Core Points - Treasure Global Inc. has filed a Notification of Late Filing on Form 12b-25 with the SEC, allowing additional time to submit its Annual Report on Form 10-K for the fiscal year ended June 30, 2025 [1][2] - The company expects to file its Form 10-K on or before October 15, 2025, and will provide updates on its earnings release and investor communications [2] Company Overview - Treasure Global is a Malaysia-based technology solutions provider focused on digital transformation in retail and services [3] - The flagship product, ZCITY Super App, integrates e-payment solutions with customer loyalty rewards, boasting over 2.7 million registered users as of March 2025 [3] - The company utilizes advanced technologies such as artificial intelligence and data analytics to enhance its platform across e-commerce, fintech, and other sectors [3]

Core Insights - Treasure Global Inc. has appointed Michael Chan as an Executive Director of its Board of Directors, effective immediately, to enhance governance and strategic guidance as the company focuses on growth and profitability initiatives [1][2][3] Company Overview - Treasure Global is a Malaysia-based technology solutions provider specializing in digital transformation platforms for retail and services, with its flagship product being the ZCITY Super App, which integrates e-payment solutions and customer loyalty rewards [4] - As of March 2025, ZCITY has attracted over 2.7 million registered users, establishing Treasure Global as a significant player in Malaysia's digital economy [4] Leadership and Governance - Michael Chan previously served as Chief Financial Officer and contributed to key financial and strategic initiatives, including capital management and operational optimization [2] - The return of Michael Chan to the Board is seen as a move to strengthen the governance framework and ensure continuity in leadership as the company aims for sustainable profitability and long-term value creation [3]

Core Insights - Treasure Global Inc. has received a purchase order worth AUD 300,000 for high-performance GPUs and specialized AI software from I Synergy Group Limited, marking a significant milestone in their partnership [1][2][3] - This order is the first execution under the Sale and Purchase Agreement signed on August 14, 2025, aimed at supporting I Synergy's AI-enabled blockchain and cloud platform [2][3] - The GPUs and AI software will enable advanced functionalities such as AI model training and real-time data processing, positioning I Synergy at the forefront of the rapidly expanding blockchain market in the Asia-Pacific region, projected to exceed US$35 billion by 2030 [4] Company Strategy - Treasure Global is focused on operationalizing its AI infrastructure strategy, which aims to enhance digital transformation in Malaysia and create long-term value for stakeholders [5][7] - The company is committed to expanding its AI/GPU business as a growth driver, alongside its existing technology platforms, while pursuing opportunities that deliver value to partners and customers [7] - The successful execution of this purchase order reflects the company's transition from conceptual AI strategies to tangible contracts and deliveries, showcasing early revenue traction in the AI/GPU sector [3][6] Industry Context - The convergence of blockchain, AI, and cloud technologies is creating new opportunities in the digital economy, with companies like I Synergy positioning themselves to leverage these advancements [4][11] - The demand for AI and cloud solutions is expected to grow significantly, driven by the increasing need for digital transformation across various sectors, including e-commerce and financial services [9]

Core Viewpoint - Treasure Global Inc. has signed a Memorandum of Understanding (MoU) with iSynergy Group Limited to establish a strategic partnership aimed at developing AI-powered cloud infrastructure across Southeast Asia [1][4]. Group 1: Partnership Details - The collaboration will focus on the sale and acquisition of advanced AI-driven graphics processing units (GPUs) as the foundational technology for the AI cloud infrastructure [2]. - The partnership aims to co-develop AI-powered cloud solutions tailored for enterprises, SMEs, and public sector entities, while also exploring joint go-to-market strategies and technical integration with iSynergy's blockchain platforms [3]. Group 2: Market Potential - The global AI cloud infrastructure market is projected to exceed USD 60 billion by 2025, with a compound annual growth rate (CAGR) of 26.6% through 2034, highlighting Southeast Asia as a high-potential market [6]. - The Asia-Pacific blockchain market is expected to grow from USD 4.5 billion in 2023 to over USD 35 billion by 2030, indicating significant opportunities for the partnership in high-growth sectors [7]. Group 3: Company Background - Treasure Global is a Malaysia-based technology solutions provider specializing in digital transformation platforms, with its flagship product being the ZCITY Super App, which has attracted over 2.9 million registered users as of March 2025 [9]. - iSynergy Group is a digital commerce and blockchain solutions provider, empowering gig workers and businesses through innovative tools in digital engagement and blockchain rewards [11].

Core Insights - Treasure Global Inc. has formed a strategic partnership with Taxieco New World Limited to enhance grocery logistics for SMEs in Malaysia through real-time tracking and IoT integration [1][2][5] - The collaboration aims to improve operational efficiency and support small business growth while contributing to regional economic development [1][2][4] Company Overview - Treasure Global operates as a leading e-commerce platform in Malaysia, with its subsidiary Tien Ming Distribution focusing on grocery delivery services [1][7] - The company’s flagship product, the ZCITY Super App, has attracted over 2.9 million registered users as of March 2025, positioning it as a key player in the digital economy [7] Industry Context - The online grocery delivery market in Malaysia is projected to reach US$2.50 billion in 2025 and grow to US$4.03 billion by 2030, reflecting a compound annual growth rate (CAGR) of 9.9% [4] - The growth is driven by consumer preferences for fresh, locally sourced products and the demand for convenient, tech-enabled grocery delivery solutions [4]

Core Insights - Treasure Global Inc. has launched a US$100 million digital asset treasury initiative aimed at strengthening its digital infrastructure and supporting the upcoming launch of its AI-powered consumer intelligence platform in Q3 2025 [1][2] Group 1: Treasury Initiative - The treasury initiative is supported by two capital sources: US$50 million from an existing equity financing agreement and US$50 million from a new institutional commitment [8] - The strategy allows for a phased acquisition of blockchain-native assets, including Bitcoin, Ethereum, and regulated stablecoins, depending on capital availability and market conditions [2] Group 2: Platform Launch - The upcoming consumer platform will provide real-time, data-verified insights into retail performance, offering an alternative to traditional review platforms [3] - The platform will enable merchants to sell digital coupons directly, creating a seamless ecosystem for discovery, validation, and conversion [4] Group 3: User and Ecosystem Momentum - The flagship app, ZCITY, has over 2.7 million registered users and has enhanced its digital coupon infrastructure through a partnership with Mezzofy [5][10] - The combination of the US$100 million treasury program and the AI-powered platform positions Treasure Global at the intersection of real-time retail data, digital commerce, and blockchain infrastructure [5] Group 4: Management Commentary - The CEO emphasized that the treasury strategy aligns capital deployment with infrastructure scalability and platform utility, aiming for recurring revenue and long-term capital efficiency [6]

Core Insights - Treasure Global Inc. has successfully returned to profitability in Q3 FY2025, reporting a net income of $1.26 million compared to a net loss of $1.71 million in the same period last year [2] - The company is focusing on high-margin digital offerings and has initiated a strategic roadmap for an AI and data-driven platform, with a major product reveal planned for Q3 2025 [1][3] - The partnership with Mezzofy aims to enhance loyalty and rewards offerings through digital coupons, potentially creating a new high-margin revenue stream [4] - The acquisition of a 51% stake in Tien Ming Distribution is expected to improve logistics capabilities and support the company's digital commerce operations [5] - Management emphasizes financial discipline and operational efficiency as key factors in achieving sustainable growth and profitability [7][9] Financial Performance - In Q3 FY2025, gross profit increased by 41% year-over-year, with gross margin expanding to 73% [2] - Quarterly revenue was reported at $0.67 million, reflecting a 58% decline year-over-year due to the exit from low-margin product lines, but a 121% sequential increase from the prior quarter [2] - A one-time, non-cash gain of $1.78 million was included in the results, but management highlights ongoing structural improvements and cost discipline as foundational for future growth [2] Strategic Initiatives - The development of an AI and data-driven platform aims to enhance user engagement and is expected to strengthen the company's position in Malaysia's digital economy [3] - The partnership with Mezzofy allows Treasure Global to offer a 'coupon-as-a-service' technology, enhancing merchant engagement and customer incentives [4] - The acquisition of Tien Ming Distribution is set to enhance last-mile delivery capabilities and support the scaling of the company's physical distribution network alongside digital growth [5] Management Commentary - The CEO stated that the strategic transformation is well underway, with significant improvements in profitability achieved through a pivot to higher-margin opportunities [6] - The CFO noted that the gross profit margin expansion reflects the success of shifting to a leaner business model, while maintaining strong cash flow and managing expenses prudently [7] Future Outlook - The leadership is confident that the combination of a streamlined operating model and new strategic initiatives will drive long-term value [8] - The upcoming launch of the data-driven platform is anticipated to be a significant growth catalyst [8] - The integration of the Mezzofy digital coupon platform and Tien Ming distribution arm is expected to create synergies between online services and physical delivery capabilities [8][9]

Core Viewpoint - Treasure Global Inc. has successfully reversed its prior-year net loss into a modest net profit, demonstrating significant improvement in profitability through strategic shifts and disciplined cost management [1][4][6]. Financial Highlights - For the third quarter, revenue was $0.67 million, a 58% decrease from $1.60 million in the same quarter of fiscal 2024, but a 121% increase quarter-over-quarter [7]. - Gross profit reached $0.49 million, a 41% year-over-year increase, with gross profit margin rising to 73% from 14% in the prior-year quarter [7]. - Net income was $1.26 million, a turnaround from a net loss of $1.71 million in the prior-year quarter, and earnings per share (EPS) improved to $1.09 from a loss per share of $116.03 [7]. - For the nine-month period, the company reversed a $5.0 million net loss from the prior year into a modest net profit [4][7]. Management Commentary - The CEO highlighted that the third-quarter results reflect a strategic shift towards higher-margin operations and disciplined cost management, leading to a return to net profitability [3]. - The CFO emphasized the financial turnaround, supported by cost controls and a leaner operating structure, positioning the company for greater scalability and recurring revenue [4]. Operational Updates - The company expanded its offerings by introducing a new revenue stream focused on customized software development for enterprise clients through a partnership with Reveillon Group Limited [5]. - A new digital coupon management platform in collaboration with Mezzofy (Hong Kong) Limited is expected to enhance the company's digital commerce ecosystem [8]. Business Outlook - The company aims to build a resilient and scalable business model centered around high-margin verticals, digital innovation, and operational excellence [6]. - Management is confident that the momentum from the return to net profitability sets the foundation for long-term, sustainable growth [6]. Company Overview - Treasure Global is a leading Malaysian solutions provider specializing in innovative technology platforms that drive digital transformation, with its flagship product, the ZCITY Super App, attracting over 2.9 million registered users as of March 2025 [11].

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]