Treasure (TGL) - 2025 Q4 - Annual Report

FORM 10-K Filing Information This section provides essential filing details for Treasure Global Inc.'s Form 10-K, including registrant information, classification, market value, and shares outstanding Registrant Information Treasure Global Inc. (TGL) is a Delaware corporation, filing its annual report for the fiscal year ended June 30, 2025, with common stock traded on The Nasdaq Stock Market LLC under the symbol TGL, classified as a non-accelerated filer, a smaller reporting company, and an emerging growth company - Registrant: Treasure Global Inc.[2] - Fiscal Year Ended: June 30, 2025[2] Securities Registered | Title of Each Class | Trading Symbol | Name of each exchange on which registered | | :------------------ | :------------- | :---------------------------------------- | | Common Stock, par value $0.00001 per share | TGL | The Nasdaq Stock Market LLC | Registrant Classification | Classification | Status | | :------------------------ | :----- | | Well-known seasoned issuer | No | | Not required to file reports pursuant to Section 13 or 15(d) | No | | Filed all required reports during preceding 12 months | Yes | | Subject to filing requirements for past 90 days | Yes | | Submitted Interactive Data File pursuant to Rule 405 of Regulation S-T | Yes | | Large accelerated filer | No | | Accelerated filer | No | | Non-accelerated filer | Yes | | Smaller reporting company | Yes | | Emerging Growth Company | Yes | Market Value and Shares Outstanding As of December 31, 2024, the aggregate market value of common stock held by non-affiliates was approximately $297.6 million, with 8,490,187 shares outstanding on October 14, 2025 - Aggregate market value of common stock held by non-affiliates as of December 31, 2024: approximately $297.6 million (based on closing price of $8.85)[5] - Number of shares outstanding on October 14, 2025: 8,490,187[6] Table of Contents This section provides a comprehensive listing of all chapters and sub-sections within the report for easy navigation SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This section outlines the disclaimer for forward-looking statements contained within the report Forward-Looking Statements Disclaimer This report contains forward-looking statements reflecting current views on future events, subject to inherent uncertainties, risks, and changes in circumstances, where actual results may differ materially from those contemplated, and the company does not intend to update them except as required by law - Forward-looking statements are based on current expectations and assumptions, subject to inherent uncertainties, risks, and changes in circumstances[10] - Actual results may differ materially from those contemplated by forward-looking statements[10] - The company does not intend to update forward-looking statements to conform to actual results, except as required by applicable law[12] PRESENTATION OF INFORMATION This section clarifies the terminology used throughout the report and the basis for the financial statements presented Company References and Financial Statements References to 'Company,' 'TGL,' 'registrant,' 'we,' 'our,' or 'us' in this Annual Report refer to Treasure Global Inc. and its consolidated subsidiaries, with audited consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 prepared in accordance with U.S. GAAP and presented in U.S. dollars - References to 'Company,' 'TGL,' 'registrant,' 'we,' 'our,' or 'us' mean Treasure Global Inc. and its consolidated subsidiaries[14] - Audited consolidated financial statements for fiscal years ended June 30, 2025 and 2024 are included[15] - Financial statements are prepared in accordance with U.S. GAAP and presented in U.S. dollars[15] SUMMARY OF RISK FACTORS This section provides a high-level overview of the significant business, operational, financial, and regulatory risks facing the company Key Business and Operational Risks The company faces significant business and operational risks, including substantial doubt about its ability to continue as a going concern, a limited operating history in an evolving industry, and the critical need to raise additional capital, alongside challenges like reliance on short-term contracts, intense e-commerce competition, dependence on email and search engines for traffic, the unproven nature of the ZCITY platform market, and ongoing cybersecurity incidents - Substantial doubt about the company's ability to continue as a going concern[18] - Limited operating history in an evolving industry makes future prospects difficult to evaluate[18] - Failure to raise capital when needed will materially adversely affect business, financial condition, and results of operations[18] - Reliance on email, internet search engines, and application marketplaces to drive traffic to ZCITY platform, with providers potentially offering competing products[18] - The e-commerce market is highly competitive, requiring sufficient resources for R&D, marketing, sales, and client support[18] - The market for the ZCITY platform is new and unproven[18] - Experienced a limited cybersecurity incident in May 2025; cybersecurity events could recur and adversely affect the company[19] Financial and Regulatory Risks Financial risks include the lack of assurance of profitability, potential adverse effects from Malaysian Ringgit exchange rate fluctuations, and customer/prepayment concentration risks, while regulatory challenges involve potential liability for platform content, inadequate intellectual property protection, and the costs and complexities of being a public company, including maintaining effective internal controls over financial reporting - No assurance of profitability[18] - Fluctuations in exchange rates in the Malaysian Ringgit could adversely affect business and securities value[18] - Limited number of customers and counterparties account for a meaningful portion of revenues, receivables, and prepayments[19] - Failure to maintain effective internal controls over financial reporting could have an adverse impact[19] - Intellectual property rights may be inadequate to protect against others claiming violations, and enforcement costs could be significant[19] - Litigation is costly and time-consuming and could have a material adverse effect on business, results of operations, and reputation[19] PART I This section covers the company's business operations, risk factors, and other foundational information Item 1. Business Treasure Global Inc. operates an innovative online-to-offline (O2O) e-commerce platform, ZCITY App, primarily in Malaysia, offering instant rebates, affiliate cashback, and seamless e-payment solutions, with plans to expand into Southeast Asia and Japan, leveraging its proprietary AI technology for personalized deals, alongside recent strategic investments, acquisitions, financing activities, and significant changes in executive leadership and board composition - Mission: To integrate online e-commerce and offline physical retail, expanding consumer choice, rewarding loyalty, and enhancing earning potential[21] - Proprietary product: ZCITY App, an O2O e-commerce platform launched in Malaysia in June 2020[22][23] - Long-term goal: ZCITY App to become a well-known commercialized application in Southeast Asia and Japan[25] ZCITY App User and Merchant Statistics (as of October 13, 2025) | Metric | Count | | :------------------ | :---------- | | Registered Users | 2,708,641 | | Registered Merchants | 2,027 | Corporate Structure Treasure Global Inc. (TGL), a Delaware corporation incorporated on March 20, 2020, functions as a holding company for TADAA Technologies Sdn. Bhd., a Malaysian company incorporated in June 2017, with entities reorganized into a parent-subsidiary structure in March 2021 via a Share Swap Agreement, making TADAA Technologies a 100% subsidiary of TGL - Treasure Global Inc. (TGL) was incorporated in Delaware on March 20, 2020[28] - TGL is a holding company for TADAA Technologies Sdn. Bhd., which was incorporated in Malaysia on June 6, 2017[31] - TGL and TADAA Technologies reorganized into a parent-subsidiary structure on March 11, 2021, making TADAA Technologies a 100% subsidiary of TGL[30] Business Developments Recent business developments include a $200,000 common stock subscription agreement with Malaysian investors, a AUD 300,000 sale of AI-based GPUs to I Synergy Group Ltd, and the acquisition of a 51% stake in Tien Ming Distribution Sdn Bhd for RM5,100, alongside a $16 million service agreement with V GALLANT SDN BHD for generative AI solutions and AI digital human technology, and a $2.8 million partnership with Octagram Investment Limited for mini-game modules in the ZCity App, with financing activities including a $1.177 million investment from certain investors and a $6 million common stock purchase agreement with Alumni Capital LP, while the TAZTE Smart F&B system was discontinued due to insufficient merchant participation, and significant executive and board changes occurred between June and September 2024 - October 7, 2025: Entered subscription agreement with two Malaysian individuals for USD 200,000.00 in common stock at $1.16 per share[33] - August 12, 2025: Entered Sale and Purchase Agreement with I Synergy Group Ltd to sell AI-based GPUs for AUD 300,000.00[33][34] - February 11, 2025: Wholly owned subsidiary TADAA Ventures entered Share Purchase Agreement to acquire 51% of Tien Ming Distribution Sdn Bhd for RM5,100.00, with a commitment to invest up to RM3,000,000.00[36] - November 27, 2024: Entered subscription agreement with investors for an aggregate of $1,177,000.00 for 3,566,668 shares of common stock at $0.33 per share[36] - October 29, 2024: Entered service agreement with V GALLANT SDN BHD for generative AI solutions and AI digital human technology services for $16,000,000, payable via TGL shares at $0.67 per share[37] - October 10, 2024: Entered service partnership agreement with Octagram Investment Limited to integrate mini-game modules into the ZCity App for $2,800,000.00, payable via 3,500,000 TGL shares at $0.80 per share[37][38] - October 10, 2024: Entered Share Purchase Agreement with Alumni Capital LP for the right to purchase up to $6,000,000 of common stock[39] - September 20, 2024: Entered partnership agreement with Credilab Sdn. Bhd. (CLSB) to develop an AI-driven chatbot and digital wallet for the ZCity App, with a $2,000,000 payment to CLSB[39] - June 2024: Discontinued the TAZTE Smart F&B system due to insufficient merchant participation[39] - June-September 2024: Significant changes in executive leadership (CEO, CFO, COO resignations and appointments) and board composition[42] Recent Developments Recent developments include a November 2023 public offering that raised approximately $3.6 million, a 1-for-70 reverse stock split in February 2024, and a subsequent 1-for-50 reverse stock split in April 2025 to regain Nasdaq compliance, along with addressing a Nasdaq non-compliance issue regarding shareholder approval for share issuance to a former CEO and regaining compliance with the minimum bid price rule, and bylaws were amended in August 2024 and August 2025 to reduce the quorum requirement for stockholder meetings to 33 1/3% - November 2023 Offering: Raised approximately $3.6 million net proceeds from the sale of common stock and pre-funded warrants[43] - February 2024 Reverse Stock Split: Effected a 1-for-70 reverse stock split on February 27, 2024[43] - Nasdaq Compliance (March 2024): Regained compliance with Nasdaq's shareholder approval requirement and minimum bid price rule after a previous non-compliance related to share issuance to a former CEO and the reverse stock split[43] - April 2025 Reverse Stock Split: Effected a 1-for-50 reverse stock split on April 7, 2025, to address minimum bid price rule non-compliance[45] - Bylaws Amendment (August 2024 & August 2025): Amended to provide that 33 1/3% of voting power constitutes a quorum for stockholder meetings[43][45] - CFO Resignation and Appointment (July 2025): Sook Lee Chin resigned as CFO, and See Wah "Sylvia" Chan was appointed, with an annual compensation of RM19,000 plus $80,000 in common stock[45] - Executive Director Appointment (September 2025): Chan Meng Chun appointed Executive Director, entitled to $120,000 worth of common stock annually[45] Market Opportunity Southeast Asia (SEA) presents significant market opportunities due to strong economic expansion, robust population growth, rising urbanization, and a growing middle class, with Malaysia expected to transition to a high-income economy by 2024-2028, and its internet economy projected to grow from $21 billion in 2021 to $35 billion in 2025, driving demand for the company's e-commerce platform - SEA market opportunities driven by strong economic expansion, population growth, urbanization, and emerging middle class[47] - Malaysia's GDP growth averaged over 4.5% from 2016-2019, rebounded to 8.7% in 2022, and is expected to maintain 4.5% for the next five years[47] - Malaysia's internet economy grew from $14 billion in 2020 to $21 billion in 2021 (47% growth) and is expected to reach $35 billion by 2025[52] - SEA Internet sector GMV is forecast to grow to over US$360 billion by 2025[51] - Malaysia's urbanization increased from 71.61% to 77.7% between 2011 and 2022, driving middle-class consumption[49][50] About the ZCITY App The ZCITY App is an O2O e-commerce platform in Malaysia that offers personalized deals using proprietary AI technology based on user purchase history, location, and preferences, featuring a "RewardsOnRewards" program, secure e-payment solutions through partners like iPay88, and various functions including geo-location-based offers, affiliate partnerships, bill payment, branded e-vouchers, gamification, and an e-mall service called Zstore, though its "Smart F&B" system (TAZTE) was discontinued in June 2024 due to low merchant participation - ZCITY App provides personalized deals using proprietary AI technology based on purchase history, location, and preferences[57] - Operates under the hashtag "RewardsOnRewards," allowing users to spend and earn Reward Points (RP) and ZCITY Cash Vouchers[58] - Partners with iPay88 for secure e-payment solutions, supporting various e-wallets (Touch'n Go, Boost, GrabPay) and credit cards (Visa, Mastercard)[59] - Key functions include geo-location-based homepage, affiliate partnerships (e.g., Shopee, Lazada), bill payment, branded e-vouchers, gamification ("Spin & Win"), ZCITY RAHMAH Package (essential e-vouchers), and Zstore (e-mall service)[60][61][62][63][64][65][68] - TAZTE Smart F&B system was discontinued as of June 2024 due to insufficient merchant participation[67] - ZCITY App is free to download from Google Play Store, Apple iOS Store, and Huawei AppGallery[81] ZCITY Apps's Reward Points Program The ZCITY App's Reward Points (RP) program, branded as "RewardsOnRewards," incentivizes user engagement and spending, allowing users to earn RP for registration, referrals, and Malaysian Ringgit (MYR) spent, with additional RP for social engagement, redeemable for discounts with maximum deductions of up to 3% for bill payments and 5% for e-vouchers - RP program encourages user sign-up, engagement, and spending[82] - 200 RP for new user registration - 100 RP for new user referral - Conversion of Malaysian Ringgit spent into RP - 50% RP of every user paid amount - 25% RP of every referred user paid amount - RP offered for increased social engagement[87] - Maximum RP deduction: up to 3% for bill payments and up to 5% for e-vouchers[84] Marketing Strategy - Consumer The consumer marketing strategy for the ZCITY App focuses on attracting and retaining users through a multi-pronged approach, including online and offline branding, digital media advertising (social media, Google ads, email marketing), and leveraging Google's Universal App Campaign (UAC) for targeted promotions, while using AppsFlyer SDK to monitor user acquisition and retention data, optimizing marketing budgets and campaigns based on actionable insights - Marketing strategy aims to acquire users who will drive repeat engagement and become loyal advocates for the ZCITY App[88] - Multi-pronged approach includes outdoor digital billboards, radio commercials, third-party editorials, social media (Facebook, Instagram, TikTok, YouTube), Google ads, and direct email marketing[93] - Utilizes Google's Universal App Campaign (UAC) to promote the ZCITY App across Google's properties, using machine learning for targeted ads[98][99] - AppsFlyer SDK is installed in the ZCITY App to provide conversion data for user acquisition and retention campaigns, optimizing marketing budget and informing strategic decisions[101] Marketing Strategy - Merchants "6Cs" Strategy The company's "6Cs" marketing strategy for merchants focuses on attracting and retaining them by emphasizing clients, convenience, competition, consistency with creative content, corporate social responsibilities, and credibility, which includes forecasting potential merchants, offering quick onboarding (within 24 hours), differentiating from competitors, maintaining a consistent brand image, integrating social and environmental concerns (e.g., "Green Oil" program), and demonstrating expertise to build trust - Implementation of a "6Cs" marketing strategy for merchants: clients, convenience, competition, consistency with creative content, corporate social responsibilities, and credibility[106] - Clients: Forecast potential merchants by category to align promotional content with their business interests - Convenience: Digitalization initiative to onboard merchants within 24 hours - Competition: Identify and compare business models to differentiate the system - Consistency with Creative Content: Maintain a consistent and recognizable brand image across marketing approaches - Corporate Social Responsibilities: Integrate social/environmental concerns (e.g., "Green Oil" program) for positive publicity - Credibility: Present expertise to potential merchants to increase referrals and positive reviews[107][108][109][110][111][112] Revenue Model TADAA Technologies generates revenue from a diversified mix of e-commerce activities for users, services to merchants, and membership subscription fees, categorized as product and loyalty program revenue, transaction revenue, and agent subscription revenue - Revenues are generated from e-commerce activities for users, services to merchants, and membership subscription fees[113] - Revenue streams are categorized into product and loyalty program revenue, transaction revenue, and agent subscription revenue[113] Competitive Strengths The company's competitive strengths include its powerful, unique, and integrated ZCITY App, which offers personalized rewards through AI technology, with its "RewardsOnRewards" loyalty program enhancing user engagement and loyalty, operating in attractive markets like Malaysia with plans for expansion into other Southeast Asian countries and Japan, and benefiting from an experienced management team - Powerful, Unique and Integrated App: ZCITY App serves consumers and merchants, maximizing value creation and enhancing shopping experience with proprietary AI technology for personalized rewards[113] - Unique Loyalty Program: "RewardsOnRewards" program increases user engagement and loyalty, benefiting both consumers and merchants[114] - Attractive Markets: Operates in Malaysia with an expected 4.5% average annual GDP growth, with plans to expand to other Southeast Asian countries and Japan[114] - Experienced Management Team: Executives and directors combine local e-commerce operations, social media marketing, and global finance expertise[116] Growth Strategy The company's growth strategy focuses on rapidly recruiting new consumers and merchants to create a self-reinforcing cycle of growth, involving enhancing consumer shopping experiences with instant rebates, empowering merchants with access to a large user database, and continuously adding strategic partnerships, with future plans including expansion into neighboring countries like Indonesia, Thailand, and Japan, and evaluating investment and acquisition opportunities to broaden service offerings and market leadership - Main goal: Recruit new consumers and register merchants efficiently to establish a cycle where more consumers lead to more merchants and vice versa[117] - Consumer Growth: Attract consumers by awarding Reward Points (RP) for successful transactions - Merchant Growth: Encourage merchants to join by offering technological advantages and access to a significant consumer database (nearly 2.7 million registered users) - Partner Growth: Enhance ZCITY App through strategic partnerships to offer more value-added services and gain low-cost access to partners' users - Expansion Growth: Launch and scale expansion plans to Indonesia, Thailand, and Japan by partnering with or acquiring local establishments - Acquisition Growth: Evaluate investment and acquisition opportunities in e-commerce platforms to expand service offerings and attract new consumers and merchants, financed through internal and potential stock market financings[118][119][120][121][122] Strategic Partnerships Strategic partnerships are crucial for the ZCITY App, enabling it to offer value-added services and gain low-cost access to partners' users, with key Malaysian partners including Touch'nGo e-wallet, iPay88, Boost eWallet, Digi, and Grabpay eWallet, providing payment gateways, e-vouchers, and bill payment services, extending the company's reach to leading brands and other e-wallet providers, enhancing its ecosystem - Strategic partnerships are vital for offering value-added services and gaining low-cost access to partners' users[124] - Retail Merchant Agreements: Allow merchants to sell products on ZCITY App for a 1-10% commission - Services Partners Agreements: With Pay's Gift and Razer Gold for e-vouchers, and Apigate Sdn Bhd (Boost Connect) for reselling digital vouchers - Local Strategic Partner Agreements: With iPay88 for payment gateways (credit card, online banking, e-wallets like Touch' N Go, Grabpay, ShopeePay, Boost eWallet) - Local Demands Agreements: With Digi Telecommunication Sdn. Bhd. and ATX Distribution Sdn. Bhd. for bill payment services (telecommunication, utilities, insurance, entertainment, charities)[70][71][72][73][74][75][76][77] - Indirect relationships through service partners provide access to leading brands (Shell, Lazada, FamilyMart, Watsons) and other e-wallet providers (Boost, Grabpay), and telco service providers (CelcomDigi, U Mobile, Astro, Air Selangor)[78] Competitive Outlook The company operates in a highly competitive e-commerce market, competing with other online platforms, food ordering services, and retailers for both merchants and consumers, with its competitive differentiation lying in its unique cross-business reward system, reward points module, instant rebate and cashback program, upcoming features, and a personalized, data-driven approach to customer engagement, aiming to build lasting customer loyalty - Competes with other online platforms, apps for merchants, food ordering platforms, e-commerce platforms, fashion/lifestyle retailers, and restaurants[125] - Key competitors in the Malaysian market include Fave and Shopback[126] - Differentiates through a unique cross-business reward system, reward points module, instant rebate & cashback, upcoming new features, and a personalized, data-driven approach to customer engagement[125][129] Intellectual Property Matters The company's technology and ZCITY App are protected by copyrightable and/or patentable subject matter licensed by its Malaysian subsidiary, TADAA Technologies, including trade secrets related to its software platform, with a trademark application for "ZCITY" and a patent application for "A Revenue Allocation System" filed in Malaysia, and information technology protection measures including an IT Policy Manual, Active Directory and VPN for access management, and AWS cloud hosting compliant with SOC2, ensuring security, availability, processing integrity, confidentiality, privacy, and backup, along with a Disaster Recovery SOP - Intellectual property assets include trade secrets associated with its software platform, licensed by TADAA Technologies[130] - Filed one trademark application for "ZCITY" and one patent application for "A Revenue Allocation System" in Malaysia[131][132] - IT protection includes an IT Policy Manual, Active Directory and VPN for access management, and AWS cloud hosting compliant with SOC2[133][134] - AWS cloud hosting ensures security, availability, processing integrity, confidentiality, privacy, and backup - Disaster Recovery SOP is in place, relying on AWS cloud facilities with distributed servers and database services across multiple zones[134][135][137] Litigation The company may be involved in legal proceedings in the ordinary course of business but believes there is no pending or threatened litigation that would have a material adverse effect on its business, results of operations, financial condition, or cash flows - No pending or threatened litigation is expected to have a material adverse effect on the business, results of operations, financial condition, and/or cash flows[139] Properties The company leases its principal executive offices in New York, New York, and Kuala Lumpur, Malaysia, and does not currently own any real estate - Principal executive offices are leased in New York, New York, and Kuala Lumpur, Malaysia[140] - The company does not own any real estate[140] Human Capital Resources As of June 30, 2025, the company had 12 full-time employees and uses consultants as needed, with human capital objectives including identifying, recruiting, retaining, incentivizing, and integrating employees, advisors, and consultants, primarily through equity and cash incentive plans to align interests with stockholders and motivate performance - As of June 30, 2025, the company had 12 full-time employees and engages consultants as needed[141] - Human capital objectives focus on identifying, recruiting, retaining, incentivizing, and integrating personnel[142] - Equity and cash incentive plans are used to attract, retain, and reward personnel, aiming to increase stockholder value[142] Available Information The company's corporate website (https://treasureglobal.org) and ZCITY website (https://zcity.world) provide free access to its SEC filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and Section 16 reports by executive officers and directors - Corporate website: **https://treasureglobal.org**[143](index=143&type=chunk) - ZCITY website: **https://zcity.world**[143](index=143&type=chunk) - SEC filings (10-K, 10-Q, 8-K, Section 16 reports) are available free of charge on the company's website under the "Investors" section[143] Item 1A. Risk Factors Investing in the company's common stock is highly speculative due to significant risks, including substantial doubt about its ability to continue as a going concern, a limited operating history, and the critical need for additional capital, with operational risks encompassing intense competition, reliance on third-party services, potential system failures, and the unproven market for its ZCITY App, while geopolitical conditions, foreign exchange fluctuations, and regulatory compliance (including cybersecurity, privacy, and anti-corruption laws) also pose material threats to its business and financial performance - Substantial doubt exists about the company's ability to continue as a going concern due to recurring losses and negative operating cash flow[145][146] - Limited operating history in an evolving industry makes future prospects difficult to evaluate and increases the risk of not being successful[148] - Failure to raise capital when needed will have a material adverse effect on business, financial condition, and results of operations[151] - The e-commerce market is highly competitive, and insufficient resources for R&D, marketing, sales, and client support could adversely affect the business[159][160] - The market for the ZCITY App is new and unproven, making customer adoption and growth rates difficult to predict[162] - Reliance on cloud-based applications and platforms means any disruption could adversely affect financial condition and results of operations[165] - Geopolitical conditions, including acts of war or terrorism, could adversely affect business, particularly in Malaysia where most operations are conducted[194] - Fluctuations in Malaysian Ringgit exchange rates could adversely affect business and the value of securities[191] - Failure to maintain effective internal controls over financial reporting, including inadequate U.S. GAAP expertise and internal audit function, could have an adverse impact[196][198] - Compliance with laws and regulations applicable to business, including privacy, data protection, and anti-corruption laws, is critical; noncompliance could lead to fines and penalties[209][215][227] Item 1B. Unresolved Staff Comments The company has no unresolved staff comments from the SEC - No unresolved staff comments[236] Item 1C. Cybersecurity The company maintains a comprehensive cybersecurity program with identity and access management, network security monitoring, employee training, and third-party assessments, and in May 2025, a limited cybersecurity incident involving unauthorized changes to domain, DNS, and email configurations occurred due to former employee credentials, which was contained with no evidence of data exfiltration, and remediation included credential rotation, multi-factor authentication, account closure, hardened email authentication, domain locks, and migration to a new registrar, with no material impact on operations or financial condition - Maintains a comprehensive cybersecurity program with identity and access management, network security monitoring, employee awareness training, and periodic third-party assessments[237] - In May 2025, detected unauthorized changes to domain, DNS, and email configurations originating from administrative credentials retained by a former employee[238] - Impact was limited to a brief email-routing disruption; no evidence of data exfiltration or compromise of customer data, financial information, or internal systems was found[238] - Immediately purged and rotated credentials across critical systems - Enforced company-wide multi-factor authentication and closed orphaned accounts - Moved registrar and DNS administration under centralized secure access controls - Hardened email authentication (SPF, DKIM, DMARC) and implemented registry-level domain locks and DNSSEC - Completed a secure migration of domain and DNS records to a new registrar environment - Conducted forensic investigation, automated off-boarding processes, established 24/7 SIEM/SOC monitoring, and targeted cybersecurity training[239][240] - The incident did not have a material impact on operations or financial condition[240] Item 2. Properties The company's principal executive offices are leased in New York, New York, and Kuala Lumpur, Malaysia, and it does not own any real estate - Principal executive offices are located at 276 5 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[241] - The company leases its offices and does not own any real estate[241] Item 3. Legal Proceedings The company is not a party to any pending legal proceedings that are expected to have a material adverse effect on its business, operating results, cash flows, or financial condition - Not a party or subject to any pending legal proceedings expected to have a material adverse effect on business, operating results, cash flows, or financial condition[242] Item 4. Mine Safety Disclosures This item is not applicable to the company - Not applicable[243] PART II This section covers market information for common equity, related stockholder matters, issuer purchases of equity securities, and management's discussion and analysis of financial condition and results of operations Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities The company's common stock trades on the Nasdaq Capital Market under 'TGL', with 18 stockholders of record as of June 30, 2025, and no cash dividends have been paid, with future earnings intended for business development, and no equity compensation plan adopted as of June 30, 2025, but one is planned for stockholder approval, while recent unregistered securities sales include a $200,000 subscription agreement, a $2.8 million service partnership with Octagram Investment Limited, and a $16 million service agreement with V GALLANT SDN BHD, all involving common stock issuance - Common stock trades on the Nasdaq Capital Market under the symbol "TGL"[245] - As of June 30, 2025, there were 18 stockholders of record[245] - No cash dividends have been declared or paid; future earnings will be retained for business development and share repurchase program[246] - No equity compensation plans adopted as of June 30, 2025, but the 2025 Equity Incentive Plan will be submitted for stockholder approval[247] - October 7, 2025: Issued common stock for $200,000 to two Malaysian individuals at $1.16 per share - October 10, 2024: Issued 3,500,000 common shares at $0.80 per share to Octagram Investment Limited for $2,800,000 in service fees - October 29, 2024: Issued common shares at $0.67 per share to V GALLANT SDN BHD for $16,000,000 in generative AI solutions and AI digital human technology services[249][250][251] - Transfer agent for common stock is Vstock Transfer, LLC[257] Item 6. [Reserved] This item is reserved and not applicable - Not applicable[258] Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Treasure Global Inc. is a holding company operating the ZCITY App, an O2O e-commerce platform in Malaysia, and has recently diversified into customized software development services, facing significant going concern risks due to recurring losses and negative operating cash flows, despite recent financing activities, with total revenues decreasing by 89.4% to $2.3 million in FY2025, primarily due to a strategic reduction in lower-margin product sales and marketing, offset by new software development revenue, while gross profit increased by 104.6% to $1.7 million, with gross margin improving to 71.6% due to high-margin software development projects, and operating expenses decreased overall, but long-lived asset impairment and share-based compensation adjustments significantly impacted net loss, which widened to $23.4 million in FY2025 - Treasure Global Inc. is a holding company for TADAA Technologies Sdn. Bhd. (ZCITY App) and TADAA Ventures Sdn. Bhd., operating an O2O e-commerce platform and customized software development services[260][262][272] - Management has determined there is substantial doubt about the company's ability to continue as a going concern due to recurring losses and insufficient funds to meet working capital and debt obligations[327][398] Total Revenues (YoY Change) | Metric | FY2025 (USD) | FY2024 (USD) | Change (USD) | Change (%) | | :---------------------------------- | :----------- | :----------- | :----------- | :--------- | | Total revenues | 2,330,557 | 22,066,829 | (19,736,272) | (89.4)% | - Decrease in total revenues mainly attributable to a strategic decision to streamline product lines (eliminating lower-margin e-vouchers) and reduce spending on customer rewards and marketing campaigns[300][301] Gross Profit and Margin (YoY Change) | Metric | FY2025 (USD) | FY2024 (USD) | Change (USD) | Change (%) | | :------------------ | :----------- | :----------- | :----------- | :--------- | | Gross profit | 1,669,825 | 816,062 | 853,763 | 104.6% | | Gross margin | 71.6% | 3.7% | 67.9% | | - Increase in gross profit and margin primarily due to engagement in a customized software development project, which generated approximately $1.0 million in gross profit with a high gross profit margin of approximately 77.8%[309] Net Loss (YoY Change) | Metric | FY2025 (USD) | FY2024 (USD) | Change (USD) | | :------- | :----------- | :----------- | :----------- | | Net loss | (23,377,488) | (6,586,623) | (16,790,865) | Overview Treasure Global Inc. (TGL) is a Delaware holding company, primarily owning TADAA Technologies Sdn. Bhd. (ZCITY App) and TADAA Ventures Sdn. Bhd., with the ZCITY App, launched in Malaysia in June 2020, being an O2O e-commerce platform offering instant rebates and cashback, aiming to be Malaysia's top reward and payment gateway, with long-term goals for Southeast Asia and Japan, and as of February 10, 2025, it had 2,707,610 registered users and 2,027 registered merchants, while the company also briefly engaged in food distribution through Foodlink Global Sdn. Bhd., which was disposed of in May 2024, and initiated customized software development services in FY2025 - TGL is a Delaware holding company, incorporated March 20, 2020, holding TADAA Technologies Sdn. Bhd. (ZCITY App) and TADAA Ventures Sdn. Bhd.[260] - ZCITY App, launched in Malaysia in June 2020, is an O2O e-commerce platform offering instant rebates, affiliate cashback, and e-payment solutions[262][263] - ZCITY App aims to be Malaysia's top reward and loyalty platform, with a long-term goal to expand into Southeast Asia and Japan[264] ZCITY App User and Merchant Statistics (as of February 10, 2025) | Metric | Count | | :------------------ | :---------- | | Registered Users | 2,707,610 | | Registered Merchants | 2,027 | - Proprietary AI technology provides personalized deals based on consumer purchase history, location, and preferences[266][267] - Food distribution operation through Foodlink Global Sdn. Bhd. and its subsidiaries was disposed of in May 2024 due to continued operating losses[270][271] - Initiated a new revenue stream in customized software development services, primarily targeting enterprise clients, as of January 2025[272] Recent Development Recent corporate developments include the termination of a 51% acquisition of Tien Ming Distribution Sdn Bhd in February 2025, the execution of two reverse stock splits (1:70 in February 2024 and 1:50 in April 2025), financing activities including a November 2023 public offering raising $3.5 million, a marketing offering agreement with H.C. Wainwright & Co., LLC yielding $2.9 million, a share purchase agreement with Alumni Capital LP for $11.7 million, and a subscription agreement for $1.177 million, alongside business developments such as discontinuing the TAZTE Smart F&B system, concluding a Smart Campus System project, and forming strategic partnerships with Credilab Sdn Bhd for credit services and Octagram Investment Limited for mini-game modules, and V Gallant Sdn Bhd for AI digital human solutions and AI cloud infrastructure - Corporate Development: Share purchase agreement to acquire 51% of Tien Ming Distribution Sdn Bhd was terminated, and no business combination was recognized for FY2025[273] - February 27, 2024: Effected a 1:70 reverse stock split - April 7, 2025: Effected a 1:50 reverse stock split[274] - November 30, 2023: Closed public offering, receiving approximately $3.5 million net proceeds - March 22, 2024: Entered marketing offering agreement, receiving approximately $2.9 million net proceeds as of June 30, 2025 - October 10, 2024: Entered Share Purchase Agreement with Alumni Capital LP, receiving approximately $11.7 million net proceeds as of June 30, 2025 - November 27, 2024: Entered subscription agreement with investors for $1,177,000[276][277][278][279] - Discontinued TAZTE Smart F&B system as of June 2024 due to insufficient merchant participation - Concluded engagement for Smart Campus System at ELMU University in Nilai, Malaysia, with no further performance obligation - Since September 2024: Partnered with Credilab Sdn Bhd (CLSB) to develop credit services, digital wallet, and AI-driven chatbot within the ZCity App - Since October 2024: Partnered with Octagram Investment Limited (OCTA) to develop and integrate mini-game modules into the ZCity App - Since October 2024: Partnered with V Gallant Sdn Bhd to develop a Live Streaming Platform enhanced by AI Digital Human Solutions and AI cloud infrastructure[280][281][282][283][284][285][286] Key Factors that Affect Operating Results Key factors affecting operating results include the company's ability to create value for users and generate revenue, driven by the number and volume of consumer transactions and its empowering data and technology, with significant ongoing investments in user base, technology, people, and infrastructure, while Malaysia's high inflation and global conflicts have not had a material adverse effect as of June 30, 2025 - Ability to create value for users and generate revenue is driven by the number and volume of consumer transactions and empowering data and technology[287][288][289][290] - Significant investments are made in user base, technology, people, and infrastructure to attract consumers and merchants, enhance user experience, and expand platform capabilities[291] - Inflation in Malaysia has not had a material adverse effect as of June 30, 2025, but is continuously monitored[292] - Supply chain disruptions from global conflicts (Russia-Ukraine, Middle East) have not had a material adverse effect as of June 30, 2025, but are continuously monitored[293] Key Operating Metrics The company experienced a decrease in the growth rate of registered users and a decline in active users over the last five quarters ending June 30, 2025, with accumulated registered users growing by approximately 0.1% on average, while active users decreased by an average of 32.0%, attributed to reduced e-voucher purchases from vendors, leading to fewer available e-vouchers, and reductions in marketing spending and customer rewards to enhance cost-effectiveness Key Operating Metrics (Quarterly Trends) | Metric | June 30, 2024 | Sep 30, 2024 | Dec 31, 2024 | Mar 31, 2025 | June 30, 2025 | | :-------------------------- | :------------ | :----------- | :----------- | :----------- | :------------ | | Number of new registered user | 12,405 | 293 | 2,016 | 1,467 | 88 | | Number of active users | 41,458 | 25,216 | 21,734 | 10,647 | 4,887 | Accumulated Users and Merchants (as of Quarter End) | Metric | June 30, 2024 | Sep 30, 2024 | Dec 31, 2024 | Mar 31, 2025 | June 30, 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 | - Average growth rate of registered users: approximately 0.1% over the past five quarters[296] - Average decrease in active user numbers: 32.0% over the past five quarters[296] - Decline attributed to reduced e-voucher purchases from vendors (fewer available e-vouchers) and reductions in marketing spending and customer rewards to enhance cost-effectiveness and profitability[297] Active User Proportion to Total Registered Users (Quarterly) | 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% | Active User Churn and Retention Rates (Quarterly) | 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% | Results of Operation For the fiscal year ended June 30, 2025, total revenues decreased by 89.4% to $2.3 million, primarily due to a 97.1% decrease in product and loyalty program revenue, offset by new customized software development service revenue of $1.48 million, while gross profit increased by 104.6% to $1.7 million, with gross margin improving to 71.6%, driven by high-margin software development projects, and operating expenses decreased by 92.6% in selling expenses and 19.5% in general and administrative expenses, but a $19.5 million long-lived asset impairment and a $2.7 million share-based compensation adjustment led to a net loss of $23.4 million, significantly wider than the $6.6 million loss in FY2024 Revenue Breakdown (YoY Change) | Revenue Category | FY2025 (USD) | % of Total (FY2025) | FY2024 (USD) | % of Total (FY2024) | Change (%) | | :---------------------------------- | :----------- | :------------------ | :----------- | :------------------ | :--------- | | 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)%| - Product and loyalty program revenue decreased by $20.8 million (97.1%) due to strategic streamlining of product lines (eliminating lower-margin e-vouchers) and reduced customer rewards/marketing[301] - Transaction revenue increased by 107.6% due to a partnership with Credilab Sdn. Bhd. (CLSB) for credit services, generating transaction fees and 50% revenue share[302] - Customized software development services generated $1.48 million in revenue in FY2025, a new revenue stream[305] Cost of Revenue Breakdown (YoY Change) | Cost Category | FY2025 (USD) | FY2024 (USD) | Change (%) | | :---------------------------------- | :----------- | :----------- | :--------- | | 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)%| - Total cost of revenue decreased by $21.0 million (96.9%), consistent with the decline in revenue[307] Operating Expenses (YoY Change) | Expense Category | FY2025 (USD) | FY2024 (USD) | Change (USD) | Change (%) | | :------------------------ | :----------- | :----------- | :----------- | :--------- | | Selling expenses | (129,467) | (1,760,921) | 1,631,454 | (92.6)% | | General and administrative | (3,630,621) | (4,511,488) | 880,867 | (19.5)% | | Long-live assets impairment | (19,517,303) | - | (19,517,303) | 100.0% | | Research and development | (215,900) | (513,524) | 297,624 | (58.0)% | | Stock-based compensation | (208,445) | (93,111) | (115,334) | 123.9% | - Long-lived assets impairment of $19.5 million recognized in FY2025, primarily related to intangible assets[315] - Share-based compensation adjustment of approximately $2.7 million in FY2025, attributable to settling additional share compensation requested by V Gallant Sdn. Bhd. due to share price decline[317] Liquidity and Capital Resources As of June 30, 2025, the company had $0.2 million in cash and cash equivalents, having financed operations through stockholder contributions, convertible notes, related party loans, and public offerings, including $3.5 million from a November 2023 offering, $2.9 million from a marketing offering, $11.7 million from Alumni Capital LP, and $1.177 million from a subscription agreement, yet despite these proceeds, management believes there is substantial doubt about the company's ability to continue as a going concern due to recurring losses, necessitating further equity financing and financial support from related parties - As of June 30, 2025, cash and cash equivalents were approximately $0.2 million[321] - Financed operations through stockholder contributions, convertible notes, related party loans, and public offerings[320] - November 2023 Offering: Approximately $3.5 million net proceeds - Marketing Offering Agreement: Approximately $2.9 million net proceeds as of June 30, 2025 - Share Purchase Agreement with Alumni Capital LP: Approximately $11.7 million net proceeds as of June 30, 2025 - Subscription Agreement: $1,177,000 net proceeds as of June 30, 2025[322][324][325][326] - Management believes there is substantial doubt about the company's ability to continue as a going concern due to recurring losses, despite recent financing[327] - Contingency plans include equity financing and financial support/credit guarantees from related parties to alleviate going concern risk[327] Cash Flow Summary (YoY Change) | Cash Flow Activity | FY2025 (USD) | FY2024 (USD) | | :-------------------------------- | :----------- | :----------- | | Net cash used in operating activities | (9,481,499) | (4,712,806) | | Net cash used in investing activities | (5,771,193) | (252,614) | | Net cash provided by financing activities | 15,433,587 | 350,473 | | Effect of exchange rate on cash and cash equivalents | (144,013) | 221,326 | | Net change in cash and cash equivalents | 36,882 | (4,393,621) | Operating Activities Net cash used in operating activities increased to approximately $9.3 million in FY2025 from $4.7 million in FY2024, primarily driven by a net loss of $23.4 million, an increase in accounts receivable ($1.6 million), and significant increases in other receivables and assets ($7.0 million), including a $5.7 million collaboration deposit to Credilab Sdn. Bhd., partially offset by non-cash items totaling $21.6 million (depreciation, amortization, stock-based compensation, long-lived asset impairment, etc.) and a $2.9 million increase in other payables and accrued liabilities - Net cash used in operating activities was approximately $9.3 million for FY2025, an increase from $4.7 million in FY2024[329][330] - Mainly comprised of net loss of approximately $23.4 million - Increase in accounts receivable of approximately $1.6 million - Increase of other receivable and other assets of approximately $7.0 million, including $3.6 million prepayment to vendors and $5.7 million collaboration deposit to Credilab Sdn. Bhd. - Decrease in customer deposits of approximately $75,000 and contract liabilities of approximately $0.2 million[329] - Offset by non-cash items (depreciation, amortization, allowance for credit losses, stock-based compensation, long-lived assets impairment, unrealized loss on marketable securities) totaling approximately $21.6 million[329] - Increase of approximately $2.9 million in other payables and accrued liabilities, including a $2.7 million provision for share compensation adjustment to V Gallant Sdn. Bhd.[329] Investing Activities Net cash used in investing activities significantly increased to approximately $5.9 million in FY2025 from $0.3 million in FY2024, primarily due to a $5.7 million collaboration deposit to Credilab Sdn. Bhd. and a $0.2 million prepayment for the acquisition of Tien Ming Distribution Sdn Bhd - Net cash used in investing activities was approximately $5.9 million for FY2025, compared to $0.3 million for FY2024[332][333] - Remittance of approximately $5.7 million to CLSB as a collaboration deposit - Approximately $0.2 million prepayment of purchase consideration for acquisition of Tien Ming Distribution Sdn Bhd[332] Financing Activities Net cash provided by financing activities increased substantially to approximately $15.4 million in FY2025 from $0.4 million in FY2024, mainly driven by $15.4 million in net proceeds from common stock issuances through market offerings, subscription agreements, and share purchase agreements, along with $64,000 from warrant exercises and $51,000 from loan proceeds, partially offset by loan payments - Net cash provided by financing activities was approximately $15.4 million for FY2025, compared to $0.4 million for FY2024[334][335] - Approximately $15.4 million net proceeds from issuance of common stock through market offering, subscription agreement, and share purchase agreement - Approximately $64,000 proceeds received from exercised warrants - Loan proceeds of approximately $51,000, offset by payments of insurance loan and related party loan of approximately $54,000[334] Off-Balance Sheet Arrangements The company has no off-balance sheet arrangements that would affect its liquidity, capital resources, market risk support, credit risk support, or other benefits - No off-balance sheet arrangements[336] Critical Accounting Estimate The preparation of financial statements requires significant estimates and judgments, including those for loyalty program revenue (estimated retail price per point and breakage), useful lives of property and equipment, impairment of long-lived assets, credit loss allowances, inventory write-downs, realization of deferred tax assets, fair value of stock-based compensation, marketable securities, and warrants, which are crucial for understanding financial condition and results of operations, with actual results potentially differing significantly from current judgments - Significant accounting estimates include estimated retail price per point and breakage for loyalty program revenue, useful lives of property and equipment, impairment of long-lived assets, provision for estimated credit losses, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of stock price for beneficial conversion feature, fair value of stock-based compensation, marketable securities, and warrants[338] - Actual results could differ from these estimates[338] [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=81&type=section&id=