What changed in this filing

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Item 1. Business

2025-10-14 compared with 2024-09-30 · 1020 added, 695 removed, 1142 unchanged (60% of the section changed)

6 unchanged sentences

Our proprietary product is an internet application

(or “App”) branded “ZCITY App,” which was developed through our wholly owned subsidiary, ZCity Sdn.

known as Gem Reward Sdn.

Bhd, name change effected on July 20, 2023) (“ZCITY”).

The ZCITY App was successfully launched

in Malaysia in June 2020.

ZCITY is equipped with the know-how and expertise to develop additional/add-on technology-based products

and services to complement the ZCITY App, thereby growing its reach and user base.

(or “App”) branded “ZCITY App,” which was developed through our wholly owned subsidiary, TADAA Technologies Sdn.

(“TADAA Technologies”) (formerly known as ZCity Sdn.

Bhd and Gem Reward Sdn.

Bhd, name change effected on July 31, 2025

and July 20, 2023, respectively).

The ZCITY App was successfully launched in Malaysia in June 2020.

TADAA TECHNOLOGIES is equipped with

the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App, thereby growing

its reach and user base.

Through simplifying a user’s e-payment gateway

3 unchanged sentences

the most well-known commercialized applications more broadly in Southeast Asia and Japan.

As of September 25, 2024, we had 2,704,306 registered users and

As of October 13, 2025, we had 2,708,641 registered users and 2,027

registered merchants.

2 unchanged sentences

that was incorporated on March 20, 2020.

We issued 10,000,000 shares to Kok Pin “Darren” Tan, our founder and former

Chief Executive Officer on July 1, 2020, who as a result became our sole shareholder.

(formerly known as Gem Reward

Bhd, name change effected on July 20, 2023), a Malaysia private limited company was incorporated on June 6, 2017.

to the incorporation of ZCITY, Kok Pin “Darren” Tan entered into a Beneficial Shareholding Agreement (“Beneficial Shareholding

Agreement 1”) with two individuals, one of which is a vice president of the Company (the “Initial ZCITY Shareholders”),

which provided for the Initial Shareholders to hold the ZCITY shares issued to them in equal amounts and for the sole benefit of Kok Pin

“Darren” Tan and provided Kok Pin “Darren” Tan with control over the voting and disposition over such shares as

well as control over the issuance of additional ZCITY shares in consideration for equity in a company that had not been determined on

the date of Beneficial Shareholding Agreement 1.

On November 10, 2020, Kok Pin “Darren” Tan instructed the Initial ZCITY

Shareholders to issue one million additional ZCITY shares to Chong Chan “Sam” Teo, currently our Chief Executive Officer,

and as a result each Initial ZCITY Shareholder and Chong Chan “Sam” Teo held one million shares of ZCITY.

On November 10,

Chong Chan “Sam” Teo entered into a Beneficial Shareholding Agreement with Kok Pin “Darren” Tan with terms

similar to Beneficial Shareholding Agreement 1 (“Beneficial Shareholding Agreement 2” and together with the Beneficial Shareholding

Agreement 1, the “Beneficial Shareholding Agreements”).

As a result of Kok Pin “Darren” Tan’s 100% ownership

of our common stock and the Beneficial Shareholding Agreements, TGL and ZCITY were both under the sole control of Kok Pin “Darren”

TGL and ZCITY were reorganized into a parent subsidiary

structure pursuant to a Share Swap Agreement, dated March 11, 2021, as amended on March 11, 2021 among TGL, the Initial

ZCITY Shareholders and Chong Chan “Sam” Teo (the “Share Swap Agreement”), in which TGL exchanged 321,585 shares

of its common stock (the “Swap Shares”) for all equity of ZCITY.

Pursuant to the Share Swap Agreement, the purchase and

sale of the Swap Shares was completed on March 11, 2021, but the issuance of the Swap Shares did not occur until October 27,

2021 when TGL amended its certificate of incorporation to increase the number of its authorized common stock to a number that was sufficient

to issue the Swap Shares.

As a result of the Share Swap Agreement, (i) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren”

Tan no longer had any control over ZCITY’s ordinary shares;

and (ii) Kok Pin “Darren” Tan, the Initial ZCITY Shareholders

and Chong Chan “Sam” Teo owned 100% of the TGL common stock (Darren Tan owning 97%).

Subsequent to the date of the Share Swap

Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities

and currently owns less than 5% of our common stock.

We issued 10,000,000 shares to Kok Pin “Darren” Tan, our founder and former Chief

Executive Officer on July 1, 2020, who as a result became our sole shareholder.

TADAA Technologies Sdn.

(formerly known as

Bhd and Gem Reward Sdn.

Bhd, name change effected on July 31, 2025 and July 20, 2023, respectively), a Malaysia private limited

company was incorporated on June 6, 2017.

Prior to the incorporation of TADAA TECHNOLOGIES, Kok Pin “Darren” Tan entered into

a Beneficial Shareholding Agreement (“Beneficial Shareholding Agreement 1”) with two individuals, one of which is a vice president

of the Company (the “Initial TADAA TECHNOLOGIES Shareholders”), which provided for the Initial Shareholders to hold the TADAA

TECHNOLOGIES shares issued to them in equal amounts and for the sole benefit of Kok Pin “Darren” Tan and provided Kok Pin

“Darren” Tan with control over the voting and disposition over such shares as well as control over the issuance of additional

TADAA TECHNOLOGIES shares in consideration for equity in a company that had not been determined on the date of Beneficial Shareholding

On November 10, 2020, Kok Pin “Darren” Tan instructed the Initial TADAA TECHNOLOGIES Shareholders to issue one

million additional TADAA TECHNOLOGIES shares to Chong Chan “Sam” Teo, currently our Chief Executive Officer, and as a result

each Initial TADAA TECHNOLOGIES Shareholder and Chong Chan “Sam” Teo held one million shares of TADAA TECHNOLOGIES.

Chong Chan “Sam” Teo entered into a Beneficial Shareholding Agreement with Kok Pin “Darren” Tan with

terms similar to Beneficial Shareholding Agreement 1 (“Beneficial Shareholding Agreement 2” and together with the Beneficial

Shareholding Agreement 1, the “Beneficial Shareholding Agreements”).

As a result of Kok Pin “Darren” Tan’s

100% ownership of our common stock and the Beneficial Shareholding Agreements, TGL and TADAA TECHNOLOGIES were both under the sole control

of Kok Pin “Darren” Tan.

TGL and TADAA TECHNOLOGIES were reorganized into

a parent subsidiary structure pursuant to a Share Swap Agreement, dated March 11, 2021, as amended on March 11, 2021 among TGL, the Initial

TADAA TECHNOLOGIES Shareholders and Chong Chan “Sam” Teo (the “Share Swap Agreement”), in which TGL exchanged

321,585 shares of its common stock (the “Swap Shares”) for all equity of TADAA TECHNOLOGIES.

Pursuant to the Share Swap Agreement,

the purchase and sale of the Swap Shares was completed on March 11, 2021, but the issuance of the Swap Shares did not occur until October

27, 2021 when TGL amended its certificate of incorporation to increase the number of its authorized common stock to a number that was

sufficient to issue the Swap Shares.

As a result of the Share Swap Agreement, (i) TADAA TECHNOLOGIES became the 100% subsidiary of TGL

and Kok Pin “Darren” Tan no longer had any control over TADAA TECHNOLOGIES’s ordinary shares;

and (ii) Kok Pin “Darren”

Tan, the Initial TADAA TECHNOLOGIES Shareholders and Chong Chan “Sam” Teo owned 100% of the TGL common stock (Darren Tan owning

Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares

of TGL common stock to 16 individuals and entities and currently owns less than 5% of our common stock.

We have no substantive operations other than holding

all of the outstanding shares of ZCity Sdn.

(“ZCITY”), (formerly known as Gem Reward Sdn.

Bhd, underwent a name change

on July 20, 2023).

ZCITY was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

all of the outstanding shares of TADAA Technologies Sdn.

(“TADAA Technologies”), (formerly known as ZCity Sdn.

Gem Reward Sdn.

Bhd, underwent a name change on July 31, 2025 and July 20, 2023, repectively).

TADAA Technologies was originally established

under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

Corporate Information

Our principal executive offices are located at

276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar

Puchong, 47100 Puchong, Selangor, Malaysia.

Our principal executive offices are located at 276 5 th Avenue,

Suite 704 #739, New York, New York 10001 and B03-C-13A, Menara 3A, KL Eco City, No.

3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.

Business Developments

1 unchanged sentence

in our business:

October 5, 2024 we entered into an agreement with YA II PN, Ltd, a Cayman Islands exempt

limited partnership (“YA”), effective as of October 5, 2023, in which

- On October 6, 2023, we made a payment to the Investor that

consisted of the (i) initial Trigger Payment in the amount of $1,092,071 and (ii) an additional payment in the amount of $500,000 (of

which $467,289.72 was applied as an additional reduction in the principal amount of the Convertible Debentures and $32,710.28 paid the

associated 7% Redemption Premium).

- YA agreed that, except as set forth below, beginning on October

5, 2023 and ending on November 18, 2023, it shall not sell any shares of common stock of the Company at a price per share less than $1.00.

The limitation agreed by YA shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default or

(ii) upon the prior written consent of the Issuer.

- YA agreed that any subsequent monthly payments that may become

due pursuant to Section 2(a) of the Convertible Debentures based on the Trigger Event shall be deferred until November 28, 2023, and

continuing on the same day of each successive calendar month thereafter until the Convertible Debentures are paid in full, unless such

payment obligation has ceased in accordance with Section 2(a) of the Convertible Debentures.

● ZCITY App offers a “Smart F&B” system that

provides a one stop solution and digitalization transformation for all registered Food and Beverage (“F&B”) outlets located

It also allows merchants to easily record transactions with QR Digital Payment technology, set discounts and execute RP

redemptions and rewards online on the ZCITY App.

● On October 7, 2025, the Company entered into a subscription

agreement (the “Agreement”) with two Malaysian individuals, Chuah Su Chen and the Company’s director Chan Meng Chun

(together with Chuah Su Chen, the “Investors”).

Subject to the terms and conditions set forth in the Agreement, the Company

desires to issue and sell to each Investor, and each Investor desires to subscribe for, an aggregate amount of USD200,000.00 in the Company

for the allotment and issuance of common stock of the Company (“the Shares”) for the purchase price of $1.16 per share, which

represents the closing price of the Company’s common stock on the Nasdaq Capital Market on October 6, 2025.The offering and sale

of the Shares were made in reliance upon the exemption from the registration provided by Regulation S under the Securities

Act of 1933, as amended (the “Securities Act”), as the transactions were completed outside the United States with non-U.S.

The Shares are subject to transfer restrictions and may not be offered to be sold in the United States absent registration or

an applicable exemption under the Securities Act.

● On August 12, 2025, the Company entered into a Sale and Purchase

Agreement (the “Agreement”) with I Synergy Group Ltd (“I Synergy”), a public listed company incorporated in Australia

and traded on the Australian Securities Exchange (ASX:

Pursuant to the Agreement, the Company agreed to sell, and I Synergy agreed

to purchase, certain advanced AI-based graphics processing units, including all hardware and software components (“the Products”).

I Synergy agreed to pay the Company a total consideration of Three Hundred Thousand Australian Dollars (AUD 300,000.00) (the “Purchase

Price”) for the Products under the Agreement.

The Purchase Price shall be fulfilled over a period of six (6) months from the date

of the Agreement, with payments of Fifty Thousand Australian Dollar (AUD 50,000.00) payable to the Company monthly.

The Agreement contains

customary representations, warranties, and agreements by the Company and I Synergy, along with other obligations of the parties and termination

● On February 11, 2025, TADAA Ventures Sdn.

(formerly known as VWXYZ

underwent a name change on July 29, 2025) (“TADAA Ventures”), a wholly owned subsidiary of Treasure Global

Inc (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) with Amystic Commerce Sdn.

a company incorporated in Malaysia (the “Vendor”).

Pursuant to the Agreement, TADAA Ventures will acquire 51% of the ordinary

shares (“the Sale Shares”) in Tien Ming Distribution Sdn Bhd (“Tien Ming Distribution”), a subsidiary of the Vendor

incorporated under the laws of Malaysia.

The purchase price for the Sale Shares is RM5,100.00.

The acquisition is part of TADAA Ventures’s

commitment to invest up to RM3,000,000.00 in the Tien Ming Distribution to support its operations and obligations to provide warehousing

and fulfilment delivery services for F&N Beverages Marketing Sdn Bhd.

The Agreement includes customary representations, warranties

and covenants by TADAA Ventures and the Vendor.

● On November 27, 2024, the Company entered into a subscription

agreement (the “Subscription Agreement”) with certain investors (the “Investors”).

Pursuant to the Subscription

Agreement, the Investors agreed to invest an aggregate amount of $1,177,000.00 (the “Investment Amount”) into the Company

for 3,566,668 shares of the Company’s common stock (the “Offered Shares”), par value $0.00001 at a negotiated purchase

price of $0.33 (the “Offering”).The Investment Amount shall become due and payable when Offered Shares are registered under

an effective Registration Statement filed by the Company with the Securities Exchange Commission.

Investors shall make the payment within

seven (7) days from the date of the Subscription Agreement.

All amounts payable by the Investor under

this Subscription Agreement shall be paid in full, and in the currency mutually agreed upon, and free of and without any deduction or

withholding for any current or future taxes, levies, duties, charges or other deductions or withholdings levied in any jurisdiction from

or through which payment is made.

The Company intends to use the net proceeds from this Offering for working capital and general corporate

The Subscription Agreements contain representations, warranties and agreements by the Company, customary conditions to closing,

indemnification obligations of the Company, other obligations of the parties and termination provisions.

The representations, warranties

and covenants contained in the Subscription Agreements were made only for the purposes of such agreements and as of the specific dates,

were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The Offered Shares are being sold pursuant to a prospectus supplement dated November 27, 2024 and accompanying base prospectus dated March

The prospectus supplement and accompanying base prospectus are related to the Company’s effective registration statement

on Form S-3 (Registration Statement No.

333-278171) that was originally filed with the Securities and Exchange Commission on March 22,

2024, and which was declared effective on March 29, 2024.

● On October 29, 2024, the Company entered into a certain service agreement

(the “Agreement”) with V GALLANT SDN BHD (“V Gallant”), a private company incorporated in Malaysia.

the Agreement, the Company engaged V Gallant for its generative AI solutions and AI digital human technology services (the “Services”)

in accordance with the terms and conditions therein.

The Company agreed to pay V Gallant a total consideration of USD16,000,000 to V Gallant

and/or its nominees for the Services and all associated hardware and software under the Agreement.

The Services under this Agreement shall

commence on October 29, 2024, and shall be valid until December 31, 2025, unless the Agreement is mutually terminated or extended in writing

or terminated by either the Company or V Gallant due to any breach or default of this Agreement, as the case may be.

The Fees shall be

payable by the Company to V Gallant and/or its nominees via the issuance of shares of common stock, par value $0.00001 per share (“TGL

Shares”) at a determined issuance price of $0.67 per TGL Share in the following manner:

(1) the first instalment, constituting a

down payment of fifty percent (50%) of the Fees, being $8,000,000), shall be due upon execution of this Agreement;

and (2) the remainder,

constituting fifty percent (50%) of the Fees, being $8,000,000, shall be paid in twelve (12) equal monthly instalments, commencing from

January 31, 2025, with each payment due on the last day of each calendar month, until December 31, 2025, unless otherwise mutually agreed

in writing by the TGL and V Gallant.

On October 29, 2024, the Company entered into a certain service agreement (the “Agreement”)

with V GALLANT SDN BHD.

● On October 10, 2024, the Company entered into a service partnership

agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian company, to establish

a strategic partnership pursuant to the terms and conditions set forth in this Partnership Agreement.

Pursuant to the Partnership Agreement,

OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned by the Company.

In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification.

Pursuant to the Partnership

Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned

by the Company.

In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification (the “Services”).

TGL agrees to pay OCTA a total fee of $2,800,000.00 (“Service Fees”) to OCTA and/or its nominees.

The Service Fees shall

be due and earned upon execution of this Agreement.

The Service Fees shall be utilized by TGL for the Services provided by OCTA at any

time during the Term of this Agreement.

This includes an upfront payment for the development costs of the mini-game modules, as well

as the payment of a flat fee of $10,000.00 per month, starting from the delivery of the first mini-game module, for the ongoing technical

support outlined in this Agreement.

The Service Fees shall include all taxes and disbursement (“Other Expenses”) due and

payable to OCTA in rendering the Services under this Agreement.

All such Other Expenses incurred by OCTA will be justified to TGL with

valid and relevant reasons to the satisfaction of TGL.

TGL shall have the sole and absolute discretion to approve such charges or claims

provided that such approval shall not be unreasonably withheld by TGL.

The Service Fees shall be payable by TGL to OCTA and/or its nominees

via the issuance of Three Million and Five Hundred Thousand (3,500,000) shares of common stock, par value $0.00001 of TGL (the “TGL

Shares”) at a determined issuance price of $0.80 per TGL Share.

The TGL Shares shall be issued on a restricted basis for a period

of six (6) months pursuant to the requirements of the Securities Act 1933, Rule 144.

On the True-Up Date, which means the expiry

date of the sixth (6th) month from the day of the issuance of TGL Shares to Octa, in the event that the 30-Day VWAP of the TGL Shares

to be issued pursuant to the Agreement falls below the amount of $0.80, then TGL shall issue to OCTA additional TGL Shares equal to the

difference between the Service Fees and the value of the TGL Shares on the True Up Date within fourteen (14) business days from the True

● On October 10, 2024, the Company entered into a Share Purchase

Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership.

Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $6,000,000

the Company’s common stock, par value $0.00001 (the “Commitment Amount”), at the Purchase Price (defined below) during

the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital

has purchased $6,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025.

the Purchase Agreement, the “Purchase Price” means nighty-five percent (95%) of the lowest daily VWAP of the common stock

five business days prior to the Closing of a Purchase Notice.

No Purchase Notice will be made without an effective registration statement

and no Purchase Notice will be in an amount greater than $1,000,000.

The Purchase Agreement provides that the number of shares of common

stock to be sold to Alumni Capital will not exceed the number of shares that, when aggregated together with all other shares of our common

stock which Alumni Capital is deemed to beneficially own, would result in Alumni Capital owning more than 19.99% of the Company’s

outstanding common stock.

In consideration for Alumni Capital’s execution and performance under the Purchase Agreement, the Company

issued to Alumni Capital a purchase warrant dated October 10, 2024 for a term of three (3) years (the “Purchase Warrant t”),

to purchase up to a number of common stock equal to ten percent (10%) of the Commitment Amount divided by the exercise price of the Purchase

The exercise price per share of the Purchase Warrant will be calculated by dividing the $5,000,000 valuation by the total number

of outstanding shares of common stock as of the Exercise Date.

On October 16, 2024, we filed a prospectus supplement, dated as of October

16, 2024 (the “Prospectus Supplement”) under the registration statement on Form S-3 (File No.

333-278171), in respect of

the financing with Alumni Capital.

The Prospectus Supplement included certain updated disclosures regarding the Company, in particular,

in the sections captioned “Prospectus Supplement Summary-Recent Developments”.

Neither the Purchase Warrant nor the common

stocks underlying the Purchase Warrant are covered by the Prospectus Supplement

● On September 20, 2024, the Company entered into a partnership

agreement (the “Agreement”) with Credilab Sdn.

Pursuant to the Agreement, the Company and CLSB

will establish a strategic partnership aimed at leveraging their respective core competencies, resources and market expertise to drive

mutual benefit and growth upon the terms and conditions set forth in the Agreement.

Subsequent to filing the Original 8-K, the Company

and CLSB have entered into a supplemental letter on October 28, 2024 (the “Supplement Letter”) to amend the profit-sharing

ratio from 1/3 to 1/2.

As part of the Partnership Agreement, the Company agreed to pay $2,000,000 to CLSB and/or its nominees to develop

and implement an AI-driven chatbot for the ZCity App platform, aimed at enhancing user engagement and providing real-time assistance.

Additionally, the partnership includes the development of a digital wallet integrated within the ZCity App to offer users a seamless

payment solution for platform transactions and access to CLSB’s financial products and services.

The Company has sole discretion

to choose whether to make the payment in cash and/or the equivalent value in the Company’s common stock.

In accordance with the

terms of the Agreement, the Company has elected to issue portion of the payment in the form of its common stock (“TGL Shares”)

and the Company will make the remaining payment in cash/and or the equivalent value in the Company’s shares of common stock.

● On October 5, 2024 we entered

into an agreement with YA II PN, Ltd, a Cayman Islands exempt limited partnership (“YA”),

effective as of October 5, 2023, in which

- On October 6, 2023, we made

a payment to the Investor that consisted of the (i) initial Trigger Payment in the amount of $1,092,071 and (ii) an additional payment

in the amount of $500,000 (of which $467,289.72 was applied as an additional reduction in the principal amount of the Convertible Debentures

and $32,710.28 paid the associated 7% Redemption Premium).

- YA agreed that, except as set

forth below, beginning on October 5, 2023 and ending on November 18, 2023, it shall not sell any shares of common stock of the Company

at a price per share less than $1.00.

The limitation agreed by YA shall not apply (i) at any time upon the occurrence and during the

continuance of an Event of Default or (ii) upon the prior written consent of the Issuer.

- YA agreed that any subsequent

monthly payments that may become due pursuant to Section 2(a) of the Convertible Debentures based on the Trigger Event shall be deferred

until November 28, 2023, and continuing on the same day of each successive calendar month thereafter until the Convertible Debentures

are paid in full, unless such payment obligation has ceased in accordance with Section 2(a) of the Convertible Debentures.

● ZCITY App offers a “Smart

F&B” system that provides a one stop solution and digitalization transformation for all registered Food and Beverage (“F&B”)

outlets located in Malaysia.

It also allows merchants to easily record transactions with QR Digital Payment technology, set discounts

and execute RP redemptions and rewards online on the ZCITY App.

Since December 2022, we have been developing TAZTE.

However, due to insufficient participation

from merchant clients, management has decided to discontinue the program as of June 2024.

● On October 12, 2023, ZCity Sdn Bhd, our wholly owned subsidiary

and AI Lab Martech Sdn.

(the “Licensor”), a company that provides application, services and turnkey solutions on artificial

intelligence (“AI”) in various aspects, including customization, video production, brand engagement, marketing and content

creation, entered into a License and Service Agreement (the “License Agreement”), in which the Licensor shall provide a non-exclusive,

non-transferable, royalty-free license to use and operate an AI software solutions (the “AI Software”) in exchange for the

issuance of USD$563,000 worth of our common stock, par value $0.00001 per share, or 2,943,021 shares valued at USD$0.1913 per share.

However, due to insufficient

participation from merchant clients, management has decided to discontinue the program as of June 2024.

● On October 12, 2023, TADAA Technologies Sdn.

Bhd., our wholly owned

subsidiary and AI Lab Martech Sdn.

(the “Licensor”), a company that provides application, services and turnkey solutions

on artificial intelligence (“AI”) in various aspects, including customization, video production, brand engagement, marketing

and content creation, entered into a License and Service Agreement (the “License Agreement”), in which the Licensor shall

provide a non-exclusive, non-transferable, royalty-free license to use and operate an AI software solutions (the “AI Software”)

in exchange for the issuance of USD$563,000 worth of our common stock, par value $0.00001 per share, or 2,943,021 shares valued at USD$0.1913

The License Agreement is for a period of 12 months (the “Term”).

At the expiration of the Term, ZCity Sdn Bhd shall have

an option to renew the term of the License Agreement for an additional 12 months.

The License Agreement may be terminated if ZCity Sdn

Bhd or the Licensor materially breaches any of its obligations or undertakings as set forth in the License Agreement or if either ZCity

Sdn Bhd or the Licensor is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed

over any part of its assets.

On October 30, 2023, we issued a total of 1,816,735 restricted shares of common stock of the Company to its Chief Executive Officer Chong Chan “Sam” Teo, and to Kok Pin “Darren” Tan (collectively, the “Creditors”) in exchange for the cancellation of $321,562.08 in aggregate indebtedness owed to the Creditors (the “Transaction”).

The 1,816,735 shares of common stock issued included, 1,057,519 shares issued to Chong Chan “Sam” Teo and 759,216 shares issued to Kok Pin “Darren” Tan.

● On November 28, 2023, we entered into an agreement with Yorkville

Advisors Global, L.P.

(“YA”), pursuant to which the Company agreed to pay $2,102,909.59 to YA, which represents payment in

full of all amounts owed under the Convertible Debenture (the “Convertible Debenture”) issued by us to YA on February 28,

Such amount includes all amounts due and payable under the Convertible Debenture as of November 28, 2023, plus per diem interest

of $208.22 for each day after November 28, 2023, provided that such payment is made promptly upon the closing of the Company’s

public offering (the “Offering”), which occurred on November 30, 2023.

In return for the our agreement to repay the Convertible

Denture from the proceeds of the Offering, YA agreed not to sell any shares of the Company’s common stock until December 4, 2023.

● On February 28, 2023, we entered into a Securities Purchase

Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., pursuant to which YA II PN, Ltd.

purchased two unsecured

convertible debentures (the “Convertible Debentures”) in the aggregate principal amount of $5,500,000.00 in a private placement

for a purchase price with respect to each Convertible Debenture of 92% of the initial principal amount of such Convertible Debenture.

On December 6, 2023, we paid a total of $2,102,909.59 (the “Payment”), which represented the outstanding balance of one of

the Convertible Debentures issued pursuant to the Securities Purchase Agreement.

The other Convertible Debenture had already been fully

converted into shares of common stock, par value $0.00001 per share, of the Company, prior to December 6, 2023.

As a result of the Payment

being made, the Company fully satisfied all obligations under the Convertible Debentures, which resulted in the termination of the Securities

Purchase Agreement.

● On December 19, 2023, we and VT Smart Venture Sdn Bhd (the

“Developer”), a company that is in the business of, among other things, technology services, entered into a Software Development

Agreement (the “Agreement”), in which the Developer shall provide application, services and turnkey solutions on software

development in various aspects, including customization, software design layout, creative media platform development, artificial embedded

and artificial intelligence related media platform and design in exchange for USD$1,000,000 worth of common stock, par value $0.00001

per share, of the Company, or 10,000,000 shares valued at USD $0.10 per share (the “TGL Shares”).

The Agreement is for a

period of one month (the “Term”).

At the expiration of the Term, we do not have an option to renew the term of the Agreement

for any additional months.

The Agreement may be terminated if the Company or the Developer materially breaches any of its obligations

or undertakings as set forth in the Agreement or if either the we or the Developer is subject to any form of insolvency administration,

ceases to conduct its business or has a liquidator appointed over any part of its assets.

On March 12, 2024, We entered into a Software Purchase Agreement (the “Purchase Agreement”) with Myviko Holding Sdn.

(“Myviko”), in which Myviko agreed to transfer all rights, title and interest to us, including without limitation, all computer software and its source code and software licenses in exchange for the issuance of 198,412 shares of common stock (the “Shares”).

The Shares were issued on March 13, 2024.

● On April 8, 2024, we and MYUP Solution Sdn Bhd (the “Seller”),

a company that is in the business of, among other things, technology services, entered into a Software Purchase Agreement (the “Agreement”),

in which the Seller agreed to sell to the Company a certain software application in exchange for USD$495,500 worth of common stock, par

value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93 per share.

The Agreement may be terminated if the we

or the Seller materially breaches any of its obligations or undertakings as set forth in the Agreement or if either the Company or the

Seller is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed over any part

of its assets.

At the expiration of the Term, TADAA Technologies

Bhd shall have an option to renew the term of the License Agreement for an additional 12 months.

The License Agreement may be terminated

if TADAA Technologies Sdn.

Bhd or the Licensor materially breaches any of its obligations or undertakings as set forth in the License

Agreement or if either TADAA Technologies Sdn.

Bhd or the Licensor is subject to any form of insolvency administration, ceases to conduct

its business or has a liquidator appointed over any part of its assets.

● On October 30, 2023, we issued

a total of 1,816,735 restricted shares of common stock of the Company to its Chief Executive Officer Chong Chan “Sam” Teo,

and to Kok Pin “Darren” Tan (collectively, the “Creditors”) in exchange for the cancellation of $321,562.08 in

aggregate indebtedness owed to the Creditors (the “Transaction”).

The 1,816,735 shares of common stock issued included, 1,057,519

shares issued to Chong Chan “Sam” Teo and 759,216 shares issued to Kok Pin “Darren” Tan.

● On November 28, 2023, we entered

into an agreement with Yorkville Advisors Global, L.P.

(“YA”), pursuant to which the Company agreed to pay $2,102,909.59

to YA, which represents payment in full of all amounts owed under the Convertible Debenture (the “Convertible Debenture”)

issued by us to YA on February 28, 2023.

Such amount includes all amounts due and payable under the Convertible Debenture as of November

28, 2023, plus per diem interest of $208.22 for each day after November 28, 2023, provided that such payment is made promptly upon the

closing of the Company’s public offering (the “Offering”), which occurred on November 30, 2023.

In return for the our

agreement to repay the Convertible Denture from the proceeds of the Offering, YA agreed not to sell any shares of the Company’s

common stock until December 4, 2023.

● On February 28, 2023, we entered

into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., pursuant to which YA II PN,

purchased two unsecured convertible debentures (the “Convertible Debentures”) in the aggregate principal amount of $5,500,000.00

in a private placement for a purchase price with respect to each Convertible Debenture of 92% of the initial principal amount of such

Convertible Debenture.

On December 6, 2023, we paid a total of $2,102,909.59 (the “Payment”), which represented the outstanding

balance of one of the Convertible Debentures issued pursuant to the Securities Purchase Agreement.

The other Convertible Debenture had

already been fully converted into shares of common stock, par value $0.00001 per share, of the Company, prior to December 6, 2023.

a result of the Payment being made, the Company fully satisfied all obligations under the Convertible Debentures, which resulted in the

termination of the Securities Purchase Agreement.

● On December 19, 2023, we and

VT Smart Venture Sdn Bhd (the “Developer”), a company that is in the business of, among other things, technology services,

entered into a Software Development Agreement (the “Agreement”), in which the Developer shall provide application, services

and turnkey solutions on software development in various aspects, including customization, software design layout, creative media platform

development, artificial embedded and artificial intelligence related media platform and design in exchange for USD$1,000,000 worth of

common stock, par value $0.00001 per share, of the Company, or 10,000,000 shares valued at USD $0.10 per share (the “TGL Shares”).

The Agreement is for a period of one month (the “Term”).

At the expiration of the Term, we do not have an option to renew

the term of the Agreement for any additional months.

The Agreement may be terminated if the Company or the Developer materially breaches

any of its obligations or undertakings as set forth in the Agreement or if either the we or the Developer is subject to any form of insolvency

administration, ceases to conduct its business or has a liquidator appointed over any part of its assets.

● On March 12, 2024, We entered

into a Software Purchase Agreement (the “Purchase Agreement”) with Myviko Holding Sdn.

(“Myviko”), in which

Myviko agreed to transfer all rights, title and interest to us, including without limitation, all computer software and its source code

and software licenses in exchange for the issuance of 198,412 shares of common stock (the “Shares”).

The Shares were issued

on March 13, 2024.

● On April 8, 2024, we and MYUP

Solution Sdn Bhd (the “Seller”), a company that is in the business of, among other things, technology services, entered into

a Software Purchase Agreement (the “Agreement”), in which the Seller agreed to sell to the Company a certain software application

in exchange for USD$495,500 worth of common stock, par value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93

The Agreement may be terminated if the we or the Seller materially breaches any of its obligations or undertakings as set

forth in the Agreement or if either the Company or the Seller is subject to any form of insolvency administration, ceases to conduct

its business or has a liquidator appointed over any part of its assets.

The Agreement contains customary representations and warranties.

On May 5, 2024, we entered into a digital marketing agreement (“Marketing

Agreement”) with TraDigital Marketing Group.

Pursuant to the Marketing Agreement, the consultant shall provide digital marketing

service to us and we will compensate the consultant with a cash consideration of $120,000.

We issued 20,000 shares of the common

stock on May 5, 2024 pursuant to the Marketing Agreement.

● On May 24, 2024, we, Jeffrey Goh Sim Ik (the “Purchaser”)

and Koo Siew Leng (the “Guarantor”) entered into a Share Sale and Purchase Agreement (the “Agreement”), in which

the Company agreed to sell all of the capital shares it owns in Foodlink Global Sdn Bhd, a company incorporated under the laws of Malaysia

(“Foodlink”), which represents all of the issued and outstanding capital shares of Foodlink, to the Purchaser, in exchange

for a total of approximately USD$148,500, of which shall be payable by the Purchaser to the Company as follows:

(i) an initial deposit

payable on May 24, 2024;

and (ii) the balance of the purchase price payable in eight installment payments starting from May 24, 2024.

The total sale price is equivalent to the Company’s initial total capital investment in Foodlink and as such, the Company is recovering

100% of its initial investment in Foodlink.

In the event that the Purchaser fails to perform its obligations under the Agreement, the

Guarantor agreed to guarantee the installment payments payable pursuant to the terms of the Agreement.

The Agreement contains customary

representations and warranties and covenants made by each of the Purchaser and the Company as of the date of the Agreement or other specified

● On May 27, 2024, we and Falcon Gateway Sdn Bhd (the “Seller”),

a company that is in the business of, among other things, technology services, entered into a Software Purchase Agreement (the “Agreement”),

in which the Seller agreed to sell to the Company a certain software application in exchange for USD$495,500 worth of common stock, par

value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93 per share (the “TGL Shares”).

● On May 5, 2024, we entered

into a digital marketing agreement (“Marketing Agreement”) with TraDigital Marketing Group.

Pursuant to the Marketing Agreement,

the consultant shall provide digital marketing service to us and we will compensate the consultant with a cash consideration of $120,000.

We issued 20,000 shares of the common stock on May 5, 2024 pursuant to the Marketing Agreement.

● On May 24, 2024, we, Jeffrey

Goh Sim Ik (the “Purchaser”) and Koo Siew Leng (the “Guarantor”) entered into a Share Sale and Purchase Agreement

(the “Agreement”), in which the Company agreed to sell all of the capital shares it owns in Foodlink Global Sdn Bhd, a company

incorporated under the laws of Malaysia (“Foodlink”), which represents all of the issued and outstanding capital shares of

Foodlink, to the Purchaser, in exchange for a total of approximately USD$148,500, of which shall be payable by the Purchaser to the Company

(i) an initial deposit payable on May 24, 2024;

and (ii) the balance of the purchase price payable in eight installment payments

starting from May 24, 2024.

The total sale price is equivalent to the Company’s initial total capital investment in Foodlink and

as such, the Company is recovering 100% of its initial investment in Foodlink.

In the event that the Purchaser fails to perform its obligations

under the Agreement, the Guarantor agreed to guarantee the installment payments payable pursuant to the terms of the Agreement.

The Agreement

may be terminated if the Company or the Seller materially breaches any of its obligations or undertakings as set forth in the Agreement

or if either the Company or the Seller is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator

appointed over any part of its assets.

The Agreement contains customary representations and warranties.

On June 13, 2024, Chong Chan “Sam” Teo resigned as the Chief Executive Officer and a member of the Company’s Board of Directors (“Board”), which was immediately effective.

On June 13, 2024, the Board appointed Carlson Thow as Chief Executive Officer of the Company effective as of June 13, 2024.

On June 14, 2024, Michael Chan Meng Chun resigned as Chief Financial Officer, which was immediately effective.

On June 14, 2024, the Board of Directors of the Company (the “Board”) appointed Sook Lee Chin as Chief Financial Officer of the Company effective as of June 14, 2024.

● On June 21, 2024, Su Chen “Chanell” Chuah resigned

as Chief Operating Officer, effective as of July 21, 2024.

On June 21, 2024, the Board appointed Chai Ching “Henry” Loong

as Chief Operating Officer of the Company effective as of June 21, 2024.

On June 30, 2024, Yi Hui Ho’s resigned as executive director of the Company.

On July 4, 2024, the Board appointed Carlson Thow as an executive director and Kok Pin “Darren” Tan as a non-executive director of the Company, effective as of July 5, 2024.

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

Jeremy Roberts resigned as members of the Board.

On August 29, 2024 and September 3, 2024 respectively, the Board appointed (i) Wei Ping Leong as a member of the Board of Directors of the Company (“Board”), as Chairman of the Audit Committee of the Board (“Audit Committee”), a member of the Nominating and Corporate Governance Committee of the Board (“Nominating and Corporate Governance Committee”) and a member of the Compensation Committee of the Board (“Compensation Committee”), effective as of August 29, 2024, and (ii) Anand Ramakrishnan as a member of the Board, a member of the Audit Committee, a member of the Nominating and Corporate Governance Committee and Chairman of the Compensation Committee, effective as of September 3, 2024.

On September 5, 2024, the Board appointed Wai Kuan Chan as a member of the Board as Chairman of the Compensation Committee of the Board, a member of the Nominating and Corporate Governance Committee of the Board and a member of the Audit Committee of the Board, effective as of September 6, 2024.

On September 6, 2024, the Company accepted the resignations of Marco Baccanello as a member of the Board effective as of September 6, 2024 and Chai Ching “Henry” Loong as the Chief Operating Officer of the Company effective as of September 6, 2024.

● On September 20, 2024, we entered into a partnership agreement

(the “Agreement”) with Credilab Sdn.

Pursuant to the Agreement, the Company and CLSB will establish

a strategic partnership aimed at leveraging their respective core competencies, resources and market expertise to drive mutual benefit

and growth upon the terms and conditions set forth in the Agreement.

contains customary representations and warranties and covenants made by each of the Purchaser and the Company as of the date of the Agreement

or other specified dates.

● On May 27, 2024, we and Falcon

Gateway Sdn Bhd (the “Seller”), a company that is in the business of, among other things, technology services, entered into

a Software Purchase Agreement (the “Agreement”), in which the Seller agreed to sell to the Company a certain software application

in exchange for USD$495,500 worth of common stock, par value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93

per share (the “TGL Shares”).

The Agreement may be terminated if the Company or the Seller materially breaches any of its

obligations or undertakings as set forth in the Agreement or if either the Company or the Seller is subject to any form of insolvency

administration, ceases to conduct its business or has a liquidator appointed over any part of its assets.

The Agreement contains customary

representations and warranties.

● On June 13, 2024, Chong Chan

“Sam” Teo resigned as the Chief Executive Officer and a member of the Company’s Board of Directors (“Board”),

which was immediately effective.

On June 13, 2024, the Board appointed Carlson Thow as Chief Executive Officer of the Company effective

as of June 13, 2024.

● On June 14, 2024, Michael Chan

Meng Chun resigned as Chief Financial Officer, which was immediately effective.

On June 14, 2024, the Board of Directors of the Company

(the “Board”) appointed Sook Lee Chin as Chief Financial Officer of the Company effective as of June 14, 2024.

● On June 21, 2024, Su Chen “Chanell”

Chuah resigned as Chief Operating Officer, effective as of July 21, 2024.

On June 21, 2024, the Board appointed Chai Ching “Henry”

Loong as Chief Operating Officer of the Company effective as of June 21, 2024.

● On June 30, 2024, Yi Hui Ho’s

resigned as executive director of the Company.

● On July 4, 2024, the Board

appointed Carlson Thow as an executive director and Kok Pin “Darren” Tan as a non-executive director of the Company, effective

as of July 5, 2024.

● On August 30, 2024, Joseph

“Bobby” Banks and Jeremy Roberts resigned as members of the Board.

● On August 29, 2024 and September

3, 2024 respectively, the Board appointed (i) Wei Ping Leong as a member of the Board of Directors of the Company (“Board”),

as Chairman of the Audit Committee of the Board (“Audit Committee”), a member of the Nominating and Corporate Governance

Committee of the Board (“Nominating and Corporate Governance Committee”) and a member of the Compensation Committee of the

Board (“Compensation Committee”), effective as of August 29, 2024, and (ii) Anand Ramakrishnan as a member of the Board,

a member of the Audit Committee, a member of the Nominating and Corporate Governance Committee and Chairman of the Compensation Committee,

effective as of September 3, 2024.

● On September 5, 2024, the Board

appointed Wai Kuan Chan as a member of the Board as Chairman of the Compensation Committee of the Board, a member of the Nominating and

Corporate Governance Committee of the Board and a member of the Audit Committee of the Board, effective as of September 6, 2024.

6, 2024, the Company accepted the resignations of Marco Baccanello as a member of the Board effective as of September 6, 2024 and Chai

Ching “Henry” Loong as the Chief Operating Officer of the Company effective as of September 6, 2024.

● On September 20, 2024, we entered

into a partnership agreement (the “Agreement”) with Credilab Sdn.

Pursuant to the Agreement, the

Company and CLSB will establish a strategic partnership aimed at leveraging their respective core competencies, resources and market

expertise to drive mutual benefit and growth upon the terms and conditions set forth in the Agreement.

● On September 20, 2024, Mr.

Anand Ramakrishnan, an independent

director of the Board resigned from the Board.

Anand Ramakrishnan, an independent director of the Board resigned from the Board.

Recent Developments

● On October 9, 2023 we received a written notice (the “Notice”)

from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is no longer in compliance with the minimum stockholders’

equity requirement for continued listing on The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain

stockholders’ equity of at least $2,500,000.

In the Company’s Annual Report on Form 10-K for the fiscal year ended June 30,

2023, the Company reported stockholders’ equity of $(130,332), which is below the minimum stockholders’ equity required for

continued listing pursuant to Nasdaq Listing Rule 5550(b)(1).

Subsequently in November, 2023, we met the minimum stockholders’

equity amount required by Nasdaq as a result of the closing of the November 2023 Offering (as defined below).

● On November 28, 2023, we entered into an underwriting agreement

(the “Underwriting Agreement”) with EF Hutton LLC as the underwriter (the “Underwriter”), relating to a firm

commitment underwritten public offering (the “November 2023 Offering”) of (i) 26,014,000 shares of common stock, par value

$0.00001 per share (the “Common Stock”), at a public offering price of $0.10 per share of Common Stock and (ii) 14,000,000

pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase one share of Common Stock, at a public offering

price of $0.0999 per Pre-Funded Warrant.

The Company granted the Underwriter a 45-day over-allotment option to purchase up to 6,002,100

additional shares of common stock and/or Pre-Funded Warrants.

The November 2023 Offering closed on November 30, 2023.The net proceeds

to the Company from the November 2023 Offering were approximately $3.6 million, after deducting underwriting discounts and commissions

and the payment of other offering expenses associated with the Offering that were payable by the Company.

We paid the Underwriter an

underwriting discount equal to 7.0% of the gross proceeds of the November 2023 Offering and a non-accountable expense fee equal to 1.0%

● On November 28, 2023, we entered

into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC as the underwriter (the “Underwriter”),

relating to a firm commitment underwritten public offering (the “November 2023 Offering”) of (i) 26,014,000 shares of common

stock, par value $0.00001 per share (the “Common Stock”), at a public offering price of $0.10 per share of Common Stock and

(ii) 14,000,000 pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase one share of Common Stock,

at a public offering price of $0.0999 per Pre-Funded Warrant.

The Company granted the Underwriter a 45-day over-allotment option to purchase

up to 6,002,100 additional shares of common stock and/or Pre-Funded Warrants.

The November 2023 Offering closed on November 30, 2023.The

net proceeds to the Company from the November 2023 Offering were approximately $3.6 million, after deducting underwriting discounts and

commissions and the payment of other offering expenses associated with the Offering that were payable by the Company.

We paid the Underwriter

an underwriting discount equal to 7.0% of the gross proceeds of the November 2023 Offering and a non-accountable expense fee equal to

1.0% of the gross proceeds of the November 2023 Offering.

We intend to use the net proceeds of the November 2023 Offering for repayment of

convertible debentures issued to YA II PN, Ltd.

We intend to use the net proceeds of the November 2023 Offering for repayment

of convertible debentures issued to YA II PN, Ltd.

and for general corporate purposes, including working capital.

● On February 22, 2024, we filed a Certificate of Amendment

to the Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of Delaware (the “Certificate

of Amendment”) that provides for a 1-for-70 reverse stock split (the “Split”) of its shares of common stock, par value

$0.00001 per share, that became effective at 12:00 a.m.

● On February 22, 2024, we filed

a Certificate of Amendment to the Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of

Delaware (the “Certificate of Amendment”) that provides for a 1-for-70 reverse stock split (the “Split”) of its

shares of common stock, par value $0.00001 per share, that became effective at 12:00 a.m.

on February 27, 2024.

No fractional shares were issued in connection with the

Split and fractional amounts were rounded up to one whole share.

The new CUSIP number for the common stock following the Reverse Stock

Split will be 89458T205.

On March 20, 2024, we received a written notice from the staff of Nasdaq (the “Staff”), notifying the Company that (1) it was not in compliance with the shareholder approval requirement of Nasdaq Listing Rule 5635(c) (the “Rule”) because on October 11, 2023, the Company issued restricted shares in the aggregate amount of 1,816,735 in exchange for the cancellation of $321,562.08 of debt, resulting in an effective price per share of $0.176, 1,057,519 of such shares were issued to Chong Chan “Sam” Teo, the Company’s Chief Executive Officer at the time (the “former CEO”), and the closing bid price on the day preceding the signing of the binding agreement was $0.192;

(2) the aforementioned issuance of shares to the former CEO were issued at a discount and as such, required shareholder approval under the Rule and (3) the Company regained compliance with the Rule on March 13, 2024, when the CEO made a cash payment to the Company to bring the effective price per share to at least the closing bid price on the day preceding the issuance of the shares.

No fractional shares

were issued in connection with the Split and fractional amounts were rounded up to one whole share.

The new CUSIP number for the common

stock following the Reverse Stock Split will be 89458T205.

● On March 20, 2024, we received

a written notice from the staff of Nasdaq (the “Staff”), notifying the Company that (1) it was not in compliance with the

shareholder approval requirement of Nasdaq Listing Rule 5635(c) (the “Rule”) because on October 11, 2023, the Company issued

restricted shares in the aggregate amount of 1,816,735 in exchange for the cancellation of $321,562.08 of debt, resulting in an effective

price per share of $0.176, 1,057,519 of such shares were issued to Chong Chan “Sam” Teo, the Company’s Chief Executive

Officer at the time (the “former CEO”), and the closing bid price on the day preceding the signing of the binding agreement

(2) the aforementioned issuance of shares to the former CEO were issued at a discount and as such, required shareholder approval

under the Rule and (3) the Company regained compliance with the Rule on March 13, 2024, when the CEO made a cash payment to the Company

to bring the effective price per share to at least the closing bid price on the day preceding the issuance of the shares.

● On February 15, 2024, the Company received a letter from

10 unchanged sentences

the Company has regained compliance with the Bid Price Rule and this matter is closed.

● On July 2, 2025, the Company received a notification letter

(the “Notification Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market

LLC (“Nasdaq”) indicating the Company’s failure to satisfy a continued listing standard from Nasdaq under Listing Rule

The Notification Letter indicated that the Company failed to hold an annual meeting of stockholders within the required twelve-month

period from the end of the Company’s fiscal year.

On September 8, 2025, Company received a written notice from the Listing Qualifications

Department of The NASDAQ Stock Market LLC (“Nasdaq”) informing the Company that it had regained compliance with Listing Rules

5620 (the “Rule”).

The Company held its annual meeting of stockholders on August 29, 2025.

As a result, on September 8, 2025,

Nasdaq notified the Company that the Nasdaq staff has determined that the Company complied with the Rule and this matter is now closed.

● On August 18, 2024, the Board of Director’s of the

Company adopted resolutions to amend the Company’s Bylaws to provide that the holders of 33 1/3% of the voting power of the stock

issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings of the

stockholders for the transaction of business;

and where a separate vote by a class or series or classes or series is required, the holders

of 33 1/3% of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or

represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

The Company’s

Bylaws previously provided that the holders of a majority of the voting power of the stock issued and outstanding (and with respect to

a separate class or series vote, just such class or series) and entitled to vote, present in person or represented by proxy, would constitute

a quorum at all meetings of the stockholders for the transaction of business.

● On November 20, 2024, the Company received a written notice

(the “Notice”) from Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that for the

30 consecutive business day period between October 8, 2024 through November 19, 2024, the common stock of the Company had not maintained

a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing

Rule 5550(a)(2) (the “Bid Price Rule”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial

period of 180 calendar days, or until May 19, 2025 (the “Compliance Period”), to regain compliance with the Bid Price Rule.

On April 2, 2025, the Company filed a Certificate of Amendment to the Certificate of Incorporation, as amended, of the Company with the

Secretary of State of the State of Delaware (the “Certificate of Amendment”) that provides for a 1-for-50 reverse stock split

(the “Reverse Stock Split”) of its shares of common stock, par value $0.00001 per share (the “Common Stock”),

that became effective at 12:00 a.m.

on April 7, 2025 (the “Effective Time”).

No fractional shares were issued in connection

with the Reverse Stock Split and fractional amounts were rounded up to one whole share.

The Reverse Stock Split was previously approved

by the Board of Directors of the Company (the “Board”) and stockholders, at a ratio within the range of 1-for-2 and 1-for-50

with the authority delegated to the Board to determine the exact reverse split ratio and when to file the Certificate of Amendment with

the Secretary of State of the State of Delaware.

The Board approved a 1-for-50 reverse split ratio and on April 2, 2025, the Company

filed a Certificate of Amendment to its Certificate of Incorporation to effect the Reverse Stock Split.

At the Effective Time, every

50 shares of Common Stock issued and outstanding immediately prior to the Effective Time were automatically combined into one share of

Common Stock, subject to the treatment of fractional shares.

The Reverse Stock Split affected all stockholders uniformly and did not

alter any stockholder’s percentage interest in the Company’s equity.

The Company’s authorized shares of Common Stock,

and the par value of each share of Common Stock were unchanged by the Reverse Stock Split.

The Common Stock began trading on the Nasdaq Capital

Market on a split-adjusted basis at the opening of trading on April 7, 2025.

The ticker symbol for Common Stock remains “TGL.”

The new CUSIP number for the Common Stock following the Reverse Stock Split is 89458T304.

● On July 1, 2025, Sook Lee Chin informed the “Company

of her resignation as Chief Financial Officer, effective as of July 1, 2025.

On July 1, 2025, the Board of Directors of the Company appointed

See Wah “Sylvia” Chan as Chief Financial Officer of the Company effective as of July 1, 2025.

Chan and the Company entered

into an Appointment Letter Agreement dated as of June 30, 2025 (the “Appointment Letter Agreement”), pursuant to which Ms.

Chan was appointed as the Chief Financial Officer of the Company, effective as of July 1, 2025.

Chan is entitled to receive a monthly

remuneration of RM19,000.

In addition, Ms.

Chan will be entitled to a total of $80,000 worth of shares of common stock of the Company

on an annual basis, subject to applicable vesting schedules and other restrictions, in accordance with the Company’s equity compensation

During the term of the Appointment Letter Agreement, either party may terminate the Appointment Letter Agreement by providing three

(3) months’ written notice or salary in lieu of such notice to the other party.

Upon termination, Ms.

Chan will be subject to a

one-year non-solicitation period concerning the hiring of the Company’s employees and the solicitation of its clients, among other

restrictions.

On August 18, 2025, the Board of Director’s

of the Company adopted resolutions to amend the Company’s Bylaws to provide that the holders of 33 1/3% of the voting power of the

stock issued and outstanding and entitled to vote, present in person or represented by proxy, will constitute a quorum at all meetings

of the stockholders for the transaction of business;

and where a separate vote by a class or series or classes or series is required,

the holders of 33 1/3% of the voting power of the issued and outstanding shares of such class or series or classes or series, present

in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

The Company’s

Bylaws previously provided that the holders of a majority of the voting power of the stock issued and outstanding (and with respect to

a separate class or series vote, just such class or series) and entitled to vote, present in person or represented by proxy, would constitute

a quorum at all meetings of the stockholders for the transaction of business.

● On September 26, 2025, the Board of Directors of the Company

appointed Chan Meng Chunas the Company’s Executive Director, effective September 26, 2025.

Chan Meng Chun and the Company entered

into an executive employment agreement dated as of September 26, 2025 (the “Agreement”), pursuant to which Mr.

Chun was appointed as the executive director of the Company, effective as of September 26, 2025.

Chan Meng Chun is entitled to receive

a total of $120,000 worth of shares of common stock of the Company on an annual basis, issued prorated on a monthly basis, calculated

based on the Volume Weighted Average Price (VWAP) of the Company’s shares for the respective month of issuance.

In addition, Mr.

Chan Meng Chun is entitled to receive an aggregate of 199,912 shares of common stock upon completion of three (3) months of services

with the Company, subject to applicable vesting schedules and other restrictions, in accordance with the Company’s equity compensation

During the term of the Agreement, either party may terminate the Agreement by providing one hundred twenty (120) days’ written.

For a period of six (6) months following termination, Mr.

Chan Meng Chun shall not be (unless with the approval of Board), either alone

or in association or partnership with or as an employee, principal, agent, director, manager, member, shareholder, unit-holder, beneficiary

or trustee of, as a consultant or adviser to any person or otherwise, or directly or indirectly engaged or concerned with or interested

in any other business which is in any respect in competition with or similar to any part of the business carried out by the Company.

Market Opportunity

We expect that continued strong economic

expansion, robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of

adoption of mobile technology provide market opportunities for our Company in Southeast Asia (“SEA”).

SEA is a large

economy and, as of 2022, its gross domestic product (“GDP”) was US$3.66 trillion.

1 In comparison, the

respective GDP for both the European Union (“EU”) and the United States (“US”) totaled

EUR$15.8 trillion and US$25.5 trillion 2 in 2022.

SEA has experienced rapid economic growth rates in

recent years, far exceeding growth in major world economies such as Japan, the EU and the US.

According to the

International Monetary Fund (“IMF”), Malaysia’s GDP growth averaged more than 4.5% from 2016 to 2019.

experienced a deficit of -5.5% in 2020 due to the COVID-19 pandemic.

Nevertheless, it rebounded to 3.1% and 8.7% in 2021 and 2022

respectively, and it is expected to maintain an average annual growth rate of 4.5% for the next five years, including

3 The GDP of Malaysia amounted to US$337 billion in 2020 and is projected to reach approximately

US$500 billion by 2025.

We expect that continued strong economic expansion,

robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile

technology provide market opportunities for our Company in Southeast Asia (“SEA”).

SEA is a large economy and, as of 2022,

its gross domestic product (“GDP”) was US$3.66 trillion.

1 In comparison, the respective GDP for both the European

Union (“EU”) and the United States (“US”) totaled EUR$15.8 trillion and US$25.5 trillion 2 in 2022.

SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU and

According to the International Monetary Fund (“IMF”), Malaysia’s GDP growth averaged more than 4.5% from 2016

However, it experienced a deficit of -5.5% in 2020 due to the COVID-19 pandemic.

Nevertheless, it rebounded to 3.1% and 8.7%

in 2021 and 2022 respectively, and it is expected to maintain an average annual growth rate of 4.5% for the next five years, including

3 The GDP of Malaysia amounted to US$337 billion in 2020 and is projected to reach approximately US$500 billion by 2025.

Malaysia registered a strong post-pandemic recovery in 2022.

Its strong macroeconomic

policy frameworks, including a track record of fiscal prudence and a credible monetary policy framework, have served the country

Its strong macroeconomic policy frameworks, including a track record

of fiscal prudence and a credible monetary policy framework, have served the country well.

SEA continues to enjoy robust population growth.

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growing to 681 million in 2022.

According to the World Bank, Malaysia had a population of approximately 33 million people in

2022 compared to 23 million people in 2000.

According to the World Bank, Malaysia had a population of approximately 33 million people in 2022 compared

to 23 million people in 2000.

A high percentage of Malaysians have lived in

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pandemic, the Internet economy continues to boom in SEA.

According to a Google Temasek e-Conomy SEA 2022 Report (the “Google

Report”), internet usage in the region increased with 20 million new users added in 2022 for a total of 460 million compared

to 360 million in 2019 and 440 million in 2021.

An additional 100 million internet users have come online in the last three years

10 In year 2022, 94% of Malaysia’s population is now online, compared to approximately 62% in 2013.

It is forecasted to continuously increase between 2024 and 2028, totaling a growth of 0.4 percentage points.

81% and 80% of Malaysia and

SEA’s internet users, respectively, have made at least one purchase online.

E-commerce, online media and food delivery adoption

and usage surged with the total value of goods and services sold via the Internet, or gross merchandise value (“GMV”), in

SEA, expected to reach approximately US$200 billion by year end 2022 according to the Google Report.

In fact, according to the Google

Report, the SEA Internet sector GMV is forecast to grow to over US$360 billion by 2025 up from the $300 billion forecast in

the Google, Temasek, Bain SEA Report 2022.

According to a Google Temasek e-Conomy SEA 2022 Report (the “Google Report”),

internet usage in the region increased with 20 million new users added in 2022 for a total of 460 million compared to 360 million in 2019

and 440 million in 2021.

An additional 100 million internet users have come online in the last three years since 2020.

year 2022, 94% of Malaysia’s population is now online, compared to approximately 62% in 2013.

11 It is forecasted to continuously

increase between 2024 and 2028, totaling a growth of 0.4 percentage points.

81% and 80% of Malaysia and SEA’s internet users, respectively,

have made at least one purchase online.

E-commerce, online media and food delivery adoption and usage surged with the total value of goods

and services sold via the Internet, or gross merchandise value (“GMV”), in SEA, expected to reach approximately US$200 billion

by year end 2022 according to the Google Report.

In fact, according to the Google Report, the SEA Internet sector GMV is forecast to grow

to over US$360 billion by 2025 up from the $300 billion forecast in the Google, Temasek, Bain SEA Report 2022.

Malaysia’s internet economy has grown from

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8 https://www.worldbank.org/en/country/malaysia/overview#1

9 The World Bank Press Release dated March 16, 2021, https://www.worldbank.org/en/news/press-release/2021/03/16/aiminghighmalaysia

9 The World Bank Press Release dated

March 16, 2021, https://www.worldbank.org/en/news/press-release/2021/03/16/aiminghighmalaysia

10 https://services.google.com/fh/files/misc/e_conomy_sea_2022_report.pdf

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Our ZCITY App also provides the following functions:

Registration and Account verification

Registration and Account

Users may register as a ZCITY App user

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Geo-location-based Homepage

Based on the users’ location, nearby

merchants and exclusive offers are selected and directed to them on their homepage for a smooth, user-friendly interaction.

Based on the users’ location,

nearby merchants and exclusive offers are selected and directed to them on their homepage for a smooth, user-friendly interaction.

Affiliate Partnership

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the ZCITY App to a partner’s website.

Bill Payment & Prepaid service

Bill Payment & Prepaid

Users can access and pay utility bills,

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with instant discounts and rewards points with each checkout.

User Engagement through Gamification

User Engagement through

Users can earn daily rewards by playing

our ZCITY App minigame “Spin & Win” where they can earn further ZCITY RP, ZCITY e-Vouchers as well as monthly grand

our ZCITY App minigame “Spin & Win” where they can earn further ZCITY RP, ZCITY e-Vouchers as well as monthly grand prizes.

ZCITY RAHMAH Package

ZCITY has collaborated with the Ministry

of Domestic Trade and Cost of Living (KPDN) for the launch of the ‘Payung Rahmah’ program (ZCITY RAHMAH Package).

offers a comprehensive package of living essential e-vouchers on the ZCITY app for items such as petrol, food, and bills.

will be able to purchase vouchers for these items at reduced prices, thereby assisting low-income Malaysians and helping to address this

societal challenge.

TADAA TECHNOLOGIES has collaborated

with the Ministry of Domestic Trade and Cost of Living (KPDN) for the launch of the ‘Payung Rahmah’ program (ZCITY RAHMAH

This program offers a comprehensive package of living essential e-vouchers on the ZCITY app for items such as petrol, food,

TADAA TECHNOLOGIES users will be able to purchase vouchers for these items at reduced prices, thereby assisting low-income

Malaysians and helping to address this societal challenge.

TAZTE Smart F&B system

ZCITY App offers a “Smart F&B”

system that provides a one stop solution and digitalization transformation for all registered Food “F&B”

outlets located in Malaysia.

It also allows merchants to easily record transactions with QR Digital Payment technology, set discounts

and execute RP redemptions and rewards online on the ZCITY App.

Since December 2022, we have been developing TAZTE.

However, due to

insufficient participation from merchant clients, management has decided to discontinue the program as of June 2024.

system that provides a one stop solution and digitalization transformation for all registered Food “F&B” outlets located

It also allows merchants to easily record transactions with QR Digital Payment technology, set discounts and execute RP redemptions

and rewards online on the ZCITY App.

Since December 2022, we have been developing

However, due to insufficient participation from merchant clients, management has decided to discontinue the program as of June

Zstore is ZCITY App’s e-mall service

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Retail Merchant Agreements .

have retail merchant agreements with Morganfield’s Holdings Sdn.

Bhd, and the Alley which together own more than 100 offline food

and beverage franchises in Malaysia.

Each of these retail merchants have signed our standard retail merchant agreement which allow merchants

to sell their products on the ZCITY App for which we receive a commission ranging from 1% to 10% depending on the category of goods or

services being purchased on the ZCITY App.

These agreements also provide that each party may use the intellectual property marks of the

other party without charge.

have retail merchant agreements with merchants which together own more than 100 offline food and beverage franchises in Malaysia.

Each of these retail merchants have signed our standard retail merchant agreement which allow merchants to sell their products on

the ZCITY App for which we receive a commission ranging from 1% to 10% depending on the category of goods or services being

purchased on the ZCITY App.

These agreements also provide that each party may use the intellectual property marks of the other party

without charge.

These agreements may be terminated by either party with 30 days’ notice.

Services Partners Agreements .

We have service provider agreements with Coup Marketing Asia Pacific Sdn.

have service provider agreements with Coup Marketing Asia Pacific Sdn.

D/B/A Pay’s Gift and MOL Access Portal Sdn.

D/B/A Razer Gold in which Pay’s Gift and Razer Gold provide us with e-vouchers for use on the ZCITY App that provide

users with discounts on goods and services of many top multinational and lifestyle brands, including gas, clothing, fast food, movie

theaters and others.

We pay the service partner for the cost of the e-voucher plus a service fee.

These contracts provide for the

use by us of the trademarks of the service providers and may be terminated at any time with 30 days’ notice.

also entered into an agreement with Apigate Sdn Bhd, a wholly-owned subsidiary of Axiata Digital, branded as Boost Connect.

agreement was entered into on July 28, 2023, and commenced on the same date, July 28, 2023.

It shall continue until

March 1, 2024.

Apigate Sdn Bhd is a global digital monetization and customer growth platform ecosystem provider, which offers

us the services for the reselling of digital vouchers.

Razer Gold in which Pay’s Gift and Razer Gold provide us with e-vouchers for use on the ZCITY App that provide users with discounts

on goods and services of many top multinational and lifestyle brands, including gas, clothing, fast food, movie theaters and others.

pay the service partner for the cost of the e-voucher plus a service fee.

These contracts provide for the use by us of the trademarks

of the service providers and may be terminated at any time with 30 days’ notice.

TADAA Technologies has also entered into an agreement

with Apigate Sdn Bhd, a wholly-owned subsidiary of Axiata Digital, branded as Boost Connect.

This agreement was entered into on July 28,

2023, and commenced on the same date, July 28, 2023.

It shall continue until March 1, 2024.

Apigate Sdn Bhd is a global digital monetization

and customer growth platform ecosystem provider, which offers us the services for the reselling of digital vouchers.

Local Strategic Partner Agreements .

have local strategic partner agreements with iPay88.

We have local strategic partner agreements with iPay88.

The agreements we enter into with these local strategic partners provide us with

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The iPay88 agreement was entered into on August

2021 and provides our users with payment gateways that include credit card processing, online banking services from certain banks in Malaysia

and eWallet payment processing such as Touch’ N Go eWallet, Grabpay, ShopeePay, Boost eWallet etc for which iPay88 receives a fee

ranging from 1.0% to 1.6% of the processed transaction depending on the credit card used or if the transaction is online banking or eWallet.

ZCity Sdn Bhd (formerly known as Gem Reward Sdn

Bhd), has entered into a business partner agreement with CIMB Bank to establish a payment gateway.

This agreement enables users to conveniently

make payments using their CIMB Bank credit and debit cards.

Additionally, users have the added benefit of enjoying rewards for their spending

at ZCITY through this partnership.

6, 2021 and provides our users with payment gateways that include credit card processing, online banking services from certain banks in

Malaysia and eWallet payment processing such as Touch’ N Go eWallet, Grabpay, ShopeePay, Boost eWallet etc for which iPay88 receives

a fee ranging from 1.0% to 1.6% of the processed transaction depending on the credit card used or if the transaction is online banking

TADAA Technologies Sdn.

Bhd (formerly known as

ZCity Sdn Bhd and Gem Reward Sdn Bhd), has entered into a business partner agreement with CIMB Bank to establish a payment gateway.

agreement enables users to conveniently make payments using their CIMB Bank credit and debit cards.

Additionally, users have the added

benefit of enjoying rewards for their spending at TADAA Technologies through this partnership.

Local Demands Agreements .

have local demand agreements with Digi Telecommunication Sdn.

local demand agreements with Digi Telecommunication Sdn.

(“Digi”) and ATX Distribution Sdn.

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CelcomDigi kicked off full-scale integration of Digi & Celcom network in December 2022.

marks one of the largest telecommunications network deployment projects in Malaysia.

This marks one of the

largest telecommunications network deployment projects in Malaysia.

The ATX agreement was entered into on November

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steps to obtaining Reward Points (or “RP”) is an attractive incentive to user participation in that participants receive:

● 200 RP for registration as a new user;

● 100 RP for referral of a new user;

● Conversion of Malaysian ringgit spent into RP;

● 200 RP for registration as

● 100 RP for referral of a new

● Conversion of Malaysian ringgit

spent into RP;

● 50% RP of every user paid amount;

● 25% RP of every referred user paid amount as a result of

the referral.

● 25% RP of every referred user

paid amount as a result of the referral.

The key objectives of our RP are:

● Social Engagement;

● RP are offered to users for increased social engagement.

● RP incentivizes users with every MYR spent in order to increase

the spending potential and to build users loyalty.

● Drives loyalty and greater customer engagement.

user onboarded will get 200 RP as welcoming gift.

● RP are offered to users for

increased social engagement.

● RP incentivizes users with

every MYR spent in order to increase the spending potential and to build users loyalty.

● Drives loyalty and greater

customer engagement.

Every new user onboarded will get 200 RP as welcoming gift.

● Referral Program;

● Rewards users with RP when they refer a new user.

● Rewards users with RP when

they refer a new user.

Offline Merchant

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App Campaign (or “UAC”) by Google.

UAC helps promote our ZCITY App across Google’s largest properties including

Google Search, Google Play Store, YouTube, and the Google Display Network.

It combines information Google has on users’ tendencies

and perceived intents outside of the app (such as what they have searched for, what other apps they have downloaded and what they watched

UAC helps promote our ZCITY App across Google’s largest properties including Google

Search, Google Play Store, YouTube, and the Google Display Network.

It combines information Google has on users’ tendencies and

perceived intents outside of the app (such as what they have searched for, what other apps they have downloaded and what they watched

on YouTube) with advertisers’ information on user actions in the app.

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decisions, while boosting the ZCITY App brand presence.

Marketing Strategy — Merchants

“6Cs” Strategy

Marketing Strategy - Merchants “6Cs”

In order to roll out our system, we plan to implement

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Convenience .

plan to demonstrate the convenience provided by our ZCITY App by launching a digitalization initiative which can get a merchant up and

running on our platform within 24 hours.

We believe this strategy emphasizes the ease of onboarding potential merchants and the potential

positive transformation of their business in the shortest amount of time.

We plan to demonstrate the

convenience provided by our ZCITY App by launching a digitalization initiative which can get a merchant up and running on our platform

within 24 hours.

We believe this strategy emphasizes the ease of onboarding potential merchants and the potential positive transformation

of their business in the shortest amount of time.

Competition .

further differentiate our system from our competitors, we expect to identify, compare and discover issues within their business model

of operations against our own business model.

To further differentiate our

system from our competitors, we expect to identify, compare and discover issues within their business model of operations against our

own business model.

Consistency with Creative Content .

plan to maintain a consistent brand image across all our current marketing approaches with creative and innovative content.

to make our brand recognizable to stand out among competitors to increase brand awareness and recognition.

to maintain a consistent brand image across all our current marketing approaches with creative and innovative content.

We strive to make

our brand recognizable to stand out among competitors to increase brand awareness and recognition.

Corporate Social Responsibilities .

expect to integrate social and environmental concerns in our business operations to gain positive publicity and recognition and greater

market exposure.

For example, our “Green Oil”

program will allow our merchants to contribute to zero pollution by recycling used cooking oil with one of our strategic partners.

to integrate social and environmental concerns in our business operations to gain positive publicity and recognition and greater market

For example, our “Green Oil” program will allow our merchants to contribute to zero pollution by recycling used

cooking oil with one of our strategic partners.

Credibility .

We expect to prove our

credibility by presenting our expertise to potential merchants who are seeking alternative business strategies in the ever-expanding

technological age.

We expect to prove our credibility

by presenting our expertise to potential merchants who are seeking alternative business strategies in the ever-expanding technological

We believe that promoting a credible and reliable system for merchants will increase referrals and positive reviews.

Revenue Model

ZCITY’s revenues are generated from a diversified

TADAA Technologies’s revenues are generated

from a diversified mix of:

● e-commerce activities for users;

● services to merchants to help them grow their businesses;

● services to merchants to help

them grow their businesses;

● membership subscription fees.

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(1) product and loyalty program revenue, (2) transaction revenue, and (3) agent subscription revenue.

see “Management’s Discussion and Analysis — Revenue Recognition .”

Please see “Management’s

Discussion and Analysis - Revenue Recognition .”

Our Competitive Strengths

Powerful, Unique and Integrated App .

have designed an application — the ZCITY App — which serves both consumers and merchants in ways that

concurrently maximize value creation and enhance the shopping experience.

Furthermore, through the application of our proprietary developed

AI technology, we can offer consumers a more personalized and targeted rewards offering/experience.

have designed an application - the ZCITY App - which serves both consumers and merchants in ways that concurrently maximize value creation

and enhance the shopping experience.

Furthermore, through the application of our proprietary developed AI technology, we can offer consumers

a more personalized and targeted rewards offering/experience.

Unique Loyalty Program .

under our hashtag #RewardsOnRewards, we believe our RP program increases user engagement and loyalty.

Through consumer redemption and

platform issuance of RP, we believe our system is advantageous to both consumers and merchants.

Operating under

our hashtag #RewardsOnRewards, we believe our RP program increases user engagement and loyalty.

Through consumer redemption and platform

issuance of RP, we believe our system is advantageous to both consumers and merchants.

Attractive Markets .

currently operate in Malaysia, which according to the IMF is expected to average annual growth rate of 4.5% GDP growth over the next five years.

We currently operate

in Malaysia, which according to the IMF is expected to average annual growth rate of 4.5% GDP growth over the next five years.

See Part I, Item 1.

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Experienced Management Team .

executives and directors combine decades of on-the-ground local e-commerce operations and social media marketing experience, as well as

professional expertise in the global finance field.

Our executives

and directors combine decades of on-the-ground local e-commerce operations and social media marketing experience, as well as professional

expertise in the global finance field.

Our Growth Strategy

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new consumers and the registration of as many merchants as possible in the most efficient way in the shortest amount of time.

believe that this approach establishes a cycle where more consumers lead to more merchants and more merchants lead to more consumers.

External partnerships play an important part in our business, as we will continue sourcing more delivery partners to offer our merchants

greater flexibility.

that this approach establishes a cycle where more consumers lead to more merchants and more merchants lead to more consumers.

partnerships play an important part in our business, as we will continue sourcing more delivery partners to offer our merchants greater

Consumer Growth .

strive to provide consumers with a smarter shopping experience from ordering to receiving goods and services as one seamless process.

Our marketing efforts will focus on attracting consumers by awarding RP upon the execution of successful transactions (where they can

redeem instant rebates).

We strive to provide consumers

with a smarter shopping experience from ordering to receiving goods and services as one seamless process.

Our marketing efforts will focus

on attracting consumers by awarding RP upon the execution of successful transactions (where they can redeem instant rebates).

Merchant Growth .

We feel our ZCITY App has the potential to pioneer a generation of

technologically astute “Smart Merchants,” effectively encouraging more merchants to join the technological trend.

the technological advantages, merchants would be able to gain access to a significant consumer database of nearly 2.7 million registered

users currently for their own brand marketing.

We feel our ZCITY App

has the potential to pioneer a generation of technologically astute “Smart Merchants,” effectively encouraging more merchants

to join the technological trend.

Apart from the technological advantages, merchants would be able to gain access to a significant consumer

database of nearly 2.7 million registered users currently for their own brand marketing.

Partner Growth .

are continuously enhancing the ZCITY App through adding further strategic partnerships.

We believe that collaborations will enable merchants

and consumers to have more options to choose from and the delivery speed and rates related to transparency will benefit all parties.

We are continuously enhancing

the ZCITY App through adding further strategic partnerships.

We believe that collaborations will enable merchants and consumers to have

more options to choose from and the delivery speed and rates related to transparency will benefit all parties.

Expansion Growth .

our proven systems and by leveraging our large network, leading technology, operational excellence, and product expertise, we expect the

ZCITY App to launch and scale our expansion plans to neighboring countries such as Indonesia, Thailand, and Japan, by partnering with

or acquiring local establishments.

With our proven systems

and by leveraging our large network, leading technology, operational excellence, and product expertise, we expect the ZCITY App to launch

and scale our expansion plans to neighboring countries such as Indonesia, Thailand, and Japan, by partnering with or acquiring local establishments.

Acquisition Growth .

order to complement our organic growth strategy, we will continue to evaluate investment and acquisition opportunities that will enable

us to become market leaders.

Our anticipated investments and acquisitions of other e-commerce platforms in different verticals are expected

to expand our service offerings and attract new consumers and merchants.

We expect negotiations with acquisition targets in the e-Commerce

In order to complement

our organic growth strategy, we will continue to evaluate investment and acquisition opportunities that will enable us to become market

Our anticipated investments and acquisitions of other e-commerce platforms in different verticals are expected to expand our

service offerings and attract new consumers and merchants.

We expect negotiations with acquisition targets in the e-Commerce industries.

Furthermore, we would expect to finance such acquisitions through internal and potential financings from the stock market.

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Competitive Outlook

We compete with other online platforms and

apps for merchants, who can sell their products/services on other online shopping marketplaces and other food ordering platforms.

also compete with other e-commerce platforms and apps, fashion and lifestyle retailers and restaurants for the attention of

Consumers have the choice of shopping with any online or offline retailer, large marketplaces or restaurant chain.

compete for consumers and merchants based on our ability to deliver a personalized e-commerce experience with an easy-to-use mobile

app, unique cross-business reward system, instant rebate & cashback, and a trusted payment gateway which is both secure and

We compete with other online platforms and apps

for merchants, who can sell their products/services on other online shopping marketplaces and other food ordering platforms.

We also compete

with other e-commerce platforms and apps, fashion and lifestyle retailers and restaurants for the attention of consumers.

Consumers have

the choice of shopping with any online or offline retailer, large marketplaces or restaurant chain.

We compete for consumers and merchants

based on our ability to deliver a personalized e-commerce experience with an easy-to-use mobile app, unique cross-business reward system,

instant rebate & cashback, and a trusted payment gateway which is both secure and convenient.

Within the Malaysian market, we believe the principal

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Our technology and ZCITY App are comprised of

copyrightable and/or patentable subject matter licensed by our Malaysian subsidiaries, ZCITY.

Our intellectual property assets include

trade secrets associated with our software platform.

We have successfully carried out development of our multilayer cloud-based software

platform based upon our reliance on third parties for payment and reward points deployment.

As a result, we can monetize our software

by making it available in locations such as the Apple iOS Store, Google Play Store, Huawei AppGallery and compatible with existing payment

systems depending on the country’s regulatory requirements.

We are currently focusing on using our intellectual property in Malaysia

and plan to expand further into Southeast Asia as part of our strategy.

The loss of all of these third-party payment facilitators could

not be easily replaced and therefore could materially affect our business and results of operations.

has filed one trademark application stylized as “” with the trademark offices of Malaysia.

The name and mark, ZCITY App and

other trade names and service marks of ZCITY in this prospectus are our property.

filed one patent application entitled “A Revenue Allocation System” with the Patents Registration Office of Malaysia.

We manage all our intellectual property

matters in Malaysia including the registration of patents, trademarks, trade names, and service marks in the name of ZCITY, our

subsidiary in Malaysia.

copyrightable and/or patentable subject matter licensed by our Malaysian subsidiaries, TADAA Technologies.

Our intellectual property assets

include trade secrets associated with our software platform.

We have successfully carried out development of our multilayer cloud-based

software platform based upon our reliance on third parties for payment and reward points deployment.

As a result, we can monetize our

software by making it available in locations such as the Apple iOS Store, Google Play Store, Huawei AppGallery and compatible with existing

payment systems depending on the country’s regulatory requirements.

We are currently focusing on using our intellectual property

in Malaysia and plan to expand further into Southeast Asia as part of our strategy.

The loss of all of these third-party payment facilitators

could not be easily replaced and therefore could materially affect our business and results of operations.

TADAA Technologies has filed

one trademark application stylized as “” with the trademark offices of Malaysia.

The name and mark, ZCITY App and other trade

names and service marks of TADAA Technologies in this prospectus are our property.

TADAA Technologies has filed one

patent application entitled “A Revenue Allocation System” with the Patents Registration Office of Malaysia.

We manage all our intellectual property matters

in Malaysia including the registration of patents, trademarks, trade names, and service marks in the name of TADAA Technologies, our subsidiary

While we have not delineated each of our trademarks, the foregoing constitutes our material trademarks.

Without prejudice to the generality of foregoing, ZCITY is, inter alia, the direct owner of the registered trademark

“ZCITY” in connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS

platforms, and other subsets of our business.

Without prejudice

to the generality of foregoing, TADAA Technologies is, inter alia, the direct owner of the registered trademark “ZCITY” in

connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS platforms, and other subsets of

our business.

Information Technology Protection .

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AWScloud and is compliant with SOC2, which we believe securely manages our data across six aspects:

● Security — protects the system resources

against unauthorized access.

● Security - protects the system

resources against unauthorized access.

Apply security group rules as security control.

Enabled AWS WAF rule for more protection.

AWS WAF (Web Application

Firewall) is a managed security service provided by Amazon Web Services (AWS) that helps protect web applications from various web-based

It acts as a protective layer between your web applications and the internet, allowing you to control and monitor incoming traffic

to your web applications.

● Availability — makes sure the server accessibility

meets the SLA.

WAF (Web Application Firewall) is a managed security service provided by Amazon Web Services (AWS) that helps protect web applications

from various web-based attacks.

It acts as a protective layer between your web applications and the internet, allowing you to control

and monitor incoming traffic to your web applications.

● Availability - makes sure the

server accessibility meets the SLA.

Regularly review and report on server availability metrics to track performance against SLA targets.

Provide transparent

reporting to stakeholders, including customers, about server uptime and downtime.

Moreover, continuously monitor and analyze server performance

data (AWS) to identify areas for improvement.

Implement optimizations to enhance server availability and performance over time.

● Processing integrity — data process monitoring

couple with quality assurance procedures can help ensure processing integrity.

● Confidentiality — data is encrypted during

network transmission.

Subscripted to the cloud flare service, which offers a range of services to protect websites, applications, and

company data.

● Privacy — data collection, use, retention,

disclosure and disposal of personal information in conformity.

● Backup — Enabled AWS Backup service.

you centralize and automate the backup of data across various AWS services and on-premises resources.

AWS Backup is designed to be efficient,

scalable, and reliable.

Provide transparent reporting to stakeholders, including customers, about server uptime and downtime.

Moreover, continuously monitor

and analyze server performance data (AWS) to identify areas for improvement.

Implement optimizations to enhance server availability and

performance over time.

● Processing integrity - data

process monitoring couple with quality assurance procedures can help ensure processing integrity.

● Confidentiality - data is encrypted

during network transmission.

Subscripted to the cloud flare service, which offers a range of services to protect websites, applications,

and company data.

● Privacy - data collection,

use, retention, disclosure and disposal of personal information in conformity.

● Backup - Enabled AWS Backup

It helps you centralize and automate the backup of data across various AWS services and on-premises resources.

AWS Backup is

designed to be efficient, scalable, and reliable.

We practice Disaster Recovery SOP to easily overcome

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1) User authorization

2) Maintaining the user access log

2) Maintaining the user access

3) Periodic review user access

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5) Managing Privileged User access

6) Separation of Duties to reduce the risk of misuse of client

code and assets

7) Change management, risk management and issue management are

exercised as part of Management Reviews

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6) Separation of Duties to reduce

the risk of misuse of client code and assets

7) Change management, risk management

and issue management are exercised as part of Management Reviews

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From time to time, we may become involved in legal

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individually or in the aggregate, would have a material adverse effect on our business, results of operations, financial condition, and/or

We lease and maintain our offices at located at

276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar

Puchong, 47100 Puchong, Selangor, Malaysia.

We lease and maintain our offices at located at 276 5 th

Avenue, Suite 704 #739, New York, New York 10001 andB03-C-13A, Menara 3A, KL Eco City, No.

3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.

Human Capital Resources

As of June 30, 2024, we had a total of 25 full-time employees

and a total of 3 independent contractors and consultants.

We engage consultants on an as-needed basis to supplement existing staff.

Since the onset of the COVID-19 pandemic, we have taken an integrated approach to helping our employees manage their work and personal

responsibilities, with a strong focus on employee well-being, health, and safety.

As of June 30, 2025, we had a total of 12

full-time employees.

We engage consultants on an as-needed basis to

supplement existing staff.

Since the onset of the COVID-19 pandemic, we have taken an integrated approach to helping our employees

manage their work and personal responsibilities, with a strong focus on employee well-being, health, and safety.

Our human capital resources objectives include,

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Available Information

Our corporate website address is https://treasureglobal.co .

Our ZCITY website address is https://zcity.io .

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current

Reports on Form 8-K, any amendments to those reports, and registration statements filed or furnished with the SEC, are available

free of charge through our website.

Our corporate website address is https://treasureglobal.org .

Our ZCITY website address is https://zcity.world .

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports

on Form 8-K, any amendments to those reports, and registration statements filed or furnished with the SEC, are available free of charge

through our website.

We make these materials available through our website as soon as reasonably practicable after we electronically

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The reports filed with the SEC by our executive officers and directors

pursuant to Section 16 under the Exchange Act are also made available, free of charge on our website, as soon as reasonably

practicable after copies of those filings are provided to us by those persons.

pursuant to Section 16 under the Exchange Act are also made available, free of charge on our website, as soon as reasonably practicable

after copies of those filings are provided to us by those persons.

These materials can be accessed through the “Investors”

section of our website.

The information contained in, or that can be accessed through, our website is not part of this Annual Report on

The information contained in, or that can be accessed through, our website is not part of this Annual Report

on Form 10-K.

R isk Factors.

Investing in our common stock is highly speculative

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Before you invest in our securities, you should give careful consideration to the following

risk factors, in addition to the other information included in this Annual Report on Form 10-K, including our financial statements

and related notes, before deciding whether to invest in our securities.

The occurrence of any of the adverse developments described in

the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects.

In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

risk factors, in addition to the other information included in this Annual Report on Form 10-K, including our financial statements and

related notes, before deciding whether to invest in our securities.

The occurrence of any of the adverse developments described in the

following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects.

case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

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We have incurred substantial operating losses since our inception.

the year ended June 30, 2024, we had approximately $200,013 cash on hand, an accumulated deficit of approximately $38.0 million

at June 30, 2024, a net loss of approximately $6.59 million for the year ended June 30, 2024, and approximately $4.7 million

net cash used by operating activities for the year ended June 30, 2024.

The accompanying consolidated financial statements have been

prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of

We anticipate incurring additional losses until such time, if ever, that we will be able to effectively market our products.

For the year ended June 30, 2025, we had approximately $0.2 million cash on hand, an accumulated deficit of approximately $61.4 million

at June 30, 2024, a net loss of approximately $23.4 million for the year ended June 30, 2025, and approximately $9.5million net cash used

by operating activities for the year ended June 30, 2025.

The accompanying consolidated financial statements have been prepared on a going

concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

We anticipate

incurring additional losses until such time, if ever, that we will be able to effectively market our products.

Also, we will seek to obtain additional capital

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could terminate the iPay88 Agreement without any notice.

If one or more of these contracts were not renewed or were terminated and we were not able to enter into

agreements with others that could replace these services, the ZCITY App could lose material features and in turn we could find it harder

to maintain and grow our user base, which would have a material adverse effect on our business.

For a description of these material contracts

See “ Business — About ZCITY App .”

If one or more of these contracts were not renewed or were terminated and we

were not able to enter into agreements with others that could replace these services, the ZCITY App could lose material features and in

turn we could find it harder to maintain and grow our user base, which would have a material adverse effect on our business.

For a description

of these material contracts See “ Business - About ZCITY App .”

We rely on email, internet search engines

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The market for our ZCITY App is new and

We were founded in 2020 and ZCITY was founded

in 2017 and since our inception have been creating products for the developing and rapidly evolving market for API-based software platforms,

a market that is largely unproven and is subject to a number of inherent risks and uncertainties.

We believe that our future success will

depend in large part on the growth, if any, in the market for software platforms that provide features and functionality to create the

entire lifestyle ecosystem.

It is difficult to predict customer adoption and renewal rates, customer demand for our solutions, the size

and growth rate of the overall market that our ZCITY App addresses, the entry of competitive products or the success of existing competitive

Any expansion of the market our ZCITY App addresses depends upon a number of factors, including the cost, performance and perceived

value associated with such solutions.

If the market our ZCITY App addresses does not achieve significant additional growth or there is

a reduction in demand for such solutions caused by a lack of customer acceptance, technological challenges, competing technologies and

products or decreases in corporate spending, it could have a material adverse effect on our business, results of operations and financial

We were founded in 2020 and TADAA Technologies

was founded in 2017 and since our inception have been creating products for the developing and rapidly evolving market for API-based software

platforms, a market that is largely unproven and is subject to a number of inherent risks and uncertainties.

We believe that our future

success will depend in large part on the growth, if any, in the market for software platforms that provide features and functionality

to create the entire lifestyle ecosystem.

It is difficult to predict customer adoption and renewal rates, customer demand for our solutions,

the size and growth rate of the overall market that our ZCITY App addresses, the entry of competitive products or the success of existing

competitive products.

Any expansion of the market our ZCITY App addresses depends upon a number of factors, including the cost, performance

and perceived value associated with such solutions.

If the market our ZCITY App addresses does not achieve significant additional growth

or there is a reduction in demand for such solutions caused by a lack of customer acceptance, technological challenges, competing technologies

and products or decreases in corporate spending, it could have a material adverse effect on our business, results of operations and financial

If we are unable to expand our systems or

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material adverse effect on our business, results of operations and financial condition.

We use internally developed systems to

operate our service and for transaction processing.

We must continually enhance and improve these systems in order to accommodate

the level of use of our products and services and increase our security.

Furthermore, in the future, we may add new features and

functionality to our services that would result in the need to develop or license additional technologies.

Our inability to add new

software and hardware to develop and further upgrade our existing technology, transaction processing systems or network

infrastructure to accommodate increased traffic on our platforms or increased transaction volume through our processing systems or

to accommodate new operating systems, networks or devices broadly used in the marketplace or to provide new features or

functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, impaired

quality of the user’s experience on our service, and delays in reporting accurate financial information.

There can be no

assurance that we will be able in a timely manner to effectively upgrade and expand our systems or to integrate smoothly any newly

developed or purchased technologies with our existing systems.

Any inability to do so would have a material adverse effect on our

business, results of operations and financial condition.

We use internally developed systems to operate

our service and for transaction processing.

We must continually enhance and improve these systems in order to accommodate the level of

use of our products and services and increase our security.

Furthermore, in the future, we may add new features and functionality to our

services that would result in the need to develop or license additional technologies.

Our inability to add new software and hardware to

develop and further upgrade our existing technology, transaction processing systems or network infrastructure to accommodate increased

traffic on our platforms or increased transaction volume through our processing systems or to accommodate new operating systems, networks

or devices broadly used in the marketplace or to provide new features or functionality may cause unanticipated system disruptions, slower

response times, degradation in levels of customer service, impaired quality of the user’s experience on our service, and delays

in reporting accurate financial information.

There can be no assurance that we will be able in a timely manner to effectively upgrade

and expand our systems or to integrate smoothly any newly developed or purchased technologies with our existing systems.

Any inability

to do so would have a material adverse effect on our business, results of operations and financial condition.

As we increase our reliance on cloud-based

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Domain names similar to ours may be registered in the United States and elsewhere.

We may be unable

to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our

brand or our trademarks or service marks.

Protecting and enforcing our rights in our domain names may require litigation, which could

result in substantial costs and diversion of management’s attention.

We may be unable to prevent

third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or

our trademarks or service marks.

Protecting and enforcing our rights in our domain names may require litigation, which could result in

substantial costs and diversion of management’s attention.

We may be required to expend resources to

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including risks associated with:

● recruiting and retaining qualified, multi-lingual employees,

including customer support personnel;

● increased competition from local websites and guides and

potential preferences by local populations for local providers;

● compliance with applicable foreign laws and regulations,

including different privacy, censorship and liability standards and regulations and different intellectual property laws;

● providing solutions in different languages for different

cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant in different countries;

● the enforceability of our intellectual property rights;

● credit risk and higher levels of payment fraud;

● compliance with anti-bribery laws;

● recruiting and retaining qualified,

multi-lingual employees, including customer support personnel;

● increased competition from

local websites and guides and potential preferences by local populations for local providers;

● compliance with applicable

foreign laws and regulations, including different privacy, censorship and liability standards and regulations and different intellectual

property laws;

● providing solutions in different

languages for different cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant

in different countries;

● the enforceability of our intellectual

property rights;

● credit risk and higher levels

of payment fraud;

● compliance with anti-bribery

● currency exchange rate fluctuations;

● foreign exchange controls that might prevent us from repatriating

cash earned outside the United States;

● political and economic instability in some countries;

● double taxation of our international earnings and potentially

adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate;

● higher costs of doing business internationally.

● foreign exchange controls that

might prevent us from repatriating cash earned outside the United States;

● political and economic instability

in some countries;

● double taxation of our international

earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in

which we operate;

● higher costs of doing business

internationally.

We do not have liability business interruption,

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us, which may ultimately affect the total number of users using our platform and harm our business, financial condition and results of

Our offline and online merchants obtain

their products, or the raw materials comprised of their products or used in their services, from manufacturers and distributors

located around the world, and may have entered into long-term contracts or exclusive agreements that would ensure their ability to

acquire the types and quantities of products or raw materials they desire at acceptable prices and in a timely manner.

Any potential

disruption in and other risks relating to the offline or online merchants’ supply chain as a result of the COVID-19 pandemic

or Russia’s invasion of Ukraine, could increase the costs of their products or services to consumers, potentially causing

consumers to limit their spending or seek products or services from alternative businesses that may not be registered as a merchant

with us, which may ultimately affect the total number of users using our platform and harm our business, financial condition and

results of operations.

Our offline and online merchants obtain their

products, or the raw materials comprised of their products or used in their services, from manufacturers and distributors located around

the world, and may have entered into long-term contracts or exclusive agreements that would ensure their ability to acquire the types

and quantities of products or raw materials they desire at acceptable prices and in a timely manner.

Any potential disruption in and other

risks relating to the offline or online merchants’ supply chain as a result of the COVID-19 pandemic or Russia’s invasion

of Ukraine, could increase the costs of their products or services to consumers, potentially causing consumers to limit their spending

or seek products or services from alternative businesses that may not be registered as a merchant with us, which may ultimately affect

the total number of users using our platform and harm our business, financial condition and results of operations.

Our business will be exposed to foreign

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between the currencies of countries of SEA and Japan on the one hand and the U.S.

dollar on the other could expose us to foreign

exchange risk.

dollar on the other could expose us to foreign exchange

Some of the currencies of the countries of SEA

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The value of the RM against the U.S.

and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions.

other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions.

The value of our common stock will be indirectly affected by the foreign exchange rate between U.S.

dollars and RM and between those

currencies and other currencies in which our revenue may be denominated.

Appreciation or depreciation in the value of the RM relative

dollars and RM and between those currencies

and other currencies in which our revenue may be denominated.

Appreciation or depreciation in the value of the RM relative to the U.S.

dollar would affect our financial results reported in U.S.

dollar terms without giving effect to any underlying

change in our business or results of operations.

As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM

may materially and adversely affect our cash flows, revenues and financial condition.

For example, to the extent that we need to convert

dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S.

could cause the RM equivalent of U.S.

dollars to be reduced and therefore could have a material adverse effect on our business, financial

condition and results of operations.

dollar terms without giving effect to any underlying change in our business

or results of operations.

As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely

affect our cash flows, revenues and financial condition.

For example, to the extent that we need to convert U.S.

dollars we receive from

an offering of our securities into RM for our operations, appreciation of the RM against the U.S.

dollar could cause the RM equivalent

dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations.

Conversely, if we decide to convert our RM into U.S.

dollars for the purpose of making dividend

payments on our common stock or for other business purposes and the U.S.

dollars for the purpose of making dividend payments on our common stock or for other

business purposes and the U.S.

dollar appreciates against the RM, the U.S.

equivalent of the RM we convert would be reduced.

In addition, the depreciation of significant U.S.

dollar denominated assets could

result in a change to our operations and a reduction in the value of these assets.

dollar equivalent of the RM we convert would be reduced.

addition, the depreciation of significant U.S.

dollar denominated assets could result in a change to our operations and a reduction in

the value of these assets.

We may not be able to maintain the listing

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and decrease or eliminate your investment.

On August 17, 2023, we received a

letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued

listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2).

Although Nasdaq has granted us 180 calendar days, or until

February 13, 2024, to regain compliance with the Bid Price Rule.

On February 27, 2024, the Company effected a 1:70 reverse stock split of

its shares of common stock.

On March 20, 2024, the Company received a letter from the Panel informing the Company that since the common

stock of the Company had traded at $1.00 per share or greater for a 10 consecutive business day period between February 27, 2024 and March

Accordingly, the Company has regained compliance with the Bid Price Rule and this matter is closed.

However, there can be no

assurance that we will continue to be in compliance and Nasdaq could make a determination to issue another notice regarding such incompliance.

Any delisting determination by Nasdaq could

seriously decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock.

While a listing on an over-the-counter exchange could maintain some degree of a market in our common stock, we could face

substantial material adverse consequences, including, but not limited to, the following:

limited availability for market quotations

for our common stock;

reduced liquidity with respect to and decreased trading prices of our common stock;

a determination that

shares of our common stock are “penny stock” under the SEC rules, subjecting brokers trading our common stock to more

stringent rules on disclosure and the class of investors to which the broker may sell the common stock;

limited news and analyst

coverage for our Company, in part due to the “penny stock” rules;

decreased ability to issue additional securities or

obtain additional financing in the future;

and potential breaches under or terminations of our agreements with current or

prospective large stockholders, strategic investors and banks.

The perception among investors that we are at heightened risk of

delisting could also negatively affect the market price of our securities and trading volume of our common stock.

On August 17, 2023, we received a letter from

Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq

under Nasdaq Listing Rule 5550(a)(2).

Although Nasdaq has granted us 180 calendar days, or until February 13, 2024, to regain compliance

with the Bid Price Rule.

On February 27, 2024, the Company effected a 1:70 reverse stock split of its shares of common stock.

20, 2024, the Company received a letter from the Panel informing the Company that since the common stock of the Company had traded at

$1.00 per share or greater for a 10 consecutive business day period between February 27, 2024 and March 20, 2024.

Accordingly, the Company

has regained compliance with the Bid Price Rule and this matter is closed.

However, there can be no assurance that we will continue to

be in compliance and Nasdaq could make a determination to issue another notice regarding such incompliance.

Any delisting determination by Nasdaq could seriously

decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock.

While a listing

on an over-the-counter exchange could maintain some degree of a market in our common stock, we could face substantial material adverse

consequences, including, but not limited to, the following:

limited availability for market quotations for our common stock;

reduced liquidity

with respect to and decreased trading prices of our common stock;

a determination that shares of our common stock are “penny stock”

under the SEC rules, subjecting brokers trading our common stock to more stringent rules on disclosure and the class of investors to which

the broker may sell the common stock;

limited news and analyst coverage for our Company, in part due to the “penny stock”

decreased ability to issue additional securities or obtain additional financing in the future;

and potential breaches under or

terminations of our agreements with current or prospective large stockholders, strategic investors and banks.

The perception among investors

that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our

common stock.

Geopolitical conditions, including acts

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United States and other countries due to Russia’s invasion of Ukraine in February 2022.

It is not possible to predict

the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the

and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response,

including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical

shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy.

event may in turn have a material and adverse effect on our business, results of operations and financial position.

It is not possible to predict the broader

consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S.

other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including,

for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts,

and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy.

Any such event

may in turn have a material and adverse effect on our business, results of operations and financial position.

Because our principal assets are located

outside of the United States and all of our directors and all our officers reside outside of the United States, it may be difficult

for you to enforce your rights based on U.S.

Federal Securities Laws against us and our officers and directors or to enforce a judgment

of a United States court against us or our officers and directors.

outside of the United States and all of our directors and all our officers reside outside of the United States, it may be difficult for

you to enforce your rights based on U.S.

Federal Securities Laws against us and our officers and directors or to enforce a judgment of

a United States court against us or our officers and directors.

All of our directors and officers reside outside

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In addition, substantially all of our assets are located outside of the United States.

It may therefore

be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S.

securities laws against us in the courts of either the U.S.

It may therefore be difficult

for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S.

federal securities

laws against us in the courts of either the U.S.

or Malaysia and, even if civil judgments are obtained in U.S.

to enforce such judgments in Malaysian courts.

courts, to enforce such

judgments in Malaysian courts.

Our failure to maintain effective internal

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of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

In preparing our consolidated financial statements as of and for the

year ended June 30, 2024, we and our independent registered public accounting firms identified 2 material weaknesses and other

control deficiencies including significant deficiencies in our internal control over financial reporting, as defined in the standards

established by the Public Company Accounting Oversight Board.

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

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s

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

In preparing our consolidated financial statements

as of and for the year ended June 30, 2024, we and our independent registered public accounting firms identified 2 material weaknesses

and other control deficiencies including significant deficiencies in our internal control over financial reporting, as defined in the

standards established by the Public Company Accounting Oversight Board.

A “material weakness” is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified included the

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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 inadequate;

and (2) Inadequate internal audit function.

We lack of a functional internal audit department or personnel

that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal

audit function to ensure that our policies and procedures have been carried out as planned.

We lack of a functional internal audit department or personnel that monitors

the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function

to ensure that our policies and procedures have been carried out as planned.

Following the identification of the material weaknesses

and control deficiencies, we plan to take remedial measures including (i) hiring more qualified accounting personnel with relevant

GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial

and system control framework;

and control deficiencies, we plan to take remedial measures including (i) hiring more qualified accounting personnel with relevant U.S.

GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system

control framework;

(ii) implementing regular and continuous U.S.

GAAP accounting and financial reporting training

programs for our accounting and financial reporting personnel;

(iii) establishing internal audit function by engaging an external

consulting firm to assist us with assessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control;

and (iv) strengthening corporate governance.

However, the implementation of these measures may not fully address the material weaknesses

in our internal control over financial reporting.

Our failure to correct the material weaknesses or our failure to discover and address

any other material weaknesses or control deficiencies could result in inaccuracies in our consolidated financial statements and could

also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

a result, our business, financial condition, results of operations and prospects, as well as the trading price of our common stocks, may

be materially and adversely affected.

Moreover, ineffective internal control over financial reporting significantly hinders our ability

to prevent fraud.

GAAP accounting and financial reporting training programs for our accounting

and financial reporting personnel;

(iii) establishing internal audit function by engaging an external consulting firm to assist us with

assessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control;

and (iv) strengthening corporate

However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial

Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control

deficiencies could result in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicable

financial reporting requirements and related regulatory filings on a timely basis.

As a result, our business, financial condition, results

of operations and prospects, as well as the trading price of our common stocks, may be materially and adversely affected.

Moreover, ineffective

internal control over financial reporting significantly hinders our ability to prevent fraud.

A control system, no matter how well conceived

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by the SEC and civil or criminal sanctions;

investors losing confidence in the accuracy of our periodic reports filed under the Exchange Act;

investors losing confidence in the accuracy of our periodic reports filed under the Exchange

and a decline in our stock price.

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as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act

also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of

the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

In addition, Section 107 of the JOBS Act also

provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)

of the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards.

In other words,

an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

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We will remain an “emerging growth company”

until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant

to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion,

if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that

is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an

effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion,

if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held

by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

The elimination of personal liability against

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Investors seeking cash dividends should not purchase our common stock.

Cybersecurity incident and ongoing cyber

We operate cloud-based systems and third-party integrations to support

our platform and software services.

In May 2025 we detected unauthorized changes to our domain, DNS, and email configurations, which caused

us to suspend operations on our ZCITY App for 44 days, however no evidence of data exfiltration or compromise involving customer data,

financial information, or internal systems was found and the incident did not have any material adverse effect on our business or financial

We have increased our security protocols and migrated to a new domain for our ZCity App.

However, cybersecurity events may

recur and could result in operational disruption, loss of data, regulatory inquiries, litigation, reputational harm, and additional costs

for response and remediation.

If any of these events were to occur it could have a material adverse effect on our business and financial

Customer and prepayment concentration

A limited number of customers and counterparties accounted for a meaningful

portion of our revenues, receivables and prepayments.

If a major customer reduces or delays orders, or if prepayments to project counterparties

are not realized as planned, our results of operations and liquidity could be adversely affected, including potential impairments or allowances.

Regulatory Risks

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Noncompliance with applicable regulations or requirements could subject us to:

● investigations, enforcement actions, and sanctions;

● mandatory changes to our network and products;

● disgorgement of profits, fines, and damages;

● civil and criminal penalties or injunctions;

● claims for damages by our customers or channel partners;

● investigations, enforcement

actions, and sanctions;

● mandatory changes to our network

and products;

● disgorgement of profits, fines,

● civil and criminal penalties

or injunctions;

● claims for damages by our customers

or channel partners;

● termination of contracts;

● failure to obtain, maintain or renew certain licenses, approvals,

permits, registrations or filings necessary to conduct our operations;

● temporary or permanent debarment from sales to public service

organizations.

● failure to obtain, maintain

or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations;

● temporary or permanent debarment

from sales to public service organizations.

If any governmental sanctions are imposed, or

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In addition, we

may become, or be determined to be, subject to United States federal or state laws or laws in Malaysia or other countries where we

operate regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act,

the USA Patriot Act and other similar future laws or regulations in the United States and in the applicable SEA or East Asia countries.

may become, or be determined to be, subject to United States federal or state laws or laws in Malaysia or other countries where we operate

regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USA

Patriot Act and other similar future laws or regulations in the United States and in the applicable SEA or East Asia countries.

If we become subject to claims or are required

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As a public company, we are subject to the reporting

requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank

Wall Street Reform and Consumer Protection Act, and other applicable securities rules and regulations.

Compliance with these rules and

regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase

demand on our systems and resources.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports

with respect to our business and operating results.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure

controls and procedures and internal control over financial reporting.

In order to maintain and, if required, improve our disclosure controls

and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may

As a result, management’s attention may be diverted from other business concerns, which could harm our business and

operating results.

We may need to hire more employees in the future to maintain compliance with these requirements, which will increase

our costs and expenses.

In addition, changing laws, regulations and

standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and

financial compliance costs and making some activities more time consuming.

These laws, regulations and standards are subject to

varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve

over time as new guidance is provided by regulatory and governing bodies.

This could result in continuing uncertainty regarding

compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest

resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and

administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance

If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or

governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our

business may be harmed.

requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform

and Consumer Protection Act, and other applicable securities rules and regulations.

Compliance with these rules and regulations increases

our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems

and resources.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business

and operating results.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures

and internal control over financial reporting.

In order to maintain and, if required, improve our disclosure controls and procedures and

internal control over financial reporting to meet this standard, significant resources and management oversight may be required.

result, management’s attention may be diverted from other business concerns, which could harm our business and operating results.

We may need to hire more employees in the future to maintain compliance with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations and standards

relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance

costs and making some activities more time consuming.

These laws, regulations and standards are subject to varying interpretations, in

many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided

by regulatory and governing bodies.

This could result in continuing uncertainty regarding compliance matters and higher costs necessitated

by ongoing revisions to disclosure and governance practices.

We intend to invest resources to comply with evolving laws, regulations and

standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time

and attention from revenue-generating activities to compliance activities.

If our efforts to comply with new laws, regulations and standards

differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may

initiate legal proceedings against us and our business may be harmed.

We also expect that being a public company and

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These factors could also make it more difficult for

us to attract and retain qualified members of our Board, particularly to serve on our audit committee

and renumeration committee, and qualified executive officers.

us to attract and retain qualified members of our Board, particularly to serve on our audit committee and renumeration committee, and

qualified executive officers.

As a result of disclosure of information in this

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anti-corruption laws and the United States Foreign Corrupt Practices Act, which generally prohibits U.S.

companies from engaging

in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.

In addition, we are required

to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls.

Foreign companies, including some of our competitors, are not subject to these prohibitions.

Corruption, extortion, bribery, pay-offs,

theft and other fraudulent practices occur from time-to-time in Malaysia.

If our competitors engage in these practices, they may receive

preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials

who might give them priority in obtaining new licenses, which would put us at a disadvantage.

Although we inform our personnel that such

practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held

If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other

consequences that may have a material adverse effect on our business, financial condition and results of operations.

In addition, our

brand and reputation, our sales activities or the price of our ordinary shares could be adversely affected if we become the target of

any negative publicity as a result of actions taken by our employees or other agents.

companies from engaging in bribery

or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.

In addition, we are required to

maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls.

companies, including some of our competitors, are not subject to these prohibitions.

Corruption, extortion, bribery, pay-offs, theft and

other fraudulent practices occur from time-to-time in Malaysia.

If our competitors engage in these practices, they may receive preferential

treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who

might give them priority in obtaining new licenses, which would put us at a disadvantage.

Although we inform our personnel that such practices

are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible.

If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences

that may have a material adverse effect on our business, financial condition and results of operations.

In addition, our brand and reputation,

our sales activities or the price of our ordinary shares could be adversely affected if we become the target of any negative publicity

as a result of actions taken by our employees or other agents.

Litigation is costly and time consuming

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protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures.

Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access,

measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access,

provide adequate protection for our proprietary information.

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and be a distraction to management and other employees.

Staff Comments

Our principal executive offices are located at

276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat

Bandar Puchong, 47100 Puchong, Selangor, Malaysia.

We lease and maintain our offices, and we currently do not own any real estate.

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 1. Business