What changed in this filing

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Item 9A. Controls and Procedures

2024-09-30 compared with 2023-09-28 · 447 added, 595 removed, 143 unchanged (88% of the section changed)

Controls and Procedures

and Procedures

of Disclosure Controls and Procedures

As of the end of the period covered by this Report,

we carried out an evaluation, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in

the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our principal

executive officer and principal financial officer, based on the foregoing evaluation, our principal executive officer and principal financial

officer concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective at the reasonable assurance level

due to the material weaknesses described below.

of the end of the period covered by this Report, we carried out an evaluation, of the effectiveness of the design and operation of our

disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and

with the participation of our management, including our principal executive officer and principal financial officer, based on the foregoing

evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2023, our disclosure

controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below.

Report on Internal Control over Financial Reporting

Our management,

including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal

control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control

over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the

preparation of financial statements for external purposes in accordance with U.S.

Under the supervision and with the participation

of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness

of our internal control over financial reporting as of June 30, 2023, based on the Internal Control-Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework).

Based on this evaluation under the 2013

Framework, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting

was not effective as of June 30, 2023 due to the following material weaknesses:

management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining

adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with U.S.

Under the supervision

and with the participation of our management, including our principal executive officer and principal financial officer, we conducted

an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2024, based on the Internal Control-Integrated

Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework).

this evaluation under the 2013 Framework, our principal executive officer and principal financial officer have concluded that our internal

control over financial reporting was not effective as of June 30, 2024 due to the following material weaknesses:

GAAP expertise.

The current accounting staff is inexperienced in applying U.S.

GAAP standard as they are primarily engaged in ensuring

compliance with International Financial Reporting Standards (“IFRS”) accounting and reporting requirement for our consolidated

operating entities, and thus require substantial training.

The current staff’s accounting skills and understanding as to how to

fulfill the requirements of U.S.

GAAP-based reporting, including subsidiary financial statements consolidation, are inadequate;

GAAP standard as they are primarily engaged

in ensuring compliance with International Financial Reporting Standards (“IFRS”) accounting and reporting requirement for

our consolidated operating entities, and thus require substantial training.

The current staff’s accounting skills and understanding

as to how to fulfill the requirements of U.S.

GAAP-based reporting, including subsidiary financial statements consolidation, are

internal audit function.

2 unchanged sentences

have been carried out as planned;

A material weakness is a deficiency, or a combination of deficiencies,

within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility

that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely

Following the identification of the material weaknesses,

we plan to take remedial measures including:

material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal

control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual

or interim financial statements will not be prevented or detected on a timely basis.

the identification of the material weaknesses, we plan to take remedial measures including:

more qualified accounting personnel with relevant U.S.

3 unchanged sentences

regular and continuous U.S.

GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel;

GAAP accounting and financial reporting training programs for our accounting and financial reporting

● establishing

4 unchanged sentences

in Internal Control Over Financial Reporting

Other than the applicable remediation efforts

implemented during the quarter ended June 30, 2023 as described below, there were no other changes in our internal control over financial

reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the quarter

ended June 30, 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

● We developed and implemented

comprehensive policies and procedures for IT risk assessment, vulnerability management, user account management, and password management.

These policies have improved the security and integrity of our IT systems and data, ensuring that access is appropriately managed and

These policies also mitigated the risk of unauthorized access and data breaches;

● We implemented policies and

procedures designed to enhance our control framework on segregation of duties and related monitoring.

This has mitigated the risk of

unauthorized access and data breaches;

● We implemented procedures to

identify related party transactions and to provide proper disclosure on our consolidated financial statement;

● We developed and implemented

robust procedures by recognizing the importance of third-party IT service vendor risk assessment and management.

These procedures allow

us to assess and manage risks associated with third-party IT service vendors effectively, minimizing potential vulnerabilities.

Other Information.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The following are our executive officers and directors and their respective

ages and positions as of June 30, 2023.

Chong Chan “Sam”

Chief Executive

Officer, Director

Su Chen “Chanell”

Chief Operating Officer

Meng Chun “Michael”

There were no changes in our internal control over financial reporting

identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the

quarter ended June 30, 2024 that materially affected, or are reasonably likely to materially affect, our internal control over financial

Regarding Foreign Jurisdictions that Prevent Inspections

Executive Officers and Corporate Governance

following are our executive officers and directors and their respective ages and positions as of the date of this Annual Report on Form

Chief Executive Officer and Executive Director

Sook Lee Chin

Chief Financial Officer

Su Huay “Sue”

Chief Marketing Officer

Chen Hoe “Samuel”

Chief Technology Officer

Jau Long “Jerry”

Vice President

Executive Director

Marco Baccanello

Jeremy Roberts

Chan “Sam” Teo

our Chief Executive Officer and a Director.

Teo is an experienced corporate strategist who has contributed to building high-performance

teams through implementation of organizational innovation within multiple companies operating in the fintech and ecommerce fields.

to this role, Mr.

Teo served as Chief Operations Officer of the Company from July 2020 to June 2021, where he, among other things, led

sales and strategic business development.

From March 2020 to June 2021, Mr.

Teo was the Chief Executive Officer of GEM, leading GEM in

strategic/tactical planning, forecasting, capital budgeting, and financial cost controls.

Prior to that role, Mr.

Teo served as Director

of Business Development of GEM from May 2018 to February 2020, where he was in charge of sales and business development.

From May 2016

to April 2018, Mr.

Teo was the Managing Director of Modes Cube Sdn Bhd, leading its business delivery team.

Teo earned a Bachelor’s

degree in Quantity Survey from the Sheffield Hallam University in 2006, and received a Diploma in Quantity Survey from the Tunku Abdul

Rahman College in 2004.

Chen “Chanell” Chuah

our Chief Operating Officer.

From 2020 to present Ms.

Chuah has been Chief Operating Officer for GEM.

Chuah has, among other

things, lead project management ensuring exchange listing related matters are executed according to plan;

maintained liaison with exchange

listing advisors’ counterpart to ensure corporate compliance elements are taken care of within the organization;

ensured alignment

of business directions/communication among internal and external stakeholders with regards to overall organization goals and plans and

also the proprietary product planning.

From 2016 to 2021 Ms.

Chuah was the Chief Operating Officer for World Cloud Ventures Sdn Bhd.

At World Cloud, Ms.

Chuah’s responsibilities were, among other things, project management for mobile app, i1happyhour;

portal development, business development planning, marketing strategy planning and business readiness;

leading the application of MSC

status for the company under the product:

i1happyhour and successfully getting the approval;

project management for Loyalty Reward Program,

Gem Reward, ensuring development of IT portal, business readiness, marketing readiness, business development, legal agreement matters

and customer service and project management for e-commerce program, ze.la.fa covering the IT platform development, online seller recruitment,

agreement preparation and customer service.

Chuah earned a Bachelor’s of Business in Finance and Banking from Charles Stuart

University in 2010.

Chun ‘Michael’ Chan is our Chief Financial Officer, appointed as of July 31, 2023.

Prior to his appointment as Chief

Financial Officer, Mr.

Chan was the Company’s Financial Controller from January 3, 2023, where he handled finance, and accounts

matters as well as assisting with M&A and fund raising.

From May 2022 to September 2022, he was the Chief Financial Officer for Ikhasas

Group of companies handling overall corporate finance including potential IPO, fund raising, banking, tax and accounts and investment.

From January 2022 to May 2022, he was the Head of Group Treasury for Sime Darby Plantation Bhd (“Sime Darby”), a public listed

company in Malaysia.

At Sime Darby, Mr.

Chan managed group cashflow, including banking facilities, worked on group inter-company reconciliations,

financial reports and budget and cashflow plans.

From July 2020 to February 2021, Mr.

Chan, served as Group Deputy CEO/Group Chief Financial

Officer for Smart Glove Holding Sdn Bhd, a Malaysian private company where he helped reorganize and prepare business for a potential

initial public offering.

From November 2015 to June 2020, Mr.

Chan served as Chief Financial Officer for TS Global Network Sdn Bhd, a

member company of PT Telkom Indonesia, where he completed the restructuring and turnaround as well as leading the successful adoption

of MFRS standards.

Prior to this, from April 2013 to November 2015, he was a Chief Financial Officer for Pasukhas Group Bhd.

Carimin Group of Companies from May 2000 to Aug 2012 before leaving as Group Financial Controller.

Chan Meng Chun received his Advance Diploma in Accounting from Institute of Financial Accountants (United Kingdom) in 2007 and a Master’s

Degree in Finance and Accounting from University of Wales in 2014.

Mr Chan Meng Chun is a fellow member of the Institute of Public Accountants

(Australia) and fellow member of the Institute of Financial Accountants (United Kingdom).

Huay “Sue” Chuah

our Chief Marketing Officer.

From March 2021 to present Ms.

Chuah has been the Chief Marketing Officer for GEM.

At GEM, her responsibilities

have been, among other things, to set marketing goals to establish strategic direction and plan positioning;

plan, implement and manage

marketing strategies;

and contribute to the overall development of the company.

From 2017 to 2021 Ms.

Chuah was the Branding & Communication

Director for Click Internet Traffic Sdn Bhd.

At Click, Ms.

Chuah, among other things, participated in the development of the brand marketing

strategies in order to establish strategic direction and program positioning;

defined the departmental vision to instill it in all levels

of the marketing department to make up part of the working culture and oversaw the brand planning process inclusive of the definition

of target consumers and the development of marketing mix and strategies.

From 2016 to 2017, Ms.

Chuah was the Brand Manager for Click

and her key responsibilities were, among other things, to oversee a wide array of business functions including branding, communication

channels, product development, online and offline promotions, and market research;

team management and support their efforts and report

to higher level and to identify how the brand is currently positioned in the market and identify future trends.

Chuah received a

Bachelor’s degree in Mass Communication from Limkokwing University College of Creative Technology in 2005.

Hoe “Samuel” Sam

our Chief Technology Officer.

From 2018 to 2020 Mr.

Sam was the Senior Technical Manager for ARB Development SDN Bhd.

At ARB Development,

Sam, among other things, established the company’s technical vision and lead all aspects of the company’s technological

directed the company’s strategic direction, development and future growth and provided leadership to department to

meet customer’s deadlines.

Sam was the Lead Programmer for World Cloud Ventures Sdn Bhd.

At World Cloud.

other things, managed a team of programmers, to support and develop in-house software application;

gathered requirements from management,

and developed solutions;

and embedded bidding feature for a membership mobile application.

From 2017 to 2018 Mr.

Sam was the Senior Manager

for Tone Excel International Sdn Bhd.

Sam Managed internal MIS Team;

worked with vendor to maintain in-house Hardware/Software/Network

infrastructure;

re-organized hosting server structure and removed redundant server;

and worked with vendor to restructure current software

framework to enable the System backbone support web application and mobile application.

From 2015 to 2017, Mr.

Sam was the Chief Technology

Officer for Isynergy Universal Sdn Bhd.

At Isynergy, Mr.

Sam, among other things, setup an IT team to maintain and enhance their core

business system (Software/Hardware);

worked with CBO to carry out the new system development, integration and implementation;

with MIS Outsourcing Company to maintain in-house Hardware/Software/Email issue.

Sam earned a Bachelor’s degree in Computer

Science/Information Technology in 2004 and a Graduate diploma of Computer Science/Information Technology in 2003.

Long “Jerry” Ooi

our Vice President.

From 2017 to present, Mr.

Ooi has been the Managing Director of Ezytronic Sdn Bhd, where he leads business development.

Prior to that role, Mr.

Ooi served as Sales & Marketing Manager of Ezytronic Sdn Bhd, where he was in charge of sales structure,

marketing strategy, and team development.

Ooi received a Diploma of Computer Science/Information Technology in 2002.

an Executive Director.

From 2019 to present Ms.

Ho has been an Executive Director at Hanz Consulting Group Sdn.

where she provides

professional and business consultation services, in terms of compliance and advisory for audit, tax and company secretarial related matters

and professional training and coaching, Fron March 2018 to October 2019 she worked for RSM Tax Consultants (Malaysia) Sdn Bhd.

Executive Director where she led a team of 30 tax associates, seniors, managers and directors.

Ho obtained an Advanced Diploma in

Commerce Business Studies (Financial Accounting) and a Diploma in Business Studies (Accounting) from Tunku Abdul Rahman College in 2001.

“Bobby” Banks

Banks is a seasoned financial services executive.

He previously worked in the New York and London offices of Goldman

Sachs in the Corporate Finance, Mergers & Acquisitions and Communications, Media & Entertainment investment banking departments.

Upon leaving Goldman Sachs, Mr.

Banks joined JP Morgan Chase in their London Office as a Managing Director and Head of the Telecom and

Media investment banking business in Europe, the Middle East and Africa (“EMEA”).

He subsequently ran the Equity Capital

Markets business for JP Morgan Chase also in EMEA.

Banks has also worked in venture capital from 2014 to 2017 serving as Group Chief

Financial Officer, Member of the Investment Committee, Chief Investor Relations Officer and Executive Board Member of Mountain Partners

AG, a Zurich based venture capital firm.

Since 2017, Mr.

Banks has been an independent financial and strategy advisor to a number of

companies across industries.

Banks has a BA in Government from Dartmouth College and an MBA in Finance from the Wharton School at

the University of Pennsylvania.

is a Director.

Baccanello is an experienced

corporate finance executive with expertise in advising companies operating in a broad range of industries, particularly within the technology

space, in early to late-stage financings, growth strategy and strategic disposals, restructurings and acquisitions.

In addition, he has

experience in the preparation of the listing and initial public offering documents for companies on Nasdaq and international exchanges,

with an emphasis on funding requirements and regulatory filings.

Baccanello also has developed acquisition and marketing strategies

for multiple digital opportunities, focusing on content published to app stores, including rapidly growing digital businesses in the technology

and gaming space.

From 2016 to present, Mr.

Baccanello is a member of the Corporate Development team where he leads and manages business

plan developments.

Prior to that role, he was the Chief Financial Officer of PlayJam from 2010 to 2016, where he planned, implemented

and managed all the finance activities, including business planning, budgeting, forecasting and negotiations.

Baccanello’s experience

as a former chartered accountant at PricewaterhouseCoopers and director of a private equity firm, specifically his expertise in managing

growth businesses within the services, media and technology industries, make him a qualified director to serve on our Board.

earned a Bachelor’s degree in Economics at the University of Southampton.

is a Director.

Jeremy is an experienced Corporate

Financier with track-record of sourcing, structuring and negotiating and completing complex M&A deals and financings across a broad

range of sectors and geographies.

From 2013 to present Mr.

Jeremy has been the founder and Director of J and L Roberts Advisors in London,

UK., a corporate consultancy firm.

At J and L, Mr.

Roberts has, among other things, advised family owners, High Net Worth Individuals,

corporate and private equity groups on growth strategies and expansion;

structuring and raising capital for various business ventures;

as well as M&A assignments.

From 2013 to 2014 he was the Managing Director and consultant for i76 Sp Zoo in Warsaw, Poland.

At i76, he completed Ipopema 76’s first acquisition:

Impress Group from Constantia Industries and worked on post-acquisition and

separation matters to post-acquisition optimize internal group structure.

From 2011 to 2013 Mr.

Jeremy was a Principal at Corven

Corporate Finance in London, UK.

From 2002 to 2011, Mr.

Jeremy was a Director of Lansdowne Capital, an investment banking boutique, where

he originated and executed transactions within the broader industrials sector.

Between 2000 and 2002, Mr.

Roberts was a Vice President

in the investment banking division of Credit Suisse in London.

Jeremy earned a BSc in Economics and Politics from University of Bath

Leadership Structure and Risk Oversight

Kok Pin “Darren” Tan

Wei Ping Leong

Director and Chairman of the Audit Committee of the Board

Wai Kuan Chan

Director and Chairman of the Compensation Committee of the Board

Thow is our Chief Executive Officer and an executive director.

Thow s erved as Chief

Legal Officer of VCI Global Limited (NASDAQ:

VCIG) from July 2022 until June 2024, where he was responsible for setting the overall legal

strategy for the organization and its subsidiaries, and for providing legal counsel to senior management and the board of directors.

Prior to joining VCI Global Limited, Mr.

Thow practiced law as a Senior Associate with Zaid Ibrahim & Co.

(a member of ZICO Law network)

from 2019 to 2022, and as Legal Associate with Martin Cheah & Associates from 2018 to 2019, where he provided legal assistance with

regard to mergers and acquisitions and corporate financing matters, among other things.

Thow graduated with a Bachelor of Laws from

the University of Northumbria at Newcastle in 2014, a Master of Laws from the University of Malaya in 2016 and a Master of Business Administration

from Lancaster University in 2021.

Thow has also obtained a Certificate of Legal Practice from the Legal Profession Qualifying Board

of Malaysia in 2016, and he was admitted as an advocate and solicitor of the High Court of Malaya in 2018.

Sook Lee Chin is our Chief Financial

Chin, age 35, is currently serving as the Financial Controller of the Company since

She has over 12 years of experience in accounts and finance departments across multiple industries, including investment holding,

advertising and marketing and medical.

Prior to joining the Company, Ms.

Chin was a Finance Manager at Clinical Research Malaysia from

2021 until 2024, where she was responsible for reporting, tax and accounting functions, annual budget and monitoring of company performance

against its annual budget and lead and managed team members for accounting matters.

From 2019 until 2021, Ms.

Chin was a Finance and Admin

Manager at Freeform Untitled Sdn Bhd., where she prepared monthly management accounts and cash flow projections and liaised and coordinated

with external auditors, tax consultants and executives of the company.

Chin graduated from Sunway College in 2014 and subsequently

became a Chartered Accountant in 2015.

Chin is a Fellow member of the Association of Chartered Certified Accountants and a member

of the Malaysian Institute of Accountants.

Kok Pin “Darren” Tan has

been a Director since July 2024.

Tan is qualified to serve on the Board due to his extensive entrepreneurial experience.

to January 2015, Dr.

Tan served as the managing director of Ezytronic Sdn Bhd.

In this role, he oversaw the company’s overall operations

and strategic direction, focusing on growth, profitability, and alignment with business objectives.

From June 2015 to July 2017, Dr.

was the chief operating officer of E-Gate Services Sdn Bhd.

His responsibilities included managing day-to-day operations and ensuring

company efficiency to meet organizational goals.

From March 2020 to June 2024, Dr.

Tan served as an advisor to our Company, providing

valuable insights into our business affairs.

Tan holds a Bachelor’s degree in building management from Sheffield Hallam University

since 2006 and a Ph.D.

in strategic financial management from Global University of Lifelong Learning.

Tan is qualified to serve on

the Board due to his extensive executive experience.

Wei Ping Leong has been a Director

since August 2024.

He commenced his professional career with various established professional firms including KPMG.

During his tenure

with these professional firms, he specialized in statutory and internal auditing, as well as advisory work including initial and secondary

offering, domestic and cross-border mergers and acquisitions.

He was the founder of Sands Capital Sdn Bhd in 2012, specializing in audit

and advisory work, where he oversaw every operation of the company, until 2013.

He is also the Co-Founder of ZORIXchange, a crypto currency

exchange platform, and he is responsible for increasing company revenue with professional strategies, developing new business opportunities

and expanding brand influence.

He holds directorships at several companies, including Director at WInvest Global Sdn Bhd since 2013, Executive

Director at Asia Television Digital Media Limited since 2020 and Director at ATV News Southeast Asia since 2021.

Leong holds a Bachelor

Degree of Commerce in Accounting and Finance from Curtin University of Technology, Perth, Australia, and a Master Degree of Commerce in

Accounting and Finance, from Macquarie University, Sydney, Australia.

Leong is qualified to serve on the Board due to his extensive

experience in international business operations.

Wai Kuan Chan has been a Director

since September 2024.

Chan brings with him his expertise in sales and business development.

He was a Sales Director of Skyway Motorsports

Sdn Bhd from 2008 to 2009, where he spearheaded sales initiatives for high-performance and luxury vehicles as well as collaborated with

marketing teams to design and launch promotional campaigns.

From 2010 to 2012, he joined Naza Motor Sdn Bhd as their Sales Director, where

he was responsible for directing sales operations for multiple automotive brands under the Naza Group and managed a large sales force

across various regions in Malaysia.

Chan then co-founded Lẻ-Hase Motor Sdn Bhd in 2012, where he oversaw all aspects of the

business and developed business strategies and operational processes until 2014.

In 2014, he joined Hap Seng Star Sdn Bhd as Sales Director,

where he was tasked with leading sales strategies for luxury automotive brands, managed a team of sales professionals, developed and implemented

customer relationship management strategies until 2018.

Chan founded Casa Tropical Enterprise in 2018, which he is managing to the

present day, with his responsibilities including overseeing product development, marketing strategies and international distribution channels,

developing and implementing strategic business plans and managing key stakeholder relationships.

Chan is qualified to serve on the

Board due to his extensive expertise in driving market expansion and revenue growth.

Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly

11 unchanged sentences

definition of “independence” applied by Nasdaq to make this determination.

Nasdaq Listing Rule 5605(a)(2) provides that an

“independent director” is a person other than an officer or employee of the company or any other individual having a relationship

Nasdaq Listing Rule 5605(a)(2) provides that

an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship

which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities

1 unchanged sentence

The Nasdaq listing rules provide that a director cannot be considered independent if:

is, or at any time during the past three (3) years was, an employee of the company;

or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12)

consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including,

among other things, compensation for board or board committee service);

or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the

company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of

the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3)

director is, or at any time during the past three (3) years was, an employee of the company;

director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve

(12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions,

including, among other things, compensation for board or board committee service);

director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which

the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed

5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions);

director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three

(3) years, any of the executive officers of the company served on the Remuneration Committee of such other entity;

or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three

(3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

such definitions, our Board has undertaken a review of the independence of each director.

Based on information provided by each director

concerning his background, employment and affiliations, our Board has determined that Jeremy Roberts, Marco Baccanello and Joseph “Bobby”

Banks are independent directors of the Company.

director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past

three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit.

Under such definitions, our Board has undertaken

a review of the independence of each director.

Based on information provided by each director concerning his background, employment and

affiliations, our Board has determined that Kok Pin “Darren” Tan, Wei Ping Leong and Wai Kuan Chan are independent directors

of the Company.

of the Board of Directors

4 unchanged sentences

or until as otherwise determined by our Board.

have established an audit committee consisting of Marco Baccanello, Joseph “Bobby” Banks and Jeremy Roberts.

Marco Baccanello

is the Chairman of the audit committee.

In addition, our Board has determined that Marco Baccanello is an audit committee financial expert

within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act.

The audit committee’s

duties, which are specified in our Audit Committee Charter, include, but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board

whether the audited financial statements should be included in our annual disclosure report;

We have established an audit committee consisting

of Kok Pin “Darren” Tan, Wei Ping Leong and Wai Kuan Chan.

Wei Ping Leong is the Chairman of the audit committee.

our Board has determined that Wei Ping Leong is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K

under the Securities Act of 1933, as amended, or the Securities Act.

The audit committee’s duties, which are specified

in our Audit Committee Charter, include, but are not limited to:

and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether

the audited financial statements should be included in our annual disclosure report;

with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation

7 unchanged sentences

● pre-approving

all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the

services to be performed;

all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services

to be performed;

or replacing the independent auditor;

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and

the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls

or reports which raise material issues regarding our financial statements or accounting policies;

● determining

the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the

independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

● establishing

procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or

reports which raise material issues regarding our financial statements or accounting policies;

reimbursement of expenses incurred by our management team in identifying potential target businesses.

6 unchanged sentences

background that results in the individual’s financial sophistication.

have established a compensation committee of the Board to consist of Joseph “Bobby” Banks, Jeremy Roberts and Marco Baccanello,

each of whom is an independent director.

Each member of our compensation committee is also a non-employee director, as defined under

Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code.

Joseph “Bobby”

Banks is the chairman of the compensation committee.

The compensation committee’s duties, which are specified in our Compensation

Committee Charter, include, but are not limited to:

We have established a compensation committee of

the Board to consist of Kok Pin “Darren” Tan , Wei Ping Leong and Wai Kuan Chan, each of whom is an independent director.

Wai Kuan Chan is Chairman of the compensation committee.

Each member of our compensation committee is also a non-employee director, as

defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of

Joseph “Bobby” Banks is the chairman of the compensation committee.

The compensation committee’s duties, which

are specified in our Compensation Committee Charter, include, but are not limited to:

approving and determining, or recommending to our board of directors regarding, the compensation of our executive officers;

2 unchanged sentences

and approving, or recommending to our board of directors, regarding incentive compensation and equity compensation plans;

● establishing

and reviewing general policies relating to compensation and benefits of our employees.

and Corporate Governance Committee

have established a nominating and corporate governance committee consisting of Jeremy Roberts, Joseph “Bobby” Banks and Marco

Jeremy Roberts is the Chairman of the nominating and corporate governance committee.

We have established a nominating and corporate

governance committee consisting of Kok Pin “Darren” Tan, Wei Ping Leong and Wai Kuan Chan.

The nominating and corporate governance

committee’s duties, which are specified in our Nominating and Corporate Governance Audit Committee Charter, include, but are not

● identifying,

reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

9 unchanged sentences

Relationships

Chen “Chanell” Chuah, our Chief Operating Officer and Su Huay “Sue” Chuah, our Chief Marketing Officer are sisters.

are no family relationships among any of our directors or executive officers.

in Certain Legal Proceedings

2 unchanged sentences

Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and executive

officers and persons who own more than 10% of a registered class of our equity securities (“Ten Percent Holders”) to file

reports of beneficial ownership and changes in beneficial ownership with the SEC.

To our knowledge, based solely on a review of the copies

of such reports furnished to us, the following directors, executive officers and Ten Percent Holders did not comply with all Section 16(a)

filing requirements during the fiscal year 2023 as follows:

(i) our independent director, Joseph “Bobby” Banks, has yet to

file his Form 3 and is planning to file his Form 3 as soon as reasonably practicable;

(ii) our executive director, Ho Yi Hui, filed his

Form 3 filing late;

and (iii) our recently appointed Chief Financial Officer, Meng Chun “Michael” Chan, filed his Form 3 filing

Executive Compensation

Section 16(a) of the Exchange Act

requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (“Ten

Percent Holders”) to file reports of beneficial ownership and changes in beneficial ownership with the SEC.

To our knowledge,

based solely on a review of the copies of such reports furnished to us, the following directors, executive officers and Ten Percent Holders

did not comply with all Section 16(a) filing requirements during the fiscal year 2023 as follows:

(i) our independent director,

Joseph “Bobby” Banks, has yet to file his Form 3 and is planning to file his Form 3 as soon as reasonably practicable;

(ii) our executive director, Yi Hui Ho, filed her Form 3 filing late;

and (iii) our recently appointed Chief Financial

Officer, Meng Chun “Michael” Chan, filed his Form 3 filing late.

Compensation Table

following table illustrates the compensation paid by the Company to its executive officers.

The disclosure is provided for the fiscal

years ended June 30, 2023 and 2022.

The disclosure is provided for the fiscal years

ended June 30, 2024 and 2023.

We refer to these individuals as our “named executive officers.”:

1 unchanged sentence

Chong Chan “Sam” Teo (2)

Former Chief Executive Officer

Su Chen “Chanell” Chuah (3)

Former Chief Operating Officer

Meng Chun “Michael” Chan (4)

Former Chief Financial Officer

Su Huay “Sue” Chuah (5)

Former Chief Marketing Officer

Chen Hoe “Samuel” Sam (6)

Former Chief Technology Officer

Chief Executive Officer

Voon Him “Victor” Hoo (3)

Chairman and Managing Director

Sook Lee Chin

Chief Financial Officer

Ching Loong “Henry” Chai

Former Chief Operating Officer

were paid in Malaysian Ringgits, U.S.

dollar amounts are approximate.

Teo was appointed Chief Executive Officer on June 16, 2021.

Hoo resigned as Chairman and Managing Director on March 20, 2023

of our other executives earned compensation in excess of $100,000 in fiscal years ended June 30, 2023 or 2022 and therefore pursuant

to Instruction 1 to Item 402(m)(2) of Regulation S-K, only the compensation for our Chief Executive Officer and Chief Financial Officer

Teo resigned as Chief Executive Officer on June 13, 2024.

Chuah resigned as Chief Operating Officer on June 21, 2024.

Chan resigned as Chief Financial Officer on June 14, 2024.

Chuah resigned as Chief Marketing Officer on June 21, 2024.

Sam resigned as Chief Technology Officer on November 1, 2023.

of our other executives earned compensation in excess of $100,000 in fiscal years ended June 30, 2024 or 2023 and

therefore pursuant to Instruction 1 to Item 402(m)(2) of Regulation S-K, only the compensation for our principal

executive officers is provided.

Employment Agreement

Chong Chan “Sam” Teo, our Chief Executive

Officer, and the Company entered into an Executive Employment Agreement dated as of July 1, 2020 (the “Teo Employment Agreement”),

pursuant which Mr.

Teo was appointed as our Chief Operating Officer.

On June 16, 2021.

Teo resigned as our Chief Operating Officer

and was appointed Chief Executive Officer.

Teo is still otherwise employed under the terms of the Teo Employment Agreement.

Employment Agreement provides Mr.

Teo with a basic salary of MYR 10,000 (approximately $2,408) per month, which was increased to MYR 10,500

(approximately $2,333) per month on August 1, 2020, then further increased to MYR 11,500 (approximately $2,555) per month on July 1, 2022,

followed by an additional increase to MYR 16,000 (approximately $3,555) per month on January 1, 2023 and recently increased to MYR 18,000

(approximately $4,000 ) per month on June 1, 2023 and benefits that are generally given

to our senior executives.

The Company or Mr.

Teo may terminate the Employment Agreement with one hundred twenty days’ notice effective

August 1, 2023.

Teo was also employed as the Chief Executive Officer of GEM since March 1, 2020 on identical terms.

Thow, our Chief Executive Officer, and the Company entered into an Executive Employment Agreement dated as of June 13, 2024 (the “Thow

Employment Agreement”), pursuant which Mr.

Thow was appointed as our Chief Executive Officer.

term of the Thow Employment Agreement is for one year of which term is renewable on a yearly basis.

Thow is entitled to receive a

basic monthly salary of RM 20,000 with a fixed allowance of RM 800.

In addition, Mr.

Thow will be entitled to a total of $120,000 worth

of shares of common stock of the Company on an annual basis for the first year, of which $10,000 worth of shares of common stock of the

Company shall be issued to Mr.

Thow at the end of each month during his first year of employment, and the share compensation for the

subsequent year(s) will be based on the year’s performance.

During the term of the Employment Agreement, either party may terminate

the Employment Agreement by providing two (2) months’ written notice or salary in lieu of such notice to the other party.

termination of employment, Mr.

Thow will be subject to a one year non-solicitation period with regard to the hiring of employees of the

Company and soliciting clients of the Company, among other things.

Employment Agreement:

Yi Hui Ho, our Executive Director, and the Company

entered into an Executive Employment Agreement dated as of March 20, 2023 (the “Ho Employment Agreement”), pursuant which

Ms Ho was appointed as our Executive Director.

The Ho Employment Agreement is one year term and on yearly renewable term.

Employment Agreement Ms.

Ho is entitled to compensation of MYR20,000 (approximately $4,444 per quarter effective from March 20 2023.

Company or Ms Ho may terminate the Employment Agreement with 2 months’ written notice.

Sook Lee Chin, our Chief Financial Officer, and

the Company entered into the Executive Employment Agreement dated as of June 14, 2024 (the “Chin Employment Agreement”), pursuant

Chin was appointed as the Chief Financial Officer of the Company.

The term of the Employment Agreement is for one year of

which term is renewable on a yearly basis.

Chin is entitled to receive a basic monthly salary of RM 18,000.

In addition, Ms.

will be entitled to a total of $80,000 worth of shares of common stock of the Company on an annual basis for the first year, of which

$6,666.67 worth of shares of common stock of the Company shall be issued to Ms.

Chin at the end of each month during her first year of

employment, and the share compensation for the subsequent year(s) will be based on the year’s performance.

During the term of the

Employment Agreement, either party may terminate the Employment Agreement by providing two (2) months’ written notice or salary

in lieu of such notice to the other party.

Upon termination of employment, Ms.

Chin will be subject to a one-year non-solicitation period

with regard to the hiring of employees of the Company and soliciting clients of the Company, among other things.

Equity Awards at June 30, 2024

8 unchanged sentences

Jeremy Roberts

independent directors (Joseph “Bobby” Banks, Marco Baccanello and Jeremy Roberts) are entitled to receive $6,000 per

month, commencing October 16, 2021.

As Chairman of the Audit Committee Mr.

Baccanello also received $7,000 per month from July

to September 2022 for this fiscal year ended June 30, 2023.

The payment is for the establishment of the Audit

Committee and its procedures and processes, the engagement ended in September 2022.

The independent directors are also entitled

to receive $300,000 in shares of our common stock issued and to be issued in $60,000 installments on December 11, 2022, March 11,

2023, June 11, 2023, September 11, 2023, and December 11, 2023.

The value of the shares will be based on the average closing price

of our common stock as reported on Nasdaq for the last five (5) business days in November 2022.

On December 30, 2022, the

independent directors agreed to the waiver of the $300,000 equity compensation.

Security ownership Certain Beneficial Owners and Management

table below sets forth information regarding the beneficial ownership of the common stock by (i) our directors and named executive officers;

(ii) all the named executives and directors as a group and (iii) any other person or group that to our knowledge beneficially owns more

than five percent of our outstanding shares of common stock.

We have determined beneficial ownership in accordance

with the rules and regulations of the SEC.

These rules generally provide that a person is the beneficial owner of securities if such person

has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire

such powers within 60 days.

Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of

September 25, 2023 are deemed to be outstanding and beneficially owned by the person holding the options.

Shares issuable pursuant to stock

options or warrants are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but

are not deemed outstanding for computing the percentage ownership of any other person.

Except as indicated by the footnotes below, we

believe, based on the information furnished to us, that the persons and entities named in the table below will have sole voting and investment

power with respect to all shares of common stock that they will beneficially own, subject to applicable community property laws.

The percentage

of beneficial ownership is based on 20,317,579 shares of common stock outstanding on September 25, 2023.

The information contained in this table is as of September 25, 2023.

that date, 20,317,579 shares of our common stock were outstanding.

The independent directors (Joseph

“Bobby” Banks, Marco Baccanello and Jeremy Roberts) are entitled to receive $6,000 per month for their services.

Effective January 1, 2024, the monthly compensation for independent directors will be reduced to $3,000.

The change follows an

interim reduction to $3,000 per month that commenced on October 16, 2021.

On August 30, 2024, Joseph “Bobby” Banks and

Jeremy Roberts resigned as members of the Board.

On September 6, 2024, Marco Baccanello resigned as a member of the Board.

ownership Certain Beneficial Owners and Management

table below sets forth information regarding the beneficial ownership of the common stock by (i) our directors and named executive

(ii) all the named executives and directors as a group and (iii) any other person or group that to our knowledge

beneficially owns more than five percent of our outstanding shares of common stock.

have determined beneficial ownership in accordance with the rules and regulations of the SEC.

These rules generally provide that

a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose

or direct the disposition thereof or has the right to acquire such powers within 60 days.

Shares of common stock subject to options

that are currently exercisable or exercisable within 60 days of September 25, 2024 are deemed to be outstanding and beneficially

owned by the person holding the options.

Shares issuable pursuant to stock options or warrants are deemed outstanding for computing the

percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership

of any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons

and entities named in the table below will have sole voting and investment power with respect to all shares of common stock that they

will beneficially own, subject to applicable community property laws.

information contained in this table is as of September 25, 2024.

At that date, 5,255,041 shares of our common stock were outstanding.

Name and Address of Beneficial Owner (1)

Officers and Directors

Chong Chan “Sam” Teo

Chief Executive Officer

Su Chen “Chanell” Chuah

Chief Operating Officer

Meng Chun “Michael” Chan

Chief Executive Officer and Executive Director

Sook Lee Chin

Chief Financial Officer

Su Huay “Sue” Chuah

Chief Marketing Officer

Chen Hoe “Samuel” Sam

Chief Technology Officer

Jau Long “Jerry” Ooi

Vice President

Executive Director

“Bobby” Banks

Marco Baccanello

Jeremy Roberts

Kok Pin “Darren” Tan

Wei Ping Leong

Wai Kuan Chan

Officers and Directors as a Group (total of 5 persons)

5%+ Stockholders

Chong Chan “Sam” Teo

The Evolutionary Zeal Sdn Bhd (2)

Tophill Holdings Sdn.

otherwise indicated, the principal address of the named directors and directors and 5% stockholders

of the Company is care of Treasure Global Inc., 276 5th Avenue, Suite 704 #739, New York,

New York 10001.

(2) Controlled

by two individuals, Wan Zainudin bin Wan Ibrahim and Roslina binti Omar.

Certain Relationships and Related Party Transactions, and Director Independence

otherwise indicated, the principal address of the named directors and directors and 5% stockholders of the Company is care of Treasure

Global Inc., 276 5 th Avenue, Suite 704 #739, New York, New York 10001.

Relationships and Related Party Transactions, and Director Independence

than as disclosed below, and except for the regular salary and bonus payments made to our directors and officers in the ordinary course

of business as described in “Item 11.

Executive Compensation,” there have been no transactions since July 1, 2022, or any

currently proposed transaction or series of similar transactions to which the Company was or is to be a party, in which the amount involved

exceeds USD$120,000 and in which any current or former director or officer of the Company, any 5% or greater shareholder of the Company

or any member of the immediate family of any such persons had or will have a direct or indirect material interest.

Chen “Chanell” Chuah, our Chief Operating Officer and Su Huay “Sue” Chuah, our Chief Marketing Officer are sisters.

Roberts and Marco Baccanello, both of whom are independent directors of the Company are also independent directors of VCI Global Limited,

the parent of V Capital Kronos Berhad, an affiliate of the Company during the fiscal year ended June 30, 2023.

V Capital Kronos Berhad is no longer an affiliate of the Company.

As of June 30, 2022, Kok Pin “Darren” Tan, the Company’s

former Chief Executive Officer, has loaned the Company $1,862,606, on an interest free basis.

During the fiscal year ended June 30,

2023, the Company has repaid $1,728,227 to Kok Pin “Darren” Tan.

The remaining amount outstanding is payable on demand.

As of June 30, 2023 and 2022, loan balance from

Chong Chan “Sam” Teo, the Company’s Chief Executive Officer, was amounted to $186,579 and $197,480, respectively, on

an interest free basis.

During the fiscal year ended June 30, 2023, World

Cloud Ventures Sdn.

has converted its convertible note balance amounted to $108,590 into shares of the Company’s common stock

upon completion of the Company’s initial underwritten public offering.

Jau Long “Jerry” Ooi, a Vice President of the

Company owns 50% of the equity of World Cloud Ventures Sdn.

As of June 30, 2022, World Cloud Ventures Sdn.

During the fiscal year ended June 30, 2023, Chuah

Su Mei has converted its convertible note balance amounted to $240,444 into shares of the Company’s common stock upon completion

of the Company’s initial underwritten public offering.

Chauh Su Mei, who is the Spouse of Kok Pin “Darren” Tan, shareholder

of the Company.

During the fiscal year ended June 30, 2023, Click

Development Berhad has converted its convertible note balance amounted to $120,235 into shares of the Company’s common stock upon

completion of the Company’s initial underwritten public offering.

Click Development Berhad is the shareholder of the Company.

During the fiscal year ended June 30, 2023, Cloudmaxx

Sdn Bhd has converted its convertible note balance amounted to $568,305 into shares of the Company’s common stock upon completion

of the Company’s initial underwritten public offering.

Jau Long “Jerry” Ooi, a Vice President of the Company owns 30%

of the equity of Cloudmaxx Sdn.

During the fiscal year ended June 30, 2023,

V Capital Kronos Berhad has converted its convertible note balance amounted to $1,400,000 into shares of the Company’s common

stock upon completion of the Company’s initial underwritten public offering.

Chauh Su Mei, who is the Spouse of Kok Pin

“Darren” Tan, shareholder of the Company.

Voon Him “Victor” Hoo owns more than 50% of the equity of V

Capital Kronos Berhad.

V Capital Kronos Berhad owned 14.55% of our outstanding shares of common stock during the Company’s

last fiscal year.

V Capital Kronos Berhad does not currently own any of the Company’s common stock.

During the fiscal year ended June 30, 2023 and

2022, the Company paid $290,476 and $690,367, respectively, to True Sight for consulting services.

Su Huay “Sue”

Chuah, our Chief Marketing Officer is a 40% shareholder of True Sight Sdn Bhd.

During the fiscal year ended June 30, 2023, Voon Him “Victor”

Hoo received 285,714 shares of our common stock upon his resignation from our board of directors.

Principal Accounting Fees and Services

Executive Compensation,” there have been no transactions since July 1, 2023,

or any currently proposed transaction or series of similar transactions to which the Company was or is to be a party, in which the amount

involved exceeds USD$120,000 and in which any current or former director or officer of the Company, any 5% or greater shareholder of

the Company or any member of the immediate family of any such persons had or will have a direct or indirect material interest.

30, 2023, the Company issued a total of 25,954 (1,816,735 pre reverse split) restricted shares

of common stock to the Company’s Former Chief Executive Officer, Chong Chan “Sam” Teo, and Director, Kok Pin “Darren”

Tan (collectively, the “Creditors”) in exchange for the cancellation of $321,562 in aggregate indebtedness owed to the Creditors.

Accounting Fees and Services

and Non-Audit Fees

Effective July 3, 2023, WWC, P.C.

was appointed by the Company to serve as its new independent registered public accounting firm to audit and review the Company’s

financial statements for the year ended June 30, 2023.

Effective September 1,

2022, Friedman LLP (“Friedman”) combined with Marcum LLP and continued to operate as an independent registered public accounting

On December 5, 2022, the Audit Committee and the Board of Directors of the Company approved the dismissal of Friedman LLP and

the engagement of Marcum Asia CPAs LLP (“Marcum Asia”) to serve as the independent registered public accounting firm of the

The services previously provided by Friedman LLP was provided by Marcum Asia as a combined entity.

Marcum Asia and Friedman LLP

served as the Company’s independent registered public accounting firm during the fiscal years ended June 30, 2023 and 2022.

(“WWC”) was appointed

by the Company to serve as its new independent registered public accounting firm to audit and review the Company’s financial statements

for the year ended June 30, 2023.

Effective September 1, 2022, Friedman LLP (“Friedman”)

combined with Marcum LLP and continued to operate as an independent registered public accounting firm.

On December 5, 2022, the Audit

Committee and the Board of Directors of the Company approved the dismissal of Friedman LLP and the engagement of Marcum Asia CPAs LLP

(“Marcum Asia”) to serve as the independent registered public accounting firm of the Company.

The services previously provided

by Friedman LLP was provided by Marcum Asia as a combined entity.

Marcum Asia and Friedman LLP served as the Company’s independent

registered public accounting firm during the fiscal years ended June 30, 2023 and 2022.

Audit services provided by WWC, P.C.

year ended June 30, 2023 included the examination of the consolidated financial statements of the Company.

Audit services provided by

Marcum Asia and Friedman for fiscal years ended June 30, 2023 and 2022 included the examination of the consolidated financial statements

of the Company, and services related to periodic filings made with the SEC.

WWC’s audit fee

for the year ended June 30, 2023 was $180,000.

Marcum Asia and Friedman’s audit fee for the years ended June 30, 2023 and 2022 was

$300,000 and $270,969, respectively.

year ended June 30, 2024 and 2023 included the examination of the consolidated financial statements of the Company, and service related

to period filing made with the SEC.

Audit services provided by Marcum Asia and Friedman for fiscal years ended June 30, 2023 included

the examination of the consolidated financial statements of the Company, and services related to periodic filings made with the SEC.

WWC’s audit fee for the year ended June 30,

2024 and 2023 was $180,000 and $180,000.

Marcum Asia and Friedman’s audit fee for

the years ended June 30, 2023 was $300,000

Audit Related Fees

Marcum Asia’s audit-related fee for the year ended June 30, 2023

Friedman’s tax fees for the year ended June 30, 2023 was $56,505.

aggregate fees billed for the most recently completed fiscal year ended June 30, 2023 and 2022 for professional services rendered by

the principal accountant for the audit of our annual financial statements included in this and services that are normally provided by

the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

WWC’s audit related fee for the year ended June 30, 2024

Marcum Asia’s audit-related fee for the

year ended June 30, 2023 was $20,000.

All Other Fees

WWC’s all other fees relate to review of quarterly financial

statements for the year ended June 30, 2024 was $60,000.

WWC’s tax fees for the year ended June 30,

tax fees for the year ended June 30, 2023 was $56,505.

The aggregate fees billed for the most recently completed fiscal year

ended June 30, 2024 and 2023 for professional services rendered by the principal accountant for the audit of our annual financial

statements included in this and services that are normally provided by the accountant in connection with statutory and regulatory filings

or engagements for these fiscal periods were as follows:

Fiscal Year Ended

1 unchanged sentence

All Other Fees

(1) Fees incurred in conjunction with consents and service performed for

various registration statements filed during the year ended June 30, 2023.

Audit fees consist of fees related to professional services rendered

in connection with the audit of our annual financial statements.

All other fees relate to professional services rendered in connection

with the review of the quarterly financial statements.

Our policy is to pre-approve all audit and permissible non-audit services

performed by the independent accountants.

These services may include audit services, audit-related services, tax services and other services.

Under our Audit Committee’s policy, pre-approval is generally provided for particular services or categories of services, including

planned services, project-based services and routine consultations.

In addition, the Audit Committee may also pre-approve particular services

on a case-by-case basis.

Our Audit Committee approved all services that our independent accountants provided to us for the 2023 fiscal

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Annual Report:

The financial statements are filed as part of this Annual Report under “Item 8.

incurred in conjunction with consents and service performed for various registration statements filed during the year ended June 30,

fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements.

fees relate to professional services rendered in connection with the review of the quarterly financial statements.

Our policy is to pre-approve all audit and permissible

non-audit services performed by the independent accountants.

These services may include audit services, audit-related services, tax services

and other services.

Under our Audit Committee’s policy, pre-approval is generally provided for particular services or categories

of services, including planned services, project-based services and routine consultations.

In addition, the Audit Committee may also pre-approve

particular services on a case-by-case basis.

Our Audit Committee approved all services that our independent accountants provided to us

for the 2024 fiscal year.

Financial Statement Schedules.

following documents are filed as part of this Annual Report:

financial statements are filed as part of this Annual Report under “Item 8.

Financial Statements and Supplementary Data.”

The financial statement schedules are omitted because they are either not applicable or the information required is presented in the

financial statements and notes thereto under “Item 8.

financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial

statements and notes thereto under “Item 8.

Financial Statements and Supplementary Data.”

The exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report.

Certificate of Incorporation

of the Registrant

Bylaws of the Registrant

Amendment to Certificate

of Incorporation of the Registrant

Form of Underwriter Warrant

Form of Common Stock Securities

Purchase Agreement

Form of Convertible Promissory Note issued pursuant to a Securities Purchase Agreement

Registration Rights Agreement dated February 28, 2023

Investment Agreement dated November 1, 2020 between the Registrant and Space Capital Berhad

13.33% Convertible Redeemable Note issued by the Registrant on November 13, 2020 to Space Capital Behard in the principal amount of $2,123,600

Collaboration Agreement dated March 21, 2022 between GEM Reward SDN BHD and TNG Digital SDN BHD

Business Partner Agreement dated February 8, 2022 between Public Bank and Gem Reward Sdn Bhd

exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report.

Certificate of Incorporation of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Bylaws of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Amendment to Certificate of Incorporation of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Form of Underwriter Warrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Pre-Funded Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on December 1, 2023)

Form of Common Stock Securities Purchase Agreement (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Form of Convertible Promissory Note issued pursuant to a Securities Purchase Agreement (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Registration Rights Agreement dated February 28, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on March 1, 2023).

Investment Agreement dated November 1, 2020 between the Registrant and Space Capital Berhad (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

13.33% Convertible Redeemable Note issued by the Registrant on November 13, 2020 to Space Capital Behard in the principal amount of $2,123,600 (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Collaboration Agreement dated March 21, 2022 between GEM Reward SDN BHD and TNG Digital SDN BHD (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Business Partner Agreement dated February 8, 2022 between Public Bank and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Agreement dated August 6, 2021 between iPay88 (M) Sdn.

and Gem Reward Sdn Bhd.

Partnership Agreement dated as of December 16, 2021 between Gem Reward Sdn Bhd and Digi Telecommunications Sdn Bhd

Collection Services Agreement dated as of August 11, 2021 between ATX Distribution Sdn Bhd and Gem Reward Sdn Bhd

and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Partnership Agreement dated as of December 16, 2021 between Gem Reward Sdn Bhd and Digi Telecommunications Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Collection Services Agreement dated as of August 11, 2021 between ATX Distribution Sdn Bhd and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Service Provider Agreement effective January 1, 2022 between Coup Marketing Asia Pacific Sdn.

d/b/a Pay’s Gift and Gem Reward Sdn.

Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Reseller Agreement dated April 12, 2021 between MOL Accessportal Sdn.

d/b/a Razer Gold and Gem Reward Sdn.

Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Merchant Services Agreement dated August 17, 2021 between Morganfield’s and Gem Reward Sdn.

Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Merchant Services Agreement dated August 17, 2021 between The Alley and Gem Reward Sdn.

Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Merchant Services Agreement dated August 17, 2021 between Hui Lau Shan and Gem Reward Sdn.

Employment Agreement dated July 1, 2020 between Chong Chan “Sam” Teo and the Registrant

Employment Agreement dated March 1, 2021 between Su Huay “Sue” Chuah and the Registrant

Employment Agreement dated June 16, 2021 between Su Chen “Chanell” Chuah and the Registrant

Employment Agreement dated June 5, 2023 between Michael Chan Meng Chun and the Registrant

Appointment Agreement dated as of September 1, 2021, by and between Bobby Banks and the Registrant

Appointment Agreement dated as of September 1, 2021, by and between Jeremy Roberts and the Registrant

Appointment Agreement dated as of September 1, 2021, by and between Marco Baccanello and the Registrant

Letter Offer dated as of August 2, 2023, issued by CIMB Bank Berhad to the Registrant

List of Subsidiaries of the Company.

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022).

Employment Agreement dated June13, 2024 between Carlson Thow and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on June 14, 2024)

Employment Agreement dated June 20, 2024 between Chai Ching “Henry” Loong and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on June 25, 2024)

Executive Employment Agreement dated June 14, 2024 between Sook Lee Chin and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on June 17, 2024)

Agreement dated as of October 5, 2023, by and between the Company and YA II PN, Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on October 12, 2023)

Common Stock Securities Purchase Agreement dated February 28, 2023, between the Registrant and YA II PN Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on October 12, 2023)

Form of Convertible Promissory Note issued pursuant to the Securities Purchase Agreement (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No.

333-271872), originally filed on May 12, 2023).

License and Service Agreement dated as of October 12, 2023, by and between the Company and AI Lab Martech Sdn.

Bhd.(Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on October 18, 2023).

Letter Offer dated as of August 2, 2023, issued by CIMB Bank Berhad to the Registrant (Incorporated by reference to the Exhibit 10.23 of Company’s Annual Report on Form 10-K (File No.

001-41476), filed on September 28, 2023).

Underwriting Agreement dated as of November 28, 2023, by and between Treasure Global Inc and EF Hutton LLC (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on December 1, 2023)

Letter Agreement dated November 28, 2023 from Yorkville Advisors Global, L.P.

to Treasure Global Inc (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on December 4, 2023)

Software Development Agreement dated as of December 19, 2023, by and between the Company and VT Smart Venture Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on December 21, 2023).

Software Purchase Agreement dated as of March 12, 2024, by and between the Company and Myviko Holding Sdn.

Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on March 15, 2024).

Software Purchase Agreement dated as of April 8, 2024, by and between the Company and MYUP Solution Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on April 8, 2024).

Share Sale and Purchase Agreement dated as of May 24, 2024, by and between the Company, Jeffrey Goh Sim Ik and Koo Siew Leng (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on May 28, 2024).

Software Purchase Agreement dated as of May 27, 2024, by and between the Company and Falcon Gateway Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on May 30, 2024).

Partnership Agreement between Treasure Global Inc and Credilab Sdn.

dated September 20, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), originally filed on September 20, 2024).

List of Subsidiaries of the Company (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No.

333-264364), filed on August 1, 2022.).

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith).

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

3 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Instance Document

Calculation Linkbase Document

Definition Linkbase Document

Label Linkbase Document

Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Incorporated

by reference to the Company’s Registration Statement on Form S-1 (No.

filed on August 1, 2022.

** Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on March

*** Incorporated by reference to the Company’s Current Report on Form 8-K (File No.

001-41476), filed on June

***** Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of

Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated

by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,

except as otherwise specifically stated in such filing.

Form 10-K Summary

Interactive Data Files

( Filed herewith)

XBRL Instance Document (Filed herewith)

XBRL Calculation Linkbase Document (Filed herewith)

XBRL Definition Linkbase Document (Filed herewith)

XBRL Label Linkbase Document (Filed herewith)

XBRL Presentation Linkbase Document (Filed herewith)

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act,

or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration

statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise

specifically stated in such filing.

Company has elected not to include summary information.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused

this report to be signed on its behalf by the undersigned, thereunto duly authorized.

September 30, 2024

TREASURE GLOBAL INC.

Chong Chan “Sam” Teo

Chief Executive Officer

individual person whose signature appears below hereby appoints Chong Chan “Sam” Teo as attorney-in-fact with full power

of substitution, severally, to execute in the name and on behalf of each such person, individually and in each capacity stated below,

one or more amendments to this annual report which amendments may make such changes in the report as the attorney-in-fact acting in the

premises deems appropriate, to file any such amendment to the report with the SEC, and to take all other actions either of them deem

necessary or advisable to enable the Company to comply with the rules, regulations and requirements of the SEC.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the

capacities and on the dates indicated.

/s/ Chong Chan “Sam” Teo

Chief Executive Officer and Director

Executive Officer

individual person whose signature appears below hereby appoints Carlson Thow as attorney-in-fact with full power of substitution, severally,

to execute in the name and on behalf of each such person, individually and in each capacity stated below, one or more amendments to this

annual report which amendments may make such changes in the report as the attorney-in-fact acting in the premises deems appropriate,

to file any such amendment to the report with the SEC, and to take all other actions either of them deem necessary or advisable to enable

the Company to comply with the rules, regulations and requirements of the SEC.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

/s/ Carlson Thow

Chief Executive Officer and Executive Director

September 30, 2024

Chong Chan “Sam” Teo

(Principal Executive Officer)

/s/ Michael Chan Meng Chun

/s/ Sook Lee Chin

Chief Financial Officer

September 30, 2024

Michael Chan Meng Chun

Sook Lee Chin

(Principal Financial and Accounting Officer)

/s/ Ho Yi Hui

Executive Director

September 28, 2023

/s/ Joseph R.

“Bobby” Banks

/s/ Kok Pin “Darren” Tan

September 30, 2024

“Bobby” Banks

/s/ Marco Baccanello

Kok Pin “Darren” Tan

/s/ Wei Ping Leong

September 30, 2024

Marco Baccanello

/s/ Jeremy Roberts

Wei Ping Leong

/s/ Wai Kuan Chan

September 30, 2024

Jeremy Roberts

Wai Kuan Chan

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures