As filed with the Securities and Exchange Commissionon November 8, 2023.

RegistrationNo. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Treasure Global Inc

(Exact name of registrant as specified in its charter)

276 5th Avenue, Suite 704 #739

New York, New York 10001

+6012643 7688

(Address,including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chong Chan “Sam” Teo

Chief Executive Officer

Treasure Global Inc

276 5th Avenue, Suite 704 #739

New York, New York 10001

+6012643 7688

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copiesto:

Approximatedate of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐ 

TheRegistrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until theRegistrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dateas the Commission acting pursuant to said Section 8(a), may determine.

Theinformation in this prospectus is not complete and may be changed. These securities may not be sold until the registration statementfiled with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not solicitingan offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

Up to 12,909,888 Shares of Common Stock

Pre-funded Warrants to Purchase up to 12,909,888Shares of Common Stock

TreasureGlobal Inc

Treasure Global Inc is offering 12,909,888 sharesof its common stock, par value, $0.00001 per share, at an assumed offering price of $0.3873 per share, based upon the last reported saleprice of our common stock on The Nasdaq Capital Market on November 6, 2023.

We are also offering to those purchasers, if any,whose purchase of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain relatedparties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediatelyfollowing the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (each a “Pre-fundedWarrant”) at an exercise price of $0.001 per share. The purchase price of each Pre-funded Warrant is equal to the price per shareof common stock being sold to the public in this offering, minus $0.001. The Pre-funded Warrants will be immediately exercisable and maybe exercised at any time until all of the Pre-funded Warrants are exercised in full.

Foreach Pre-funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. The offeringalso includes the shares of common stock issuable from time to time upon exercise of the Pre-Funded Warrants.

Our common stock is listed on The Nasdaq CapitalMarket under the symbol “TGL.” The closing price of our common stock on November 6, 2023, as reported by The Nasdaq CapitalMarket, was $0.3873. There is no established trading market for the Pre-funded Warrants and we do not intend to list the Pre-funded Warrantson any securities exchange or nationally recognized trading system.

We have agreed pursuant to the terms in an underwritingagreement dated the date of this prospectus, to grant EF Hutton, division of Benchmark Investments, LLC, the underwriter, a 45-day over-allotmentoption exercisable from the date of this prospectus, to purchase up to an additional 1,936,483 shares of common stock and/or Pre-fundedWarrants (15% of the shares of common stock and the Pre-funded Warrants sold in this offering).

Weintend to use the proceeds from this offering for general corporate purposes, including investments. See “Use of Proceeds.”

Investingin our securities involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus fora discussion of information that should be considered in connection with an investment in our securities.

Neitherthe Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securitiesor determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Weare an “emerging growth company” as that term is used in the Jumpstart Our Business Start-ups Act of 2012 (the “JobsAct”), and we have elected to comply with certain reduced public company reporting requirements.

For additional information regarding our arrangementwith the underwriter, please see “Underwriting” beginning on page 81.

Theunderwriter expects to deliver the shares against payment on ________________, 2023.

EF Hutton

division of Benchmark Investments, LLC

Prospectusdated ________________, 2023

Tableof Contents

Youshould rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the underwriters,have authorized any other person to provide you with information that is different from, or adds to, that contained in this prospectus.If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the underwriters take responsibilityfor, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that theinformation contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardlessof the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results of operationsand prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in which such offeris unlawful.

Noaction is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distributionof this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United Statesare required to inform themselves about and to observe any restrictions as to this public offering and the distribution of this prospectusapplicable to that jurisdiction.

ABOUTTHIS PROSPECTUS

Throughoutthis prospectus, unless otherwise designated or the context suggests otherwise,

MARKETDATA

Marketdata and certain industry data and forecasts used throughout this prospectus were obtained from internal company surveys, market research,consultant surveys, publicly available information, reports of governmental agencies and industry publications and surveys. Industrysurveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained fromsources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. To our knowledge, certain third-partyindustry data that includes projections for future periods does not take into account the effects of the worldwide coronavirus pandemic.Accordingly, those third-party projections may be overstated and should not be given undue weight. Forecasts are particularly likelyto be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding general economicgrowth were used in preparing the forecasts we cite. Statements as to our market position are based on the most currently available data.While we are not aware of any misstatements regarding the industry data presented in this prospectus, our estimates involve risks anduncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”in this prospectus.

RISKFACTORS

Ourbusiness is subject to many risks and uncertainties, which may affect our future financial performance. If any of the events or circumstancesdescribed below occur, our business and financial performance could be adversely affected, our actual results could differ materiallyfrom our expectations, and the price of our stock could decline. The risks and uncertainties discussed below are not the only ones weface. There may be additional risks and uncertainties not currently known to us or that we currently do not believe are material thatmay adversely affect our business and financial performance. You should carefully consider the risks described below, together with allother information included in this prospectus including our financial statements and related notes, before making an investment decision.The statements contained in this prospectus that are not historic facts are forward-looking statements that are subject to risks anduncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements.If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that case,the trading price of our common stock could decline, and investors in our securities may lose all or part of their investment.

RisksRelated to Our Business

Thereis substantial doubt about our ability to continue as a going concern.

We have incurred substantial operating lossessince our inception. For the year ended June 30, 2023, we had approximately $4.6 million cash on hand, an accumulated deficit of approximately$31.4 million at June 30, 2023, a net loss of approximately $11.7 million for the year ended June 30, 2023, and approximately $9.6 millionnet cash used by operating activities for the year ended June 30, 2023. The accompanying consolidated financial statements have been preparedon a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.We anticipate incurring additional losses until such time, if ever, that we will be able to effectively market our products.

Thenet proceeds from our sale of shares of our common stock and Pre-funded Warrants, if any, in this offering will be approximately$4.3 million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable byus. We believe that the net proceeds from this offering will meet our capital needs for the next   5 monthsunder our current business plan.

Ifwe have insufficient capital to operate our business under our current business plan, we have contingency plans for our business thatinclude, among other things, the delay of the introduction of new products and a reduction in headcount which is expected to substantiallyreduce revenue growth and delay our profitability. There can be no assurance that our implementation of these contingency plans willnot have a material adverse effect on our business.

Followingthis offering, we will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fundoperations; however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all. The saleof additional equity may dilute investors and newly issued shares may contain senior rights and preferences compared to currently outstandingshares of common stock. Issued debt securities may contain covenants and limit our ability to pay dividends or make other distributionsto stockholders. If we are unable to obtain such additional financing, future operations would need to be scaled back or discontinued.

Wehave a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increasethe risk that we will not be successful.

We have a limited operating history on which tobase an evaluation of our business and prospects. We are subject to all the risks inherent in a small company seeking to develop, marketand distribute new services, particularly companies in evolving markets such as the internet, technology and payment systems. The likelihoodof our success must be considered, in light of the problems, expenses, difficulties, complications and delays frequently encountered inconnection with the development, introduction, marketing and distribution of new products and services in a competitive environment.

Suchrisks for us include, but are not limited to, dependence on the success and acceptance of our services, the ability to attract and retaina suitable client base and the management of growth. To address these risks, we must, among other things, generate increased demand,attract a sufficient clientele base, respond to competitive developments, increase the “ZCITY” brand names’ visibility,successfully introduce new services, attract, retain and motivate qualified personnel and upgrade and enhance our technologies to accommodateexpanded service offerings. In view of the rapidly evolving nature of our business and our limited operating history, we believe thatperiod-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as an indication offuture performance.

Weare therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitationswith respect to personnel, financial and other resources and lack of revenues.

Ifwe fail to raise capital when needed it will have a material adverse effect on our business, financial condition and results of operations.

We have limited revenue-producing operations andwill require the proceeds from our recently concluded offering to execute our full business plan. We believe the proceeds from our previousoffering will be sufficient to cover our funding needs until part way through the first calendar quarter of  2024. Further, no assurancecan be given if additional capital is needed as to how much additional capital will be required or that additional financing can be obtained,or if obtainable, that the terms will be satisfactory to us, or that such financing would not result in a substantial dilution of shareholderinterest. A failure to raise capital when needed would have a material adverse effect on our business, financial condition and resultsof operations. In addition, debt and other equity financing may involve a pledge of assets and may be senior to interests of equity holders.Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financialand operational matters, which may make it more difficult for us to obtain additional capital or to pursue business opportunities, includingpotential acquisitions. If adequate funds are not obtained, we may be required to reduce, curtail or discontinue operations.

Noneof our material contracts are long term and if not renewed could have a material adverse effect on our business.

Wehave entered into material contracts with a number of companies that directly or indirectly provide the goods and services that appearon our ZCITY App. The majority of these contracts can be terminated by any party with 30 days’ notice. The contract with iPay88(the “iPay88 Agreement”), which provides the payment gateway for many of the brands that can be accessed through the ZCITYApp, has no termination clause which means that iPay88 could terminate the iPay88 Agreement without any notice. If oneor more of these contracts were not renewed or were terminated and we were not able to enter into agreements with others that could replacethese services, the ZCITY App could lose material features and in turn we could find it harder to maintain and grow our user base, whichwould have a material adverse effect on our business. For a description of these material contracts See “Business—AboutZCITY App.”   

Werely on email, internet search engines and application marketplaces to drive traffic to our ZCITY App, certain providers of which offerproducts and services that compete directly with our products. If links to our applications and website are not displayed prominently,traffic to our ZCITY App could decline and our business would be adversely affected.

Emailcontinues to be a verification source of organic traffic for us. If email providers or internet service providers implement new or morerestrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficultto deliver emails to our users or for user verification process. For example, certain email providers, including Google, categorize ouremails as “promotional,” and these emails are directed to an alternate, and less readily accessible, section of a users’inbox. If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to users in a manner compatiblewith email providers’ email handling or authentication technologies, our ability to contact users through email could be significantlyrestricted. In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted,unsolicited emails, marketing campaigns and business updates could be substantially harmed.

Werely heavily on Internet search engines, such as Google, to drive traffic to our ZCITY App through their unpaid search results and onapplication marketplaces to drive downloads of our applications. Although search results and application marketplaces have allowed usto attract a large audience with low organic traffic acquisition costs to date, if they fail to drive sufficient traffic to our ZCITYApp, we may need to increase our marketing spend to acquire additional traffic. We cannot assure you that the value we ultimately derivefrom any such additional traffic would exceed the cost of acquisition, and any increase in marketing expense may in turn harm our operatingresults.

Theamount of traffic we attract from search engines is due in large part to how and where information from and links to our website aredisplayed on search engine result pages. The display, including rankings, of unpaid search results can be affected by a number of factors,many of which are not in our direct control, and may change frequently. Search engines have made changes in the past to their rankingalgorithms, methodologies and design layouts that may have reduced the prominence of links to our ZCITY App and negatively impacted ourtraffic, and we expect they will continue to make such changes from time to time in the future. Similarly, marketplace operators maymake changes to their marketplaces that make access to our products more difficult. For example, our applications may receive unfavorabletreatment compared to the promotion and placement of competing applications, such as the order in which they appear within marketplaces.

Wemay not know how or otherwise be in a position to influence search results or our treatment in application marketplaces. With respectto search results in particular, even when search engines announce the details of their methodologies, their parameters may change fromtime to time, be poorly defined or be inconsistently interpreted. For example, Google previously announced that the rankings of sitesshowing certain types of app install interstitials could be penalized on its mobile search results pages. While we believe the type ofinterstitial we currently use is not being penalized, we cannot guarantee that Google will not unexpectedly penalize our app installinterstitials, causing links to our mobile website to be featured less prominently in Google’s mobile search results and harmingtraffic to our ZCITY App as a result.

Insome instances, search engine companies and application marketplaces may change their displays or rankings in order to promote theirown competing products or services or the products or services of one or more of our competitors. For example, Google has integratedits local product offering with certain of its products, including search and maps. The resulting promotion of Google’s own competingproducts in its web search results has negatively impacted the search ranking of our website. Because Google in particular is the mostsignificant source of traffic to our website, accounting for a substantial portion of the visits to our website, our success dependson our ability to maintain a prominent presence in search results for queries regarding local businesses on Google. As a result, Google’spromotion of its own competing products, or similar actions by Google in the future that have the effect of reducing our prominence orranking on its search results, could have a substantial negative effect on our business and results of operations.

Theecommerce market is highly competitive and if we do not have sufficient resources to maintain research and development, marketing, salesand client support efforts on a competitive basis our business could be adversely affected.

Theinternet-based ecommerce business is highly competitive and we compete with several different types of companies that offer some formof user-vendor connection experience, as well as marketing data companies. Certain of these competitors may have greater industry experienceor financial and other resources than us.

Tobecome and remain competitive, we will require research and development, marketing, sales and client support. We may not have sufficientresources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materiallyand adversely affect our business, financial condition and results of operations. We intend to differentiate ourselves from competitorsby developing a payments platform that allows consumers and merchants to accept and use bonus points.

Themarket for consumer’s lifestyle is rapidly evolving and intensely competitive, and we expect competition to intensify further inthe future. There is no guarantee that any factors that differentiate us from our competitors will give us a market advantage or continueto be a differentiating factor for us in the foreseeable future. Competitive pressures created by our direct or indirect competitorscould have a material adverse effect on our business, results of operations and financial condition.

Themarket for our ZCITY App is new and unproven.

Wewere founded in 2020 and ZCITY was founded in 2017 and since our inception have been creating products for the developing and rapidlyevolving market for API-based software platforms, a market that is largely unproven and is subject to a number of inherent risks anduncertainties. We believe that our future success will depend in large part on the growth, if any, in the market for software platformsthat provide features and functionality to create the entire lifestyle ecosystem. It is difficult to predict customer adoption and renewalrates, customer demand for our solutions, the size and growth rate of the overall market that our ZCITY App addresses, the entry of competitiveproducts or the success of existing competitive products. Any expansion of the market our ZCITY App addresses depends upon a number offactors, including the cost, performance and perceived value associated with such solutions. If the market our ZCITY App addresses doesnot achieve significant additional growth or there is a reduction in demand for such solutions caused by a lack of customer acceptance,technological challenges, competing technologies and products or decreases in corporate spending, it could have a material adverse effecton our business, results of operations and financial condition.

Ifwe are unable to expand our systems or develop or acquire technologies to accommodate increased volume or an increased variety of operatingsystems, networks and devices broadly used in the marketplace our ZCITY App could be impaired.

We seek to generate a high volume oftraffic and transactions through our technologies. Accordingly, the satisfactory performance, reliability and availability of our websiteand platform, processing systems and network infrastructure are critical to our reputation and our ability to attract and retain largenumbers of users who transact sales on our platform through a variety of operating systems, networks and devices while maintaining adequatecustomer service levels. Our revenues depend, in substantial way, on the volume of user transactions that are successfully completed.Any system interruptions that result in the unavailability of our service or reduced customer activity would ultimately reduce the volumeof transactions completed. Interruptions of service may also diminish the attractiveness of our company and our services. Any substantialincrease in the volume of traffic on our ZCITY App, the number of transactions being conducted by customers or substantial increase inthe variety of operating systems, networks or devices that are broadly used in the market will require us to expand and upgrade our technology,transaction processing systems and network infrastructure. There can be no assurance that we will be able to accurately project the rateor timing of increases, if any, in the use of the ZCITY App or timely expand and upgrade our systems and infrastructure to accommodatesuch increases or increases in the variety of operating systems, networks or devices in a timely manner. Any failure to expand or upgradeour systems could have a material adverse effect on our business, results of operations and financial condition.

We use internally developed systems to operateour service and for transaction processing. We must continually enhance and improve these systems in order to accommodate the level ofuse of our products and services and increase our security. Furthermore, in the future, we may add new features and functionality to ourservices that would result in the need to develop or license additional technologies. Our inability to add new software and hardware todevelop and further upgrade our existing technology, transaction processing systems or network infrastructure to accommodate increasedtraffic on our platforms or increased transaction volume through our processing systems or to accommodate new operating systems, networksor devices broadly used in the marketplace or to provide new features or functionality may cause unanticipated system disruptions, slowerresponse times, degradation in levels of customer service, impaired quality of the user’s experience on our service, and delaysin reporting accurate financial information. There can be no assurance that we will be able in a timely manner to effectively upgradeand expand our systems or to integrate smoothly any newly developed or purchased technologies with our existing systems. Any inabilityto do so would have a material adverse effect on our business, results of operations and financial condition.

Aswe increase our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption orinterference with these platforms could adversely affect our financial condition and results of operations.

Werely on cloud-based applications and platforms for critical business functions. We also are migrating a significant portion of our computinginfrastructure to third party hosted cloud-based computing platforms. If we are not able to complete this migration on our expected timeline,we could incur additional costs. Further, these migrations can be risky and may cause disruptions to the availability of our productsdue to service outages, downtime or other unforeseen issues that could increase our costs. We also may be subject to additional riskof cybersecurity breaches or other improper access to our data or confidential information during or following migrations to cloud-basedcomputing platforms. In addition, cloud computing services may operate differently than anticipated when introduced or when new versionsor enhancements are released. As we increase our reliance on cloud-based computing services, our exposure to damage from service interruptionsmay increase. In the event any such issues arise; it may be difficult for us to switch our operations from our primary cloud-based providersto alternative providers. Further, any such transition could involve significant time and expense and could negatively impact our abilityto deliver our products and services, which could harm our financial condition and results of operations.

Ourfailure to successfully market our ZCITY App could result in adverse financial consequences.

Webelieve that continuing to strengthen our ZCITY App is critical to achieving our widespread acceptance, particularly in light of thecompetitive nature of our market. Promoting and positioning our ZCITY App will depend largely on the success of our marketing effortsand our ability to provide high quality services. In order to promote our ZCITY App, we will need to increase our marketing budget andotherwise increase our financial commitment to creating and maintaining brand loyalty among users. There can be no assurance that ZCITYApp promotion activities will yield increased revenues or that any such revenues would offset the expenses incurred by us in buildingour ZCITY App. Further, there can be no assurance that any new users attracted to us will conduct transactions over the ZCITY App ona regular basis. If we fail to promote and maintain our brand or incur substantial expenses in an attempt to promote and maintain ourbrand or if our existing or future strategic relationships fail to promote the ZCITY App or increase awareness, our business, resultsof operations and financial condition would be materially adversely affected.

Wemay not be able to successfully develop and promote new products or services which could result in adverse financial consequences.

Weplan to expand our operations by developing and promoting new or complementary services, products or transaction formats or expandingthe breadth and depth of services. There can be no assurance that we will be able to expand our operations in a cost-effective or timelymanner or that any such efforts will maintain or increase overall market acceptance. Furthermore, any new business or service launchedby us that is not favorably received by consumers could damage our reputation and diminish the value of our brand. Expansion of our operationsin this manner would also require significant additional expenses and development, operations and other resources and would strain ourmanagement, financial and operational resources. The lack of market acceptance of such services or our inability to generate satisfactoryrevenues from such expanded services to offset their cost could have a material adverse effect on our business, results of operationsand financial condition.

Inaddition, if we are unable to keep up with changes in technology and new hardware, software and services offerings, for example, by providingthe appropriate training to out account managers, sales technology specialists, engineers and consultants to enable them to effectivelysell and deliver such new offerings to customers, our business, results of operations or financial condition could be adversely affected.

Adecline in the demand for goods and services of the merchants included in the ZCITY App could result in adverse financial consequences.

We expect to derive most of our revenues fromfees from successfully completed transactions on our consumer facing platforms. Our future revenues will depend upon continued demandfor the types of goods and services that are offered by the merchants that are included on such platforms. Any decline in demand for thegoods offered through our services as a result of changes in consumer trends could have a material adverse effect on our business, resultsof operations and financial condition.

Theeffective operation of our platform is dependent on technical infrastructure and certain third-party service providers.

Ourability to attract, retain and serve customers is dependent upon the reliable performance of our ZCITY App and the underlying technicalinfrastructure. We may fail to effectively scale and grow our technical infrastructure to accommodate these increased demands. In addition,our business will be reliant upon third party partners such as financial service providers and cash-out providers, payment terminalsand equipment providers. Any disruption or failure in the services from third party partners used to facilitate our business could harmour business. Any financial or other difficulties these partners face may adversely affect our business, and we exercise little controlover these partners, which increases vulnerability to problems with the services they provide.

Thereis no assurance that we will be profitable.

Thereis no assurance that we will earn profits in the future or that profitability will be sustained. There is no assurance that future revenueswill be sufficient to generate the funds required to continue our business development and marketing activities. If we do not have sufficientcapital to fund our operations, we may be required to reduce our sales and marketing efforts or forego certain business opportunities.

Wecould lose the right to the use of our domain names.

Wehave registered domain names for our website that we use in our business. If we lose the ability to use a domain name, whether due totrademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our products under a newdomain name, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain name inquestion. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similarto ours, especially in light of our expected expansion in SEA countries and East Asia. Domain names similar to ours may be registeredin the United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that infringe on,are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Protecting and enforcing our rightsin our domain names may require litigation, which could result in substantial costs and diversion of management’s attention.

Wemay be required to expend resources to protect ZCITY App information or we may be unable to launch our services.

Fromtime to time, other companies may copy information from our ZCITY App, through website scraping, robots or other means, and publish oraggregate it with other information for their own benefit. We have no assurance other companies will not copy, publish or aggregate contentfrom our ZCITY App in the future. When third parties copy, publish or aggregate content from our ZCITY App, it makes them more competitive,and decreases the likelihood that consumers will visit our website or use our mobile app to find the information they seek, which couldnegatively affect our business, results of operations and financial condition. We may not be able to detect such third-party conductin a timely manner and, even if we could, we may not be able to prevent it. In some cases, particularly in the case of websites operatingoutside of the United States, our available remedies may be inadequate to protect us against such practices. In addition, we may be requiredto expend significant financial or other resources to successfully enforce our rights.

Breachesof our online commerce security could occur and could have an adverse effect on our reputation.

Asignificant barrier to online commerce and communications is the secure transmission of confidential information over public networks.There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography and cybersecurity or otherevents or developments will not result in a compromise or breach of the technology used by us to protect customer transaction data. Ifany such compromise of our security were to occur, it could have a material adverse effect on our reputation and, therefore, on our business,results of operations and financial condition. Furthermore, a party who is able to circumvent our security measures could misappropriateproprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resourcesto protect against such security breaches or to alleviate problems caused by such breaches. Concerns over the security of transactionsconducted on the Internet and other online services and the privacy of users may also inhibit the growth of the Internet and other onlineservices generally, and the Web in particular, especially as a means of conducting commercial transactions. To the extent that our activitiesinvolve the storage and transmission of proprietary information, security breaches could damage our reputation and expose us to a riskof loss or litigation and possible liability. There can be no assurance that our security measures will prevent security breaches orthat failure to prevent such security breaches will not have a material adverse effect on our business, results of operations and financialcondition.

Wemay not have the ability to manage our growth.

We anticipate that significant expansion willbe required to address potential growth in our customer base and market opportunities. Our anticipated expansion is expected to placea significant strain on our management, operational and financial resources. To manage any material growth of our operations and personnel,we may be required to improve existing operational and financial systems, procedures and controls and to expand, train and manage ouremployee base. There can be no assurance that our planned personnel, systems, procedures and controls will be adequate to support ourfuture operations, that management will be able to hire, train, retain, motivate and manage required personnel or that our managementwill be able to successfully identify, manage and exploit existing and potential market opportunities. If we are unable to manage growtheffectively, our business, prospects, financial condition and results of operations may be materially adversely affected.

Werely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, ourbusiness could be harmed.

Weare, and will be, heavily dependent on the skill, acumen and services of our management and other employees. Our future success dependson our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals arein high demand, and we may incur significant costs to attract them. In addition, the loss of any of our senior management or key employeescould materially adversely affect our ability to execute our business plan, and we may not be able to find adequate replacements. Allof our officers and employees are at-will employees, which means they may terminate their employment relationship with us at any time,and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will be able to retainthe services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employeesor retaining and motivating existing employees, our business could be harmed.

Illegaluse of our ZCITY App could result in adverse consequences to us.

Despitemeasures we will implement to detect and prevent identify theft or other fraud, our ZCITY App remains susceptible to potentially illegalor improper uses. Despite measures we will take to detect and lessen the risk of this kind of conduct, we cannot assure that these measureswill succeed. Our business could suffer if customers use the ZCITY App for illegal or improper purposes.

If merchants on our ZCITY App are operating illegally,we could be subject to civil and criminal lawsuits, administrative action and prosecution for, among other things, money laundering orfor aiding and abetting violations of law. We would lose the revenues associated with these accounts and could be subject to materialpenalties and fines, both of which would seriously harm our business.

Weare subject to certain risks by virtue of our international operations.

Weoperate and expand internationally. We expect to expand our international operations significantly by accessing new markets abroad andexpanding our offerings in new languages: not less than all languages in SEA countries and Japan. Our platform is now available in Englishand several other languages. However, we may have difficulty modifying our technology and content for use in non-English-speaking marketsor fostering new communities in non-English-speaking markets. Our ability to manage our business and conduct our operations internationallyrequires considerable management attention and resources, and is subject to the particular challenges of supporting a rapidly growingbusiness in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems andcommercial infrastructures. Furthermore, in most international markets, we would not be the first entrant, and our competitors may bebetter positioned than we are to succeed. Expanding internationally may subject us to risks that we have either not faced before or increaseour exposure to risks that we currently face, including risks associated with:

Wedo not have liability business interruption, litigation or natural disaster insurance.

Wedo not have any business liability, disruption insurance or any other forms of insurance coverage for our operations in Malaysia becauseour business is still in planning and early stage. Any potential liability, business interruption, litigation or natural disaster mayresult in our business incurring substantial costs and the diversion of resources.

Theeconomy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects.

Ourbusiness and prospects depend on the continuing development of the economy in Malaysia. We cannot assure you that the Malaysian economywill continue to grow at the same pace as in the past. Economic growth is determined by countless factors, and it is extremely difficultto predict with any level of absolute certainty. In the event that the Malaysian economy suffers, demand for the services and/or productsof our wholly owned subsidiaries may diminish, which would in turn result in decreased likelihood of profitability. This could in turnresult in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investmentin our Company.

Weface the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be ableto conduct in Malaysia and the profitability of such business.

Policiesof the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysiangovernment could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof,confiscatory taxation, restrictions on currency conversion, imports or sources of supplies or the expropriation or nationalization ofprivate enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may notbe significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affectingMalaysia’s political, economic and social environment.

Weare subject to foreign exchange control policies in Malaysia.

Theability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policiesin the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capitalflows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administeredby the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreignexchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issuedby BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israelat any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arisingfrom investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictionsin the future, we may be affected in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in suchother countries. Since we are a holding company and rely principally on dividends and other payments from our subsidiaries for our cashrequirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial conditionand results of operations.

Malaysiais experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economyand inflation that could lead to a significant decrease in our profitability.

Whilethe Malaysian economy has experienced rapid growth over the last two decades, they have also experienced inflationary pressures. As governmentstake steps to address inflationary pressures, there may be significant changes in the availability of bank credits, interest rates, limitationson loans, restrictions on currency conversions and foreign investment. There also may be imposition of price controls. If our revenuesrise at a rate that is insufficient to compensate for the rise in our costs, it may have an adverse effect on our profitability. If theseor other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth, whichmay harm our business, financial condition and results of operations.

Ifinflation increases significantly in SEA countries, our business, results of operations, financial condition and prospects could be materiallyand adversely affected.

Shouldinflation in SEA countries, including Malaysia, increase significantly, our costs, including our staff costs are expected to increase.Furthermore, high inflation rates could have an adverse effect on the countries’ economic growth, business climate and dampen consumerpurchasing power. As a result, a high inflation rate in SEA countries, including Malaysia, could materially and adversely affect ourbusiness, results of operations, financial condition and prospects.

Anypotential disruption in and other risks relating to our merchants’ supply chain could increase the costs of their products or servicesto consumers, potentially causing consumers to limit their spending or seek products or services from alternative businesses that maynot be registered as a merchant with us, which may ultimately affect the total number of users using our platform and harm our business,financial condition and results of operations.

Ouroffline and online merchants obtain their products, or the raw materials comprised of their products or used in their services, frommanufacturers and distributors located around the world, and may have entered into long-term contracts or exclusive agreements that wouldensure their ability to acquire the types and quantities of products or raw materials they desire at acceptable prices and in a timelymanner. Any potential disruption in and other risks relating to the offline or online merchants’ supply chain as a result of theCOVID-19 pandemic or Russia’s invasion of Ukraine, could increase the costs of their products or services to consumers, potentiallycausing consumers to limit their spending or seek products or services from alternative businesses that may not be registered as a merchantwith us, which may ultimately affect the total number of users using our platform and harm our business, financial condition and resultsof operations.

Ourbusiness will be exposed to foreign exchange risk.

Wederive most of our revenue from the operations of our ZCITY App in Malaysia and expect to derive our revenue from Malaysia, other SEAcountries and Japan in the future. Our functional currencies will by necessity be the currencies of the countries of SEA and Japan. Ourreporting currency is the U.S. dollar. We translate our results of operations using the average exchange rate for the period, unlessthe average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which caseincome and expenses are translated at the rate on the dates of the transactions, and we translate our financial position at the period-endexchange rate. Accordingly, any significant fluctuation between the currencies of countries of SEA and Japan on the one hand and theU.S. dollar on the other could expose us to foreign exchange risk.

Someof the currencies of the countries of SEA are not freely convertible. The foreign exchange management regime of many SEA countries hastransitioned from a system of fixed multiple exchange rates controlled by the state banks to a system of flexible exchange rates regulatedlargely by market forces, though transfers of currency is regulated and controlled in some countries. A significant depreciation in manyof the currencies of countries of SEA against major foreign currencies may have a material adverse impact on our results of operationsand financial condition because our reporting currency is the U.S. dollar. There can be no assurance, that the governments will continueto relax their foreign exchange regulations, that they will maintain the same foreign exchange policy or that there will be sufficientforeign currency available in the market for currency conversions. If, in the future, the regulations restrict our ability to convertlocal currencies or there is insufficient foreign currency available in the market, we may be unable to meet any foreign currency paymentobligations.

Fluctuationsin exchange rates in the Malaysian Ringgit (“RM”) could adversely affect our business and the value of our securities.

Thevalue of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’spolitical and economic conditions. The value of our common stock will be indirectly affected by the foreign exchange rate between U.S.dollars and RM and between those currencies and other currencies in which our revenue may be denominated. Appreciation or depreciationin the value of the RM relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effectto any underlying change in our business or results of operations. As we rely entirely on revenues earned in Malaysia, any significantrevaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent thatwe need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM againstthe U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on ourbusiness, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purposeof making dividend payments on our common stock or for other business purposes and the U.S. dollar appreciates against the RM, the U.S.dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assetscould result in a change to our operations and a reduction in the value of these assets.

Geopoliticalconditions, including acts of war or terrorism or unrest in the regions in which we operate could adversely affect our business.

Most of our operations and business activitiesare conducted in Malaysia, whose economy and legal system remain susceptible to risks associated with an emerging economy and which issubject to higher geopolitical risks than developed countries. Social and political unrest could give rise to various risks, such as lossof employment and safety and security risks to persons and property. Additionally, our operations could be disrupted by acts of war, terroristactivity or other similar events, including the current or anticipated impact of military conflict and related sanctions imposed on Russia,Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations by theUnited States and other countries due to Russia’s invasion of Ukraine in February 2022 and the Israel-Palestine war in October 2023.It is not possible to predict the broader consequences of the conflicts, including related geopolitical tensions, and the measures andretaliatory actions taken by the U.S. and other countries in respect thereof and with regard to the Russia-Ukraine war, any counter measuresor retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports.The Russia-Ukraine and Israel-Palestine wars are likely to cause regional instability and geopolitical shifts and could materially adverselyaffect global trade, currency exchange rates, regional economies and the global economy. Any such event may in turn have a material andadverse effect on our business, results of operations and financial position.

Because our principal assets are locatedoutside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you toenforce your rights based on U.S. Federal Securities Laws against us and our officers and directors or to enforce a judgment of a UnitedStates court against us or our officers and directors.

Allof our directors and officers reside outside of the United States. In addition, substantially all of our assets are located outside ofthe United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civilliability provisions of the U.S. federal securities laws against us in the courts of either the U.S. or Malaysia and, even if civil judgmentsare obtained in U.S. courts, to enforce such judgments in Malaysian courts.

Ourfailure to maintain effective internal controls over financial reporting could have an adverse impact on us.

Weare required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, orany failure of those controls once established, could adversely impact our public disclosures regarding our business, financial conditionor results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknessesand conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns forinvestors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting,disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accountingfirm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have anadverse impact on the price of our common stock.

In preparing our consolidated financial statementsas of and for the year ended June 30, 2023, we and our independent registered public accounting firms identified 2 material weaknessesand other control deficiencies including significant deficiencies in our internal control over financial reporting, as defined in thestandards established by the Public Company Accounting Oversight Board. A “material weakness” is a deficiency, or a combinationof deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatementof the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified included thefollowing: (1) Inadequate U.S. GAAP expertise. The current accounting staff is inexperienced in applying U.S.GAAP standard as they areprimarily engaged in ensuring compliance with International Financial Reporting Standards (“IFRS”) accounting and reportingrequirement for our consolidated operating entities, and thus require substantial training. The current staff’s accounting skillsand understanding as to how to fulfill the requirements of U.S. GAAP-based reporting, including subsidiary financial statements consolidation,are inadequate; and (2) Inadequate internal audit function. We lack of a functional internal audit department or personnel that monitorsthe consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit functionto ensure that our policies and procedures have been carried out as planned.

Followingthe identification of the material weaknesses and control deficiencies, we plan to take remedial measures including (i) hiring more qualifiedaccounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting functionand to set up a financial and system control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reportingtraining programs for our accounting and financial reporting personnel; (iii) establishing internal audit function by engaging an externalconsulting firm to assist us with assessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control;and (iv) strengthening corporate governance. However, the implementation of these measures may not fully address the material weaknessesin our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and addressany other material weaknesses or control deficiencies could result in inaccuracies in our consolidated financial statements and couldalso impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our common stocks,may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our abilityto prevent fraud.

A control system, no matter how well conceivedand operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, thedesign of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative totheir costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that allcontrol issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realitiesthat judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls canbe circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. Thedesign of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can beno assurance that any design will succeed in achieving its stated goals under all potential future conditions. Overtime, a control maybecome inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because ofinherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Ifwe fail to have effective controls and procedures for financial reporting in place, we could be unable to provide timely and accuratefinancial information which could result in an investigation by the SEC and civil or criminal sanctions; investors losing confidencein the accuracy of our periodic reports filed under the Exchange Act; and a decline in our stock price.

Weare an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicableto emerging growth companies will make our common stock less attractive to investors.

Weare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from variousreporting requirements that are not applicable to other public companies that are not “emerging growth companies” including,but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from therequirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute paymentsnot previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock andour stock price may be more volatile.

Inaddition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extendedtransition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying withnew or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accountingstandards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transitionperiod for complying with new or revised accounting standards.

Wewill remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the dateof the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will losethat status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period,or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recentlycompleted second fiscal quarter.

Theelimination of personal liability against our directors and officers under Delaware law and the existence of indemnification rightsheld by our directors, officers and employees may result in substantial expenses.

Ourcertificate of incorporation, as amended (“Certificate of Incorporation”) eliminates the personal liability of our directorsand officers to us and our stockholders for damages for breach of fiduciary duty as a director or officer to the extent permissible underDelaware law. Further, our bylaws (“Bylaws”) provide that we are obligated to indemnify each of our directors or officersto the fullest extent authorized by the Delaware law and, subject to certain conditions, advance the expenses incurred by any directoror officer in defending any action, suit or proceeding prior to its final disposition. Those indemnification obligations could exposeus to substantial expenditures to cover the cost of settlement or damage awards against our directors or officers, which we may be unableto afford. Further, those provisions and resulting costs may discourage us or our stockholders from bringing a lawsuit against any ofour current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit ourstockholders.

Wehave not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited tothe value of our stock.

Wehave never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeablefuture. We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cashdividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board after taking into accountvarious factors, including, but not limited to, our financial condition, operating results, cash needs, growth plans and the terms ofany credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limitedby Delaware state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur,as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

RegulatoryRisks

Failureto comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to losecustomers or otherwise harm our business.

Our business is subject to regulation by variousgovernmental agencies in Malaysia, including agencies responsible for monitoring and enforcing compliance with various legal obligations,such as privacy and data protection-related laws and regulations, intellectual property laws, employment and labor laws, workplace safety,governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. These laws andregulations impose added costs on our business. Non-compliance with applicable regulations or requirements could subject us to:

Ifany governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results ofoperations and financial condition could be adversely affected. In addition, responding to any action will likely result in a significantdiversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions couldmaterially harm our business, results of operations and financial condition.

Anyreviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices and otherpenalties, which could negatively affect our business and results of operations. Changes in social, political and regulatory conditionsor in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into avariety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and resultsof operations in material ways.

Moreover,we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties that we collaboratewith, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liabilityand penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.

Regulationof the internet generally could have adverse consequences on our business.

Weare also subject to regulations and laws in Malaysia specifically governing the internet and e-commerce. Existing and future laws andregulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services.These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution,electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics andquality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libeland personal privacy apply to the internet and e-commerce. Unfavorable resolution of these issues may harm our business and results ofoperations.

Privacyregulations could have adverse consequences on our business.

Wereceive, collect, store, process, transfer and use personal information and other user data. There are numerous international laws andregulations regarding privacy, data protection, information security and the collection, storing, sharing, use, processing, transfer,disclosure and protection of personal information and other content, the scope of which are changing, subject to differing interpretations,and may be inconsistent among countries, or conflict with other laws and regulations. We are also subject to the terms of our privacypolicies and obligations to third parties related to privacy, data protection and information security. We strive to comply with applicablelaws, regulations, policies and other legal obligations relating to privacy, data protection and information security to the extent possible.However, the regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertainand complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that wedo not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Further,any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security or disclosureof our users’ data, or their interpretation, or any changes regarding the manner in which the express or implied consent of usersfor the collection, use, retention or disclosure of such data must be obtained, could increase our costs and require us to modify ourservices and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and processuser data or develop new services and features.

Wealso expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and informationsecurity proposed and enacted in various jurisdictions.

Anyfailure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other thirdparties or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may resultin governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groupsor others and could result in significant liability, cause our users to lose trust in us, and otherwise have an adverse effect on ourreputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policiesthat are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our ZCITY App.

Additionally,if third parties we work with violate applicable laws, regulations or agreements, such violations may put our users’ data at risk,could result in governmental investigations or enforcement actions, fines, litigation, claims or public statements against us by consumeradvocacy groups or others and could result in significant liability, cause our users to lose trust in us and otherwise have an adverseeffect on our reputation and business. Further, public scrutiny of or complaints about technology companies or their data handling ordata protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies,including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigationactivities, which may increase our costs and risks.

Regulationof gift cards or “E-vouchers” could have adverse consequences on our business.

Ourplatform’s payment system inevitably provides our customers with reward points that may or may not be deemed gift certificates,store gift cards, general-use prepaid cards or other vouchers or “gift cards,” subject to, various laws of multiple jurisdictions.Many of these laws include specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the impositionof certain fees. Various companies that provided deal products similar to ours around the world are currently or were defendants in purportedclass action lawsuits.

Theapplication of various other laws and regulations to our products is uncertain. These include laws and regulations pertaining to unclaimedand abandoned property, partial redemption, revenue-sharing restrictions on certain trade groups and professions, sales and other localtaxes and the sale of alcoholic beverages. In addition, we may become, or be determined to be, subject to United States federal or statelaws or laws in Malaysia or other countries where we operate regulating money transmitters or aimed at preventing money laundering orterrorist financing, including the Bank Secrecy Act, the USA Patriot Act and other similar future laws or regulations in the United Statesand in the applicable SEA or East Asia countries.

Ifwe become subject to claims or are required to alter our business practices as a result of current or future laws and regulations, ourrevenue could decrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associatedwith defending any actions related to such additional laws and regulations and any payments of related penalties, fines, judgments orsettlements could harm our business.

Therequirements of being a public company are complex and have increased costs.

Asa public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-OxleyAct”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable securities rules and regulations. Compliancewith these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time-consumingor costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterlyand current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that wemaintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required,improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resourcesand management oversight may be required. As a result, management’s attention may be diverted from other business concerns, whichcould harm our business and operating results. We may need to hire more employees in the future to maintain compliance with these requirements,which will increase our costs and expenses.

Inaddition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty forpublic companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulationsand standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their applicationin practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertaintyregarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend toinvest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrativeexpenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If ourefforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies dueto ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Wealso expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director andofficer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.These factors could also make it more difficult for us to attract and retain qualified members of our board of directors (“Board”),particularly to serve on our audit committee and renumeration committee, and qualified executive officers.

Asa result of disclosure of information in this prospectus and in our prior SEC filings, our business and financial condition has becomemore visible, which we believe may result in increased threatened or actual litigation, including by competitors and other third parties.If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigationor are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our managementand harm our business and operating results.

Failureto comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverseconsequences.

Weare required to comply the Malaysia’s anti-corruption laws and the United States Foreign Corrupt Practices Act, which generallyprohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retainingbusiness. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequatesystem of internal accounting controls. Foreign companies, including some of our competitors, are not subject to these prohibitions.Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in Malaysia. If our competitorsengage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantagein securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage.Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engagein such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices,we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial conditionand results of operations. In addition, our brand and reputation, our sales activities or the price of our ordinary shares could be adverselyaffected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.

Litigationis costly and time consuming and could have a material adverse effect our business, results or operations and reputation.

Weand/or our directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time totime in the ordinary course of its business, we may become involved in various legal proceedings, including commercial, employment andother litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming,divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherentlyunpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition.

Evenif the claims are without merit, the costs associated with defending these types of claims may be substantial, both in terms of time,money, and management distraction. In particular, patent and other intellectual property litigation may be protracted and expensive,and the results are difficult to predict and may require us to stop offering certain features, purchase licenses or modify our productsand features while we develop non-infringing substitutes or may result in significant settlement costs.

Theresults of litigation and claims to which we may be subject cannot be predicted with certainty. Even if these matters do not result inlitigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessaryto litigate or resolve them, could harm our business, results or operations and reputation.

Weface potential liability and expense for legal claims based on the content on our ZCITY App.

Weface potential liability and expense for legal claims relating to the information that we publish on our website and our ZCITY App, includingclaims for copyright or trademark infringement, among others. These claims could divert management time and attention away from our businessand result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, we may elect orbe compelled to remove content or may be forced to pay substantial damages if we are unsuccessful in our efforts to defend against theseclaims. If we elect or are compelled to remove valuable content from our website or mobile app, our ZCITY App may become less usefulto consumers and our traffic may decline, which could have a negative impact on our business and financial performance.

Ourintellectual property rights may be inadequate to protect us against others claiming violations of their proprietary rights and the costof enforcement could be significant.

Thefuture success of our business is dependent upon the intellectual property rights surrounding our technology, including trade secrets,know-how and continuing technological innovation. Although we will seek to protect our proprietary rights, our actions may be inadequateto protect any proprietary rights or to prevent others from claiming violations of their proprietary rights. There can be no assurancethat other companies are not investigating or developing other technologies that are similar to our technology. In addition, effectiveintellectual property protection may be unenforceable or limited in certain countries, and the global nature of the Internet makes itimpossible to control the ultimate designation of our technology. Any of these claims, with or without merit, could subject us to costlylitigation. If the protection of proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, thevalue of our brand and other intangible assets may be diminished. Any of these events could have an adverse effect on our business andfinancial results.

Effectivetrade secret, copyright, trademark and domain name protection is expensive to develop and maintain, both in terms of initial and ongoingregistration requirements and expenses and the costs of defending our rights. We are seeking to protect our trademarks and domain namesin an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location.Litigation may be necessary to enforce our intellectual property rights, protect our respective trade secrets or determine the validityand scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantialcosts and diversion of management and technical resources, any of which could adversely affect our business and operating results. Wemay incur significant costs in enforcing our trademarks against those who attempt to imitate our brand. If we fail to maintain, protectand enhance our intellectual property rights, our business and operating results may be harmed.

Ifwe are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.

Inaddition to patent protection, we also rely upon copyright and trade secret protection, as well as non-disclosure agreements and inventionassignment agreements with our employees, consultants and third parties, to protect our confidential and proprietary information. Inaddition to contractual measures, we try to protect the confidential nature of our proprietary information using commonly accepted physicaland technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employeeor third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not preventan employee or consultant from misappropriating our trade secrets and providing them to a competitor, and recourse we take against suchmisconduct may not provide an adequate remedy to protect our interests fully. Unauthorized parties may also attempt to copy or reverseengineer certain aspects of our product that we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriateda trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Even though we use commonly acceptedsecurity measures, trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can varyamong different jurisdictions. In addition, trade secrets may be independently developed by others in a manner that could prevent legalrecourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated,or if any such information was independently developed by a competitor, our business and competitive position could be harmed.

Thirdparties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated tradesecrets.

Weemploy individuals who previously worked with other companies, including our competitors or potential competitors. Although we try toensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may besubject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosedintellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigationmay be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to payingmonetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful indefending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

RisksRelated to this Offering and Ownership of our Common Stock

Ourmanagement will have broad discretion over the use of any net proceeds from this offering and you may not agree with how we use the proceeds,and the proceeds may not be invested successfully.

Ourmanagement will have broad discretion as to the use of any net proceeds from this offering and could use them for purposes other thanthose contemplated at the time of this offering. As of the date of this prospectus, we will use the net proceeds of this offering forgeneral corporate purposes, including working capital. We have not allocated any specific portion of the net proceeds to any particularpurpose and our management will have the discretion to allocate the proceeds as it determines. We will have significant flexibility andbroad discretion in applying the net proceeds of this offering, and we may not apply these proceeds effectively. Our management mightnot be able to yield a significant return, if any, on any investment of these net proceeds, and you will not have the opportunity toinfluence our decisions on how to use our net proceeds from this offering.

There is no established public trading marketfor the Pre-funded Warrants being offered in this offering, and we do not expect a market to develop for the Pre-funded Warrants.

There is no established public trading marketfor the Pre-funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend toapply to list the Pre-funded Warrants on any national securities exchange or other nationally recognized trading system. Without an activemarket, the liquidity of the Pre-funded Warrants will be limited. Further, the existence of the Pre-funded Warrants may act to reduceboth the trading volume and the trading price of our common stock.

The Pre-funded Warrants are speculativein nature.

Except as otherwise provided in the Pre-fundedWarrants, until holders of Pre-funded Warrants acquire our common stock upon exercise of the Pre-funded Warrants, holders of Pre-fundedWarrants will have no rights with respect to our common stock underlying such Pre-funded Warrants. Upon exercise of the Pre-funded Warrants,the holders will be entitled to exercise the rights of a stockholder of our common stock only as to matters for which the record dateoccurs after the exercise date.

Alarge number of shares of our common stock issuable upon conversion of the Convertible Debentures may be sold in the market, which maydepress the market price of our common stock and substantially dilute stockholders’ voting power.

A total of 22,880,000 shares of common stock issuableupon conversion of the Convertible Debentures were registered for resale pursuant to the Form S-1, subject to the limitation that theholder may not convert those securities to the extent that the holder would own more than 4.99% of our outstanding common stock immediatelyafter conversion. However, this limitation does not prevent the holder from selling shares of our common stock and then receive additionalshares of our common stock through a subsequent conversion. In this way, the Purchaser could acquire and sell more than 4.99% of the outstandingcommon stock in a relatively short time frame while never holding more than 4.99% at one time. Further since the exercise price underthe Convertible Debentures is based on market prices of our common stock during the ten trading days prior to each conversion, declinesin the market price of our common stock down to the conversion floor price ($0.25 per share) result in, subject to the floor price, higherconversion rates and consequently higher rates of dilution to stockholders for each dollar of principal of a Convertible Debenture beingconverted during such declines. As of November 8, 2023 there were 27,425,309 shares of common stock outstanding and 13,232,172 shares of commonstock owned by non-affiliates. Sales of a substantial number of shares of our common stock in the public markets could depress the marketprice of our common stock, cause substantial dilution to stockholders’ voting power and impair our ability to raise capital throughthe sale of additional equity securities. If all 22,880,000 shares of common stock that could potentially be underlying the ConvertibleDebentures are issued, the percentage of our common stock held by the existing non-affiliate stockholders would be reduced from approximately48.3% to approximately 68.6%. We cannot predict the effect that future sales of our common stock by the holders or others would have onthe market price of our common stock.

The occurrence of an Event of Default undera Convertible Debenture could lead to increased amounts payable under the Convertible Debentures and could cause an acceleration of theConvertible Debentures and materially and adversely affect our operations.

The price of our common stock closed at a priceof less than $0.25 on consecutive trading days which constituted a Trigger Event pursuant to the Convertible Debentures, which requiresus to pay, on a monthly basis, to the holder the Trigger Premium Amount, a 7% redemption premium and accrued and unpaid interest on theConvertible Debentures. The Events of Default contained in the Convertible Debentures (as described under “Prospectus Summary—PrivatePlacement of the Convertible Debentures—Terms of the Convertible Debentures”) are customary events of default with accelerationrights. If an Event of Default occurs and is continuing, the per annum interest rate on the Convertible Debentures will increase from4% to 15% and the holder will be entitled to declare the full unpaid principal amount of the Convertible Debentures, together with interestand other amounts owing in respect thereof, immediately due and payable in cash; provided that an Event of Default that occurs becauseof the bankruptcy or insolvency of the Company shall be automatic. If an Event of Default occurs, our costs related to the ConvertibleDebentures could substantially increase and we may not have the funds required to repay the holders the accelerated amounts due underthe Convertible Debentures, which could lead to the holders to take action against the Company such as commencing litigation which couldhave material adverse effects on our business and prospects.

Stockholdersmay experience future dilution as a result of this and future equity offerings.

Inorder to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible intoor exchangeable for our common stock. Investors purchasing our shares or other securities in the future could have rights superior toexisting common stockholders, and the price per share at which we sell additional shares of our common stock or other securities convertibleinto or exchangeable for our common stock in future transactions may be higher or lower than the price per share in this offering.

Ifsecurities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock priceand trading volume could decline.

Thetrading market for our common stock will depend in part on the research and reports that securities or industry analysts publish aboutus or our business. Several analysts may cover our stock. If one or more of those analysts downgrade our stock or publish inaccurateor unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage ofour Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and tradingvolume to decline.

Wemay not be able to continue to satisfy listing requirements of Nasdaq to maintain a listing of our common stock.

Our common stock is currently listed on Nasdaqand we must meet certain financial and liquidity criteria to maintain such listing. If we violate the maintenance requirements for continuedlisting of our common stock, our common stock may be delisted.

On August 17, 2023, we received a letter fromthe Nasdaq Listing Qualifications Staff of Nasdaq therein stating that for the 30 consecutive business day period between July 6, 2023through August 16, 2023, our common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listingon The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were providedan initial period of 180 calendar days, or until February 13, 2024, to regain compliance with the Bid Price Rule. To regain compliance,the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days, unless extendedby Nasdaq under Nasdaq Rule 5810(c)(3)(H), prior to February 13, 2024. If we do not regain compliance with the Bid Price Rule by February13, 2024, we may be eligible for an additional 180-day period to regain compliance.

In addition, on October 9, 2023, we received aletter from Nasdaq notifying that we were no longer in compliance with the minimum stockholders’ equity requirement for continuedlisting on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain stockholders’ equityof at least $2,500,000. In our Annual Report on Form 10-K for the fiscal year ended June 30, 2023, we reported stockholders’ equityof $(130,332), which is below the minimum stockholders’ equity required for continued listing pursuant to Nasdaq Listing Rule 5550(b)(1).As of October 6, 2023, we do not currently meet the alternative compliance standards relating to the market value of listed securitiesor net income from continuing operations. Under Nasdaq rules, we have 45 calendar days to submit a plan or regain compliance. The letterprovides us until November 23, 2023 to submit a plan or regain compliance with the minimum stockholders’ equity standard. If ourplan to regain compliance is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of the letter (until April6, 2024) for us to regain compliance.

We are presently evaluating various courses ofaction, including consummating this offering, to regain compliance and we intend to timely submit a plan to Nasdaq to regain compliancewith the Nasdaq Listing Rule 5550(b)(1). However, there can be no assurance that our plan will be accepted or that if it is, we will beable to regain compliance and maintain our listing on The Nasdaq Capital Market. If we fail to submit a plan to regain compliance withthe minimum stockholders’ equity standard, or our plan is not accepted, or if Nasdaq grants an extension but we do not regain compliancewithin the extension period, Nasdaq will provide notice that our securities will become subject to delisting. In such event, Nasdaq rulespermit us to request a hearing before an independent Hearings Panel which has the authority to grant us an additional extension of timeof up to 180 calendar days to regain compliance.

The notices from Nasdaq have no immediate effecton the listing of our common stock and our common stock will continue to be listed on The Nasdaq Capital Market under the symbol “TGL.”We are currently evaluating our options for regaining compliance. There can be no assurance that we will regain compliance with the minimumstockholders’ equity requirement or the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements.

Our Board may determine that the cost of maintaining our listing on a national securities exchangeoutweighs the benefits of such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the tradingmarket for, our common stock. In addition, the delisting of our common stock could significantly impair our ability to raisecapital.

Ifthere is no viable public market for our common stock, you may be unable to sell your shares at or above your purchase price.

Althoughour common stock is listed on Nasdaq, an active trading market for our shares may not be sustained following the purchase of your commonstock. You may be unable to sell your shares quickly or at the market price if trading in shares of our common stock is not active. Further,an inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enterinto strategic partnerships or acquire companies or products by using our shares of common stock as consideration.

Wemay be subject to securities litigation, which is expensive and could divert our management’s attention.

Themarket price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of theirsecurities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securitieslitigation against us could result in substantial costs and divert our management’s attention from other business concerns.

Youshould consult your own independent tax advisor regarding any tax matters arising with respect to the securities offered in connectionwith this offering.

Participationin this offering could result in various tax-related consequences for investors. All prospective purchasers of the resold securitiesare advised to consult their own independent tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences relevantto the purchase, ownership and disposition of the resold securities in their particular situations.

INADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THISFILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONSAND THE VALUE OF THE COMPANY’S SECURITIES.

SPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTS

Thisprospectus contains “forward-looking statements.” Forward-looking statements reflect the current view about future events.When used in this prospectus, the words “anticipate,” “believe,” “estimate,” “expect,”“future,” “intend,” “plan” or the negative of these terms and similar expressions, as they relateto us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements containedin this prospectus relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-lookingstatements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Becauseforward–looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstancesthat are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. Theyare neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relyingon any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in theforward-looking statements include, without limitation:

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

Factorsor 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 ofthem. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, includingthe securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statementsto actual results.

USEOF PROCEEDS

We estimate that the net proceeds to us from thisoffering will be approximately $4.3 million after deducting underwriting discounts and commissions and other estimated offering expenses payableby us for this offering. We intend to use the net proceeds from the sale of our securities by us in this offering for general corporatepurposes, including working capital.

MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Ourcommon stock is listed on The Nasdaq Capital Market under the symbol “TGL.” 

As of November 8, 2023, 27,425,309 shares of ourcommon stock were issued and outstanding and were held by 30 stockholders of record.

We also have outstanding warrants to purchase100,000 shares of our common stock issued to the underwriter in our initial public offering with an exercise price of $5.00 per share.

DIVIDENDPOLICY

Wehave not declared any cash dividends since inception and we do not anticipate paying any dividends in the foreseeable future. Instead,we anticipate that all of our earnings will be used to provide working capital, to support our operations, and to finance the growthand development of our business. The payment of dividends is within the discretion of the Board and will depend on our earnings, capitalrequirements, financial condition, prospects, applicable Delaware law, which provides that dividends are only payable out of surplusor current net profits, and other factors our Board might deem relevant. There are no restrictions that currently limit our ability topay dividends on our common stock other than those generally imposed by applicable state law.

CAPITALIZATION

Thefollowing table sets forth our consolidated cash and capitalization, as of June 30, 2023. Such information is set forth on the followingbasis:

Youshould read the following table in conjunction with “Use of Proceeds,” “Management’s Discussion andAnalysis of Financial Condition and Results of Operations” and our financial statements and related notes included in thisprospectus.

The pro forma as adjusted information set forthbelow is illustrative only and will be adjusted based on the actual public offering price and other terms of this offering determinedat pricing.

DILUTION

Purchasers of our common stock in this offeringwill experience an immediate and substantial dilution in the net tangible book value of their shares of common stock. Dilution in nettangible book value represents the difference between the public offering price per share and the pro forma as adjusted net tangible bookvalue per share of our common stock immediately after the offering.

The historical net tangible book value of ourcommon stock as of June 30, 2023, was $(191,709) or $(0.0107) per share. Historical net tangible book value per share of our common stockrepresents our total tangible assets (total assets less intangible assets) less total liabilities divided by the number of shares of commonstock outstanding as of that date.

After giving effect to the issuance of (i) 4,764,200shares pursuant to the conversion of part of the outstanding balance of the Convertible Debentures; (ii) 1,816,735 shares of common stockissued to our current and former chief executive officer in repayment of $321,562 of Company debts and (iii) 2,943,021 shares of commonstock pursuant to the License Agreement, our pro forma net tangible book value as of June 30, 2023 would have been $1,409,919 or approximately$0.05 per share of our common stock.

After giving further effect to the sale of a totalof 12,909,888 shares in this offering at an offering price of $0.39 per share assuming no sale of a Pre-Funded Warrant, and excluded underwriter’s45-day over-allotment option, less underwriting discounts and commissions of $350,000 for net proceeds of $4,650,000, our pro forma asadjusted net tangible book value as of June 30, 2023 would have been $6,059,919 or $0.15 per share of our common stock.

This represents an immediate increase in net tangiblebook value per share of $0.10 to the existing stockholders and an immediate dilution in net tangible book value per share of $0.24 tonew investors who purchase shares of common stock in the offering. The following table illustrates this per share dilution to new investors: 

After completion of this offering, our existingstockholders would own approximately 68.0% and our new investors would own approximately 32.0% of the total number of shares of our commonstock outstanding after this offering.

Tothe extent that outstanding options or warrants are exercised, you will experience further dilution. In addition, we may choose to raiseadditional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current orfuture operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, theissuance of these securities may result in further dilution to our stockholders.

Thedilution information set forth in the table above is illustrative only and will be adjusted based on the actual public offering priceand other terms of this offering determined at pricing.

CapitalizationTable

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Youshould read the following discussion and analysis of our financial condition and results of operations in conjunction with the sectionheaded “Selected Consolidated Financial and Operating Data” and our consolidated financial statements and the related notesincluded elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Ouractual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements asa result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Treasure Global Inc (“TGL,” “we,”“our” or the “Company”) is a holding company incorporated 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 ZCity Sdn Bhd (formerly known as Gem Reward SdnBhd), which was established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

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

On March 11, 2021, TGL and ZCITY were reorganizedinto a parent subsidiary structure pursuant to the Share Swap Agreement in which TGL exchanged the swap shares for all of the issued andoutstanding equity of ZCITY. Pursuant to the Share Swap Agreement, the purchase and sale of the swap shares was completed on March 11,2021, but the issuance of the swap shares did not occur until October 27, 2021 when TGL amended its certificate of incorporation to increasethe number of its authorized common stock to a number that was sufficient to issue the swap shares. As a result of the Share Swap Agreement,(i) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had any control over the ZCITY ordinary sharesand (ii) Kok Pin “Darren,” the Initial ZCITY Stockholders and Chong Chan “Sam” Teo owned 100% of the sharesof TGL common stock (Kok Pin “Darren” Tan owning approximately 97%). Subsequent to the date of the Share Swap Agreement, KokPin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities and currentlyowns less than 5% of our common stock.

OnAugust 15, 2022, we had closed our initial underwritten public offering of 2,300,000 shares of common stock, par value $0.00001 per share,at $4.00 per share. Meanwhile we received net proceeds of approximately $8.2 million, net of underwriting discounts and commissions andfees, and other estimated offering expenses amounted to approximately $1.0 million.

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

Our proprietary product is an application branded“ZCITY App,” which was developed through ZCITY. The ZCITY App was successfully launched in Malaysia on June 2020. ZCITY isequipped with the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App,thereby growing its reach and user base.  

Through simplifying a user’s e-payment gatewayexperience, as well as by providing great deals, rewards and promotions with every use, we aim to make the ZCITY App Malaysia’stop reward and loyalty platform. Our longer-term goal is for the ZCITY App and its ever-developing technology to become one of the mostwell-known commercialized applications more broadly in Southeast Asia and Japan. As of September 13, 2023, we had 2,642,404 registeredusers and 2,025 registered merchants.

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

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

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

ZCITY App users do not require any on-going credittop-up or need 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 rebateswhen they shop with e-commerce and retail merchants through trusted and leading e-wallet providers such as Touch’n Go eWallet, BoosteWallet, GrabPay eWallet and credit card/online banking like the “FPX” (the Malaysian Financial Process Exchange) as wellas more traditional providers such as Visa and Mastercard.

On May 1, 2023, we entered into a worldwide masterlicense agreement (“License Agreement 1”) with Morganfield’s Holdings Sdn Bhd (“Licensor 1”), an unrelatedthird party. Pursuant to the License Agreement 1, the Licensor 1 agreed to grant us the exclusive worldwide license for the right to usethe Morganfield’s Trademark (“Trademark 2”) for a period of five years. During the five-year license period, we agreeto pay Licensor 1 for monthly license fee throughout the license period, with minimum aggregate payments of approximately $1.5 millionor 40% of the total monthly collections from our sub-licensees, whichever is higher.

On June 6, 2023, we entered into a worldwide masterlicense agreement (“License Agreement 2”) with Sigma Muhibah Sdn Bhd (“Licensor 2”), an unrelated third party.Pursuant to the License Agreement 2, Licensor 2 agreed to grant the AY Food Ventures Sdn Bhd with the exclusive worldwide license forright of use in Abe Yus’s Trademark (“Trademark 2”) for a period of five years. During the five years license period,we agree to pay the licensor 2 for monthly license fee throughout the license period, with minimum aggregate payments of approximately$1.2 million or 40% of the total monthly collection from our sub-licensees, whichever is higher.

KeyFactors that Affect Operating Results

Webelieve the key factors affecting our financial condition and results of operations include the following:

OurAbility to Create Value for Our Users and Generate Revenue

Ourability to create value for our users and generate our revenues from merchants is driven by the factors described below:

OurInvestment in User Base, Technology, People and Infrastructure

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

Inflation

Although Malaysia is experiencing a high inflationrate, we do not believe that inflation has had a material adverse effect on our business as June 30, 2023, but we will continue to monitorthe effects of inflation on our business in future periods.

SupplyChain Disruptions

Although there have been global supply chain disruptionsas a result of the COVID-19 pandemic and Russia’s February 2022 invasion of Ukraine that may have affected the operations of someof our online and offline merchants, these disruptions have not had a material adverse effect on our business as of June 30, 2023, butwe will continue to monitor the effects of supply chain disruptions on our business in future periods.

KeyOperating Metrics

Our management regularly reviews a number of metricsto evaluate our business, measures our performance, identifies trends, formulates financial projections and makes strategic decisions.The main metrics we consider, and our results for each quarter since we launched ZCITY platform, are set forth in the table below:

We have experienced substantial growth in registeredusers and active users since we launched ZCITY platform in June 2020. As of June 30, 2023, we recorded 2,542,164 registered users and378,414 active users from ZCITY platform. Our average percentage of growth of register and active users from the establishment ofthe ZCITY platform to the year ended June 30, 2023 was approximately 93.7% and 179.3%, respectively.

However, the average percentage of growth of registeredand active users decreased in the last ten quarters up to June 30, 2023 which was a result of decrease in purchasing of E-voucher fromour vendor, eventually reduce the E-voucher available for sales, and attract less new registered and active user to join our ZCITY platform.Since our product and loyalty program revenue mainly consist of sales of E-voucher which bear a low profit margin, reduce in purchasingof E-voucher will allow us to reserve more working capital in developing our TAZTE Smart F&B system (“TAZTE”), which isa system that provides a one stop solution and digitalization transformation for all registered food and beverage (“F&B”)outlets located in Malaysia. As TAZTE is a merchant-oriented program, we intend to utilize our user data to help our merchant customersto achieve higher business growth as well as increase our transaction revenue while we launch TAZTE in late December 2022. As we providedextended 365 days free trial for merchant participate in TAZTE, we have not generated any revenue from TAZTE for the year ended June 30,2023. For 2023 and beyond, we do not expect to experience exponential growth rate in our registered and active users as we intend to maintainour E-voucher for sales in a steady level and increase our user’s retention rate.

Wecontinuously monitor the development and participation of active users as a proportion of its total registered user base to ensure theeffectiveness of our marketing and feature implantation strategies. Accordingly, the proportion of total registered users that we consideractive users at the end of each quarter is as follows:

We continuously monitor the development of thechurn and retention rates of the active user base. Active users churn rate is the percentage of customers who had stop subscribing inour platform while retention rate is the percentage of customers who is retained in our platform. Accordingly, our churn and retentionrates of the active user base at the end of each quarter is as follows:

Theretention rate and churn rate for our active users are calculated as follows:

Over the last 24 months, we have used differentstrategies to build and maintain our users and increase their engagement. Initially, we focused on mass marketing strategies to attractregistered users. Subsequently, we have shifted to a more targeted approach focused on increasing user engagement and user spending.

Resultsof Operation

For the Years ended June 30, 2023 and 2022

Revenue

Our breakdown of revenues by categories for theyears ended June 30, 2023 and 2022, respectively, is summarized below:

Total revenues decreased by approximately $10.3 millionor 12.9% to approximately $69.4 million for the year ended June 30, 2023 from approximately $79.7 million for the year ended June30, 2022. The decrease was mainly attributable to decrease in product and loyalty program revenue.

Productand loyalty program revenue

Product revenue was generated through sales ofour e-voucher, health care products, and other products through our ZCITY platform while loyalty program revenue was recognized when ourcustomers redeem their previously earned reward points from our loyalty program or upon expiration of the reward point. In addition, wealso engage in sales of food and beverage products through our newly acquired subsidiaries, Morgan Global Sdn. Bhd (“Morgan”)and AY Food Ventures Sdn. Bhd. (“AY Food”). The product and loyalty program revenue decrease by approximately $10.5 millionor 13.2% to approximately $68.9 million for the year ended June 30, 2023 from approximately $79.4 million for the same period in 2022.The decrease was mainly attributable to decrease in E-voucher purchasing which resulted in less E-voucher available for sales during theyear ended June 30, 2023. Such decrease in purchasing activities was due to our management’s decision to reserve more working capitalfor developing TAZTE within the ZCITY platform as discussed in the key operating metrics section above.

Transactionrevenue

The transaction revenue primarily consists offees charged to merchants for participating in our ZCITY platform upon successful sales transaction and payment service taken place betweenthe merchants and their customers online. Our transaction revenue increased by 40.3% to approximately $75,000 for the year ended June30, 2023 from approximately $54,000 for the same period in 2022. The increase was mainly attributable to the fact that we engaged with2,010 local merchants to connect them with their customers through our ZCITY platform as of June 30, 2023 compared to 1,985 as of June30, 2022. Our average percentage of growth of new merchants was approximately 25.3% throughout the quarters as of June 30, 2023 sincethe establishment of ZCITY platform. Despite of the slowdown in adding new merchants to our platform during the last eight quarters endedas of June 30, 2023, we expect our transaction revenue to increase as soon as the free trial period from TAZTE expires in December 2023.

Agentsubscription revenue

Agent subscription revenue primarily consistsof fees charged to the agents in exchange for rights by introducing merchants to join our merchant network and to earn a future fixedpercentage of commission fees upon completion of each sales transaction between the referred merchants and their customers. We did notrecognize any agent subscription revenue for the year end June 30, 2023 mainly due to our shift of business strategies to Zmember subscriptionrevenue which is a member oriented program designated to attract more customer to engage with our ZCITY platform. As we abandoned theagent subscription program, we will not generate any agent subscription revenue going forward. 

Membersubscription revenue

Member subscription revenue primarily consistsof fees charged to customers who signed up for Zmember, a membership program that includes exclusive saving, bonus, and referralrewards. Member subscription revenue increased by 81.4% to approximately $0.4 million for the year end June 30, 2023 as comparedto approximately $0.2 million for the same period in 2022 as we launched the Zmember program for the quarter ended in March 31, 2022to enhance our customer engagement with our ZCITY platform. As of June 30, 2023, we had 22,861 customers who subscribed to our Zmemberprogram.

Sublicense revenue

As we acquired exclusive worldwide license forright of use in Morganfield’s Trademark on May 1, 2023 for a period of five years, we have generated sublicense revenue consistof fee charged to the customers who sublicensed the right of use of the Trademark from us. For the year ended June 30, 2023, sublicenserevenue was amounted to approximately $50,000 while as of June 30, 2023 we engaged 7 customers as sublicensees who operated their restaurantunder Morganfield’s Trademark in Singapore, Malaysia, and China.

Cost of revenue

Our breakdown of cost of revenue by categoriesfor the years ended June 30, 2023 and 2022, respectively, is summarized below:

Cost of revenue mainly consists of the purchasesof the gift card or “E-voucher” pin code, health care product, and food and beverage products which is directly attributableto our product revenue. Cost of revenue also consists of monthly license payment made to our licensor to maintain our good standing forthe right of use in Trademark which is attributable to our sublicense revenue. Total cost of revenue decreased by approximately $10.3million or 13.0% for the year ended June 30, 2023 compared with the same period in 2022. The decrease was in line with our decreased ofrevenue.

Gross profit

Ourgross profit from our major revenue categories is summarized as follows:

Our gross profit for the year ended June 30, 2023amounted to approximately $523,000 as compared to approximately $476,000 for the year ended June 30, 2022 which represents an increaseof approximately $47,000 or 9.9%. The increase in gross profit was primarily due to the growth in member subscription revenue, as we hadmore customers subscribed to our Zmember program as of June 30, 2023

The gross margin was approximately 0.8% and 0.6%for the years ended June 30, 2023, and 2022, respectively. The 0.2% increase in gross margin attributed to the rise in gross profit fromMember subscription revenue, which has a higher gross margin compared to our other revenue streams.

Operating expenses

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

Selling expenses

Selling expenses amounted to approximately $4.7million and $6.3 million for the years ended June 30, 2023 and 2022, respectively. Representing a decrease of approximately $1.6 millionor 24.8%. The decrease was mainly attributable to decrease in marketing and promotion expense of approximately $1.4 million related topromoting our ZCITY platform. Marketing and promotion expense consists of redemptions of reward points which is generated from non-spendingrelated activities (registration as a new user, referral of a new user and Spin & Win eligibility to receive reward points) in exchangefor discounted credit of purchasing our products upon conversion of using the reward points. For the years end June 30, 2023 and 2022,we incurred approximately $1.8 million and $2.8 million, respectively, in marketing and promotion expense, and recognized the same amountof product revenue at the time of redemption of the non-spending related activities reward points by our customers. The decrease in marketingand promotion expense was mainly due to decrease of new registered user, and eventually resulted in less redemption in non-spending relatedactivities reward points by our customers.

General and administrativeexpenses

General and administrative expenses amounted toapproximately $4.7 million and $2.8 million for the years ended June 30, 2023 and 2022, respectively. Representing an increase of approximately$1.9 million or 65.6%. The increase was mainly due to increase in salary expense of approximately $0.5 million, director & officerliability insurance expense of approximately $0.1 million, and professional fee of approximately $1.0 million as a result of expansionof management and administration team to support our business operation.

Research and development expenses

Research and development expense amounted to approximately$0.5 million and $0.3 million for the years ended June 30, 2023 and 2022, respectively, representing 105.9% increase as we increase spendingto maintain and enhance our mobile application or website to ensure our customers to have exceptional user experience while navigatingwithin the ZCITY platform.

Stock-based compensation expenses

Stock-based compensationexpenses amounted to approximately $0.8 million and $1.3 million for the years ended June 30, 2023 and 2022 respectively, representingdecrease of approximately $0.5 million. The stock-based compensation incurred for the year ended June 30, 2022 are from Exchange ListingLLC (the “Consultant”).  The decreased was mainly due to the Consultant completed its service during the quarter endedDecember 31, 2022. The decrease was offset by additional stock-based compensation issued to Voon Him “Victor” Hoo for hisservice as our former director amounted to approximately $0.4 million for the year ended June 30, 2023.

Other expenses, net

Other expenses, net amounted to approximately$1.4 million and $1.6 million for the years ended June 30, 2023 and 2022, respectively. Representing a decrease of approximately $0.2 millionor 10.4%. The decrease was mainly attributable to decrease of interest expenses of approximately $0.3 million as we have less interest-bearingconvertible note outstanding as of June 30, 2023.

Provision for income taxes

Provision for income taxes amounted to approximately$98,000 and $16,000 for the years ended June 30, 2023 and 2022, respectively. The amount was attributable to tax imposed on TreasureGlobal Inc 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 subjectto controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive income from controlledforeign 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 taxrate 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. corporatetax after the 80% foreign tax credits are applied. For the years ended June 30, 2023 and 2022, our foreign subsidiaries did not generateany income that are subject to Subpart F tax and GILTI tax.

Net losses

Our net losses decreased by approximately $18,000predominately due to the reasons as discussed above.

Liquidity and Capital Resources

In assessing liquidity, we monitor and analyzecash on-hand and operating expenditure commitments. Our liquidity needs are to meet working capital requirements and operating expenseobligations. To date, we financed our operations primarily through cash flows from contribution from stockholders, issuance of convertiblenotes, related party loans, and our completion of initial underwritten public offering.

As of June 30, 2023 and 2022, we had approximately$4.6 million and $1.8 million, respectively, in cash and cash equivalent which primarily consists of bank deposits, which are unrestrictedas to withdrawal and use.

On August 15, 2022, we had closed our initialunderwritten public offering of 2,300,000 shares of common stock, par value $0.00001 per share, at $4.00 per share. We had received aggregatenet proceeds from the closing of approximately $8.2 million, after deducting underwriting discounts and commissions and fees, and otherestimated offering expenses which amounted to approximately $1.0 million.

From February to June 2023, we issued two convertiblenotes to a third party in an aggregate principal amount of $5,500,000. We received $5,060,000 in proceeds from the third-party net ofdiscount. The convertible notes accrue or will accrue interest at 4% per annum and has a 12-months term.

Despite receiving theproceeds from our initial underwritten public offering and issuance of two convertible notes, management is of the opinion that we willnot have sufficient funds to meet the working capital requirements and debt obligations as they become due starting from one year fromthe date of this report due to our recurring loss. Therefore, management has determined there is substantial doubt about our ability tocontinue as a going concern. If we are unable to generate significant revenue, we may be required to curtail or cease our operations.Management is trying to alleviate the going concern risk through the following sources:

However, there is no guarantee that the substantial doubt about ourability to continue as a going concern will be alleviated.

The following summarizesthe key components of our cash flows for the years ended June 30, 2023 and 2022: 

Operating Activities

Net cash used in operating activities for theyears ended June 30, 2023 was approximately $9.6 million and were mainly comprised of the net loss of approximately $11.7 million,increase of prepayments of approximately $0.1 million as our vendors required us to make deposit to secure the purchase, increase of accountsreceivable of approximately $0.2 million as a result of offering credit terms to our corporate customers engaged in the sales of nutritionproducts, and food and beverage products, increase in inventory of approximately $0.2 million as we increase our inventory level on June30, 2023 to meet with the demand of our product, and increase of approximately $0.4 million in other receivables and other current assetsas we prepaid IT maintenance fee to a third party service provider, offset by amortization of debt discount of approximately $1.3 million,stock-based compensation of approximately $0.8 million, increase of approximately $0.1 million in customer deposits as we incurred deferredrevenue related to member subscription revenue for the remaining subscribed period as of June 30, 2023, increaseof approximately $0.1 million in contract liability as we deferred more revenue due to increase of our customer’s redemption ratein spending related reward point, and increase of approximately $0.5 million in other payables and accrued liabilities mainlyrelated to the accrued professional expenses.

Net cashused in operating activities for the year ended June 30, 2022 was approximately $8.7 million and were mainly comprised of the net lossof approximately $11.7 million, decrease of accounts payable (including related parties) of approximately $0.2 million as we had pay outsome of the accounts payable balance to the third parties or related parties vendors timely, decrease of customer deposits, relatedparties of approximately $0.2 million  as we had returned the deposit related to I.T professional service back to the related partiesdue to projects abandoned, and decrease of other payables, related parties as we paid out the remaining balance of professional fee incurredfrom two related parties of approximately $0.1 million.  The net cash used in operating activities was mainly offset by amortizationof debt discount of approximately $1.3 million, stock-based compensation of approximately $1.3 million, increase of inventories of approximately$0.2 million as we improved our inventories turnover rate due to demand of our product, and the increase in other payables and accruedliability of approximately $0.7 million mainly related to the accrued professional expenses.

Investing Activities

Net cash used in investing activities for theyear ended June 30, 2023 was approximately $61,000, which mainly due to purchase of equipment of approximately $87,000 for our operationsused, and offset with proceeds of approximately $26,000 received from disposal of our office equipment.

Net cash used in investing activities for theyear ended June 30, 2022 was approximately $0.3 million, mainly due to purchase of equipment for our operations.

Financing Activities

Net cash provided by financing activities forthe year ended June 30, 2023 was approximately $12.7 million, which mainly comprised of proceeds received from the issuance of convertiblenotes to third parties of approximately $7.7 million, proceeds received from our initial public offering of approximately $8.2 million,and proceeds received from third parties loans of approximately $0.6 million, offset by repayment to related parties, third partiesloans, and insurance loan of approximately $3.8 million, repayment of senior note of $65,000, and $15,000 payment of deferred offeringcosts.

Net cashprovided by financing activities for the year ended June 30, 2022 was approximately $8.2 million, which were mainly comprised of proceedsreceived from the issuance of convertible note from third parties and related parties of approximately $8.6 million, and proceeds receivedfrom third parties loans of approximately $1.5 million, offset by repayment to related parties loan of approximately $1.8 million, andapproximately $0.1 million payment of deferred offering costs.

Off-Balance Sheet Arrangements

As of the date of this Annual Report, we havethe following off-balance sheet arrangements that are likely to have a future effect on our financial condition, revenues or expenses,results of operations and liquidity:

Commitment

On May 1, 2023, our subsidiary Morgan enter intoa worldwide master license agreement (“License Agreement”) with Morganfield’s Holdings Sdn Bhd (“Licensor”),an unrelated third party. Pursuant to the License agreement, the Licensor agreed to grant Morgan with the exclusive worldwide licensefor right of use in Morganfield’s Trademark (“Trademark”) for a period of five years. During the five years licenseperiod, Morgan is obligated to pay the licensor for license fee on monthly basis in an aggregate total of minimum payment of approximately$1.5 million or 40% of the total monthly collection from Morgan’s sub-licensees, whichever is higher.

On June 6, 2023, we entered into a worldwide masterlicense agreement (“License Agreement 2”) with Sigma Muhibah Sdn Bhd (“Licensor 2”), an unrelated third party.Pursuant to the License Agreement 2, the Licensor 2 agreed to grant the AY Food Ventures Sdn Bhd with the exclusive worldwide licensefor right of use in Abe Yus’s Trademark (“Trademark 2”) for a period of five years. During the five years license period,we agree to pay the licensor 2 for license fee on monthly basis in an aggregate total of minimum payment of approximately $1.2 millionor 40% of the total monthly collection from our sub-licensees, whichever is higher.

Critical Accounting Estimate

Our consolidated financial statements and accompanyingnotes have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements and accompanyingnotes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, andrelated disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptionsthat are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carryingvalues of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting estimates thatare significant to the preparation of our financial statements. These estimates are important for an understanding of our financial conditionand results of operation. Certain accounting estimates are particularly sensitive because of their significance to financial statementsand 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 ofour financial statements.

The preparation of these consolidated financialstatements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts ofassets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements andthe reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our consolidatedfinancial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyaltyprogram revenue, the useful lives of property and equipment, impairment of long-lived assets, allowance for doubtful accounts, write-downfor estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of ourstock price to determine the beneficial conversion feature (“BCF”) within the convertible note, fair value of the stock-basedcompensation, and fair value of the warrants issued. Actual results could differ from these estimates.

Accounts receivable, net

Accounts receivable are recorded at the invoicedamount, net of an allowance for uncollectible accounts, and do not accrue interest. We offer various payments terms to customers fromcash due on delivery to 90 days based on their credit history. Accounts receivable encompass amounts due from agent subscription revenue,sales of healthcare products on our ZCITY platform, sublicensing revenue, and sales of food and beverage products. Management regularlyassesses the adequacy of the allowance for doubtful accounts by considering historical collection trends and aging of receivables. Additionally,management periodically evaluates individual customer financial conditions, credit histories, and current economic conditions to makenecessary adjustments to the allowance. 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 bracketsand has made 100% provision for customer balances aged above 120 days for sales of healthcare products on our ZCITY platform and 100%provision for customer balances aged above 60 days for sublicensing revenue and sales of food and beverage products. Our management continuouslyassesses the reasonableness of the valuation allowance policy and updates it as needed.    

Inventories

Our inventories are recorded at the lower ofcost or net realizable value, 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 healthcareproducts. Management conducts regular comparisons between the cost of inventories and their net realizable value. If the netrealizable value is lower than the cost, an allowance is made for inventory write-down. Ongoing assessments of inventories arecarried out to identify potential write-downs due to estimated obsolescence or unmarketability. This determination is based on thedifference between the inventory costs and the estimated net realizable value, considering forecasts for future demand and marketconditions. Once inventories are written down to the lower of cost or net realizable value, they are not subsequently marked upbased on changes in underlying facts and circumstances. Our management has reviewed the aforementioned factors and has applied a100% write-down for inventories aged above 180 days related to our E-voucher and health care products.

Other receivables and other current assets,net

Other receivables and other current assets primarilyinclude refundable advance to third party service provider and other deposits. Management regularly reviews the aging of receivables andchanges in payment trends and records allowances when management believes collection of amounts due are at risk. Accounts considered uncollectableare written off against allowances after exhaustive efforts at collection are made.

Prepayments

Prepayments and deposits are mainly cash depositedor advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any prepayments determinedby management that such advances will not be in receipt of inventories, services, or refundable, we will recognize an allowance accountto reserve such balances. Management reviews our prepayments on a regular basis to determine if the allowance is adequate, and adjuststhe allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management hasdetermined that the likelihood of collection is not probable. Our management continues to evaluate the reasonableness of the valuationallowance policy and updates it if necessary. 

Impairment for long-lived assets

Long-lived assets, including property and equipmentwith finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to marketconditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assessedthe recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairmentloss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from dispositionof the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would reduce the carrying amountof the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable marketvalues.

Revenue recognition

Loyalty program

Our ZCITY reward loyalty program allows membersto earn points on purchases that can be redeemed for rewards that include discounts on future purchases. When members purchase our productor make purchase with our participated vendor through ZCITY, we allocate the transaction price between the product or service, andthe reward points earned based on the relative stand-alone selling prices and expected point redemption. The portion allocated to thereward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration. 

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

Income taxes

Deferred taxes are accounted for using the assetand liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilitiesin the consolidated financial statements and the corresponding 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 itis probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculatedusing tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is chargedor credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferredtax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is morelikely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordancewith the laws of the relevant taxing authorities.

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

Stock-based compensation

We recognize compensation costs resulting fromthe issuance of stock-based awards to third party consultant and former director as an expense in the statements of operations over therequisite service period based on a measurement of fair value for each stock-based award. The fair value of each warrants granted areestimated as of the grant date using the Black-Scholes-Merton option-pricing model while the fair value of each common stock granted areestimated using the Company’s closing stock price on the grant date. The fair value is amortized as compensation cost on a straight-linebasis over the requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, includingthe fair market value of the common stock of the Company, expected life of stock options, the expected volatility and the expected risk-freeinterest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties basedon market conditions generally outside the control of the Company.

Convertible notes

We evaluate our convertible notes to determineif those contracts or embedded components of those contracts qualify as derivatives. The result of this accounting treatment is that thefair value of the embedded derivative is recorded at fair value each reporting period and recorded as a liability. In the event that thefair value is recorded as a liability, the change in fair value is recorded in the statements of operations as other income or expense.

In circumstances where the embedded conversionoption in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertibleinstrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivativeinstrument. 

If the conversion features of conventional convertibledebt provide for a rate of conversion that is below market value at issuance, this feature is characterized as a beneficial conversionfeature (“BCF”). A BCF is recorded by us as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and OtherOptions.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF, and we amortize the discountto interest expense, over the life of the debt.

Warrants

We account for warrants as equity-classified instrumentsin accordance with ASC 480 and ASC 815. The fair value of each warrant granted is estimated as of the date of grant using the Black-Scholes-Mertonoption-pricing model. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of theawards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of our common stock,expected life of stock options, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflectour best estimates, but they involve inherent uncertainties based on market conditions generally outside our control.

Recent Accounting Pronouncements

See Note 2 of the notes to the consolidated financialstatements included elsewhere in this report for a discussion of recently issued accounting standards.

BUSINESS

OurMission

Ourmission is to bring together the worlds of online e-commerce and offline physical retailers; widening consumer choice and rewarding loyalty,while sustaining and enhancing our earning potential.

OurCompany

Wehave created an innovative online-to-offline (“O2O”) e-commerce platform business model offering consumers and merchantsinstant 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 proprietary product is an internet application(or “App”) branded “ZCITY App,” which was developed through our wholly owned subsidiary, ZCity Sdn. Bhd. (formerlyknown as Gem Reward Sdn. Bhd, name change effected on July 20, 2023) (“ZCITY”). The ZCITY App was successfully launched inMalaysia in June 2020. ZCITY is equipped with the know-how and expertise to develop additional/add-on technology-based products and servicesto complement the ZCITY App, thereby growing its reach and user base.

Throughsimplifying 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 payment gateway platform. Our longer-term goal is for the ZCITY App andits ever-developing technology to become one of the most well-known commercialized applications more broadly in Southeast Asia and Japan.

As of November 6, 2023, we had 2,663,165 registeredusers and 2,026 registered merchants. 

Corporate Structure

Treasure Global Inc is a Delaware corporationthat was incorporated on March 20, 2020. We issued 10,000,000 shares to Kok Pin “Darren” Tan, our founder and former ChiefExecutive Officer on July 1, 2020, who as a result became our sole shareholder.

ZCity Sdn. Bhd. (formerly known as Gem RewardSdn. Bhd, name change effected on July 20, 2023), a Malaysia private limited company was incorporated on June 6, 2017. Prior to the incorporationof ZCITY, Kok Pin “Darren” Tan entered into a Beneficial Shareholding Agreement (“Beneficial Shareholding Agreement1”) with two individuals, one of which is a vice president of the Company (the “Initial ZCITY Shareholders”), whichprovided for the Initial Shareholders to hold the ZCITY shares issued to them in equal amounts and for the sole benefit of Kok Pin “Darren”Tan and provided Kok Pin “Darren” Tan with control over the voting and disposition over such shares as well as control overthe issuance of additional ZCITY shares in consideration for equity in a company that had not been determined on the date of BeneficialShareholding Agreement 1. On November 10, 2020, Kok Pin “Darren” Tan instructed the Initial ZCITY Shareholders to issue onemillion additional ZCITY shares to Chong Chan “Sam” Teo, currently our Chief Executive Officer, and as a result each InitialZCITY Shareholder and Chong Chan “Sam” Teo held one million shares of ZCITY. On November 10, 2020. Chong Chan “Sam”Teo entered into a Beneficial Shareholding Agreement with Kok Pin “Darren” Tan with terms similar to Beneficial ShareholdingAgreement 1 (“Beneficial Shareholding Agreement 2” and together with the Beneficial Shareholding Agreement 1, the “BeneficialShareholding Agreements”). As a result of Kok Pin “Darren” Tan’s 100% ownership of our common stock and the BeneficialShareholding Agreements, TGL and ZCITY were both under the sole control of Kok Pin “Darren” Tan.

TGL and ZCITY were reorganized into a parent subsidiarystructure pursuant to a Share Swap Agreement, dated March 11, 2021, as amended on March 11, 2021 among TGL, the Initial ZCITY Shareholdersand Chong Chan “Sam” Teo (the “Share Swap Agreement”), in which TGL exchanged 321,585 shares of its common stock(the “Swap Shares”) for all equity of ZCITY. Pursuant to the Share Swap Agreement, the purchase and sale of the Swap Shareswas completed on March 11, 2021, but the issuance of the Swap Shares did not occur until October 27, 2021 when TGL amended its certificateof incorporation to increase the number of its authorized common stock to a number that was sufficient to issue the Swap Shares. As aresult of the Share Swap Agreement, (i) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had anycontrol over ZCITY’s ordinary shares; and (ii) Kok Pin “Darren” Tan, the Initial ZCITY Shareholders and Chong Chan “Sam”Teo owned 100% of the TGL common stock ( Kok Pin “Darren” Tan owning 97%). Subsequent to the date of the Share Swap Agreement,Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities andcurrently owns less than 5% of our common stock.

We operate solely through our subsidiaries: (i)ZCITY; (ii) AY Food Ventures Sdn Bhd; (iii) Morgan Global Sdn. Bhd; and (iv) Foodlink. ZCITY owns all intellectual property rights tocopyrightable, patentable, and other protectable intangible assets relating to our business, including trademarks.

Corporate Information

Our principal executive offices are locatedat 276 5^th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat BandarPuchong, 47100 Puchong, Selangor, Malaysia. Our corporate website address is https://treasureglobal.co. Our ZCITY websiteaddress is https://zcity.io. The information included on our websites is not part of this prospectus.

Market Opportunity

We expect that continued strong economic expansion,robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobiletechnology provide market opportunities for our Company in Southeast Asia (“SEA”). SEA is a large economy and, as of 2022,its gross domestic product (“GDP”) was US$3.66 trillion¹⁵. In comparison, the respective GDP for both the EuropeanUnion (“EU”) and the United States (“US”) totaled US$15.8 trillion and US$25.5 trillion¹⁶ in 2022.SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU andthe US. According to the International Monetary Fund (“IMF”) , Malaysia’s GDP growth averaged more than 4.5% from 2016to 2019, but contracted by 6.0% in 2020 due to the COVID-19 pandemic and is expected to average 4.5% growth for the next five years (including2023).¹⁷ The GDP of Malaysia amounted to US$337 billion in 2020 and is projected to reach approximately US$500 billion by 2025.¹⁸ 

SEA continues to enjoy robust population growth.The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 525 million peoplegrowing to 668 million in 2020. According to the World Bank, Malaysia had a population of approximately 33 million people in 2022 comparedto 23 million people in 2000.¹⁹

A high percentage of Malaysians have lived incities for the last decade and that percentage is increasing. Since 2011,²⁰ Malaysia’s urbanization has increased fromapproximately 71.61% to approximately 77.7% in 2022. By comparison, in 2020 the urbanization rates for China, Vietnam and India were approximately62.51%, 37% and 35%, respectively.²¹

Urbanization is highly correlated with the sizeand growth of the middle class. Simply put, urbanization drives middle class consumption demand. According to the World Bank, Malaysiais likely to transition from an upper-middle-income economy to a high-income economy between 2024 and 2028, a reflection of the country’seconomic transformation development trajectory over past decades. In fact, Malaysia’s gross national income per capita is at US$11,200according to latest estimates, only US$1,335 short of the current threshold level that defines a high-income economy.²³

And despite the ongoing effects from the Covid-19pandemic, the Internet economy continues to boom in SEA. According to Google Temasek e-Conomy SEA 2022 Report (the “Google Report”),internet usage in the region increased with 20 million new users added in 2022 for a total of 460 million compared to 360 million in 2019and 440 million in 2021.²⁴ Eighty nine percent of Malaysia’s population is now online, compared to approximately fiftysix percent in 2010.²⁵ 81% and 80% of Malaysia and SEA’s internet users, respectively, have made at least one purchaseonline. E-commerce, online media and food delivery adoption and usage surged with the total value of goods and services sold via the Internet,or gross merchandise value (“GMV”), in SEA, expected to reach approximately US$200 billion by year end 2022 according to theGoogle Report. In fact, according to the Google Report, the SEA Internet sector GMV is forecast to grow to over US$360 billion by 2025up from the $300 billion forecast in the Google, Temasek, Bain SEA Report 2022.²⁶ 

Malaysia’s internet economy has grown from$14 billion in 2020 to $21 billion in 2021 (47% growth) and is expected to grow to $35 billion in 2025.²⁷

As consumers in these markets that gradually shiftingtowards online platforms model, the total value of internet-based transactions has grown tremendously and is expected to keep doing so.According to the Google Report, total GMV of South Asia’s Internet economy is expected to skyrocket from US$174 billion in 2021to US$363 billion in 2025.

We believe that these ongoing positive economic and demographic trendsin SEA and South Asia propel demand for our e-commerce platform.

About the ZCITY App

SEA consumers have access to a plethora of smartordering, delivery and “loyalty” websites and apps, but in our experience, SEA consumers very rarely receive personalizeddeals based on their purchases and behavior.

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

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 “ZCITYCash Vouchers” with discount benefits at checkout. Additionally, users can use RP while they earn rewards from selected e-Walletor other payment methods.

ZCITY App users do not require any on-going credittop-up or need 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 rebateswhen they shop with e-commerce and retail merchants through trusted and leading e-wallet providers such as Touch’n Go eWallet, BoosteWallet, GrabPay eWallet and credit card/online banking like the “FPX” (the Malaysian Financial Process Exchange) as wellas more traditional providers such as Visa and Mastercard.

Our ZCITY App also provides the following functions:

Users may register as a ZCITY App usersimply, using their mobile device. They can then verify their ZCITY App account by submitting a valid email address to receive new user“ZCITY Newbie Rewards.”

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

Our ZCITY App is affiliated with morethan five local services providers such as Shopee and Lazada. The ZCITY App allows users to enjoy more rewards when they navigate fromthe ZCITY App to a partner’s website.

Users can access and pay utility bills,such as water, phone, internet and TV bills, while generating instant discounts and rewards points with each payment.

Users can purchase their preferred e-Voucherswith instant discounts and rewards points with each checkout.

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

ZCITY has collaborated with the Ministryof Domestic Trade and Cost of Living (KPDN) for the launch of the ZCITY RAHMAH Package. This program offers a comprehensive package ofliving essential e-vouchers on the ZCITY app for items such as petrol, food, and bills. ZCITY users will be able to purchase vouchersfor these items at reduced prices, thereby assisting low-income Malaysians and helping to address this societal challenge.

ZCITY App offers a “Smart F&B”system that provides a one stop solution and digitalization transformation for all registered Food and Beverage (“F&B”)outlets located in Malaysia. It also allows merchants to easily record transactions with QR Digital Payment technology, set discountsand execute RP redemptions and rewards online on the ZCITY App.

By utilizing our CRM analytics softwareto attract and retain consumers through personalized promotions, we believe that data-driven engagement can be more efficiently harnessedto generate greater profitability.

Zstore is ZCITY App’s e-mall servicethat offers group-buys and instant rebate to users with embedded AI and big data analytics to provide an express shopping experience.The functionality and benefit of users to use the Zstore can be summarized within the chart below:

Set out below is an illustration of some of ourkey partnerships by category:

Retail Merchant Agreements. We haveretail merchant agreements with Morganfield’s Holdings Sdn. Bhd, and the Alley which together own more than 100 offline food andbeverage franchises in Malaysia. Each of these retail merchants have signed our standard retail merchant agreement which allow merchantsto sell their products on the ZCITY App for which we receive a commission ranging from 1% to 10% depending on the category of goods orservices being purchased on the ZCITY App. These agreements also provide that each party may use the intellectual property marks of theother party without charge. These agreements may be terminated by either party with 30 days’ notice. On June 6, 2023, TGL enteredinto a licensing agreement with the fast-growing Malaysian F&B brand, Abe Yus. This agreement grants TGL the exclusive worldwide rightto sublicense third parties to use Abe Yus’ trademarks for their F&B business chain. Serving as the master franchisor, TGL willoversee brand loyalty and raw material supply. Additionally, all Abe Yus F&B outlets will be required to adopt TAZTE, TGL’sdigital F&B management system, across all their operations and generating more revenue through monthly licensing fees, start-up feesfor new location and supply chain management.

Services Partners Agreements. We have service provider agreements with Coup Marketing Asia Pacific Sdn. Bhd. D/B/A Pay’s Gift and MOL Access Portal Sdn. Bhd. D/B/A Razer Gold in which Pay’s Gift and Razer Gold provide us with e-vouchers for use on the ZCITY App that provide users with discounts on goods and services of many top multinational and lifestyle brands, including gas, clothing, fast food, movie theaters and others. We pay the service partner for the cost of the e-voucher plus a service fee. These contracts provide for the use by us of the trademarks of the service providers and may be terminated at any time with 30 days’ notice. ZCITY has also entered into an agreement with Apigate Sdn Bhd, a wholly-owned subsidiary of Axiata Digital, branded as Boost Connect. This agreement was entered into on July 28, 2023, and commenced on the same date, July 28, 2023. It shall continue until March 1, 2024. Apigate Sdn Bhd is a global digital monetization and customer growth platform ecosystem provider, which offers us the services for the reselling of digital vouchers.

Local Strategic Partner Agreements.We have local strategic partner agreements with iPay88. The agreements we enter into with these local strategic partners provide us withpayment gateways (i.e, online “checkout” portals) used to enter credit card information for payment of goods and services.

The iPay88 agreement was entered into onAugust 6, 2021 and provides our users with payment gateways that include credit card processing, online banking services fromcertain banks in Malaysia and eWallet payment processing for certain brands for which iPay88 receives a fee ranging from 1.0% to1.6% of the processed transaction depending on the credit card used or if the transaction is online banking or eWallet. ZCity SdnBhd (formerly known as Gem Reward Sdn Bhd), has entered into a business partner agreement with CIMB Bank to establish a paymentgateway. This agreement enables users to conveniently make payments using their CIMB Bank credit and debit cards. Additionally,users have the added benefit of enjoying rewards for their spending at ZCITY through this partnership.

 Local Demands Agreements.We have local demand agreements with Digi Telecommunication Sdn. Bhd. (“Digi”) and ATX Distribution Sdn. Bhd. (“ATX”)which provide ZCITY App users bill payment services.

The Digi agreement was entered on December 16,2021 and provides our users with bill payment services for all of its telecommunication products and services to postpaid subscribers.We receive a commission from Digi of 0.5% for each transaction. ZCITY App users may also use Digi’s prepaid automatic internet paymentservice for which we receive a commission from Digi of 2.5% for each reload. The Digi agreement may be terminated by either party with30 days’ notice. CelcomDigi kicked off full-scale integration of Digi & Celcom network in December 2022. This marks one of thelargest telecommunications network deployment projects in Malaysia.

The ATX agreement was entered into on November8, 2021 whereby ATX and provides our users with bill payment services for many companies in Malaysia, including but not limited to, certainutilities, telecommunication companies, insurance companies, entertainment companies and charities. We receive a commission on each transactionfrom ATX at different rates depending on the company for which the bill is being paid. The ATX agreement may be terminated by either partywith 30 days’ notice.

The Company has both direct and indirect relationshipswith merchants and service providers. In terms of the Company’s indirect relationships, through the service partner’s agreementthe Company is able to offer e-vouchers for leading brands including, among others, Shell, Lazada FamilyMart and Watsons; while via theiPay88 agreement, the Company gains access to other e-wallet providers, such as Boost and Grabpay. Additionally, through the Company’sagreement with ATX Distribution, it is able to gain access to bill payment services provided by Malaysia’s telco service providersuch as, among others, CelcomDigi, U Mobile, Astro and Air Selangor.

DownloadZCITY App

ZCITYApp is free to download from the Google Play Store, Apple iOS Store, and Huawei AppGallery.

ZCITYApps’s Reward Points Program

Operatingunder the hashtag #RewardsOnRewards, we believe the ZCITY App reward points program encouragesusers to sign up the app, as well as increasing user engagement and spending on purchases/repeat purchases and engenders userloyalty.

Furthermore,we believe the simplicity of the steps to obtaining Reward Points (or “RP”) is an attractive incentive to user participationin that participants receive:

Thekey objectives of our RP are:

RPare offered to users for increased social engagement.

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

Drivesloyalty and greater customer engagement. Every new user onboarded will get 200 RP as welcoming gift.

Rewardsusers with RP when they refer a new user.

OfflineMerchant

Whenusing our ZCITY App to make payment to a registered physical merchant, the system will automatically calculate the amount of RP to deduct.The deducted RP amount is based on the percentage of profit sharing as with the merchant and the available RP of the user.

OnlineMerchant

Whenusing our ZCITY App to pay utility bills or purchase any e-vouchers, our system shows the maximum RP deduction allowed and the user determinesthe amount of discount deducted subject to maximum deductions described below and the number of RP owned by such user.

Differentfeatures have different maximum deduction amounts. For example, for bill payments, the maximum deduction is up to 3% of the bill amount.For e-vouchers, the maximum deduction is up to 5% of the voucher amount.

Inorder to increase the spending power of the user, our ZCITY App RP program will credit RP to the user for all MYR paid.

MerchantFacing Business

Atpresent, our ZCITY merchants are concentrated in the F&B and lifestyle sectors. Moving forward, we plan to expand our product/serviceoffering to include grocery stores, convenience stores, “micro-SME” (“small to medium size enterprises”) loanprograms, affiliate programs and advertising agencies.

Webelieve that ZCITY’s TAZTE Smart F&B System, launched in the fourth quarter of 2022, provides merchants with a one-stop automatedsolution to digitalize their business. It offers an innovative and integrated technology ecosystem that addresses and personalizes eachmerchant’s technological needs and aims to be at the forefront of creating a smart consumer experience, thereby eliminating conventionaland outdated standalone point of sale (or “POS”) systems.

TAZTEallows merchants to effortlessly record transactions with online payment or QR digital payment technology, set discounts and executeRP redemptions and rewards online, all via our ZCITY App. It utilizes ZCITY App’s CRM analytics software to attract and retainconsumers through personalized, data-driven engagement to generate greater profitability.

TAZTESmart F&B System also features a ‘Deviceless Queue System’ that reduces staff headcount and a private domain deliveryservice that will allow merchants access to multiple dedicated delivery partners to ensure outstanding delivery service to consumers.

LicensingAgreements

AI Lab Martech Sdn. Bhd

On October 12, 2023, we entered into the Licenseand Service Agreement with AI Lab Martech Sdn. Bhd, a company that provides application, services and turnkey solutions on AI invarious aspects, including customization, video production, brand engagement, marketing and content creation, in which the Licensor shallprovide an exclusive, non-transferable, royalty-free license to use and operate the AI Software in exchange for the issuance of USD$563,000worth of our common stock. The License Agreement is for a period of 12 months and at the expiration of the term, the Company has an optionto renew the term of the License Agreement for an additional 12 months. The License Agreement may be terminated if the Company or theLicensor materially breaches any of its obligations or undertakings as set forth in the License Agreement or if the Licensor or we aresubject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed over any part of its assets.The Shares were issued on October 12, 2023.  

AbeYus

OnJune 6, 2023, AY Food Ventures Sdn Bhd (“AYFV”), one of our wholly owned subsidiaries entered into a licensing agreementwith Sigma Muhibah Sdn Bhd (“Abe Yus”), a food & beverage company, in which Abe Yus granted AYFV the exclusive worldwideright to grant sub-licensees to any third parties to use Abe Yus’ trademarks for its food & beverage business chain (the “AbeYus Licensing Agreement”). As the master franchisor, AYFV will manage brand loyalty and raw material supply. Under the Abe YusLicensing Agreement, all the Abe Yus F&B outlets will be obligated to adopt TAZTE, our digital F&B management system, acrossall our businesses.

Morganfield’s

OnMay 1, 2023, through our subsidiary, Morgan Global Sdn. Bhd. and Morganfield’s Holdings Sdn. Bhd. (“Morganfield’s”),a restaurant chain specializing in comfort food and American-style barbecue, entered into a Worldwide Master License Agreement (the “Morganfield’sLicense Agreement”), in which Morganfield’s granted us an exclusive worldwide license to grant sub-licensees to third partiesto use Morganfield’s trademarks for the restaurant business. Pursuant to the Morganfield’s License Agreement, Morganfield’swill also adopt our digital food & beverage management system, TAZTE, in its nine franchisees in Malaysia, China and Singapore, acceleratingthe rollout of TAZTE in the region. 

Theterm of the Morganfield’s License Agreement is for a period of five years, from May 1, 2023 to May 1, 2028, and will automaticallyrenew for another five years upon expiration of the initial term unless the Morganfield’s License Agreement is terminated. We willbe entitled the right to collect payment of the total monthly collections from our sub-licensees, namely current licensees and the newly-appointedsub-licensees provided that we pay to Morganfield’s the monthly management fees, the amount of which will range depending on ourtotal monthly collection from our sublicensees in any given period, with a minimum monthly payment of RM 90,000 in year 1, RM 100,000in year 2, RM 110,000 in year 3, RM 120,000 in year 4 and RM 130,000 in year 5. 

Foodlink

Aswe became closer to the F&B industry and increased our understanding, we saw a significant opportunity that would not only supportthe distribution of TAZTE, but establish several new revenue streams for us. Our strategic plan is to establish synergies with our technologysolutions by becoming a master licensor of F&B companies in Southeast Asia. We will adopt TAZTE into new restaurants, while alsoreceiving revenue from monthly licensing fees and start-up fees with little barrier to entry.

Underthe subsidiary named “Foodlink” that TGL has established to house F&B master franchisor activity, the subsidiary willmanage all brand royalties and related IP through lease, ownership or JV agreements; and provide F&B consulting including market& product optimization as well as supply chain monetization. TAZTE Smart F&B System shall be adopted in Morgan Global andAY Food Venture licensee holder.

TourismAI Application

OnJuly 19, 2023, we entered into a Collaboration Agreement (the “Collaboration Agreement”) with VCI Global Limited (NASDAQ:VCIG) (“VCI Global”), a multi-disciplinary consulting group focused on business and technology, in which VCI Global and usshall collaborate to develop an AI-powered travel platform (“Travel Platform”) which utilizes advanced technology, includinghigh-tech and predictive technology, to assist its users in discovering the best places to visit, explore, dine and engage in variousactivities during their travel in Malaysia. Furthermore, the Travel Platform aims to facilitate the seamless booking of flights, hotels,car rentals, theme park tickets and concert show tickets. Pursuant to the Collaboration Agreement, VCI Global and us shall share ownershipand profits generated from this collaboration on a 50:50 basis.

OnJuly 20, 2023, ZCITY entered into a Software Development Agreement (the “Software Agreement”) with VCI Global, in which ZCITYshall create, design, produce, develop, finalize, commission and deliver to VCI Global the Travel Platform. Pursuant to the SoftwareAgreement, VCI Global shall pay ZCITY in either cash or VCI Global shares of common stock equal to USD $1 million as service consideration.

MarketingStrategy - Consumer

Withthe number of available apps for download from the world’s leading app stores totaling over four million, we believe that structuredand innovative user marketing strategy is the only way to stand out in today’s app market. Aside from focusing on app developmentand building our app features properly, we believe we need to get our app featured on the leading platforms to most successfully extendour reach and user base.

Webelieve that our ZCITY App marketing strategy covers the user from when they first learn about our ZCITY App, to when they become a regularrepeat user. The marketing strategy for the ZCITY App involves defining our target audience, learning how best to reach them, how bestto communicate with them, and analyzing their “in-app” behavior to make continuous AI driven improvements as users move throughthe recruitment funnel.

Ultimately,the goal of our ZCITY App marketing strategy is to acquire users that will not only drive repeat engagement, but will also become loyaladvocates for the ZCITY App.

Atthe initial launch of the ZCITY App in June 2020, we combined both online and offline strategies in branding and marketing, which webelieved would effectively communicate our objectives, reaching a prospective target audience and turning that target audience into usersof our ZCITY App.

Otherthan just user experience and features offered in the app itself, we believe consumers are choosing brands whose messaging, marketingand values go beyond the product, and have a potentially deeper meaning to the user. For example, they may consider brand trustworthinessand identity to be major influences on their market decisions. As a result, we have focused on building brand loyalty to drive on goingmarketing success, increase repeat users and attain greater market share.

Inthis regard, we have chosen to adapt various marketing strategies, such as re-targeting users and enticing current users to use our appon multiple occasions, by providing what users look for when they choose our app in order to increase engagement and retention. The diagrambelow reflects the strategies we engage in to promote marketing success and avoid missed opportunities.

Weadopt a multi-pronged approach to user outreach through outdoor digital billboards, radio commercials, third party editorials and advertorials,social media postings on platforms such as Facebook, Instagram, TikTok, YouTube, as well as the targeting of users through Google adsand direct email marketing to encourage downloads and promote various campaigns.

Sincethe outbreak of the COVID-19 pandemic, we have been very focused on reaching our target audience through digital media due to movementrestrictions and retail closures. Advertisements especially on social media have become more routine.

Social media-based advertising can be very targeted,helping to convert new users into repeat users and building brand loyalty. We reach potential users based on criteria, including, amongothers, job title, interests, marital status, and recent locations. We believe that it is much easier to measure and optimize social mediacampaigns while they are active. If an advertisement isn’t producing the expected results, we can suspend the campaign or reallocatefunds on demand.

Anotherkey media vehicle that we utilize is Universal App Campaign (or “UAC”) by Google. UAChelps promote our ZCITY App across Google’s largest properties including Google Search, Google Play Store,YouTube, and the Google Display Network. It combines information Google has on users’ tendencies and perceived intents outsideof the app (such as what they have searched for, what other apps they have downloaded and what they watched on YouTube) with advertisers’information on user actions in the app.

UACthen uses machine learning technology to make decisions for each ad by analyzing potential data signal combinations in real-time, includingthe platform where users are most likely to engage with our ad (such as YouTube or Gmail), the right ad format (whether video, text,or combination of the two) and keywords that will perform best for our marketing goals.

Inaddition, in order to obtain more accurate data for analysis, AppsFlyer SDK is installed in our ZCITY App, where it provides conversiondata of user acquisition and retention campaigns. Through AppsFlyer SDK, we can monitor digital media activities to optimize our marketingbudget. The data can be utilized and turned into actionableinsights (to run campaigns and promotions which users are more favorable to) that will shareour strategic and tactical business decisions, while boosting the ZCITY App brand presence.

MarketingStrategy - Merchants “6Cs” Strategy

Inorder to roll out our system, we plan to implement our 6Cs marketing strategy: clients, convenience, competition, consistency with creativecontent, corporate social responsibilities and credibility.

Clients(Soon-to-be F&B Owners). We have forecast potential merchants by category, which will enable us to create a marketing plan thatwill attract them by aligning our promotional content with their business interests and ideals. We will initiate advertisements thatconnect with their preferences and generate brand loyalty. We have developed “The PILOT” program where we plan offer prospectivemerchant F&B owners a free TAZTE Smart F&B system to facilitate their O2O business.

Convenience.We plan to demonstrate the convenience provided by our ZCITY App by launching a digitalization initiative which can get a merchant upand running on our platform within 24 hours. We believe this strategy emphasizes the ease of onboarding potential merchants and the potentialpositive transformation of their business in the shortest amount of time.

Competition.To further differentiate our system from our competitors, we expect to identify, compare and discover issues within their business modelof operations against our own business model. The “SWITCH 180” program is where we plan to offer F&B owners not onlya free TAZTE Smart F&B system, but we will also offer additional support such as artificial intelligence inventory management systemand discount vouchers.

Consistencywith Creative Content. We plan to maintain a consistent brand image across all our current marketing approaches with creative andinnovative content. We strive to make our brand recognizable to stand out among competitors to increase brand awareness and recognition.

CorporateSocial Responsibilities. We expect to integrate social and environmental concerns in our business operations to gain positive publicityand recognition and greater market exposure. For example, our “Love Delivery” program under TAZTE will allow consumers todonate food through our merchant family to charitable establishments such as orphanages and senior centers and similar charitable organizations.Our “Green Oil” program will allow our merchants to contribute to zero pollution by recycling used cooking oil with one ofour strategic partners.

Credibility.We expect to prove our credibility by presenting our expertise to potential merchants who are seeking alternative business strategiesin the ever-expanding technological age. We believe that promoting a credible and reliable system for merchants will increase referralsand positive reviews. Our “TAZTE Cares <3” program offers F&B owners free business operations “healthchecks” and offers troubleshooting solutions by introducing TAZTE Smart F&B System into their business.

RevenueModel

ZCITY’srevenues are generated from a diversified mix of:

Therevenue streams consist of “Consumer Facing” revenues and “Merchant Facing” revenues.

Therevenue streams can be further categorized as following: (1) product and loyalty program revenue, (2) transaction revenue, and (3) agentsubscription revenue. Please see “Management’s Discussion and Analysis ̶ Revenue Recognition.”

OurCompetitive Strengths

Powerful,Unique and Integrated App. We have designed an application – the ZCITY App – which serves both consumers and merchantsin ways that concurrently maximize value creation and enhance the shopping experience. Furthermore, through the application of our proprietarydeveloped AI technology, we can offer consumers a more personalized and targeted rewards offering/experience.

UniqueLoyalty Program. Operating under our hashtag #RewardsOnRewards, we believe our RP program increases user engagement and loyalty.Through consumer redemption and platform issuance of RP, we believe our system is advantageous to both consumers and merchants.

AttractiveMarkets. We currently operate in Malaysia, which according to the IMF is expected to average 4.5% GDP growth over the next five years.See “Business—Market Opportunity.”

Aswe scale our operations, we intend to expand to other countries in Southeast Asia, which possesses solid economic fundamentals, fastgrowing middle classes, favorable demographic trends and accelerating adoption of mobile technology.

ExperiencedManagement Team. Our executives and directors combine decades of on-the-ground local e-commerce operations and social media marketingexperience, as well as professional expertise in the global finance field.

OurGrowth Strategy

Ourmain goal is focused on the recruitment of new consumers and the registration of as many TAZTE merchants as possible in the most efficientway in the shortest amount of time. We believe that this approach establishes a cycle where more consumers lead to more merchants andmore merchants lead to more consumers. External partnerships play an important part in our business, as we will continue sourcing moredelivery partners to offer our merchants greater flexibility.

ConsumerGrowth. We strive to provide consumers with a smarter shopping experience from ordering to receiving goods and services as one seamlessprocess. Our marketing efforts will focus on attracting consumers by awarding RP upon the execution of successful transactions (wherethey can redeem instant rebates).

MerchantGrowth. We believe that our TAZTE program is an example of an O2O platform focusing on transforming traditional ways of operatingF&B business with digitalized smart ecosystems which better streamline merchant business operations and directly contribute to higherrevenues. We feel TAZTE has the potential for our ZCITY App to pioneer a generation of technologically astute “Smart Merchants”,effectively encouraging more merchants to join the technological trend. Apart from the technological advantages, merchants would be ableto gain access to a significant consumer database of nearly 1 million registered users currently for their own brand marketing.

PartnerGrowth. We are continuously enhancing the ZCITY App through adding further strategic partnerships. We believe that collaborationswill enable merchants and consumers to have more options to choose from and the delivery speed and rates related to transparency willbenefit all parties.

ExpansionGrowth. With our proven systems and by leveraging our large network, leading technology, operational excellence, and product expertise,we expect the ZCITY App to launch and scale our expansion plans to neighboring countries such as Indonesia, Thailand, and Japan, by partneringwith or acquiring local establishments.

AcquisitionGrowth. In order to complement our organic growth strategy, we will continue to evaluate investment and acquisition opportunitiesthat will enable us to become market leaders. Our anticipated investments and acquisitions of other e-commerce platforms in differentverticals are expected to expand our service offerings and attract new consumers and merchants. We expect negotiations with acquisitiontargets in the e-Commerce industries. Furthermore, we would expect to finance such acquisitions through internal and potential financingsfrom the stock market.

StrategicPartnerships

We have entered into agreements with various Malaysian companies i.e.:Touch’nGo e-wallet marketing, iPay88, Boost eWallet, Digi and Grabpay eWallet to provide essential services to our ZCITY App platform.

Strategicpartnerships are vital to our strategy and operations, as they enable the ZCITY App to offer more value-added services to both our consumersand merchants. Through our partnerships, we intend to gain low-cost access to our partners’ users, where possible, to drive userconversion. Our marketing approach to acquire strategic partners focuses on the benefits of brand awareness, stressing the ability toaccess a larger pool of consumers and clients while reducing marketing expenses via joint marketing efforts like crossover marketingcampaigns, digital marketing and affiliate programs.

CompetitiveOutlook

Wecompete with other online platforms and apps for merchants, who can sell their products/services on other online shopping marketplacesand other food ordering platforms. We also compete with other e-commerce platforms and apps, fashion and lifestyle retailers and restaurantsfor the attention of consumers. Consumers have the choice of shopping with any online or offline retailer, large marketplaces or restaurantchain. We compete for consumers and merchants based on our ability to deliver a personalized e-commerce experience with an easy-to-usemobile app, unique cross-business reward system, instant rebate & cashback, and a trusted payment gateway which is both secure andconvenient.

Withinthe Malaysian market, we believe the principal competitors to the ZCITY App to include, but not limited to Fave, Shopback and EZ. Wehave set out below how we perceive the ZCITY App differentiates its offering from these competitors in the Malaysian market both downstream(services provided to consumers) and upstream (services provided to merchants).

Theinformation with respect to Fave was obtained from Fave’s website at https://help.myfave.com/hc/en-us/articles/115000181194-How-do-I-pay-with-FavePay-

Theinformation with respect to Shop Back was obtained from Shop Back’s website at https://support.shopback.my/hc/en-us/articles/360037382453-Is-there-a-payment-method-not-eligible-for-Cashback-

Weexpect to be able to successfully compete for merchants based on our unique cross-business reward system, reward points module, instantrebate and cashback program, upcoming new features, which we expect will build lasting customerloyalty for our merchants, as well as our personalized, data-driven approach to customer engagement, both of which ensure that our successis aligned with that of our merchants.

IntellectualProperty Matters

Ourtechnology and ZCITY App are comprised of copyrightable and/or patentable subject matter licensed by our Malaysian subsidiary, ZCITY.Our intellectual property assets include trade secrets associated with our software platform. We have successfully carried out developmentof our multilayer cloud-based software platform based upon our reliance on third parties for payment and reward points deployment. Asa result, we can monetize our software by making it available in locations such as the Apple iOS Store, Google Play Store, Huawei AppGalleryand compatible with existing payment systems depending on the country’s regulatory requirements. We are currently focusing on usingour intellectual property in Malaysia and plan to expand further into Southeast Asia as part of our strategy. The loss of all of thesethird-party payment facilitators could not be easily replaced and therefore could materially affect our business and results of operations. 

Trademarks.ZCITY has filed one trademark application stylized as “” with the trademarkoffices of Malaysia. The name and mark, ZCITY App and other trade names and service marks of ZCITY in this prospectus are our property.

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

Wemanage all our intellectual property matters in Malaysia including the registration of patents, trademarks, trade names, and servicemarks in the name of ZCITY, our subsidiary in Malaysia. While we have not delineated each of our trademarks, the foregoing constitutesour material trademarks. Without prejudice to the generality of foregoing, ZCITY is, inter alia, the direct owner of the registered trademark“ZCITY” in connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS platforms,and other subsets of our business.

InformationTechnology Protection. All of our software development professionals are required to sign and are bound by the IT Infrastructure,Security, Email, Intranet Usage Policy Manual (the “IT Policy Manual”), which governs use of our hardware, software, code,source code, data, computational data, screen data, analytics dashboards, data displayed on screens, emails, intranet and internet. ThisIT Policy Manual establishes standard practices and rules for responsible, safe, and productive use of our intellectual property, informationand assets and is expected to ensure the protection of information and prevention of any misuse.

Wehave internally implemented the “Active Directory and VPN” to manage access to our assets in order to prevent any intentionalor unintentional leaks of sensitive data, documentation or information, as well as to prevent users from installing irrelevant softwareor malware viruses.

OurZCITY App’s server is hosted on the AWScloud and is compliant with SOC2, which we believe securely manages our data across sixaspects:

Wepractice Disaster Recovery SOP to easily overcome disaster events efficiently. We have in place a “Disaster Recovery” (“DR”)initiative, which we rely on the “AWS” cloud facilities to ensure as described below:

The architecture diagram shows how “AWS”cloud architect is powered by distributed servers and database services across multiple zones to ensure disaster recovery on deploymentacross multiple data centers, once the Application Load Balancer (ALB) detects the primary unavailable then it will direct all trafficto other in-service data centers.²⁹ 

Thecontrols for restricting user access to our system and data, include:

Litigation

Fromtime to time, we may become involved in legal proceedings arising in the ordinary course of our business. We believe that we do not haveany pending or threatened litigation which, individually or in the aggregate, would have a material adverse effect on our business, resultsof operations, financial condition, and/or cash flows.

Properties

Welease and maintain our offices at located at 276 5^th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU2A, Taman Perindustrian Pusat Bandar Puchong, 47100 Puchong, Selangor, Malaysia. 

MANAGEMENT 

The following are our executive officers and directorsand their respective ages and positions as of November 8, 2023.