As filed with the Securitiesand Exchange Commission on July 26, 2024.

RegistrationNo. 333-[*]

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933

TreasureGlobal Inc

(Exactname of registrant as specified in its charter)

2765th Avenue, Suite 704 #739

NewYork, New York 10001

+6012643 7688

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

CarlsonThow

ChiefExecutive Officer

TreasureGlobal Inc

2765th Avenue, Suite 704 #739

NewYork, New York 10001

+6012643 7688

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

Copiesto:

Ross D. Carmel, Esq.  

Jeffrey P. Wofford, Esq.  

Sichenzia Ross Ference Carmel LLP  

1185 Avenue of the Americas, 31^st Floor  

New York, NY 10036  

Telephone: (212) 658-0458    

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 PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATIONSTATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELLTHESE SECURITIES AND WE ARE NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Up to 1,063,830 Sharesof Common Stock

Up to 1,063,830 SeriesA-1 Warrants to Purchase Shares of Common Stock

Up to 1,063,830 SeriesA-2 Warrants to Purchase Shares of Common Stock

Up to 1,063,830 Pre-FundedWarrants to Purchase Shares of Common Stock

Up to 74,469 PlacementAgent Warrants to Purchase Shares of Common Stock

Up to 3,265,959 Sharesof Common Stock Underlying the Series A-1 Warrants, Series A-2

Warrants, Pre-FundedWarrants and Placement Agent Warrants

TreasureGlobal Inc

We are offeringup to 1,063,830 shares of our common stock, together with Series A-1 warrants to purchaseup to 1,063,830 shares of common stock (the “Series A-1 Warrants”) and SeriesA-2 warrants to purchase up to 1,063,830 shares of common stock (the “Series A-2 Warrants”and, together with the Series A-1 Warrants, the “Warrants”). Each share of our common stock, or a pre-funded warrant in lieuthereof, is being sold together with a Series A-1 Warrant to purchase one share of our common stock and a Series A-2 Warrant to purchaseone share of our common stock. The shares of common stock and Warrants are immediately separable and will be issued separately in thisoffering but must be purchased together in this offering. The assumed public offering price for each share of common stock and accompanyingWarrants is $1.88, which was the last reported sale price of our common stock on The Nasdaq Capital Market on July 24, 2024. EachWarrant will have an exercise price per share of $1.88 (assuming the offering price is $1.88) and will be exercisable upon issuance. EachSeries A-1 Warrant will have a term of five years from the date of issuance and each Series A-2 Warrant will have a term of eighteen monthsfrom the date of issuance.

Weare also offering to each purchaser whose purchase of shares of our common stock in this offering would otherwise result in the purchaser,together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%)of our outstanding shares of common stock immediately following consummation of this offering, the opportunity to purchase, if the purchaserso chooses, pre-funded warrants to purchase shares of common stock, or the pre-funded warrants, in lieu of shares of common stock. Eachpre-funded warrant will be exercisable for one share of our common stock. The purchase price of each pre-funded warrant will equal theprice per share of common stock being sold to the public in this offering, minus $0.0001, and the exercise price of each pre-funded warrantwill be $0.0001 per share. For each pre-funded warrant that we sell, the number of shares of our common stock that we are offering willbe decreased on a one-for-one basis. The Warrants and the pre-funded warrants will not be listed on The Nasdaq Capital Market and arenot expected to trade in any market; however, we anticipate that the shares of our common stock to be issued upon exercise of the Warrantsand pre-funded warrants will trade on The Nasdaq Capital Market. We are also registering the shares of common stock issuable uponexercise of the Warrants, pre-funded warrants and placement agent warrants pursuant to this prospectus.

This offering will terminate on             ,2024 unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have oneclosing for all the securities purchased in this offering. The public offering price per share (or pre-funded warrant) and common stockpurchase warrant will be fixed for the duration of this offering.

Our commonstock is listed on The Nasdaq Capital Market under the symbol “TGL.” The last reported sale price of our common stockon The Nasdaq Capital Market on July 24, 2024, was $1.88 per share. The final public offering price per share of common stock and accompanyingWarrants, and per pre-funded warrant and accompanying Warrants, will be determined between us and investors based on market conditionsat the time of pricing. The recent market price used throughout this prospectus may not be indicative of the actual public offering price.The actual public offering price may be based upon a number of factors, including our history and our prospects, the industry in whichwe operate, our past and present operating results, the previous experience of our executive officers and the general condition of thesecurities markets at the time of this offering. There is no established public trading market for the Warrants or pre-funded warrantsand we do not expect a market for the Warrants or the pre-funded warrants to develop. We do not intend to list the Warrants or pre-fundedwarrants on The Nasdaq Capital Market, any other national securities exchange or any other trading system. Without an active trading market,the liquidity of the Warrants and the pre-funded warrants will be limited.

We haveengaged (the “placement agent”) to act as our exclusive placement agent in connection with this offering. The placement agenthas agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The placement agentis not purchasing or selling any of the securities we are offering and the placement agent is not required to arrange the purchase orsale of any specific number or dollar amount of securities. We have agreed to pay to the placement agent the placement agent fees setforth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for fundsto be received in escrow, trust or similar arrangement. There is no minimum offering requirement as a condition of closing of this offering.Because there is no minimum offering amount required as a condition to closing this offering, we may sell fewer than all of the securitiesoffered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receivea refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus.We will bear all costs associated with the offering. See “Plan of Distribution” on page 94 of this prospectus for moreinformation regarding these arrangements.

Weare an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business StartupsAct of 2012 (the “JOBS Act”), and have elected to comply with certain reduced public company reporting requirements. See“Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Investing in oursecurities involves a high degree of risk. Before making an investment decision, you should carefully review and consider all of theinformation set forth in this prospectus, including the risks and uncertainties described under “Risk Factors” beginningon page 13 of this prospectus.

Neitherthe U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Thedelivery to purchasers of the shares of common stock, pre-funded warrants and Warrants in this offering is expected to be made on orabout , 2024, subject to satisfaction of certain customary closing conditions.

Prospectusdated _______________, 2024

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus or any prospectus supplement or amendment. Neither we, nor the placementagent, 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 placement agent takeresponsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You shouldassume that the information contained in this prospectus or any free writing prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of any sale of our securities. Our business, financial condition, results ofoperations and prospects may have changed since that date. We are not making an offer of any securities in any jurisdiction in whichsuch offer is 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

Investingin our securities involves a high degree of risk. Before investing in our securities, you should carefully consider the risks describedbelow and discussed under the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscalyear ended June 30, 2023 as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC. Each ofthese risk factors, either alone or taken together, could adversely affect our business, operating results and financial condition, aswell as adversely affect the value of an investment in our common stock. There may be additional risks that we do not presently know ofor that we currently believe are immaterial, which could also impair our business and financial position. If any of the events describedbelow were to occur, our financial condition, our ability to access capital resources, our results of operations and/or our future growthprospects could be materially and adversely affected and the market price of our common stock could decline. As a result, you could losesome or all of any investment you may make in our common stock.

RisksRelated to Our Business

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

Wehave incurred substantial operating losses since our inception. For the year ended June 30, 2023, we had approximately $4.6 million cashon hand, an accumulated deficit of approximately $31.4 million at June 30, 2023, a net loss of approximately $11.7 million for the yearended June 30, 2023, and approximately $9.6 million net cash used by operating activities for the year ended June 30, 2023. For the ninemonth period ended March 31, 2024, we had approximately $0.3 million cash on hand, an accumulated deficit of approximately $36.5 millionat March 31, 2024, a net loss of approximately $5 million for the nine month period ended March 31, 2024, and approximately $4.2 millionnet cash used by operating activities for the nine month period ended March 31, 2024.

Theaccompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assetsand 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 and services.

Ourability to continue as a going concern is dependent on our available cash, how well we manage that cash, and our operating requirements.We will need to raise additional capital to continue as a going concern. Our monthly operating costs may exceed our working capital inthe event that we are unable to raise sufficient funds through a financing transaction at the time we need capital.

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 services and a reduction in headcount which is expectedto substantially reduce revenue growth and delay our profitability. It is likely that our implementation of these contingency plans willhave a material adverse effect on our business, results of operations and financial condition. In addition, we will likely need to consideradditional cost reduction strategies, which may include, among others, amending, delaying, limiting, reducing or terminating our developmentprograms, and we may need to seek an in-court or out-of-court restructuring of our liabilities, including potentially a bankruptcy proceeding,or to substantially reduce or totally cease our operations. In the event of such restructuring activities, holders of our common stockand other securities will likely suffer a total loss of their investment.

Fromtime to time, we will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations;however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all. The sale of additionalequity may dilute investors and newly issued shares may contain senior rights and preferences compared to currently outstanding sharesof common stock. Issued debt securities may contain covenants and limit our ability to pay dividends or make other distributions to 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.

Wehave a limited operating history on which to base an evaluation of our business and prospects. We are subject to all the risks inherentin a small company seeking to develop, market and distribute new services, particularly companies in evolving markets such as the internet,technology and payment systems. The likelihood of our success must be considered, in light of the problems, expenses, difficulties, complicationsand delays frequently encountered in connection with the development, introduction, marketing and distribution of new products and servicesin 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.

Wehave limited revenue-producing operations and will require the proceeds from this offering to execute our full business plan. We believethe proceeds from our November 2023 offering and this offering plus other transactions will be sufficient to cover our funding needsthrough the middle of the second calendar quarter of our fiscal year2025 (i.e., the fourth quarter of the year ending December 31, 2024). Further, no assurance can be given if additional capital is needed as to how much additional capital will be required orthat additional financing can be obtained, or if obtainable, that the terms will be satisfactory to us, or that such financing wouldnot result in a substantial dilution of shareholder interest. A failure to raise capital when needed would have a material adverse effecton our business, financial condition and results of operations. In addition, debt and other equity financing may involve a pledge ofassets and may be senior to interests of equity holders. Any debt financing secured in the future could involve restrictive covenantsrelating to capital raising activities and other financial and operational matters, which may make it more difficult for us to obtainadditional capital or to pursue business opportunities, including potential acquisitions. If adequate funds are not obtained, we maybe 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.

Weseek to generate a high volume of traffic and transactions through our technologies. Accordingly, the satisfactory performance, reliabilityand availability of our website and platform, processing systems and network infrastructure are critical to our reputation and our abilityto attract and retain large numbers of users who transact sales on our platform through a variety of operating systems, networks anddevices while maintaining adequate customer service levels. Our revenues depend, in substantial way, on the volume of user transactionsthat are successfully completed. Any system interruptions that result in the unavailability of our service or reduced customer activitywould ultimately reduce the volume of transactions completed. Interruptions of service may also diminish the attractiveness of our companyand our services. Any substantial increase in the volume of traffic on our ZCITY App, the number of transactions being conducted by customersor substantial increase in the variety of operating systems, networks or devices that are broadly used in the market will require usto expand and upgrade our technology, transaction processing systems and network infrastructure. There can be no assurance that we willbe able to accurately project the rate or timing of increases, if any, in the use of the ZCITY App or timely expand and upgrade our systemsand infrastructure to accommodate such increases or increases in the variety of operating systems, networks or devices in a timely manner.Any failure to expand or upgrade our systems could have a material adverse effect on our business, results of operations and financialcondition.

Weuse internally developed systems to operate our service and for transaction processing. We must continually enhance and improve thesesystems in order to accommodate the level of use of our products and services and increase our security. Furthermore, in the future,we may add new features and functionality to our services that would result in the need to develop or license additional technologies.Our inability to add new software and hardware to develop and further upgrade our existing technology, transaction processing systemsor network infrastructure to accommodate increased traffic on our platforms or increased transaction volume through our processing systemsor to accommodate new operating systems, networks or devices broadly used in the marketplace or to provide new features or functionalitymay cause unanticipated system disruptions, slower response times, degradation in levels of customer service, impaired quality of theuser’s experience on our service, and delays in reporting accurate financial information. There can be no assurance that we willbe able in a timely manner to effectively upgrade and expand our systems or to integrate smoothly any newly developed or purchased technologieswith our existing systems. Any inability to do so would have a material adverse effect on our business, results of operations and financialcondition.

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.

Weexpect to derive most of our revenues from fees from successfully completed transactions on our consumer facing platforms. Our futurerevenues will depend upon continued demand for the types of goods and services that are offered by the merchants that are included onsuch platforms. Any decline in demand for the goods offered through our services as a result of changes in consumer trends could havea material adverse effect on our business, results of 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.

Weanticipate that significant expansion will be required to address potential growth in our customer base and market opportunities. Ouranticipated expansion is expected to place a significant strain on our management, operational and financial resources. To manage anymaterial growth of our operations and personnel, we may be required to improve existing operational and financial systems, proceduresand controls and to expand, train and manage our employee base. There can be no assurance that our planned personnel, systems, proceduresand controls will be adequate to support our future operations, that management will be able to hire, train, retain, motivate and managerequired personnel or that our management will be able to successfully identify, manage and exploit existing and potential market opportunities.If we are unable to manage growth effectively, our business, prospects, financial condition and results of operations may be materiallyadversely 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.

Ifmerchants on our ZCITY App are operating illegally, we could be subject to civil and criminal lawsuits, administrative action and prosecutionfor, among other things, money laundering or for aiding and abetting violations of law. We would lose the revenues associated with theseaccounts and could be subject to material penalties 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 and the Middle East conflicts, could increase the costs of their products orservices to consumers, potentially causing consumers to limit their spending or seek products or services from alternative businessesthat may not be registered as a merchant with us, which may ultimately affect the total number of users using our platform and harm ourbusiness, financial condition and results of 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.

Mostof our operations and business activities are conducted in Malaysia, whose economy and legal system remain susceptible to risks associatedwith an emerging economy and which is subject to higher geopolitical risks than developed countries. Social and political unrest couldgive rise to various risks, such as loss of employment and safety and security risks to persons and property. Additionally, our operationscould be disrupted by acts of war, terrorist activity or other similar events, including the current or anticipated impact of militaryconflict and related sanctions imposed on Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political,business, and financial organizations by the United States and other countries due to Russia’s invasion of Ukraine in February2022 and the Israel-Hamas war in October 2023. It is not possible to predict the broader consequences of the conflicts, including relatedgeopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof and with regardto the Russia-Ukraine war, any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potentialcyberattacks or the disruption of energy exports. The Russia-Ukraine and Israel-Hamas wars are likely to cause regional instability andgeopolitical shifts and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy.Any such event may in turn have a material and adverse effect on our business, results of operations and financial position.

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

Inpreparing our consolidated financial statements as of and for the year ended June 30, 2023, we and our independent registered publicaccounting firms identified two material weaknesses and other control deficiencies including significant deficiencies in our internalcontrol over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board. A “materialweakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is areasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be preventedor detected on a timely basis.

Thematerial weaknesses identified included the following: (1) inadequate U.S. GAAP expertise. The current accounting staff isinexperienced in applying U.S. GAAP standard as they are primarily engaged in ensuring compliance with International FinancialReporting Standards (“IFRS”) accounting and reporting requirement for our consolidated operating entities, and thusrequire substantial training. The current staff’s accounting skills and understanding as to how to fulfill the requirements ofU.S. GAAP-based reporting, including subsidiary financial statements consolidation, are inadequate; and (2) inadequate internalaudit function. We lack of a functional internal audit department or personnel that monitors the consistencies of the preventiveinternal control procedures and lack of adequate policies and procedures in internal audit function to ensure that our policies andprocedures 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.

Acontrol system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives ofthe control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, andthe benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controlscan provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherentlimitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple erroror mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by managementoverride of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood offuture events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.Overtime, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures maydeteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and maynot 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 rights heldby 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.

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.

Ourbusiness is subject to regulation by various governmental agencies in Malaysia, including agencies responsible for monitoring and enforcingcompliance 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 and regulations impose added costs on our business. Non-compliance with applicable regulationsor 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 effectively 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, particularly to serve onour 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

Thisoffering is being made on a best efforts basis and we may sell fewer than all of the securities offered hereby and may receive significantlyless in net proceeds from this offering, which will provide us only limited working capital.

Thisoffering is being made on a best efforts basis and we may sell fewer than all of the securities offered hereby and may receive significantlyless in net proceeds from this offering. Assuming that we receive net proceeds of approximately $1.6 million from this offering (assumingan offering with gross proceeds of $2 million), we believe that the net proceeds from this offering, together with our existing cashand cash equivalents, will meet our capital needs for the next nine (9) months under our current business plan. Assuming that wereceive net proceeds of approximately $1.1 million from this offering (assuming an offering with gross proceeds of $1.5 million), webelieve that the net proceeds from this offering, together with our existing cash and cash equivalents, will satisfy our capital needsfor the next six (6) months under our current business plan. Assuming that we receive net proceeds of approximately $670,000 from thisoffering (assuming an offering with gross proceeds of $1 million), we believe that the net proceeds from this offering, together withour existing cash and cash equivalents, will satisfy our capital needs for the next three (3) months under our current business plan.Without giving effect to the receipt of any proceeds from this offering, we currently estimate that our existing cash and cash equivalentsare sufficient to fund business operations into the third calendar quarter of 2024.

Thereis no public market for the Warrants or pre-funded warrants being offered by us in this offering.

Thereis no established public trading market for the Warrants or the pre-funded warrants, and we do not expect a market to develop. In addition,we do not intend to apply to list the Warrants or pre-funded warrants on any national securities exchange or other nationally recognizedtrading system. Without an active market, the liquidity of the Warrants and pre-funded warrants will be limited.

TheWarrants and pre-funded warrants in this offering are speculative in nature.

The Warrants and pre-fundedwarrants offered hereby do not confer any rights of share of common stock ownership on their holders, such as voting rights, but rathermerely represent the right to acquire shares of common stock at a fixed price. Specifically, commencing on the date of issuance, holdersof the Warrants may acquire the shares of common stock issuable upon exercise of such warrants at an exercise price of $1.88 per shareof common stock (assuming the public offering price is $1.88, which was the last reportedsale price of our common stock on The Nasdaq Capital Market on July 24, 2024) and holders of the pre-funded warrants may acquire the sharesof common stock issuable upon exercise of such warrants at an exercise price of $0.0001 per share of common stock. Moreover, followingthis offering, the market value of the Warrants and pre-funded warrants is uncertain and there can be no assurance that the market valueof the Warrants or pre-funded warrants will equal or exceed their respective public offering prices. There can be no assurance that themarket price of the shares of common stock will ever equal or exceed the exercise price of the Warrants or pre-funded warrants, and consequently,whether it will ever be profitable for holders of the Warrants to exercise the Warrants or for holders of the pre-funded warrants to exercisethe pre-funded warrants.

Holdersof the Warrants and pre-funded warrants offered hereby will have no rights as common stockholders with respect to the shares of our commonstock underlying the Warrants until such holders exercise their Warrants and acquire our common stock, except as otherwise provided inthe Warrants and pre-funded warrants.

Untilholders of the Warrants and the pre-funded warrants acquire shares of our common stock upon exercise thereof, except as set forth inthe Warrants and pre-funded warrants, such holders will have no rights with respect to the shares of our common stock underlying suchwarrants. Upon exercise of the Warrants and the pre-funded warrants, the holders will be entitled to exercise the rights of a commonstockholder only as to matters for which the record date occurs after the exercise date.

Wewill not receive any meaningful amount of additional funds upon the exercise of the pre-funded warrants.

Eachpre-funded warrant will be exercisable and will have no expiration date and by means of payment of the nominal cash purchase price uponexercise. Accordingly, we will not receive any or any meaningful additional funds upon the exercise of the pre-funded warrant.

Thisis a best efforts offering, with no minimum amount of securities is required to be sold, and we may not raise the amount of capital webelieve is required for our business plans, including our near-term business plans.

Theplacement agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The placementagent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollaramount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering.Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, placementagent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above.We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, andinvestors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to support ourcontinued operations, including our near-term continued operations. Thus, we may not raise the amount of capital we believe is requiredfor our operations in the short-term and may need to raise additional funds, which may not be available or available on terms acceptableto us.

Because the public offering price of our common stock offered hereby is substantially higher than the net tangible book valueper share of our outstanding common stock following this offering, new investors will experience immediate and substantial dilution. 

Becausethe price per share of our common stock offered hereby is substantially higher than the net tangible book value per share of our commonstock following this offering, you will suffer substantial dilution in the net tangible book value of the common stock offered hereby.See “Dilution” for a more detailed discussion of the dilution you will incur if you purchase shares of our commonstock in this offering.

Wehave a large number of authorized but unissued shares of our common stock which will dilute your ownership position when issued.

Ourauthorized capital stock consists of 150,000,000 shares of common stock, of which approximately 148,126,716 remain available forissuance, including shares of common stock issuable upon the exercise of outstanding warrants. Our management will continue to havebroad discretion to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers,acquisitions and other transactions, without obtaining stockholder approval, unless stockholder approval is required under law or,if our common stock is listed on Nasdaq at the time of the transaction, under Nasdaq Rule 5635(b) which requires stockholderapproval for change of control transactions where a stockholder acquires 20% of a Nasdaq-listed company’s common stock orsecurities convertible into common stock, calculated on a post-transaction basis. If our management determines to issue shares ofour common stock from the large pool of authorized but unissued shares for any purpose in the future and is not required to obtainstockholder approval, your ownership position would be diluted without your further ability to vote on that transaction.

Ourcommon stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock.

Ourcommon stock has experienced and is likely to experience in the future, significant price and volume fluctuations, which could adverselyaffect the market prices of our common stock without regard to our operating performance. In addition, we believe that factors such asquarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could causethe market prices of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enterthe market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore,can offer no assurances that the market for our common stock will be stable or appreciate over time.

Wecurrently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investmentmay depend solely on the appreciation of our common stock.

Wecurrently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of ourearnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and developmentof our business. Any determination to declare or pay dividends in the future will be at the discretion of our Board, subject to applicablelaws and dependent upon a number of factors, including our earnings, capital requirements and overall financial conditions. In addition,terms of any future debt or preferred securities may further restrict our ability to pay dividends on our commonstock. Accordingly, your only opportunity to achieve a return on your investment in our common stock may be if the market price of ourcommon stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below,the price that you pay for such common stock. See “Dividend Policy.”

Aninvestment in our securities is speculative and there can be no assurance of any return on any such investment.

Aninvestment in our securities is speculative and there can be no assurance that investors will obtain any return on their investment.Investors may be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.

FINRA sales practice requirements may limita stockholder’s ability to buy and sell our securities.

Effective June 30, 2020, the SEC implemented RegulationBest Interest requiring that “A broker, dealer, or a natural person who is an associated person of a broker or dealer, when makinga recommendation of any securities transaction or investment strategy involving securities (including account recommendations) to a retailcustomer, shall act in the best interest of the retail customer at the time the recommendation is made, without placing the financialor other interest of the broker, dealer, or natural person who is an associated person of a broker or dealer making the recommendationahead of the interest of the retail customer.” This is a significantly higher standard for broker-dealers to recommend securitiesto retail customers than before under prior suitability rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”).FINRA suitability rules do still apply to institutional investors and require that in recommending an investment to a customer, a broker-dealermust have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending securities to theircustomers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status,investment objectives and other information, and, for retail customers, determine that the investment is in the customer’s “bestinterest,” and meet other SEC requirements. Both SEC Regulation Best Interest and FINRA’s suitability requirements may makeit more difficult for broker-dealers to recommend that their customers buy speculative, low-priced securities. They may affect investingin our common stock, which may have the effect of reducing the level of trading activity in our securities. As a result, fewer broker-dealersmay be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares of our common stock.

Wehave broad discretion in the use of the net proceeds of this offering and, despite our efforts, we may use the net proceeds in a mannerthat does not increase the value of your investment.

Weintend to use the net proceeds from this offering for general corporate purposes and working capital. However, we have not determinedthe specific allocation of the net proceeds among these potential uses. Our management will have broad discretion over the use and investmentof the net proceeds of this offering, and, accordingly, investors in this offering will need to rely upon the judgment of our managementwith respect to the use of proceeds, with only limited information concerning our specific intentions. These proceeds could be appliedin ways that do not improve our operating results or increase the value of your investment. Please see the section entitled “Useof Proceeds” on page 36 of this prospectus or further information.  

Wemay need, but be unable, to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensomefinancial restrictions on our business.

Wehave relied upon cash from financing activities and in the future, we hope to rely on revenues generated from operations to fund thecash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from ouroperating activities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptableto us, if at all. Any debt financing or other financing of securities senior to the common stock will likely include financial and othercovenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on ourbusiness, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair ourability to secure new sources of funding.

Therequirements of being a public company may strain our resources, divert management’s attention and affect our results of operations.

Asa public company in the United States, we face increased legal, accounting, administrative and other costs and expenses. We are subjectto the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things,that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires,among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Forexample, Section 404 requires that our management report on the effectiveness of our internal controls structure and procedures for financialreporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. Ifwe fail to maintain compliance under Section 404, or if in the future management determines that our internal control over financialreporting are not effective as defined under Section 404, we could be subject to sanctions or investigations by Nasdaq, the SEC or otherregulatory authorities. Furthermore, investor perceptions of our Company may suffer, and this could cause a decline in the market priceof our common stock. Any failure of our internal control over financial reporting could have a material adverse effect on our statedresults of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harmour operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independentauditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet ourongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements,which will increase costs. We expect these rules and regulations to increase our legal and financial compliance costs and to make someactivities more time consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. A numberof those requirements will require us to carry out activities we have not done previously. Our management team and other personnel willneed to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with beinga public company, which may divert attention from other business concerns, which could have a material adverse effect on our business,financial condition and results of operations.

Additionally,the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These increasedcosts will require us to divert a significant amount of money that we could otherwise use to develop our business. If we are unable tosatisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatoryaction and potentially civil litigation.

Newlaws, regulations, and standards relating to corporate governance and public disclosure may create uncertainty for public companies,increasing legal and financial compliance costs and making some activities more time consuming.

Theselaws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,may evolve over time as new guidance is provided by the courts and other bodies. This could result in continuing uncertainty regardingcompliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to complywith new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities relatedto their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adverselyaffected.

Asa public company subject to these rules and regulations, we may find it more expensive for us to obtain director and officer liabilityinsurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors couldalso make it more difficult in the future for us to attract and retain qualified members of our Board, particularly to serve on its auditcommittee and compensation committee, and qualified executive officers.

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.

Ourcommon stock is currently listed on Nasdaq and we must meet certain financial and liquidity criteria to maintain such listing. If weviolate the maintenance requirements for continued listing of our common stock, our common stock may be delisted.

Forexample, on August 17, 2023, we received a letter from the Nasdaq Listing Qualifications Staff of Nasdaq stating that for the 30 consecutivebusiness day period between July 6, 2023 through August 16, 2023, our common stock had not maintained a minimum closing bid price of$1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “BidPrice Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or untilFebruary 13, 2024, to regain compliance with the Bid Price Rule. On February 15, 2024, we received a letter from the Nasdaq Listing QualificationsStaff of Nasdaq stating that we have not regained compliance with the Bid Price Rule and that Nasdaq determined that the common stockwill be scheduled for delisting unless we request an appeal of this determination from the Nasdaq Hearings Panel (the “Panel”).On February 16, 2024, we submitted a hearing request to the Panel to appeal Nasdaq’s determination and a compliance plan, whichin accordance with Nasdaq rules stays the delisting of the common stock from Nasdaq pending the Panel’s decision. The hearing wasscheduled to occur on April 16, 2024. On February 27, 2024, we effected a reverse stock split of our common stock on a 1-for-70 basisas part of our plan to compliance with the Bid Price Rule. On March 20, 2024, we received a letter from the Panel informing us that sinceour common stock had traded at $1.00 per share or greater for a 10 consecutive business day period between February 27, 2024 and March20, 2024, the hearing request was deemed moot. Accordingly, the Panel determined that we had regained compliance with the Bid Price Rule.

Therecan be no assurance that we will maintain compliance with the Bid Price Rule or any of the other Nasdaq continued listing requirements.If the common stock is delisted, it could be more difficult to buy or sell the common stock or to obtain accurate quotations, and theprice of the shares of common stock could suffer a material decline. Delisting could also impair our ability to raise capital.

Inaddition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits ofsuch listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our commonstock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. In addition,the delisting of our common stock could significantly impair our ability to raise capital.

Ifthere is no active 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.

SPECIALNOTE REGARDING 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 fromthis offering will be $1.6 million after deducting placement agent fees and other estimated offering expenses payable by us for thisoffering. We intend to use the net proceeds we receive from this offering for working capital and general corporate purposes.

MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

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

Asof July 24, 2024, 1,873,284 shares of our common stock were issued and outstanding and were held by 19 stockholders of record.

Wealso have outstanding warrants to purchase 1,492 shares of our common stock issued to the underwriter in our initial public offeringwith an exercise price of $350 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 March 31, 2024. 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.

Thepro forma as adjusted information set forth below is illustrative only and will be adjusted based on the actual public offering priceand other terms of this offering determined at pricing.

DILUTION

Purchasersof our common stock in this offering will experience an immediate and substantial dilution in the pro forma net tangible book value oftheir shares of common stock. Dilution in net tangible book value represents the difference between the public offering price per shareand the pro forma as adjusted net tangible book value per share of our common stock immediately after the offering.

Thehistorical net tangible book value of our common stock as of March 31, 2024 was $617,340 or $0.47 per share. Historical net tangiblebook value per share of our common stock represents our total tangible assets (total assets less intangible assets) less total liabilitiesdivided by the number of shares of common stock outstanding as of that date.

Aftergiving effect to the issuance of (i) 126,082 shares of common stock pursuant to the MYUP Agreement, (ii) 125,955 shares of common stockpursuant to the Falcon Agreement, (iii) 20,000 shares of common stock pursuant to the Marketing Agreement and (iv) 296,550 shares toinvestors pursuant to the ATM Agreement, our pro forma net tangible book value as of March 31, 2024 would have been $1,458,056 or approximately$0.78 per share of our common stock.

Aftergiving further effect to the sale of a total of 1,063,830 shares in this offering at an assumed public offering price of $1.88 per share,which was the last reported sale price of our common stock on The Nasdaq Capital Market on July 24, 2024 (assuming no sale of any pre-fundedwarrants and excluding shares of common stock issuable and any proceeds that may be received upon exercise of the Warrants), less placementagent fees and other expenses of $450,000 for net proceeds of $1,550,000, our pro forma as adjusted net tangible book value as of March31, 2024 would have been $3,008,056 or $1.02 per share of our common stock.

Thisrepresents an immediate increase in the pro forma net tangible book value per share of $0.25 to the existing stockholders and an immediatedilution in pro forma net tangible book value per share of $0.86 to new investors who purchase shares of common stock in the offering.The following table illustrates this per share dilution to new investors: 

The abovediscussion and table are based on shares of our common stock outstanding as ofMarch 31, 2024 and excludes 1,429 shares of our common stock issuable upon the exercise of warrants at an exercise price of$350 per share issued to the underwriter in our initial public offering that closed on August 15, 2022.

After completion of this offering, our existingstockholders would own approximately 63.8% and our new investors would own approximately 36.2% of the total number of shares of ourcommon stock 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

TreasureGlobal Inc (“TGL,” “we,” “our” or the “Company”) is a holding company incorporated onMarch 20, 2020, under the laws of the State of Delaware. TGL has no substantive operations other than holding all of the outstandingshares of ZCity Sdn Bhd (formerly known as Gem Reward Sdn Bhd), which was established under the laws of the Malaysia on June 6, 2017,through a reverse recapitalization.

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

OnMarch 11, 2021, TGL and ZCITY were reorganized into a parent subsidiary structure pursuant to the Share Swap Agreement in which TGL exchangedthe swap shares for all of the issued and outstanding equity of ZCITY. Pursuant to the Share Swap Agreement, the purchase and sale ofthe swap shares was completed on March 11, 2021, but the issuance of the swap shares did not occur until October 27, 2021 when TGL amendedits certificate of incorporation to increase the number of its authorized common stock to a number that was sufficient to issue the swapshares. As a result of the Share Swap Agreement, (i) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren” Tan nolonger had any control over the ZCITY ordinary shares and (ii) Kok Pin “Darren” Tan, the Initial ZCITY Stockholders and ChongChan “Sam” Teo owned 100% of the shares of TGL common stock (Kok Pin “Darren” Tan owning approximately 97%).Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares ofTGL common stock to 16 individuals and entities and currently owns 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.

Wehave created an innovative online-to-offline e-commerce platform business model offering consumers and merchants instant rebates andaffiliate cashback programs, while providing a seamless e-payment solution with rebates in both e-commerce (i.e., online) and physicalretailers/merchant (i.e., offline) settings.

Ourproprietary product is an application branded “ZCITY App,” which was developed through ZCITY. The ZCITY App was successfullylaunched in Malaysia on June 2020. ZCITY is equipped with the know-how and expertise to develop additional/add-on technology-based productsand 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 July 26, 2024, we had 2,702,157 registered usersand 2,061 registered merchants.

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

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

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

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

OnMay 1, 2023, we entered into a worldwide master license agreement (“License Agreement 1”) with Morganfield’s HoldingsSdn Bhd (“Licensor 1”), an unrelated third party. Pursuant to the License Agreement 1, the Licensor 1 agreed to grant usthe exclusive worldwide license for the right to use the Morganfield’s Trademark (“Trademark 2”) for a period of fiveyears. During the five-year license period, we agree to pay Licensor 1 for monthly license fee throughout the license period, with minimumaggregate payments of approximately $1.5 million or 40% of the total monthly collections from our sub-licensees, whichever is higher.

OnJune 6, 2023, we entered into a worldwide master license agreement (“License Agreement 2”) with Sigma Muhibah Sdn Bhd (“Licensor2”), an unrelated third party. Pursuant to the License Agreement 2, Licensor 2 agreed to grant AY Food Ventures Sdn Bhd withthe exclusive worldwide license for 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 monthly license fee throughout the license period, with minimumaggregate 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

AlthoughMalaysia is experiencing a high inflation rate, we do not believe that inflation has had a material adverse effect on our business asMarch 31, 2024, but we will continue to monitor the effects of inflation on our business in future periods.

SupplyChain Disruptions

Althoughthere have been global supply chain disruptions as a result of the COVID-19 pandemic and Russia’s February 2022 invasion of Ukrainethat may have affected the operations of some of our online and offline merchants, these disruptions have not had a material adverseeffect on our business as of March 31, 2024, but we will continue to monitor the effects of supply chain disruptions on our businessin future periods.

KeyOperating Metrics

Ourmanagement regularly reviews a number of metrics to evaluate our business, measures our performance, identifies trends, formulates financialprojections 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:

Wehave experienced substantial growth in registered users and active users since we launched ZCITY platform in June 2020. As of June 30,2023, we recorded 2,542,164 registered users and 378,414 active users from ZCITY platform. Our average percentage of growth of registerand active users from the establishment of the ZCITY platform to the year ended June 30, 2023 was approximately 93.7% and 179.3%,respectively. As of March 31, 2024, we recorded 2,696,255 registered users and 41,458 active users on the ZCITY platform. On average,our registered user base has grown by approximately 2.8% over the past five quarters, while our active user numbers have experiencedan average decline of 31.6%.

However, the average percentage of growth of registered and activeusers decreased in the last thirteen quarters up to March 31, 2024, which was a result of decrease in purchasing of E-voucher from ourvendor, eventually reduce the E-voucher available for sales, and attract less new registered and active user to join our ZCITY platform.For the second half of 2024 and beyond, we do not expect to experience exponential growth rate in our registered and active users as weintend to maintain our 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:

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

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

Overthe last 24 months, we have used different strategies to build and maintain our users and increase their engagement. Initially, we focusedon mass marketing strategies to attract registered users. Subsequently, we have shifted to a more targeted approach focused on increasinguser engagement and user spending.

Resultsof Operation

Forthe three months ended March 31, 2024 and 2023

Revenue

Ourbreakdown of revenues by categories for the three months ended March 31, 2024 and 2023, respectively, is summarized below:

Totalrevenues decreased by approximately $16.6 million or 91.2% to approximately $1.6 million for the three months ended March 31,2024 from approximately $18.2 million for the three months ended March 31, 2023. The decrease was mainly attributable to the decreasein product and loyalty program revenue.

Productand loyalty program revenue

Product revenue was generated through sales of our e-voucher, healthcare products and other products through our ZCITY platform while loyalty program revenue was recognized when our customers redeem theirpreviously earned reward points from our loyalty program or upon expiration of the reward point. In addition, we also engaged in salesof food and beverage products through our then newly acquired subsidiaries, Morgan Global Sdn. Bhd (“Morgan”) and AY FoodVentures Sdn. Bhd. (“AY Food”), which were subsequently sold as a result of the sale of Foodlink. The product and loyaltyprogram revenue decrease by approximately $16.6 million or 92.0% to approximately $1.5 million for the three months ended March 31, 2024from approximately $18.1 million for the same period in 2023. The decrease in revenue was primarily attributable to our strategic decisionto reduce spending on customer rewards and marketing campaigns in order to enhance cost-effectiveness and profitability in our operations.This reduction in customer incentives and marketing expenditures resulted in a decrease in the platform’s appeal to both existingand potential customers, ultimately leading to a decline in revenue for the current period.

Transactionrevenue

Thetransaction revenue primarily consists of fees charged to merchants for participating in our ZCITY platform upon successful sales transactionand payment service taken place between the merchants and their customers online. Our transaction revenue decreased by 34.1%. Our averagepercentage of growth of new merchants was approximately 0.3% throughout the last five quarters as of March 31, 2024. However, for thethree months ended on March 31, 2024, we did not have any new merchants join our ZCITY platform.

Membersubscription revenue

Membersubscription revenue primarily consists of fees charged to customers who signed up for Zmember, a membership program that includesexclusive saving, bonus and referral rewards. Member subscription revenue increased by 201.3% to approximately $84,000 for threemonths end March 31, 2024 as compared to approximately $28,000 for the same period in 2023 as more customers have joined our Zmemberprogram. As of March 31, 2024 and 2023, we had 28,927 and 18,984 customers who subscribed to our Zmember program, respectively.

Sublicenserevenue

Aswe acquired exclusive worldwide license for right of use in Morganfield’s Trademark, and Abe Yus’s Trademark on May 1, 2023,and June 6, 2023, respectively, for a period of five years, we have generated sublicense revenue consist of fee charged to the customerswho sublicensed the right of use of the Trademark from us. For the three months ended March 31, 2024, sublicense revenue was amountedto approximately $43,000. As of March 31, 2024 we engaged 10 customers as sublicensees who operated their restaurant under Morganfield’sand Abe Yu’s Trademark in Singapore, Malaysia and China. We expect our sublicense revenue remain as insignificant to our operationfor 2024 and beyond.

Cost of revenue

Our breakdown of cost of revenue by categoriesfor the three months ended March 31, 2024 and 2023, 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 the Trademark which is attributable to our sublicense revenue. Total cost of revenue decreased by approximately $16.6million or 92.3% for the three months ended March 31, 2024 compared with the same period in 2023. The decrease was in line with our decreasein revenue.

Gross profit

Our gross profit from our major revenue categoriesis summarized as follows:

Our gross profit for the three months ended March31, 2024, amounted to approximately $0.2 million, compared to approximately $0.1 million for the same period in 2023, reflecting an increaseof approximately $69,000 or 46.8%. Our gross margin for the same periods improved from approximately 0.8% in 2023 to approximately 13.6%in 2024, representing an enhancement of 12.8% in our gross margin percentage.

The increase in both gross profit and gross marginwere mainly attributed to our decision to reduce spending on customer rewards within our ZCITY platform, resulting in a decrease in deferredrevenue and consequently leading to higher gross profit and gross margin in the current period. Additionally, the growth in member subscriptionrevenue, which possesses a high-profit margin, has also contributed to this positive trend.

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 $0.3million and $1.2 million for the three months ended March 31, 2024 and 2023, respectively, representing a decrease of approximately $0.9million or 75.1%. The decrease was mainly attributable to a decrease in marketing and promotion expense of approximately $0.6 millionrelated to promoting our ZCITY platform. Marketing and promotion expense consists of redemptions of reward points which is generated fromnon-spending related activities (registration as a new user, referral of a new user and Spin & Win eligibility to receive reward points)in exchange for discounted credit of purchasing our products upon conversion of using the reward points. For the three months ended March31, 2024 and 2023, we incurred approximately $49,000 and $0.5 million, respectively, in marketing and promotion expense, and recognizedthe same amount of product revenue at the time of redemption of the non-spending related activities reward points by our customers. Thedecrease in marketing and promotion expenses was primarily driven by our strategic goal to optimize the promotional activities, enhanceour cost effectiveness, and increase profitability in our operations.

General and administrative expenses

General and administrative expenses amounted toapproximately $1.1 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively, representing an decreaseof approximately $0.3 million or 18.9%. The decrease was primarily attributed to decrease in salary expenses and professional fee expenseof approximately $0.4 million and $0.1 million, respectively, to promote our operation effectiveness, offset by increase in depreciationexpense of approximately $0.2 million.

Research and development expenses

Research and development expense amounted to approximately$182,000 and $110,000 for the three months ended March 31, 2024 and 2023, respectively, representing 71.3% increase which is attributeto we incurred more spending in mobile application or website development.

Stock-based compensationexpenses

Stock-based compensationexpenses amounted to $0 and approximately $0.3 million for the three months ended March 31, 2024, and 2023, respectively. The stock-basedcompensation incurred for the three months ended March 31, 2023, was related to compensation paid to Voon Him “Victor” Hoofor his service as our former director.

Other expense, net

Other expense, net, amounted to approximately$0.4 million and $32,000 for the three months ended March 31, 2024 and 2023, respectively. Such change was primarily attributable to weincurred an unrealized loss of approximately $347,000 from our investment in marketable securities.

Provision for income taxes

Provision for income taxes amounted to approximately$0 and $11,500 for the three months ended March 31, 2024 and 2023, respectively. The amount was mainly attributable to tax imposedon us from the State of Delaware, as we are required to remit franchise tax to the State of Delaware on an annual basis. We also weresubject to controlled foreign corporations Subpart F income (“Subpart F”) tax, which is a tax primarily on passive incomefrom controlled foreign corporations with a tax rate of 35%. In addition, the Tax Cuts and Jobs Act imposed a global intangible low-taxedincome (“GILTI”) tax, which is a tax on certain off-shore earnings at an effective rate of 10.5% for tax years (50% deductionof the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. If the foreign tax rate is 13.125% or higher,there will be no U.S. corporate tax after the 80% foreign tax credits are applied. For the three months ended March 31, 2024 and 2023,our foreign subsidiaries did not generate any income that are subject to Subpart F tax and GILTI tax.

Net losses

Our net losses decreased by approximately $1.2million predominately due to the reasons as discussed above.

For the nine months ended March 31, 2024and 2023

Revenue

Our breakdown of revenues by categories for thenine months ended March 31, 2024 and 2023, respectively, is summarized below: 

Total revenues decreased by approximately $32.4 millionor 59.8% to approximately $21.8 million for the nine months ended March 31, 2024 from approximately $54.1 million for the nine monthsended March 31, 2023. The decrease was mainly attributable to the decrease in product and loyalty program revenue.

Product and loyalty program revenue