TREASURE GLOBAL INC 10-K/A

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Report, we carried out an evaluation, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, based on the foregoing evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses described below. Management’s Report on Internal Control over Financial Reporting Our management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2025, based on the Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) (2013 Framework). Based on this evaluation under the 2013 Framework, our principal executive officer and principal financial officer have concluded that our internal control over financial reporting was not effective as of June 30, 2025 due to the following material weaknesses: ● Inadequate U.S. GAAP expertise. The current accounting staff is inexperienced in applying U.S. GAAP standard as they are primarily engaged in ensuring compliance with International Financial Reporting Standards (“IFRS”) accounting and reporting requirement for our consolidated operating entities, and thus require substantial training. The current staff’s accounting skills and understanding as to how to fulfill the requirements of U.S. GAAP-based reporting, including subsidiary financial statements consolidation, are inadequate; ● 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; A material weakness is a deficiency, or a combination of deficiencies, within the meaning of PCAOB Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Following the identification of the material weaknesses, we plan to take remedial measures including: ● 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; ● implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; ● 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 ● strengthening corporate governance. Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f) and 15d-15(f) under the Exchange Act during the year ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 55 PART III Item 10. Directors, Executive Officers and Corporate Governance The following are our executive officers and directors and their respective ages and positions as of the date of this Annual Report on Form 10-K. Name Age Position Carlson Thow 32 Chief Executive Officer and Executive Director See Wah “Sylvia” Chan 34 Chief Financial Officer Kok Pin “Darren” Tan 41 Director Wei Ping Leong 44 Director and Chairman of the Audit Committee of the Board Wai Kuan Chan 43 Director and Chairman of the Compensation Committee of the Board Chan Meng Chun 53 Executive Director Carlson Thow is our Chief Executive Officer and an executive director. Mr. Thow s erved as Chief Legal Officer of VCI Global Limited (NASDAQ: VCIG) from July 2022 until June 2024, where he was responsible for setting the overall legal strategy for the organization and its subsidiaries, and for providing legal counsel to senior management and the board of directors. Prior to joining VCI Global Limited, Mr. Thow practiced law as a Senior Associate with Zaid Ibrahim & Co. (a member of ZICO Law network) from 2019 to 2022, and as Legal Associate with Martin Cheah & Associates from 2018 to 2019, where he provided legal assistance with regard to mergers and acquisitions and corporate financing matters, among other things. Mr. Thow graduated with a Bachelor of Laws from the University of Northumbria at Newcastle in 2014, a Master of Laws from the University of Malaya in 2016 and a Master of Business Administration from Lancaster University in 2021. Mr. Thow has also obtained a Certificate of Legal Practice from the Legal Profession Qualifying Board of Malaysia in 2016, and he was admitted as an advocate and solicitor of the High Court of Malaya in 2018. See Wah “Sylvia” Chan is our Chief Financial Officer. Ms. See Wah “Sylvia” Chan, age 34, has been serving as the Deputy CFO of the Company since June 18, 2025. She is a qualified Chartered Accountant, a member of the Malaysian Institute of Accountants (MIA) and a fellow member of the Association of Chartered Certified Accountants (ACCA). Prior to joining the Company, she served as the Group Financial Controller of a public listed company. Kok Pin “Darren” Tan has been a Director since July 2024. Dr. Tan is qualified to serve on the Board due to his extensive entrepreneurial experience. From 2007 to January 2015, Dr. Tan served as the managing director of Ezytronic Sdn Bhd. In this role, he oversaw the company’s overall operations and strategic direction, focusing on growth, profitability, and alignment with business objectives. From June 2015 to July 2017, Dr. Tan was the chief operating officer of E-Gate Services Sdn Bhd. His responsibilities included managing day-to-day operations and ensuring company efficiency to meet organizational goals. From March 2020 to June 2024, Dr. Tan served as an advisor to our Company, providing valuable insights into our business affairs. Dr. Tan holds a Bachelor’s degree in building management from Sheffield Hallam University since 2006 and a Ph.D. in strategic financial management from Global University of Lifelong Learning. Dr. Tan is qualified to serve on the Board due to his extensive executive experience. Wei Ping Leong has been a Director since August 2024. He commenced his professional career with various established professional firms including KPMG. During his tenure with these professional firms, he specialized in statutory and internal auditing, as well as advisory work including initial and secondary offering, domestic and cross-border mergers and acquisitions. He was the founder of Sands Capital Sdn Bhd in 2012, specializing in audit and advisory work, where he oversaw every operation of the company, until 2013. He is also the Co-Founder of ZORIXchange, a crypto currency exchange platform, and he is responsible for increasing company revenue with professional strategies, developing new business opportunities and expanding brand influence. He holds directorships at several companies, including Director at WInvest Global Sdn Bhd since 2013, Executive Director at Asia Television Digital Media Limited since 2020 and Director at ATV News Southeast Asia since 2021. Mr. Leong holds a Bachelor Degree of Commerce in Accounting and Finance from Curtin University of Technology, Perth, Australia, and a Master Degree of Commerce in Accounting and Finance, from Macquarie University, Sydney, Australia. Mr. Leong is qualified to serve on the Board due to his extensive experience in international business operations. 56 Chan Meng Chun , from May 2022 to September 2022, was the Chief Financial Officer for Ikhasas Group of companies handling overall corporate finance including potential IPO, fund raising, banking, tax and accounts. From January 2022 to May 2022, he was the Head of Group Treasury for Sime Darby Plantation Bhd, a public listed company in palm oil upstream and downstream. At Sime Darby Mr. Chan Meng Chun managed group cashflow, including banking facilities, worked on group inter-company reconciliations, financial reports and budget and cashflow plans. From July 2020 to February 2021, Mr. Chan, Meng Chun served as Group Deputy CEO/Group Chief Financial Officer for Smart Glove Holding Sdn Bhd, a Malaysia company that manufactures and export gloves globally. At Smart Glove, Mr. Chan Meng Chun helped the company reorganize and prepare for a potential initial public offering, was involved with financial planning, analysis and treasury among other things. From November 2015 to June 2020 Mr. Chan Meng Chun served as Chief Financial Officer for TS Global Network Sdn Bhd, a member company of PT Telkom Indonesia. At TS Global, Mr. Chan Meng Chun completed restructuring and turnaround of cashflow, lead successful adoption of MFRS standards. Prior to this from April 2013 to November 2015, he was a Chief Financial Officer for a public listed company, Pasukhas Group Bhd. He was with Carimin Group of Companies from May 2000 to Aug 2012 before leaving as Group Financial Controller. Mr. Chan Meng Chun received his Advance Diploma in Accounting from Institute of Financial Accountants (United Kingdom) in 2007 and a Master’s Degree in Finance and Accounting from University of Wales in 2014. Mr Chan Meng Chun is a fellow member of the Institute of Public Accountants (Australia) and fellow member of the Institute of Financial Accountants (United Kingdom). Mr. Chan Meng Chun and the Company entered into an executive employment agreement dated as of September 26, 2025 (the “Agreement”), pursuant to which Mr. Chan Meng Chun was appointed as the executive director of the Company, effective as of September 26, 2025. Mr. 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 plan. 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. Wai Kuan Chan has been a Director since September 2024. Mr. Chan brings with him his expertise in sales and business development. He was a Sales Director of Skyway Motorsports Sdn Bhd from 2008 to 2009, where he spearheaded sales initiatives for high-performance and luxury vehicles as well as collaborated with marketing teams to design and launch promotional campaigns. From 2010 to 2012, he joined Naza Motor Sdn Bhd as their Sales Director, where he was responsible for directing sales operations for multiple automotive brands under the Naza Group and managed a large sales force across various regions in Malaysia. Mr. Chan then co-founded Lẻ-Hase Motor Sdn Bhd in 2012, where he oversaw all aspects of the business and developed business strategies and operational processes until 2014. In 2014, he joined Hap Seng Star Sdn Bhd as Sales Director, where he was tasked with leading sales strategies for luxury automotive brands, managed a team of sales professionals, developed and implemented customer relationship management strategies until 2018. Mr. Chan founded Casa Tropical Enterprise in 2018, which he is managing to the present day, with his responsibilities including overseeing product development, marketing strategies and international distribution channels, developing and implementing strategic business plans and managing key stakeholder relationships. Mr. Chan is qualified to serve on the Board due to his extensive expertise in driving market expansion and revenue growth. Our Board has responsibility for the oversight of our risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receiving regular reports from board committees and members of senior management to enable our Board to understand our risk identification, risk management, and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, cybersecurity, strategic, and reputational risk. 57 Board of Directors Our business and affairs are managed under the direction of our Board. Our Board consists of five directors, three of whom qualify as “independent” under the listing standards of Nasdaq. Directors serve until the next annual meeting and until their successors are elected and qualified. Officers are appointed to serve until their successors have been elected and qualified. Director Independence Our board of directors are composed of a majority of “independent directors” as defined under the rules of Nasdaq. We use the definition of “independence” applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is a person other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if: ● the director is, or at any time during the past three (3) years was, an employee of the company; ● the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of twelve (12) consecutive months within the three (3) years preceding the independence determination (subject to certain exemptions, including, among other things, compensation for board or board committee service); ● the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exemptions); ● the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three (3) years, any of the executive officers of the company served on the Remuneration Committee of such other entity; or ● the director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the past three (3) years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. Under such definitions, our Board has undertaken a review of the independence of each director. Based on information provided by each director concerning his background, employment and affiliations, our Board has determined that Kok Pin “Darren” Tan, Wei Ping Leong and Wai Kuan Chan are independent directors of the Company. Committees of the Board of Directors Our Board has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our Board is described below. Members serve on these committees until their resignation or until as otherwise determined by our Board. Audit Committee We have established an audit committee consisting of Kok Pin “Darren” Tan, Wei Ping Leong and Wai Kuan Chan. Wei Ping Leong is the Chairman of the audit committee. In addition, our Board has determined that Wei Ping Leong is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to: ● reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our annual disclosure report; ● discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; ● discussing with management major risk assessment and risk management policies; ● monitoring the independence of the independent auditor; 58 ● verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; ● reviewing and approving all related-party transactions; ● inquiring and discussing with management our compliance with applicable laws and regulations; ● pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; ● appointing or replacing the independent auditor; ● determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; ● establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and ● approving reimbursement of expenses incurred by our management team in identifying potential target businesses. The audit committee is composed exclusively of “independent directors” who are “financially literate” as defined under the Nasdaq listing standards. The Nasdaq listing standards define “financially literate” as being able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. In addition, the Company intends to certify to Nasdaq that the committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication. Compensation Committee We have established a compensation committee of the Board to consist of Kok Pin “Darren” Tan , Wei Ping Leong and Wai Kuan Chan, each of whom is an independent director. Wai Kuan Chan is Chairman of the compensation committee. Each member of our compensation committee is also a non-employee director, as defined under Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined pursuant to Section 162(m) of the Code. Joseph “Bobby” Banks is the chairman of the compensation committee. The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not limited to: ● reviewing, approving and determining, or recommending to our board of directors regarding, the compensation of our executive officers; ● administering our equity compensation plans; ● reviewing and approving, or recommending to our board of directors, regarding incentive compensation and equity compensation plans; and ● establishing and reviewing general policies relating to compensation and benefits of our employees. Nominating and Corporate Governance Committee We have established a nominating and corporate governance committee consisting of Kok Pin “Darren” Tan, Wei Ping Leong and Wai Kuan Chan. The nominating and corporate governance committee’s duties, which are specified in our Nominating and Corporate Governance Audit Committee Charter, include, but are not limited to: ● identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors; ● evaluating director performance on our board of directors and applicable committees of our board of directors and determining whether continued service on our board of directors is appropriate; ● evaluating nominations by stockholders of candidates for election to our board of directors; and ● corporate governance matters. 59 Code of Ethics Our Board plans to adopt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code. Family Relationships There are no family relationships among any of our directors or executive officers. Involvement in Certain Legal Proceedings None of our other directors, executive officers, significant employees or control persons have been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities (“Ten Percent Holders”) to file reports of beneficial ownership and changes in beneficial ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us, the following directors, executive officers and Ten Percent Holders did not comply with all Section 16(a) filing requirements during the fiscal year 2025 as follows: (i) our director, Chan Meng Chun, has yet to file his Form 3 and is planning to file his Form 3 as soon as reasonably practicable; and (ii) our recently appointed Chief Financial Officer, See Wah “Sylvia” Chan, has yet to file her Form 3 and is planning to file her Form 3 as soon as reasonably practicable . Item 11. Executive Compensation Summary Compensation Table The following table illustrates the compensation paid by the Company to its executive officers. The disclosure is provided for the fiscal years ended June 30, 2025 and 2024. We refer to these individuals as our “named executive officers.”: Name and Principal Position Fiscal Year Ended June 30, Salary (1) ($) Total ($) Chong Chan “Sam” Teo (2) 2025 $ - $ - Former Chief Executive Officer 2024 $ 46,022 $ 46,022 Su Chen “Chanell” Chuah (3) 2025 $ - $ - Former Chief Operating Officer 2024 $ 76,703 $ 76,703 Meng Chun “Michael” Chan (4) 2025 $ - $ - Former Chief Financial Officer 2024 $ 63,920 $ 63,920 Su Huay “Sue” Chuah (5) 2025 $ - $ - Former Chief Marketing Officer 2024 $ 30,681 $ 30,681 Chen Hoe “Samuel” Sam (6) 2025 $ - $ - Former Chief Technology Officer 2024 $ 3,643 $ 3,643 Carlson Thow 2025 $ 66,273 $ 66,273 Chief Executive Officer 2024 $ 4,454 $ 4,454 Sook Lee Chin (7) 2025 $ 49,091 $ 49,091 Chief Financial Officer 2024 $ 2,557 $ 2,557 Ching Loong “Henry” Chai 2025 $ - $ - Former Chief Operating Officer 2024 $ 710 $ 710 See Wah “Sylvia” Chan 2025 $ 1,871 $ 1,871 Chief Financial Officer 2024 $ - $ - (1) Salaries were paid in Malaysian Ringgits, U.S. dollar amounts are approximate. (2) Mr. Teo resigned as Chief Executive Officer on June 13, 2024. (3) Ms. Chuah resigned as Chief Operating Officer on June 21, 2024. (4) Mr. Chan resigned as Chief Financial Officer on June 14, 2024. (5) Ms. Chuah resigned as Chief Marketing Officer on June 21, 2024. (6) Mr. Sam resigned as Chief Technology Officer on November 1, 2023. (7) Ms. Sook Lee Chin resigned as Chief Financial Officer on July 1, 2025. None of our other executives earned compensation in excess of $100,000 in fiscal years ended June 30, 2025 or 2024 and therefore pursuant to Instruction 1 to Item 402(m)(2) of Regulation S-K, only the compensation for our principal executive officers is provided. 60 Employment Agreements. Thow Employment Agreement Carlson Thow, our Chief Executive Officer, and the Company entered into an Executive Employment Agreement dated as of January 1, 2025 (the “Thow Employment Agreement”), pursuant which Mr. Thow serves as our Chief Executive Officer. The term of the Thow Employment Agreement is indefinite. Mr. Thow is entitled to receive a basic monthly salary of RM 22,000 with a fixed monthly allowance of RM 800. In addition, Mr. Thow is entitled to a total of $120,000 worth of shares of common stock of the Company per year, issued on a monthly basis calculated by reference to the volume-weighted average price (VWAP) of the Company’s shares for the applicable month, subject to a six-month true-up mechanism. During the term of the Thow Employment Agreement, either party may terminate the Thow Employment Agreement by providing six (6) months’ written notice or salary in lieu of such notice. Upon termination of employment, Mr. Thow will be subject to a one-year non-solicitation period concerning the hiring of the Company’s employees and the solicitation of its clients. Chan Employment Agreement: See Wah “Sylvia” Chan, our Chief Financial Officer, and the Company entered into the Executive Employment Agreement dated as of June 30, 2025 (the “Chan Employment Agreement”), pursuant to which Ms. Chan was appointed as the Chief Financial Officer of the Company. Pursuant to which Ms. Chan was appointed as the Chief Financial Officer of the Company, effective as of July 1, 2025. Ms. Chan is entitled to receive a monthly remuneration of RM 19,000. In addition, Ms. Chan will be entitled to a total of $80,000 worth of shares of common stock of the Company on an annual basis, subject to applicable vesting schedules and other restrictions, in accordance with the Company’s equity compensation plan. During the term of the Appointment Letter Agreement, either party may terminate the Appointment Letter Agreement by providing three (3) months’ written notice or salary in lieu of such notice to the other party. Upon termination, Ms. Chan will be subject to a one-year non-solicitation period concerning the hiring of the Company’s employees and the solicitation of its clients, among other restrictions. Outstanding Equity Awards at June 30, 2025 During the fiscal year ended June 30, 2025, we did not grant any stock options. Director Compensation Table The following table illustrates the compensation paid by the Company to its directors. Only the independent directors are entitled to receive board compensation. The disclosure is provided for the fiscal year ended June 30, 2025. Name Salary per director ($) Total per director ($) Kok Pin “Darren” Tan $ 1,136 $ 12,500 Wei Ping Leong $ 1,136 $ 10,337 Wai Kuan Chan $ 1,136 $ 10,076 61 Item 12. Security ownership Certain Beneficial Owners and Management The table below sets forth information regarding the beneficial ownership of the common stock by (i) our directors and named executive officers; (ii) all the named executives and directors as a group and (iii) any other person or group that to our knowledge beneficially owns more than five percent of our outstanding shares of common stock. We have determined beneficial ownership in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Shares of common stock subject to options that are currently exercisable or exercisable within 60 days of September 25, 2024 are deemed to be outstanding and beneficially owned by the person holding the options. Shares issuable pursuant to stock options or warrants are deemed outstanding for computing the percentage ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below will have sole voting and investment power with respect to all shares of common stock that they will beneficially own, subject to applicable community property laws. The information contained in this table is as of October 14, 2025. At that date, 8,490,187 shares of our common stock were outstanding. Name and Address of Beneficial Owner (1) Title Common Stock Percent of Common Stock Officers and Directors Carlson Thow Chief Executive Officer and Executive Director - - See Wah “Sylvia” Chan Chief Financial Officer 13,018 0.15 % Kok Pin “Darren” Tan Director - - Wei Ping Leong Director - - Wai Kuan Chan Director - - Chan Meng Chun Executive Director 172,414 2.03 % Officers and Directors as a Group (total of 5 persons) 185,432 2.18 % 5%+ Stockholders * Less than 1%. (1) Unless otherwise indicated, the principal address of the named directors and directors and 5% stockholders of the Company is care of Treasure Global Inc., 276 5 th Avenue, Suite 704 #739, New York, New York 10001. Item 13. Certain Relationships and Related Party Transactions, and Director Independence Other than as disclosed below, and except for the regular salary and bonus payments made to our directors and officers in the ordinary course of business as described in “Item 11. Executive Compensation,” there have been no transactions since July 1, 2024, or any currently proposed transaction or series of similar transactions to which the Company was or is to be a party, in which the amount involved exceeds USD$120,000 and in which any current or former director or officer of the Company, any 5% or greater shareholder of the Company or any member of the immediate family of any such persons had or will have a direct or indirect material interest. 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. 62 Item 14. Principal Accounting Fees and Services Audit and Non-Audit Fees Effective July 3, 2023, WWC, P.C. (“WWC”) was served as the Company’s independent registered public accounting firm during the fiscal years ended June 30, 2025 and 2024. Audit services provided by WWC, P.C. for fiscal year ended June 30, 2025 and 2024 included the examination of the consolidated financial statements of the Company, and service related to period filing made with the SEC. Audit Fees WWC’s audit fee for the year ended June 30, 2025 and 2024 was $180,000. Audit Related Fees WWC’s audit related fee for the year ended June 30, 2025 and 2024 was$24,000 and $45,000, respectively. All Other Fees WWC’s all other fees relate to review of quarterly financial statements for the year ended June 30, 2025 and 2024 was $60,000. Tax Fees WWC’s tax fees for the year ended June 30, 2025 and 2024 was $0. The aggregate fees billed for the most recently completed fiscal year ended June 30, 2025 and 2024 for professional services rendered by the principal accountant for the audit of our annual financial statements included in this and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Fiscal Year Ended June 30, 2025 2024 Audit Fees $ 180,000 $ 180,000 Audit-Related Fees (1) 24,000 45,000 Tax Fees - - All Other Fees 60,000 60,000 Total $ 264,000 $ 285,000 (1) Fees incurred in conjunction with consents and service performed for various registration statements filed during the year ended June 30, 2025. Audit fees consist of fees related to professional services rendered in connection with the audit of our annual financial statements. All other fees relate to professional services rendered in connection with the review of the quarterly financial statements. Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants. These services may include audit services, audit-related services, tax services and other services. Under our Audit Committee’s policy, pre-approval is generally provided for particular services or categories of services, including planned services, project-based services and routine consultations. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. Our Audit Committee approved all services that our independent accountants provided to us for the 2024 fiscal year. 63 PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report: (1) The financial statements are filed as part of this Annual Report under “Item 8. Financial Statements and Supplementary Data.” (2) The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.” (3) The exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report. (b) Exhibits EXHIBIT INDEX Exhibit No. Description 3.1 Certificate of Incorporation of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 3.2 Bylaws of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 3.3 Amendment to Certificate of Incorporation of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 4.1 Form of Underwriter Warrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 4.2 Pre-Funded Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on December 1, 2023) 10.1 Form of Common Stock Securities Purchase Agreement (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.2 Form of Convertible Promissory Note issued pursuant to a Securities Purchase Agreement (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.3 Registration Rights Agreement dated February 28, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on March 1, 2023). 10.4 Investment Agreement dated November 1, 2020 between the Registrant and Space Capital Berhad (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.5 13.33% Convertible Redeemable Note issued by the Registrant on November 13, 2020 to Space Capital Behard in the principal amount of $2,123,600 (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.6 Collaboration Agreement dated March 21, 2022 between GEM Reward SDN BHD and TNG Digital SDN BHD (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 64 10.7 Business Partner Agreement dated February 8, 2022 between Public Bank and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.8 Agreement dated August 6, 2021 between iPay88 (M) Sdn. Bhd. and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.9 Partnership Agreement dated as of December 16, 2021 between Gem Reward Sdn Bhd and Digi Telecommunications Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.10 Collection Services Agreement dated as of August 11, 2021 between ATX Distribution Sdn Bhd and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.11 Service Provider Agreement effective January 1, 2022 between Coup Marketing Asia Pacific Sdn. Bhd. d/b/a Pay’s Gift and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.12 Reseller Agreement dated April 12, 2021 between MOL Accessportal Sdn. Bhd. d/b/a Razer Gold and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.13 Merchant Services Agreement dated August 17, 2021 between Morganfield’s and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.14 Merchant Services Agreement dated August 17, 2021 between The Alley and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.15 Merchant Services Agreement dated August 17, 2021 between Hui Lau Shan and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). 10.16 Employment Agreement dated June13, 2024 between Carlson Thow and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on June 14, 2024) 10.17 Employment Agreement dated June 20, 2024 between Chai Ching “Henry” Loong and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on June 25, 2024) 10.18 Executive Employment Agreement dated June 14, 2024 between Sook Lee Chin and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on June 17, 2024) 10.19 Agreement dated as of October 5, 2023, by and between the Company and YA II PN, Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on October 12, 2023) 10.20 Common Stock Securities Purchase Agreement dated February 28, 2023, between the Registrant and YA II PN Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on October 12, 2023) 10.21 Form of Convertible Promissory Note issued pursuant to the Securities Purchase Agreement (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-271872), originally filed on May 12, 2023). 10.22 License and Service Agreement dated as of October 12, 2023, by and between the Company and AI Lab Martech Sdn. Bhd.(Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 18, 2023). 10.23 Letter Offer dated as of August 2, 2023, issued by CIMB Bank Berhad to the Registrant (Incorporated by reference to the Exhibit 10.23 of Company’s Annual Report on Form 10-K (File No. 001-41476), filed on September 28, 2023). 10.24 Underwriting Agreement dated as of November 28, 2023, by and between Treasure Global Inc and EF Hutton LLC (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on December 1, 2023) 10.25 Letter Agreement dated November 28, 2023 from Yorkville Advisors Global, L.P. to Treasure Global Inc (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on December 4, 2023) 10.26 Software Development Agreement dated as of December 19, 2023, by and between the Company and VT Smart Venture Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on December 21, 2023). 10.27 Software Purchase Agreement dated as of March 12, 2024, by and between the Company and Myviko Holding Sdn. Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on March 15, 2024). 10.28 Software Purchase Agreement dated as of April 8, 2024, by and between the Company and MYUP Solution Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on April 8, 2024). 10.29 Share Sale and Purchase Agreement dated as of May 24, 2024, by and between the Company, Jeffrey Goh Sim Ik and Koo Siew Leng (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on May 28, 2024). 10.30 Software Purchase Agreement dated as of May 27, 2024, by and between the Company and Falcon Gateway Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on May 30, 2024). 65 10.31 Partnership Agreement between Treasure Global Inc and Credilab Sdn. Bhd. dated September 20, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on September 20, 2024). 10.32 Form of Purchase Warrant Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 11, 2024). 10.33 Purchase Agreement by and between the Company and Alumni Capital LP dated October 10, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 11, 2024). 10.34 Service Partnership Agreement by and between the Company and Octagram Investment Limited dated October 10, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 11, 2024). 10.35 Supplemental Letter Dated October 28, 2024 to The Partnership Agreement Dated September 20, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 30, 2024). 10.36 Service Agreement Dated October 29, 2024 Between Treasure Global Inc and V Gallant SDN BHD (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on November 1, 2024). 10.37 Subscription Agreement by and among the Company and the Investors dated November 27, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on November 27, 2024). 10.38 Share Purchase Agreement Dated February 11, 2025 between VWXYZ Venture Sdn. Bhd. and with Amystic Commerce Sdn. Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on February 18, 2025). 10.39 Supplemental Letter agreement between Treasure Global Inc and V Gallant SDN BHD dated March 24, 2025 Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on March 28, 2025). 10.40 Sale and Purchase Agreement Dated July 30, 2025 Between Treasure Global Inc and I Synergy Group Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on August 14, 2025). 10.41 Subscription Agreement Dated October 7, 2025 by and among Treasure Global Inc, Chuah Su Chen and Chan Meng Chun (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 7, 2025). 21.1 List of Subsidiaries of the Company (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022.). 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1# Executive Compensation Clawback Policy effective November 29, 2023 101 Interactive Data Files 101.INS (Filed herewith) 101.SCH XBRL Instance Document (Filed herewith) 101.CAL XBRL Calculation Linkbase Document (Filed herewith) 101.DEF XBRL Definition Linkbase Document (Filed herewith) 101.LAB XBRL Label Linkbase Document (Filed herewith) 101.PRE XBRL Presentation Linkbase Document (Filed herewith) 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. # Indicates management or compensation plan or arrangement Item 16. Form 10-K Summary The Company has elected not to include summary information. 66 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: October 16, 2025 TREASURE GLOBAL INC. By: /s/ Carlson Thow Carlson Thow Chief Executive Officer POWER OF ATTORNEY Each individual person whose signature appears below hereby appoints Carlson Thow as attorney-in-fact with full power of substitution, severally, to execute in the name and on behalf of each such person, individually and in each capacity stated below, one or more amendments to this annual report which amendments may make such changes in the report as the attorney-in-fact acting in the premises deems appropriate, to file any such amendment to the report with the SEC, and to take all other actions either of them deem necessary or advisable to enable the Company to comply with the rules, regulations and requirements of the SEC. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Signature Title Date /s/ Carlson Thow Chief Executive Officer and Executive Director October 16, 2025 Carlson Thow (Principal Executive Officer) /s/ See Wah “Sylvia” Chan Chief Financial Officer October 16, 2025 See Wah “Sylvia” Chan (Principal Financial and Accounting Officer) /s/ Kok Pin “Darren” Tan Director October 16, 2025 Kok Pin “Darren” Tan /s/ Wei Ping Leong Director October 16, 2025 Wei Ping Leong /s/ Wai Kuan Chan Director October 16, 2025 Wai Kuan Chan /s/ Chan Meng Chun Director October 16, 2025 Chan Meng Chun 67