index=296&type=chunk) - Net income for Q3 2025 was **$1.3 million**, compared to a net loss of **$1.7 million** in Q3 2024, mainly due to a **$1.7 million** gain from the change in fair value of derivative liabilities[299](index=299&type=chunk)[301](index=301&type=chunk) [Liquidity and Capital Resources](index=71&type=section&id=Liquidity%20and%20Capital%20Resources) Despite recent financing, the company faces substantial doubt about its going concern ability due to significant cash used in operations and investing - As of March 31, 2025, the company had cash and cash equivalents of approximately **$0.3 million**[321](index=321&type=chunk) Cash Flow Summary - Nine Months Ended March 31 (USD) | Category | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($5,817,360) | ($4,160,429) | | Net cash used in investing activities | ($4,347,614) | ($206,671) | | Net cash provided by financing activities | $10,357,274 | $1,219 | - Management has determined there is substantial doubt about the company's ability to continue as a going concern and is trying to alleviate the risk through equity financing and financial support from related parties[326](index=326&type=chunk)[329](index=329&type=chunk) [Critical Accounting Estimate](index=73&type=section&id=Critical%20Accounting%20Estimate) Management identifies critical accounting estimates for revenue recognition, asset impairment, and fair value of financial instruments like warrants - Key estimates include loyalty program revenue (breakage and retail price per point), customized software development revenue (cost-to-cost method), impairment of long-lived assets, and allowance for credit losses[337](index=337&type=chunk)[345](index=345&type=chunk)[347](index=347&type=chunk) - The fair value of warrants issued to Alumni Capital is a critical estimate, classified as a liability and remeasured at each reporting period using a Black-Scholes model with significant assumptions (e.g., volatility of **161.2%**)[355](index=355&type=chunk) - Stock-based compensation for executive officers is based on a predetermined monetary value of common stock, recognized monthly[350](index=350&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=78&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk - The company is a smaller reporting company and is not required to provide the information for this item[356](index=356&type=chunk) [Item 4. Controls and Procedures](index=78&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective due to inadequate U.S. GAAP expertise and lack of an internal audit function - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[357](index=357&type=chunk) - Material weaknesses identified include: (1) Inadequate U.S. GAAP expertise and (2) Lack of an internal audit function[360](index=360&type=chunk) - Remediation plans include hiring qualified accounting personnel, implementing U.S. GAAP training, establishing an internal audit function, and strengthening corporate governance[359](index=359&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=80&type=section&id=Item%201.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings expected to have a material adverse effect - The company is not a party to any pending legal proceedings expected to have a material adverse effect[362](index=362&type=chunk) [Item 1A. Risk Factors](index=80&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, this section is not required, and no material changes to previously disclosed risk factors have occurred - There have been no material changes in risk factors from those disclosed in the Annual Report on Form 10-K for the year ended June 30, 2024[363](index=363&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=80&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - The company reports no unregistered sales of equity securities for the period[364](index=364&type=chunk) [Item 3. Defaults Upon Senior Securities](index=81&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[365](index=365&type=chunk) [Item 4. Mine Safety Disclosures](index=81&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[366](index=366&type=chunk) [Item 5. Other Information](index=81&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[367](index=367&type=chunk) [Item 6. Exhibits](index=81&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the report, including agreements, certifications, and XBRL data files

Core Insights - Treasure Global Inc. has formed an exclusive strategic partnership with Mezzofy, becoming the sole distributor of Mezzofy's digital coupon management platform in Malaysia, with an expected recurring annual revenue of USD2 to 4 million within the first year [1][3][7] Company Overview - Treasure Global is a leading Malaysian solutions provider focused on innovative technology platforms that drive digital transformation, including its flagship ZCITY Super App, which has over 2.7 million registered users [9][10] - Mezzofy is a Hong Kong-based leader in digital coupon management, offering a "Coupon-as-a-Service" (CaaS) platform that has facilitated over USD40 billion in digital coupon transactions across 15 markets [2][8][6] Market Potential - The global digital coupon market is projected to reach approximately USD41 billion by 2033, growing at a compound annual growth rate (CAGR) of 18.33% from 2025 to 2033, driven by smartphone adoption and e-commerce expansion [5] - Malaysia's digital transformation is supported by high smartphone penetration and government initiatives, creating a favorable environment for digital loyalty and coupon solutions [4] Strategic Focus - The partnership aims to leverage Treasure Global's expertise in digital innovation and local presence to onboard merchants at scale, generating significant synergies and long-term enterprise adoption [3][6] - The collaboration is expected to deliver a scalable, high-margin platform that positions the company for strong recurring annual revenue and lasting enterprise value [7]

Core Insights - Treasure Global Inc. has formed an exclusive strategic partnership with Mezzofy, becoming the sole distributor of Mezzofy's digital coupon management platform in Malaysia, with an expected annual revenue of USD2 to 4 million within the first year [1][3]. Company Overview - Treasure Global is a leading Malaysian solutions provider focused on innovative technology platforms that drive digital transformation, with its flagship product, the ZCITY Super App, attracting over 2.7 million registered users as of March 2025 [9]. - Mezzofy is a Hong Kong-based leader in digital coupon management, offering a "Coupon-as-a-Service" (CaaS) platform that has facilitated over USD40 billion in digital coupon transactions across 15 markets [2][8]. Market Potential - The global digital coupon market is projected to reach approximately USD41 billion by 2033, growing at a compound annual growth rate (CAGR) of 18.33% from 2025 to 2033, driven by smartphone adoption and e-commerce expansion [5]. - Malaysia's digital transformation, supported by high smartphone penetration and government initiatives, positions the partnership to meet the growing demand for digital loyalty and coupon solutions [4]. Strategic Focus - The partnership aims to leverage Treasure Global's expertise in digital innovation and local presence to onboard merchants at scale, generating significant synergies and long-term enterprise adoption [3][7]. - The collaboration is expected to deliver a scalable, high-margin platform that will create lasting enterprise value and strong recurring annual revenue for Treasure Global [7].

Core Insights - Treasure Global Inc. (TGL) is launching a strategic initiative to develop an advanced AI cloud infrastructure in Malaysia, capable of supporting AI models with up to one trillion parameters, making it one of the most powerful AI computing environments in Southeast Asia [1][2][3] Group 1: Strategic Initiative - The initiative marks a significant milestone in TGL's expansion into enterprise-grade AI infrastructure, facilitating the development of large language models, computer vision systems, and generative AI applications [2] - The AI cloud platform's development has begun, with phased deployment planned throughout 2025 [2] Group 2: Technological Capabilities - The platform will utilize advanced GPU clusters optimized for large-scale, multi-modal AI workloads, built on DeepSeek's technology, providing high-performance computing for training trillion-parameter models [3] - The global AI infrastructure market is projected to reach USD 60.23 billion in 2025, with a compound annual growth rate (CAGR) of 26.60% from 2025 to 2034 [4] Group 3: Market Demand and Applications - Malaysia is emerging as a regional hub for digital innovation, addressing the growing demand for scalable computing infrastructure across various sectors, including finance, healthcare, education, and logistics [4][11] - TGL's AI cloud platform aims to enhance access to high-performance AI capabilities across multiple sectors [5] Group 4: Partnerships and Agreements - TGL has secured a USD 16 million service agreement with V Gallant Sdn Bhd, redirecting a significant portion of the capital commitment towards the AI cloud platform's design and deployment [5][6] - The agreement is effective through December 2025, with both parties focused on accelerating TGL's role in Southeast Asia's AI infrastructure landscape [6] Group 5: Company Vision - The CEO of TGL emphasized the commitment to building world-class infrastructure to support the shift toward AI-native enterprises, aiming to create long-term value for customers and shareholders [7] - TGL is recognized as a key player in Malaysia's digital economy, with its flagship product, the ZCITY Super App, attracting over 2.9 million registered users as of November 2024 [8]

Core Insights - Treasure Global Inc. is launching a strategic initiative to develop an advanced AI cloud infrastructure in Malaysia, capable of supporting AI models with up to one trillion parameters, making it one of the most powerful AI computing environments in Southeast Asia [1][2][3] Company Developments - The AI cloud platform will enable the next generation of large language models, computer vision systems, and generative AI applications, with phased deployment planned throughout 2025 [2] - The platform will utilize cutting-edge GPU clusters optimized for large-scale, multi-modal AI workloads, built on DeepSeek's technology [3] - A service agreement worth USD16 million has been secured with V Gallant Sdn Bhd, redirecting a significant portion of the capital commitment towards the AI cloud platform's design and deployment [5][6] Industry Context - The global AI infrastructure market is projected to reach USD60.23 billion in 2025, with a compound annual growth rate (CAGR) of 26.60% from 2025 to 2034 [4] - Malaysia is emerging as a regional hub for digital innovation, addressing the growing demand for scalable computing infrastructure across various sectors, including finance, healthcare, education, and logistics [4] Strategic Vision - The initiative aims to broaden access to high-performance AI capabilities across multiple sectors, reinforcing the company's long-term vision for AI infrastructure expansion [5][7] - The company is committed to enabling the transformation towards AI-native enterprises by building world-class infrastructure, which is expected to create long-term value for customers and shareholders [7]

Core Insights - Treasure Global Inc. reported its financial results for Q2 2025, highlighting a strategic shift towards higher-margin operations despite a significant year-over-year revenue decline [1][3][9] Financial Performance - Revenue for Q2 2025 was $0.30 million, a 46% increase from $0.21 million in Q1 2025, but a 96% decline from $6.71 million in Q2 2024 [9] - Gross profit was $0.22 million, up 30% from $0.17 million in Q1 2025, with a gross profit margin of 74%, compared to 83% in Q1 2025 and 5% in Q2 2024 [9] - Net loss narrowed to $0.23 million, reflecting a 76% improvement from $0.95 million in Q1 2025 and an 81% improvement from $1.20 million in Q2 2024 [9] Management Commentary - The CEO emphasized the company's focus on enhancing profitability and operational efficiency, noting a 46% quarter-over-quarter revenue increase and improved cost efficiencies [3] - The CFO highlighted a 76% reduction in net loss compared to the previous quarter and an increase in gross profit margin to 74%, indicating effective cost optimization efforts [4] Operational Updates - The company is advancing a new digital commerce initiative to expand its ecosystem and drive value creation, leveraging technology-driven solutions [5] - Treasure Global is expanding its e-commerce marketplace, allowing businesses to list and fulfill products directly, which supports revenue growth [6] - Following the acquisition of Tien Ming Distribution, the company aims to enhance fulfillment and logistics operations, integrating this acquisition into its supply chain strategy [7] Business Outlook - In the next quarter, the company plans to continue its transformation strategy by enhancing digital commerce initiatives, expanding the e-commerce marketplace, and strengthening logistics through Tien Ming Distribution [10] - The company remains focused on optimizing its business model, diversifying revenue streams, and enhancing operational efficiency [10] Company Overview - Treasure Global is a technology-driven solutions provider specializing in e-commerce, fintech, and digital transformation, with over 2.9 million registered users as of December 2024 [11]

Financial Performance - Revenues for the three months ended December 31, 2024, were $301.9 million, a significant increase from $6.7 million in the same period of 2023[16]. - Gross profit for the six months ended December 31, 2024, was $396.1 million, compared to $508.2 million for the same period in 2023[16]. - Net loss for the three months ended December 31, 2024, was $232.3 million, compared to a net loss of $1.2 billion in the same period of 2023[16]. - Net loss for the six months ended December 31, 2024, was $1,183,039 compared to a loss of $3,331,226 for the same period in 2023, representing a 64.5% improvement[20]. - The company reported a gross profit margin of approximately 74.2% for the three months ended December 31, 2024[16]. - The company experienced an unrealized holding gain on marketable securities of $460.2 million for the three months ended December 31, 2024[16]. - The Company reported a recurring loss from operations of approximately $1.3 million for the six months ended December 31, 2024, and an accumulated deficit of approximately $39.0 million as of the same date[30]. - The Company incurred a loss before income tax of $222,892 for the three months ended December 31, 2024, compared to a loss of $1,193,508 for the same period in 2023[187]. Assets and Equity - Total assets increased to $19.1 billion as of December 31, 2024, compared to $4.3 billion as of June 30, 2024[14]. - Total stockholders' equity reached $18.4 billion as of December 31, 2024, up from $3.4 billion as of June 30, 2024[14]. - Total stockholders' equity as of December 31, 2024, was $18,402,141, an increase from $3,686,710 as of December 31, 2023[18]. - Cash and cash equivalents increased to $258.6 million as of December 31, 2024, from $200.0 million as of June 30, 2024[13]. - Total intangible assets, net as of December 31, 2024, were $14,239,294, a significant increase from $3,130,936 as of June 30, 2024, reflecting a growth of approximately 353%[125]. Cash Flow and Expenses - Cash used in operating activities for the six months ended December 31, 2024, was $1,582,518, a decrease from $3,089,366 in the prior year[20]. - Research and development expenses for the six months ended December 31, 2024, totaled $80.3 million, down from $220.6 million in the same period of 2023[16]. - Research and development expenses for the three months ended December 31, 2024, were $33,136, down from $138,236 in the same period of 2023[85]. - Advertising costs for the three months ended December 31, 2024, were $29,167, significantly lower than $393,306 in the same period of 2023[83][84]. - The company incurred stock-based compensation expenses of $140,000 for the six months ended December 31, 2024[20]. - The Company recognized $70,000 and $140,000 in stock-based compensation expense for the three and six months ended December 31, 2024, respectively[186]. Revenue Recognition - The company recognized revenue from product sales on a gross basis, as it is primarily responsible for fulfilling the promise to provide specified goods[70]. - The company adopted ASU 2014-09 for revenue recognition, which requires identifying performance obligations and determining when revenue should be recognized[67]. - E-voucher revenue for the three months ended December 31, 2024, was $13,510, compared to $6,031,180 for the same period in 2023, indicating a decline[80]. - Health care products, computer products, and food and beverage products revenue for the three months ended December 31, 2024, was $244,903, down from $421,935 in 2023[80]. - Member subscription revenue for the three months ended December 31, 2024, was $5,161, a decrease from $148,205 in the same period of 2023[80]. Stock and Financing Activities - The company raised $2,457,390 from the issuance of common stock in a market offering during the six months ended December 31, 2024[20]. - The Company issued 15,440,299 shares of common stock for software development, valued at $10,800,000[20]. - The Company issued 3,566,668 shares of common stock to investors for an aggregate amount of $1,177,000 at a negotiated purchase price of $0.33 per share[35]. - The Company received aggregated net proceeds of approximately $3.5 million from the November 2023 Offering, which included 371,628 shares of common stock and 14,000,000 pre-funded warrants[31]. - The Company executed a 1-for-70 reverse stock split on February 27, 2024, affecting all shares and per share amounts retroactively[150]. Risks and Concerns - The Company has significant doubt about its ability to continue as a going concern due to recurring losses and insufficient funds to meet working capital requirements[36]. - The Company has cumulative net operating losses of $9,679,252 in the United States, which can offset future taxable income[188]. - The Company has cumulative net operating losses in Malaysia amounted to $22,190,004, which can be carried forward for up to ten years to offset future taxable income[191]. - The company did not incur any interest and penalties related to uncertain tax positions for the six months ended December 31, 2024[193]. Customer and Vendor Concentration - For the three months ended December 31, 2024, one customer accounted for approximately 74.9% of total revenues, a significant increase from the previous year where no customer exceeded 10%[194]. - For the six months ended December 31, 2024, one customer represented about 44.4% of total revenues, compared to no customer exceeding 10% in the same period of the previous year[195]. - Two vendors accounted for approximately 69.5% and 25.5% of total purchases for the three months ended December 31, 2024, indicating a concentration in supplier relationships[196]. - As of December 31, 2024, three vendors accounted for approximately 46.7%, 20.9%, and 15.1% of total accounts payable, highlighting vendor concentration risks[198].

Core Insights - Treasure Global Inc. has acquired a 51% controlling stake in Tien Ming Distribution, marking a strategic expansion into Malaysia's fast-growing FMCG and e-commerce markets [2][3][5] - The acquisition is expected to generate USD116 million in revenue over the next three years by leveraging Tien Ming Distribution's partnership with Fraser & Neave Holdings Bhd (F&N) [6][8] - Malaysia's FMCG market is projected to grow at a CAGR of 7.95% from 2023 to 2027, reaching approximately USD159 billion by 2033 [4] Company Overview - Treasure Global is a technology-driven digital commerce and fintech solution provider, focusing on innovative technology platforms that drive digital transformation [11] - The company’s flagship product, the ZCITY Super App, integrates e-payment solutions with customer rewards, attracting over 2.9 million registered users as of November 2024 [11] Market Dynamics - F&N is one of Malaysia's largest food and beverage conglomerates, with reported revenues of RM5.25 billion (approximately USD1.16 billion) for fiscal 2024 [10] - Tien Ming Distribution specializes in logistics and e-commerce, serving as the strategic fulfillment partner for F&N, and operates TM Grocer, an online grocery platform [9] Strategic Benefits - The acquisition allows Treasure Global to capture 10% of F&N's annual sales, enhancing its operational efficiency and competitive edge in the FMCG and e-commerce sectors [3][5] - By integrating advanced digital commerce technology with F&N's distribution network, the company aims to drive substantial revenue growth [3][5] Financial Projections - The anticipated revenue growth of USD116 million will be driven by the distribution of leading household brands such as 100PLUS, F&N SEASONS, and Magnolia [6] - The company plans to invest an initial RM500,000 (approximately USD110,000) with potential additional investments of up to RM3,000,000 (approximately USD660,000) based on future performance [7]

User Engagement and Growth - As of September 30, 2024, the company recorded 2,704,482 registered users and 25,216 active users on the ZCITY platform, reflecting a growth rate of approximately 2.0% in registered users but a decline of 38.3% in active users over the last five quarters [226]. - The company experienced a decrease in the number of new registered users, with only 3,293 new users in the quarter ending September 30, 2024, compared to 102,752 in the previous year [226]. - As of September 30, 2024, the total registered users on the ZCITY platform reached 2,704,482, with only 25,216 active users, resulting in an active user rate of 0.9% [230]. - The active user churn rate improved to 18.3% by September 30, 2024, while the retention rate increased to 81.7% [231]. Financial Performance - Total revenues for the three months ended September 30, 2024, decreased by approximately $13.3 million or 98.5% to $207,371 compared to $13,463,895 for the same period in 2023 [233]. - Product and loyalty program revenue dropped by approximately $13.1 million or 99.4% to $81,745 for the three months ended September 30, 2024, primarily due to a strategic decision to streamline the product line [235]. - Transaction revenue increased by 113.2% to approximately $43,080 for the three months ended September 30, 2024, driven by a partnership with Creditlab Sdn. Bhd. [236]. - Member subscription revenue decreased by 52.3% to approximately $82,546 for the three months ended September 30, 2024, attributed to a slowdown in acquiring new customers [237]. - Total cost of revenue decreased by approximately $13.3 million or 99.7% to $35,199 for the three months ended September 30, 2024, in line with the decrease in revenue [239]. - Gross profit for the three months ended September 30, 2024, amounted to approximately $172,172, reflecting an increase of approximately $9,538 or 5.9% compared to the same period in 2023 [240]. Expenses and Cash Flow - Selling expenses decreased by approximately $0.7 million or 89.8% to $78,000 for the three months ended September 30, 2024, due to reduced marketing and promotion expenses [244]. - General and administrative expenses decreased by approximately $0.4 million or 36.2% to $800,000 for the three months ended September 30, 2024, primarily due to lower salary and professional fee expenses [245]. - Other expense, net decreased by approximately $71,000 to $0.1 million for the three months ended September 30, 2024, primarily due to a decrease in amortization of debt discount [248]. - Provision for income taxes decreased to approximately $11,391 for the three months ended September 30, 2024, from $14,925 in 2023 [249]. - Net cash used in operating activities was approximately $976,319 for the three months ended September 30, 2024, compared to $1,916,603 in 2023 [258]. - Net cash used in investing activities was approximately $1.5 million for the three months ended September 30, 2024, primarily due to a collaboration deposit [263]. - Net cash provided by financing activities was approximately $2.5 million for the three months ended September 30, 2024, mainly from the issuance of common stock [264]. Strategic Initiatives - The company successfully launched the ZCITY App in Malaysia in June 2020, which aims to become the top rewards and loyalty platform in Malaysia and expand its reach in Southeast Asia and Japan [202]. - The company is integrating credit services into the ZCITY App through a partnership with Credilab Sdn Bhd, aiming to enhance user engagement and overall credit services offering [217]. - The company has partnered with Octagram Investment Limited to develop mini-game modules for the ZCITY App, enhancing interactive features and user engagement [218]. - The company is developing a Live Streaming Platform enhanced by AI Digital Human Solutions in partnership with V Gallant Sdn Bhd, scheduled for completion by December 31, 2025 [219]. - The company is developing a Smart Campus System at ELMU University, focusing on optimizing electricity usage, expected to be fully deployed within 12 months from the contract's commencement date [216]. Financial Health and Concerns - Management expressed substantial doubt about the company's ability to continue as a going concern due to recurring losses and insufficient funds to meet obligations [257]. - As of September 30, 2024, cash and cash equivalents were approximately $73,000, down from $0.2 million as of June 30, 2024 [253]. - The November 2023 Offering generated approximately $3.5 million in net proceeds after underwriting discounts [254]. - The company recorded a material weakness in internal control over financial reporting due to inadequate U.S. GAAP expertise among the current accounting staff [288]. - The company lacks a functional internal audit department, which is a material weakness in internal control over financial reporting [288]. - The company has not identified any changes in internal control over financial reporting that materially affected its internal control during the quarter ended September 30, 2024 [290]. Other Financial Metrics - The company recorded a provision for estimated credit losses of $243, down from $1,100 as of June 30, 2024 [269]. - For the three months ended September 30, 2024, the company recorded an unrealized holding loss on marketable securities of approximately $128,000, compared to an unrealized holding gain of approximately $60,000 for the same period in 2023 [275]. - Stock-based compensation for the three months ended September 30, 2024 amounted to $70,000, while there was no stock-based compensation incurred for the same period in 2023 [281]. - The estimated retail price per point for the loyalty program is based on actual historical retail prices, and changes in redemption rates affect the contract liability [278]. - The company issued 14,000,000 Pre-Funded Warrants in connection with the November 2023 Offering, with $1,398,600 allocated to the Pre-Funded Warrants recorded as additional paid-in capital [285]. - Deferred tax assets are recognized only if it is probable that taxable profit will be available against which deductible temporary differences can be utilized [279].

DENVER and PALM BEACH GARDENS, Fla., Oct. 09, 2024 (GLOBE NEWSWIRE) -- TGL presented by SoFi, the new, prime time team golf league backed by Tiger Woods and Rory McIlroy's TMRW Sports, announced ONEflight as its Official Private Aviation Partner. ONEflight will provide luxury private jet travel for TGL's players, ensuring a seamless travel schedule to support their tournament schedules. Today's announcement was made by Ferren Rajput, CEO and Founder, ONEflight International and Jason Langwell, Chief Revenue ...