UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~DECEMBER 3031, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM_________ to________

COMMISSION FILE NUMBER 001-4147

Treasure Global Inc

(Exact name of registrant as specified in its charter)

Delaware		36-4965082
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

276 5th Avenue, Suite 704 #739, New York, New York 10001		+6012 643 7688
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		TGL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of ~~November~~February 1423, ~~2025~~2026, the registrant had a total of 161,~~962~~675,~~004~~725 shares of its common stock, par value $0.00001 per share, issued and outstanding.

INDEX

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Unaudited Condensed Consolidated Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Unaudited Condensed Consolidated Statements of Change in Stockholders’ Equity (Deficiency)	3
	Unaudited Condensed Consolidated Statements of Change in Stockholders’ Equity	3
	Unaudited Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3640
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5057
Item 4.	Controls and Procedures	5057
PART II. OTHER INFORMATION		5158
Item 1.	Legal Proceedings	5158
Item 1A.	Risk Factors	5158
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5158
Item 3.	Defaults Upon Senior Securities	5159
Item 4.	Mine Safety Disclosures	5159
Item 5.	Other Information	5159
Item 6.	Exhibits	5259
SIGNATURES		5360

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

●

Our ability to effectively operate our business segments;

●

Our ability to manage our research, development, expansion, growth and operating expenses;

●

Our ability to evaluate and measure our business, prospects and performance metrics;

●

Our ability to compete, directly and indirectly, and succeed in our highly competitive industry;

●

Our ability to respond and adapt to changes in technology and customer behavior; and

●

Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

TREASURE GLOBAL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollar, except for the number of shares)

	As of			As of
	September 30,			June 30,
	December 31,			June 30,
	2025			2025
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	15,~~250~~452,~~478~~456		$	236,895
Accounts receivable, net		1778,~~445,140~~519			1,592,901
Inventories, net		21,140			13,184
Inventories		136,416			13,184
Other receivables and other current assets, net		110,~~288~~303,~~133~~787			3,361,862
Other receivable, related party		1314,~~730~~656			13,723
Prepayments		~~303~~308,~~175~~365			304,771
Total current assets		416,~~321~~994,~~796~~199			5,523,336
OTHER ASSETS
NON-CURRENT ASSETS
Property and equipment, net		~~735~~1,~~663~~007,195			109,539
Intangible assets, net		~~3,044,877~~-			3,044,877
Operating lease right-of-use assets		~~102~~93,~~379~~657			114,375
Other receivables and other assets, non-current, net		86,~~389~~134,~~981~~719			6,081,021
Total other assets		127,~~272~~235,~~900~~571			9,349,812
TOTAL ASSETS	$	1624,~~594~~229,~~696~~770		$	14,873,148
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Related party loan	$	~~4,344~~-		$	5,134
Insurance loan		~~23,423~~-			40,490
Accounts payable		2037,~~008~~382			19,997
Contract liability		14,~~394~~688			872
Other payables and accrued liabilities		3,~~298~~561,~~029~~583			3,444,929
Other payables, related parties		494			494
Operating lease liabilities		5350,~~259~~525			36,606
Income tax payables		~~121~~221,255			120,000
Total current liabilities		3,~~522~~875,~~206~~927			3,668,522
NON-CURRENT LIABILITIES
Derivative liabilities		12,~~037~~349,~~695~~273			383,886
Operating lease liabilities -non current		6248,~~087~~637			77,007
Total non-current liabilities		12,~~099~~397,~~782~~910			460,893
TOTAL LIABILITIES		46,~~621~~273,~~988~~837			4,129,415
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS’ EQUITY
Common stock, par value $0.00001; 600,000,000 shares authorized, 7,745,359 and 4,149,405 shares issued and outstanding as of September 30, 2025 and June 30, 2025, respectively*		77			41
Common stock, par value $0.00001; 600,000,000 shares authorized, 1,675,725, and 207,470 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively*		18			41
Additional paid-in capital		7584,~~370~~418,~~104~~213			72,023,252
Accumulated deficit		(6366,~~541~~651,~~466~~329	)		(61,407,562	)
Accumulated other comprehensive income		~~143~~189,~~993~~031			128,002
TOTAL STOCKHOLDERS’ EQUITY		1117,~~972~~955,~~708~~933			10,743,733
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1624,~~594~~229,~~696~~770		$	14,873,148

* Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025, and 1-for-20 reverse stock split effected on December 5, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TREASURE GLOBAL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in U.S. dollar, except for the number of shares)

	For the Three Months Ended September 30,
	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	2025			2024			2025			2024
REVENUES	$	~~182~~1,~~527~~080,992		$	~~207~~301,~~371~~898			1,263,519		$	509,269
COST OF REVENUES		(~~181~~1,~~241~~080,085	)		(3577,~~199~~947	)		(1,261,326	)		(113,146	)
GROSS PROFIT		~~1,286~~907			~~172~~223,~~172~~951			2,193			396,123
SELLING		(2024,~~872~~673	)		(7739,~~746~~670	)		(45,545	)		(117,416	)
GENERAL AND ADMINISTRATIVE		(~~842~~3,~~921~~787,988	)		(~~788~~774,~~894~~151	)		(4,630,909	)		(1,563,045	)
RESEARCH AND DEVELOPMENT		(777,973	)		(47,209	)
LONG-LIVE ASSETS IMPAIRMENT		(3,044,877	)		-			(3,044,877	)		-
STOCK-BASED COMPENSATION		(100,000	)		(70,000	)
RESEARCH AND DEVELOPMENT		(24,671	)		(33,136	)		(802,644	)		(80,345	)
TOTAL OPERATING EXPENSES		(1,741,766	)		(983,849	)
STOCK-BASED COMPENSATION		(787,227	)		(70,000	)		(887,227	)		(140,000	)
LOSS FROM OPERATIONS		(1,740,480	)		(811,677	)
TOTAL OPERATING EXPENSES		(7,669,436	)		(916,957	)		(9,411,202	)		(1,900,806	)
OTHER (EXPENSE) INCOME
LOSS FROM OPERATIONS		(7,668,529	)		(693,006	)		(9,409,009	)		(1,504,683	)
Other income, net		23,425			1,379
OTHER (EXPENSE) INCOME
Interest expense		(676	)		(1,511	)
Other income, net		26,035			10,799			49,460			12,178
Unrealized holding loss on marketable securities		-			(127,507	)
Interest expense		(282	)		(857	)		(958	)		(2,368	)
Change in fair value of derivative liabilities		(416,173	)		-
Unrealized holding income on marketable securities		-			460,172			-			332,665
TOTAL OTHER EXPENSE, NET		(393,424	)		(127,639	)
Change in fair value of derivative liabilities		4,632,913			-			4,216,740			-
LOSS BEFORE INCOME TAXES		(2,133,904	)		(939,316	)
TOTAL OTHER INCOME, NET		4,658,666			470,114			4,265,242			342,475
PROVISION FOR INCOME TAXES		-			(11,391	)
LOSS BEFORE INCOME TAXES		(3,009,863	)		(222,892	)		(5,143,767	)		(1,162,208	)
NET LOSS		(2,133,904	)		(950,707	)
PROVISION FOR INCOME TAXES		(100,000	)		(9,440	)		(100,000	)		(20,831	)
OTHER COMPREHENSIVE INCOME (LOSS)
NET LOSS		(3,109,863	)		(232,332	)		(5,243,767	)		(1,183,039	)
Foreign currency translation adjustments		15,991			(59,145	)
OTHER COMPREHENSIVE INCOME (LOSS)
COMPREHENSIVE LOSS	$	(2,117,913	)	$	(1,009,852	)
Foreign currency translation adjustments		45,038			(41,819	)		61,029			(100,964	)
LOSS PER SHARE
COMPREHENSIVE LOSS	$	(3,064,825	)		(274,151	)		(5,182,738	)	$	(1,284,003	)
Basic and diluted*	$	(0.38	)	$	(17.62	)
LOSS PER SHARE
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted*	$	(3.47	)		(11.32	)		(8.88	)	$	(101.92	)
Basic and diluted*		5,681,968			53,954
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted*		895,444			20,518			590,356			11,608

** Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025, and 1-for-20 reverse stock split effected on December 5, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TREASURE GLOBAL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

(Expressed in U.S. dollar, except for the number of shares)

											~~ACCUMULATED~~			ACCUMULATED
	COMMON STOCK				ADDITIONAL						~~OTHER~~			~~TOTAL~~OTHER			TOTAL
	Number of shares		Par value		PAID IN CAPITAL			~~ACCUMULATED~~SUBSCRIPTION ~~DEFICIT~~RECEIVABLES			~~COMPREHENSIVE~~ACCUMULATED ~~INCOME~~DEFICIT			~~STOCKHOLDERS’~~COMPREHENSIVE ~~EQUITY~~INCOME			STOCKHOLDERS’ EQUITY
Balance as of June 30, 2025		4207,~~149,405~~470	$	412	$	72,023,~~252~~291		$	~~(61,407,562~~-	)	$	~~128~~(61,~~002~~407,562	)	$	10128,~~743,733~~002		$	10,743,733
Net loss		-		-		-			~~(2,133,904~~-	)		-(2,133,904	)		~~(2,133,904~~-	)		(2,133,904	)
Issuance of common stock and warrant under share purchase agreement		3175,~~505,000~~250		352		3,484,~~489~~522			-			-			~~3,484,524~~-			3,484,524
Fair value of warrants allocated to derivative liabilities		-		-		(237,636	)		-			-			~~(237,636~~-	)		(237,636	)
Employee and non-employee stock base compensation		904,~~954~~548		1-		99100,~~999~~000			-			-			~~100,000~~-			100,000
Foreign currency translation adjustments		-		-		-			-			~~15,991~~-			15,991			15,991
Balance as of September 30, 2025 (Unaudited)		7387,~~745,359~~268	$	774	$	75,370,~~104~~177		$	~~(63,541,466~~-	)	$	~~143~~(63,~~993~~541,466	)	$	11143,~~972,708~~993			11,972,708
Net loss		-		-		-			-			(3,109,863	)		-			(3,109,863	)
Issuance of common stock and warrant under share purchase agreement		311,522		3		3,603,591			-			-			-			3,603,594
Fair value of warrants allocated to derivative liabilities		-		-		(10,559,476	)		-			-			-			(10,559,476	)
Fair value of derivative liabilties upon exercise of warrants		-		-		4,614,985			-			-			-			4,614,985
Exercise of warrants into common stock		150,000		2		1,357,575			-			-			-			1,357,577
Cashless exercise of warrants into common stock		149,323		1		(1	)		-			-			-			-
Issuance of common stock under direct offering		250,000		3		2,159,997			-			-			-			2,160,000
Issuance of common stock under private placement		17,242		-		400,000			-			-			-			400,000
Issuance of common stock upon vesting of restricted stock		58,127		1		(1	)		-			-			-			-
Stock-based compensation		-		-		601,370			-			-			-			601,370
Issuance of common stock for prepaid consulting fee		171,570		2		2,999,998			-			-			-			3,000,000
Issuance of common stock for acquiring intangible assets		180,657		2		3,869,998			-			-			-			3,870,000
Rounding due to reversed stock split		16		-		-			-			-			-			-
Foreign currency translation adjustments		-				-			-			-			45,038			45,038
Balance as of December 31, 2025 (Unaudited)		1,675,725	$	18	$	84,418,213		$	-		$	(66,651,329	)	$	189,031		$	17,955,933

										~~ACCUMULATED~~			ACCUMULATED
	COMMON STOCK*				ADDITIONAL					~~OTHER~~			~~TOTAL~~OTHER			TOTAL
	Number of shares		Par value		PAID IN CAPITAL		~~ACCUMULATED~~SUBSCRIPTION ~~DEFICIT~~RECEIVABLES			~~COMPREHENSIVE~~ACCUMULATED ~~INCOME~~DEFICIT			~~STOCKHOLDERS’~~COMPREHENSIVE ~~EQUITY~~INCOME			STOCKHOLDERS’ EQUITY
Balance as of June 30, 2024		331,~~432~~672	$	-	$	41,171,844	$	~~(38,030,074~~-	)	$	~~238~~(38,~~963~~030,074	)	$	3238,~~380,733~~963		$	3,380,733
Net loss		-		-		-		~~(950,707~~-	)		-(950,707	)		~~(950,707~~-	)		(950,707	)
Issuance of common stock at the market offering, net of issuance costs		311,~~667~~582		-		2,457,390		-			-			~~2,457,390~~-			2,457,390
Issuance of common stock for software development		402,000		-		1,380,000		-			-			~~1,380,000~~-			1,380,000
Employee stock compensation		-		-		70,000		-			-			~~70,000~~-			70,000
Foreign currency translation adjustments		-		-		-		-			~~(59,145~~-	)		(59,145	)		(59,145	)
Balance as of September 30, 2024 (Unaudited)		~~105~~5,~~099~~254	$	-	$	45,079,234	$	~~(38,980,781~~-	)	$	~~179~~(38,~~818~~980,781	)	$	6179,~~278,271~~818			6,278,271
Net loss		-		-		-		-			(232,332	)		-			(232,332	)
Issuance of common stock for share purchase agreement		8,559		-		2,043,942		(515,921	)		-			-			1,528,021
Issuance of common stock for subscription agreement		3,567		-		1,177,000		(1,177,000	)		-			-			-
Issuance of common stock for software development		15,440		-		10,800,000		-			-			-			10,800,000
Issuance of common stock for employee stock base compensation		42		-		-		-			-			-			-
Employee stock base compensation		-		-		70,000		-			-			-			70,000
Foreign currency translation adjustments		-		-		-		-			-			(41,819	)		(41,819	)
Balance as of December 31, 2024 (Unaudited)		32,862	$	-	$	59,170,176	$	(1,692,921	)	$	(39,213,113	)	$	137,999		$	18,402,141

** Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025, and 1-for-20 reverse stock split effected on December 5, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TREASURE GLOBAL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollar, except for the number of shares)

	For the Three Months Ended September 30,
	For the Six Months Ended December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(25,~~133~~243,~~904~~767	)	$	(~~950~~1,~~707~~183,039	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		21105,~~362~~389			2149,~~284~~168
Amortization of intangible assets		-			~~302~~480,~~802~~823
Amortization of operating right-of-use assets		1224,~~012~~226			918,~~086~~394
Allowance for credit losses		-2,028,408			~~(940~~90,479	)
Stock-based compensation		100,000			70,000
Long-live assets impairment		3,044,877			-
Change in fair value of derivative liabilities		416,173			-
Loss from disposal of equipment		6,794			-
Unrealized holding loss on marketable securities		-			127,507
Stock-based compensation		887,227			140,000
Change in fair value of derivative liabilities		(4,216,740	)		-
Unrealized holding loss on marketable securities		-			(332,665	)
Change in operating assets and liabilities
Accounts receivable		~~147~~124,~~708~~229			(35263,~~784~~795	)
Inventories		(7,917	)		8,595
Account receivable, a related party		-			-
Other receivables and other assets		(174,982	)		(450,287	)
Inventories		(118,866	)		15,281
Prepayments		1,762			33,457
Other receivables and other assets		(1,395,097	)		(492,184	)
Accounts payable		-			(805	)
Other receivable, a related party		(405	)		-
Customer deposits		-			(70,442	)
Prepayments		7,610			84,516
Contract liability		520			(6,643	)
Accounts payable		16,110			(5,708	)
Other payables and accrued liabilities		(146,925	)		(33,577	)
Customer deposits		-			(70,974	)
Operating lease liabilities		1,661			131
Contract liability		3,664			(16,396	)
Income tax payables		1,255			4
Other payables and accrued liabilities		(88,345	)		(78,029	)
Net cash used in operating activities		(1,761,275	)		(976,319	)
Operating lease liabilities		(18,129	)		(18,394	)
Income tax payables		101,255			5
Net cash used in operating activities		(4,731,560	)		(1,582,518	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(~~644~~977,~~874~~540	)		-(2,746	)
Prepayment of purchase consideration for business combination		(6,~~608~~663	)		-
Collaboration deposit		(53,310	)		(12,~~487~~190,~~372~~715	)
Net cash used in investing activities		(~~704~~1,~~792~~037,513	)		(12,~~487~~193,~~372~~461	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock in market offering		-			2,457,390
Proceeds from Issuance of common stock and warrant under share purchase agreement		37,~~484~~088,~~524~~118			-1,528,021
Proceed from insurance loan		(17,067	)		-
Proceeds from exercise of warrants into common stock		1,357,577			-
Principal payments of insurance loan		-			(18,960	)
Proceeds from direct offering		2,500,000			-
Payments of related party loan		(790	)		(1,159	)
Payments of offering costs		(340,000	)		-
Net cash provided by financing activities		3,466,667			2,437,271
Proceeds from private placement		400,000			-
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS		12,983			(101,032	)
Proceed from insurance loan		(40,490	)		-
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,013,583			(127,452	)
Principal payments of insurance loan		-			(38,371	)
CASH AND CASH EQUIVALENTS, beginning of year		236,895			200,013
Payments of related party loan		(5,159	)		(2,356	)
CASH AND CASH EQUIVALENTS, end of year	$	1,250,478		$	72,561
Net cash provided by financing activities		10,960,046			3,944,684
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS		24,588			(110,140	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,215,561			58,565
CASH AND CASH EQUIVALENTS, beginning of period		236,895			200,013
CASH AND CASH EQUIVALENTS, end of period	$	5,452,456		$	258,578
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-81,200		$	920,~~440~~831
Interest paid	$	~~676~~2,119		$	3,~~020~~426
SUPPLEMENTAL NON-CASH FLOWS INFORMATION
Issuance of common stock for software development	$	-		$	1,380,000
Issuance of common stock for acquiring intangible assets	$	3,870,000		$	12,180,000
Allocation of fair value of derivative liabilities for issuance of common stock	$	237,636		$	-
Issuance of common stock for prepaid consulting fee	$	3,000,000		$	-
Issuance of warrant in connection with the share purchase agreement	$			$	204,394
Subscription receivable from issuance of common stock for subscription agreement and share purchase agreement	$	-		$	1,692,921
Allocation of fair value of derivative liabilities for issuance of common stock	$	10,797,112		$	-
Fair value of derivative liabilities upon exercise of warrants	$	4,503,599		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Nature of business and organization

Treasure Global Inc. (“TGL” or the “Company”) is a holding company incorporated on March 20, 2020, under the laws of the State of Delaware. The Company has no substantive operations other than holding all of the outstanding shares of TADAA Technologies Sdn. Bhd (“TADAA Technologies”), (formerly known as ZCity Sdn. Bhd, and Gem Reward Sdn. Bhd, underwent a name change on July 31, 2025 and July 20, 2023, respectively). TADAA Technologies was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

On March 11, 2021, TGL completed a reverse recapitalization (“Reorganization”) under common control of its then existing stockholders, who collectively owned all of the equity interests of TADAA TECHNOLOGIES prior to the Reorganization through a Share Swap Agreement. TADAA TECHNOLOGIES is under common control of the same stockholders of TGL through a beneficial ownership agreement, which results in the consolidation of TADAA TECHNOLOGIES and has been accounted for as a Reorganization of entities under common control at carrying value. Before and after the Reorganization, the Company, together with its subsidiaries is effectively controlled by the same stockholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5.

The Company, through its wholly owned subsidiary, TADAA TECHNOLOGIES, engages in the payment processing industry and operate an online-to-offline (“O2O”) e-commerce platform known as “ZCITY”. The Company has extensive business interests in creating an innovative O2O e-commerce platform with an instant rebate and affiliate cashback program business model, focusing on providing a seamless payment solution and capitalizing on big data using artificial intelligence technology. The Company’s proprietary product is an internet application (or “app”) called “ZCITY App”. ZCITY App drives user app download and transactions by providing instant rebate and cashback. The Company aims to transform and simplify a user’s e-payment gateway experience by providing great deals, rewards and promotions with every use in an effort to make it Malaysia’s top reward and payment gateway platform.

During the year ended June 30, 2025, the Company launched a new revenue stream by providing customized software development services. This business line is part of the Company’s broader efforts to explore new growth opportunities and strengthen its capabilities in the technology and digital services sector.

The accompanying unaudited condensed consolidated financial statements reflect the activities of TGL and each of the following entities.

Name	Background		Ownership
TADAA Technologies Sdn. Bhd (formerly known as ZCity Sdn Bhd and Gem Reward Sdn. Bhd.) (“TADAA Technologies”)	● ● ●	A Malaysian company Incorporated in June 2017 Operated O2O e-commerce platform known as ZCITY	100% owned by TGL
TADAA Ventures Sdn. Bhd (formerly known as VWXYZ Venture Sdn. Bhd underwent a name change on July 29, 2025.) (“TADAA Ventures”) (1)	● ● ●	A Malaysian company Incorporated in July 2024 Holding company	100% owned by TGL
Bowlcrafted Sdn. Bhd. (“Bowlcrafted”)(2)	● ●	A Malaysian company Incorporated in September 2025	100% owned by TADAA Ventures
TADAA Capital Sdn. Bhd (“TADAA Capital”) (3)	● ●	A Malaysian company Incorporated in August 2025	100% owned by TGL

(1) TADAA Ventures is a holding company incorporated in July 2024, under the laws of Malaysia. As of ~~September~~December 3031, 2025, TADAA Ventures has no substantive operations.

5(2) Bowlcrafted is a food and beverage company incorporated in September 2025, under the laws of Malaysia. As of December 31, 2025, Bowlcrafted has no substantive operations.

~~TREASURE~~(3) ~~GLOBAL~~TADAA ~~INC~~Capital ~~AND~~is ~~SUBSIDIARIES~~a holding company incorporated in August 2025, under the laws of Malaysia. As of December 31, 2025, TADAA Capital has no substantive operations.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~5

~~Note~~TREASURE GLOBAL ~~2 –~~INC ~~Summary~~AND ~~of significant accounting policies~~SUBSIDIARIES

~~Going~~NOTES TO ~~concern~~THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~In assessing the Company’s liquidity and~~Note ~~the~~2 – ~~significant~~Summary doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company has financed its operations primarily through cash flows from contributions from stockholders, issuance of ~~convertible~~significant ~~notes from~~accounting ~~third parties and related parties, related party loans, and various of public offerings.~~policies

~~The Company’s management has considered~~Going ~~whether there is substantial doubt about its ability to continue as a going~~ concern due to: (1) recurring loss from operations of approximately $1.7 million for the three months ended September 30, 2025; (2) accumulated deficit of approximately $63.5 million as of September 30, 2025; and (3) net operating cash outflow of approximately $1.8 million for the three months ended September 30, 2025.

OnIn ~~March~~assessing ~~22, 2024,~~ the Company’s ~~and~~liquidity ~~H.C. Wainwright&~~and ~~Co., LLC, (~~the ~~“Manager”)~~significant ~~entered~~doubt ~~into~~about aits ~~marketing~~ability ~~offering agreement (“Marketing Offering Agreement”). Pursuant~~ to ~~the~~continue ~~Marketing~~as ~~Offering~~a ~~Agreement~~going concern, the Company ~~intends~~monitors ~~to issue~~ and ~~sell~~analyzes ~~through~~cash oron tohand ~~the~~and ~~Manager,~~operating asexpenditure commitments. ~~sales~~The ~~agent~~Company’s ~~and~~liquidity /needs orare ~~principal from time~~ to ~~time~~meet ofworking ~~the~~capital ~~Company’s~~requirements ~~common~~and ~~stock~~operating atexpense ~~the Market Offering~~obligations. AsTo ofdate, the ~~September~~Company ~~30,~~has ~~2025,~~financed ~~the~~its ~~Company~~operations ~~received~~primarily anthrough ~~aggregated net~~cash ~~proceed~~flows offrom ~~approximately~~contributions ~~$2.9~~from ~~million~~stockholders, ~~net~~issuance of ~~broker~~convertible ~~fee~~ notes from ~~issuance~~third ofparties ~~common~~and ~~stock~~related ~~which~~parties, ~~sell~~related ~~through~~party orloans, toand ~~the~~various ~~Manager~~public offerings.

OnThe ~~October 10, 2024, the~~ Company’s ~~entered~~management ~~into~~has considered awhether ~~Share~~there ~~Purchase~~is ~~Agreement~~substantial ~~(the~~doubt ~~“Purchase~~about ~~Agreement”)~~its ~~with~~ability ~~Alumni~~to ~~Capital~~continue LPas ~~(“Alumni Capital”),~~ a ~~Delaware~~going ~~limited partnership~~concern ~~which~~due ~~was~~to: ~~subsequently amended by the modification agreement~~ (~~“Modification Agreement”~~1) onrecurring ~~January~~loss ~~21,~~from ~~2025.~~operations ~~Pursuant~~of approximately to$9.4 ~~the~~million ~~Purchase~~for ~~Agreement,~~ the ~~Company~~six ~~has~~months ~~the~~ended ~~right~~December 31, ~~but~~2025; ~~not~~(2) ~~the~~accumulated ~~obligation~~deficit ~~to cause Alumni Capital to purchase up to $50,000,000~~ of ~~the~~ ~~Company’s~~approximately ~~common stock, par value~~ $066.~~00001~~7 ~~(the~~million ~~“Commitment~~as ~~Amount”), at certain purchase price during the period beginning on the execution date~~ of ~~the~~December ~~Purchase~~31, ~~Agreement~~ 2025; and ~~ending on the earlier of~~ (i3) ~~the~~net ~~date~~operating oncash ~~which~~outflow ~~Alumni~~of ~~Capital~~approximately ~~has purchased~~ $~~50,000,000~~4.7 ofmillion ~~the~~for ~~Company’s common stock pursuant to~~ the ~~Purchase~~six ~~Agreement~~months orended ~~(ii)~~ December 31, 2025. As of September 30, 2025, Alumni Capital has purchased aggregated total of 6,668,680 shares of the Company’s common stock, while the Company received an aggregated net proceed of approximately $15.2 million.

On March ~~November 27~~22, 2024, the Company ~~entered~~and ~~into a~~H.C. ~~subscription~~Wainwright& ~~agreement~~Co., LLC, (the “~~Subscription Agreement~~Manager”) ~~with~~entered ~~certain~~into ~~investors~~a ~~(the~~marketing offering agreement (“~~Investors~~Marketing Offering Agreement”). Pursuant to the ~~Subscription~~Marketing Offering Agreement, the ~~Investors~~Company ~~agreed~~intends to ~~invest~~issue anand ~~aggregate~~sell ~~amount~~through or ofto $1the Manager,~~177,000~~ ~~(the~~as ~~“Investment~~sales ~~Amount”)~~agent ~~into the~~and ~~Company~~/ ~~for~~or ~~71,333~~principal ~~shares~~from time to time of the Company’s common stock (at the ~~“Offered~~Market ~~Shares”), par value $0~~Offering.~~00001~~ ~~at a negotiated~~As ~~purchase~~of ~~price~~December of31, ~~$16.5~~2025, (the ~~“Offering”).~~Company Asreceived ofan ~~the~~aggregated ~~date~~net proceed of ~~the~~approximately ~~issuance~~$2.9 million, net of ~~these~~broker ~~unaudited~~fee ~~condensed~~from ~~consolidated~~issuance ~~financial~~of ~~statements,~~common ~~the~~stock ~~Company~~which ~~has~~sell ~~received~~through ~~aggregate~~or ~~net~~to ~~proceed~~the ~~of $1,177,000~~Manager.

~~Despite~~On October ~~receiving~~10, 2024, the ~~net~~Company ~~proceeds~~entered ~~from~~into a Share Purchase Agreement (the ~~various~~“Purchase Agreement”) with Alumni Capital LP (“Alumni ~~offerings~~Capital”), ~~the~~a ~~Company’s~~Delaware ~~management~~limited ispartnership ofwhich was subsequently amended by the ~~opinion~~modification ~~that~~agreement it(“Modification ~~will~~Agreement”) on ~~not~~January ~~have~~21, ~~sufficient~~2025. ~~funds~~Pursuant to ~~meet~~the Purchase Agreement, the Company’s ~~working capital~~has ~~requirements~~the ~~and~~right, ~~debt~~but ~~obligations~~not asthe ~~they~~obligation ~~become~~to ~~due~~cause ~~starting~~Alumni ~~from~~Capital ~~one~~to purchase ~~year~~up ~~from~~to $50,000,000 of the ~~date~~Company’s ofcommon ~~this~~stock, ~~report~~par ~~due~~value to$0.00001 (the ~~recurring loss.~~“Commitment ~~Therefore~~Amount”), ~~management~~at ~~has~~certain purchase ~~determined~~price ~~that~~during ~~there~~the isperiod abeginning ~~significant~~on ~~doubt~~the ~~about~~execution ~~its~~date ~~ability~~of tothe ~~continue~~Purchase asAgreement aand ~~going~~ending ~~concern.~~on Ifthe earlier of (i) the date ~~Company~~on iswhich ~~unable~~Alumni toCapital ~~generate~~has ~~significant~~purchased ~~revenue~~$50,000,000 itof ~~may~~the beCompany’s ~~required~~common stock pursuant to ~~curtail~~the Purchase Agreement or ~~cease~~(ii) ~~its~~December 31, ~~operations~~2025. ~~Management~~As isof ~~trying~~December to31, ~~alleviate~~2025, Alumni Capital has purchased aggregated total of 644,956 shares of the Company’s common stock, while the ~~going~~Company ~~concern~~received ~~risk~~an ~~through~~aggregated ~~the~~net ~~following~~proceed ~~sources:~~of approximately $18.8 million.

●On November ~~Equity~~27, ~~financing~~2024, the Company entered into a subscription agreement (the “Subscription Agreement”) with certain investors (the “Investors”). Pursuant to ~~support~~the ~~its~~Subscription ~~working~~Agreement, ~~capital;~~the Investors agreed to invest an aggregate amount of $1,177,000 (the “Investment Amount”) into the Company for 3,567 shares of the Company’s common stock (the “Offered Shares”), par value $0.00001 at a negotiated purchase price of $330 (the “Offering”). As of the date of the issuance of these unaudited condensed consolidated financial statements, the Company has received aggregate net proceed of $1,177,000.

~~There~~On October 7, ~~however~~2025, isthe noCompany ~~guarantee~~entered ~~that~~into a subscription agreement (the ~~substantial~~“Agreement”) with two investors for the purchase ~~doubt~~of ~~about~~17,249 shares of the Company’s ~~ability~~common tostock ~~continue~~for asaggregate acash ~~going~~consideration ~~concern~~of ~~will be alleviated~~$400,000.

6On December 12, 2025, the Company closed a registered direct offering with certain institutional investors for the purchase and sale of 250,000 shares of its common stock, resulting in net proceeds of $2,160,000, after deducting offering-related costs of $340,000.

~~TREASURE GLOBAL INC AND SUBSIDIARIES~~6

~~NOTES~~TREASURE GLOBAL TOINC ~~THE~~AND ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~SUBSIDIARIES

~~Basis~~NOTES TO ofTHE ~~presentation~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~Despite receiving ~~accompanying~~the ~~unaudited~~net ~~condensed~~proceeds ~~consolidated financial~~from ~~statements~~the ofvarious offerings, the Company’s ~~has~~management ~~been~~is ~~prepared~~of inthe ~~accordance~~opinion ~~with~~that ~~accounting~~it ~~principles~~will ~~generally~~not ~~accepted~~have ~~in the United States~~sufficient offunds ~~America~~to ~~(“U.S.~~meet ~~GAAP”)~~the ~~and~~Company’s ~~pursuant~~working tocapital ~~the~~requirements ~~rules~~ and ~~regulations~~debt ofobligations ~~the~~as ~~SEC~~they ~~and~~become ~~pursuant~~due tostarting ~~Regulation~~from ~~S-X.~~one ~~Certain~~year ~~information~~from the ~~and~~date ~~footnote~~of ~~disclosures,~~this ~~which~~report ~~are~~due ~~normally~~to ~~included~~the inrecurring ~~annual~~loss. ~~financial~~Therefore, ~~statements~~management ~~prepared~~has indetermined ~~accordance~~that ~~with~~there ~~U.S.~~is ~~GAAP,~~a ~~have~~significant ~~been omitted~~doubt ~~pursuant~~about its ability to ~~those~~continue ~~rules~~as ~~and~~a ~~regulations~~going concern. ~~The~~If ~~unaudited~~the ~~condensed~~Company ~~financial~~is ~~information~~unable ~~should~~to begenerate ~~read~~significant inrevenue, ~~conjunction~~it ~~with~~may ~~the audited~~be ~~financial~~required ~~statements~~to ~~and~~curtail ~~the~~or ~~notes~~cease ~~thereto,~~its operations. ~~included~~Management inis ~~the~~trying ~~Form~~to ~~10-K~~alleviate ~~for~~ the ~~fiscal~~going ~~year~~concern ~~ended~~risk ~~June~~through ~~30,~~the ~~2025.~~following sources:

In● ~~the~~Equity ~~opinion~~financing ~~of management, all adjustments (including normal recurring adjustments) necessary~~ to ~~present~~support ~~a fair statement of the Company’s unaudited financial position as of September 30, 2025,~~ its ~~unaudited~~working results of operations for the three months ended September 30, 2025 and 2024, and its unaudited cash flows for the three months ended September 30, 2025 and 2024, as applicable, have been made. The unaudited results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.capital;

~~Principles~~There, however, ofis ~~consolidation~~no guarantee that the substantial doubt about the Company’s ability to continue as a going concern will be alleviated.

~~The unaudited condensed consolidated financial~~Basis ~~statements include the accounts~~ of ~~the Company and include the assets, liabilities, revenues and expenses of the subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation.~~presentation

~~Subsidiary~~The accompanying isunaudited ~~entity~~condensed inconsolidated ~~which~~financial statements of the Company, ~~directly or~~has ~~indirectly,~~been ~~controls~~prepared ~~more~~in ~~than~~accordance ~~one~~with ~~half~~accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the ~~voting~~rules ~~power;~~and orregulations ~~has~~of the ~~power~~SEC and pursuant to ~~govern~~Regulation ~~the~~S-X. ~~financial~~Certain information and ~~operating~~footnote ~~policies~~disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to ~~appoint~~those rules and regulations. The unaudited condensed financial information orshould ~~remove~~be ~~the~~read ~~majority~~in ofconjunction with the ~~members~~audited offinancial ~~the~~statements ~~board~~and ofthe ~~directors~~notes thereto, orincluded toin ~~cast~~the aForm ~~majority~~10-K offor ~~votes~~the atfiscal ~~the~~year ended ~~meeting~~June of30, ~~directors~~2025.

~~Enterprise-wide~~In the ~~disclosure~~opinion of management, all adjustments (including normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited financial position as of December 31, 2025, its unaudited results of operations for the three and six months ended December 31, 2025 and 2024, and its unaudited cash flows for the six months ended December 31, 2025 and 2024, as applicable, have been made. The unaudited results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

~~The Company’s Chief Operating Decision Makers~~Principles ~~(CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on consolidated basis. This information is accompanied by a breakdown~~ of revenues from different revenue streams, facilitating resource allocation and financial performance evaluation. The reporting of operating segments aligns with the internal reports provided to the CODM, a group composed of specific members of the Company’s management team.consolidation

~~During~~The unaudited ~~the~~condensed ~~year~~consolidated ~~ended~~financial ~~June~~statements ~~30,~~include ~~2025,~~ the ~~Company introduced~~accounts aof ~~new revenue stream through customized software development services. As a result,~~ the Company and ~~operates~~include ~~through~~the ~~two~~assets, ~~reportable segments:~~liabilities, ~~(i) payment processing~~ revenues and ~~e-commerce~~expenses ~~operation~~of inthe ~~its~~subsidiaries. ~~ZCITY~~All ~~platform,~~inter-company accounts and ~~(ii)~~transactions ~~customized~~have ~~software~~been ~~development~~eliminated asin ~~of September 30, 2025~~consolidation.

~~Use~~Subsidiary is entity in which the Company, directly or indirectly, controls more than one half of ~~estimates~~the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our unaudited condensed consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue and customized software development revenue, useful lives of property and equipment, impairment of longEnterprise-~~lived assets, allowance for credit loss, write-down for estimated obsolescence or unmarketable inventories,~~wide realization of deferred tax assets and uncertain tax position, fair value of the stock-based compensation, fair value of the marketable securities, and fair value of the warrants issued. Actual results could differ from these estimates.disclosure

7The Company’s Chief Operating Decision Makers (CODM), which include the Chief Executive Officer and their direct reports, review financial information presented on consolidated basis. This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and financial performance evaluation. The reporting of operating segments aligns with the internal reports provided to the CODM, a group composed of specific members of the Company’s management team.

~~TREASURE~~During the ~~GLOBAL~~year ~~INC~~ended ~~AND~~June ~~SUBSIDIARIES~~30, 2025, the Company introduced a new revenue stream through customized software development services. As a result, the Company operates through two reportable segments: (i) payment processing and e-commerce operation in its ZCITY platform, and (ii) customized software development as of December 31, 2025.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL~~Use ~~STATEMENTS~~of estimates

~~Foreign~~The preparation ~~currency~~of ~~translation~~these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and ~~transaction~~assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our unaudited condensed consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue and customized software development revenue, useful lives of property and equipment, impairment of long-lived assets, allowance for credit loss, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of the stock-based compensation, fair value of the marketable securities, and fair value of the warrants issued. Actual results could differ from these estimates.

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the unaudited condensed consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets.7

~~Translation of foreign currencies into US$1 have~~TREASURE ~~been~~GLOBAL ~~made~~INC atAND ~~the following exchange rates for the respective periods:~~SUBSIDIARIES

	As of
	September 30, 2025		June 30, 2025
Period-average MYR: US$1 exchange rate		4.21		4.21

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	For the three months ended September 30,
	2025		2024
Period-average MYR: US$1 exchange rate		4.22		4.46

Foreign currency translation and transaction

~~Cash~~Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the unaudited condensed consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the unaudited condensed consolidated statements of cash ~~equivalents~~flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets.

~~Cash is carried at cost and represent cash on~~Translation ~~hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity~~ of ~~three months~~foreign orcurrencies ~~less.~~into ~~Cash~~US$1 ~~equivalents~~have ~~consist~~been ofmade ~~funds received from customer, which funds were held~~ at the ~~third-party~~following ~~platform’s~~exchange ~~fund account,~~rates ~~and which are unrestricted and immediately available~~ for ~~withdrawal~~the ~~and~~respective ~~use.~~periods:

Accounts receivable, net

	As of
	December 31, 2025		June 30, 2025
Period-average MYR: US$1 exchange rate		4.06		4.21

Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from sales of software development, and sales of health care product on its ZCITY platform. The carrying value of accounts receivable is reduced by an allowance for credit losses that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for credit losses is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance for credit losses when it is considered necessary. Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of September 30, 2025 and June 30, 2025, the Company recorded $9,927, and $9,924 of allowance for credit loss, respectively.

	For the six months ended December 31,
	2025		2024
Period-average MYR: US$1 exchange rate		4.19		4.42

8Cash and cash equivalents

~~TREASURE~~Cash is ~~GLOBAL~~carried ~~INC~~at ~~AND~~cost ~~SUBSIDIARIES~~and represents cash on hand, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. Cash equivalents consist of funds received from customers, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL~~Accounts ~~STATEMENTS~~receivable, net

~~Inventories~~Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from sales of software development, and sales of health care products on its ZCITY platform. The carrying value of accounts receivable is reduced by an allowance for credit losses that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for credit losses is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance for credit losses when it is considered necessary. Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of December 31, 2025 and June 30, 2025, the Company recorded $705,089, and $9,924 of allowance for credit loss, respectively.

Inventories are stated at the lower of cost or net realizable value, cost being determined on a first in first out method. Costs include gift card or “E-voucher” pin code which are purchased from the Company’s suppliers as merchandized goods or store credit. Costs also included health care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. For the three months ended September 30, 2025 and 2024, no write-downs for estimated obsolescence or unmarketable inventories were recorded.8

~~Other~~TREASURE GLOBAL ~~receivables~~INC ~~and~~AND ~~other current assets, net~~SUBSIDIARIES

~~Other receivables and other current assets consist~~NOTES ofTO ~~refundable~~THE ~~collaboration~~UNAUDITED ~~deposit~~CONSOLIDATED ~~related~~FINANCIAL to the partnership agreement with Credilab Sdn. Bhd. In addition, other receivables and other current assets also include prepayment made by the Company to third parties for software development, cyber security service, director& officer liability insurance (“D&O Insurance), refundable advance to third party service provider, deposit for investment and other deposits.STATEMENTS

Starting from July 1, 2023, the Company adopted ASC Topic 326 on its other receivables using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new accounting guidance, the Company measures credit losses on its other receivables using the current expected credit loss model under ASC 326. As of September 30, 2025 and June 30, 2025, the Company provided allowance for credit loss of $1,078,475 and $1,078,353, respectively.Inventories

~~Prepayment~~Inventories are stated at the lower cost or net realizable value, cost being determined on a first in first out method. Costs include gift card or “E-voucher” pin code which are purchased from the Company’s suppliers as merchandized goods or store credit. Costs also included health care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. For the three and six months ended December 31, 2025 and 2024, no write-downs for estimated obsolescence or unmarketable inventories were recorded.

~~Prepayments and deposits are mainly cash deposited~~Other orreceivables ~~advanced to suppliers for future inventory purchases. This amount is refundable~~ and ~~bears~~other nocurrent ~~interest. For any prepayments determined by management that such advances will not be in receipts of inventories~~assets, services, or refundable, the Company will recognize an allowance account to reserve such balances. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of September 30, 2025 and June 30, 2025, the Company did not record allowance for doubtful account against prepayment.net

~~Property~~Other receivables and ~~equipment~~other current assets consist of refundable collaboration deposit related to the partnership agreement with Credilab Sdn. Bhd. In addition, ~~net~~other receivables and other current assets also include prepayment made by the Company to third parties for software development, consulting service, cyber security service, director& officer liability insurance (“D&O Insurance), refundable advance to third party service provider, deposit for investment and other deposits.

~~Property~~Starting ~~and~~from ~~equipment~~July ~~are~~1, ~~stated~~2023, atthe ~~cost~~Company ~~less~~adopted ~~accumulated~~ASC ~~depreciation~~Topic 326 on its other receivables using the modified retrospective approach. ~~Depreciation~~The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is ~~computed~~based ~~using~~on the ~~straight-line~~expected ~~method~~losses ~~over~~rather than incurred losses. Under the new ~~estimated~~accounting ~~useful~~guidance, ~~lives~~the ofCompany measures credit losses on its other receivables using the ~~assets~~current ~~with~~expected nocredit loss model under ~~residual~~ASC ~~value~~326. ~~The~~ ~~estimated~~As ~~useful~~of ~~lives~~December ~~are~~31, as2025 ~~follows:~~and June 30, 2025, the Company provided allowance for credit loss of $2,423,937 and $1,078,353, respectively.

		Expected useful lives
Computer and office equipment		5 years
Furniture and fixtures		3-5 years
Motor vehicles		5 years
Leasehold improvement		3 years

Prepayment

~~The cost~~ Prepayments and ~~related~~deposits ~~accumulated~~are ~~depreciation of~~mainly ~~assets~~cash ~~sold~~deposited or ~~otherwise~~advanced ~~retired~~to ~~are~~suppliers ~~eliminated~~for ~~from~~future ~~the~~inventory ~~accounts~~purchases. This amount is refundable and bears no interest. For any ~~gain~~prepayments ordetermined ~~loss~~by ismanagement ~~included~~that such advances will not be in ~~the~~receipts ~~unaudited~~of ~~condensed~~inventories, ~~consolidated~~services, or refundable, ~~statements~~the ofCompany ~~operations~~will ~~and~~recognize ~~comprehensive~~an ~~loss~~allowance account to reserve such balances. ~~Expenditures~~Management ~~for~~reviews ~~maintenance~~its ~~and~~prepayments ~~repairs~~on ~~are~~a ~~charged~~regular basis to ~~earnings~~determine if asthe ~~incurred,~~allowance ~~while~~is ~~additions, renewals~~adequate and ~~betterments,~~adjusts ~~which~~the allowance when necessary. Delinquent account balances are ~~expected~~written-off toagainst ~~extend~~allowance for ~~the~~doubtful ~~useful~~accounts ~~life~~after management has determined that the likelihood of ~~assets,~~collection ~~are~~is ~~capitalized~~not probable. The Company’s ~~also~~management continues ~~re-evaluates~~to evaluate the ~~periods~~ reasonableness of ~~depreciation~~the tovaluation ~~determine~~allowance ~~whether~~policy ~~subsequent~~and ~~events~~update it if necessary. As of December 31, 2025 and ~~circumstances~~June 30, ~~warrant~~2025, the ~~revised~~Company ~~estimates~~did ofnot ~~useful~~record ~~lives~~allowance for doubtful account against prepayment.

9Property and equipment, net

~~TREASURE~~Property and ~~GLOBAL~~equipment ~~INC~~are ~~AND~~stated ~~SUBSIDIARIES~~at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value. The estimated useful lives are as follows:

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

		Expected useful lives
Computer and office equipment		5 years
Furniture and fixtures		3-5 years
Leasehold improvement		3 years

~~Intangible assets, net~~9

~~The Company’s acquired intangible assets~~TREASURE ~~with~~GLOBAL ~~definite~~INC ~~useful~~AND lives only consist of internal used software. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its internal use software with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated economic lives, which is determined to be approximately one to five years. As of September 30, 2025 and June 30, 2025, the Company recorded $19,517,303 impairment of intangible assets.SUBSIDIARIES

~~Impairment~~NOTES TO ~~for~~THE ~~long-lived~~UNAUDITED ~~assets~~CONSOLIDATED FINANCIAL STATEMENTS

~~Long-lived~~The cost ~~assets,~~and ~~including~~related ~~property~~accumulated ~~and~~depreciation ~~equipment, and~~of ~~intangible~~ assets ~~with~~sold ~~finite~~or ~~lives~~otherwise retired are ~~reviewed~~eliminated ~~for~~from ~~impairment~~the ~~whenever~~accounts ~~events~~and orany ~~changes~~gain inor ~~circumstances~~loss ~~(such as a significant~~is ~~adverse~~included ~~change~~in ~~to market conditions that will impact~~ the ~~future~~unaudited ~~use~~condensed ofconsolidated ~~the~~statements ~~assets) indicate that the carrying value~~ of anoperations ~~asset~~and ~~may~~comprehensive ~~not be recoverable~~loss. ~~The~~Expenditures ~~Company~~for ~~assesses~~maintenance ~~the~~and ~~recoverability~~repairs are ofcharged ~~the~~to ~~assets~~earnings ~~based~~as onincurred, ~~the~~while ~~undiscounted~~additions, ~~future~~renewals ~~cash~~and ~~flows~~betterments, ~~the~~which ~~assets~~ are expected to ~~generate and recognize an impairment loss when estimated undiscounted future cash flows expected~~ to ~~result~~extend ~~from~~ the ~~use~~useful oflife ~~the asset plus net proceeds expected from disposition~~ of ~~the asset~~assets, ~~if any,~~ are ~~less than the carrying value of the asset~~capitalized. IfThe ~~an impairment is identified, the~~ Company ~~would~~also ~~reduce~~re-evaluates the ~~carrying~~periods ~~amount~~ of ~~the~~depreciation ~~asset~~ to ~~its~~determine ~~estimated~~whether ~~fair~~subsequent ~~value~~events ~~based~~and oncircumstances ~~a discounted cash flows approach or, when~~warrant ~~available~~revised ~~and~~estimates ~~appropriate, to comparable market values. As~~ of ~~September~~useful ~~30, 2025 and June 30, 2025, $19,517,303 impairment of long-lived assets was recognized~~lives.

~~Investment in marketable~~Intangible ~~securities~~assets, net

~~Investments~~The inCompany’s ~~marketable securities,~~acquired ~~net,~~intangible ~~consist~~assets with ofdefinite ~~investments~~useful inlives ~~listed~~only ~~shares,~~consist ~~which~~of ~~are~~internal ~~listed~~used ~~on Nasdaq~~software. ~~Marketable~~The ~~securities~~Company ~~are~~amortizes ~~accounted~~its ~~for~~intangible ~~under~~assets ~~ASC 321 and reported at their readily determinable fair values as quoted by market exchanges~~ with ~~changes~~definite inuseful ~~fair value recorded in other (expense)~~lives ~~income~~over intheir ~~the~~estimated ~~unaudited~~useful ~~condensed~~lives ~~consolidated~~and ~~statements~~reviews ofthese ~~operations~~assets ~~and~~for ~~comprehensive loss~~impairment. ~~All~~The ~~changes~~Company intypically aamortizes ~~marketable~~its ~~security’s fair~~internal ~~value~~use ~~are~~software ~~reported~~with definite inuseful ~~earnings~~lives ason ~~they~~a ~~occur,~~straight-line asbasis ~~such,~~over the ~~sale~~shorter of athe ~~marketable~~contractual ~~security~~terms ~~does~~or ~~not~~the ~~necessarily~~estimated ~~give~~economic ~~rise~~lives, towhich ais ~~significant~~determined ~~gain~~to orbe ~~loss.~~approximately ~~Unrealized~~one ~~gains/(losses) due~~ to ~~fluctuations~~five inyears. ~~fair~~As ~~value~~of ~~are~~December ~~recorded~~31, in2025 ~~the unaudited condensed consolidated statements of operations~~ and ~~comprehensive~~June ~~loss.~~30, ~~Declines~~2025, inthe ~~fair~~Company ~~value~~recorded ~~below~~$22,562,180 ~~cost~~and ~~deemed~~$19,517,303 ~~to be other-than-temporary are recognized as impairments~~impairment ~~in the unaudited condensed consolidated statements~~ of ~~comprehensive~~intangible ~~loss~~assets.

~~Derivative~~Impairment for ~~liabilities~~long-lived assets

ALong-lived ~~contract~~assets, isincluding ~~designated~~property asand anequipment, and ~~asset~~intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a ~~liability~~significant ~~and~~adverse ischange ~~carried~~to atmarket ~~fair~~conditions ~~value~~that onwill impact the ~~Company’s~~future ~~balance~~use ~~sheet,~~of ~~with~~the ~~any~~assets) ~~changes~~indicate inthat ~~fair~~the carrying value ~~recorded~~of inan ~~the~~asset ~~Company’s~~may ~~results~~not ofbe ~~operations~~recoverable. The Company ~~then~~assesses ~~determines~~the ~~which~~recoverability ~~options,~~of ~~warrants~~the ~~and~~assets ~~embedded~~based ~~features~~on ~~require~~the ~~liability~~undiscounted ~~accounting~~future ~~and~~cash ~~records~~flows the assets are expected ~~fair~~to ~~value~~generate asand arecognize ~~derivative~~an ~~liability.~~impairment ~~The~~loss ~~changes~~when inestimated undiscounted future cash flows expected to result from the ~~values~~use of ~~these~~the ~~instruments~~asset plus net proceeds expected from disposition of the asset, if any, are ~~shown~~less inthan the ~~unaudited~~carrying ~~condensed~~value ~~consolidated~~of the asset. If an impairment is identified, ~~statements~~the ofCompany ~~operations~~would ~~and~~reduce ~~comprehensive~~the ~~loss~~carrying asamount ~~“change~~of inthe asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of ~~derivative~~December ~~liabilities”~~31, 2025 and June 30, 2025, $22,562,180 and $19,517,303 impairment of long-lived assets was recognized, respectively.

~~Warrants~~Investment in marketable securities

~~The~~Investments in ~~Company~~marketable ~~accounts~~securities, ~~for~~net, ~~warrants~~consist asof ~~either~~investments ~~equity or~~in ~~liability~~listed ~~instruments~~shares, inwhich ~~accordance~~are ~~with~~listed ~~ASC~~on ~~480,~~Nasdaq. ~~Distinguishing~~Marketable ~~Liabilities~~securities ~~from~~are ~~Equity,~~accounted for ~~and~~under ASC 321 ~~815,~~and ~~Derivatives~~reported ~~and~~at ~~Hedging,~~their ~~based~~readily determinable fair values as quoted by market exchanges with changes in fair value onrecorded in other (expense) income in the ~~specific~~unaudited ~~terms~~condensed ~~and~~consolidated ~~conditions~~statements of ~~each~~operations ~~warrant.~~and ~~Warrants~~comprehensive ~~that~~loss. ~~meet~~All ~~all~~changes in ~~criteria~~a ~~for~~marketable ~~equity~~security’s ~~classification~~fair value are ~~recorded~~reported in ~~equity at~~earnings ~~issuance~~as ~~with~~they nooccur, ~~subsequent~~as ~~remeasurement.~~such, ~~Warrants~~the ~~that~~sale doof a marketable security does not necessarily ~~meet~~give ~~the~~rise ~~equity~~to ~~classification~~a ~~requirements~~significant ~~are~~gain ~~classified~~or asloss. ~~liabilities and~~Unrealized ~~measured~~gains/(losses) atdue to fluctuations in fair value, ~~with~~are ~~changes~~recorded in the unaudited condensed consolidated statements of operations and comprehensive loss. Declines in fair value below cost deemed to be other-than-temporary are recognized inas ~~earnings.~~impairments ~~The~~in ~~classification~~the isunaudited ~~reassessed~~condensed atconsolidated ~~each~~statements ~~reporting~~of ~~period~~comprehensive loss.

10Derivative liabilities

~~TREASURE~~A contract ~~GLOBAL~~is ~~INC~~designated ~~AND~~as ~~SUBSIDIARIES~~an asset or a liability and is carried at fair value on the Company’s balance sheet, with any changes in fair value recorded in the Company’s results of operations. The Company then determines which options, warrants and embedded features require liability accounting and records the fair value as a derivative liability. The changes in the values of these instruments are shown in the unaudited condensed consolidated statements of operations and comprehensive loss as “change in fair value of derivative liabilities”.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Warrants

~~Revenue~~The Company ~~recognition~~accounts for warrants as either equity or liability instruments in accordance with ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging, based on the specific terms and conditions of each warrant. Warrants that meet all criteria for equity classification are recorded in equity at issuance with no subsequent remeasurement. Warrants that do not meet the equity classification requirements are classified as liabilities and measured at fair value, with changes in fair value recognized in earnings. The classification is reassessed at each reporting period.

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.10

~~To achieve that core principle, the Company applies~~TREASURE ~~five-step~~GLOBAL ~~model~~INC toAND recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.SUBSIDIARIES

~~The Company accounts for a contract with a customer~~NOTES ~~when~~TO ~~the~~THE ~~contract~~UNAUDITED isCONSOLIDATED ~~committed~~FINANCIAL ~~in writing, the rights of the parties, including payment terms, are identified, the contract has commercial substance and consideration is probable of substantially collection.~~STATEMENTS

Revenue ~~recognition policies for each type of~~ ~~revenue stream are as follows:~~recognition

~~Product~~The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.

To achieve that core principle, the Company applies five-step ~~Performance~~model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations ~~satisfied~~in atthe contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a ~~point~~significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in ~~time~~the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The ~~Company primarily sells discounted gift cards~~ ~~(or E-vouchers) from retailers, health care products and computer products through individual order directly through the~~ Company~~’s online~~ ~~marketplace platform and its mobile application (“ZCITY”). When the Company is acting as a principal in the transaction, the Company~~ accounts for ~~the~~a ~~revenue~~contract ~~generated~~with ~~from its sales of E-vouchers, health care products, and computer products on~~ a ~~gross~~customer ~~basis as~~when the ~~Company~~contract is ~~responsible~~committed ~~for~~in ~~fulfilling the promise to provide the specified goods~~writing, ~~which~~ the ~~Company~~rights ~~has control~~ of the ~~goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination~~parties, ~~the~~including ~~Company assesses~~payment ~~whether it is primarily obligated in these transactions~~terms, isare ~~subject to inventory risk~~identified, ~~has~~the ~~latitude~~contract ~~in establishing prices, or~~ has ~~met several~~commercial ~~but~~substance not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases and ~~pays~~consideration for in full the applicable E-voucher, health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace platform and prior to taking any orders for sales of such products. Meanwhile, the Company maintained an average daily inventory of approximately $0.1 million to support an average 8 days of sales during the three months ended September 30, 2025, which demonstrate the Company had control over the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after the Company purchased the products from vendors. In addition, the Company cannot return the products to the vendors due to lack of sales which demonstrated that the Company is ~~subject~~probable ~~to inventory risk, and it has discretion in establishing the price~~ of ~~the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain~~ substantially ~~all~~ ~~of the remaining benefits~~collection.

~~In certain instances, the Company is acting as~~Revenue anrecognition ~~agent~~policies ~~in the transaction and is engaging in drop shipping arrangements~~ for ~~health~~each ~~care,~~type ~~where~~of ~~the~~revenue ~~products were~~stream ~~shipped~~are ~~directly from the vendors to the customers. In these drop shipping transactions, the Company was not primarily responsible for fulfilling the promise to deliver the products to the customers, and~~ as a result, did not exercise control over the goods or assume any inventory risks. Therefore, the Company determined that revenue from sales of products under the drop shipping arrangements were recognized on a net basis.follows:

11Product revenue

~~TREASURE~~- ~~GLOBAL~~Performance ~~INC~~obligations ~~AND~~satisfied ~~SUBSIDIARIES~~at a point in time

~~NOTES~~The TOCompany ~~THE~~primarily ~~UNAUDITED~~sells ~~CONSOLIDATED~~discounted ~~FINANCIAL~~gift cards ~~STATEMENTS~~(or E-vouchers) from retailers, health care products and computer products through individual order directly through the Company’s online marketplace platform and its mobile application (“ZCITY”). When the Company is acting as a principal in the transaction, the Company accounts for the revenue generated from its sales of E-vouchers, health care products, and computer products on a gross basis as the Company is responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable E-voucher, health care products and computer products from the vendors prior to posting of such products for sale on its online marketplace platform and prior to taking any orders for sales of such products. Meanwhile, the Company maintained an average daily inventory of $57,301 to support an average 3.8 days of sales during the six months ended December 31, 2025, which demonstrate the Company had control over the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after the Company purchased the products from vendors. In addition, the Company cannot return the products to the vendors due to lack of sales which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing the price of the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits.

~~The~~In certain ~~Company~~instances, ~~recognizes~~ the ~~sales~~Company ~~of E-vouchers,~~is ~~health~~acting ~~care~~as ~~products,~~an ~~and~~agent ~~computer~~in ~~products~~the ~~revenue~~transaction ~~when~~and ~~the~~is ~~control~~engaging ofin ~~the~~drop ~~specified goods~~shipping isarrangements ~~transferred~~for tohealth ~~its~~care, where ~~customer.~~the Noproducts ~~refund~~were orshipped ~~return~~directly ~~policy~~from isthe ~~provided~~vendors to the ~~customer~~customers. ~~Payment~~In isthese ~~received~~drop ~~before~~shipping transactions, the ~~goods are~~Company ~~delivered~~was tonot primarily ~~customers,~~responsible asfor ~~such~~fulfilling nothe ~~financing~~promise ~~component~~to ~~has~~deliver ~~been~~the ~~recognized~~products asto the ~~payment~~customers, ~~terms~~and ~~are~~as ~~for~~a ~~reasons~~result, ~~other~~did ~~than financing.~~not ~~The~~exercise ~~products~~control over ~~are~~the ~~sold~~goods ~~without~~or assume any ~~warranty~~inventory ~~provided~~risks. ~~For~~Therefore, the ~~three~~Company ~~months~~determined ~~ended~~that ~~September~~revenue ~~30,~~from ~~2025~~sales ~~and 2024, approximately $1,000 and $21,000~~ of ~~product~~products ~~revenues~~under ~~are~~the ~~related~~drop toshipping arrangements ~~non-spending~~were ~~related~~recognized ~~activities~~on ~~with~~a ~~the~~net ~~same amount recorded as selling expenses, respectively~~basis.

~~Loyalty program~~11

-TREASURE GLOBAL ~~Performance~~INC ~~obligations~~AND ~~satisfied at a point in time~~SUBSIDIARIES

~~The Company’s ZCITY reward loyalty~~NOTES ~~program~~TO ~~allows~~THE ~~members~~UNAUDITED toCONSOLIDATED ~~earn~~FINANCIAL points on purchases that can be redeemed for rewards that include discounts on future purchases. When members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company allocate the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling prices and expected point redemption. The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration.STATEMENTS

The Company ~~two~~recognizes ~~primary~~the ~~estimates~~sales ~~utilized~~of toE-vouchers, ~~record~~health ~~the contract~~care ~~liabilities~~products, ~~for~~and ~~reward~~computer ~~points~~products ~~earned~~revenue bywhen ~~members are~~ the ~~estimated~~control ~~retail~~of ~~price~~the ~~per~~specified ~~point~~goods is ~~and~~transferred ~~estimated~~to ~~breakage~~its customer. ~~The~~No ~~estimated retail~~refund ~~price~~or ~~per~~return ~~point~~policy is ~~based~~provided onto the ~~actual~~customer. ~~historical~~Payment ~~retail~~is ~~prices~~received ofbefore ~~product~~the ~~purchased~~goods orare ~~service~~delivered to ~~obtained~~customers, ~~through~~as ~~the~~such ~~redemption of~~no ~~reward~~financing ~~points.~~component ~~The~~has ~~Company~~been ~~estimate~~recognized ~~breakage~~as ofthe ~~reward~~payment ~~points~~terms ~~based~~are onfor ~~historical~~reasons ~~redemption~~other ~~rates~~than financing. The ~~Company~~products are ~~continually~~sold ~~evaluates its~~without ~~methodology~~any ~~and~~warranty ~~assumptions~~provided. ~~based~~For onthe ~~developments~~three inand ~~retail~~six ~~price~~months ~~per~~ended ~~point~~December ~~redeemed~~31, ~~redemption~~2025, ~~patterns~~approximately $328 and ~~other~~$1328 ~~factors.~~of ~~Changes~~product inrevenues ~~the~~are ~~retail~~related ~~price~~to ~~per~~non-spending ~~point~~related ~~and~~activities ~~redemption~~with ~~rates~~the ~~have~~same ~~the~~amount ~~effect~~recorded ofas ~~either~~selling ~~increasing~~expenses, orrespectively. ~~decreasing~~For the ~~contract liabilities through~~three ~~current~~and ~~period~~six ~~revenue~~months byended anDecember ~~amount~~31, ~~estimated~~2024, toapproximately ~~represent~~$9,000 ~~the~~and ~~retail~~$30,000 ~~value~~ of ~~all~~product ~~points~~revenues ~~previously~~are ~~earned~~related ~~but~~to ~~not~~non-spending ~~yet~~related ~~redeemed by loyalty~~activities ~~program~~with ~~members~~the assame ofamount ~~the~~recorded ~~end~~as ofselling ~~the~~expenses, ~~reporting period~~respectively.

~~Transactions revenue~~Loyalty program

-	Performance obligations satisfied at a point in time

The Company’s ZCITY reward ~~transactions~~loyalty ~~revenues~~program ~~primarily~~allows ~~consist~~members ~~of fees~~to ~~charged~~earn topoints ~~merchants~~on purchases that can be redeemed for ~~participating~~rewards inthat include discounts on future purchases. When members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY ~~upon~~, ~~successful~~the ~~sales~~Company allocate the transaction ~~and~~price ~~payment~~between the product and service, ~~taken~~and ~~place~~the ~~between~~reward points earned based on the ~~merchants~~relative stand-alone selling prices and ~~their~~expected ~~customers~~point ~~online~~redemption. The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration.

The two ~~Company~~primary ~~earns~~estimates ~~transaction~~utilized ~~revenue~~to ~~from~~record ~~merchants when~~the ~~transactions~~contract ~~are~~liabilities ~~completed~~for onreward ~~certain~~points earned by members are the estimated retail ~~marketplaces.~~price per ~~Such~~point ~~revenue~~and isestimated ~~generally~~breakage. ~~determined~~The asestimated aretail ~~percentage~~price per point is based on the ~~value~~ actual historical retail prices of ~~merchandise~~product purchased or ~~services~~service ~~being~~obtained ~~sold~~through by the ~~merchants~~redemption of reward points. InThe ~~connection~~Company ~~with~~estimate ~~the~~breakage ~~transaction~~of ~~revenue,~~reward ~~the~~points based on historical redemption rates. The Company ~~offers~~continually toevaluates ~~share~~its ~~the~~methodology ~~profit~~and assumptions based on developments in retail price per point redeemed, redemption ofpatterns ~~the~~and ~~transaction~~other ~~(“agent~~factors. ~~commission”)~~Changes toin the ~~agents~~retail ~~who~~price ~~has~~per ~~referred~~point ~~merchants~~and toredemption ~~participating~~rates inhave ~~Company’s~~the ~~online~~effect of either increasing or decreasing ~~marketplace~~the ~~platform~~contract ~~and~~liabilities ~~in ZCITY.~~through ~~Transaction~~current period revenue isby ~~recognized,~~an ~~net~~amount ofestimated ~~agent~~to ~~commission,~~represent in the ~~unaudited~~retail ~~condensed~~value ~~consolidated~~of all points previously ~~statements~~earned ofbut ~~operations~~not atyet ~~the~~redeemed ~~time~~by ~~when~~loyalty program members as of the ~~underlying~~end ~~transaction~~of isthe ~~completed~~reporting period.

~~Member subscription~~ Transactions revenue

- Performance obligations satisfied ~~over~~at a point in time

~~In order to attract more customer to engage with~~The ~~the~~transactions ~~Company’s~~revenues online marketplace and in ZCITY, the Company provides membership subscription to the customers to join the Zmember program, a membership program that provides member with benefits which included exclusive saving, bonus, and referral rewards. Member subscription revenue primarily ~~consists~~consist of fees ~~charge~~charged to ~~customers~~merchants ~~who sign up~~ for ~~Zmember.~~participating Asin ZCITY upon ~~the~~successful ~~Company~~sales ~~provides customers with 6~~transaction ~~months~~and ~~member~~payment ~~subscription~~ service intaken ~~general,~~place ~~member~~between ~~subscription revenue is recognized in~~ the ~~unaudited~~merchants ~~condensed~~and ~~consolidated~~their ~~statement of~~customers ~~operation over time across the subscription period~~online.

12The Company earns transaction revenue from merchants when transactions are completed on certain retail marketplaces. Such revenue is generally determined as a percentage based on the value of merchandise or services being sold by the merchants. In connection with the transaction revenue, the Company offers to share the profit of the transaction (“agent commission”) to the agents who has referred merchants to participating in Company’s online marketplace platform and in ZCITY. Transaction revenue is recognized, net of agent commission, in the unaudited condensed consolidated statements of operations at the time when the underlying transaction is completed.

~~TREASURE~~Member subscription ~~GLOBAL INC AND SUBSIDIARIES~~revenue

~~NOTES~~- TOPerformance ~~THE~~obligations ~~UNAUDITED~~satisfied ~~CONSOLIDATED~~over ~~FINANCIAL STATEMENTS~~time

~~Customized~~In order ~~software~~to ~~development~~attract more customer to engage with the Company’s online marketplace and in ZCITY, the Company provides membership subscription to the customers to join the Zmember program, a membership program that provides member with benefits which included exclusive saving, bonus, and referral rewards. Member subscription revenue primarily consists of fees charge to customers who sign up for Zmember. As the Company provides customers with 6 months member subscription service in general, member subscription revenue is recognized in the unaudited condensed consolidated statement of operation over time across the subscription period.

~~- Performance obligations satisfied over time~~12

~~The Company generates revenue from customized~~TREASURE ~~software~~GLOBAL ~~development~~INC ~~services~~AND typically include the design, development, and implementation of tailored digital systems and integrated software solutions. The customized software development service is generally recognized over time as the Company satisfies its performance obligations, based on its efforts or inputs, due to the continuous transfer of control to the customer and the enforceable right to payment for performance completed to date.SUBSIDIARIES

~~Customized software development service revenue~~NOTES isTO ~~recognized~~THE ~~using~~UNAUDITED anCONSOLIDATED ~~input~~FINANCIAL measure (i.e., costs incurred to date relative to total estimated costs at completion) to measure progress. The Company generally uses the cost-to-cost measure of progress method because it best depicts the transfer of control to the customer as the Company incurs costs on its contracts. Under this method, the extent of progress toward completion is measured based on the ratio of total costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recognized proportionally as costs are incurred.STATEMENTS

~~Any expected losses on customized~~ Customized software development service contracts in progress are recognized in full in the period the losses are identified. Contract costs include all direct labor costs, subcontracted developments resources cost, and those indirect costs related to contract performance. Contract modifications that extend or revise contract terms generally result in recognizing the impact of the revised terms prospectively over the remaining life of the modified contract (i.e., effectively like a new contract).revenue

~~Disaggregated~~- ~~information~~Performance ofobligations ~~revenues~~satisfied byover ~~products/services are as follows:~~time

	For the three months ended September 30,
	2025		2024
	(Unaudited)		(Unaudited)
Gift card or “E-voucher” revenue (1)	$	181,129	$	23,187
Health care products, and computer products revenue (1)		-		51,764
Loyalty program revenue (1)		390		6,794
Transaction revenue (1)		1,008		43,080
Member subscription revenue (2)		-		82,546
Total revenues from ZCITY platform		182,527		207,371
Revenue from Customized software development (2)		-		-
Total revenue	$	182,527	$	207,371

The Company generates revenue from customized software development services typically include the design, development, and implementation of tailored digital systems and integrated software solutions. The customized software development service is generally recognized over time as the Company satisfies its performance obligations, based on its efforts or inputs, due to the continuous transfer of control to the customer and the enforceable right to payment for performance completed to date.

Customized software development service revenue is recognized using an input measure (1i.e., costs incurred to date relative to total estimated costs at completion) ~~Revenue~~to ~~recognized~~measure progress. The Company generally uses the cost-to-cost measure of progress method because it best depicts the transfer of control to the customer as the Company incurs costs on its contracts. Under this method, the extent of progress toward completion is measured based on the ratio of total costs incurred to date to the total estimated costs at acompletion ~~point~~of inthe ~~time~~performance obligation. Revenues, including estimated fees or profits, are recognized proportionally as costs are incurred.

~~(2)~~Any expected ~~Revenue~~losses on customized software development service contracts in progress are recognized in full in the period the losses are identified. Contract costs include all direct labor costs, subcontracted developments resources cost, and those indirect costs related to contract performance. Contract modifications that extend or revise contract terms generally result in recognizing the impact of the revised terms prospectively over ~~time~~the remaining life of the modified contract (i.e., effectively like a new contract).

~~Cost~~Disaggregated information of ~~revenue~~revenues by products/services are as follows:

Cost of revenue sold mainly consists of the purchases of gift cards or “E-voucher” pin codes, and health care products, which are directly attributable to the sales of products on the Company’s online marketplace platform. In addition, cost of revenue sold also includes labor and subcontracted development resource costs related to customized software development services.

	For the three months ended				For the six months ended
	December 31,				December 31,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Gift card or “E-voucher” revenue ⁽¹⁾	$	1,044,411	$	13,510	$	1,225,540	$	36,697
Health care products, computer products, and food and beverage products revenue ⁽¹⁾		31,914		244,903		31,914		296,667
Loyalty program revenue ⁽¹⁾		2,092		9,846		2,482		16,640
Transaction revenue ⁽¹⁾		2,575		28,478		3,583		71,558
Member subscription revenue ⁽²⁾		-		5,161		-		87,707
Total revenue from ZCITY platform		1,080,992		301,898		1,263,519		509,269

Revenue from Customized software development ⁽²⁾		-		-		-		-

Total revenues	$	1,080,992	$	301,898	$	1,263,519	$	509,269

13(1) Revenue recognized at a point in time.

~~TREASURE~~(2) ~~GLOBAL~~Revenue ~~INC~~recognized ~~AND~~over ~~SUBSIDIARIES~~time.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~13

~~Advertising~~TREASURE GLOBAL ~~costs~~INC AND SUBSIDIARIES

~~Advertising costs amounted to $17,985 and $65,536~~NOTES ~~for~~TO ~~the~~THE ~~three~~UNAUDITED ~~months~~CONSOLIDATED ~~ended~~FINANCIAL ~~September 30, 2025 and 2024 respectively.~~STATEMENTS

~~Research~~Cost of ~~and development~~revenue

~~Research~~Cost of ~~and~~revenue ~~development expenses~~sold ~~include~~mainly ~~salaries~~consists ~~and~~of ~~other~~the ~~compensation-related~~purchases ~~expenses~~of togift ~~the~~cards ~~Company’s~~or ~~research~~“E-voucher” pin codes, and ~~product~~health ~~development~~care ~~personnel~~products, ~~and~~which ~~related~~are ~~expenses~~directly ~~for~~attributable to the sales of products on the Company’s ~~research~~online marketplace platform. In addition, cost of revenue sold also includes labor and ~~product~~subcontracted development ~~team~~resource costs related to customized software development services.

~~Research and development~~Advertising expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team. Research and development expenses amounted to $777,973 and $47,209 for the three months ended September 30, 2025 and 2024, respectively.costs

~~Defined~~Advertising costs ~~contribution~~amounted ~~plan~~to $987,060 and $1,005,045 for the three and six months ended December 31, 2025, respectively.

~~The full-time employees of the Company are entitled~~Advertising tocosts ~~the~~amounted ~~government mandated defined contribution plan. The Company is required~~ to ~~accrue~~ $29,167 and ~~pay~~ $94,703 for ~~these benefits based on certain percentages of~~ the ~~employees’~~three ~~respective~~and ~~salaries,~~six ~~subject~~months toended ~~certain~~December ~~ceilings~~31, in2024 ~~accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan~~respectively.

~~Total expenses for the plans were $17,602 and~~Research ~~$47,679 for the three months ended September 30, 2025~~ and ~~2024, respectively.~~development

~~The~~Research and development expenses include salaries and other compensation-related ~~contribution~~expenses ~~plans~~to ~~include:~~the Company’s research and product development personnel, and related expenses for the Company’s research and product development team.

●Research and ~~Social~~development ~~Security~~expenses ~~Organization~~include ~~(“SOSCO”)~~salaries –and ~~1.75%~~other ~~based~~compensation-related onexpenses ~~employee~~to the Company’s ~~monthly~~research ~~salary~~and ~~capped~~product ofdevelopment personnel, RMand 4related expenses for the Company’s research and product development team. Research and development expenses amounted to $24,~~000;~~671 and $802,644 for the three and six months ended December 31, 2025, respectively. Research and development expenses amounted to $33,136 and $80,345 for the three and six months ended December 31, 2024, respectively.

●Defined contribution ~~Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;~~plan

●The full-time ~~Employment~~employees ~~Insurance~~of ~~System~~the ~~(“EIS”)~~Company –are 0entitled to the government mandated defined contribution plan.2% The Company is required to accrue and pay for these benefits based on ~~employee~~certain percentages of the employees’s ~~monthly~~respective ~~salary~~salaries, ~~capped~~subject ofto RMcertain 4ceilings,~~000;~~ in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.

~~Income~~Total ~~taxes~~expenses for the plans were $27,539 and $45,141 for the three and six months ended December 31, 2025, respectively. Total expenses for the plans were $14,442 and $62,121 for the three and six months ended December 31, 2024, respectively.

The ~~Company accounts for income taxes in accordance~~ ~~with~~related ~~U.S.~~contribution ~~GAAP~~plans for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.include:

~~Deferred~~● ~~taxes~~Social ~~are~~Security ~~accounted~~Organization ~~for~~(“SOSCO”) ~~using~~– the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit1.75% Inbased ~~principle,~~on ~~deferred~~employee’s ~~tax~~monthly ~~liabilities~~salary ~~are~~capped recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of ~~management,~~RM it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.4,000;

14● Employees Provident Fund (“EPF”) – 12% based on employee’s monthly salary;

~~TREASURE~~● ~~GLOBAL~~Employment ~~INC~~Insurance ~~AND~~System ~~SUBSIDIARIES~~(“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL~~Income ~~STATEMENTS~~taxes

~~An uncertain tax position is recognized as a benefit~~The ~~only~~Company ifaccounts itfor isincome ~~“more~~taxes ~~likely than not” that the tax position would be sustained~~ in aaccordance ~~tax examination,~~ with aU.S. ~~tax~~GAAP ~~examination being~~for ~~presumed~~income ~~to occur~~taxes. The ~~amount~~charge ~~recognized~~for taxation is ~~the~~based ~~largest~~on ~~amount~~the ofresults ~~tax~~for the ~~benefit~~fiscal ~~that~~year isas ~~greater~~adjusted ~~than~~for ~~50%~~items ~~likely~~which toare benon-assessable ~~realized~~or ~~on examination~~disallowed. ~~For~~It ~~tax~~is ~~positions~~calculated ~~not~~using ~~meeting the “more likely than not” test, no~~ tax ~~benefit~~rates isthat ~~recorded.~~have Nobeen ~~penalties and interest~~enacted ~~incurred~~or ~~related~~substantively toenacted ~~underpayment~~by ~~of income tax for~~ the ~~three~~balance ~~months~~sheet ~~ended September 30, 2025 and 2024~~date.

~~The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.~~14

~~The Company conducts much of its business activities~~TREASURE inGLOBAL ~~Malaysia~~INC ~~and~~AND ~~is subject to tax in its jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.~~SUBSIDIARIES

~~Stock-based~~NOTES TO ~~compensation~~THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~Deferred taxes ~~Company~~are ~~accounts~~accounted for ~~stock-based~~using ~~compensation~~the asset and liability method in respect of temporary differences arising from differences between the ~~awards~~carrying toamount ~~executive~~of ~~officers~~assets and liabilities in ~~accordance~~the ~~with~~unaudited ~~FASB~~condensed ~~ASC~~consolidated ~~Topic~~financial ~~718,~~statements ~~“Compensation~~and –the ~~Stock~~corresponding ~~Compensation”~~tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which ~~requires~~deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that ~~stock-based~~are ~~payment~~expected ~~transactions~~to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with ~~employees~~in beequity. ~~measured~~Deferred ~~based~~tax onassets are reduced by a valuation allowance when, in the ~~grant-date~~opinion ~~fair~~of ~~value~~management, it is more likely than not that some portion or all of the ~~equity~~deferred ~~instrument~~tax ~~issued~~assets ~~and~~will not ~~recognized~~be asrealized. ~~compensation~~Current ~~expense~~income ~~over~~taxes are provided for in accordance with the ~~requisite~~laws ~~service~~of ~~period~~the relevant taxing authorities.

~~The~~An uncertain ~~Company~~tax ~~accounts~~position ~~for~~is ~~stock-based~~recognized ~~compensation awards~~as toa ~~non-employees~~benefit inonly ~~accordance~~if ~~with~~it ~~FASB~~is ~~ASC~~“more ~~Topic~~likely ~~718~~than ~~amended~~not” bythat ~~ASU~~the ~~2018-07.~~tax ~~Under~~position ~~FASB~~would ~~ASC~~be ~~Topic~~sustained in ~~718~~a tax examination, ~~stock~~with ~~compensation~~a ~~granted~~ tax examination being presumed to ~~non-employees~~occur. ~~has~~The ~~been~~amount ~~determined~~recognized asis the ~~fair~~largest ~~value~~amount of ~~the~~tax ~~consideration~~benefit ~~received~~that is orgreater ~~the~~than ~~fair~~50% ~~value~~likely ofto ~~equity~~be ~~instrument~~realized ~~issued,~~on ~~whichever~~examination. For tax positions not meeting the “more likely than not” test, no tax benefit is ~~more~~recorded. ~~reliably~~No ~~measured~~penalties and isinterest ~~recognized~~incurred asrelated anto ~~expense~~underpayment asof income tax for the ~~goods~~six ormonths ~~services~~ended ~~are~~December 31, ~~received~~2025 and 2024.

~~Comprehensive~~The Company ~~loss~~is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.

~~Comprehensive~~The Company ~~loss~~conducts ~~consists~~much of ~~two~~its ~~components, net~~business ~~loss~~activities ~~and~~in ~~other~~Malaysia ~~comprehensive~~and ~~loss.~~is ~~Net~~subject ~~loss refers~~ to ~~revenue,~~tax ~~expenses,~~in ~~gains~~its ~~and~~jurisdiction. ~~losses~~As ~~that~~a ~~under~~result ~~GAAP~~of ~~are~~its ~~recorded~~business ~~as an element~~activities, ofthe ~~stockholders’~~Company ~~deficiency.~~will ~~Other~~file ~~comprehensive~~separate ~~loss~~tax isreturns ~~excluded~~that ~~from~~are ~~net~~subject ~~loss.~~to ~~Other~~examination ~~comprehensive~~by ~~loss~~the ~~consists of a~~ foreign ~~currency~~ ~~translation~~tax ~~adjustment resulting from the Company not using the U~~authorities.~~S. dollar as its functional currencies.~~

~~Earnings (loss) per share~~Stock-based compensation

The Company ~~computes~~accounts ~~earnings~~for ~~(loss)~~stock-based ~~per share~~compensation ~~(“EPS”)~~ in accordance with ASC ~~260~~718, ~~“Earnings~~Compensation—Stock ~~per Share”~~Compensation. ~~ASC~~Stock-based ~~260~~awards ~~requires~~are ~~companies to present basic and diluted EPS. Basic EPS is~~ measured asat ~~net~~grant-date ~~loss~~fair ~~divided~~value ~~by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options~~ and ~~warrants) as if they~~recognized ~~had~~over ~~been converted at~~ the ~~beginning~~requisite ofservice ~~the~~period ~~periods presented,~~ or ~~issuance~~as ~~date,~~goods ~~if later. Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share~~ or ~~decrease~~services ~~loss per share)~~ are ~~excluded from the calculation of diluted EPS~~received. For the three months ended September 30, 2025 and 2024, 1,182,953 and 28 contingent shares to be issued to the investor, underwriters and convertible note holders are excluded in the diluted EPS calculation due to its anti-diluted effect, respectively.

~~Fair~~The ~~value~~Company ~~measurements~~has elected to account for forfeitures as they occur. Accordingly, previously recognized compensation expense is reversed in the period an award is forfeited.

~~Fair~~Certain ~~value~~awards isrepresent ~~defined~~predetermined ~~as the price that would~~dollar beamounts ~~received for an asset, or paid~~ to ~~transfer~~be asettled ~~liability,~~ in ana ~~orderly~~variable ~~transaction~~number ~~between market participants at the measurement date. Valuation techniques maximize the use~~ of ~~observable~~shares ~~inputs~~ and ~~minimize~~are ~~the~~therefore ~~use~~classified ofas ~~unobservable~~liability ~~inputs~~awards. ~~When~~Liability-classified ~~determining~~awards ~~the~~are remeasured at fair value ~~measurements~~ ~~for~~at ~~assets~~each ~~and~~reporting ~~liabilities,~~date ~~the~~until ~~Company~~settlement, ~~considers~~with ~~the~~changes ~~principal~~in orfair ~~most~~value ~~advantageous~~recognized ~~market~~ in ~~which~~compensation itexpense. ~~would transact and~~Upon ~~considers~~settlement, ~~assumptions that market participants would use when pricing~~ the ~~asset or~~ liability. ~~The~~is ~~following~~reclassified ~~summarizes the three levels of inputs required~~ to ~~measure~~common ~~fair~~stock ~~value, of which the first two are considered observable~~ and ~~the~~additional ~~third~~paid-in ~~is considered unobservable:~~capital.

15Non-employee awards are accounted for under ASC 718, as amended by ASU 2018-07, and are recognized over the contractual service period. If equity instruments are issued in advance of services and are not subject to forfeiture, a prepaid asset is recorded and amortized over the service period.

~~TREASURE GLOBAL INC AND SUBSIDIARIES~~Comprehensive loss

~~NOTES~~Comprehensive loss TOconsists ~~THE~~of ~~UNAUDITED~~two ~~CONSOLIDATED~~components, ~~FINANCIAL~~net loss and other comprehensive loss. Net loss refers to revenue, expenses, gains and losses that under ~~STATEMENTS~~GAAP are recorded as an element of stockholders’ deficiency. Other comprehensive loss is excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

~~Level 1 - Unadjusted quoted prices~~Earnings in(loss) ~~active~~per ~~markets for identical assets or liabilities.~~share

~~Level~~The 2Company -computes ~~Observable~~earnings ~~inputs~~(loss) ~~other~~per ~~than~~share ~~Level~~(“EPS”) 1in ~~prices~~accordance with ASC 260, ~~such~~“Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as ~~quoted~~net ~~prices~~loss divided by the weighted average common stock outstanding for ~~similar~~the ~~assets~~period. orDiluted ~~liabilities;~~EPS ~~quoted~~presents ~~prices~~the dilutive ineffect ~~markets~~on ~~that~~a ~~are~~per ~~not~~share ~~active;~~basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or ~~other~~issuance ~~inputs~~date, if later. Potential common stock that have an anti-dilutive effect (i.e., those that ~~are~~increase ~~observable~~income per share or ~~can~~decrease beloss ~~corroborated~~per byshare) ~~observable~~are ~~market~~excluded ~~data~~from ~~for~~the ~~substantially~~calculation of diluted EPS. For the six ~~full~~months ~~term~~ended ofDecember 31, 2025 and 2024, 477,540 and 2 contingent shares to be issued to the ~~assets~~investor, orunderwriters ~~liabilities~~and convertible note holders are excluded in the diluted EPS calculation due to its anti-diluted effect, respectively.

~~Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.~~15

~~The fair value for certain assets and liabilities~~TREASURE ~~such~~GLOBAL asINC ~~cash~~AND and cash equivalents, accounts receivable, inventories, other receivables and other current assets, prepayments, accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its related party loan, insurance loan, and convertible notes approximates fair value based on current yields for debt instruments with similar terms. The fair value of investment in marketable securities is based on market price in an active market (Level 1) at the end of each reporting period. The Company’s warrants issued to Alumni Capital under Share Purchase Agreement (see Note 13) is not traded in an active securities market (level 3); therefore, the Company estimates the fair value to those warrants using the Black-Scholes valuation model on grant date and at the end of each reporting period.SUBSIDIARIES

~~The following table presents information about~~NOTES ~~the~~TO ~~Company’s~~THE ~~financial~~UNAUDITED ~~asset~~CONSOLIDATED ~~and~~FINANCIAL ~~liabilities that were measured at fair value on a recurring basis as of September 30, 2025 and June 30, 2025:~~STATEMENTS

	September 30, 2025 (Unaudited)		Quoted Prices in Active Market (Level 1)		Significant Other Observable Input (Level 2)		Significant Other Unobservable Input (Level 3)
Liabilities:
Derivative liabilities	$	1,037,695	$	-	$	-	$	1,037,695

Fair value measurements

	June 30, 2025		Quoted Prices in Active Market (Level 1)		Significant Other Observable Input (Level 2)		Significant Other Unobservable Input (Level 3)
							$
Assets:
Investment in marketable securities	$	383,886	$	-	$	-	$	383,886

Fair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:

~~The following is a reconciliation of the beginning~~Level ~~and~~1 ~~ending~~- ~~balance~~Unadjusted ofquoted ~~the~~prices ~~assets~~in ~~and~~active ~~liabilities~~markets ~~measured at fair value on a recurring basis~~ for ~~the~~identical ~~three~~assets ~~months~~or ~~ended September 30, 2025 and for the year ended June 30, 2025:~~liabilities.

	Warrant issued under Share Purchase Agreement
Balance as of June 30, 2024	$	-
Derivative liabilities recognized at grant date		2,450,227
Change in fair value of derivative liabilities		(1,816,917	)
Exercised of warrants		(249,424	)
Balance as of June 30, 2025		383,886
Derivative liabilities recognized at grant date		237,636
Change in fair value of derivative liabilities		416,173
Balance as of September 30, 2025 (Unaudited)	$	1,037,695

Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

16Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

~~TREASURE~~The fair ~~GLOBAL~~value ~~INC~~for ~~AND~~certain ~~SUBSIDIARIES~~assets and liabilities such as cash and cash equivalents, accounts receivable, inventories, other receivables and other current assets, prepayments, accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its related party loan, insurance loan, and convertible notes approximate fair value based on current yields for debt instruments with similar terms. The fair value of investment in marketable securities is based on market price in an active market (Level 1) at the end of each reporting period. The Company’s warrants issued to Alumni Capital under Share Purchase Agreement (see Note 13) is not traded in an active securities market (level 3); therefore, the Company estimates the fair value to those warrants using the Black-Scholes valuation model on grant date and at the end of each reporting period.

~~NOTES~~The following TOtable ~~THE~~presents ~~UNAUDITED~~information ~~CONSOLIDATED~~about ~~FINANCIAL~~the Company’s financial assets and liabilities that were measured at fair value on a ~~STATEMENTS~~recurring basis as of December 31, 2025 and June 30, 2025:

Related parties

	December 31, 2025 (Unaudited)		Quoted Prices in Active Market (Level 1)		Significant Other Observable Input (Level 2)		Significant Other Unobservable Input (Level 3)

Liabilities:
Derivative liabilities	$	2,349,273	$	-	$	-	$	2,349,273

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

	June 30, 2025		Quoted Prices in Active Market (Level 1)		Significant Other Observable Input (Level 2)		Significant Other Unobservable Input (Level 3)

Liabilities:
Derivative liabilities	$	383,886	$	-	$	-	$	383,886

~~Lease~~16

~~Effective July 1, 2022, the Company adopted ASU~~TREASURE ~~2016-02,~~GLOBAL ~~“Leases”~~INC ~~(Topic~~AND 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.SUBSIDIARIES

~~If any of the following criteria are met, the Company classifies the~~NOTES ~~lease~~TO asTHE aUNAUDITED ~~finance~~CONSOLIDATED ~~lease:~~FINANCIAL STATEMENTS

● The following ~~lease~~is ~~transfers~~a ~~ownership~~reconciliation of the ~~underlying~~beginning ~~asset~~and toending balance of the ~~lessee~~assets byand liabilities measured at fair value on a recurring basis for the ~~end~~six ofmonths ended December 31, 2025 and for the ~~lease~~year ~~term;~~ended June 30, 2025:

● The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;

	Warrant issued under Share Purchase Agreement
Balance as of June 30, 2024	$	-
Derivative liabilities recognized at grant date		2,450,227
Change in fair value of derivative liabilities		(1,816,917	)
Exercised of warrants		(249,424	)
Balance as of June 30, 2025		383,886
Derivative liabilities recognized at grant date		10,797,112
Change in fair value of derivative liabilities		(4,216,740	)
Exercised of warrants		(4,614,985	)
Balance as of December 31, 2025 (Unaudited)	$	2,349,273

~~● The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset;~~Related parties

●Parties, which ~~The~~can ~~present~~be ~~value~~a ofcorporation or individual, are considered to be related if the ~~sum~~Company ofhas the ~~lease~~ability, ~~payments~~directly ~~equals~~or indirectly, to control the other party or ~~exceeds~~exercise ~~90%~~significant ofinfluence over the ~~fair~~other ~~value~~party ofin ~~the~~making ~~underlying~~financial ~~asset;~~and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

~~● The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.~~Lease

Effective July 1, 2022, the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that dodoes not ~~meet~~require us to reassess: (1) whether any ofexpired ~~the~~or ~~above~~existing ~~criteria~~ contracts are, ~~accounted~~or contain, leases, (2) lease classification for asany ~~operating~~expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

~~The~~If any ~~Company~~of ~~combines~~the ~~lease~~following ~~and~~criteria ~~non-lease~~are ~~components in~~met, ~~its~~the ~~contracts~~Company ~~under~~classifies ~~Topic~~the ~~842,~~lease ~~when~~as ~~permissible.~~a finance lease:

~~Operating~~● ~~lease~~The ~~right-of-use (“ROU”) asset and~~ lease ~~liability~~transfers ~~are~~ownership ~~recognized at the adoption date~~ of ~~July 1, 2022 or~~ the ~~commencement~~underlying ~~date,~~asset ~~whichever~~to ~~is earlier, based on~~ the ~~present~~lessee ~~value~~by ~~of lease payments over~~ the ~~lease~~end term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of ~~lease payments. The incremental borrowing rate is~~ the ~~rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the~~ lease ~~payments, in a similar economic environment and over a similar~~ term.;

~~Lease~~● ~~terms~~The ~~used~~lease togrants ~~calculate~~ the ~~present~~lessee ~~value of~~an ~~lease~~option ~~payments generally do not include any options~~ to ~~extend,~~purchase ~~renew, or terminate~~ the ~~lease,~~underlying asasset ~~the Company does not have reasonable certainty at lease inception~~ that ~~these~~the ~~options will be exercised. The~~ Company ~~generally~~is ~~considers~~reasonably ~~the~~certain ~~economic life of its operating lease ROU asset~~ to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU asset and liability do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee.exercise;

● The ~~operating~~ lease ~~ROU~~term ~~asset~~is ~~also~~for ~~excludes~~75% ~~lease incentives.~~or ~~Lease~~more ~~expense~~of isthe ~~recognized~~remaining oneconomic alife ~~straight-line~~of ~~basis~~the ~~over~~underlying asset, unless the ~~lease~~commencement ~~term~~date ~~for~~falls ~~operating~~within ~~lease.~~the last 25% of the economic life of the underlying asset;

17● The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or

~~TREASURE~~● ~~GLOBAL~~The ~~INC~~underlying ~~AND~~asset ~~SUBSIDIARIES~~is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

~~NOTES~~Leases that TOdo ~~THE~~not ~~UNAUDITED~~meet ~~CONSOLIDATED~~any ~~FINANCIAL STATEMENTS~~of the above criteria are accounted for as operating leases.

The ~~Company reviews the impairment of its ROU~~ ~~asset consistent with the approach applied for its other long-lived assets. The~~ Company ~~reviews~~combines the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease ~~liability in any tested asset group~~ and ~~includes the associated operating~~ non-lease ~~payments~~components in ~~the~~its ~~undiscounted~~contracts ~~future~~under ~~pre-tax~~Topic ~~cash flows. For the three months ended September 30~~842, ~~2025~~when ~~and 2024, the Company did not recognize impairment loss on its operating lease ROU asset~~permissible.

~~Recent~~Operating lease ~~accounting~~right-of-use ~~pronouncements~~(“ROU”) asset and lease liability are recognized at the adoption date of July 1, 2022 or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.17

~~-Recent~~TREASURE GLOBAL ~~accounting~~INC ~~pronouncements~~AND ~~adopted~~SUBSIDIARIES

~~In August 2020, the FASB issued ASU 2020-06, Debt-Debt~~NOTES ~~with~~TO ~~Conversion~~THE ~~and~~UNAUDITED ~~Other~~CONSOLIDATED ~~Options~~FINANCIAL (Subtopic 47020) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 81540): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal year 2025 and early adoption is permitted. The Company adopted ASU 2020-06 on July 1, 2025.STATEMENTS

Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU asset to be comparable to the useful life of similar owned assets. The Company has elected the short-~~Recent~~term ~~accounting~~lease ~~pronouncements~~exception, therefore operating lease ROU asset and liability do not ~~yet~~include leases with a lease term of twelve months ~~adopted~~or less. Its leases generally do not provide a residual guarantee.

~~In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes.~~ The ~~amendments in this update enhances the transparency and decision usefulness~~ ofoperating ~~income~~lease ~~tax~~ROU ~~disclosures.~~asset ~~ASU~~also ~~2023-09~~excludes ~~will~~lease ~~be effective for fiscal years beginning after December 15, 2024~~incentives. ~~Early~~Lease ~~adoption~~expense is ~~permitted for~~recognized ~~annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied~~ on a ~~prospective~~straight-line basis. ~~Retrospective~~over ~~application is permitted. The Company is currently evaluating~~ the ~~impact~~lease ~~the~~term ~~adoption of~~for ~~ASU~~operating ~~2023-07 will have on its unaudited condensed consolidated financial statements~~lease.

OnThe Company ~~November~~reviews ~~4, 2024,~~the impairment of its ROU asset consistent with the ~~FASB~~approach ~~issued ASU No. 2024-03, Expense~~applied ~~Disaggregation~~for ~~Disclosures~~its ~~(“ASU 2024~~other long-~~03”)~~lived assets. ~~ASU 2024-03 amends~~ ~~ASC~~The ~~220,~~Company ~~Comprehensive~~reviews the ~~Income~~recoverability ~~to expand~~of ~~income~~its ~~statement~~long-lived ~~expense~~assets ~~disclosures~~when ~~and~~events ~~require~~or ~~disclosure~~changes in ~~the~~circumstances ~~notes~~occur tothat indicate that the ~~financial~~carrying ~~statements~~value of ~~specified information about~~the ~~certain~~asset ~~costs~~may ~~and~~not ~~expenses~~be recoverable. ~~ASU 2024-03~~ The assessment of possible impairment is ~~required~~based toon beits ~~adopted~~ability ~~for~~to ~~fiscal~~recover ~~years~~the ~~commencing~~carrying ~~after~~value ~~December~~of ~~15,~~the ~~2026,~~asset ~~with~~from ~~early~~the ~~adoption~~expected ~~permitted~~undiscounted future pre-tax cash flows of the related operations. The Company ishas ~~currently~~elected ~~evaluating~~to include the ~~impact~~carrying amount of ~~adopting~~operating lease liability in any tested asset group and includes the ~~standard~~associated onoperating lease payments in the ~~Company’s~~undiscounted ~~unaudited~~future ~~condensed~~pre-tax ~~consolidated~~cash ~~financial~~flows. ~~statements~~For the six months ended December 31, 2025 and 2024, the Company did not recognize impairment loss on its operating lease ROU asset.

~~In January 2025, the FASB issued ASU 2025-01 Income~~Recent ~~Statement~~accounting — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.pronouncements

~~Except~~The Company asconsiders ~~mentioned~~the ~~above,~~applicability ~~the~~and ~~Company~~impact ~~does~~of ~~not believe~~all ~~other~~accounting ~~recently~~standards ~~issued~~updates ~~but~~(“ASUs”). ~~not~~Management ~~yet~~periodically ~~effective~~reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, ifas ~~currently~~amended ~~adopted~~(the “JOBS Act”), the ~~would~~Company ~~have~~meets athe ~~material~~definition ~~effect~~of onan emerging growth company and has elected the ~~Company’s unaudited~~extended ~~condensed~~transition ~~consolidated~~period ~~balance~~for ~~sheets~~complying with new or revised accounting standards, ~~statements~~which delays the adoption of ~~operations~~these ~~and~~accounting ~~comprehensive~~standards ~~loss~~until ~~and~~they ~~statements~~would ofapply ~~cash~~to ~~flows~~private companies.

~~Note~~- Recent ~~3 –~~accounting ~~Accounts~~pronouncements ~~receivable, net~~adopted

	As of September 30, 2025			As of June 30, 2025
	(Unaudited)
Accounts receivable	$	1,455,067		$	1,602,825
Provision for estimated credit losses		(9,927	)		(9,924	)
Total accounts receivable, net	$	1,445,140		$	1,592,901

In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 81540): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal year 2025 and early adoption is permitted. The Company adopted ASU 2020-06 on July 1, 2025.

18- Recent accounting pronouncements not yet adopted

~~TREASURE~~In December ~~GLOBAL~~2023, the ~~INC~~FASB ~~AND~~issued ~~SUBSIDIARIES~~ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update enhances the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact the adoption of ASU 2023-07 will have on its unaudited condensed consolidated financial statements.

~~NOTES~~On November TO4, 2024, ~~THE~~the ~~UNAUDITED~~FASB ~~CONSOLIDATED~~issued ASU No. 2024-03, ~~FINANCIAL~~Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ~~STATEMENTS~~ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on the Company’s unaudited condensed consolidated financial statements.

~~Movements of provision for accounts receivable’s estimated credit losses are as follows:~~18

	As of September 30, 2025		As of June 30, 2025
	(Unaudited)
Beginning balance	$	9,924	$	1,100
Addition		-		8,512
Exchange rate effect		3		312
Ending balance	$	9,927	$	9,924

TREASURE GLOBAL INC AND SUBSIDIARIES

~~Note~~NOTES TO 4THE –UNAUDITED ~~Inventories,~~CONSOLIDATED ~~net~~FINANCIAL STATEMENTS

~~Inventories~~In January ~~consist~~2025, the FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the amendments are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Following the issuance of ASU 2024-03, the ~~following:~~FASB was asked to clarify the initial effective date for entities that do not have an annual reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written, a non-calendar year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.

	As of September 30, 2025		As of June 30, 2025
	(Unaudited)
Gift card (or E-voucher)	$	21,140	$	13,184

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

Note 5 3 – ~~Other~~Accounts ~~receivables and other current assets~~receivable, net

	As of September 30, 2025			As of June 30, 2025
	As of December 31, 2025			As of June 30, 2025
	(Unaudited)
Collaboration deposits (i)	$	5,625,597		$	5,572,287
Accounts receivable	$	1,483,608		$	1,602,825
Deposits (ii)		157,907			210,172
Provision for estimated credit losses		(705,089	)		(9,924	)
Prepaid tax		1,769			1,768
Total accounts receivable, net	$	778,519		$	1,592,901
Prepaid expense (iii)		141,740			62,341
Prepaid technical support and maintenance fee (v)		3,600,000			3,600,000
Software development deposit (iv)		868,137			725,994
Prepaid investment (vii)		235,645			228,942
Other receivable (vi)		125,794			119,732
Total other receivables and other current assets		10,756,589			10,521,236
Provision for estimated credit loss		(1,078,475	)		(1,078,353	)
Total other receivables and other current assets	$	9,678,114		$	9,442,883
Current	$	1,288,133		$	3,361,862
Non-current	$	8,389,981		$	6,081,021

~~(i)~~Movements of Onprovision ~~September 20, 2024, the Company entered into a partnership agreement (the “Partnership Agreement”) with Credilab Sdn. Bhd. (“CLSB”)~~ for ~~five~~accounts years. Pursuant to the Partnership 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, while the Company will periodically provide collaboration deposit fund to CLSB, which CLSB will be utilized to support CLSBreceivable’s estimated credit ~~service~~losses ~~activities~~are for the portfolio clients introduced by the Company’s ZCity App (“Portfolio Clients”). In return, the Company will share half of the revenue and processing fee from CLSB’s profit derived from Portfolio Client. As of September 30, 2025 and June 30, 2025 the Company had disbursed $5,625,597 and $5,572,287 collaboration deposits to CLSB, of which $5,625,597, and $5,572,287 is classified as ~~non-current, respectively. As of September 30, 2025 and June 30, 2025, $115,616 credit loss was recorded against collaboration deposit.~~follows:

(ii) The balance of deposits mainly represented deposit made by the Company to a third-party service provider to secure the service, security deposit consists of rent and utilities, and others. As of September 30, 2025 and June 30, 2025, $118,878 and $118,810 estimated credit loss was recorded against doubtful receivables, respectively.

	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Beginning balance	$	9,924	$	1,100
Addition		694,965		8,512
Exchange rate effect		200		312
Ending balance	$	705,089	$	9,924

~~(iii)~~Note 4 ~~The~~– balance of prepaid expense mainly represented prepayment made by the Company to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service.Inventories

19Inventories consist of the following:

TREASURE GLOBAL INC AND SUBSIDIARIES

	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Gift card (or E-voucher)	$	124,205	$	13,184
Food and beverage products		12,211		-
Total Inventories	$	136,416	$	13,184

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~19

~~(iv)~~TREASURE GLOBAL ~~The~~INC ~~balance~~AND of software development deposit consists as following: On July 20, 2023, the Company entered into a software development agreement (the “Agreement”) with Nexgen Advisory Sdn Bhd (“Nexgen”), an unrelated third party. Pursuant to the Agreement, the Company engaged with Nexgen in software development related to the creation of an artificial intelligence-powered travel platform. As of September 30, 2023, the Company had made a $209,768 service deposit to Nexgen; however, the service had not yet commenced. On September 25, 2023, the Company terminated the Agreement with Nexgen. As of September 30, 2025 and June 30, 2025, $114,720 of the service deposit were refunded by Nexgen. As of September 30, 2025 and June 30, 2025, $95,103 and $95,049 estimated credit loss was recorded against the software development deposits, respectively. On July 18, 2024, the Company entered into an agreement with Musli Development Sdn Bhd (“Musli”) and V Galactech Sdn. Bhd (“V Galactech”) for the provision of subcontractor services related to developing smart campus management system at the Enforcement Leadership & Management University, Malaysia. Under the terms of these agreements, both Musli and V Galactech were engaged to provide services including infrastructure cabling, wiring, and network design consultancy for a total amount of $727,626 and $242,542 respectively. As of September 30,2025 and June 30, 2025, the Company had remitted a service deposit of $412,380 and 218,565 to V Gallant and Musli, respectively. As of September 30, 2025 and June 30, 2025, $630,946 estimated credit loss was recorded against the software development deposits to V Galactech and Musli. 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. The company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. On March 25, 2025, the Company and OCTA amended the Partnership Agreement to increase the total service fee to $6,500,000. As of September 30, 2025 and June 30, 2025, the Company had prepaid $142,090 and $0 to OCTA in connection with the E-commerce platform development.SUBSIDIARIES

~~(v)~~NOTES TO ~~The~~THE ~~balance~~UNAUDITED ofCONSOLIDATED ~~prepaid~~FINANCIAL technical support and maintenance fee consists as following: 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. The Company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. The Service Fee 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 per month, starting from the delivery of the first mini-game module, for the ongoing technical support for a period of five years. As of September 30, 2025, the first mini-game module has been delivered to the Company. Consequently, a total of $600,000 in prepaid technical support fees paid to OCTA through the issuance of the Company’s common stock has been recorded as a prepaid expense, of which $480,000 is classified as non-current. On October 29, 2024, the Company entered into a service agreement with V Gallant Sdn Bhd (“V Gallant”), a Malaysian company, to provide generative AI solutions and AI digital human technology services. On March 24, 2025, the Company entered into a supplemental agreement with V Gallant to amend the above-mentioned service agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure. As of September 30, 2025, the Company recorded $3,000,000 as a prepaid expense for services not yet commenced, of which $2,400,000 is classified as non-current.STATEMENTS

~~(vi)~~Note 5 – ~~The~~Other ~~balance~~receivables ofand other ~~receivable~~current ~~mainly consists as following: On May 24~~assets, 2024, the Company has disposed all of its equity interest in Foodlink and its subsidiaries Morgan and for a consideration of $148,500. As of September 30, 2025 the Company has collected $30,568 from the Purchaser, and the remaining is expected to be fully repaid by December 2025. As of September 30, 2025 and June 30, 2025, $117,932 estimated credit loss was recorded against other receivable.net

(vii) The balance of prepaid investment consists as following: On February 11, 2025, TADAA Ventures, entered into a Share Purchase Agreement (“SPA”) with Amystic Commerce Sdn Bhd (“Amystic”), a private company incorporated in Malaysia. Pursuant to the SPA, TADAA Ventures will acquire 51% of the ordinary shares (“the Sale Shares”) in Tien Ming Distribution Sdn Bhd (“Tien Ming”), a private company incorporated in Malaysia principally involved in distribution of all kinds of consumer products, providing logistics and acting as traders. The purchase price for the Sale Shares is RM 5,100.00. The acquisition is part of TADAA Ventures’s commitment to invest up to RM 3,000,000.00 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. As of September 30, 2025, the acquisition of Tien Ming has not been completed, and the Company has prepaid $235,645 of the investment amount toward the acquisition by way of a shareholders’ loan.

	As of December 31, 2025			As of June 30, 2025
	(Unaudited)
Collaboration deposits ⁽ⁱ⁾	$	5,677,597		$	5,572,287
Deposits ⁽ⁱⁱ⁾		202,362			210,172
Prepaid tax		83,035			1,768
Prepaid expense ⁽ⁱⁱⁱ⁾		27,240			62,341
Prepaid consulting, technical support and maintenance fee ^(v)		6,290,000			3,600,000
Software development deposit ^(iv)		6,221,047			725,994
Prepaid investment ^(vii)		240,286			228,942
Other receivable ^(vi)		120,876			119,732
Total other receivables and other current assets		18,862,443			10,521,236
Provision for estimated credit loss		(2,423,937	)		(1,078,353	)
Total other receivables and other current assets	$	16,438,506		$	9,442,883
Current	$	10,303,787		$	3,361,862
Non-current	$	6,134,719		$	6,081,021

(i) On September 20, 2024, the Company entered into a partnership agreement (the “Partnership Agreement”) with Credilab Sdn. Bhd. (“CLSB”) for five years. Pursuant to the Partnership 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, while the Company will periodically provide collaboration deposit fund to CLSB, which CLSB will be utilized to support CLSB’s credit service activities for the portfolio clients introduced by the Company’s ZCity App (“Portfolio Clients”). In return, the Company will share half of the revenue and processing fee from CLSB’s profit derived from Portfolio Client. As of December 31, 2025 and June 30, 2025 the Company had disbursed $5,677,597 and $5,572,287 collaboration deposits to CLSB, of which $5,625,597, and $5,572,287 is classified as non-current, respectively. As of December 31, 2025 and June 30, 2025, $1,212,879 and $115,616 credit loss was recorded against collaboration deposit.

~~TREASURE~~(ii) ~~GLOBAL~~The ~~INC~~balance ~~AND~~of ~~SUBSIDIARIES~~deposits mainly represented deposit made by the Company to a third-party service provider to secure the service, security deposit consists of rent and utilities, and others. As of December 31, 2025 and June 30, 2025, $123,275 and $118,810 estimated credit loss was recorded against doubtful receivables, respectively.

~~NOTES~~(iii) TOThe ~~THE~~balance ~~UNAUDITED~~of ~~CONSOLIDATED~~prepaid ~~FINANCIAL STATEMENTS~~expense mainly represented prepayment made by the Company to third parties for license fee, cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service.

~~Movements~~(iv) The balance of ~~provision~~software ~~for~~development ~~other~~deposit ~~receivables’~~consists as following: On July 20, 2023, the Company entered into a software development agreement (the “Agreement”) with Nexgen Advisory Sdn Bhd (“Nexgen”), an unrelated third party. Pursuant to the Agreement, the Company engaged with Nexgen in software development related to the creation of an artificial intelligence-powered travel platform. As of September 30, 2023, the Company had made a $209,768 service deposit to Nexgen; however, the service had not yet commenced. On September 25, 2023, the Company terminated the Agreement with Nexgen. As of December 31, 2025 and June 30, 2025, $114,720 of the service deposit were refunded by Nexgen. As of December 31, 2025 and June 30, 2025, $98,619 and $95,049 estimated credit loss ~~are~~was asrecorded ~~follows:~~against the software development deposits, respectively.

	As of September 30, 2025		As of June 30, 2025
	(Unaudited)
Beginning balance	$	1,078,353	$	212,053
Addition		-		846,337
Exchange rate effect		122		19,963
Ending balance	$	1,078,475	$	1,078,353

~~Note~~TREASURE GLOBAL ~~6 –~~INC ~~Prepayments~~AND SUBSIDIARIES

	As of September 30, 2025		As of June 30, 2025
	(Unaudited)
Deposits to suppliers	$	303,175	$	304,771

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~Note~~On ~~7 –~~July ~~Property~~18, 2024, the Company entered into an agreement with Musli Development Sdn Bhd (“Musli”) and ~~equipment~~V Galactech Sdn. Bhd (“V Galactech”) for the provision of subcontractor services related to developing smart campus management system at the Enforcement Leadership & Management University, ~~net~~Malaysia. Under the terms of these agreements, both Musli and V Galactech were engaged to provide services including infrastructure cabling, wiring, and network design consultancy for a total amount of $727,626 and $242,542 respectively. As of December 31, 2025 and June 30, 2025, the Company had remitted a service deposit of $412,380 and $218,566 to V Gallant and Musli, respectively. As of December 31, 2025 and June 30, 2025, $630,946 estimated credit loss was recorded against the software development deposits to V Galactech and Musli. 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. The company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. On March 25, 2025, the Company and OCTA amended the Partnership Agreement to increase the total service fee to $6,500,000. As of December 31, 2025 and June 30, 2025, the Company had prepaid $142,090 and $0 to OCTA in connection with the E-commerce platform development. On October 22, 2025, the Company entered into an agreement with Nexe Cloud Limited (the “Nexe”), pursuant to which Nexe agreed to sell and deliver an AI server to the Company for a total purchase price of $750,000. Under the agreement, Nexe is responsible for supplying the AI server and related documentation, while the Company is responsible for inspection, installation, and integration of the server into its operations. The purchase price consists of $280,000 payable in cash and the remaining balance of $470,000 to be satisfied through the issuance and allotment of the Company’s common stock. As of December 31, 2025, the Company had paid cash consideration of $280,000 and issued 26,112 shares of the Company’s common stock to Nexe with an aggregate fair value of approximately of $470,000. On November 10, 2025, the Company entered into a service agreement (the “Digital Service Agreement”) with Myviko Holding Sdn. Bhd. (“Myyiko”) to provide services related to a digital currency wallet and exchange platform, pursuant to which the Company agreed to pay a total service fee of $5,000,000. Upon execution of the Digital Service Agreement, the Company was required to pay aggregate service fees of up to $3,500,000 through a combination of cash and equity consideration, including an initial cash payment of $100,000 (or such other lawful currency, as applicable). As of December 31, 2025, the Company had paid cash consideration of $1,199,393 and issued 154,545 shares of the Company’s common stock to Myyiko, with an aggregate fair value of approximately $3,400,000.

~~Property~~(v) The balance of prepaid technical support and ~~equipment~~maintenance fee consists as following: On October 10, ~~net~~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. The Company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. The Service Fee 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 per month, starting from the delivery of the first mini-game module, for the ongoing technical support for a period of five years. As of December 31, 2025, the first mini-game module has been delivered to the Company. Consequently, a total of $600,000 in prepaid technical support fees paid to OCTA through the issuance of the Company’s common stock has been recorded as a prepaid expense. As of December 31, 2025, the remaining balance of the prepaid technical support fees was $540,000, of which $420,000 was classified as non-current. On October 29, 2024, the Company entered into a service agreement with V Gallant Sdn Bhd (“V Gallant”), a Malaysian company, to provide generative AI solutions and AI digital human technology services. On March 24, 2025, the Company entered into a supplemental agreement with V Gallant to amend the above-mentioned service agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure. As of December 31, 2025, the Company recorded $3,000,000 as a prepaid expense for services not yet commenced. On January 6, 2026, the Company and V Gallant mutually agreed to terminate the service agreement and the related supplemental agreements with immediate effect. In connection with the termination, the parties entered into a settlement arrangement pursuant to which V Gallant agreed to compensate the Company in the amount of $5,200,000, to be satisfied through the issuance of shares of V Gallant Limited, the holding company of V Gallant, at a price of $4.00 per share. The parties also agreed to waive all other claims arising out of or in connection with the agreements, except for the settlement amount described above. On October 21, 2025 and October 27, 2025, the Company entered into service agreements with WeShare Management Sdn. Bhd. (“WeShare”) and Astute All Advisory Ltd. (“Astute”), respectively, pursuant to which WeShare and Astute agreed to provide management consultancy, business strategy, and advisory services to the Company. The WeShare agreement has a two-year term beginning October 21, 2025, and the Astute agreement has a 24-month term beginning October 27, 2025. The service fees under each agreement consist of total consideration of $1,500,000, payable through the ~~following:~~issuance of the Company’s common stock. As of December 31, 2025, the Company had issued 83,334 and 88,236 shares to Astute and WeShare, respectively (See Note 13) with an aggregate fair value of 3,000,000 as prepaid service fee. As of December 31, 2025, the remaining balance of the prepaid service fees was $2,750,000, of which $1,250,000 is classified as non-current, with the remainder classified as current.

	As of September 30, 2025			As of June 30, 2025
	(Unaudited)
Computer and office equipment	$	278,584		$	184,545
Furniture and fixtures		83,654			81,551
Leasehold improvement		703,189			151,581
Subtotal		1,065,427			417,677
Less: accumulated depreciation		(329,764	)		(308,138	)
Total	$	735,663		$	109,539

~~Depreciation expense for the three months ended~~TREASURE ~~September~~GLOBAL ~~30,~~INC ~~2025~~AND ~~and 2024 were amounted to $21,362 and $21,284, respectively.~~SUBSIDIARIES

~~Note~~NOTES TO ~~8 –~~THE ~~Intangible~~UNAUDITED ~~assets,~~CONSOLIDATED ~~net~~FINANCIAL STATEMENTS

~~Intangible~~(vi) ~~assets,~~The ~~net consisted~~balance of ~~the~~other receivable mainly consists as following: On May 24, 2024, the Company disposed of all of its equity interest in Foodlink and its subsidiaries Morgan for a consideration of $148,500. As of September 30, 2025 the Company has collected $30,568 from the Purchaser, and the remaining is expected to be fully repaid by December 2025. As of December 31, 2025 and June 30, 2025, $117,932 estimated credit loss was recorded against other receivable.

	As of September 30,			As of June 30,
	2025			2025
	(Unaudited)
Internal use software development	$	23,980,607		$	23,980,607
Less: accumulated amortization		(1,418,427	)		(1,418,427	)
Less: Impairment		(19,517,303	)		(19,517,303	)
Total intangible assets, net	$	3,044,877		$	3,044,877

(vii)

The balance of prepaid investment consists as following:

On February 11, 2025, TADAA Ventures, entered into a Share Purchase Agreement (“SPA”) with Amystic Commerce Sdn Bhd (“Amystic”), a private company incorporated in Malaysia. Pursuant to the SPA, TADAA Ventures will acquire 51% of the ordinary shares (“the Sale Shares”) in Tien Ming Distribution Sdn Bhd (“Tien Ming”), a private company incorporated in Malaysia principally involved in distribution of all kinds of consumer products, providing logistics and acting as traders. The purchase price for the Sale Shares is RM 5,100.00. The acquisition is part of TADAA Ventures’s commitment to invest up to RM 3,000,000.00 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. As of December 31, 2025, the Company’s reviewed its investment in Tien Ming Distribution and determined to initiated the process to terminate the acquisition due to Company’s lack of control or significant influence over Tien Ming Distribution. As a result, the prepaid investment of $240,286 related to the Tien Ming acquisition is deemed to be receivable from Amystic. As of the issuance date of these unaudited consolidated financial statements, the Company has not collected this prepaid investment from Amystic. Based on the Company’s assessment of collectability, the Company has recognized a full allowance for expected credit losses of $240,286.

~~Amortization expense for the three months ended~~Movements of ~~September~~provision ~~30,~~for ~~2025~~other and 2024 was amounted to $0 and $302,802, respectively. During the year ended June 30, 2025, the Company recognized an impairment loss of $19,517,303 related to internal use software development. The impairment was primarily due to changes in the Companyreceivables’s business strategy, which significantly reduced the expected future economic benefits associated with the affected assets. In accordance with ASC 360, the Company determined that the carrying amount of the intangible assets exceeds the estimated ~~undiscounted future~~credit ~~cash flows expected to result from its use, therefore, the Company recognized an impairment~~ loss ~~equal~~are toas ~~the amount by which the carrying value exceeds its estimated fair value based on a discounted cash flows approach.~~follows:

	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Beginning balance	$	1,078,353	$	212,053
Addition		1,333,443		846,337
Exchange rate effect		12,141		19,963
Ending balance	$	2,423,937	$	1,078,353

~~TREASURE GLOBAL INC AND SUBSIDIARIES~~22

~~NOTES~~TREASURE GLOBAL TOINC ~~THE~~AND ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~SUBSIDIARIES

~~The following table sets~~NOTES ~~forth~~TO ~~the~~THE ~~Company’s~~UNAUDITED ~~amortization~~CONSOLIDATED ~~expense~~FINANCIAL ~~for the next five years ending:~~STATEMENTS

	Amortization
	expenses
Twelve months ending September 30, 2026	$	608,975
Twelve months ending September 30, 2027		608,975
Twelve months ending September 30, 2028		608,975
Twelve months ending September 30, 2029		608,975
Twelve months ending September 30, 2030		608,977
Total	$	3,044,877

Note 6 – Prepayments

Note 9 – Investment in marketable securities

	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Deposits to suppliers	$	308,365	$	304,771

~~On July 19, 2023 (“Commencement Date”),~~Note the Company entered into a software developing agreement (“Developing Agreement”) with VCI Global Limited (“VCI”), an unrelated third party for collaboration and co-operating in the development of an artificial intelligence powered travel platform, the (“Platform”). Pursuant to the Software Development Agreement, VCI shall remit payment of cash in $1,000,0007 or– ~~issuance and~~Property the allotment of ordinary shares in VCI with an equivalent value of $1,000,000 (“VCIG Shares”) within ten business days from the Commencement Date to the Company as service consideration. Both the Company and ~~VCI had agreed that VCI to issued 286~~equipment,~~533 shares of~~ VCIG Shares at $3.49 per share based on 5-day volume weighted average price to the Company as a service consideration in developing above mentioned Platform. The VCIG Shares shall be issued on a restricted stock basis for a period of six (6) months from the commencement date of the Software Developing Agreement.net

~~Movements~~Property and inequipment, ~~investment~~net inconsist ~~marketable~~of ~~securities are~~the ~~as follows~~following:

At fair value	As of September 30, 2025			As of June 30, 2025
	As of December 31, 2025			As of June 30, 2025
	(Unaudited)
Beginning balance	$	-		$	171,633
Computer and office equipment	$	409,886		$	184,545
Net loss recognized for the year		-			(170,817	)
Furniture and fixtures		86,747			81,551
Disposal		-			(816	)
Leasehold improvement		938,610			151,581
Closing balance	$	-		$	-
Subtotal		1,435,243			417,677
Less: accumulated depreciation		(428,048	)		(308,138	)
Total	$	1,007,195		$	109,539

~~For~~Depreciation expense for the three and six months ended ~~September~~December 3031, 2025~~, the~~ ~~Company~~were ~~did~~amounted ~~not~~to ~~recognized~~$84,027, ~~any~~and ~~unrealized~~$105,389, ~~gain/loss on marketable equity security~~respectively. ~~For~~Depreciation expense for the three and six months ended ~~September~~December 3031, 2024~~, unrealized~~ ~~loss~~were onamounted ~~marketable~~to ~~equity~~$27,887 ~~securities~~and ~~were~~ $~~127~~49,~~507~~168, respectively.

Note 10 8 – ~~Loans~~Intangible ~~and~~assets, ~~notes~~net

~~Insurance~~Intangible assets, ~~loan~~net consisted of the following:

In February 2024, the Company entered into another loan agreement with First Insurance Funding, to obtain a short-term loan (“Insurance loan 1”) of $74,078 with interest rate of 9.5% to be due in ten equal monthly instalments of $6,573. In December 2024, the remaining balance of Insurance loan had been paid in full. In February 2025, the Company entered into another loan agreement with First Insurance Funding, to obtain a short-term loan (“Insurance loan 2”) of $56,669 with interest rate of 10.0 % to be due in ten equal monthly instalments of $5,929. As of September 30, 2025 and June 30, 2025, the outstanding balance Insurance loan 2 were $23,423 and $40,490. The funds from Insurance Loan 1 and 2 were exclusively allocated towards the payment of the Directors and Officers (D&O) insurance as indicated on Note 5.

	As of December 31,			As of June 30,
	2025			2025
	(Unaudited)
Internal use software development	$	23,980,607		$	23,980,607
Less: accumulated amortization		(1,418,427	)		(1,418,427	)
Less: Impairment		(22,562,180	)		(19,517,303	)
Total intangible assets, net	$	-		$	3,044,877

~~For~~Amortization expense for the three and six months ended of December 31, 2025 was amounted to $0. Amortization expense for the three and six months ended ~~September~~of December 31, 2024 was amounted to $178,021 and $480,823, respectively. As of December 31, 2025 and June 30, 2025, the Company recognized an impairment loss of $22,562,180 and ~~2024~~$19,517,303 ~~interest~~related ~~expenses~~to ~~pertained~~internal use software development. The impairment was primarily due to changes in the ~~insurance~~Company’s ~~loans~~business strategy, ~~amounted~~which significantly reduced the expected future economic benefits associated with the affected assets. In accordance with ASC 360, the Company determined that the carrying amount of the intangible assets exceeds the estimated undiscounted future cash flows expected to ~~$423~~result ~~and~~from ~~$758~~its use, ~~respectively~~therefore, the Company recognized an impairment loss equal to the amount by which the carrying value exceeds its estimated fair value based on a discounted cash flows approach.

2223

TREASURE GLOBAL INC AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 9 11 – ~~Other~~Investment ~~payables~~in ~~and~~marketable ~~accrued liabilities~~securities

	As of September 30, 2025		As of June 30, 2025
	(Unaudited)
Accrued professional fees (i)	$	300,410	$	402,759
Accrued payroll		11,654		33,635
Accrued interest		2,663		2,661
Payables to merchant from ZCITY platform (ii)		173,775		169,790
Provision for share-based compensation adjustment (iii)		2,726,545		2,726,545
Others		82,982		109,539
Total other payables and accrued liabilities	$	3,298,029	$	3,444,929

On July 19, 2023 (“Commencement Date”), the Company entered into a software developing agreement (“Developing Agreement”) with VCI Global Limited (“VCI”), an unrelated third party for collaboration and co-operating in the development of an artificial intelligence powered travel platform, the (“Platform”). Pursuant to the Software Development Agreement, VCI shall remit payment of cash in $1,000,000 or issuance and the allotment of ordinary shares in VCI with an equivalent value of $1,000,000 (“VCIG Shares”) within ten business days from the Commencement Date to the Company as service consideration. Both the Company and VCI had agreed that VCI to issued 286,533 shares of VCIG Shares at $3.49 per share based on 5-day volume weighted average price to the Company as a service consideration in developing above mentioned Platform. The VCIG Shares shall be issued on a restricted stock basis for a period of six (6) months from the commencement date of the Software Developing Agreement.

~~(i)~~Movements in ~~Accrued~~investment ~~professional~~in ~~fees~~marketable ~~The~~securities ~~balance~~are ofas accrued professional fees represented amount due to third parties service providers which include mobile application developing, marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising.follows:

(ii) Payables to merchants from ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform.

At fair value	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Beginning balance	$	-	$	171,633
Net loss recognized for the year		-		(170,817	)
Disposal		-		(816	)
Closing balance	$	-	$	-

~~(iii)~~For the ~~Provision~~three ~~for~~and ~~share-based~~six ~~compensation~~months ~~adjustment~~ended ~~The~~December ~~balance~~31, of2025, ~~provision for share-based compensation adjustment represented~~ the ~~one~~Company –did ~~off~~not ~~settlement~~recognized ~~amount~~any tounrealized ~~settle~~gain/loss ~~cash~~on ~~compensation~~marketable ~~requested~~equity ~~by V Gallant Sdn~~security. For ~~Bhd.~~the ~~pursuant~~three toand ~~the~~six ~~Service~~months ~~Agreement~~ended ~~dated~~December ~~October 29~~31, 2024, asunrealized ~~supplemented~~gain on ~~March~~marketable ~~28,~~equity ~~2025,~~securities towere ~~reflect~~$460,172 and ~~the decline in our share price~~$332,665, respectively.

Note 10 12 – ~~Related~~Loans ~~party balances~~ and ~~transactions~~ notes

~~Related party balances~~Insurance loan

~~Other~~In February ~~receivable~~2024, the Company entered into loan agreement with First Insurance Funding, to obtain a ~~related~~short-term ~~party~~loan (“Insurance loan 1”) of $74,078 with interest rate of 9.5% to be due in ten equal monthly instalments of $6,573. In December 2024, the remaining balance of Insurance loan had been paid in full. In February 2025, the Company entered into another loan agreement with First Insurance Funding, to obtain a short-term loan (“Insurance loan 2”) of $56,669 with interest rate of 10.0 % to be due in ten equal monthly instalments of $5,929. As of December 31, 2025 and June 30, 2025, the outstanding balance Insurance loan 2 were $0 and $40,490. The funds from Insurance Loan 1 and 2 were exclusively allocated towards the payment of the Directors and Officers (D&O) insurance as indicated on Note 5.

Name of related party

Relationship

Nature

As of September 30, 2025

As of June 30, 2025

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Equipment rental deposit

13,730

13,723

For the three and six months ended December 31, 2025, interest expenses pertained to the insurance loans amounted to $295 and $718, respectively. For the three and six months ended December 31, 2024, interest expenses pertained to the insurance loan amounted to $307 and $1,065 respectively.

~~Other payables, related parties~~24

Name of Related Party

Relationship

Nature

As of September 30, 2025

As of June 30, 2025

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Operating expense paid on behalf

494

TREASURE GLOBAL INC AND SUBSIDIARIES

23NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~TREASURE~~Note 11 ~~GLOBAL~~– ~~INC~~Other ~~AND~~payables ~~SUBSIDIARIES~~and accrued liabilities

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Accrued professional fees (i)	$	339,931	$	402,759
Accrued payroll		82,688		33,635
Accrued interest		2,761		2,661
Payables to merchant from ZCITY platform (ii)		51,848		169,790
Provision for share-based compensation adjustment (iii)		2,726,545		2,726,545
Provision for fixed value equity awards (iv)		185,857		-
Loan from third party (v)		24,655		-
Others		147,298		109,539
Total other payables and accrued liabilities	$	3,561,583	$	3,444,929

~~Related~~(i) ~~party~~Accrued ~~loan~~professional fees The balance of accrued professional fees represented amount due to third parties service providers which include mobile application developing, marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising.

On(ii) ~~December~~Payables 7,to ~~2020,~~merchants ~~the~~from ~~Company~~ZCITY ~~obtained~~platform ~~right of~~The ~~use~~balance of apayables ~~vehicle~~to ~~through~~merchants ~~signing~~from aZCITY ~~trust~~platform ofrepresented ~~deed with Chan Chong “Sam” Teo,~~ the ~~Chief~~amount ~~Executive Officer and a shareholder of TGL. In return,~~ the Company iscollected ~~obligated to remit monthly installment auto loan payment related to this vehicle~~ on behalf of ~~the related~~merchant ~~party~~from ~~mentioned~~its ~~above.~~customer ~~The~~through ~~total amount of loan that~~ the Company’s isZCITY ~~entitled to repay is approximately $27,000 (RM 114,000)~~platform. The auto loan bear 5.96% of interest rate per annum with 60 equal monthly installment payment due on the first of each month. As of September 30, 2025 and June 30, 2025, such loan has an outstanding balance of $4,344 and $5,134 to be due within the next 12 months.

~~The~~(iii) ~~interest~~Provision ~~expense~~for ~~was~~share-based ~~$253~~compensation ~~and~~adjustment ~~$323~~ The balance of provision for share-based compensation adjustment represented the ~~three~~one ~~months~~– ~~ended~~off ~~September~~settlement ~~30,~~amount ~~2025~~to ~~and~~settle cash compensation requested by V Gallant Sdn. Bhd. pursuant to the Service Agreement dated October 29, 2024, ~~respectively~~as supplemented on March 28, 2025, to reflect the decline in our share price.

~~Related~~(iv) ~~party~~Provision ~~transactions~~ for fixed value equity awards The balance of provision for fixed value equity award represented the cumulative compensation cost recognized for fixed dollar awards that have been earned by employees through service rendered but have not yet been settled in shares as of December 31, 2025 (See Note 13).

~~Operating~~(v) ~~expenses~~Loan from ~~related~~third ~~parties~~party On December 31, 2025, the Company’s subsidiary, Tadaa Ventures entered into a loan agreement with XVI World Sdn. Bhd., a third party for a principal amount of $24,655 for working capital purposes. The loan bears interest at 5% per annum, calculated on the outstanding principal balance, and is repayable on demand with no prepayment penalty.

Name of Related Party

Relationship

Nature

For the three months Ended September 30, 2025

For the three months Ended September 30, 2024

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Operating expense (short-term office equipment rental

5,885

Note 12 – Related party balances and transactions

~~Note~~Related party ~~13 – Stockholders’ deficiency~~balances

~~Common~~Other receivable, ~~stock~~a related party

Prior to October 2021, TGL is authorized to issue 10,000,000 shares having a par value of $0.00001 per share. In October 2021, TGL increased its authorized shares to 170,000,000 shares as part of the Reorganization with TADAA Technologies, consisting of 150,000,000 shares of common stock with $0.00001 par value, and 20,000,000 shares of preferred stock with $0.00001 par value. The share capital increased of TGL presented herein is prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented of shares capital of TADAA Technologies. On February 22, 2024, 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 “February 2024 Split “) of its shares of common stock, par value $0.00001 per share. On April 2, 2025, the Company filed another Certificate of Amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which effected a 1-for-50 reverse stock split (the “April 2025 Split”) of its Common Stock, par value $0.00001 per share.

Name of related party

Relationship

Nature

As of
December 31,
2025

As of
June 30,
2025

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Equipment rental deposit

14,656

13,723

~~Reverse stock split~~25

~~On April 7, 2025, the Company effected a 1:50~~TREASURE ~~reverse~~GLOBAL ~~stock~~INC ~~split~~AND ~~of its shares of common stock.~~SUBSIDIARIES

~~All shares and per share amounts used herein and~~NOTES inTO ~~the~~THE ~~accompanying~~UNAUDITED ~~unaudited~~CONSOLIDATED ~~condensed~~FINANCIAL ~~consolidated financial statements have been retroactively stated to reflect the effect of the April 2025 Split.~~STATEMENTS

24Other payables, related parties

TREASURE GLOBAL INC AND SUBSIDIARIES

Name of Related Party

Relationship

Nature

As of
December 31,
2025

As of
June 30,
2025

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Operating expense paid on behalf

494

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL~~Related ~~STATEMENTS~~party loan

~~Common~~On December ~~stock~~7, ~~issued~~2020, ~~from~~the Company obtained right of use of a vehicle through signing a trust of deed with Chan Chong “Sam” Teo, the Chief ~~Marketing~~Executive ~~Offering~~Officer and a shareholder of TGL. In return, the Company is obligated to remit monthly installment auto loan payment ~~net~~related to this vehicle on behalf of ~~issuance~~the ~~costs~~related party mentioned above. The total amount of loan that the Company is entitled to repay is approximately $27,000 (RM 114,000). The auto loan bear 5.96% of interest rate per annum with 60 equal monthly installment payment due on the first of each month. As of December 31, 2025 and June 30, 2025, such loan has an outstanding balance of $0 and $5,134.

OnThe interest ~~March~~expense ~~22,~~was ~~2024,~~$161 ~~the Company~~ and ~~H.C.~~$414 ~~Wainwright& Co.,~~for ~~LLC, (~~the ~~“Manager”)~~three ~~entered~~and ~~into~~six amonths ~~marketing~~ended ~~offering~~December ~~agreement~~31, ~~(“Marketing~~2025, ~~Offering Agreement”)~~respectively. ~~Pursuant to~~The ~~the~~interest ~~Marketing~~expense ~~Offering~~was ~~Agreement, the Company intends to issue~~ $307 and ~~sell~~$630 ~~through~~for ~~or to~~ the ~~Manager,~~three ~~as sales agent~~ and /six ormonths ~~principal from~~ended ~~time~~December to31, ~~time~~2024, ~~of the Company’s common stock at the Market Offering~~respectively.

~~As of September 30, 2025, the Company received~~Related anparty ~~aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of 33,566 shares of common stock which sell through or to the Manager.~~transactions

~~Common~~Operating expenses ~~stock~~from ~~issued~~related ~~under Share Purchase Agreement~~parties

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 which was subsequently amended by the Modification Agreement on January 21, 2025. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $50,000,000 the Company’s common stock, par value $0.00001 (the “Commitment Amount”), 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 $50,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025.

For the Three Months Ended

For the Six Months Ended

December 31,

Name of Related Party

Relationship

Nature

2025

2024

2025

2024

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi
is a common shareholder

Operating expense

1,485

7,370

Total

1,485

7,370

~~In consideration for Alumni Capital’s execution~~Note and performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October 10, 2024 (the “Purchase Warrant”), with a term of three (3) years, to purchase a number of shares of common stock equal to ten percent (10%) of the Commitment Amount divided by the applicable exercise price of the Purchase Warrant. The exercise price per share is determined as follows: (i) for the first $600,000 worth of shares exercised, the exercise price (the “First Exercise Price”) will be calculated by dividing $5,000,000 by the total number of outstanding shares of the Company13 – Stockholders’s common stock as of the applicable exercise date, and the number of shares issuable will equal $600,000 divided by the First Exercise Price; and (ii) for the remaining $4,400,000 worth of shares exercised, the exercise price (the “Second Exercise Price”) will be calculated by dividing $8,500,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date, and the number of shares issuable will equal $4,400,000 divided by the Second Exercise Price.deficiency

~~As of September 30, 2025, Alumni Capital had purchased~~Common ~~approximately $15.2 million worth of the Company’s common~~ stock~~, totaling 6,668,680 shares.~~

Prior Asto ofOctober ~~June 30~~2021, ~~2025~~TGL is authorized to issue 10,000,000 shares ~~Alumni~~having ~~Capital~~a ~~had~~par ~~purchased~~value ~~approximately~~of $110.700001 ~~million~~per ~~worth~~share. In October 2021, TGL increased its authorized shares to 170,000,000 shares as part of the ~~Company’s~~Reorganization with TADAA Technologies, consisting of 150,000,000 shares of common stock with $0.00001 par value, ~~totaling~~and 320,~~163~~000,~~680~~000 shares of preferred stock with $0.00001 par value. The share capital increased of TGL presented herein is prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented of shares capital of TADAA Technologies. On April 2, 2025, the Company filed another Certificate of Amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which effected a 1-for-50 reverse stock split (the “April 2025 Reverse Split”) of its Common Stock, par value $0.00001 per share. On November 25, 2025, the Company filed another Certificate of Amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which effected a 1-for-20 reverse stock split (the “December 2025 Reverse Split”) of its Common Stock, par value $0.00001 per share.

~~Common~~ Reverse stock ~~issued under Subscription Agreement~~split

On April ~~November 27~~7, ~~2024~~2025, the Company ~~entered~~effected ~~into~~ a ~~subscription~~1:50 ~~agreement~~reverse ~~(the~~stock ~~“Subscription~~split ~~Agreement”) with certain investors (the “Investors”). Pursuant to the Subscription Agreement, the Investors agreed to invest an aggregate amount~~ of ~~$1,177,000~~its ~~(the “Investment Amount”) in exchange for 71,333~~ shares of ~~the Company’s~~ common stock ~~(the “Offered Shares”), with a par value of $0~~.00001 per share, at a negotiated purchase price of $16.5 per share (the “Offering”). As of September 30, 2025 and June 30, 2025, the Company had issued all 71,333 shares to the Investors for total consideration of $1,177,000.

25On December 5, 2025, the Company further effected a 1:20 reverse stock split of its shares of common stock.

~~TREASURE~~All share ~~GLOBAL~~and ~~INC~~per ~~AND~~share ~~SUBSIDIARIES~~amounts presented herein and in the accompanying unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the cumulative effect of the April 7, 2025 1:50 reverse stock split and the December 5, 2025 1:20 reverse stock split.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~26

~~Common~~TREASURE GLOBAL ~~stock~~INC ~~issued~~AND ~~for acquiring intangible assets~~SUBSIDIARIES

-NOTES TO ~~Credilab~~THE ~~Sdn.~~UNAUDITED ~~Bhd.~~CONSOLIDATED ~~Bhd~~FINANCIAL ~~(“CLSB”)~~STATEMENTS

~~On September 20, 2024, the Company entered into~~Common astock ~~Partnership~~issued ~~Agreement~~from ~~with CLSB. Under~~ the ~~terms~~Marketing ~~of the Agreement~~Offering, ~~the~~net ~~Company~~of ~~and~~issuance ~~CLSB will establish a strategic partnership to leverage their respective core competencies, resources, and market expertise to drive mutual benefits and growth.~~costs

AsOn March ~~part~~22, ~~of the Partnership Agreement~~2024, the Company ~~agreed~~ toand ~~pay~~H.C. $2Wainwright& Co.,~~000~~ LLC,~~000~~ to(the ~~CLSB~~“Manager”) ~~and/or~~entered ~~its~~into ~~nominees~~a tomarketing ~~develop~~offering ~~and~~agreement (“Marketing ~~implement~~Offering anAgreement”). ~~AI-driven~~Pursuant ~~chatbot~~to ~~for~~ the ~~ZCity~~Marketing ~~App~~Offering ~~platform~~Agreement, ~~aimed at enhancing user engagement and providing real-time assistance. Additionally,~~ the ~~partnership~~Company ~~includes~~intends ~~the~~to ~~development~~issue ofand asell ~~digital wallet~~through ~~integrated~~or ~~within~~to the ~~ZCity~~Manager, ~~App~~as tosales ~~offer~~agent ~~users~~and a/ ~~seamless~~or ~~payment~~principal ~~solution~~from ~~for~~time ~~platform~~to ~~transactions~~time ~~and~~of ~~access~~the ~~to CLSB~~Company’s ~~financial products~~common ~~and~~stock ~~services~~at the Market Offering.

~~The Company has sole discretion to choose whether~~As toof ~~make~~December ~~the payment in cash and/or the equivalent value in the Company’s common stock. On September 20~~31, ~~2024~~2025, the Company ~~issued 40,000~~received ~~shares~~an ofaggregated ~~its~~net ~~common~~proceed ~~stock~~of ~~equivalent~~approximately to $12.9 million,~~380,000~~ tonet ~~CLSB~~of ~~for~~broker ~~software~~fee ~~development.~~from ~~Upon completion~~ issuance of ~~the software development~~ 1, ~~the~~678 shares ~~Company will make the remaining payment~~ of ~~$620,000 in cash and/ or the equivalent value in the Company’s~~ common stock. Aswhich ~~of September~~sell ~~30,~~through ~~2025~~or ~~and June 30, 2025, the Company has offset $620,000 of the Collaboration deposits balance~~ to ~~CLSB against~~ the ~~remaining payment~~Manager.

-Common stock ~~Octagram~~issued ~~Investment~~under ~~Limited~~Share Purchase Agreement

On October 10, 2024, the Company entered into a ~~service~~Share ~~partnership~~Purchase ~~agreement~~Agreement (the “~~Partnership~~Purchase Agreement”) with Alumni Capital LP ~~Octagram Investment Limited~~ (“~~OCTA~~Alumni Capital”), a ~~Malaysian company,~~Delaware tolimited ~~establish~~partnership awhich ~~strategic~~was ~~partnership~~subsequently ~~pursuant~~amended toby the ~~terms~~Modification ~~and conditions set forth in this Partnership~~ Agreement. ~~Pursuant to~~on ~~the~~January ~~Partnership Agreement~~21, ~~OCTA~~2025. ~~shall~~Pursuant ~~design, develop and deliver mini-game modules~~ to ~~be integrated into~~ the ~~ZCity~~Purchase ~~App~~Agreement, ~~an E-Commerce platform owned by~~ the Company. Inhas ~~addition, OCTA shall customize~~ the ~~mini-game~~right, ~~modules~~but ~~based~~not on the ~~Company’s~~obligation ~~detailed~~to ~~specification.~~cause Alumni Capital ~~The~~to ~~company~~purchase ~~agreed~~up to ~~pay a total consideration of (USD 2~~$50,~~800~~000,000) the ~~(“Service~~Company’s ~~Fees”)~~common tostock, ~~OCTA~~par ~~and/or~~value ~~its nominees by using the Company shares~~$0.00001 On(the ~~March~~“Commitment 25Amount”), ~~2025,~~ during the ~~Company~~period ~~and~~beginning ~~OCTA~~on ~~amended~~ the ~~Partnership~~execution ~~Agreement~~date ~~to increase the total service fee to $6,500,000, to be settled by issuing shares~~ of the ~~Company~~Purchase atAgreement aand ~~price~~ending ~~equal~~on to the ~~volume-weighted~~earlier ~~average~~of ~~price~~ (~~VWAP~~i) ~~over~~ the ~~thirty (30) trading days immediately preceding the payment~~ date, oron ~~such other price as may be mutually agreed. As of September 30, 2025 and~~which Alumni Capital ~~June~~has ~~30,~~purchased ~~2025~~$50, ~~the Company had issued 149~~000,~~230~~000 ~~shares~~ of ~~its~~the Company’s common stock pursuant to ~~OCTA~~the atPurchase aAgreement ~~weighted~~or ~~average~~(ii) ~~price~~December of31, ~~$28~~2025.~~25 per share.~~

-In consideration Vfor ~~Gallant~~Alumni ~~Sdn~~Capital’s ~~Bhd~~execution and performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October 10, 2024 (the “Purchase Warrant”), with a term of three (3) years, to purchase a number of shares of common stock equal to ten percent (10%) of the Commitment Amount divided by the applicable exercise price of the Purchase Warrant. The exercise price per share is determined as follows: (i) for the first $600,000 worth of shares exercised, the exercise price (the “First Exercise Price”) will be calculated by dividing $5,000,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date, and the number of shares issuable will equal $600,000 divided by the First Exercise Price; and (ii) for the remaining $4,400,000 worth of shares exercised, the exercise price (the “Second Exercise Price”) will be calculated by dividing $8,500,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date, and the number of shares issuable will equal $4,400,000 divided by the Second Exercise Price.

~~On October 29, 2024, the Company entered into~~As a certain service agreement (the “Agreement”) with V GALLANT SDN BHD (“V Gallant”), a private company incorporated in Malaysia. Pursuant to 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 USD 16,000,000 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~~Alumni ~~Agreement~~Capital ishad ~~mutually~~purchased ~~terminated~~approximately or$18.8 ~~extended~~million inworth ~~writing~~of ~~or terminated by either~~ the Company’s orcommon ~~V Gallant due to any breach or default of this Agreement~~stock, astotaling ~~the case may be~~644,956 shares.

~~On March 28, 2025, the Company and VGallant amended~~ ~~the~~As ~~Agreement to clarify the payment structure and to reflect the valuation~~ of ~~shares~~June ~~more accurately. Under the amended terms~~30, ~~the Company has sole discretion to settle the service fees in cash and/or through the issuance of shares. The fees are to be paid in two tranches: (i) a down payment of $8~~2025,~~000,000~~ ~~upon~~Alumni ~~execution~~Capital ofhad ~~the~~purchased ~~Agreement,~~approximately ~~and (ii) the remaining~~ $~~8,000,000 in twelve equal monthly installments commencing January 31, 2025~~11.7 million Ifworth ~~paid in shares, the number~~ of ~~shares issued shall be based on~~ the ~~volume-weighted average price (VWAP) of the~~ Company’s ~~shares~~common ~~over the thirty (30) trading days immediately preceding the payment date or as otherwise mutually agreed. As of September 30~~stock, ~~2025 and June 30, 2025, the Company had issued~~totaling ~~430~~158,~~456~~184 shares ~~of its common stock to V Gallant at a weighted average price of $27~~.~~44 per share.~~

26Common stock issued under subscription agreement

~~TREASURE~~On November ~~GLOBAL~~27, ~~INC~~2024, ~~AND~~the ~~SUBSIDIARIES~~Company entered into a subscription agreement (the “Subscription Agreement 1”) with certain investors (the “Investors 1”). Pursuant to the Subscription Agreement 1, the Investors agreed to invest an aggregate amount of $1,177,000 (the “Investment Amount”) in exchange for 3,567 shares of the Company’s common stock (the “Offered Shares”), with a par value of $0.00001 per share, at a negotiated purchase price of $330 per share (the “Offering”). As of December 31, 2025 and June 30, 2025, the Company had issued all 3,567 shares to the Investors for total consideration of $1,177,000.

~~NOTES~~On TOOctober ~~THE~~7, ~~UNAUDITED~~2025, ~~CONSOLIDATED~~the ~~FINANCIAL~~Company entered into subscription ~~STATEMENTS~~agreements (the “Subscription Agreement 2”) with two investors (“Investors 2”) for the purchase of 17,242 shares of the Company’s common stock for aggregate cash consideration of $400,000. As of December 31, 2025, the Company issued all 17,242 shares to the Investors 2 for total consideration of $400,000.

~~Warrants~~27

-TREASURE GLOBAL ~~Issuance~~INC ofAND ~~Alumni Capital warrants~~SUBSIDIARIES

~~In consideration for Alumni Capital’s~~NOTES ~~execution~~TO ~~and~~THE ~~performance~~UNAUDITED ~~under~~CONSOLIDATED ~~the~~FINANCIAL 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”), 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 Warrant. 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. In addition, the Alumni Capital warrants are exercisable on a “cashless” basis if at any time there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Alumni Capital warrants share by Alumni Capital.STATEMENTS

~~As of September 30, 2025, Alumni Capital had purchased~~Common ~~approximately $15.2 million worth of the Company’s common~~ stock, ~~totaling~~issued ~~6,668,680~~under ~~shares.~~direct Of this amount, the Company had grant Alumni Capital with a purchase warrant to purchase up to 1,182,953 share of the Company’s common stock (as adjusted, and subject to further adjustment), with an weighted average exercise price of $2offering.9 per share (as adjusted, and subject to further adjustment), to be expired on October 10, 2027. Both the exercise price and the number of shares issuable upon exercise of the warrant (as adjusted, and subject to further adjustment) are determined based on the contractual arrangement described above, whereby the exercise price is calculated using a fixed valuation of $5,000,000 divided by the number of outstanding shares at the time of exercise. The Purchase Warrants are being classified as liability instrument in accordance with ASC 480 as the Company will be issuing a variable number of shares upon exercised by the holders of the Purchase Warrants, and at inception, the obligation’s monetary value is based solely on a fixed monetary amount of $5,000,000 known at inception.

~~The~~On December ~~Company~~12, ~~records~~2025, the ~~fair~~Company ~~value~~closed ~~of the Purchase Warrants as~~ a ~~derivative~~registered ~~liability~~direct atoffering ~~inception~~with ~~and~~certain ~~recognized~~institutional ~~the~~investors ~~changes~~for in the ~~values~~purchase ofand ~~these~~sale ~~instruments in the unaudited condensed~~of ~~consolidated~~250,000 ~~statements~~shares of ~~operations~~its ~~and~~common ~~comprehensive~~stock, ~~loss~~resulting ~~as “change~~ in ~~fair~~net ~~value~~proceeds of ~~derivative liabilities”. For the three months ended September 30~~$2, ~~2025 and 2024~~160,000, ~~the~~after ~~change~~deducting inoffering-related ~~fair~~costs ~~value~~ of ~~derivative liabilities amounted to~~ $~~416~~340,~~173 and $0, respectively~~000.

~~The fair value of the warrants issued to Alumni~~Common Capital which was determined on grant dates by using the Black Scholes model using the following assumptions: (1) expected volatility of 160.20% to 171.88%, (2) risk-free interest rate of 3.52% to 4.37%, (3) expected life of 2.1 years to 2.8 years, (4) exercise price of $1.17 to $5.15 and (5) stock ~~price of $1.08 to $19.50 on grant date, the date of which the warrants were~~ issued. ~~Based~~for onacquiring ~~above~~intangible ~~assumption, the fair value of the warrants were estimated to be $2,687,863.~~assets

~~The fair value of the warrants issued to Alumni~~- ~~Capital~~Credilab ~~which was determined on June 30, 2025 by using the Black Scholes model using the following assumptions: (1) expected volatility of 162~~Sdn.~~92%~~ ~~to 167~~Bhd.~~27%,~~ ~~(2) risk-free~~Bhd ~~interest rate of 3.71%,~~ (3“CLSB”) expected life of 2.3 years, (4) exercise price of $1.20 to $2.05 and (5) stock price of $1.10 on June 30, 2025. Based on above assumption, the fair value of the warrants were estimated to be $383,886.

~~The fair value of the warrants issued to Alumni~~On ~~Capital which was determined on~~ September 3020, ~~2025~~2024, ~~by using~~ the ~~Black~~Company ~~Scholes~~entered ~~model~~into ~~using~~a ~~the~~Partnership ~~following~~Agreement ~~assumptions:~~with ~~(1) expected volatility of 162~~CLSB.~~53%,~~ ~~(2) risk-free~~Under ~~interest~~the ~~rate~~terms of ~~3.60%,~~ ~~(3) expected~~the ~~life of 2.0 years~~Agreement, ~~(4) exercise price~~the ofCompany ~~$0.65 to $1.10~~ and ~~(5) stock~~CLSB will ~~price~~establish ofa ~~$1.13 on~~strategic ~~September~~partnership ~~30,~~to ~~2025.~~leverage ~~Based~~their onrespective ~~above~~core ~~assumption~~competencies, ~~the~~resources, ~~fair~~and ~~value~~market ofexpertise ~~the warrants~~to ~~were~~drive ~~estimated~~mutual benefits toand ~~be $1,037,695~~growth.

27As 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.

~~TREASURE~~The ~~GLOBAL~~Company ~~INC~~has ~~AND~~sole ~~SUBSIDIARIES~~discretion to choose whether to make the payment in cash and/or the equivalent value in the Company’s common stock. On September 20, 2024, the Company issued 2,000 shares of its common stock equivalent to $1,380,000 to CLSB for software development. Upon completion of the software development, the Company will make the remaining payment of $620,000 in cash and/ or the equivalent value in the Company’s common stock. As of December 31, 2025 and June 30, 2025, the Company has offset $620,000 of the Collaboration deposits balance to CLSB against the remaining payment.

~~NOTES~~- Octagram TOInvestment ~~THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Limited

~~Warrants~~On October ~~outstanding~~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. The company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. On March 25, 2025, the Company and OCTA amended the Partnership Agreement to increase the total service fee to $6,500,000, to be settled by issuing shares of the Company at a price equal to the volume-weighted average price (VWAP) over the thirty (30) trading days immediately preceding the payment date, or such other price as may be mutually agreed. As of ~~September~~December 31, 2025 and June 30, 2025, the Company had issued 7,462 shares of its common stock to OCTA at a weighted ~~are~~average asprice ~~follows:~~of $565.0 per share.

	Shares			Weighted Average Exercise Price*			Weighted Average Remaining Contractual Term (Years)
Outstanding at June 30, 2024		28		$	17,857			3.1
Granted		260,671			4.50			2.6
Adjustment*		399,215			(2.79	)
Exercised		(196,248	)		-			-
Outstanding at June 30, 2025		463,666			1.71			2.3
Granted		267,308			1.31			2.1
Adjustment*		452,007			(0.60	)
Outstanding at September 30, 2025 (Unaudited)		1,182,981		$	0.97			2.0

- V Gallant Sdn Bhd

*On ~~Adjustment~~October ~~reflects~~29, 2024, the ~~change~~Company entered into a certain service agreement (the “Agreement”) with V GALLANT SDN BHD (“V Gallant”), a private company incorporated in Malaysia. Pursuant to the ~~number~~Agreement, ofthe ~~shares~~Company ~~issuable~~engaged ~~under~~V Gallant for its generative AI solutions and AI digital human technology services (the ~~Purchase~~“Services”) ~~Warrant~~in ~~issued~~accordance with the terms and conditions therein. The Company agreed to ~~Alumni~~pay ~~Capital~~V ~~due~~Gallant a total consideration of USD 16,000,000 to V Gallant and/or its nominees for the ~~contractual~~Services ~~pricing~~and ~~mechanism~~all ~~based~~associated onhardware ~~outstanding~~and ~~shares~~software under the Agreement. ~~Upon~~The ~~any~~Services ~~such~~under ~~price-based~~this ~~adjustment~~Agreement tocommenced ~~the~~on ~~exercise~~October ~~price~~29, 2024, and were valid until December 31, 2025, unless the ~~number~~Agreement was ofmutually ~~shares~~terminated ~~issuable~~or ~~upon~~extended ~~exercise~~in ofwriting or terminated by either the ~~warrants~~Company ~~will~~or beV ~~adjusted~~Gallant ~~proportionally~~due to any breach or default of this Agreement, as the case may be.

~~Exercised~~On March 28, 2025, the Company and VGallant amended the Agreement to clarify the payment structure and to reflect the valuation of ~~Alumni~~shares more ~~Capital~~accurately. ~~warrants~~Under the amended terms, the Company has sole discretion to settle the service fees in cash and/or through the issuance of shares. The fees are to be paid in two tranches: (i) a down payment of $8,000,000 upon execution of the Agreement, and (ii) the remaining $8,000,000 in twelve equal monthly installments commencing January 31, 2025. If paid in shares, the number of shares issued shall be based on the volume-weighted average price (VWAP) of the Company’s shares over the thirty (30) trading days immediately preceding the payment date or as otherwise mutually agreed. As of December 31, 2025 and June 30, 2025, the Company had issued 21,523 shares of its common stock to V Gallant at a weighted average price of $548.8 per share.

On June 5, 2025, Alumni Capital exercised the Alumni Capital warrants to purchase 50,000 shares of the Company’s common stock at an exercise price of $1.27 per share generating gross proceeds of $63,567 to the Company.28

~~On June 5, 2025, Alumni Capital exercised the~~TREASURE ~~Alumni~~GLOBAL ~~Capital~~INC ~~warrants~~AND ~~on “cashless” basis while the Company’s had issued 145,757 shares of the Company’s common stock to Alumni Capital.~~SUBSIDIARIES

~~Upon exercise of above-mentioned warrants, the~~NOTES ~~Company~~TO ~~reduced~~THE ~~the~~UNAUDITED ~~fair~~CONSOLIDATED ~~value~~FINANCIAL ~~of Alumni Capital warrants and increased the additional paid in capital by $249,424.~~STATEMENTS

~~Employee~~- Myviko ~~stock~~Holding ~~compensation~~Sdn. Bhd.

InOn November ~~June~~10, ~~2024~~2025, the Company ~~executed~~entered ~~executive~~into ~~employment agreements~~a service agreement (the “~~Employment~~Digital ~~Agreements~~Service Agreement”) with ~~three~~Myviko ~~individuals,~~Holding ~~appointing them as the Company’s executive officers~~Sdn. ~~Under~~ ~~the~~Bhd. ~~terms~~(“Myyiko”) ofto ~~the~~provide ~~Employment~~services ~~Agreements,~~related ~~each~~to ~~executive~~a ~~officer~~digital iscurrency ~~entitled~~wallet toand ~~receive~~exchange aplatform, ~~predetermined~~pursuant ~~monetary~~to ~~value~~which of the Company’s ~~common~~agreed ~~stock~~to aspay ~~annual~~a ~~compensation~~total ~~for~~service ~~the~~fee ~~first~~of ~~year~~$5, ~~with stock compensation for subsequent years contingent upon performance~~000,000. ~~The stock~~Upon ~~compensation~~execution isof ~~prorated~~the onDigital aService ~~monthly~~Agreement, ~~basis~~the ~~and~~Company iswas ~~subject~~required to ~~the~~pay ~~restrictions~~aggregate service fees of ~~Securities~~up ~~Act~~to ~~Rule~~$3,500,000 ~~144.~~through ~~For~~a ~~the~~combination ~~three~~of ~~months ended~~cash ~~September~~and 30equity consideration, ~~2025~~including ~~and~~an ~~2024,~~initial ~~the~~cash ~~Company~~payment ~~recognized~~of $50100,000 (or ~~and~~such $0other inlawful ~~stock-based~~currency, ~~compensation~~as ~~expense~~applicable). ~~attributable~~As toof ~~the~~December ~~Employment Agreement~~31, ~~respectively~~2025, inthe ~~general~~Company ~~and~~had ~~administrative~~paid ~~expense,~~cash ~~respectively.~~consideration As of ~~September 30~~$1, ~~2025 and June 30~~199,393 ~~2025, 70,946~~ and ~~33,816~~issued 154,545 shares of the Company’s common stock ~~had been issued~~ to ~~the~~Myyiko, ~~executive~~with ~~officers~~an inaggregate ~~settlement~~fair value of ~~the~~approximately ~~vested stock compensation~~$3, ~~respectively~~400,000.

~~Non~~-~~employee~~ Nexe ~~stock~~Cloud ~~compensation~~Limited.

On October ~~August 1~~22, 2025, the Company entered into aan ~~Consultant~~agreement ~~Service Agreement~~ with ~~Mr.~~Nexe ~~Tan~~Cloud ~~Wei~~Limited ~~Sheng~~ (the “~~Consultant~~Nexe”), pursuant to which ~~the~~Nexe ~~Consultant~~agreed to ~~will~~sell ~~provide~~and ~~strategic~~deliver ~~advisory~~an ~~services~~AI ~~related~~server to the Company’s ~~capital~~for ~~market~~a ~~activities,~~total ~~investor~~purchase ~~engagement,~~price ~~and~~of ~~business strategies~~$750,000. Under the ~~terms~~agreement, ofNexe is responsible for supplying the ~~agreement~~AI server and related documentation, while the ~~Consultant~~ Company is ~~entitled~~responsible tofor ainspection, ~~monthly~~installation, ~~fee~~and integration of the server into its operations. The purchase price consists of $25280,000. Inpayable ~~connection~~in ~~with~~cash and the ~~agreement~~remaining balance of $470,000 ~~the~~to ~~Company~~be ~~issued~~satisfied through ~~20,008~~the ~~shares~~issuance and allotment of ~~its~~the Company’s common stock. toAs of December 31, 2025, the ~~Consultant~~ asCompany had paid cash consideration of ~~for~~$280,000 ~~the~~and ~~advisory~~issued ~~services~~26,112 ~~rendered~~shares ~~for~~of the ~~period~~Company’s common stock to Nexe with an aggregate fair value of ~~August~~approximately ~~2025~~of $470,000.

28Warrants

~~TREASURE~~- Issuance ~~GLOBAL~~of ~~INC~~Alumni ~~AND~~Capital ~~SUBSIDIARIES~~warrants

~~NOTES~~In consideration TOfor Alumni Capital’s ~~THE~~execution ~~UNAUDITED~~and ~~CONSOLIDATED~~performance ~~FINANCIAL~~under the Purchase Agreement, the Company issued to Alumni Capital ~~STATEMENTS~~a purchase warrant dated October 10, 2024 for a term of three (3) years (the “Purchase Warrant”), 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 Warrant. 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. In addition, the Alumni Capital warrants are exercisable on a “cashless” basis if at any time there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Alumni Capital warrants share by Alumni Capital.

~~Note~~As of ~~14 –~~December ~~Income~~31, ~~taxes~~2025, Alumni Capital had purchased approximately $18.8 million worth of the Company’s common stock, totaling 644,956 shares. In connection with these purchases, as of December 31, 2025, the Company had outstanding warrants held by Alumni Capital to purchase up to 477,540 shares of the Company’s common stock (as adjusted, and subject to further adjustment), at a weighted-average exercise price of $5.07 per share (as adjusted, and subject to further adjustment), which expire on October 10, 2027. Both the exercise price and the number of shares issuable upon exercise of the warrant (as adjusted, and subject to further adjustment) are determined based on the contractual arrangement described above, whereby the exercise price is calculated using a fixed valuation of $5,000,000 divided by the number of outstanding shares at the time of exercise. The Purchase Warrants are being classified as liability instrument in accordance with ASC 480 as the Company will be issuing a variable number of shares upon exercised by the holders of the Purchase Warrants, and at inception, the obligation’s monetary value is based solely on a fixed monetary amount of $5,000,000 known at inception.

The ~~United~~Company ~~States~~records the fair value of the Purchase Warrants as a derivative liability at inception and ~~foreign~~recognized ~~components~~the changes in the values of ~~income~~these instruments in the unaudited condensed (consolidated statements of operations and comprehensive loss) ~~before~~as ~~income~~“change ~~taxes~~in ~~were~~fair ~~comprised~~value of derivative liabilities”. For the three ~~following:~~months ended December 31, 2025 and 2024, the gain from change in fair value of derivative liabilities amounted to $4,632,913 and $0, respectively. For the six months ended December 31, 2025 and 2024, the gain from change in fair value of derivative liabilities amounted to $4,216,740 and $0, respectively.

	For the three months ended
	September 30,
	2025			2024
Tax jurisdictions from:	(Unaudited)			(Unaudited)
- Local – United States	$	(717,481	)	$	(776,425	)
- Foreign – Malaysia		(1,416,423	)		(162,891	)
Loss before income tax	$	(2,133,904	)	$	(939,316	)

~~The~~TREASURE GLOBAL ~~provision~~INC ~~for~~AND ~~income taxes consisted of the following:~~SUBSIDIARIES

	For the three months ended
	September 30,
	2025		2024
Tax jurisdictions from:	(Unaudited)		(Unaudited)
- Local – United States	$	-	$	11,391
- Foreign – Malaysia		-		-
Provision for income taxes	$	-	$	11,391

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~United~~The ~~States~~fair value of ~~America~~the warrants issued to Alumni Capital which was determined on grant dates by using the Black Scholes model using the following assumptions: (1) expected volatility of 160.20% to 182.34%, (2) risk-free interest rate of 3.52% to 4.37%, (3) expected life of 1.8 years to 2.8 years, (4) exercise price of $23.37 to $103.00 and (5) stock price of $22.60 to $390.00 on grant date, the date of which the warrants were issued. Based on above assumption, the fair value of the warrants on grant date were estimated to be $5,331,798.

~~TGL was incorporated in the State of Delaware~~As ~~and is subject to the tax laws~~ of ~~the~~June ~~United States of America. As of September~~ 30, 2025, ~~the~~The ~~operations~~fair invalue ~~the United States~~ of ~~America incurred~~the ~~$17,274,167~~warrants ofissued ~~cumulative~~to ~~net~~Alumni ~~operating~~Capital ~~losses~~was ~~which~~determined ~~can~~by beusing ~~carried~~the ~~forward~~Black ~~indefinitely~~Scholes tomodel ~~offset~~using ~~future~~the ~~taxable income and~~following ~~can~~assumptions: be(1) expected ~~used~~volatility of 162.92% to ~~offset~~167.27%, up(2) risk-free tointerest 80rate of 3.71%, (3) expected life of 2.3 years, ~~taxable~~(4) exercise ~~income~~price ~~for~~of ~~losses~~$24.00 ~~arising~~to in$41.00 and ~~tax~~(5) stock ~~years~~price ~~beginning~~of ~~after~~$1.10 on June 30, ~~2023~~2025. ~~The deferred tax valuation~~ ~~allowance~~Based ason ofabove ~~September 30~~assumption, ~~2025~~the ~~and~~fair ~~June~~value ~~30,~~of ~~2025~~the warrants were ~~$3,627,573~~estimated ~~and~~to be $3383,~~270,173, respectively~~886.

~~TGL~~The fair ~~also~~value ~~subject~~of tothe ~~controlled~~warrants ~~foreign~~issued ~~corporations Subpart~~to FAlumni ~~income~~Capital ~~(“Subpart~~which ~~F”)~~was ~~tax,~~determined ~~which~~on isDecember a31, ~~tax~~2025 ~~primarily~~by onusing ~~passive~~the ~~income~~Black ~~from~~Scholes ~~controlled~~model ~~foreign~~using the ~~corporations~~following ~~with~~assumptions: ~~a tax~~(1) expected ~~rate~~volatility of ~~35%~~182. ~~In addition~~3%, ~~the Tax Cuts and Jobs Act imposed a global intangible low-taxed income~~ (~~“GILTI”~~2) ~~tax, which is a tax on certain off~~ risk-~~shore~~free ~~earnings~~interest ~~at an effective~~ rate of 103.547%, ~~for~~(3) expected life ~~tax~~ of 1.8 years, (~~50%~~4) exercise ~~deduction~~price of ~~the~~$5.10 ~~current~~and ~~enacted tax rate of 21%~~(5) ~~with a partial offset for~~ ~~80%~~stock ~~foreign~~price ~~tax~~of ~~credits~~$6. ~~If the foreign tax rate is~~ 13~~.125%~~ on orDecember ~~higher~~31, ~~there~~2025. ~~will~~Based beon above noassumption, ~~U.S.~~the ~~corporate~~fair ~~tax~~value ~~after~~of the ~~80%~~ ~~foreign~~warrants ~~tax~~was ~~credits~~estimated ~~are~~to ~~applied~~be $2,349,273.

~~For~~Warrants outstanding ~~the~~as ~~three~~of ~~months~~December ~~ended September 30~~31, 2025 ~~and~~ ~~2024, the Company’s foreign subsidiaries did not generate any income that~~ are ~~subject~~as ~~to Subpart F tax and GILTI tax.~~follows:

Malaysia

	Shares			Weighted Average Exercise Price*			Weighted Average Remaining Contractual Term (Years)
Outstanding at June 30, 2024		1		$	357,140			3.1
Granted		13,034			90			2.6
Adjustment*		19,961			(55.8	)
Exercised		(9,812	)		38.6			-
Outstanding at June 30, 2025		23,184			34.2			2.3
Granted		363,732			6.7			1.8
Adjustment*		389,947			(3.2	)
Exercised		(299,323	)		5.6
Outstanding at December 31, 2025 (Unaudited)		477,540		$	5.1			1.8

~~TADAA~~* ~~Technologies~~Adjustment ~~and~~reflects ~~TADAA~~the ~~Ventures~~change ~~are governed~~in by the ~~income~~number ~~tax laws~~ of ~~Malaysia~~shares ~~and~~issuable under the ~~income~~Purchase ~~tax~~Warrant ~~provision~~issued into ~~respect~~Alumni ofCapital ~~operations~~due into ~~Malaysia is calculated at~~ the ~~applicable~~ ~~tax~~contractual ~~rates~~pricing onmechanism ~~the taxable income for the periods~~ based on ~~existing~~outstanding ~~legislation, interpretations and practices in respect thereof~~shares. ~~Under~~Upon ~~the~~any ~~Income~~such ~~Tax~~price-based ~~Act~~adjustment ~~of Malaysia, enterprises that incorporated in Malaysia are usually subject~~ to athe ~~unified 24% enterprise~~exercise ~~income tax rate while preferential tax rates~~price, ~~tax~~the ~~holidays~~number ~~and~~of ~~even~~shares ~~tax~~issuable ~~exemption~~upon ~~may~~exercise ~~be granted on case-by-case basis. As~~ of ~~September 30, 2025,~~ the ~~operations~~warrants inwill ~~the Malaysia incurred $23,936,096 of cumulative net operating losses which can~~ be ~~carried~~ ~~forward~~adjusted for a maximum period of ten consecutive years to offset future taxable income. The deferred tax valuation allowance as of September 30, 2025 and June 30, 2025 were $5,744,663 and $5,404,721, respectively.proportionally

29Exercised of Alumni Capital warrants

~~TREASURE~~On June ~~GLOBAL~~5, ~~INC~~2025, ~~AND~~Alumni ~~SUBSIDIARIES~~Capital exercised the Alumni Capital warrants to purchase 2,500 shares of the Company’s common stock at an exercise price of $1.27 per share generating gross proceeds of $63,567 to the Company.

~~NOTES~~On June TO5, ~~THE~~2025, ~~UNAUDITED~~Alumni ~~CONSOLIDATED~~Capital ~~FINANCIAL~~exercised the Alumni Capital warrants on “cashless” basis while the Company’s had issued ~~STATEMENTS~~7,288 shares of the Company’s common stock to Alumni Capital.

~~The~~On December ~~following~~8, ~~table~~2025, ~~sets~~Alumni ~~forth~~Capital exercised the ~~significant components~~Alumni Capital warrants to purchase 150,000 shares of the ~~aggregate~~Company’s ~~deferred~~common stock ~~tax~~at ~~assets~~an weighted average exercise price of ~~the~~$9.05 ~~Company~~per asshare generating gross proceeds of: $1,357,577 to the Company.

	As of September 30, 2025			As of June 30, 2025
	(Unaudited)
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	3,627,575		$	3,270,173
Net operating loss carry forwards in Malaysia		5,744,663			5,404,721
Allowance for credit losses		261,216			261,186
Long-live assets impairment		4,098,634			4,098,634
Change in fair value of derivative liabilities		(294,157	)		(381,553	)
Less: valuation allowance*		(13,437,931	)		(12,653,161	)
Deferred tax assets	$	-		$	-

On December 11, 2025, Alumni Capital exercised the Alumni Capital warrants on “cashless” basis while the Company’s had issued 149,323 shares of the Company’s common stock to Alumni Capital.

*Upon ~~Change~~exercise inof ~~valuation~~above-mentioned ~~allowance~~warrants, ~~was~~the ~~amounted~~Company toreduced the fair value of Alumni Capital warrants and increased the additional paid in capital by $~~784~~249,~~770~~424 and $~~207~~4,~~058~~614,985 for the ~~three~~year ~~months~~ ended ~~September~~ June 30, 2025 and ~~2024~~for the six months ended December 31, 2025, respectively.

~~Uncertain~~Stock-based ~~tax positions~~compensation

~~The~~-Restricted Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of September 30, 2025 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the three months ended September 30, 2025 and 2024.stock

~~Note~~In ~~15 –~~October ~~Concentrations~~2025, the Company adopted its 2025 Equity Incentive Plan (“EIP”) to attract, retain, and motivate key employees, officers, directors, and consultants by providing equity-based incentives aligned with the interests of ~~risks~~the Company’s stockholders.

~~(a) Major customers~~30

~~For the three months ended September 30, 2025, no~~TREASURE ~~customer~~GLOBAL ~~accounted~~INC ~~for~~AND ~~10.0% or more of the Company’s total revenues. For the three months ended September 30, 2024, one customer accounted for approximately 16.6% of the Company’s total revenues~~SUBSIDIARIES

~~As of September 30, 2025, two customers account for approximately 77.6%~~NOTES ~~and~~TO ~~21.1%~~THE ofUNAUDITED ~~the~~CONSOLIDATED ~~total~~FINANCIAL ~~balance of accounts receivable, respectively. As of June 30, 2025, one customers account for approximately 92.3% of the total balance of accounts receivable, respectively.~~STATEMENTS

As of December 31, 2025, the Company had executed various executive employment agreements (bthe “Employment Agreements”) ~~Major~~with ~~vendors~~certain individuals, pursuant to which such individuals were appointed as the Company’s executive officers. Under the terms of the Employment Agreements, each executive officer is entitled to receive a predetermined monetary value of the Company’s common stock as annual compensation for a period of 12 or 24 months, with stock compensation for subsequent years contingent upon performance.

~~For~~The 2025 EIP provides for the ~~three~~grant ~~months~~of ~~ended~~restricted ~~September~~stock ~~30,~~awards ~~2025,~~(“Restricted ~~one~~Stock ~~vendors~~Awards”) ~~accounted~~to ~~for~~certain ~~approximately 99~~officers and key employees.9% Restricted Stock Awards generally vest either immediately or over 12 to 24 months service period, on a straight-line basis. As of December 31, 2025, 36,279 shares of the Company’s ~~total~~common ~~purchases.~~stock ~~For~~issued pursuant to Restricted Stock Awards are legally issued and outstanding on the ~~three~~grant ~~months~~date ~~ended~~but ~~September~~are ~~30,~~subject ~~2024,~~to service-based vesting conditions. ~~one~~For ~~vendors~~certain ~~accounted~~awards, ~~for~~shares ~~approximately~~vest 99ratably over 12 months and only the unvested portion is subject to forfeiture upon termination.9% For other awards, all shares remain subject to forfeiture until completion of ~~the~~a ~~Company’s~~24-month ~~total~~service ~~purchases~~requirement.

AsThe ofgrant-date ~~September~~fair ~~30,~~value ~~2025, three vendors accounted~~of ~~for approximately~~Restricted ~~46.7%,~~Stock Awards ~~20.9%,~~is ~~and~~determined ~~15.1%~~based ofon the ~~total~~closing ~~balance~~market ofprice ~~accounts payable. As~~ of ~~June~~the ~~30,~~Company’s ~~2025,~~common ~~three~~stock ~~vendors accounted~~on ~~for approximately 46.7%, 20.9%, and 15.1% of~~ the ~~total~~date ~~balance~~ of ~~accounts payable~~grant.

30The Company’s Restricted Stock Award activity for the six months ended December 31, 2025 was as follows:

TREASURE GLOBAL INC AND SUBSIDIARIES

	Shares			Weighted Average Grant Date Fair Value per Share
Outstanding as of June 30, 2025		-		$	-
Granted		36,279			17.69
Vested		(23,039	)		18.42
Forfeited		-			-
Outstanding as of December 31, 2025 (Unaudited)		13,240		$	16.42

~~NOTES~~-Fixed TOValue ~~THE~~Equity ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Awards

~~(c)~~The ~~Credit~~Company ~~risk~~issues fixed value equity awards to certain employees as a part of their compensation package. These awards are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest monthly over the service period. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting period. For the six months ended December 31, 2025, 23,478 shares of the Company’s common stock were issued to employees in settlement of such liabilities. As of December 31, 2025, $116,462 was recorded in other payables and accrued liabilities, representing the unpaid portion of the outstanding awards.

~~Financial~~On ~~instruments~~August ~~that~~1, ~~potentially~~2025, ~~subject~~ the Company toentered ~~significant~~into ~~concentrations~~a Consultant ofService ~~credit~~Agreement ~~risk~~with ~~consist~~a ~~primarily~~third ofparty ~~cash.~~to Asprovide ofstrategic ~~September~~advisory ~~30,~~services. ~~2025~~As ~~and~~amended ~~June~~on 30November 1, 2025, ~~$1,250,110 and~~the Consultant ~~$236,657~~is ~~were~~entitled ~~deposited~~to ~~with~~monthly ~~financial~~compensation ~~institutions~~of or$25,000, ~~fund~~payable ~~received~~partly ~~from~~in ~~customer~~cash ~~being~~and ~~held~~partly in ~~third~~the ~~party platform~~Company’s ~~fund~~common ~~account,~~stock. The stock-based ~~$87,494~~portion ~~and~~represents ~~$31,115~~a offixed ~~these~~dollar ~~balances~~amount ~~are~~settled ~~not~~in ~~covered~~a byvariable ~~deposit~~number ~~insurance,~~of ~~respectively.~~shares ~~While~~determined ~~management~~based ~~believes~~on ~~that~~the ~~these~~thirty-day ~~financial~~volume-weighted average ~~institutions~~price ~~are~~preceding ofmonth-end. ~~high~~The ~~credit~~shares ~~quality,~~are itissued ~~also~~as ~~continually~~restricted ~~monitors~~securities ~~their~~under ~~credit~~Rule ~~worthiness~~144.

~~Financial~~Consistent ~~instruments~~with ~~that~~the ~~are~~Company’s ~~potentially~~policy ~~subject~~for tofixed ~~credit~~value ~~risk~~equity ~~consist~~awards ~~principally~~under ofASC ~~accounts~~718, ~~receivable~~the ~~and~~stock-based ~~other~~portion ~~receivables.~~is ~~The~~accounted ~~Company~~for ~~believes~~as ~~the~~a ~~concentration~~liability-classified ofaward. ~~credit~~Compensation ~~risk~~expense inis ~~its~~recognized ~~accounts~~as ~~receivable~~services ~~and~~are ~~other~~rendered, ~~receivables~~with isa ~~substantially~~corresponding ~~mitigated~~liability byrecorded ~~its~~in ~~ongoing~~other ~~credit~~payables ~~evaluation process~~ and ~~relatively~~accrued ~~short collection terms~~liabilities. ~~The~~During ~~Company~~the six ~~does~~months ~~not~~ended ~~generally~~December ~~require~~31, ~~collateral~~2025, ~~from~~the ~~customers. The~~ Company ~~evaluates~~issued ~~the~~2,918 ~~need~~shares ~~for~~in anpartial ~~provision~~settlement ~~for estimated~~of ~~credit~~this ~~losses~~obligation. ~~based~~As ~~upon~~of ~~factors~~December ~~surrounding~~31, ~~the~~2025, $69,395 ~~credit~~remained ~~risk~~recorded ofin ~~specific~~other ~~customers,~~payables ~~historical trends~~ and ~~other~~accrued ~~information~~liabilities.

~~(d)~~For ~~Exchange~~the ~~rate~~three ~~risk~~and six months ended December 31, 2025, the Company recognized $787,227 and $887,227 in stock-based compensation expense, respectively in general and administrative expense, respectively. For the three and six months ended December 31, 2024, the Company recognized $70,000 and $140,000 in stock-based compensation expense, respectively.

~~The~~Common ~~Company~~stock ~~cannot~~issued ~~guarantee that the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit~~ for ~~two~~prepaid ~~comparable~~consulting periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.fee

~~Note~~On 16October –21, ~~Leases~~2025 and October 27, 2025, the Company entered into service agreements with WeShare Management Sdn. Bhd. (“WeShare”) and Astute All Advisory Ltd. (“Astute”), respectively, pursuant to which WeShare and Astute agreed to provide management consultancy, business strategy, and advisory services to the Company. The WeShare agreement has a two-year term beginning October 21, 2025, and the Astute agreement has a 24-month term beginning October 27, 2025. The service fees under each agreement consist of total consideration of $1,500,000, payable through the issuance of the Company’s common stock. As of December 31, 2025, the Company had issued 83,334 and 88,236 shares to Astute and WeShare, respectively with an aggregate fair value of $1,500,000 for each agreement.

~~As of September 30, 2025 and June 30, 2025, the Company has engaged in multiple offices leases which were classified as operating leases.~~31

~~The Company occupies various offices under operating~~TREASURE ~~lease~~GLOBAL ~~agreements~~INC ~~with~~AND a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.SUBSIDIARIES

~~The Company’s lease agreements do not contain~~NOTES ~~any~~TO ~~material~~THE ~~residual~~UNAUDITED ~~value~~CONSOLIDATED ~~guarantees~~FINANCIAL ~~or material restrictive covenants.~~STATEMENTS

~~The Company recognized lease expense on a straight-line~~Note ~~basis~~14 – ~~over~~Income ~~the lease term for operating lease.~~taxes

~~Operating~~The United ~~lease~~States ~~expense~~and ~~for~~foreign ~~the~~components ~~three~~of ~~months~~income ~~ended September~~(loss) ~~30,~~before ~~2025~~income ~~and~~taxes ~~2024~~ were ~~$13,673,~~comprised ~~and~~of ~~$9,217,~~the ~~respectively.~~following:

As of September 30, 2025 and June 30, 2025, the weighted-average lease term is 2.0 and 2.3 years for the remaining leases, respectively. Weighted-average discounted rated related to leases were 6.0% as of September 30, 2025 and June 30, 2025, respectively.

	For the three months ended						For the six months ended
	December 31,						December 31,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Tax jurisdictions from:
- Local – United States	$	(2,646,349	)	$	(229,775	)	$	(3,363,830	)	$	(1,006,200	)
- Foreign – Malaysia		(363,514	)		6,883			(1,779,937	)		(156,008	)
Loss before income tax	$	(3,009,863	)	$	(222,892	)	$	(5,143,767	)	$	(1,162,208	)

The ~~Company’s lease agreements do not contain~~ ~~any~~provision ~~material~~for ~~residual~~income ~~value~~taxes ~~guarantees~~consisted ~~or material restrictive covenants. The Company’s lease liabilities under the remaining operating leases as~~ of ~~September 30, 2025 for~~ the ~~next five years is as follows~~following:

	September 30, 2025
	For the three months ended					For the six months ended
2026	$	53,390
	December 31,					December 31,
2027		69,408
	2025			2024		2025		2024
2028		-
	(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)
Total undiscounted lease payments		122,798
Tax jurisdictions from:
Less imputed interest		(7,452	)
- Local – United States	$	100,000		$	9,440	$	100,000	$	20,831
Total lease liabilities	$	115,346
- Foreign – Malaysia		-			-		-		-
Provision for income tax	$	100,000		$	9,440	$	100,000	$	20,831

31United States of America

~~TREASURE~~TGL ~~GLOBAL~~was ~~INC~~incorporated ~~AND~~in ~~SUBSIDIARIES~~the State of Delaware and is subject to the tax laws of the United States of America. As of December 31, 2025, the operations in the United States of America incurred $27,250,114 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income and can be used to offset up to 80% of taxable income for losses arising in tax years beginning after June 30, 2023. The deferred tax valuation allowance as of December 31, 2025 and June 30, 2025 were $5,722,524 and $3,270,173, respectively.

~~NOTES~~TGL also TOsubject ~~THE~~to ~~UNAUDITED~~controlled ~~CONSOLIDATED~~foreign ~~FINANCIAL~~corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income ~~STATEMENTS~~from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain offshore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied.

~~Note~~For the 17three –and ~~Segment~~six ~~information~~months ended December 31, 2025 and 2024, the Company’s foreign subsidiaries did not generate any income that is subject to Subpart F tax and GILTI tax.

The Company’s operating segments have been identified based on the way management organizes the business by the nature of services provided to customers and how the Chief Operating Decision Maker (“CODM”) manages the business and allocates resources. The CODM for the Company is its Chief Executive Officer. The Company has two reportable segments: (i) payment processing and e-commerce operation in its ZCITY platform, and (ii) customized software development service.Malaysia

~~The~~TADAA ~~accounting~~Technologies ~~policies~~and ~~applied~~TADAA toVentures ~~each~~are ~~segment~~governed ~~are~~by ~~consistent~~the ~~with~~income ~~those~~tax ~~described~~laws inof Malaysia and the ~~summary~~income tax provision in respect of ~~significant~~operations ~~accounting~~in ~~policies.~~Malaysia ~~The~~is ~~Company~~calculated ~~evaluates~~at ~~segment~~the ~~performance~~applicable ~~based~~tax rates on ~~profit~~the ortaxable ~~loss~~income ~~from~~for ~~operations~~the ~~before~~periods ~~income~~based ~~taxes.~~on ~~Intersegment~~existing ~~sales~~legislation, interpretations and ~~transfers~~practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are ~~accounted~~usually ~~for~~subject asto ifa unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of December 31, 2025, the ~~transactions~~operations ~~were~~in the Malaysia incurred $24,299,608 of cumulative net operating losses which can be carried forward for a maximum period ~~made~~of ten ~~with~~consecutive ~~third~~years to ~~parties~~offset future taxable income. The deferred tax valuation allowance as of December 31, ~~using~~2025 ~~current~~and ~~market~~June 30, ~~prices~~2025 were $5,831,906 and $5,404,721, respectively.

The Company’s reportable segments represent strategic business units that offer different products and services and are managed separately due to their distinct operational and marketing requirements.32

~~The following tables summarize the Company’s~~TREASURE ~~segment~~GLOBAL ~~information~~INC ~~for~~AND ~~the three months ended September 30, 2025 and 2024.~~SUBSIDIARIES

	For the Three Months Ended September 30, 2025
	ZCITY Platform			Customized Software development service		Total
Revenue from external customers	$	182,527		$	-	$	182,527
Less:
Cost of revenue		181,241			-		181,241
Segment gross profit	$	1,286		$	-		1,286
Less:
Advertising		17,985			-		17,985
Payment transaction fee		2,490			-		2,490
Other marketing expense		397			-		397
Salaries		134,050			-		134,050
Depreciation and amortization		33,374			-		33,374
Office expense		34,628			-		34,628
Research and development		777,973					777,973
Interest expense		676			-		676
Segment (loss) income		(1,000,287	)		-		(1,000,287	)
Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							103,605
D&O insurance							16,667
Stock based compensation							100,000
Other corporate expenses							497,172
Change in fair value of derivative liabilities							416,173
Net loss before income taxes						$	(2,133,904	)

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

32The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

TREASURE GLOBAL INC AND SUBSIDIARIES

	As of December 31, 2025			As of June 30, 2025
	(Unaudited)
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	5,722,524		$	3,270,173
Net operating loss carry forwards in Malaysia		5,831,906			5,404,721
Allowance for credit losses		667,822			261,186
Long-live assets impairment		4,738,058			4,098,634
Change in fair value of derivative liabilities		(1,267,068	)		(381,553	)
Less: valuation allowance*		(15,693,242	)		(12,653,161	)
Deferred tax assets	$	-		$	-

~~NOTES~~* TOChange ~~THE~~in ~~UNAUDITED~~valuation ~~CONSOLIDATED~~allowance ~~FINANCIAL STATEMENTS~~was amounted to $3,040,081 and $272,437 for the six months ended December 31, 2025 and 2024, respectively.

	For the Three Months Ended September 30, 2024
	ZCITY Platform			Customized Software development service		Total
Revenue from external customers	$	207,371		$	-	$	207,371
					-
Less:					-
Cost of revenue		35,199			-		35,199
Segment gross profit		172,172			-		172,172
Less:
Advertising		65,536			-		65,536
Payment transaction fee		10,255			-		10,255
Other marketing expense		1,955			-		1,955
Salaries		268,006			-		268,006
Depreciation and amortization		333,172			-		333,172
Office expense		10,086			-		10,086
Research and development		47,209			-		47,209
Unrealized holding loss on marketable securities		127,507			-		127,507
Interest expense		1,511			-		1,511
Segment loss	$	(693,065	)	$	-		(693,065	)
Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							157,732
D&O insurance							18,519
Stock based compensation							70,000
Other corporate expenses							-
Net loss before income taxes						$	(939,316	)

Uncertain tax positions

~~Other~~The Company ~~Significant~~evaluates ~~Items:~~each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2025 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the six months ended December 31, 2025 and 2024.

	For the Three Months Ended September 30, 2025
	ZCITY Platform		Customized Software development service		Total
Capital expenditure	$	644,874	$	-	$	644,874

Note 15 – Concentrations of risks

For the Three Months Ended September 30, 2024

ZCITY Platform

Customized Software development service

Total

Capital expenditure

(a)	Major customers

AsFor the ofthree ~~September~~months 30ended December 31, 2025, no customer accounted for 10.0% or more of the Company’s total ~~assets~~revenues. ~~were~~For ~~comprised~~the three ofmonths ~~$15~~ended December 31,~~233~~ 2024,~~123~~ one customer accounted for ~~ZCITY~~approximately 74.9% ~~Platform~~of the Company’s total revenues. For the six months ended December 31, $12025,~~361,573~~ no customer accounted for ~~Customized~~approximately ~~Software~~10% ~~Development~~or more of the Company’s total revenues. For the six months ended December 31, 2024, one customer accounted for approximately 44.4% of the Company’s total revenues.

As of ~~June~~December 3031, 2025, ~~the~~two ~~Company’s~~customers ~~total assets~~accounted ~~were~~for ~~comprised~~approximately 79.7% and 11.9% of ~~$13~~the total balance of accounts receivable,~~473,148~~ ~~for~~respectively. As ~~ZCITY~~of ~~Platform~~June 30, $12025,~~400,000~~ one customer accounted for ~~Customized~~approximately ~~Software~~92.3% ~~Development~~of the total balance of accounts receivable, respectively.

33(b) Major vendors

~~TREASURE~~For ~~GLOBAL~~the ~~INC~~three ~~AND~~months ~~SUBSIDIARIES~~ended December 31, 2025, one vendors accounted for approximately 92.2% of the Company’s total purchases. For the three months ended December 31, 2024, two vendors accounted for approximately 69.5 % and 25.5% of the Company’s total purchases. For the six months ended December 31, 2025, one vendor accounted for approximately 93.2% of the Company’s total purchases. For the six months ended December 31, 2024, two vendors accounted for approximately 53.1% and 43.1 of the Company’s total purchases.

~~NOTES~~As of TODecember ~~THE~~31, ~~UNAUDITED~~2025, ~~CONSOLIDATED~~one ~~FINANCIAL~~vendor accounted for approximately 83.9% of the total balance of accounts payable. As of June 30, 2025, ~~STATEMENTS~~three vendors accounted for approximately 46.7%, 20.9%, and 15.1% of the total balance of accounts payable.

~~Note~~(c) ~~18 –~~Credit ~~Commitments and contingencies~~risk

~~Contingencies~~Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of December 31, 2025 and June 30, 2025, $5,450,843 and $236,657 were deposited with financial institutions or fund received from customer being held in third party platform’s fund account, $5,023,057 and $31,115 of these balances are not covered by deposit insurance, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

~~Legal~~Financial instruments that are potentially subject to credit risk consist principally of accounts receivable and other receivables. The Company believes the concentration of credit risk in its accounts receivable and other receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an provision for estimated credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information.

~~From~~(d) ~~time~~Exchange torate time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements.risk

~~Note~~The Company 19cannot –guarantee ~~Subsequent~~that ~~Events~~ the current exchange rate will remain steady; therefore, there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of RM converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

The Company evaluated all events and transactions that occurred after September 30, 2025 up through November 14, 2025, the date the Company issued these unaudited condensed consolidated financial statements.33

~~On February 11, 2025, TADAA Ventures entered~~TREASURE ~~into~~GLOBAL aINC ~~Share~~AND Purchase Agreement (the “Agreement”) with Amystic Commerce Sdn. Bhd., 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 RM 5,100.00. The acquisition is part of TADAA Ventures’s commitment to invest up to RM 3,000,000.00 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. Subsequent to September 30, 2025, the Company’s reviewed its investment in Tien Ming Distribution and determined to initiated the process of terminate the acquisition due following Company’s lack of control or significant influence over Tien Ming Distribution. This determination was made after a review of Tien Ming Distribution’s financial and operational performance relative to initial expectations.SUBSIDIARIES

~~On October 7, 2025, the Company entered into a~~NOTES ~~subscription~~TO ~~agreement~~THE ~~(the~~UNAUDITED ~~“Agreement”)~~CONSOLIDATED ~~with~~FINANCIAL 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 USD 200,000.00 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. persons. 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.STATEMENTS

34Note 16 – Leases

~~TREASURE~~As of ~~GLOBAL~~December ~~INC~~31, ~~AND~~2025 ~~SUBSIDIARIES~~and June 30, 2025, the Company has engaged in multiple offices leases which were classified as operating leases.

~~NOTES~~The Company TOoccupies ~~THE~~various ~~UNAUDITED~~offices ~~CONSOLIDATED~~under ~~FINANCIAL~~operating lease agreements with a term shorter than twelve months which it elected not to recognize ~~STATEMENTS~~lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.

On October 21, 2025, the Company entered into a service agreement (the “Service Agreement”) with Weshare Management SDN BHD (the “Service Provider”) to engage the Service Provider for the provision of certain services (“Services 3”), as defined therein. The ~~Service Agreement commenced~~ on October 21, 2025 (the “Effective Date”) and will remain in force for two years unless frustrated, rescinded, or terminated in accordance with Clause 12, with both parties permitted to engage in commercial negotiations from time to time and document any mutually agreed amendments in writing; upon expiration, the Company may, at its discretion, renew the term for one year subject to written agreement, in which case all terms and conditions shall apply mutatis mutandis unless otherwise agreed. In consideration for the performance of Services 3, the Company agreed to pay US$1,500,000, to be satisfied through the issuance and allotment of the Company’s ~~common~~lease ~~stock~~agreements ~~(the “Company~~do ~~Shares”)~~not ~~valued~~contain atany ~~US$1,500,000~~material ~~based~~residual onvalue aguarantees ~~cost~~or ~~basis~~material ofrestrictive ~~US$0~~covenants.85 per share, with such shares required to be issued within three working days from the Effective Date. As of the date of issuance of these unaudited condensed consolidated financial statements, 1,764,706 Company Shares had been issued in connection with the Service Agreement.

~~On October 22, 2025, the Company entered into~~The ~~a sale and purchase agreement with Nexe Cloud Limited (the “Vendor”), a British Virgin Islands company, pursuant to which the Vendor agreed to sell and the~~ Company ~~agreed~~recognized tolease ~~purchase~~expense ~~an AI server (the “Product”) as specified in Schedule 1. The agreement commenced~~ on October 22, 2025 and remains valid until all obligations are completed, including delivery, acceptance, and payment, unless terminated in writing or due to breach. In consideration for the Vendor’s performance and the sale of the Product, the Company agreed to pay a ~~total~~straight-line ~~purchase price of US$750,000, consisting of US$280,000 in cash and US$470,000 to be settled through the issuance and allotment of the Company’s common stock at a cost~~ basis ofover ~~US$0.90 per share. Cash payments are due within fourteen days following delivery of~~ the ~~Product,~~lease ~~and~~term ~~the~~for ~~shares~~operating ~~are required to be issued within ten business days from the agreement date or as mutually agreed~~lease. ~~As of the date of issuance of these unaudited condensed consolidated financial statements, 522,223 shares of common stock had been issued in connection with this transaction.~~

~~On October 24, 2025, the Company entered into~~Operating alease ~~marketing~~expense ~~consultancy~~for ~~agreement with Pepe Cemerlang Marketing (~~the ~~“Consultant”),~~three aand ~~Malaysian~~six ~~company~~months ~~(the~~ended ~~“Marketing Consultancy~~December ~~Agreement”)~~31, ~~pursuant~~2025 towere ~~which the Company engaged the Consultant to provide financial advisory~~$13, ~~strategic business planning~~902, ~~investor~~ and ~~public relations services (the “Services”) in accordance to the terms and conditioned set forth therein. The Marketing Consultancy Agreement shall commence from October 24~~$27, ~~2025 and remain in force for a period twelve (12) months unless otherwise frustrated~~575, rescinded and/or terminated in accordance to Clause 8 of the Marketing Consultancy Agreement provided that both parties shall be opened to commercial negotiations from time to time pertaining to the contents of the Marketing Consultancy Agreement whereby should any such negotiation materializerespectively. InLease ~~consideration~~expense offor the ~~performance of the Consultant of its obligations,~~ three and ~~the~~six ~~provision~~months ofended ~~the~~December ~~Services pursuant to this Agreement~~31, ~~subject~~2024 towere ~~the Company’s satisfaction of the deliverables as stipulated in Clause 4 on the Marketing Consultancy Agreement~~$9,362, ~~the~~and ~~Company shall pay to the Consultant a total sum of~~ $118,~~000~~579,~~000.00~~ ~~in the manner outlined in the Marketing Consultancy Agreement~~respectively.

OnAs of ~~October~~December 2731, 2025, ~~the~~and ~~Company~~June ~~entered~~30, ~~into an~~2025, ~~agreement~~the ~~with~~weighted-average ~~Astute~~lease ~~All~~term ~~Advisory~~is ~~Ltd~~1.8 ~~(“Service Provider”) to provide management consultancy~~ and ~~business-strategy services~~2. ~~Under~~3 ~~the~~years ~~agreement,~~for the ~~Service~~remaining ~~Provider will offer advice and support as outlined therein~~leases, ~~but will not be involved in the Company’s~~respectively. ~~daily~~Weighted-average ~~operations~~discounted ~~nor~~rated ~~provide~~related ~~financial,~~to ~~legal,~~leases orwere ~~tax advice~~6.0% ~~The~~as ~~term~~ of ~~the~~December ~~agreement is 24 months from the commencement date~~31, ~~with the~~2025 ~~possibility of amendment if both parties agree in writing. Both parties are expected to act in good faith~~ and toJune ~~comply with all applicable laws and the Company’s policies. On the same date~~30, ~~the Company issued 1~~2025,~~666,667~~ ~~shares of its common stock in exchange for the foregoing services~~respectively.

InThe Company’s ~~October~~lease ~~2025,~~agreements ~~the~~do ~~Company~~not ~~issued~~contain ~~19,182~~any ~~shares of~~material ~~its~~residual ~~common~~value ~~stock~~guarantees toor ~~Consultant~~material ~~Tan~~restrictive ~~Wei~~covenants. ~~Sheng~~The inCompany’s lease ~~connection~~liabilities ~~with~~under the ~~advisory~~remaining ~~service~~operating ~~rendered~~leases as of December 31, 2025 for the ~~period~~next offive ~~September~~years ~~2025~~is ~~(Note 13)~~as follows:

In October 2025, the Company adopted its 2025 Equity Incentive Plan (“EIP”) to attract, retain, and motivate key employees, officers, directors, and consultants by providing equity-based incentives aligned with the interests of the Company’s stockholders. From October 2025 to November 2025, the Company issued an aggregate total of 725,497 shares of its common stock to various employees, officers, and directors under the EIP.

	December 31, 2025
2026	$	55,333
2027		49,829
Total undiscounted lease payments	$	105,162
Less imputed interest		(6,000	)
Total lease liabilities	$	99,162

~~On November 10, 2025, the Company entered into~~Note a17 ~~service agreement with Myviko Holding Sdn Bhd to provide certain digital currency~~–~~related~~ ~~services.~~Segment In connection with the agreement, the Company agreed to pay a total service fee of US$5.0 million, consisting of US$100,000 payable in cash within seven business days and US$3.4 million payable through the issuance of the Company’s common stock at a cost basis of US$1.10 per share. As of the date of this filing, the Company has issued 3,090,909 shares of its commons stock to the service provider as partial consideration for the services. The agreement has a one-year term and includes customary representations, warranties, and termination provisions. This transaction represents a non-recognized subsequent event, and no adjustments to the financial statements are required.information

~~From~~The Company’s ~~October~~operating ~~2025~~segments tohave ~~November~~been ~~2025,~~identified ~~Alumni~~based ~~Capital had~~on ~~purchased~~the ~~$901,356~~way ~~worth~~management oforganizes the ~~Company’s~~business ~~common~~by ~~stock,~~the ~~totaling 1,060,000 shares,~~nature ~~pertain~~of services provided to ~~Purchase~~customers ~~Agreement~~and ~~mentioned~~how the Chief Operating Decision Maker (“CODM”) manages the business and allocates resources. The ~~above~~CODM for the Company is its Chief Executive Officer. The Company has two reportable segments: (~~Note~~i) 13payment processing and e-commerce operation on its ZCITY platform, and (ii) customized software development service.

~~From October 2025 to November 2025, an aggregate total of 22,633 shares of the Company’s common stock had been issued to the executive officers in settlement of the vested stock compensation.~~34

35TREASURE GLOBAL INC AND SUBSIDIARIES

~~ITEM~~NOTES TO 2.THE ~~MANAGEMENT’S~~UNAUDITED ~~DISCUSSION~~CONSOLIDATED ~~AND ANALYSIS OF~~ FINANCIAL ~~CONDITION AND RESULTS OF OPERATIONS.~~STATEMENTS

The ~~following discussion~~ ~~and~~accounting ~~analysis~~policies ofapplied ~~our~~to ~~results~~each ofsegment ~~operations~~are ~~and~~consistent ~~financial condition should be read together~~ with ~~our~~those ~~unaudited~~described ~~condensed~~in ~~financial statements and~~ the ~~notes~~summary ~~thereto,~~of ~~which~~significant ~~are~~accounting ~~included~~policies. ~~elsewhere~~The Company inevaluates ~~this~~segment ~~Report~~performance ~~and~~based ~~our Annual Report~~ on ~~Form~~profit ~~10-K~~or ~~for~~loss ~~the~~from ~~year~~operations ~~ended~~before ~~June~~income ~~30, 2025 (the “Annual Report”) filed with the SEC~~taxes. ~~Certain~~Intersegment ~~information~~sales ~~contained in the discussion~~ and ~~analysis~~transfers ~~set forth below includes~~are ~~forward-looking~~accounted ~~statements~~for ~~that~~as ~~involve~~if ~~risks~~the ~~and~~transactions ~~uncertainties.~~were ~~Our~~made ~~financial statements have been prepared in accordance~~ with ~~accounting principles~~third ~~generally~~parties, ~~accepted~~using incurrent ~~the~~market ~~United States of America (“U~~prices.~~S. GAAP”).~~

~~Overview~~The Company’s reportable segments represent strategic business units that offer different products and services and are managed separately due to their distinct operational and marketing requirements.

~~Treasure Global Inc is a holding company incorporated~~The onfollowing ~~March~~tables ~~20,~~summarize ~~2020, under~~ the ~~laws~~Company’s ofsegment ~~the~~information ~~State~~for ~~of Delaware. TGL has no substantive operations other than holding all of~~ the ~~outstanding shares~~three ofmonths ~~TADAA~~ended ~~Technologies~~December ~~Sdn. Bhd. (“TADAA Technologies”), (formerly known as ZCity Sdn Bhd and Gem Reward Sdn. Bhd, underwent a name change on July~~ 31, 2025 and ~~July~~2024 ~~20, 2023, respectively)~~ and ~~TADAA~~for ~~Ventures Sdn. Bhd. (formerly known as VWXYZ Venture Sdn Bhd,~~the ~~underwent~~six amonths ~~name~~ended ~~change~~December ~~on July 29~~31, 2025). Itand ~~was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization~~2024.

Prior to March 11, 2021, TGL and TADAA Technologies were separate companies under the common control of Kok Pin “Darren,” Tan which resulted from Mr. Tan’s prior 100% ownership of TGL and his prior 100% voting and investment control over TADAA Technologies pursuant to the Beneficial Shareholding Agreements. For a more detailed description of the Beneficial Shareholding Agreements and Mr. Tan’s common control over TGL and TADAA Technologies see Part I, Item 1. “Business – Corporate Structure.”

	For the Three Months Ended December 31, 2025 (Unaudited)
	ZCITY Platform			Customized Software development service		Total

Revenue from external customers	$	1,080,992		$	-	$	1,080,992

Less:
Cost of revenue		1,080,085			-		1,080,085
Segment gross profit	$	907		$	-		907

Less:
Advertising		12,850			-		12,850
Payment transaction fee		11,548			-		11,548
Other marketing expense		275			-		275
Salaries		193,076			-		193,076
Long-live assets impairment		3,044,877			-		3,044,877
Provision for credit loss		1,328,848			699,560		2,028,408
Depreciation and amortization		96,241			-		96,241
Office expense		10,399			-		10,399
Research and development		24,671			-		24,671
Interest expense		282			-		282
Segment loss		(4,722,160	)		-		(5,421,720	)

Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							1,229,052
D&O insurance							16,668
Stock based compensation							787,227
Other corporate expenses							188,109
Gain from change in fair value of derivative liabilities							(4,632,913	)
Net loss before income taxes						$	(3,009,863	)

On March 11, 2021, TGL and TADAA Technologies were reorganized into a parent subsidiary structure pursuant to the Share Swap Agreement in which TGL exchanged the swap shares for all of the issued and outstanding 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 the TADAA Technologies ordinary shares and (ii) Kok Pin “Darren” Tan the Initial TADAA Technologies Stockholders and Chong Chan “Sam” Teo owned 100% of the shares of TGL common stock (Kok Pin “Darren” Tan owning approximately 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.35

~~-TADAA~~TREASURE GLOBAL ~~Technologies~~INC ~~Operation~~AND SUBSIDIARIES

~~We have created an innovative online-to-offline~~NOTES ~~e-commerce~~TO ~~platform~~THE ~~business~~UNAUDITED ~~model~~CONSOLIDATED ~~offering~~FINANCIAL consumers and merchants instant rebates and affiliate cashback programs, while providing a seamless e-payment solution with rebates in both e-commerce (i.e., online) and physical retailers/merchant (i.e., offline) settings.STATEMENTS

Our proprietary product is an application branded “ZCITY App,” which was developed through TADAA Technologies. The ZCITY App was successfully launched in Malaysia on 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.

	For the Three Months Ended December 31, 2024 (Unaudited)
	ZCITY Platform			Customized Software development service		Total

Revenue from external customers	$	301,898		$	-	$	301,898
					-
Less:					-
Cost of revenue		77,947			-		77,947
Segment gross profit		223,951			-		223,951

Less:
Advertising		-			-		-
Payment transaction fee		3,517			-		3,517
Other marketing expense		36,153			-		36,153
Salaries		103,716			-		103,716
Depreciation and amortization		215,213			-		215,213
Office expense		18,032			-		18,032
Research and development		33,136			-		33,136
Unrealized holding gain on marketable securities		(460,172	)		-		(460,172	)
Interest expense		857			-		857
Segment loss	$	(273,499	)	$	-		(273,499	)

Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							331,842
D&O insurance							18,520
Stock based compensation							70,000
Other corporate expenses							76,029
Net loss before income taxes						$	(222,892	)

Through simplifying a user’s e-payment gateway experience, as well as by providing great deals, rewards and promotions with every use, we aim to make the ZCITY App Malaysia’s top reward and loyalty platform. Our longer-term goal is for the ZCITY App and its ever-developing technology to become one of the most well-known commercialized applications more broadly in Southeast Asia and Japan. As of November 10, 2025, we had 2,708,782 registered users and 2,027 registered merchants.36

36TREASURE GLOBAL INC AND SUBSIDIARIES

~~Southeast Asia (“SEA”) consumers~~NOTES ~~have~~TO ~~access~~THE toUNAUDITED aCONSOLIDATED ~~plethora~~FINANCIAL ~~of smart ordering, delivery and “loyalty” websites and apps, but in our experience, SEA consumers very rarely receive personalized deals based on their purchases and behavior.~~STATEMENTS

The ZCITY App targets consumer through the provision of personalized deals based on consumers’ purchase history, location and preferences. Our technology platform allows us to identify the spending trends of our customers (the when, where, why, and how much). We are able to offer these personalized deals through the application of our proprietary artificial intelligence (or “AI”) technology that scours the available database to identify and create opportunities to extrapolate the greatest value from the data, analyze consumer behavior and roll out attractive rewards-based campaigns for targeted audiences. We believe this AI technology is currently a unique market differentiator for the ZCITY App.

	For the Six Months Ended December 31, 2025 (Unaudited)
	ZCITY Platform			Customized Software development service		Total

Revenue from external customers	$	1,263,519		$	-	$	1,263,519

Less:
Cost of revenue		1,261,326			-		1,261,326
Segment gross profit	$	2,193		$	-		2,193

Less:
Advertising		30,835			-		30,835
Payment transaction fee		14,038			-		14,038
Other marketing expense		26,497			-		26,497
Long-live assets impairment		3,044,877			-		3,044,877
Provision for credit loss		1,328,848			699,560		2,028,408
Salaries		327,126			-		327,126
Depreciation and amortization		129,615			-		129,615
Office expense		45,027			-		45,027
Research and development		802,644			-		802,644
Interest expense		958			-		958
Segment (loss) income		(5,722,477	)		-		(6,422,007	)

Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							1,332,658
D&O insurance							33,335
Stock based compensation							887,227
Other corporate expenses							685,281
Gain from change in fair value of derivative liabilities							(4,216,740	)
Net loss before income taxes						$	(5,143,767	)

We operate our ZCITY App on the hashtag: “#RewardsOnRewards.” We believe this branding demonstrates to users the ability to spend ZCITY App-based Reward Points (or “RP”) and “ZCITY Cash Vouchers” with discount benefits at checkout. Additionally, users can earn rewards from selected e-Wallet or other payment methods.37

~~ZCITY App users do not require any on-going credit~~TREASURE ~~top-up~~GLOBAL orINC ~~need~~AND to provide bank card number with their binding obligations. We have partnered with Malaysia’s leading payment gateway, iPay88, for secure and convenient transactions. Users can use our secure platform and enjoy cashless shopping experiences with rebates when they shop with e-commerce and retail merchants through trusted and leading e-wallet providers such as Touch’n Go eWallet, Boost eWallet, GrabPay eWallet and credit card/online banking like the “FPX” (the Malaysian Financial Process Exchange) as well as more traditional providers such as Visa and Mastercard.SUBSIDIARIES

~~-Customized~~NOTES TO ~~Software~~THE ~~development~~UNAUDITED ~~service~~CONSOLIDATED FINANCIAL STATEMENTS

During the year ended June 30, 2025, the Company initiated a new revenue stream in the ordinary course of business by offering customized software development services, primarily targeting enterprise clients. As of January 2025, we have entered into a new service partnership with Reveillon Group Limited to design, develop, and implement a comprehensive digital system. This initiative involves the creation of integrated modules focused on improving administrative processes, data analysis, and user engagement. The system is being built with scalability, customization, and long-term performance in mind, ensuring it meets evolving business needs. This collaboration underscores our ongoing commitment to delivering robust and adaptable digital solutions across various industries. The project is scheduled for completion within 12 months of the agreement’s start date.

	For the Six Months Ended December 31, 2024 (Unaudited)
	ZCITY Platform			Customized Software development service		Total

Revenue from external customers	$	509,269		$	-	$	509,269

Less:
Cost of revenue		113,146			-		113,146
Segment gross profit		396,123			-		396,123

Less:
Advertising		66,536			-		66,536
Payment transaction fee		13,772			-		13,772
Other marketing expense		38,108			-		38,108
Salaries		371,722			-		371,722
Depreciation and amortization		548,385			-		548,385
Office expense		28,118			-		28,118
Research and development		80,345			-		80,345
Unrealized holding gain on marketable securities		(332,665	)		-		(332,665	)
Interest expense		2,368			-		2,368
Segment loss	$	(420,566	)	$	-		(420,566	)

Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							489,574
D&O insurance							37,039
Stock based compensation							140,000
Other corporate expenses							76,029
Net loss before income taxes						$	(1,162,208	)

~~Recent~~Other Significant ~~Development~~Items:

- Corporate Development

	For the Six Months Ended December 31, 2025 (Unaudited)
	ZCITY Platform		Customized Software development service		Total

Capital expenditure	$	428,365	$	-	$	428,365

On February 11, 2025, we signed a share purchase agreement to acquire a 51% stake in Tien Ming Distribution Sdn Bhd to expand FMCG fulfilment and logistics capabilities. The transaction is expected to be terminated following the lack of control or significant influence over Tien Ming Distribution Sdn Bhd and no business combination was recognized for the three months ended September 30, 2025.38

-TREASURE GLOBAL ~~Reverse~~INC ~~Stock~~AND ~~Splits~~SUBSIDIARIES

OnNOTES ~~April~~TO 7,THE ~~2025,~~UNAUDITED ~~the~~CONSOLIDATED ~~Company~~FINANCIAL ~~effected a 1:50 reverse stock split of its shares of common stock (“April 2025 split”).~~STATEMENTS

We believed it is appropriate to reflect the above transactions on a retroactive basis similar to those after a stock split or dividend pursuant to ASC 260. All shares and per share amounts used herein Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations have been retroactively stated to reflect the effect of the April 2025 Split.

	For the Six Months Ended December 31, 2024 (Unaudited)
	ZCITY Platform		Customized Software development service		Total

Capital expenditure	$	2,746	$	-	$	2,746

37As of December 31, 2025, the Company’s total assets were comprised of $23,585,693 for ZCITY Platform, $644,077 for Customized Software Development.

-As of ~~Financing~~June 30, 2025, the Company’s total assets were comprised of $13,473,148 for ZCITY Platform, $1,400,000 for Customized Software Development.

~~On March 22, 2024, we entered into a marketing~~Note ~~offering~~18 – ~~agreement~~Commitments ~~(“Marketing Offering Agreement”) with H.C. Wainwright & Co., LLC, (the “Manager”). Pursuant to the Marketing Offering Agreement, the Company intends to issue~~ and sell through or to the Manager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering. As of September 30, 2025, we have received an aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of 33,566 shares of common stock which sell through or to the Manager.contingencies

On October 10, 2024, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership which was subsequently amended by the Modification Agreement on January 21, 2025. Pursuant to the Purchase Agreement, we have the right, but not the obligation to cause Alumni Capital to purchase up to $50,000,000 common stock, par value $0.00001 (the “Commitment Amount”), at certain purchase Price 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 $50,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025. As of September 30, 2025, Alumni Capital has purchased aggregated total of 6,668,680 shares of our common stock, while we received an aggregated net proceed of approximately $15.2 million..Contingencies

On November 27, 2024, we 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 (the “Investment Amount”) into us for 71,333 shares of the Company’s common stock (the “Offered Shares”), par value $0.00001 at a negotiated purchase price of $16.5 (the “Offering”). As of September 30, 2025, the Company has issued 71,333 shares of Offered Shares to the Investors and received aggregate net proceed of approximately $1.2 million.Legal

From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-~~Business~~asserted ~~Development~~claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements.

~~Since July 2024, we formalized agreements to develop~~Disposal ~~and~~of ~~implement~~Tadaa a Smart Campus System at ELMU University in Nilai, Malaysia. Leveraging our expertise in infrastructure management, we worked with ELMU University to deploy an automated smart campus system that will enhance resource management across the campus, with a strong focus on optimizing electricity usage through integrated software and hardware solutions. During fiscal 2025, following further discussions on program priorities and timing, the parties concluded the engagement. We have ceased work and demobilized. No further performance obligation remains under this engagement.Ventures

~~Since~~On ~~September~~December ~~2024~~22, we2025, ~~have~~the ~~been~~Company ~~driving~~entered ~~the~~into ~~development~~a ofShare ~~credit~~Sale ~~services~~Agreement ~~within~~with an unrelated third party to sell 100% of the ~~ZCity~~issued ~~App~~and ~~through~~outstanding aordinary ~~strategic~~shares ~~partnership~~of its indirect wholly owned subsidiary, Tadaa Ventures, together with ~~Credilab~~its ~~Sdn~~wholly ~~Bhd~~owned ~~(“CLSB”)~~subsidiary, Bowlcrafted. WeThe ~~are~~purchase consideration consists entirely inof ~~the~~ordinary ~~midst~~shares of ~~facilitating~~a ~~the~~third-party ~~integration~~issuer with an agreed aggregate value of ~~CLSB’s~~approximately ~~credit~~$1.4 ~~services~~million, ~~platform~~which are to be issued or transferred into ~~the~~escrow ~~ZCity~~for ~~App~~the ~~and~~benefit ~~developing~~of the ~~customer~~Company ~~base for~~upon ~~these~~satisfaction ~~services~~of the closing conditions. ~~Through~~Completion of the ~~partnership,~~transaction weis ~~intend~~subject to ~~collaborate~~customary closing onconditions, ~~the~~including ~~creation~~receipt of arequired ~~digital~~approvals, ~~wallet~~issuance or transfer of the consideration shares into escrow, ~~AI-driven~~accuracy ~~chatbot~~of representations and warranties, and ~~customer support~~the ~~systems.~~absence ~~The~~of ~~collaboration~~a ismaterial ~~designed~~adverse tochange. ~~drive~~As ~~user~~of ~~engagement~~the ~~and~~date ~~enhance~~of the ~~overall~~issuance ~~credit~~of ~~services~~these ~~offering~~unaudited ~~within~~condensed consolidated financial statements, the ~~ZCity App~~transaction ~~ecosystem.~~had ~~The~~not ~~partnership~~yet isbeen ~~scheduled~~completed, toand ~~conclude~~certain onterms ~~September~~of ~~19,~~the ~~2029,~~consideration ~~during~~remain ~~which~~under ~~CLSB~~discussion. The ~~has~~Company ~~also~~evaluated ~~granted~~the ~~TGL~~criteria afor ~~non-exclusive right~~classification toas ~~use~~held ~~its~~for ~~brand~~sale in ~~marketing~~accordance ~~materials~~with ~~for~~ASC ~~five~~360-10-45-9 ~~years~~and determined that such criteria were not met as of December 31, 2025.

~~Since October 2024, we have been advancing our~~Note ~~user~~19 ~~engagement~~– ~~strategy~~Subsequent by partnering with Octagram Investment Limited (“OCTA”) to develop and integrate mini-game modules into the ZCity App. We have worked closely with OCTA to design and customize these interactive modules, ensuring they align with our specifications for game mechanics, branding, and user experience. The integration is optimized for cross-platform compatibility and smooth performance across devices, as well as ensuring ongoing support and timely updates, maintaining the seamless functionality of the mini-games with future ZCity App updates. We believe that this initiative is key to enhancing the app’s interactive features and driving user engagement.Events

InThe ~~October~~Company ~~2024,~~evaluated weall ~~have~~events ~~also~~and ~~been developing~~transactions athat ~~cutting-edge~~occurred ~~Live~~after ~~Streaming~~December ~~Platform~~31, ~~enhanced~~2025 byup AIthrough ~~Digital~~February ~~Human~~23, ~~Solutions~~2026, ~~by partnering with V Gallant Sdn Bhd. We will be overseeing~~ the ~~customization~~date of the ~~platform~~Company toissued ~~meet~~these ~~specific~~unaudited ~~requirements,~~condensed ~~ensuring seamless integration with third-party platforms and optimizing~~consolidated ~~performance~~financial ~~across devices~~statements. Ongoing support and updates will also be prioritized to maintain consistent functionality. This initiative is central to our efforts to expand our interactive streaming capabilities and elevate user experiences. The development is scheduled to be completed on December 31, 2025.

38On January 28, 2026, the Company entered into an At-The-Market Issuance Offering Agreement with Kingswood Capital Partners, LLC, pursuant to which the Company may offer and sell shares of its common stock from time to time under its effective Form S-3 registration statement. The Company intends to use any net proceeds from sales for general corporate purposes. The agreement may be terminated by either party in accordance with its terms.

On October 29, 2024, we entered into a service agreement with V Gallant Sdn Bhd to provide generative AI solutions and AI digital human technology services. On March 24, 2025, we executed a supplemental letter expanding the scope of that agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure.39

~~On March 24, 2025, we executed a supplemental~~ITEM ~~letter~~2. ~~expanding~~MANAGEMENT’S ~~the~~DISCUSSION ~~scope~~AND ofANALYSIS ~~that~~OF ~~agreement~~FINANCIAL toCONDITION ~~require~~AND VRESULTS ~~Gallant~~OF ~~to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure~~OPERATIONS. ~~During fiscal 2025 we advanced software and AI infrastructure development.~~

~~Key~~The following ~~Factors~~discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed financial statements and the notes thereto, which are included elsewhere in this Report and our Annual Report on Form 10-K for the year ended June 30, 2025 (the “Annual Report”) filed with the SEC. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that ~~Affect~~involve ~~Operating~~risks ~~Results~~and uncertainties. Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

~~We believe the key factors affecting our financial condition and results of operations include the following:~~Overview

~~Our~~Treasure Global ~~Ability~~Inc tois ~~Create~~a ~~Value~~holding ~~for~~company ~~Our~~incorporated ~~Users~~on March 20, 2020, under the laws of the State of Delaware. TGL has no substantive operations other than holding all of the outstanding shares of TADAA Technologies Sdn. Bhd. (“TADAA Technologies”), (formerly known as ZCity Sdn Bhd and ~~Generate~~Gem ~~Revenue~~Reward Sdn. Bhd, underwent a name change on July 31, 2025 and July 20, 2023, respectively) and TADAA Ventures Sdn. Bhd. (formerly known as VWXYZ Venture Sdn Bhd, underwent a name change on July 29, 2025). It was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

~~Our~~Prior to ~~ability~~March to11, ~~create~~2021, ~~value~~TGL ~~for~~and ~~our~~TADAA ~~users~~Technologies were separate companies under the common control of Kok Pin “Darren,” Tan which resulted from Mr. Tan’s prior 100% ownership of TGL and his prior 100% voting and investment control over TADAA Technologies pursuant ~~generate~~to ~~our~~the ~~revenues~~Beneficial ~~from~~Shareholding ~~merchants~~Agreements. isFor ~~driven~~a bymore detailed description of the ~~factors~~Beneficial ~~described~~Shareholding ~~below:~~Agreements and Mr. Tan’s common control over TGL and TADAA Technologies see Part I, Item 1. “Business – Corporate Structure.”

~~Number~~On March 11, 2021, TGL and ~~volume~~TADAA Technologies were reorganized into a parent subsidiary structure pursuant to the Share Swap Agreement in which TGL exchanged the swap shares for all of ~~transactions~~the issued and outstanding 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 by27, 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 the TADAA Technologies ordinary shares and (ii) Kok Pin “Darren” Tan the Initial TADAA Technologies Stockholders and Chong Chan “Sam” Teo owned 100% of the shares of TGL common stock (Kok Pin “Darren” Tan owning approximately 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 ~~consumers~~common stock.

~~Consumers are attracted to~~ -TADAA ~~Technologies~~ byTechnologies the breadth of personalized deals/rewards and the interactive user experience our platform offers. The number and volume of transaction completed by our member consumers is affected by our ability to continue to enhance and expand our product and service offerings and improve the user experience.Operation

~~Empowering~~We have ~~data~~created an innovative online-to-offline e-commerce platform business model offering consumers and ~~technology~~merchants instant rebates and affiliate cashback programs, while providing a seamless e-payment solution with rebates in both e-commerce (i.e., online) and physical retailers/merchant (i.e., offline) settings.

Our ~~ability to engage our member consumers and~~ ~~empower~~proprietary ~~our~~product ~~merchants~~is ~~and~~an ~~their~~application branded ~~brands~~“ZCITY isApp,” ~~affected~~which bywas ~~the~~developed ~~breadth~~through ~~and~~TADAA ~~depth~~Technologies. ofThe ~~our~~ZCITY App ~~data~~was ~~insights,~~successfully ~~such~~launched asin ~~the~~Malaysia ~~accuracy~~on ofJune ~~our~~2020. ~~members’ shopping~~TADAA ~~preferences,~~Technologies ~~and~~is ~~our~~equipped ~~technology~~with ~~capabilities~~the ~~and~~know-how ~~infrastructure,~~ and ~~our~~expertise ~~continued ability~~ to develop ~~scalable~~additional/add-on technology-based ~~services~~products and ~~upgrade our~~services ~~platform user experience~~ to ~~adapt~~complement to the ~~quickly~~ZCITY ~~evolving~~App, ~~industry~~thereby ~~trends~~growing its reach and ~~consumer~~user ~~preferences~~base.

Through simplifying a user’s e-payment gateway experience, as well as by providing great deals, rewards and promotions with every use, we aim to make the ZCITY App Malaysia’s top reward and loyalty platform. Our ~~Investment~~longer-term goal is for the ZCITY App and its ever-developing technology to become one of the most well-known commercialized applications more broadly in ~~User~~Southeast ~~Base~~Asia and Japan. As of November 10, ~~Technology~~2025, ~~People~~ we had 2,708,782 registered users and ~~Infrastructure~~2,027 registered merchants.

We have made, and will continue to make, significant investments in our platform to attract consumers and merchants, enhance user experience and expand the capabilities and scope of our platform. We expect to continue to invest in our research and development team as well as in our technology capabilities and infrastructure, which will lower our margins but deliver overall long-term growth.40

~~Inflation~~Southeast Asia (“SEA”) consumers have access to a plethora of smart ordering, delivery and “loyalty” websites and apps, but in our experience, SEA consumers very rarely receive personalized deals based on their purchases and behavior.

~~Although~~The ZCITY ~~Malaysia~~App istargets ~~experiencing~~consumer athrough ~~high~~the ~~inflation rate~~provision of personalized deals based on consumers’ purchase history, welocation doand ~~not~~preferences. Our ~~believe~~technology ~~that~~platform ~~inflation~~allows ~~has~~us ~~had~~to aidentify ~~material~~the ~~adverse~~spending ~~effect~~trends onof our ~~business~~customers as(the ~~September~~when, 30where, ~~2025~~why, ~~but~~and wehow ~~will~~much). ~~continue~~We toare able ~~monitor~~to offer these personalized deals through the ~~effects~~application of ~~inflation~~our onproprietary ~~our~~artificial ~~business~~intelligence in(or ~~future~~“AI”) ~~periods~~technology that scours the available database to identify and create opportunities to extrapolate the greatest value from the data, analyze consumer behavior and roll out attractive rewards-based campaigns for targeted audiences. We believe this AI technology is currently a unique market differentiator for the ZCITY App.

~~Supply~~We operate ~~Chain~~our ~~Disruptions~~ZCITY App on the hashtag: “#RewardsOnRewards.” We believe this branding demonstrates to users the ability to spend ZCITY App-based Reward Points (or “RP”) and “ZCITY Cash Vouchers” with discount benefits at checkout. Additionally, users can earn rewards from selected e-Wallet or other payment methods.

~~Although~~ZCITY App ~~there~~users ~~have~~do ~~been~~not ~~Russia’s~~require ~~February 2022~~any ~~invasion~~on-going ofcredit ~~Ukraine~~top-up ~~and~~or ~~the~~need ~~2023~~to ~~Middle~~provide ~~East~~bank ~~conflicts~~card ~~that~~number ~~may~~with their binding obligations. We have ~~affected~~partnered with ~~the~~Malaysia’s ~~operations~~leading ofpayment ~~some~~gateway, ofiPay88, ~~our~~for ~~online~~secure and ~~offline~~convenient ~~merchants,~~transactions. Users can use our secure platform and ~~these~~enjoy ~~disruptions~~cashless ~~have~~shopping ~~not~~experiences ~~had~~with arebates ~~material~~when ~~adverse~~they ~~effect~~shop onwith ~~our~~e-commerce ~~business~~and retail merchants through trusted and leading e-wallet providers such as ofTouch’n ~~September~~Go 30eWallet, ~~2025~~Boost eWallet, ~~but~~GrabPay weeWallet ~~will~~and ~~continue~~credit tocard/online ~~monitor~~banking like the “FPX” ~~effects~~(the ofMalaysian ~~above~~Financial ~~mentioned~~Process ~~disruptions~~Exchange) onas ~~our~~well ~~business~~as inmore ~~future~~traditional ~~periods~~providers such as Visa and Mastercard.

39-Customized Software development service

~~Key~~During the ~~Operating~~year ~~Metrics~~ended June 30, 2025, the Company initiated a new revenue stream in the ordinary course of business by offering customized software development services, primarily targeting enterprise clients. As of January 2025, we have entered into a new service partnership with Reveillon Group Limited to design, develop, and implement a comprehensive digital system. This initiative involves the creation of integrated modules focused on improving administrative processes, data analysis, and user engagement. The system is being built with scalability, customization, and long-term performance in mind, ensuring it meets evolving business needs. This collaboration underscores our ongoing commitment to delivering robust and adaptable digital solutions across various industries. The project is scheduled for completion within 12 months of the agreement’s start date.

~~Our management regularly reviews a number of metrics~~Recent to evaluate our business, measures our performance, identifies trends, formulates financial projections and makes strategic decisions. The main metrics we consider, and our results for last five quarters, are set forth in the table below:Development

	For the Quarters Ended
	September 30,		December 31,		March 31,		June 30,		September 30,
	2024		2024		2025		2025		2025
Number of new registered user (1)		293		2,016		1,467		88		517
Number of active users (2)		25,216		21,734		10,647		4,887		4,378
Number of new participating merchants		-		-		-		-		-

- Corporate Development

~~(1)~~On February ~~Registered~~11, ~~are~~2025, ~~persons~~we ~~who~~signed ~~have~~a ~~registered~~share onpurchase agreement to acquire a 51% stake in Tien Ming Distribution Sdn Bhd to expand FMCG fulfilment and logistics capabilities. The transaction is expected to be terminated following the ~~ZCITY~~lack ~~App~~of control or significant influence over Tien Ming Distribution Sdn Bhd and no business combination was recognized for the six months ended December 31, 2025.

~~(2)~~- Reverse ~~Active~~Stock ~~users are users who have logged into the ZCITY App at least once.~~Splits

	As of		As of		As of		As of		As of
	September 30,		December 31,		March 31,		June 30,		September 30,
	2024		2024		2025		2025		2025
Accumulated registered users		2,704,482		2,706,498		2,707,965		2,708,053		2,708,570
Accumulated Participating merchants		2,027		2,027		2,027		2,027		2,027

On April 7, 2025, we effected a 1:50 reverse stock split of its shares of common stock (“April 2025 Reverse Split”).

~~We have experienced a decrease in growth rate~~On inDecember ~~registered users~~5, ~~and a decline of active users over our last five quarters as of September 30,~~ 2025~~. As of September 30~~, ~~2025,~~ we ~~recorded~~ ~~2,708,570~~further ~~registered~~effected ~~users~~a ~~and 4,378 active users on the ZCITY platform. On average, our registered user base has grown by approximately 0.~~1%:20 ~~over~~reverse ~~the~~stock ~~past~~split ~~five~~of ~~quarters,~~its ~~while~~shares ~~our~~of ~~active~~common ~~user~~stock ~~numbers~~(“December ~~have~~2025 ~~experienced~~Reverse ~~an average decrease of 27~~Split”).~~1%.~~

~~The~~We believed ~~decline~~it inis ~~growth~~appropriate ofto ~~registered~~reflect ~~users~~the ~~and active~~above ~~users~~transactions ~~over~~on ~~the~~a ~~past~~retroactive ~~five~~basis ~~quarters,~~similar asto ofthose ~~September~~after ~~30,~~a ~~2025,~~stock issplit ~~primarily~~or ~~attributed~~dividend pursuant to ~~reduced~~ASC ~~E-voucher~~260. ~~purchases~~All ~~from~~shares ~~our~~and ~~vendor, resulting~~per inshare ~~fewer~~amounts ~~E-vouchers~~used ~~available~~herein ~~for~~Item ~~sale~~2. ~~Additionally, we~~Management’ves ~~implemented~~Discussion ~~reductions~~and inAnalysis ~~marketing~~of ~~spending~~Financial Condition and ~~customer rewards~~Results toof ~~enhance~~Operations ~~cost-effectiveness~~have ~~and~~been ~~operational~~retroactively ~~profitability.~~stated ~~Consequently,~~to ~~this~~reflect ~~has~~the ~~led~~effect toof athe ~~decrease~~April in2025 ~~new~~Reverse ~~user~~Split ~~registrations~~ and ~~lower~~December ~~retention~~2025 ~~rates among active users on our ZCITY platform~~Reverse Split.

4041

~~We continuously monitor the development and participation~~- ofFinancing active users as a proportion of its total registered user base to ensure the effectiveness of our marketing and feature implantation strategies. Accordingly, the proportion of total registered users that we consider active users at the end last five quarters as of September 30, 2025 is as follows:Development

Starting	Ending	Total registered users		Total active users		Total active users to total registered users
July 1, 2024	September 30, 2024		2,704,482		25,216		0.9	%
October 1, 2024	December 31, 2024		2,706,498		21,734		0.8	%
January 1, 2025	March 31, 2025		2,707,965		10,647		0.4	%
April 1, 2025	June 30, 2025		2,708,053		4,887		0.2	%
July 1, 2025	September 30, 2025		2,708,570		4,378		0.2	%

On March 22, 2024, We entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. Wainwright& Co., LLC, (the “Manager”). Pursuant to the Marketing Offering Agreement, we intend to issue and sell through or to the Manager, as sales agent and / or principal from time to time of the our common stock at the Market Offering. As of December 31, 2025, the Company received an aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of common stock which sell through or to the Manager.

WeOn October ~~continuously~~10, ~~monitor~~2024, ~~the~~we ~~development~~entered ofinto a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni ~~churn~~Capital”), ~~and~~a ~~retention~~Delaware ~~rates~~limited ofpartnership which was subsequently amended by the ~~active~~Modification ~~user~~Agreement ~~base~~on January 21, 2025. ~~Active~~Pursuant to ~~users~~the ~~churn~~Purchase ~~rate~~Agreement, iswe have the ~~percentage~~right, ofbut ~~customers~~not ~~who~~the ~~had~~obligation ~~stop~~to ~~subscribing~~cause inAlumni Capital to purchase up to $50,000,000 common stock, ~~our~~par ~~platform~~value ~~while~~$0.00001 ~~retention~~(the ~~rate~~“Commitment isAmount”), at certain purchase Price during the ~~percentage~~period beginning on the execution date of ~~customers~~the ~~who~~Purchase isAgreement ~~retained~~and inending ~~our~~on ~~platform.~~the ~~Accordingly,~~earlier ~~our~~of ~~churn~~(i) ~~and~~the ~~retention rates~~date on which Alumni Capital has purchased $50,000,000 of the ~~active~~Company’s common ~~user~~stock ~~base~~pursuant atto the ~~end~~Purchase ofAgreement ~~last~~or ~~five~~(ii) ~~quarters~~December as31, 2025. As of ~~September~~December 3031, 2025, isAlumni asCapital ~~follows:~~has purchased aggregated total of 644,956 shares of our common stock, while we received an aggregated net proceed of approximately $18.8 million.

Starting	Ending	Total active users		New active users (registered within the quarter)		Existing active users		Active users churn rate			Active users retention rate
July 1, 2024	September 30, 2024		25,216		3,293		21,923		18.3	%		81.7	%
October 1, 2024	December 31, 2024		21,734		2,016		19,718		21.8	%		78.2	%
January 1, 2025	March 31, 2025		10,647		1,467		9,180		57.8	%		42.2	%
April 1, 2025	June 30, 2025		4,887		88		4,799		54.9	%		45.1	%
July 1, 2025	September 30, 2025		4,378		517		3,861		21.0	%		79.0	%

On October 7, 2025, we entered into a subscription agreement (the “Agreement”) with two investors for the purchase of 17,242 shares of our common stock for aggregate cash consideration of $400,000.

~~The~~On December ~~retention~~12, ~~rate~~2025, ~~and~~we ~~churn~~closed ~~rate~~a registered direct offering with certain institutional investors for ~~our~~the ~~active~~purchase ~~users~~and ~~are~~sale ~~calculated~~of 250,000 shares asof ~~follows:~~its common stock, resulting in net proceeds of $2,160,000, after deducting offering-related costs of $340,000.

~~Retention rate of active users for any quarter = Existing active users Total active users in the past quarter~~-Business Development

~~Churn~~Since July ~~rate~~2024, ofwe ~~active~~formalized ~~users~~agreements ~~for~~to ~~any~~develop ~~quarter~~and =implement ~~Total~~a ~~active~~Smart ~~users~~Campus ~~from~~System ~~past~~at ~~quarter~~ELMU ~~minus~~University ~~current~~in ~~quarter~~Nilai, ~~existing~~Malaysia. ~~active~~Leveraging our ~~users~~expertise ~~Total~~in ~~active~~infrastructure ~~users~~management, inwe worked with ELMU University to deploy an automated smart campus system that will enhance resource management across the ~~past~~campus, ~~quarter~~with a strong focus on optimizing electricity usage through integrated software and hardware solutions. During fiscal 2025, following further discussions on program priorities and timing, the parties concluded the engagement. We have ceased work and demobilized. No further performance obligation remains under this engagement.

WeSince September 2024, we have ~~used~~been ~~different~~driving ~~strategies~~the todevelopment ~~build~~of ~~and~~credit services within the ZCity App through a strategic partnership with Credilab ~~maintain~~Sdn ~~our~~Bhd ~~users~~(“CLSB”). We are in the midst of facilitating the integration of CLSB’s credit services platform into the ZCity App and ~~increase~~developing ~~their~~the ~~engagement~~customer base for these services. ~~Initially~~Through the partnership, we ~~focused~~intend to collaborate on ~~mass~~the ~~marketing~~creation ~~strategies~~of a digital wallet, AI-driven chatbot, and customer support systems. The collaboration is designed to ~~attract~~drive ~~registered~~user ~~users~~engagement and enhance the overall credit services offering within the ZCity App ecosystem. ~~Subsequently~~The partnership is scheduled to conclude on September 19, 2029, during which weCLSB ~~have~~has ~~shifted~~also togranted TGL a ~~more~~non-exclusive ~~targeted~~right ~~approach~~to ~~focused~~use onits ~~increasing~~brand ~~user~~in ~~engagement~~marketing ~~and~~materials ~~user~~for ~~spending~~five years.

41Since October 2024, we have been advancing our user engagement strategy by partnering with Octagram Investment Limited (“OCTA”) to develop and integrate mini-game modules into the ZCity App. We have worked closely with OCTA to design and customize these interactive modules, ensuring they align with our specifications for game mechanics, branding, and user experience. The integration is optimized for cross-platform compatibility and smooth performance across devices, as well as ensuring ongoing support and timely updates, maintaining the seamless functionality of the mini-games with future ZCity App updates. We believe that this initiative is key to enhancing the app’s interactive features and driving user engagement.

~~Results~~In October 2024, we have also been developing a cutting-edge Live Streaming Platform enhanced by AI Digital Human Solutions by partnering with V Gallant Sdn Bhd. We will be overseeing the customization of ~~Operation~~the platform to meet specific requirements, ensuring seamless integration with third-party platforms and optimizing performance across devices. Ongoing support and updates will also be prioritized to maintain consistent functionality. This initiative is central to our efforts to expand our interactive streaming capabilities and elevate user experiences. The development was completed on December 31, 2025.

~~For the three months ended September 30, 2025 and 2024~~42

~~Revenue~~On October 29, 2024, we entered into a service agreement with V Gallant Sdn Bhd to provide generative AI solutions and AI digital human technology services. On March 24, 2025, we executed a supplemental letter expanding the scope of that agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure.

~~Our~~On March ~~breakdown~~24, of2025, ~~revenues~~we byexecuted ~~categories~~a ~~for~~supplemental letter expanding the ~~three~~ ~~months~~scope ~~ended~~of ~~September~~that ~~30,~~agreement ~~2025~~to require V Gallant to provide and ~~2024~~manage GPU servers, ~~respectively~~network infrastructure, iscloud ~~summarized~~integration, ~~below:~~security measures, AI tools, and user environments to support AI cloud infrastructure. During fiscal 2025 we advanced software and AI infrastructure development.

	For the Three Months Ended September 30,										Change
	2025		%			2024		%			%
	(Unaudited)					(Unaudited)
Product and loyalty program revenue	$	181,519		99.4	%	$	81,745		39.4	%		122.1	%
Transaction revenue		1,008		0.6	%		43,080		20.8	%		(97.7	)%
Member subscription revenue		-		-	%		82,546		39.8	%		(100.0	)%
Total revenues	$	182,527		100.0	%	$	207,371		100	%		(12.0	)%

Key Factors that Affect Operating Results

~~Total revenues decreased by approximately $25,000~~We orbelieve ~~12.0% to approximately $183,000 for~~ the ~~three~~key ~~months~~factors ~~ended~~affecting ~~September~~our ~~30,~~financial ~~2025~~condition ~~from~~and ~~approximately~~results ~~$207,000~~of ~~for~~operations ~~the~~include ~~three months ended September 30, 2024. The decrease was mainly attributable to~~ the ~~decrease in transaction revenue and member subscription revenue offset by increase in revenue from product and loyalty program revenue.~~following:

~~Product~~Our Ability ~~and~~to ~~loyalty~~Create ~~program~~Value ~~revenue~~for Our Users and Generate Revenue

~~Product~~Our ability ~~revenue~~to ~~was~~create ~~generated~~value ~~through~~for ~~sales of~~ our ~~e-voucher,~~users ~~health care products~~ and ~~other~~generate ~~products through~~ our ~~ZCITY~~revenues ~~platform while loyalty program revenue was recognized when our customers redeem their previously earned reward points~~ from ~~our~~merchants ~~loyalty~~is ~~program~~driven ~~or upon expiration of the reward point. The product and loyalty program revenue increased~~ by ~~approximately $0.1 million or 122.1% to approximately $0.2 million for~~ the ~~three~~factors ~~months~~described ended September 30, 2025 from approximately $0.1 million for the same period in 2024. The increase was driven primarily by higher demand for our e-voucher product, which resulted in increased sales volume.below:

~~Transaction~~Number and ~~revenue~~volume of transactions completed by our consumers.

~~Transaction revenue primarily consists of fees~~Consumers ~~charged~~are attracted to ~~merchants~~TADAA ~~for~~Technologies ~~participating~~by inthe ~~our~~breadth ~~ZCITY~~of ~~platform~~personalized ~~upon~~deals/rewards ~~successful sales~~ and ~~service~~the ~~transactions,~~interactive asuser ~~well~~experience asour ~~for~~platform ~~payment services~~offers. ~~facilitated~~The ~~between~~number ~~merchants~~ and ~~their~~volume ~~customers~~of ~~online. In addition,~~ transaction ~~revenue~~completed ~~includes~~by ~~fees earned through~~ our ~~recent~~member ~~partnership with~~consumers ~~Credilab~~is ~~Sdn.~~affected ~~Bhd.~~by ~~(“CLSB”),~~our aability ~~third-party~~to ~~credit~~continue ~~services~~to ~~provider.~~enhance ~~Under~~and ~~that~~expand ~~agreement, we refer~~ our ~~portfolio clients~~ ~~from~~product ~~TADAA~~and ~~Technologies Sdn. Bhd. (ZCITY’s operating subsidiary) to CLSB’s credit~~ service ~~platform;~~offerings ~~in return CLSB pays us a transaction fee for each successful transaction~~ and ~~agrees~~improve ~~to share 50 % of~~ the ~~revenue~~user ~~derived from those portfolio clients~~experience.

~~Our transaction revenue decreased by 97.7%, to~~Empowering ~~approximately~~data $1,000 for the for the three months ended September 30, 2025, compared to approximately $43,000 for the same period in 2024. This decline was mainly due to less usage from merchants on our ZCITY platform and ~~reduced transaction volume resulting from fewer successful referrals through our partnership with CLSB~~technology.

~~Member~~Our ability ~~subscription~~to ~~revenue~~engage our member consumers and empower our merchants and their brands is affected by the breadth and depth of our data insights, such as the accuracy of our members’ shopping preferences, and our technology capabilities and infrastructure, and our continued ability to develop scalable services and upgrade our platform user experience to adapt to the quickly evolving industry trends and consumer preferences.

~~Member subscription revenue primarily consists~~Our ofInvestment ~~fees~~in ~~charged~~User ~~to customers who sign up for Zmember~~Base, ~~our membership program that offers exclusive savings~~Technology, ~~bonuses,~~People and referral rewards. For the three months ended September 30, 2025, member subscription revenue decreased by 100% to approximately $0, from approximately $83,000 for the same period in 2024. The decrease was primarily due to we experienced slowdown in acquiring new customers to participate in our Zmember program. As of September 30, 2025 and June 30, 2025, we had 27,620 customers who subscribed to our Zmember program.Infrastructure

~~Cost~~We have made, and will continue to make, significant investments in our platform to attract consumers and merchants, enhance user experience and expand the capabilities and scope of ~~revenue~~our platform. We expect to continue to invest in our research and development team as well as in our technology capabilities and infrastructure, which will lower our margins but deliver overall long-term growth.

~~Our breakdown of cost of revenue by categories for the three months ended September 30, 2025, and 2024, respectively, is summarized below:~~Inflation

	For the Three Months Ended September 30,				Change
	2025		2024		%
	(Unaudited)		(Unaudited)
Product and loyalty program revenue	$	181,241	$	35,199		414.9	%
Total cost of revenue	$	181,241	$	35,199		414.9	%

Although Malaysia is experiencing a high inflation rate, we do not believe that inflation has had a material adverse effect on our business as December 31, 2025, but we will continue to monitor the effects of inflation on our business in future periods.

~~Cost of revenue primarily consists of purchases~~Supply ofChain gift cards or “E-voucher” PIN codes, and healthcare products, which are directly attributable to our product revenue. Total cost of revenue increased by approximately $0.1 million, or 414.9%, for the three months ended September 30, 2025 compared to the same period in 2024. The increase was mainly due to increase of product and loyalty program revenue and higher product cost.Disruptions

42Although there have been Russia’s February 2022 invasion of Ukraine and the 2023 Middle East conflicts that may have affected the operations of some of our online and offline merchants, these disruptions have not had a material adverse effect on our business as of December 31, 2025, but we will continue to monitor the effects of above mentioned disruptions on our business in future periods.

~~Gross profit~~43

~~Our gross profit from our major revenue categories~~Key isOperating ~~summarized as follows:~~Metrics

	For the Three Months Ended September 30, 2025			For the Three Months Ended September 30, 2024			Change			Percentage Change
	(Unaudited)			(Unaudited)
Product and loyalty program revenue
Gross profit	$	278		$	46,546		$	(46,268	)		(99.4	)%
Gross margin		0.2	%		56.9	%		(56.7	)%
Transaction revenue
Gross profit	$	1,008		$	43,080		$	(42,072	)		(97.7	)%
Gross margin		100.0	%		100.0	%		-	%
Member subscription revenue
Gross profit	$	-		$	82,546		$	(82,546	)		(100.0	)%
Gross margin		-	%		100.0	%		(100	)%
Total
Gross profit	$	1,286		$	172,172		$	(170,886	)		(99.3	)%
Gross margin		0.7	%		83.0	%		(82.3	)%

Our management regularly reviews a number of metrics to evaluate our business, measures our performance, identifies trends, formulates financial projections and makes strategic decisions. The main metrics we consider, and our results for last five quarters, are set forth in the table below:

Our gross profit for the three months ended September 30, 2025, amounted to approximately $1,300 as compared to approximately $172,000 for the same period in 2024, reflecting an decrease of approximately $171,000 or 99.3%. Our gross margin decreased from 83.0% for the three months ended September 30, 2024 to 0.7% for the same period in 2025, representing an decline of 82.3% in our gross margin percentage.

	For the Quarters Ended
	December 31,		March 31,		June 30,		September 30,		December 31,
	2024		2025		2025		2025		2025
Number of new registered user ⁽¹⁾		2,016		1,467		88		517		507
Number of active users ⁽²⁾		21,734		10,647		4,887		4,378		4,799
Number of new participating merchants		-		-		-		-		-

~~The~~(1) ~~decrease~~Registered inare ~~gross~~persons ~~profit~~who ~~for~~have ~~the~~registered ~~three~~on ~~months ended September 30, 2025, was primarily attributable to decrease in revenue from traction revenue and member subscription revenue. The decrease in gross margin for~~ the ~~three~~ZCITY ~~months ended September 30, 2025, was mainly attributable to decrease of gross margin from product and loyalty program revenue due to higher costs of the e-voucher products we purchased for resale~~App.

~~Operating~~(2) ~~expenses~~Active users are users who have logged into the ZCITY App at least once.

Our operating expenses consist of selling expenses, general and administrative expenses, research and development expenses and stock-based compensation expenses.

	As of		As of		As of		As of		As of
	December 31,		March 31,		June 30,		September 30,		December 31,
	2024		2025		2025		2025		2025
Accumulated registered users		2,706,498		2,707,965		2,708,053		2,708,570		2,709,077
Accumulated Participating merchants		2,027		2,027		2,027		2,027		2,027

~~Selling~~We have ~~expenses~~experienced a decrease in growth rate in registered users, and a decline of active users over our last five quarters as of December 31, 2025. As of December 31, 2025, we recorded 2,709,077 registered users and 4,799 active users on the ZCITY platform. On average, our registered user base has grown by approximately 0.1% over the past five quarters, while our active user numbers have experienced an average decrease of 23.9%.

~~Selling expenses amounted to approximately $21,000~~The ~~and~~decline ~~$78,000~~in ~~for~~growth ~~the~~of ~~three~~registered ~~months~~users ~~ended September 30, 2025~~ and ~~2024,~~active ~~respectively,~~users ~~representing~~over athe ~~decrease~~past offive ~~approximately $57~~quarters,~~000~~ ~~or 73.2%.~~as ~~The decrease was mainly attributable to a decrease in marketing and promotion expense related to promoting our ZCITY platform. Marketing and promotion expense consists~~ of ~~redemptions~~December of31, ~~reward~~2025, ~~points which~~ is ~~generated~~primarily ~~from non-spending related activities (registration~~attributed ~~as a new user, referral of a new user and Spin & Win eligibility~~ to ~~receive~~reduced ~~reward~~E-voucher ~~points)~~purchases infrom ~~exchange for discounted credit of purchasing~~ our ~~products~~vendor, ~~upon~~resulting ~~conversion~~in offewer ~~using~~E-vouchers ~~the~~available ~~reward~~for ~~points~~sale. ~~For the three months ended September 30~~Additionally, ~~2025 and 2024,~~ we’ve ~~incurred approximately~~implemented ~~$1,000~~reductions ~~and $21,000, respectively,~~ in marketing ~~and~~spending ~~promotion expense,~~ and ~~recognized~~customer ~~the~~rewards ~~same~~to ~~amount~~enhance ofcost-effectiveness ~~product~~and ~~revenue~~operational atprofitability. ~~the~~Consequently, ~~time of~~this ~~redemption~~has ofled ~~the~~to ~~non-spending~~a ~~related activities reward points by our customers. The~~ decrease in ~~marketing~~new ~~and~~user ~~promotion~~registrations ~~expenses~~and ~~was primarily~~lower ~~driven~~retention byrates ~~our~~among ~~strategic~~active ~~goal~~users toon ~~optimize the promotional activities, enhance~~ our ~~cost~~ZCITY ~~effectiveness, and increase profitability in our operations~~platform.

4344

~~General~~We continuously monitor the development and ~~administrative~~participation ~~expenses~~of active users as a proportion of its total registered user base to ensure the effectiveness of our marketing and feature implantation strategies. Accordingly, the proportion of total registered users that we consider active users at the end last five quarters as of December 31, 2025 is as follows:

General and administrative expenses amounted to approximately $843,000 and $789,000 for the three months ended September 30, 2025 and 2024, respectively, representing a increase of approximately $54,000 or 6.8%. The increase was driven primarily by higher costs associated with administrative functions, including incremental staffing and increased professional service fees to support our operations.

Starting	Ending	Total registered users		Total active users		Total active users to total registered users
October 1, 2024	December 31, 2024		2,706,498		21,734		0.8	%
January 1, 2025	March 31, 2025		2,707,965		10,647		0.4	%
April 1, 2025	June 30, 2025		2,708,053		4,887		0.2	%
July 1, 2025	September 30, 2025		2,708,570		4,378		0.2	%
October 1, 2025	December 31, 2025		2,709,077		3,754		0.1	%

~~Research~~We continuously ~~and~~monitor the development ~~expenses~~of the churn and retention rates of the active user base. Active users churn rate is the percentage of customers who had stop subscribing in our platform while retention rate is the percentage of customers who is retained in our platform. Accordingly, our churn and retention rates of the active user base at the end of last five quarters as of December 31, 2025 is as follows:

Research and development expense amounted to approximately $0.8 million and $47,000 for the three months ended September 30, 2025 and 2024, respectively, representing 1,547.9% increase as we incurred more spending in A.I related infrastructure development. The increase primarily reflects costs for software engineering, cloud infrastructure and GPU-related development supporting the live-streaming/AI program described in “Business Development.”

Starting	Ending	Total active users		New active users (registered within the quarter)		Existing active users		Active users churn rate			Active users retention rate
October 1, 2024	December 31, 2024		21,734		2,016		19,718		21.8	%		78.2	%
January 1, 2025	March 31, 2025		10,647		1,467		9,180		57.8	%		42.2	%
April 1, 2025	June 30, 2025		4,887		88		4,799		54.9	%		45.1	%
July 1, 2025	September 30, 2025		4,378		517		3,861		21.0	%		79.0	%
October 1, 2025	December 31, 2025		3,754		507		3,247		25.8	%		74.2	%

~~Stock-based~~The retention ~~compensation~~rate ~~expenses~~and churn rate for our active users are calculated as follows:

~~Stock-based~~Retention ~~compensation expenses~~rate ~~amounted~~of toactive ~~approximately~~users ~~$100,000 and $70,000~~ for ~~the~~any ~~three~~quarter ~~months~~= ~~ended~~Existing ~~September~~active ~~30,~~users ~~2025,~~Total ~~and~~active ~~2024,~~users ~~respectively.~~in ~~The stock-based compensation incurred for~~ the ~~three~~past ~~months ended September 30, 2025 and 2024, was related to compensation paid to our executive officer as part of their compensation plan and third party for professional service.~~quarter

~~Other~~Churn ~~income~~rate ~~(expense),~~of ~~net~~active users for any quarter = Total active users from past quarter minus current quarter existing active users Total active users in the past quarter

~~Other~~We have ~~expense,~~used ~~net,~~different ~~amounted~~strategies to ~~approximately $0.3~~build ~~million~~ and ~~$0.1~~maintain ~~million~~our ~~for~~users ~~the~~and ~~three~~increase ~~months~~their ~~ended~~engagement. ~~September 30~~Initially, ~~2025~~we ~~and~~focused ~~2024,~~on ~~respectively.~~mass ~~This change was primarily attributable~~marketing strategies to ~~(i)~~attract anregistered ~~increase in the loss from the change in fair value of derivative liabilities of approximately $0~~users.4 ~~million from issuance of warrant in connection with the Share Purchase Agreement~~Subsequently, ~~offset~~we byhave ~~(ii)~~shifted to a ~~decrease~~more intargeted ~~unrealized~~approach ~~loss~~focused ofon ~~approximately~~increasing ~~$0.1~~user ~~million on~~engagement ~~marketable~~and ~~securities~~user ~~as the marketable securities were disposed during the year ended June 30, 2025~~spending.

~~Provision~~Results of ~~for income taxes~~Operation

~~Provision for income taxes amounted to approximately~~For ~~$0 and $11,000 for~~ the three months ended ~~September~~December 3031, 2025 and 2024. The amount was mainly attributable to tax imposed on us from the State of Delaware, as we are required to remit franchise tax to the State of Delaware on an annual basis. We also were subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied. For the three months ended September 30, 2025 and 2024, our foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

~~Net loss~~Revenue

WeOur breakdown ~~generated net loss~~ of ~~approximately~~revenues ~~$2.0~~by ~~million and~~categories ~~$1.0 million~~ for the three months ended ~~September~~December 3031, 2025 and 2024, respectively, ~~representing~~is asummarized ~~change of approximately $1.0 million. The change was primarily attributable to the factors discussed above.~~below:

	For the Three Months Ended December 31,										Change
	2025		%			2024		%			%
	(Unaudited)					(Unaudited)
Product and loyalty program revenue	$	1,078,417		99.8	%	$	268,259		88.9	%		302.0	%
Transaction revenue		2,575		0.2	%		28,478		9.4	%		(91.0	)%
Member subscription revenue		-		-	%		5,161		1.7	%		(100.0	)%
Total revenues	$	1,080,992		100.0	%	$	301,898		100	%		(258.1	)%

~~Liquidity and Capital Resources~~45

InTotal revenues ~~assessing~~increased ~~liquidity,~~by weapproximately ~~monitor~~$0.8 ~~and~~million ~~analyze cash~~or ~~on-hand~~258.1% ~~and~~to ~~operating~~approximately ~~expenditure commitments~~$1.1 ~~Our~~million ~~liquidity~~for ~~needs~~the ~~are~~three tomonths ~~meet~~ended ~~working~~December ~~capital~~31, ~~requirements~~2025 from ~~and~~approximately ~~operating expense obligations~~$0.3 Tomillion ~~date,~~for wethe ~~financed~~three ~~our~~months ~~operations~~ended ~~primarily~~December ~~through~~31, ~~cash~~2024. The ~~flows~~increase ~~from~~was ~~contribution~~mainly attributable to increase in revenue from ~~stockholders,~~product ~~issuance~~and ofloyalty ~~convertible notes~~program revenue, ~~related~~offset ~~party~~by ~~loans~~decrease ~~and~~in ~~our~~transaction ~~completion~~revenue ofand ~~initial~~member ~~underwritten~~subscription ~~public~~revenue ~~offering~~offset by.

~~As of September 30, 2025, we~~Product ~~had approximately $1.3 million, in cash~~ and ~~cash~~loyalty ~~equivalent~~program ~~which primarily consists of bank deposits, which are unrestricted as to withdrawal and use.~~revenue

OnProduct revenue ~~March~~was ~~22,~~generated ~~2024,~~through wesales ~~entered~~of ~~into~~our ae-voucher, ~~marketing offering~~health ~~agreement~~care ~~(“Marketing~~products ~~Offering~~and ~~Agreement”)~~other ~~with~~products ~~H.C.~~through ~~Wainwright~~our &ZCITY ~~Co.,~~platform ~~LLC,~~while ~~(the “Manager”). Pursuant~~loyalty toprogram ~~the~~revenue ~~Marketing~~was ~~Offering~~recognized ~~Agreement,~~when ~~the~~our ~~Company~~customers ~~intends~~redeem totheir ~~issue~~previously ~~and~~earned ~~sell~~reward ~~through~~points orfrom toour ~~the~~loyalty ~~Manager,~~program asor ~~sales~~upon ~~agent~~expiration of ~~and~~the /reward orpoint. ~~principal from~~The ~~time~~product toand ~~time~~loyalty ofprogram ~~the~~revenue ~~Company’s~~increased ~~common~~by ~~stock~~approximately at$0.8 ~~the~~million ~~Market~~or ~~Offering~~302.0% Asto ofapproximately ~~September~~$1.1 million ~~30,~~for ~~2025,~~the wethree ~~have~~months ~~received~~ended anDecember ~~aggregated net~~31, ~~proceed~~2025 offrom approximately $20.93 million, ~~net~~for ofthe ~~broker~~same ~~fee~~period ~~from~~in ~~issuance~~2024. ofThe ~~33,566~~increase ~~shares~~was ofdriven primarily ~~common~~by ~~stock~~higher demand for our e-voucher product, which ~~sell~~resulted ~~through~~in orincreased tosales ~~the Manager~~volume.

~~On October 10, 2024, we entered into a Share Purchase~~Transaction Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership which was subsequently amended by the Modification Agreement on January 21, 2025. Pursuant to the Purchase Agreement, we have the right, but not the obligation to cause Alumni Capital to purchase up to $50,000,000 common stock, par value $0.00001 (the “Commitment Amount”), at certain purchase Price 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 $50,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025. As of September 30, 2025, Alumni Capital has purchased aggregated total of 6,668,680 shares of our common stock, while the we received an aggregated net proceed of approximately $15.2 million.revenue

OnTransaction revenue ~~November~~primarily ~~27,~~consists ~~2024,~~of wefees ~~entered~~charged ~~into~~to amerchants ~~subscription agreement~~for ~~(the~~participating ~~“Subscription~~in ~~Agreement”)~~our ~~with~~ZCITY ~~certain~~platform ~~investors~~upon ~~(the~~successful ~~“Investors”).~~sales ~~Pursuant~~and toservice ~~the Subscription Agreement~~transactions, as ~~the~~well ~~Investors~~as ~~agreed~~for topayment ~~invest~~services anfacilitated ~~aggregate~~between ~~amount~~merchants ofand ~~$1,177,000~~their ~~(the~~customers ~~“Investment~~online. ~~Amount”)~~In ~~into~~addition, ustransaction ~~for~~revenue ~~71,333~~includes ~~shares~~fees ofearned ~~the~~through ~~Company’s~~our ~~common~~recent ~~stock~~partnership ~~(the~~with ~~“Offered~~Credilab ~~Shares~~Sdn. Bhd. (“CLSB”), ~~par~~a ~~value~~third-party $0credit services provider.~~00001~~ atUnder athat agreement, ~~negotiated~~we ~~purchase~~refer ~~price~~our ofportfolio ~~$16~~clients from TADAA Technologies Sdn.5 ~~(the “Offering”)~~Bhd. As(ZCITY’s ofoperating ~~September~~subsidiary) ~~30,~~to ~~2025,~~CLSB’s ~~the~~credit service ~~Company~~platform; ~~has~~in ~~issued~~return ~~71,333~~CLSB ~~shares~~pays ofus ~~Offered~~a ~~Shares~~transaction tofee ~~the~~for ~~Investors~~each successful transaction and ~~received aggregate~~agrees ~~net~~to ~~proceed~~share 50 % of ~~$1,177,000~~the revenue derived from those portfolio clients.

~~Despite~~Our transaction ~~receiving~~revenue ~~the~~decreased ~~proceeds~~by ~~from~~91.0%, ~~various~~to ~~offerings~~approximately $3, ~~management~~000 isfor of the ~~opinion~~three ~~that~~months weended ~~will~~December ~~not~~31, ~~have~~2025, ~~sufficient~~compared ~~funds~~ to ~~meet the working capital requirements and debt obligations as they~~approximately ~~become~~$28,000 ~~due~~for ~~starting~~the ~~from~~same ~~one~~period ~~year~~in ~~from~~2024. ~~the~~This ~~date~~decline ofwas ~~this~~mainly ~~report~~ due to ~~our~~less ~~recurring~~usage ~~loss.~~from ~~Therefore,~~merchants ~~management~~on ~~has determined there is substantial doubt about~~ our ~~ability~~ZCITY toplatform ~~continue~~and asreduced ~~a going concern. If we are unable to generate significant revenue, we may be required~~transaction tovolume ~~curtail~~resulting orfrom ~~cease~~fewer ~~our~~successful ~~operations.~~referrals ~~Management is trying to alleviate the going concern risk~~ through ~~the~~our ~~following~~partnership ~~sources:~~with CLSB.

●Member subscription ~~Equity financing to support our working capital;~~revenue

~~However,~~Member ~~there~~subscription isrevenue noprimarily ~~guarantee~~consists of fees charged to customers who sign up for Zmember, our membership program that offers exclusive savings, bonuses, and referral rewards. For the ~~substantial~~three months ended ~~doubt~~December ~~about~~31, ~~our~~2025, ~~ability~~member subscription revenue decreased by 100.0% to ~~continue~~$0, asfrom aapproximately ~~going~~$5,000 ~~concern~~for ~~will~~the besame ~~alleviated~~period in 2024. The decrease was primarily due to we experienced slowdown in acquiring new customers to participate in our Zmember program. As of December 31, 2025 and June 30, 2025, we had 27,620 customers who subscribed to our Zmember program.

~~The following summarizes the key components of~~Cost ~~our~~of ~~cash flows for the three months ended September 30, 2025 and 2024:~~revenue

	For the Three Months Ended
	September 30, 2025 (Unaudited)			September 30, 2024 (Unaudited)
Net cash used in operating activities	$	(1,761,275	)	$	(976,319	)
Net cash used in investing activities		(704,792	)		(1,487,372	)
Net cash provided by financing activities		3,466,667			2,437,271
Effect of exchange rate on cash and cash equivalents		12,983			(101,032	)
Net change in cash and cash equivalents	$	1,013,583		$	(127,452	)

Our breakdown of cost of revenue by categories for the three months ended December 31, 2025, and 2024, respectively, is summarized below:

	For the Three Months Ended December 31,				Change
	2025		2024		%
	(Unaudited)		(Unaudited)
Product and loyalty program revenue	$	1,080,085	$	77,947		1,285.7	%
Total cost of revenue	$	1,080,085	$	77,947		1,285.7	%

~~Operating~~Cost of ~~Activities~~revenue primarily consists of purchases of gift cards or “E-voucher” PIN codes, and healthcare products, which are directly attributable to our product revenue. Total cost of revenue increased by approximately $1.0 million, or 1,285.7%, for the three months ended December 31, 2025 compared to the same period in 2024. The increase was mainly due to increase of product and loyalty program revenue and higher product cost.

Net cash used in operating activities for the three months ended September 30, 2025 was approximately $1.7 million and was mainly comprised of the net loss of approximately $2.1 million, decrease of approximately $0.1 million in other payables and accrued liabilities reflecting the timely settlement of certain accrued expenses, offset by non-cash items of depreciation, stock-based compensation, and change in fair value of derivative liabilities amounted to approximately $0.5 million, and decrease of accounts receivable of approximately $0.1 million due to collection.46

~~Net cash used in operating activities for the~~Gross three months ended September 30, 2024 was approximately $1.0 million and was mainly comprised of (i) the net loss of approximately $1.0 million, (ii) increase of other receivable and other current assets of approximately $0.5 million which includes approximately $0.5 million prepayment to certain developer for the development of our internal AI software. (iii) decrease in customer deposits of approximately $70,000, as we recognized member service revenue in the current period from certain merchant prepayments made in the prior period, and (iv) decrease of other payable and accrued liabilities of approximately $34,000 as we pay off some of the accrued operating expenses, offset by (i) non-cash items of depreciation, amortization, allowance for credit losses, stock-based compensation and unrealized loss on marketable securities amounted to approximately $0.5 million, and decrease of prepayment of approximately $33,000 as we received the inventory for resale which we have place order and prepaid in the prior period. profit

~~Investing~~Our gross ~~Activities~~profit from our major revenue categories is summarized as follows:

Net cash used in investing activities for the three months ended September 30, 2025 was approximately $0.7 million which mainly due to approximately $0.6 million in purchase of property and equipment, approximately $6,600 prepayment of purchase consideration for acquisition of Tien Ming Distribution Sdn Bhd, and the remittance of approximately $53,000 to CLSB as a collaboration deposit to support CLSB’s credit service activities for the Portfolio Clients.

	For the Three Months Ended December 31, 2025			For the Three Months Ended December 31, 2024			Change			Percentage Change
	(Unaudited)			(Unaudited)
Product and loyalty program revenue
Gross profit	$	(1,668	)	$	190,312		$	(191.980	)		(100.9	)%
Gross margin		(0.2	)%		70.9	%		(71.1	)%

Transaction revenue
Gross profit	$	2,575		$	28,478		$	(25.903	)		(91.0	)%
Gross margin		100.0	%		100.0	%		-	%

Member subscription revenue
Gross profit	$	-		$	5,161		$	(5,161	)		(100.0	)%
Gross margin		-	%		100.0	%		(100.0	)%

Total
Gross profit	$	907		$	223,951		$	(223,044	)		(99.6	)%
Gross margin		0.1	%		74.2	%		(74.1	)%

~~Net~~Our gross ~~cash~~profit ~~used in investing activities~~ for the three months ended ~~September~~December 3031, ~~2024~~2025, ~~was~~amounted to approximately $1,000 as compared to approximately $0.52 million for ~~which~~the ~~includes~~same aperiod ~~remittance~~in 2024, reflecting an decrease of approximately $10.52 million toor ~~CLSB as~~99.6%. aOur ~~collaboration~~gross ~~deposit~~margin todecreased ~~support~~from ~~CLSB’s~~74.2% ~~credit~~for the ~~service~~three ~~activities~~months ended December 31, 2024 to 0.1% for the ~~Portfolio~~same ~~Clients~~period in 2025, representing a decline of 74.1% in our gross margin percentage.

~~Financing~~The decrease ~~Activities~~in gross profit for the three months ended December 31, 2025 was primarily attributable to a decline in gross profit from product and loyalty program revenue, driven by higher procurement costs for certain popular e-voucher products purchased for resale. In addition, the decrease in gross profit was also impacted by lower transaction revenue and the absence of member subscription revenue during the period.

~~Net cash provided financing activities the three~~Operating months ended September 30, 2025 was approximately $3.5 million, which mainly comprised of approximately $3.5 million net proceeds received from Share Purchase Agreement, offset by payments of insurance loan and related party loan of approximately $18,000.expenses

~~Net cash provided financing activities the three~~Our ~~months~~operating ~~ended~~expenses ~~September~~consist ~~30,~~of ~~2024~~selling ~~was approximately $2.5 million~~expenses, ~~which~~general ~~mainly comprised of payments of insurance loan~~ and ~~related~~administrative ~~party loan of approximately $20~~expenses,~~000,~~ ~~offset~~research byand ~~approximately~~development ~~$2.5~~expenses ~~million~~and ~~net proceeds received from issuance of common~~ stock ~~through our market~~-based ~~offering~~compensation expenses.

~~Off-Balance Sheet Arrangements~~Selling expenses

WeSelling ~~have~~expenses noamounted ~~off~~to approximately $25,000 and $40,000 for the three months ended December 31, 2025 and 2024, respectively, representing a decrease of approximately $15,000 or 37.8%. The decrease was mainly attributable to decrease of marketing and promotion expense related to promoting our ZCITY platform. Marketing and promotion expense consists of redemptions of reward points which is generated from non-~~balance~~spending ~~sheet~~related ~~arrangements~~activities ~~including~~(registration as a new user, ~~arrangements~~referral ~~that~~of ~~would~~a ~~affect~~new user and Spin & Win eligibility to receive reward points) in exchange for discounted credit of purchasing our ~~liquidity~~products upon conversion of using the reward points. For the three months ended December 31, ~~capital~~2025 ~~resources~~and 2024, ~~market~~we ~~risk~~incurred ~~support~~approximately $328 and $9,000, ~~credit~~respectively, ~~risk~~in ~~support~~marketing orand ~~other~~promotion ~~benefits~~expense, and recognized the same amount of product revenue at the time of redemption of the non-spending related activities reward points by our customers. The decrease in marketing and promotion expenses was primarily driven by our strategic goal to optimize the promotional activities, enhance our cost effectiveness, and increase profitability in our operations.

~~Critical Accounting Estimate~~47

~~Our consolidated financial statements and accompanying~~General ~~notes have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements~~ and ~~accompanying notes~~administrative ~~requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and~~ expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting estimates that are significant to the preparation of our financial statements. These estimates are important for an understanding of our financial condition and results of operation. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting estimates involve the most significant estimates and judgments used in the preparation of our financial statements.

46General and administrative expenses amounted to approximately $3.8 million and $0.8 million for the three months ended December 31, 2025 and 2024, respectively, representing a increase of approximately $3.0 million or 389.3%. The increase was driven primarily by higher costs associated with administrative functions, including incremental staffing and increased professional service fees to support our operations, and approximately $3.0 million increase in impairment loss from our intangible assets.

~~The preparation of these consolidated financial~~Research ~~statements in conformity with U.S. GAAP requires management to make estimates~~ and ~~assumptions~~development that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue, the useful lives of property and equipment, impairment of long-lived assets, provision for estimated credit losses, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of our stock price to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-based compensation, fair value of the marketable securities and fair value of the warrants issued. Actual results could differ from these estimates.

~~Accounts~~Research and ~~receivable~~development expense amounted to approximately $25,000 ~~net~~and $33,000 for the three months ended December 31, 2025 and 2024, respectively, representing 25.5% decrease.

Accounts receivable are recorded at the invoiced amount, net of an allowance for uncollectible accounts and do not accrue interest. We offer various payments terms to customers from cash due on delivery to 90 days Stock-based ~~on their credit history. Accounts receivable encompass amounts due from sales of healthcare products~~ oncompensation our ZCITY platform. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance when all collection efforts have been exhausted, and recovery potential is deemed remote. Our management reviews historical accounts receivable collection rates across all aging brackets and has made 100% provision of credit loss for customer balances aged above 120 days for sales of healthcare products on our ZCITY platform. Our management continuously assesses the reasonableness of the credit loss allowance policy and updates it as needed. As of September 30, 2025 and June 30, 2025, we recorded $9,927 and $9,924 of provision for estimated credit losses, respectively.expenses

~~Inventories~~Stock-based compensation expenses amounted to approximately $0.8 million and $70,000 for the three months ended December 31, 2025, and 2024, respectively. The stock-based compensation incurred for the three months ended December 31, 2025 and 2024, was related to compensation paid to our executive officers and other employees as part of their compensation plan and third party for professional service.

~~Our~~Other ~~inventories are recorded at the lower of cost or net realizable value~~income, with cost determined using the first-in-first-out (FIFO) method. These costs encompass gift cards or ‘E-voucher’ pin codes, which are acquired from our suppliers as merchandise goods or store credit, as well as healthcare products. Management conducts regular comparisons between the cost of inventories and their net realizable value. If the net realizable value is lower than the cost, an allowance is made for inventory write-down. Ongoing assessments of inventories are carried out to identify potential write-downs due to estimated obsolescence or unmarketability. This determination is based on the difference between the inventory costs and the estimated net realizable value, considering forecasts for future demand and market conditions. Once inventories are written down to the lower of cost or net realizable value, they are not subsequently marked up based on changes in underlying facts and circumstances. Our management has reviewed the aforementioned factors and has applied a 100% write-down for inventories aged above 180 days related to our E-voucher and health care products. For the three months ended September 30, 2025 and 2024, no write-downs for estimated obsolescence or unmarketable inventories were recorded.

Other ~~receivables~~income, net, amounted to approximately $4.6 and ~~other~~$0.5 ~~current~~million for ~~assets~~the three months ended December 31, 2025 and 2024, respectively. This change was primarily attributable to (i) an increase in gain ~~net~~from the change in fair value of derivative liabilities of approximately $4.6 million from issuance of warrant in connection with the Share Purchase Agreement, offset by (ii) a decrease in unrealized gain of approximately $0.5 million on marketable securities as the marketable securities were disposed during the year ended June 30, 2025.

~~Other receivables and other current assets consist~~Provision ~~of prepayment to third parties~~ for ~~cyber~~income security service, director & officer liability insurance (“D&O Insurance”), and other professional fee. Other receivables and other current assets also include refundable advance to third party service provider, and other deposits. Starting from July 1, 2023, we had adopted ASC Topic 326 on our other receivables using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new accounting guidance, we measure credit losses on its other receivables using the current expected credit loss model under ASC 326. As of September 30, 2025 and June 30, 2025, we have provided allowance for credit loss of $1,078,475 and $1,078,353, respectively.taxes

47Provision for income taxes amounted to approximately $100,000 and $9,000 for the three months ended December 31, 2025 and 2024. The amount was mainly attributable to tax imposed on us from the State of Delaware, as we are required to remit franchise tax to the State of Delaware on an annual basis. We also were subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied. For the three months ended December 31, 2025 and 2024, our foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

~~Impairment for long-lived assets~~Net loss

~~Long-lived~~We ~~assets,~~generated ~~including~~net ~~property~~loss ~~and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use~~ of ~~the~~approximately ~~assets)~~$3.1 ~~indicate~~million ~~that~~and ~~the carrying value of an asset may not be recoverable~~$0.2 ~~We assessed~~million ~~the~~for ~~recoverability of~~ the ~~assets~~three ~~based~~months onended ~~the~~December ~~undiscounted~~31, ~~future~~2025 ~~cash flows the assets are expected to generate~~ and ~~recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset~~2024, ~~if any~~respectively, ~~are~~representing ~~less~~a ~~than~~change ~~the carrying value~~ of ~~the~~approximately ~~asset~~$2.9 Ifmillion. anThe ~~impairment~~change ~~is identified, we would reduce the carrying amount~~was ofprimarily ~~the~~attributable ~~asset~~ to ~~its~~the ~~estimated~~factors ~~fair~~discussed ~~value based on a discounted cash flows approach or, when available and appropriate, to comparable market values~~above. ~~$19,517,303 impairment for long-lived assets were recorded as of September 30, 2025 and June 30, 2025.~~

~~Investment in marketable securities~~48

~~Investments in marketable~~For securities, net, consist of investments in listed shares, which are listed on Nasdaq. Marketable securities are accounted for under ASC 321 and reported at their readily determinable fair values as quoted by market exchanges with changes in fair value recorded in other (expense) income in the ~~consolidated~~six statements of operations and comprehensive loss. All changes in a marketable security’s fair value are reported in earnings as they occur, as such, the sale of a marketable security does not necessarily give rise to a significant gain or loss. Unrealized gains/(losses) due to fluctuations in fair value are recorded in the consolidated statements of operations and comprehensive loss. Declines in fair value below cost deemed to be other-than-temporary are recognized as impairments in the consolidated statements of comprehensive income. For the three months ended ~~September~~December 3031, 2025 and 2024~~, we recorded an unrealized holding loss on marketable securities of $0 and approximately $128,000, respectively.~~

Revenue ~~recognition~~

~~Loyalty~~Our breakdown ~~program~~of revenues by categories for the six months ended December 31, 2025 and 2024, respectively, is summarized below:

- Performance obligations at a point in time

	For the Six Months Ended December 31,										Change
	2025		%			2024		%			%
	(Unaudited)					(Unaudited)
Product and loyalty program revenue	$	1,259,936		99.7	%	$	350,004		68.7	%		260.0	%
Transaction revenue		3,583		0.3	%		71,558		14.1	%		(95.0	)%
Member subscription revenue		-		-	%		87,707		17.2	%		(100.0	)%
Total revenues	$	1,263,519		100.0	%	$	509,269		100.0	%		148.1	%

~~Our TADAA Technologies reward loyalty program~~Total ~~allows~~revenues ~~members~~increased toby ~~earn~~approximately ~~points~~$0.8 onmillion ~~purchases~~or ~~that~~148.1% ~~can~~to beapproximately ~~redeemed~~$1.3 million for ~~rewards~~the ~~that~~six ~~include~~months ~~discounts~~ended onDecember ~~future~~31, ~~purchases.~~2025 ~~When members purchase~~from ~~our~~approximately ~~product~~$0.5 ormillion ~~make~~for ~~purchase with our participated vendor through TADAA Technologies, we allocate~~ the ~~transaction~~six ~~price~~months ~~between~~ended ~~the product~~December ~~or service~~31, ~~and~~2024. The ~~the~~decrease ~~reward~~was ~~points~~mainly ~~earned~~attributable ~~based~~to onincrease ~~the~~in ~~relative~~revenue from ~~stand-alone~~product ~~selling prices~~ and ~~expected~~loyalty ~~point~~program ~~redemption.~~revenue, ~~The~~offset ~~portion allocated~~by to the ~~reward~~decrease ~~points~~in istransaction ~~initially~~revenue ~~recorded as contract liability~~ and ~~subsequently~~member ~~recognized~~subscription as revenue ~~upon redemption or expiration~~.

~~The two primary estimates utilized to record the~~Product ~~contract liability for reward points earned by members are the estimated retail price per point~~ and estimated breakage. The estimated retail price per point is based on the actual historical retail prices of product purchased or service obtained through the redemption of reward points. We estimate breakage of reward points based on historical redemption rates. We continually evaluate our methodology and assumptions based on developments in retail price per point redeemed, redemption patterns and other factors. Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liability through current period revenue by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program ~~members as of the end of the reporting period.~~revenue

~~Customized~~Product revenue ~~Software~~was ~~development~~generated ~~Service~~through sales of our e-voucher, health care products and other products through our ZCITY platform while loyalty program revenue was recognized when our customers redeem their previously earned reward points from our loyalty program or upon expiration of the reward point. The product and loyalty program revenue increased by approximately $0.9 million or 260.0% to approximately $1.3 million for the six months ended December 31, 2025 from approximately $0.4 million for the same period in 2024. The increase was driven primarily by higher demand for our e-voucher product, which resulted in increased sales volume.

~~- Performance obligations satisfied over time~~Transaction revenue

~~We recognize~~ Transaction revenue ~~from~~primarily ~~customized~~consists ~~software development~~of ~~services~~fees ~~over~~charged ~~time~~to ~~using~~merchants ~~the~~for ~~cost-to-cost~~participating ~~input~~in ~~method~~our toZCITY ~~measure~~platform ~~progress~~upon ~~toward~~successful ~~satisfaction~~sales ofand ~~our~~service ~~performance obligations.~~transactions, ~~This~~as ~~approach~~well ~~requires~~as usfor topayment ~~make~~services ~~critical~~facilitated ~~estimates~~between merchants and ~~judgments,~~their ~~including~~customers ~~determining~~online. ~~total~~In ~~estimated~~addition, ~~costs~~transaction torevenue ~~complete~~includes ~~each contract~~fees ~~and~~earned ~~assessing~~through ~~progress~~our ~~toward~~recent ~~completion.~~partnership ~~Changes~~with inCredilab ~~project~~Sdn. ~~scope,~~Bhd. ~~complexity~~(“CLSB”), ora ~~estimated~~third-party ~~costs~~credit ~~may~~services ~~significantly~~provider. ~~impact~~Under ~~the timing~~that ~~and~~agreement, ~~amount of revenue~~ we ~~recognize.~~refer Weour ~~also~~portfolio ~~evaluate~~clients ~~whether~~from weTADAA ~~have~~Technologies anSdn. ~~enforceable~~Bhd. ~~right~~(ZCITY’s tooperating ~~payment~~subsidiary) ~~for performance completed~~ to ~~date~~CLSB’s credit ~~and~~service ~~whether~~platform; ~~control~~in isreturn ~~transferred~~CLSB ~~continuously~~pays tous ~~the~~a ~~customer.~~transaction ~~Any~~fee ~~revisions~~for toeach ~~total~~successful ~~estimated~~transaction ~~contract~~and ~~costs~~agrees orto ~~anticipated~~share ~~losses are~~50% ~~recorded~~of in the ~~period~~revenue inderived from ~~which~~those ~~the~~portfolio ~~changes are identified~~clients.

48Our transaction revenue decreased by 95.0%, to approximately $4,000 for the six months ended December 31, 2025, compared to approximately $72,000 for the same period in 2024. This decline was mainly due to less usage from merchants on our ZCITY platform and reduced transaction volume resulting from fewer successful referrals through our partnership with CLSB.

~~Income~~Member subscription ~~taxes~~revenue

~~Deferred~~Member ~~taxes~~subscription ~~are~~revenue ~~accounted~~primarily ~~for~~consists ~~using the asset and liability method in respect~~ of ~~temporary~~fees ~~differences~~charged ~~arising~~to ~~from differences between the carrying amount of assets and liabilities~~customers inwho ~~the~~sign ~~consolidated~~up ~~financial~~for ~~statements~~Zmember, ~~and~~our ~~the~~membership ~~corresponding~~program ~~tax~~that ~~basis~~offers ~~used~~exclusive insavings, ~~the computation of assessable tax profit. In principle~~bonuses, ~~deferred~~ ~~tax~~and ~~liabilities~~referral ~~are recognized for all taxable temporary differences~~rewards. ~~Deferred~~For ~~tax assets are recognized to~~ the ~~extent~~six ~~that~~months itended isDecember ~~probable~~31, ~~that~~2025, ~~taxable~~member ~~profit~~subscription ~~will~~revenue bedecreased ~~available~~by ~~against which deductible temporary differences can be utilized~~100.0% ~~Deferred tax is calculated using tax rates that are expected~~ to ~~apply~~$0, tofrom ~~the~~approximately ~~period~~$88,000 ~~when~~for the ~~asset~~same isperiod ~~realized~~in ~~or the liability is settled~~2024. ~~Deferred tax is charged~~The ordecrease ~~credited~~was inprimarily ~~the~~due ~~income~~to ~~statement,~~we ~~except~~experienced ~~when~~slowdown itin isacquiring ~~related~~new tocustomers ~~items credited or charged directly~~ to ~~equity,~~participate in ~~which~~our ~~case~~Zmember ~~the deferred tax is also dealt with in equity~~program. ~~Deferred~~As ~~tax~~of ~~assets~~December 31, ~~are~~2025 ~~reduced~~and byJune a30, ~~valuation allowance when~~2025, inwe ~~the~~had ~~opinion of management~~27,620 customers itwho issubscribed ~~more likely~~to ~~than~~our ~~not~~Zmember ~~that some portion or all of the deferred tax assets will not be realized~~program. ~~Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.~~

~~An uncertain tax position is recognized as a benefit~~Cost ~~only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount~~ of ~~tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded.~~revenue

~~Stock-based~~Our breakdown ~~compensation~~of cost of revenue by categories for the six months ended December 31, 2025, and 2024, respectively, is summarized below:

We account for stock-based compensation awards to officers in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. In June 2024, we executed executive employment agreements (“Employment Agreements”) with three individuals, appointing them as the Company’s executive officers. Under the terms of the Employment Agreements, each executive officer is entitled to receive a predetermined monetary value of the Company’s common stock as annual compensation for the first year, with stock compensation for subsequent years contingent upon performance. The stock compensation is prorated on a monthly basis and is subject to the restrictions of Securities Act Rule 144. The fair value of the stock-based compensation which included common stock issued were equivalent to the predetermined monetary value. For the three months ended September 30, 2025 and 2024, we have incurred stock-based compensation from our officer and third party service provider amounted to approximately $100,000 and $70,000, respectively.

	For the Six Months Ended December 31,				Change
	2025		2024		%
	(Unaudited)		(Unaudited)
Product and loyalty program revenue	$	1,261,326	$	113,146		1,014.8	%
Total cost of revenue	$	1,261,326	$	113,146		1,014.8	%

~~Warrants~~49

Cost of revenue primarily consists of purchases of gift cards or “E-voucher” ~~Fair~~PIN ~~value~~codes, and healthcare products, which are directly attributable to our product revenue. Total cost of ~~Alumni~~revenue ~~Capital~~increased ~~warrants~~by approximately $1.1 million, or 1,014.8%, for the six months ended December 31, 2025 compared to the same period in 2024. The increase was mainly due to increase of product and loyalty program revenue and higher product cost.

~~We account for the purchase warrants issued to~~Gross Alumni Capital LP (“Alumni Capital”) as liabilities, which are remeasured at fair value at each reporting period, with changes in fair value recognized in our consolidated statements of operations. The fair value of these warrants is estimated using the Black-Scholes option pricing model, which requires the use of significant judgment and assumptions, including expected stock price volatility, risk-free interest rate, expected life of the warrant, and the market price and exercise price of our common stock. These assumptions are highly subjective and inherently uncertain, and changes in any of these inputs can materially affect the estimated fair value of the warrant liability.profit

~~The fair value of the warrants issued to Alumni~~Our ~~Capital~~gross ~~which~~profit ~~was~~from ~~determined~~our onmajor ~~grant~~revenue ~~dates~~categories byis ~~using~~summarized ~~the~~as ~~Black Scholes model using the following assumptions~~follows: (1) expected volatility of 160.20% to 171.88%, (2) risk-free interest rate of 3.52% to 4.37%, (3) expected life of 2.1 years to 2.8 years, (4) exercise price of $1.17 to $5.15 and (5) stock price of $1.08 to $19.50 on grant date, the date of which the warrants were issued. Based on above assumption, the fair value of the warrants were estimated to be $2,687,863.

The fair value of the warrants issued to Alumni Capital which was determined on June 30, 2025 by using the Black Scholes model using the following assumptions: (1) expected volatility of 162.92% to 167.27%, (2) risk-free interest rate of 3.71%, (3) expected life of 2.3 years, (4) exercise price of $1.20 to $2.05 and (5) stock price of $1.10 on June 30, 2025. Based on above assumption, the fair value of the warrants were estimated to be $383,886.

	For the Six Months Ended December 31, 2025			For the Six Months Ended December 31, 2024			Change			Percentage Change
	(Unaudited)			(Unaudited)
Product and loyalty program revenue
Gross profit	$	(1,390	)	$	236,858		$	(238,248	)		(100.6	)%
Gross margin		(0.1	)%		67.7	%		(67.8	)%

Transaction revenue
Gross profit	$	3,583		$	71,558		$	(67,975	)		(95.0	)%
Gross margin		100.0	%		100.0	%		-	%

Member subscription revenue
Gross profit	$	-		$	87,707		$	(87,707	)		(100.0	)%
Gross margin		-	%		100.0	%		(100.0	)%

Total
Gross profit	$	2,193		$	396,123		$	(393,930	)		(99.4	)%
Gross margin		0.2	%		77.8	%		(77.6	)%

~~The~~Our gross ~~fair~~profit ~~value~~for of the ~~warrants~~six ~~issued~~months toended ~~Alumni Capital~~December ~~which~~31, ~~was~~2025, ~~determined~~amounted onto ~~September~~approximately 30$2,000 ~~2025~~as bycompared ~~using~~to ~~the~~approximately ~~Black~~$0.4 ~~Scholes~~million ~~model using~~ for the ~~following~~same ~~assumptions:~~period ~~(1) expected volatility~~in ~~of 162.53%~~2024, ~~(2) risk-free~~reflecting ~~interest~~a ~~rate~~decrease of 3 approximately $0.~~60%,~~4 ~~(3) expected~~million ~~life~~or ~~of 2~~99.~~0 years, (~~4~~) exercise price~~%. ofOur ~~$0.65~~gross tomargin ~~$1.10~~decreased ~~and~~from ~~(5) stock~~77.8% ~~price~~for ofthe six ~~$1.13 on~~months ~~September~~ended 30December 31, ~~2025~~2024 to 0.2% ~~Based~~for onthe ~~above~~same ~~assumption~~period in 2025, ~~the~~representing ~~fair~~an ~~value~~decline of ~~the warrants~~77.6% ~~were~~in ~~estimated~~our togross bemargin ~~$1,037,695~~percentage.

The decrease in gross profit for the three months ended December 31, 2025 was primarily attributable to a decline in gross profit from product and loyalty program revenue, driven by higher procurement costs for certain popular e-voucher products purchased for resale. In addition, the decrease in gross profit was also impacted by lower transaction revenue and the absence of member subscription revenue during the period.

49Operating expenses

~~ITEM~~Our operating 3.expenses ~~QUANTITATIVE~~consist ~~AND~~of ~~QUALITATIVE~~selling ~~DISCLOSURES~~expenses, ~~ABOUT~~general ~~MARKET~~and ~~RISK~~administrative expenses, research and development expenses and stock-based compensation expenses.

~~Not required under Regulation S-K for “smaller~~Selling ~~reporting companies.”~~expenses

~~ITEM~~Selling 4expenses amounted to approximately $46,000 and $0.1 ~~CONTROLS~~million for ~~AND~~the ~~PROCEDURES~~six months ended December 31, 2025 and 2024, respectively, representing a decrease of approximately $72,000 or 61.2%. ~~DISCLOSURE~~The ~~CONTROLS~~decrease was ~~AND~~mainly ~~PROCEDURES~~attributable to decrease in marketing and promotion expense related to promoting our ZCITY platform. Marketing and promotion expense consists of redemptions of reward points which is generated from non-spending related activities (registration as a new user, referral of a new user and Spin & Win eligibility to receive reward points) in exchange for discounted credit of purchasing our products upon conversion of using the reward points. For the six months ended December 31, 2025 and 2024, we incurred approximately $1,300 and $30,000, respectively, in marketing and promotion expense, and recognized the same amount of product revenue at the time of redemption of the non-spending related activities reward points by our customers. The decrease in marketing and promotion expenses was primarily driven by our strategic goal to optimize the promotional activities, enhance our cost effectiveness, and increase profitability in our operations.

~~Evaluation of Disclosure Controls and Procedures~~50

~~Our disclosure controls and procedures are designed~~General to ensure that the information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and ~~reported~~administrative within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.expenses

~~Our~~General ~~management, with the participation~~ and ~~supervision of~~administrative ~~our~~expenses ~~Chief~~amounted ~~Executive~~to ~~Officer~~approximately $4.6 million and ~~our~~$1.6 ~~Chief~~million ~~Financial~~for ~~Officer, have evaluated~~ the ~~effectiveness~~six ofmonths ~~our~~ended ~~disclosure~~December ~~controls~~31, ~~and~~2025 ~~procedures (as defined in Rules 13a-15(e)~~ and ~~15d-15(e)~~2024, ~~under~~respectively, ~~the~~representing ~~Exchange~~a ~~Act)~~increase as of ~~the~~approximately ~~end of the period covered by this quarterly report~~$3. ~~Based~~1 onmillion ~~such~~or ~~evaluation,~~196.3%. ~~our~~The ~~Chief~~increase ~~Executive~~was ~~Officer~~driven ~~and~~primarily ~~Chief~~by ~~Financial~~higher ~~Officer~~costs ~~have~~associated ~~concluded~~with ~~that~~administrative ~~as of such date~~functions, ~~our~~including ~~disclosure~~incremental ~~controls~~staffing and ~~procedures~~increased ~~were~~professional ~~not,~~service infees ~~design~~to ~~and~~support ~~operation,~~our ~~effective~~operations. asThe ofincrease ~~September~~is ~~30,~~also ~~2025~~attributable atto aincrease ~~reasonable~~of ~~assurance~~approximately ~~level due to the material~~$0.3 ~~weaknesses~~million inof ~~internal~~impairment ~~control~~loss ~~over~~from ~~financial~~our ~~reporting~~intangible ~~described below:~~assets.

● 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 Research and ~~reporting~~development 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;expenses

●Research and ~~Inadequate~~development ~~internal~~expense ~~audit~~amounted ~~function.~~to Weapproximately ~~lack~~$0.8 ofmillion aand ~~functional~~$80,000 ~~internal~~for ~~audit~~the ~~department~~six ormonths ~~personnel~~ended ~~that~~December ~~monitors~~31, ~~the~~2025 ~~consistencies~~and of2024, ~~the~~respectively, representing ~~preventive~~899.0% ~~internal~~increase ~~control~~as ~~procedures~~we ~~and~~incurred ~~lack~~more ofspending ~~adequate~~in ~~policies~~A.I ~~and~~related ~~procedures~~infrastructure indevelopment. ~~internal~~The ~~audit~~increase ~~function~~primarily toreflects costs ~~ensure~~for ~~that~~software ~~our~~engineering, ~~policies~~cloud infrastructure and ~~procedures~~GPU-related ~~have~~development ~~been~~supporting ~~carried~~the ~~out~~live-streaming/AI asprogram ~~planned;~~described in “Business Development.”

~~A material weakness is a deficiency, or a combination~~Stock-based ofcompensation deficiencies, within the meaning of Public Company Accounting Oversight Board Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.expenses

~~Following~~Stock-based compensation expenses amounted to approximately $0.9 million and $0.1 million for the ~~identification~~six ofmonths ended December 31, 2025, and 2024, respectively. The stock-based compensation incurred for the ~~material~~six ~~weaknesses~~months ended December 31, 2025 and 2024, was related to compensation paid to our executive weofficers and employees as part of their compensation plan toand ~~take~~third ~~remedial~~party ~~measures~~for ~~including:~~professional service.

●Other ~~hiring~~income, 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;net

●Other ~~implementing~~income, ~~regular~~net, ~~and~~amounted ~~continuous~~to Uapproximately $4.S3 and 0.3 ~~GAAP~~million ~~accounting~~for the six months ended December 31, 2025 and ~~financial~~2024, ~~reporting~~respectively. ~~training~~This ~~programs~~change ~~for~~was ~~our~~primarily ~~accounting~~attributable ~~and~~to ~~financial~~(i) ~~reporting~~an ~~personnel;~~increase in gain from the change in fair value of derivative liabilities of approximately $4.2 million from issuance of warrant in connection with the Share Purchase Agreement, offset by (ii) a decrease in unrealized income of approximately $0.3 million on marketable securities as the marketable securities were disposed during the year ended June 30, 2025.

●Provision for ~~establishing~~income ~~internal audit function by engaging an external consulting firm to assist us with assessment of Sarbanes-Oxley Act of 2002 compliance requirements and improvement of overall internal control; and~~taxes

●Provision ~~strengthening~~for income taxes amounted to approximately $100,000 and $21,000 for the six months ended December 31, 2025 and 2024. The amount was mainly attributable to tax imposed on us from the State of Delaware, as we are required to remit franchise tax to the State of Delaware on an annual basis. We also were subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher, there will be no U.S. corporate tax ~~governance~~after the 80% foreign tax credits are applied. For the six months ended December 31, 2025 and 2024, our foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

~~Changes in Internal Control Over Financial~~Net ~~Reporting~~loss

~~There~~We ~~were~~generated nonet ~~changes~~loss inof ~~our~~approximately ~~internal~~$5.2 ~~control over~~million ~~financial reporting identified in management’s evaluation pursuant to Rules 13a-15(f)~~ and ~~15d-15(f)~~$1.2 ~~under the Exchange Act~~million ~~during~~for the ~~quarter~~six months ended ~~September~~December 3031, 2025 ~~that~~and ~~materially~~2024, ~~affected~~respectively, orrepresenting ~~are~~a ~~reasonably~~change ~~likely~~of toapproximately ~~materially~~$4.1 ~~affect,~~million. ~~our~~The ~~internal~~change ~~control~~was ~~over~~primarily ~~financial~~attributable ~~reporting~~to the factors discussed above.

5051

~~PART~~Liquidity and ~~II.~~Capital ~~OTHER INFORMATION~~Resources

~~ITEM~~In assessing 1liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. ~~LEGAL~~Our ~~PROCEDINGS~~liquidity needs are to meet working capital requirements and operating expense obligations. To date, we financed our operations primarily through cash flows from contribution from stockholders, issuance of convertible notes, related party loans and our completion of initial underwritten public offering.

WeAs of ~~may~~December be31, ~~subject~~2025 ~~to legal disputes~~ and ~~subject to~~June ~~claims~~30, ~~that~~2025, ~~arise~~we inhad ~~the~~approximately ~~ordinary~~$5.5 ~~course~~million ofand ~~business~~0.2 Wemillion, ~~are~~respectively, ~~not~~in acash ~~party~~and orcash ~~subject to any pending legal proceedings the resolution~~equivalent of which isprimarily ~~expected~~consists toof ~~have~~bank ~~a material adverse effect on our business~~deposits, ~~operating~~which ~~results,~~are ~~cash~~unrestricted ~~flows~~as orto ~~financial~~withdrawal ~~condition~~and use.

~~ITEM~~On March 1A22, 2024, we entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. ~~RISK~~Wainwright ~~FACTORS~~& Co., LLC, (the “Manager”). Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through or to the Manager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering. As of December 31, 2025, we have received an aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of 1,678 shares of common stock which sell through or to the Manager.

AsOn October a10, ~~smaller~~2024, ~~reporting~~we ~~company~~entered asinto ~~defined~~a byShare ~~Rule 12b-2~~Purchase ofAgreement (the ~~Securities~~“Purchase ~~Exchange~~Agreement”) ~~Act~~with of

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