As filed with the Securities and Exchange Commissionon November 18, 2024.

Registration No. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIESACT OF 1933

TreasureGlobal Inc

(Exact name of registrant as specified in its charter)

276 5th Avenue, Suite 704 #739

New York, New York 10001

+6012 643 7688

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

Carlson Thow

Chief Executive Officer

Treasure Global Inc

276 5th Avenue, Suite 704 #739

New York, New York 10001

+6012 643 7688

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

Copies to:

Ross D. Carmel, Esq. 

Jeffrey P. Wofford, Esq. 

Sichenzia Ross Ference Carmel LLP 

1185 Avenue of the Americas, 31^stFloor 

New York, NY 10036 

Telephone: (212) 658-0458  

Approximate date of commencement of proposed saleto the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

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

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided to Section 7(a)(2)(B) of the Securities Act. ☐ 

The Registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section8(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 22,500,000 Sharesof Common Stock

Treasure Global Inc

This prospectus relates to the resale of up to22,500,000 shares of our common stock (the “Selling Shareholder Shares”), par value $0.00001 per share by Alumni Capital LP(“Alumni Capital” or the “Selling Shareholder”), which include up to (i) 20,000,000 shares of common stock (the“Purchase Notice Securities”) that may be issued and sold to the Selling Shareholder pursuant to a the Purchase Agreementdated as of October 10, 2024 between us and Alumni Capital (the “Purchase Agreement”) and (ii) 2,500,000 shares of commonstock (the “Warrant Shares” and together with the Purchase Notice Securities, the “Selling Shareholder Shares”)that can be underlying the Purchase Warrant Agreement (the “Alumni Warrant”) dated as of October 10, 2024 between us and AlumniCapital, to purchase common stock issued to Alumni Capital as a commitment fee pursuant to the Purchase Agreement. The Purchase NoticeSecurities will be sold by us to the Selling Shareholder upon the satisfaction of certain conditions set forth in the Purchase Agreementat a discounted purchase price per share calculated pursuant to the terms of the Purchase Agreement.

See “The Alumni Capital Transaction”for a description of the Purchase Agreement and “Selling Shareholder” for additional information regarding Alumni Capital.

The prices at which Alumni Capital may resellthe Selling Shareholder Shares will be determined by the prevailing market price for the shares or in negotiated transactions. We arenot selling any securities under this prospectus and will not receive any of the proceeds from the sale of Selling Shareholder Sharesby the Selling Shareholder. However, we may receive proceeds from the exercise of the Alumni Warrant at variable exercise prices and upto $5,000,000 in proceeds from the sale of shares of common stock to the Selling Shareholder pursuant to the Purchase Agreement, oncethe registration statement that includes this prospectus is declared effective. You should read this prospectus and any additional prospectussupplement or amendment carefully before you invest in our securities.

The Selling Shareholder may sell or otherwisedispose of the Selling Shareholder Shares described in this prospectus in a number of different ways and at varying prices. See “Planof Distribution” for more information about how the Selling Shareholder may sell or otherwise dispose of the Selling ShareholderShares being registered pursuant to this prospectus. The Selling Shareholder is an “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, as amended.

The Selling Shareholder will pay all brokeragefees and commissions and similar expenses. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurredin registering the Selling Shareholder Shares, including legal and accounting fees. See “Plan of Distribution.”

This offering will terminate on the date that all of the Selling ShareholderShares offered by this prospectus have been sold by the Selling Shareholder.

Our commonstock is listed on The Nasdaq Capital Market under the symbol “TGL.” The last reported sale price of our common stock on TheNasdaq Capital Market on November 15, 2024, was $0.317 per share.

We are an “emerging growth company”and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”),and have elected to comply with certain reduced public company reporting requirements. See “Summary-Implications of Being anEmerging 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 11 of this prospectus.

Neither the U.S. Securitiesand Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectusis truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated _______________, 2024

TABLE OF CONTENTS

You should rely only on the information containedin this prospectus or any prospectus supplement or amendment. Neither we, nor the placement agent, have authorized any other person toprovide you with information that is different from, or adds to, that contained in this prospectus. If anyone provides you with differentor inconsistent information, you should not rely on it. Neither we nor the placement agent take responsibility for, and can provide noassurance as to the reliability of, any other information that others may give you. You should assume that the information contained inthis prospectus or any free writing prospectus is accurate only as of the date of this prospectus, regardless of the time of deliveryof this prospectus or of any sale of our securities. Our business, financial condition, results of operations and prospects may have changedsince that date. We are not making an offer of any securities in any jurisdiction in which such offer is unlawful.

No action is being taken in any jurisdiction outsidethe United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction.Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves aboutand to observe any restrictions as to this public offering and the distribution of this prospectus applicable to that jurisdiction.

ABOUTTHIS PROSPECTUS

Throughout this prospectus, unless otherwise designatedor the context suggests otherwise,

MARKETDATA

Market data and certain industry data and forecastsused 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. Industry surveys, publications, consultant surveys and forecastsgenerally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completenessof such information is not guaranteed. To our knowledge, certain third-party industry data that includes projections for future periodsdoes not take into account the effects of the worldwide coronavirus pandemic. Accordingly, those third-party projections may be overstatedand should not be given undue weight. Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition,we do not necessarily know what assumptions regarding general economic growth were used in preparing the forecasts we cite. Statementsas to our market position are based on the most currently available data. While we are not aware of any misstatements regarding the industrydata presented in this prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, includingthose discussed under the heading “Risk Factors” in this prospectus.

RISK FACTORS

Investing in our securitiesinvolves a high degree of risk. Before investing in our securities, you should carefully consider the risks described below and discussedunder the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended June 30,2024 as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC. Each of these risk factors,either alone or taken together, could adversely affect our business, operating results and financial condition, as well as adversely affectthe value of an investment in our common stock. There may be additional risks that we do not presently know of or that we currently believeare immaterial, which could also impair our business and financial position. If any of the events described below were to occur, our financialcondition, our ability to access capital resources, our results of operations and/or our future growth prospects could be materially andadversely affected and the market price of our common stock could decline. As a result, you could lose some or all of any investment youmay make in our common stock.

Risks Related to OurBusiness

There is substantial doubt about our abilityto continue as a going concern.

We have incurred substantial operating lossessince our inception. For the year ended June 30, 2024, we had approximately $200,013 cash on hand, an accumulated deficit of approximately$38.0 million at June 30, 2024, a net loss of approximately $6.59 million for the year ended June 30, 2024, and approximately $4.7 millionnet cash used by operating activities for the year ended June 30, 2024. For the three month period ended September 30, 2024, we had approximately$72,561cash on hand, an accumulated deficit of approximately $39.0 million at September 30, 2024, a net loss of approximately $950,707for the three month period ended September 30, 2024, and approximately $(976,319) million net cash used by operating activities for thethree month period ended September 30, 2024. The accompanying consolidated financial statements have been prepared on a going concernbasis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. We anticipate incurringadditional losses until such time, if ever, that we will be able to effectively market our products.

Also, we will seek to obtain additional capitalthrough the sale of debt or equity financing or other arrangements to fund operations; however, there can be no assurance that we willbe able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders andnewly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securitiesmay contain covenants and limit our ability to pay dividends or make other distributions to stockholders. If we are unable to obtain suchadditional financing, future operations would need to be scaled back or discontinued. Due to these factors, management believes that thereis substantial doubt in our ability to continue as a going concern for twelve months from the issuance of these consolidated financialstatements.

If we have insufficient capital to operate ourbusiness under our current business plan, we have contingency plans for our business that include, among other things, the delay of theintroduction of new products and a reduction in headcount which is expected to substantially reduce revenue growth and delay our profitability.There can be no assurance that our implementation of these contingency plans will not have a material adverse effect on our business.

We have a limited operating history in anevolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

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

Such risks for us include, but are not limitedto, dependence on the success and acceptance of our services, the ability to attract and retain a suitable client base and the managementof growth. To address these risks, we must, among other things, generate increased demand, attract a sufficient clientele base, respondto 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 accommodate expanded service offerings. In view ofthe rapidly evolving nature of our business and our limited operating history, we believe that period-to-period comparisons of our operatingresults are not necessarily meaningful and should not be relied upon as an indication of future performance.

We are therefore subject to many of the riskscommon to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial andother resources and lack of revenues.

If we fail to raise capital when neededit will have a material adverse effect on our business, financial condition and results of operations.

We have limited revenue-producing operations andwill require the proceeds from this offering to execute our full business plan. We believe the proceeds from our November 2023 offeringand this offering plus other transactions will be sufficient to cover our funding needs through the middle of the second calendar quarterof our fiscal year 2025 (i.e., the fourth quarter of the year ending December 31, 2024). Further, no assurance can be given if additionalcapital is needed as to how much additional capital will be required or that additional financing can be obtained, or if obtainable, thatthe terms will be satisfactory to us, or that such financing would not result in a substantial dilution of shareholder interest. A failureto raise capital when needed would have a material adverse effect on our business, financial condition and results of operations. In addition,debt and other equity financing may involve a pledge of assets and may be senior to interests of equity holders. Any debt financing securedin the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters,which may make it more difficult for us to obtain additional capital or to pursue business opportunities, including potential acquisitions.If adequate funds are not obtained, we may be required to reduce, curtail or discontinue operations.

None of our material contracts are longterm and if not renewed could have a material adverse effect on our business.

We have entered into material contracts with anumber of companies that directly or indirectly provide the goods and services that appear on our ZCITY App. The majority of these contractscan be terminated by any party with 30 days’ notice. The contract with iPay88 (the “iPay88 Agreement”), which providesthe payment gateway for many of the brands that can be accessed through the ZCITY App, has no termination clause which means that iPay88could terminate the iPay88 Agreement without any notice. If one or more of these contracts were not renewed or were terminated and wewere not able to enter into agreements with others that could replace these services, the ZCITY App could lose material features and inturn we could find it harder to maintain and grow our user base, which would have a material adverse effect on our business. For a descriptionof these material contracts See “Business-About ZCITY App.”

We rely on email, internet search enginesand application marketplaces to drive traffic to our ZCITY App, certain providers of which offer products and services that compete directlywith our products. If links to our applications and website are not displayed prominently, traffic to our ZCITY App could decline andour business would be adversely affected.

Email continues to be a verification source oforganic traffic for us. If email providers or internet service providers implement new or more restrictive email or content delivery oraccessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to our users or for userverification process. For example, certain email providers, including Google, categorize our emails as “promotional,” andthese emails are directed to an alternate, and less readily accessible, section of a users’ inbox. If email providers materiallylimit or halt the delivery of our emails, or if we fail to deliver emails to users in a manner compatible with email providers’email handling or authentication technologies, our ability to contact users through email could be significantly restricted. In addition,if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, marketingcampaigns and business updates could be substantially harmed.

We rely heavily on Internet search engines, suchas Google, to drive traffic to our ZCITY App through their unpaid search results and on application marketplaces to drive downloads ofour applications. Although search results and application marketplaces have allowed us to attract a large audience with low organic trafficacquisition costs to date, if they fail to drive sufficient traffic to our ZCITY App, we may need to increase our marketing spend to acquireadditional traffic. We cannot assure you that the value we ultimately derive from any such additional traffic would exceed the cost ofacquisition, and any increase in marketing expense may in turn harm our operating results.

The amount of traffic we attract from search enginesis due in large part to how and where information from and links to our website are displayed 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, andmay change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts thatmay have reduced the prominence of links to our ZCITY App and negatively impacted our traffic, and we expect they will continue to makesuch changes from time to time in the future. Similarly, marketplace operators may make changes to their marketplaces that make accessto our products more difficult. For example, our applications may receive unfavorable treatment compared to the promotion and placementof competing applications, such as the order in which they appear within marketplaces.

We may not know how or otherwise be in a positionto influence search results or our treatment in application marketplaces. With respect to search results in particular, even when searchengines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistentlyinterpreted. For example, Google previously announced that the rankings of sites showing certain types of app install interstitials couldbe penalized on its mobile search results pages. While we believe the type of interstitial we currently use is not being penalized, wecannot guarantee that Google will not unexpectedly penalize our app install interstitials, causing links to our mobile website to be featuredless prominently in Google’s mobile search results and harming traffic to our ZCITY App as a result.

In some instances, search engine companies andapplication marketplaces may change their displays or rankings in order to promote their own competing products or services or the productsor services of one or more of our competitors. For example, Google has integrated its local product offering with certain of its products,including search and maps. The resulting promotion of Google’s own competing products in its web search results has negatively impactedthe search ranking of our website. Because Google in particular is the most significant source of traffic to our website, accounting fora substantial portion of the visits to our website, our success depends on our ability to maintain a prominent presence in search resultsfor queries regarding local businesses on Google. As a result, Google’s promotion of its own competing products, or similar actionsby Google in the future that have the effect of reducing our prominence or ranking on its search results, could have a substantial negativeeffect on our business and results of operations.

The ecommerce market is highly competitiveand if we do not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitivebasis our business could be adversely affected.

The internet-based ecommerce business is highlycompetitive and we compete with several different types of companies that offer some form of user-vendor connection experience, as wellas marketing data companies. Certain of these competitors may have greater industry experience or financial and other resources than us.

To become and remain competitive, we will requireresearch and development, marketing, sales and client support. We may not have sufficient resources to maintain research and development,marketing, sales and client support efforts on a competitive basis which could materially and adversely affect our business, financialcondition and results of operations. We intend to differentiate ourselves from competitors by developing a payments platform that allowsconsumers and merchants to accept and use bonus points.

The market for consumer lifestyle is rapidly evolvingand intensely competitive, and we expect competition to intensify further in the future. There is no guarantee that any factors that differentiateus from our competitors will give us a market advantage or continue to be a differentiating factor for us in the foreseeable future. Competitivepressures created by our direct or indirect competitors could have a material adverse effect on our business, results of operations andfinancial condition.

The market for our ZCITY App is new andunproven.

We were founded in 2020 and ZCITY was foundedin 2017 and since our inception have been creating products for the developing and rapidly evolving market for API-based software platforms,a market that is largely unproven and is subject to a number of inherent risks and uncertainties. We believe that our future success willdepend in large part on the growth, if any, in the market for software platforms that provide features and functionality to create theentire lifestyle ecosystem. It is difficult to predict customer adoption and renewal rates, customer demand for our solutions, the sizeand growth rate of the overall market that our ZCITY App addresses, the entry of competitive products or the success of existing competitiveproducts. Any expansion of the market our ZCITY App addresses depends upon a number of factors, including the cost, performance and perceivedvalue associated with such solutions. If the market our ZCITY App addresses does not achieve significant additional growth or there isa reduction in demand for such solutions caused by a lack of customer acceptance, technological challenges, competing technologies andproducts or decreases in corporate spending, it could have a material adverse effect on our business, results of operations and financialcondition.

If we are unable to expand our systems ordevelop or acquire technologies to accommodate increased volume or an increased variety of operating systems, networks and devices broadlyused in the marketplace our ZCITY App could be impaired.

We seek to generate a high volume of traffic andtransactions through our technologies. Accordingly, the satisfactory performance, reliability and availability of our website and platform,processing systems and network infrastructure are critical to our reputation and our ability to attract and retain large numbers of userswho transact sales on our platform through a variety of operating systems, networks and devices while maintaining adequate customer servicelevels. Our revenues depend, in substantial way, on the volume of user transactions that are successfully completed. Any system interruptionsthat result in the unavailability of our service or reduced customer activity would ultimately reduce the volume of transactions completed.Interruptions of service may also diminish the attractiveness of our company and our services. Any substantial increase in the volumeof traffic on our ZCITY App, the number of transactions being conducted by customers or substantial increase in the variety of operatingsystems, networks or devices that are broadly used in the market will require us to expand and upgrade our technology, transaction processingsystems and network infrastructure. There can be no assurance that we will be 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 systems and infrastructure to accommodate such increases or increasesin the variety of operating systems, networks or devices in a timely manner. Any failure to expand or upgrade our systems could have amaterial adverse effect on our business, results of operations and financial condition.

We use internallydeveloped systems to operate our service and for transaction processing. We must continually enhance and improve these systems in orderto accommodate the level of use of our products and services and increase our security. Furthermore, in the future, we may add new featuresand functionality to our services that would result in the need to develop or license additional technologies. Our inability to add newsoftware and hardware to develop and further upgrade our existing technology, transaction processing systems or network infrastructureto accommodate increased traffic on our platforms or increased transaction volume through our processing systems or to accommodate newoperating systems, networks or devices broadly used in the marketplace or to provide new features or functionality may cause unanticipatedsystem disruptions, slower response times, degradation in levels of customer service, impaired quality of the user’s experienceon our service, and delays in reporting accurate financial information. There can be no assurance that we will be able in a timely mannerto effectively upgrade and expand our systems or to integrate smoothly any newly developed or purchased technologies with our existingsystems. Any inability to do so would have a material adverse effect on our business, results of operations and financial condition. 

As we increase our reliance on cloud-basedapplications and platforms to operate and deliver our products and services, any disruption or interference with these platforms couldadversely affect our financial condition and results of operations.

We rely on cloud-based applications and platformsfor critical business functions. We also are migrating a significant portion of our computing infrastructure to third party hosted cloud-basedcomputing 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 products due to service outages, downtime or otherunforeseen issues that could increase our costs. We also may be subject to additional risk of cybersecurity breaches or other improperaccess to our data or confidential information during or following migrations to cloud-based computing platforms. In addition, cloud computingservices may operate differently than anticipated when introduced or when new versions or enhancements are released. As we increase ourreliance on cloud-based computing services, our exposure to damage from service interruptions may increase. In the event any such issuesarise; it may be difficult for us to switch our operations from our primary cloud-based providers to alternative providers. Further, anysuch transition could involve significant time and expense and could negatively impact our ability to deliver our products and services,which could harm our financial condition and results of operations.

Our failure to successfully market our ZCITYApp could result in adverse financial consequences.

We believe that continuing to strengthen our ZCITYApp is critical to achieving our widespread acceptance, particularly in light of the competitive nature of our market. Promoting and positioningour ZCITY App will depend largely on the success of our marketing efforts and our ability to provide high quality services. In order topromote our ZCITY App, we will need to increase our marketing budget and otherwise increase our financial commitment to creating and maintainingbrand loyalty among users. There can be no assurance that ZCITY App promotion activities will yield increased revenues or that any suchrevenues would offset the expenses incurred by us in building our ZCITY App. Further, there can be no assurance that any new users attractedto us will conduct transactions over the ZCITY App on a regular basis. If we fail to promote and maintain our brand or incur substantialexpenses in an attempt to promote and maintain our brand or if our existing or future strategic relationships fail to promote the ZCITYApp or increase awareness, our business, results of operations and financial condition would be materially adversely affected.

We may not be able to successfully developand promote new products or services which could result in adverse financial consequences.

We plan to expand our operations by developingand promoting new or complementary services, products or transaction formats or expanding the breadth and depth of services. There canbe no assurance that we will be able to expand our operations in a cost-effective or timely manner or that any such efforts will maintainor increase overall market acceptance. Furthermore, any new business or service launched by us that is not favorably received by consumerscould damage our reputation and diminish the value of our brand. Expansion of our operations in this manner would also require significantadditional expenses and development, operations and other resources and would strain our management, financial and operational resources.The lack of market acceptance of such services or our inability to generate satisfactory revenues from such expanded services to offsettheir cost could have a material adverse effect on our business, results of operations and financial condition.

In addition, if we are unable to keep up withchanges in technology and new hardware, software and services offerings, for example, by providing the appropriate training to out accountmanagers, sales technology specialists, engineers and consultants to enable them to effectively sell and deliver such new offerings tocustomers, our business, results of operations or financial condition could be adversely affected.

A decline in the demand for goods and servicesof the merchants included in the ZCITY App could result in adverse financial consequences.

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

The effective operation of our platformis dependent on technical infrastructure and certain third-party service providers.

Our ability to attract, retain and serve customersis dependent upon the reliable performance of our ZCITY App and the underlying technical infrastructure. We may fail to effectively scaleand grow our technical infrastructure to accommodate these increased demands. In addition, our business will be reliant upon third partypartners such as financial service providers and cash-out providers, payment terminals and equipment providers. Any disruption or failurein the services from third party partners used to facilitate our business could harm our business. Any financial or other difficultiesthese partners face may adversely affect our business, and we exercise little control over these partners, which increases vulnerabilityto problems with the services they provide.

There is no assurance that we will be profitable.

There is no assurance that we will earn profitsin the future or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the fundsrequired to continue our business development and marketing activities. If we do not have sufficient capital to fund our operations, wemay be required to reduce our sales and marketing efforts or forego certain business opportunities.

We could lose the right to the use of ourdomain names.

We have registered domain names for our websitethat we use in our business. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicableregistration, or any other cause, we may be forced to market our products under a new domain name, which could cause us substantial harm,or to incur significant expense in order to purchase rights to the domain name in question. In addition, our competitors and others couldattempt to capitalize on our brand recognition by using domain names similar to ours, especially in light of our expected expansion inSEA countries and East Asia. Domain names similar to ours may be registered in the United States and elsewhere. We may be unable to preventthird parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand orour trademarks or service marks. Protecting and enforcing our rights in our domain names may require litigation, which could result insubstantial costs and diversion of management’s attention.

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

From time to time, other companies may copy informationfrom our ZCITY App, through website scraping, robots or other means, and publish or aggregate it with other information for their ownbenefit. We have no assurance other companies will not copy, publish or aggregate content from our ZCITY App in the future. When thirdparties copy, publish or aggregate content from our ZCITY App, it makes them more competitive, and decreases the likelihood that consumerswill visit our website or use our mobile app to find the information they seek, which could negatively affect our business, results ofoperations and financial condition. We may not be able to detect such third-party conduct in a timely manner and, even if we could, wemay not be able to prevent it. In some cases, particularly in the case of websites operating outside of the United States, our availableremedies may be inadequate to protect us against such practices. In addition, we may be required to expend significant financial or otherresources to successfully enforce our rights.

Breaches of our online commerce securitycould occur and could have an adverse effect on our reputation.

A significant barrier to online commerce and communicationsis 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 other events or developments will not result in a compromise or breachof the technology used by us to protect customer transaction data. If any such compromise of our security were to occur, it could havea 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 misappropriate proprietary information or cause interruptions in our operations.We may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problemscaused by such breaches. Concerns over the security of transactions conducted on the Internet and other online services and the privacyof users may also inhibit the growth of the Internet and other online services generally, and the Web in particular, especially as a meansof conducting commercial transactions. To the extent that our activities involve the storage and transmission of proprietary information,security breaches could damage our reputation and expose us to a risk of loss or litigation and possible liability. There can be no assurancethat our security measures will prevent security breaches or that failure to prevent such security breaches will not have a material adverseeffect on our business, results of operations and financial condition.

We may not have the ability to manage ourgrowth.

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

We rely on the performance of highly skilledpersonnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed.

We are, and will be, heavily dependent on theskill, acumen and services of our management and other employees. Our future success depends on our continuing ability to attract, develop,motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant coststo attract them. In addition, the loss of any of our senior management or key employees could materially adversely affect our abilityto execute our business plan, and we may not be able to find adequate replacements. All of 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 wouldbe extremely difficult to replace. We cannot ensure that we will be able to retain the services of any members of our senior managementor other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, ourbusiness could be harmed.

Illegal use of our ZCITY App could resultin adverse consequences to us.

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

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

We are subject to certain risks by virtueof our international operations.

We operate and expand internationally. We expectto expand our international operations significantly by accessing new markets abroad and expanding our offerings in new languages: notless than all languages in SEA countries and Japan. Our platform is now available in English and several other languages. However, wemay have difficulty modifying our technology and content for use in non-English-speaking markets or fostering new communities in non-English-speakingmarkets. Our ability to manage our business and conduct our operations internationally requires considerable management attention andresources, and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages,cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. Furthermore, in mostinternational markets, we would not be the first entrant, and our competitors may be better positioned than we are to succeed. Expandinginternationally may subject us to risks that we have either not faced before or increase our exposure to risks that we currently face,including risks associated with:

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

We do not have any business liability, disruptioninsurance or any other forms of insurance coverage for our operations in Malaysia because our business is still in planning and earlystage. Any potential liability, business interruption, litigation or natural disaster may result in our business incurring substantialcosts and the diversion of resources.

The economy of Malaysia in general mightnot grow as quickly as expected, which could adversely affect our revenues and business prospects.

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

We face the risk that changes in the policiesof the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitabilityof such business.

Policies of the Malaysian government can havesignificant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect ourinterests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions oncurrency conversion, imports or sources of supplies or the expropriation or nationalization of private enterprises. We cannot assure youthat the government will continue to pursue current policies or that such policies may not be significantly altered, especially in theevent of a change in leadership, social or political disruption, or other circumstances affecting Malaysia’s political, economicand social environment.

We are subject to foreign exchange controlpolicies in Malaysia.

The ability of our subsidiaries to pay dividendsor make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example,there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order topreserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration,an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate bothresidents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriateany amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), includingcapital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholdingtax. In the event BNM or any other country where we operate introduces any restrictions in the future, we may be affected in our abilityto repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries. Since we are a holding companyand rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such dividendsor other payments could materially and adversely affect our liquidity, financial condition and results of operations.

Malaysia is experiencing substantial inflationarypressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significantdecrease in our profitability.

While the Malaysian economy has experienced rapidgrowth over the last two decades, they have also experienced inflationary pressures. As governments take steps to address inflationarypressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions oncurrency conversions and foreign investment. There also may be imposition of price controls. If our revenues rise at a rate that is insufficientto compensate for the rise in our costs, it may have an adverse effect on our profitability. If these or other similar restrictions areimposed by a government to influence the economy, it may lead to a slowing of economic growth, which may harm our business, financialcondition and results of operations.

If inflation increases significantly inSEA countries, our business, results of operations, financial condition and prospects could be materially and adversely affected.

Should inflation in SEA countries, including Malaysia,increase significantly, our costs, including our staff costs are expected to increase. Furthermore, high inflation rates could have anadverse effect on the countries’ economic growth, business climate and dampen consumer purchasing power. As a result, a high inflationrate in SEA countries, including Malaysia, could materially and adversely affect our business, results of operations, financial conditionand prospects.

Any potential disruption in and other risksrelating to our merchants’ supply chain could increase the costs of their products or services to consumers, potentially causingconsumers to limit their spending or seek products or services from alternative businesses that may not be registered as a merchant withus, which may ultimately affect the total number of users using our platform and harm our business, financial condition and results ofoperations.

Our offline and online merchants obtain theirproducts, or the raw materials comprised of their products or used in their services, from manufacturers and distributors located aroundthe world, and may have entered into long-term contracts or exclusive agreements that would ensure their ability to acquire the typesand quantities of products or raw materials they desire at acceptable prices and in a timely manner. Any potential disruption in and otherrisks relating to the offline or online merchants’ supply chain as a result of the COVID-19 pandemic or Russia’s invasionof Ukraine and the Middle East conflicts, could increase the costs of their products or services to consumers, potentially causing consumersto limit their spending or seek products or services from alternative businesses that may not be registered as a merchant with us, whichmay ultimately affect the total number of users using our platform and harm our business, financial condition and results of operations.

Our business will be exposed to foreignexchange risk.

We derive most of our revenue from the operationsof our ZCITY App in Malaysia and expect to derive our revenue from Malaysia, other SEA countries and Japan in the future. Our functionalcurrencies will by necessity be the currencies of the countries of SEA and Japan. Our reporting currency is the U.S. dollar. We translateour results of operations using the average exchange rate for the period, unless the average is not a reasonable approximation of thecumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on thedates of the transactions, and we translate our financial position at the period-end exchange rate. Accordingly, any significant fluctuationbetween the currencies of countries of SEA and Japan on the one hand and the U.S. dollar on the other could expose us to foreign exchangerisk.

Some of the currencies of the countries of SEAare not freely convertible. The foreign exchange management regime of many SEA countries has transitioned from a system of fixed multipleexchange rates controlled by the state banks to a system of flexible exchange rates regulated largely by market forces, though transfersof currency is regulated and controlled in some countries. A significant depreciation in many of the currencies of countries of SEA againstmajor foreign currencies may have a material adverse impact on our results of operations and financial condition because our reportingcurrency is the U.S. dollar. There can be no assurance, that the governments will continue to relax their foreign exchange regulations,that they will maintain the same foreign exchange policy or that there will be sufficient foreign currency available in the market forcurrency conversions. If, in the future, the regulations restrict our ability to convert local currencies or there is insufficient foreigncurrency available in the market, we may be unable to meet any foreign currency payment obligations.

Fluctuations in exchange rates in the MalaysianRinggit (“RM”) could adversely affect our business and the value of our securities.

The value of the RM against the U.S. dollar andother currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions.The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currenciesand other currencies in which our revenue may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S.dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our businessor results of operations. As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adverselyaffect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive froman offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalentof U.S. dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations.Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our common stock or for otherbusiness purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. Inaddition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction inthe value of these assets.

Geopolitical conditions, including actsof war or terrorism or unrest in the regions in which we operate could adversely affect our business.

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

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

All of our directors and officers reside outsideof the United States. In addition, substantially all of our assets are located outside of the United States. It may therefore be difficultfor investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. federal securitieslaws against us in the courts of either the U.S. or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce suchjudgments in Malaysian courts.

Our failure to maintain effective internalcontrols over financial reporting could have an adverse impact on us.

We are required to establish and maintain appropriateinternal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, couldadversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management’sassessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internalcontrols over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditionsthat need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internalcontrols over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessmentof our internal controls over financial reporting may have an adverse impact on the price of our common stock.

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

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

Following the identification of the material weaknessesand control deficiencies, we plan to take remedial measures including (i) hiring more qualified accounting personnel with relevant U.S.GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and systemcontrol framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accountingand financial reporting personnel; (iii) establishing internal audit function by engaging an external consulting firm to assist us withassessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control; and (iv) strengthening corporategovernance. However, the implementation of these measures may not fully address the material weaknesses in our internal control over financialreporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or controldeficiencies could result in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicablefinancial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, resultsof operations and prospects, as well as the trading price of our common stocks, may be materially and adversely affected. Moreover, ineffectiveinternal control over financial reporting significantly hinders our ability to prevent fraud.

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

If we fail to have effective controls and proceduresfor financial reporting in place, we could be unable to provide timely and accurate financial information which could result in an investigationby the SEC and civil or criminal sanctions; investors losing confidence in the accuracy of our periodic reports filed under the ExchangeAct; and a decline in our stock price.

We are an “emerging growth company”under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make ourcommon stock less attractive to investors.

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

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

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

The elimination of personal liability againstour directors and officers under Delaware law and the existence of indemnification rights held by our directors, officers and employeesmay result in substantial expenses.

Our certificate of incorporation, as amended (“Certificateof Incorporation”), eliminates the personal liability of our directors and officers to us and our stockholders for damages for breachof fiduciary duty as a director or officer to the extent permissible under Delaware law. Further, our bylaws (“Bylaws”) providethat we are obligated to indemnify each of our directors or officers to the fullest extent authorized by the Delaware law and, subjectto certain conditions, advance the expenses incurred by any director or officer in defending any action, suit or proceeding prior to itsfinal disposition. Those indemnification obligations could expose us to substantial expenditures to cover the cost of settlement or damageawards against our directors or officers, which we may be unable to afford. Further, those provisions and resulting costs may discourageus or our stockholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciaryduties, even if such actions might otherwise benefit our stockholders.

Regulatory Risks

Failure to comply with laws and regulationsapplicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.

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

If any governmental sanctions are imposed, orif we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could beadversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attentionand resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operationsand financial condition.

Any reviews by regulatory agencies or legislaturesmay result in substantial regulatory fines, changes to our business practices and other penalties, which could negatively affect our businessand results of operations. Changes in social, political and regulatory conditions or in laws and policies governing a wide range of topicsmay cause us to change our business practices. Further, our expansion into a variety of new fields also could raise a number of new regulatoryissues. These factors could negatively affect our business and results of 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 collaborate with, who may from time to time be subjectto litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliancewith applicable laws and regulations, which could harm our reputation and business.

Regulation of the internet generally couldhave adverse consequences on our business.

We are also subjectto regulations and laws in Malaysia specifically governing the internet and e-commerce. Existing and future laws and regulations may impedethe growth of the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulationsand laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electroniccontracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality ofservices. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personalprivacy apply to the internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of operations. 

Privacy regulations could have adverse consequenceson our business.

We receive, collect, store, process, transferand use personal information and other user data. There are numerous international laws and regulations regarding privacy, data protection,information security and the collection, storing, sharing, use, processing, transfer, disclosure and protection of personal informationand other content, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries, orconflict with other laws and regulations. We are also subject to the terms of our privacy policies and obligations to third parties relatedto privacy, data protection and information security. We strive to comply with applicable laws, regulations, policies and other legalobligations relating to privacy, data protection and information security to the extent possible. However, the regulatory framework forprivacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possiblethat these or other actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistentfrom 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 disclosure of our users’ data, or theirinterpretation, or any changes regarding the manner in which the express or implied consent of users for the collection, use, retentionor disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly ina material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new servicesand features.

We also expect that there will continue to benew laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in variousjurisdictions.

Any failure or perceived failure by us to complywith our posted privacy policies, our privacy-related obligations to users or other third parties or any other legal obligations or regulatoryrequirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions,litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, causeour users to lose trust in us, and otherwise have an adverse effect on our reputation and business. Furthermore, the costs of compliancewith, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our users may limit theadoption and use of, and reduce the overall demand for, our ZCITY App.

Additionally, if third parties we work with violateapplicable laws, regulations or agreements, such violations may put our users’ data at risk, could result in governmental investigationsor enforcement actions, fines, litigation, claims or public statements against us by consumer advocacy groups or others and could resultin significant liability, cause our users to lose trust in us and otherwise have an adverse effect on our reputation and business. Further,public scrutiny of or complaints about technology companies or their data handling or data protection practices, even if unrelated toour business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agenciesto enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costsand risks.

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

Our platform’s payment system effectivelyprovides our customers with reward points that may or may not be deemed gift certificates, store gift cards, general-use prepaid cardsor other vouchers or “gift cards,” subject to, various laws of multiple jurisdictions. Many of these laws include specificdisclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. Various companiesthat provided deal products similar to ours around the world are currently or were defendants in purported class action lawsuits.

The application of various other laws and regulationsto our products is uncertain. These include laws and regulations pertaining to unclaimed and abandoned property, partial redemption, revenue-sharingrestrictions on certain trade groups and professions, sales and other local taxes and the sale of alcoholic beverages. In addition, wemay become, or be determined to be, subject to United States federal or state laws or laws in Malaysia or other countries where we operateregulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USAPatriot Act and other similar future laws or regulations in the United States and in the applicable SEA or East Asia countries.

If we become subject to claims or are requiredto alter our business practices as a result of current or future laws and regulations, our revenue could decrease, our costs could increaseand our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to suchadditional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm our business.

The requirements of being a public companyare complex and have increased costs.

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

In addition, changing laws, regulations and standardsrelating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliancecosts and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, inmany cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is providedby regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitatedby ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations andstandards, and this investment may result in increased general and administrative expenses and a diversion of management’s timeand attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standardsdiffer from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities mayinitiate legal proceedings against us and our business may be harmed.

We also expect that being a public company andthese new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be requiredto accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult forus to attract and retain qualified members of our Board, particularly to serve on our audit committee and renumeration committee, andqualified executive officers.

As a result of disclosure of information in thisprospectus and in our prior SEC filings, our business and financial condition has become more visible, which we believe may result inincreased threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our businessand operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims,and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operatingresults.

Failure to comply with the U.S. ForeignCorrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences.

We are required to comply the Malaysia’santi-corruption laws and the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in briberyor other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required tomaintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreigncompanies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft andother fraudulent practices occur from time-to-time in Malaysia. If our competitors engage in these practices, they may receive preferentialtreatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials whomight give them priority in obtaining new licenses, which would put us at a disadvantage. Although we inform our personnel that such practicesare illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible.If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequencesthat may have a material adverse effect on our business, financial condition and results of operations. In addition, our brand and reputation,our sales activities or the price of our ordinary shares could be adversely affected if we become the target of any negative publicityas a result of actions taken by our employees or other agents.

Litigation is costly and time consumingand could have a material adverse effect our business, results or operations and reputation.

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

Even if the claims are without merit, the costsassociated 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 requireus to stop offering certain features, purchase licenses or modify our products and features while we develop non-infringing substitutesor may result in significant settlement costs.

The results of litigation and claims to whichwe may be subject cannot be predicted with certainty. Even if these matters do not result in litigation or are resolved in our favor orwithout significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm ourbusiness, results or operations and reputation.

We face potential liability and expensefor legal claims based on the content on our ZCITY App.

We face potential liability and expense for legalclaims relating to the information that we publish on our website and our ZCITY App, including claims for copyright or trademark infringement,among others. These claims could divert management time and attention away from our business and result in significant costs to investigateand defend, regardless of the merits of the claims. In some instances, we may elect or be compelled to remove content or may be forcedto pay substantial damages if we are unsuccessful in our efforts to defend against these claims. If we elect or are compelled to removevaluable content from our website or mobile app, our ZCITY App may become less useful to consumers and our traffic may decline, whichcould have a negative impact on our business and financial performance.

Our intellectual property rights may beinadequate to protect us against others claiming violations of their proprietary rights and the cost of enforcement could be significant.

The future success of our business is dependentupon 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 inadequate to protect any proprietary rights or to preventothers from claiming violations of their proprietary rights. There can be no assurance that other companies are not investigating or developingother technologies that are similar to our technology. In addition, effective intellectual property protection may be unenforceable orlimited in certain countries, and the global nature of the Internet makes it impossible to control the ultimate designation of our technology.Any of these claims, with or without merit, could subject us to costly litigation. If the protection of proprietary rights is inadequateto prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished. Anyof these events could have an adverse effect on our business and financial results.

Effective trade secret, copyright, trademark anddomain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expensesand the costs of defending our rights. We are seeking to protect our trademarks and domain names in 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 enforceour intellectual property rights, protect our respective trade secrets or determine the validity and scope of proprietary rights claimedby others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of managementand technical resources, any of which could adversely affect our business and operating results. We may incur significant costs in enforcingour trademarks against those who attempt to imitate our brand. If we fail to maintain, protect and enhance our intellectual property rights,our business and operating results may be harmed.

If we are unable to protect the confidentialityof our trade secrets, our business and competitive position could be harmed.

In addition to patent protection, we also relyupon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with our employees,consultants and third parties, to protect our confidential and proprietary information. In addition to contractual measures, we try toprotect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Suchmeasures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access,provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriatingour trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedyto protect our interests fully. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our product thatwe consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensiveand time-consuming, and the outcome is unpredictable. Even though we use commonly accepted security measures, trade secret violationsare often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions. In addition,trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidentialor proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independentlydeveloped by a competitor, our business and competitive position could be harmed.

Third parties may assert that our employeesor consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

We employ individuals who previously worked withother companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do notuse the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultantsor independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietaryinformation, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defendingany such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectualproperty rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costsand be a distraction to management and other employees.

Risks Related to Ownership of our Common Stock

We have a large number of authorized butunissued shares of our common stock which will dilute your ownership position when issued.

Our authorized capital stock consists of 150,000,000shares of common stock, of which approximately 138,874,312 remain available for issuance, including shares of common stock issuable uponthe exercise of outstanding warrants. Our management will continue to have broad discretion to issue shares of our common stock in a rangeof 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 NasdaqRule 5635(b) which requires stockholder approval for change of control transactions where a stockholder acquires 20% of a Nasdaq-listedcompany’s common stock or securities convertible into common stock, calculated on a post-transaction basis. If our management determinesto issue shares of our common stock from the large pool of authorized but unissued shares for any purpose in the future and is not requiredto obtain stockholder approval, your ownership position would be diluted without your further ability to vote on that transaction.

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

Our common stock has experienced and is likelyto experience in the future, significant price and volume fluctuations, which could adversely affect the market prices of our common stockwithout regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial resultsand changes in the overall economy or the condition of the financial markets could cause the market prices of our common stock to fluctuatesubstantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor resultsin the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our commonstock will be stable or appreciate over time.

We currently do not intend to declare dividendson our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciationof our common stock.

We currently do not expect to declare any dividendson our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be usedto provide working capital, to support our operations and to finance the growth and development of our business. Any determination todeclare or pay dividends in the future will be at the discretion of our Board, subject to applicable laws and dependent upon a numberof factors, including our earnings, capital requirements and overall financial conditions. In addition, terms of any future debt or preferredsecurities may further restrict our ability to pay dividends on our common stock. Accordingly, your only opportunity to achieve a returnon your investment in our common stock may be if the market price of our common 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 “DividendPolicy.”

An investment in our securities is speculativeand there can be no assurance of any return on any such investment.

An investment in our securities is speculativeand there can be no assurance that investors will obtain any return on their investment. Investors may be subject to substantial risksinvolved 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.

We may need, but be unable, to obtain additionalfunding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business.

We have relied upon cash from financing activitiesand in the future, we hope to rely on revenues generated from operations to fund the cash requirements of our activities. However, therecan be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financingmay not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financingof securities senior to the common stock will likely include financial and other covenants that will restrict our flexibility. Any failureto comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operationsbecause we could lose our existing sources of funding and impair our ability to secure new sources of funding.

The requirements of being a public companymay strain our resources, divert management’s attention and affect our results of operations.

As a public company in the United States, we faceincreased legal, accounting, administrative and other costs and expenses. We are subject to the reporting requirements of the ExchangeAct and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that we file annual, quarterly and current reportswith respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effectivedisclosure controls and procedures and internal control over financial reporting. For example, Section 404 requires that our managementreport on the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divertinternal resources and will take a significant amount of time and effort to complete. If we fail to maintain compliance under Section404, or if in the future management determines that our internal control over financial reporting are not effective as defined under Section404, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Furthermore, investor perceptionsof our Company may suffer, and this could cause a decline in the market price of our common stock. Any failure of our internal controlover financial reporting could have a material adverse effect on our stated results of operations and harm our reputation. If we are unableto implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and couldresult in an adverse opinion on internal controls from our independent auditors. We may need to hire a number of additional employeeswith public accounting and disclosure experience in order to meet our ongoing obligations as a public company, particularly if we becomefully subject to Section 404 and its auditor attestation requirements, which will increase costs. We expect these rules and regulationsto increase our legal and financial compliance costs and to make some activities more time consuming and costly, although we are currentlyunable to estimate these costs with any degree of certainty. A number of those requirements will require us to carry out activities wehave not done previously. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiativesand to meeting the obligations that are associated with being a 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 publiccompanies generally for reporting and corporate governance purposes have been increasing. These increased costs will require us to diverta significant amount of money that we could otherwise use to develop our business. If we are unable to satisfy our obligations as a publiccompany, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.

New laws, regulations, and standards relatingto corporate governance and public disclosure may create uncertainty for public companies, increasing legal and financial compliance costsand making some activities more time consuming.

These laws, regulations and standards are subjectto varying interpretations, in many cases due to their lack of specificity, and, as a result, may evolve over time as new guidance isprovided by the courts and other bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitatedby ongoing revisions to disclosure and governance practices. If our efforts to comply with new laws, regulations, and standards differfrom the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatoryauthorities may initiate legal proceedings against us and our business may be adversely affected.

As a public company subject to these rules andregulations, we may find it more expensive for us to obtain director and officer liability insurance, and we may be required to acceptreduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult in the futurefor us to attract and retain qualified members of our Board, particularly to serve on its audit committee and compensation committee,and qualified executive officers.

If securities or industry analysts do notpublish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will dependin part on the research and reports that securities or industry analysts publish about us or our business. Several analysts may coverour stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, ourstock price would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly,demand for our stock could decrease, which might cause our stock price and trading volume to decline.

We may not be able to continue to satisfylisting requirements of Nasdaq to maintain a listing of our common stock.

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

For example, on August 17, 2023, we received aletter from the Nasdaq Listing Qualifications Staff of Nasdaq stating that for the 30 consecutive business 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 continuedlisting on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to NasdaqListing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until February 13, 2024, to regain compliancewith the Bid Price Rule. On February 15, 2024, we received a letter from the Nasdaq Listing Qualifications Staff of Nasdaq stating thatwe have not regained compliance with the Bid Price Rule and that Nasdaq determined that the common stock will be scheduled for delistingunless we request an appeal of this determination from the Nasdaq Hearings Panel (the “Panel”). On February 16, 2024, we submitteda hearing request to the Panel to appeal Nasdaq’s determination and a compliance plan, which in accordance with Nasdaq rules staysthe delisting of the common stock from Nasdaq pending the Panel’s decision. The hearing was scheduled 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 basis as part of our plan to compliance withthe Bid Price Rule. On March 20, 2024, we received a letter from the Panel informing us that since our common stock had traded at $1.00per share or greater for a 10 consecutive business day period between February 27, 2024 and March 20, 2024, the hearing request was deemedmoot. Accordingly, the Panel determined that we had regained compliance with the Bid Price Rule.

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

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

If there is no active public market forour common stock, you may be unable to sell your shares at or above your purchase price.

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

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

The market price of our securities may be volatile,and in the past companies that have experienced volatility in the market price of their securities have been subject to securities classaction litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantialcosts and divert our management’s attention from other business concerns.

You should consult your own independenttax advisor regarding any tax matters arising with respect to the securities offered in connection with this offering.

Participation in this offering could result invarious tax-related consequences for investors. All prospective purchasers of the resold securities are advised to consult their own independenttax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences relevant to the purchase, ownership and dispositionof the resold securities in their particular situations.

IN ADDITION TO THE ABOVE RISKS, BUSINESSESARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEPIN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.

SPECIALNOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-lookingstatements.” Forward-looking statements reflect the current view about future events. When used in this prospectus, the words “anticipate,”“believe,” “estimate,” “expect,” “future,” “intend,” “plan” orthe negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Suchstatements, include, but are not limited to, statements contained in this prospectus relating to our business strategy, our future operatingresults and liquidity and capital resources outlook. Forward-looking statements are based on our current expectations and assumptionsregarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subjectto inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materiallyfrom those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assuranceof future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that couldcause actual results to differ materially from those in the forward-looking statements include, without limitation:

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

Factors or events that could cause our actualresults to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results,levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,we do not intend to update any of the forward-looking statements to conform these statements to actual results.

THE ALUMNICAPITAL TRANSACTION

On October 10, 2024, we entered into the PurchaseAgreement with Alumni Capital. Pursuant to the Purchase Agreement, we may sell to Alumni Capital up to $6,000,000 (the “CommitmentAmount”) of shares of common stock from time to time during the term of the Purchase Agreement. Pursuant to the Purchase Agreement,we also agreed to file a registration statement with the SEC, covering the resale of the shares of common stock issued or sold to AlumniCapital under the Purchase Agreement under the Securities Act. We previously registered $1,000,000 of shares of common stock that maybe sold to Alumni Capital pursuant to the Purchase Agreement pursuant to our Registration Statement on Form S-3 (No. 333-278171). Thisprospectus relates to up to 22,500,000 shares of our common stock that may be purchased from time to time by Alumni Capital pursuant tothe Purchase Agreement, which includes up to 20,000,000 Purchase Notice Securities, to the extent the proceeds from such sales do notexceed $5,000,000 and up to 2,500,000 Warrant Shares underlying the Alumni Warrant.

Inconnection with the execution of the Purchase Agreement, we have issued the Alumni Warrant to Alumni Capital as a commitment fee. TheAlumni Warrant provides Alumni Capital with the right to purchase at any time until October 10, 2027, to purchase up to a number of sharesof common stock equal to ten percent (10%) of the Commitment Amount divided by the exercise price of the Alumni Warrant. The exerciseprice per share of the Alumni Warrant on any given exercise date will be calculated by dividing $5,000,000 by the total number of outstandingshares of our common stock as of such exercise date.

We may, from time to time and at our sole discretion,direct Alumni Capital to purchase the Purchase Notice Securities upon the satisfaction of certain conditions set forth in the PurchaseAgreement at a purchase price per share based on the market price of our common stock at the time of sale as computed under the PurchaseAgreement. Alumni Capital may not assign its rights and obligations under the Purchase Agreement.

The Purchase Agreement prohibits us from directingAlumni Capital to purchase any Purchase Notice Securities if those shares, when aggregated with all other ordinary shares then beneficiallyowned by Alumni Capital, would result in Alumni Capital and its affiliates owning in excess of 4.99%, of our then issued and outstandingshares of common stock (the “Beneficial Ownership Limitation”).

Purchase of Offered Shares Under the PurchaseAgreement

Commencing on the date that the Alumni Warrantis delivered to Alumni Capital and ending on the earlier of (x) the date on which the Company has received the Commitment Amount pursuantto the Purchase Agreement and (y) December 31, 2025, we may from time to time direct Alumni Capital to purchase such number of commonstock set forth on a written notice from us (the “Purchase Notice”) at a price equal to the Purchase Price, provided, however,that the amount of Purchase Notice Securities cannot exceed the Commitment Amount or the Beneficial Ownership Limitation. We will deliverthe Purchase Notice Securities concurrently with the delivery of a Purchase Notice, which will be deemed delivered on the same businessday if Alumni Capital receives the Purchase Notice Securities and the Purchase Notice by 8:00 a.m., New York time, or on the next businessday if Alumni Capital receives the Purchase Notice Securities and the Purchase Notice after 8:00 a.m., New York time. Within five BusinessDays after the Purchase Notice Date, Alumni Capital shall pay to the Company an amount equal to the Purchase Notice Securities multipliedby the Purchase Price (the “Closing Date”).

“Purchase Price” means with respectto any date on which our common stock is sold pursuant to the Purchase Agreement (a “Closing Date”), the lowest traded pricefor the ordinary shares for the five (5) consecutive Business Days immediately prior to such Closing Date multiplied by 95%.

Effect of Performance of the Purchase Agreementon our Stockholders

The sale by Alumni Capital of a significant numberof Selling Shareholder Shares at any given time could cause the market price of our Ordinary Shares to decline and to be highly volatile.Sales of our Ordinary Shares to Alumni Capital, if any, will depend upon market conditions and other factors to be determined by us, inour sole discretion. We may ultimately decide to sell to Alumni Capital all, some or none of the Purchase Notice Securities that may beavailable for us to sell pursuant to the Purchase Agreement. If and when we do sell the Purchase Notice Securities to Alumni Capital,Alumni Capital may resell all, some or none of those shares at any time or from time to time in its discretion. Therefore, sales to AlumniCapital by us under the Purchase Agreement may result in substantial dilution to the interests of our other shareholders. In addition,if we sell a substantial number of the Purchase Notice Securities to Alumni Capital under the Purchase Agreement, or if investors expectthat we will do so, the actual sales of Purchase Notice Securities or the mere existence of our arrangement with Alumni Capital may makeit more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wishto effect such sales. However, we have the right to control the timing and amount of any sales of the Purchase Notice Securities to AlumniCapital.

Pursuant to the terms of the Purchase Agreement,we have the right, but not the obligation, to direct Alumni Capital to purchase up to $6,000,000 in shares of common stock, which is exclusiveof the Alumni Warrants issued to Alumni Capital as consideration for its commitment to purchase our shares of common stock under the PurchaseAgreement. The Purchase Agreement generally prohibits us from issuing or selling to Alumni Capital under the Purchase Agreement any commonstock that, when aggregated with all other shares of common stock then beneficially owned by Alumni Capital and its affiliates, wouldexceed the Beneficial Ownership Limitation. Currently, we have issued and sold 2,328,993 shares of common stock to Alumni Capital for$996,476.97 under the Purchase Agreement. Alumni Capital has not exercised any portion of the Alumni Warrant.

Capitalized terms that are not defined herein may have meanings assignedto them in the Purchase Agreement.

USE OFPROCEEDS

This prospectus relates to the Selling ShareholderShares that may be offered and sold from time to time by Alumni Capital. We will not receive any proceeds from the resale of the SellingShareholder Shares by Alumni Capital.

We may receive proceeds from the exercise of theAlumni Warrant at variable exercise prices and up to $5 million in proceeds from the sale of common stock to the Selling Shareholder pursuantto the Purchase Agreement.

We intend to use the proceeds from sales underthe Purchase Agreement or exercises of the Alumni Warrant, if any, for general corporate purposes, which may include working capital,expenses related to research, clinical development and commercial efforts, and general and administrative expenses. We currently haveno binding agreements or commitments to complete any transaction for the possible acquisition of new therapeutic candidates, though weare currently, and likely to continue, exploring possible acquisition candidates 

MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is listed on The Nasdaq CapitalMarket under the symbol “TGL.”

As of November 15, 2024, 11,125,688 shares ofour common stock were issued and outstanding and were held by 32 stockholders of record.

We also have outstanding warrants to purchase1,429 shares of our common stock issued to the underwriter in our initial public offering with an exercise price of $350 per share.

DIVIDEND POLICY

We have not declared any cash dividends sinceinception and we do not anticipate paying any dividends in the foreseeable future. Instead, we anticipate that all of our earnings willbe used to provide working capital, to support our operations, and to finance the growth and development of our business. The paymentof dividends is within the discretion of the Board and will depend on our earnings, capital requirements, financial condition, prospects,applicable Delaware law, which provides that dividends are only payable out of surplus or current net profits, and other factors our Boardmight deem relevant. There are no restrictions that currently limit our ability to pay dividends on our common stock other than thosegenerally imposed by applicable state law.

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion andanalysis of our financial condition and results of operations in conjunction with the section headed “Selected Consolidated Financialand Operating Data” and our consolidated financial statements and the related notes included elsewhere in this prospectus. Thisdiscussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected eventscould differ materially from those anticipated in these forward-looking statements as a result of various factors, including those setforth under “Risk Factors” and elsewhere in this prospectus.

Overview 

Treasure Global Inc is a holding company incorporatedon March 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 (“ZCITY”), (formerly known as Gem Reward Sdn. Bhd, underwent a name change on July 20, 2023). It wasoriginally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

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

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

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

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

Through simplifying a user’s e-payment gatewayexperience, as well as by providing great deals, rewards and promotions with every use, we aim to make the ZCITY App Malaysia’stop reward and loyalty platform. Our longer-term goal is for the ZCITY App and its ever-developing technology to become one of the mostwell-known commercialized applications more broadly in Southeast Asia and Japan. As of September 25, 2024, we had 2,704,306 registeredusers and 2,027 registered merchants.

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

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

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

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

-Food Distribution Operation

On April 12, 2023, we have acquired 100% equityinterest in Foodlink Global Sdn. Bhd. (“Foodlink”), along with its two wholly-owned subsidiaries, Morgan Global Sdn. Bhd (“Morgan”)and AY Food Ventures Sdn. Bhd. (“AY Food”), for a consideration of approximately $3,000 from DBH. Through Foodlink, Morgan,and AY Food, we have been engaged in the operation of sub-licensing restaurant branding and the selling and trading of food and beverageproducts.

On May 24, 2024, we had disposed Foodlink andits subsidiaries along with the food distribution operation to a third party for a consideration of $148,500. The disposal of Foodlinkand its subsidiaries did not have material impact to our operation.

Recent Development

- Financing Development

On November 30, 2023, we closed our underwrittenpublic offering (the “November 2023 Offering”) of (i) 371,629 (26,014,000 pre reverse split) shares of common stock, at apublic offering price of $7 ($0.10 pre reverse split) per share of Common Stock and (ii) 14,000,000 pre-funded warrants (the “Pre-FundedWarrants”), each with the right to purchase 0.01 (one share pre reverse split) of Common Stock, at a public offering price of $0.0999per Pre-Funded Warrant. Upon closing of the November 2023 Offering, we received aggregate net proceed of approximately $3.5 million, afterdeducting underwriting discounts and commission, and non-accountable expense.

On March22, 2024, we entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. Wainwright & Co.,LLC, (the “Manager”). Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through or to theManager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering. As of September30, 2024, we have received an aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of 1,678,307 sharesof common stock which sell through or to the Manager.

On October10, 2024, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”),a Delaware limited partnership. Pursuant to the Purchase Agreement, we have the right, but not the obligation to cause Alumni Capitalto purchase up to $6,000,000 common stock, par value $0.00001 (the “Commitment Amount”), at certain purchase Price duringthe period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capitalhas purchased $6,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025.

-Business Development

Since December 2022, we have been developing theTAZTE Smart F&B system (“TAZTE”), a comprehensive solution designed to facilitate digital transformation for registeredfood and beverage (“F&B”) outlets across Malaysia. TAZTE was conceived as a merchant-centric program, intended to leverageuser data to drive substantial business growth for our merchant clientele. We initially offered a complimentary trial period to merchants,which was scheduled to conclude on December 31, 2023. This trial period was later extended until June 2024. However, due to insufficientparticipation from merchant clients, management has decided to discontinue the program as of June 2024.

Since July 2024, we formalized agreements to developand implement a Smart Campus System at ELMU University in Nilai, Malaysia. Leveraging our expertise in infrastructure management, we areworking with ELMU University to deploy an automated smart campus system that will enhance resource management across the campus, witha strong focus on optimizing electricity usage through integrated software and hardware solutions. This initiative aims to achieve anefficient energy saving consumptions and better environmental, social and governance. The project is expected to be fully deployed within12 months from the contract’s commencement date.

Since September 2024, we have been driving thedevelopment of credit services within the ZCity App through a strategic partnership with Credilab Sdn Bhd (“CLSB”). We arein the midst of facilitating the integration of CLSB’s credit services platform into the ZCity App and developing the customer basefor these services. Through the partnership, we intend to collaborate on the creation of a digital wallet, AI-driven chatbot, and customersupport systems. The collaboration is designed to drive user engagement and enhance the overall credit services offering within the ZCityApp ecosystem. The partnership is scheduled to conclude on September 19, 2029, during which CLSB has also granted TGL a non-exclusiveright to use its brand in marketing materials for five years.

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

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

Key Factors that Affect Operating Results

We believe the key factors affecting our financialcondition and results of operations include the following:

Our Ability to Create Value for Our Usersand Generate Revenue

Our ability to create value for our users andgenerate our revenues from merchants is driven by the factors described below:

Number and volume of transactions completedby our consumers.

Consumers are attracted to ZCITY by the breadthof personalized deals/rewards and the interactive user experience our platform offers. The number and volume of transaction completedby our member consumers is affected by our ability to continue to enhance and expand our product and service offerings and improve theuser experience.

Empowering data and technology.

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

Our Investment in User Base, Technology,People and Infrastructure

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

Inflation

Although Malaysia is experiencing a high inflationrate, we do not believe that inflation has had a material adverse effect on our business as September 30, 2024, but we will continue tomonitor the effects of inflation on our business in future periods.

Supply Chain Disruptions

Although there have been Russia’s February2022 invasion of Ukraine and the 2023 Middle East conflicts that may have affected the operations of some of our online and offline merchants,these disruptions have not had a material adverse effect on our business as of September 30, 2024, but we will continue to monitor theeffects of above mentioned disruptions on our business in future periods.

Key Operating Metrics

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

We have experienced a decrease in growth ratein registered users, and a decline of active users over our last five quarters as of September 30, 2024. As of September 30, 2024, werecorded 2,704,482 registered users and 25,216 active users on the ZCITY platform. On average, our registered user base has grown by approximately2.0 % over the past five quarters, while our active user numbers have experienced an average decline of 38.3 %.

The decline in growth of registered users andactive users over the past five quarters, as of September 30, 2024, is primarily attributed to reduced E-voucher purchases from our vendor,resulting in fewer E-vouchers available for sale. Additionally, we’ve implemented reductions in marketing spending and customerrewards to enhance cost-effectiveness and operational profitability. Consequently, this has led to a decrease in new user registrationsand lower retention rates among active users on our ZCITY platform.

We continuously monitor the development and participationof active users as a proportion of its total registered user base to ensure the effectiveness of our marketing and feature implantationstrategies. Accordingly, the proportion of total registered users that we consider active users at the end last five quarters as of September30, 2024 is as follows:

We continuously monitor the development of thechurn and retention rates of the active user base. Active users churn rate is the percentage of customers who had stop subscribing inour platform while retention rate is the percentage of customers who is retained in our platform. Accordingly, our churn and retentionrates of the active user base at the end of last five quarters as of September 30, 2024 is as follows:

The retention rate and churn rate for our active users are calculatedas follows:

We have used different strategies to build andmaintain our users and increase their engagement. Initially, we focused on mass marketing strategies to attract registered users. Subsequently,we have shifted to a more targeted approach focused on increasing user engagement and user spending.

Results of Operation

For the three months ended September 30,2024 and 2023

Revenue

Our breakdown of revenues by categories for thethree months ended September 30, 2024 and 2023, respectively, is summarized below:

Total revenues decreased by approximately $13.3million or 98.5% to approximately $ 0.2 million for the three months ended September 30, 2024 from approximately $13.5 million for thethree months ended September 30, 2023. The decrease was mainly attributable to the decrease in product and loyalty program revenue.

Product and loyalty program revenue

Product revenue was generated through sales ofour e-voucher, health care products and other products through our ZCITY platform while loyalty program revenue was recognized when ourcustomers redeem their previously earned reward points from our loyalty program or upon expiration of the reward point. In addition, wealso engage in sales of food and beverage products through our subsidiaries, Morgan and AY Food, despite they were disposed in May 2024.The product and loyalty program revenue decrease by approximately $13.1 million or 99.4% to approximately $82,000 for the three monthsended September 30, 2024 from approximately $13.2 million for the same period in 2023. The decline in revenue was primarily driven bythe company’s strategic decision to streamline its product line, with a particular focus on eliminating lower-margin products, mainlye-vouchers. In addition, the decrease was attributable our strategic decision to reduce spending on customer rewards and marketing campaignsin order to enhance cost-effectiveness and profitability in our operations. This reduction in customer incentives and marketing expendituresresulted in a decrease in the platform’s appeal to both existing and potential customers, ultimately leading to a decline in revenuefor the current period.

Transaction revenue

Transaction revenue primarily consists of feescharged to merchants for participating in our ZCITY platform upon successful sales and service transactions, as well as for payment servicesfacilitated between merchants and their customers online. Our transaction revenue increased by 113.2%, reaching approximately $43,000for the three months ended September 30, 2024, compared to approximately $20,000 for the same period in 2023. This growth was driven byour recent partnership with Creditlab Sdn. Bhd. (“CLSB”), a third-party credit services provider. Through this partnership,we introduced our portfolio clients from ZCITY to CLSB’s credit service platform. In return, CLSB agreed to pay us a transactionfee upon successful transactions and share 50% of the revenue derived from these Portfolio Clients.

Member subscription revenue

Member subscription revenue primarily consistsof fees charged to customers who sign up for Zmember, our membership program that offers exclusive savings, bonuses, and referral rewards.For the three months ended September 30, 2024, member subscription revenue decreased by 52.3% to approximately $83,000, from approximately$0.2 million for the same period in 2023. The decrease was primarily due to we experienced slowdown in acquiring new customers to participatein our Zmember program . As of September 30, 2024 we had 27,620 customers who subscribed to our Zmember program, respectively.

Sublicense revenue

As we acquired exclusive worldwide license forright of use in Morganfield’s Trademark, and Abe Yus’s Trademark on May 1, 2023, and June 6, 2023, respectively, for a periodof five years, we have generated sublicense revenue consisting of fee charged to the customers who sublicensed the right of use of theTrademark from us. As we had disposed Foodlink and its subsidiaries along with the food distribution and sublicensing operation in May2024, we would no longer generate revenue from sublicense going forward.

Cost of revenue

Our breakdown of cost of revenue by categoriesfor the three months ended September 30, 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 $13.3million or 99.7% for the three months ended September 30, 2024 compared with the same period in 2023. The decrease was in line with ourdecrease in revenue.

Gross profit

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

Our gross profit for the three months ended September30, 2024, amounted to approximately $172,000 as compared to approximately $163,000 for the same period in 2023, reflecting an increaseof approximately $9,000 or 5.9%. Our gross margin improved from 1.2% for the three months ended September 30, 2023 to 83.0% for the sameperiod in 2024, representing an enhancement of 81.8 % in our gross margin percentage.

The increase in both gross profit and gross marginwere mainly attributed to strategic measures undertaken during the three months ended September 30, 2024 through streamlined our productline by eliminating products with lower profitability, and reduce spending on customer rewards within our ZCITY platform which resultingin a decrease in deferred revenue. Consequently, leading to higher gross profit and gross margin in the current period.

Results of Operation

For the Years ended June 30, 2024 and 2023

Revenue

Our breakdown of revenues by categories for theyears ended June 30, 2024 and 2023, respectively, is summarized below:

Total revenues decreased by approximately $47.3million or 68.2% to approximately $22.1 million for the year ended June 30, 2024 from approximately $69.4 million for the year ended June30, 2023. The decrease was mainly attributable to the decrease in product and loyalty program revenue.

Product and loyalty program revenue

Product revenue was generated through sales ofour e-voucher, health care products and other products through our ZCITY platform while loyalty program revenue was recognized when ourcustomers redeem their previously earned reward points from our loyalty program or upon expiration of the reward point. In addition, wealso engage in sales of food and beverage products through our subsidiaries, Morgan and AY Food, despite they were disposed in May 2024.The product and loyalty program revenue decrease by approximately $47.4 million or 68.9% to approximately $21.5 million for the year endedJune 30, 2024 from approximately $68.9 million for the same period in 2023. The decrease in revenue was primarily attributable to ourstrategic decision to reduce spending on customer rewards and marketing campaigns in order to enhance cost-effectiveness and profitabilityin our operations. This reduction in customer incentives and marketing expenditures resulted in a decrease in the platform’s appealto both existing and potential customers, ultimately leading to a decline in revenue for the current period.

Transaction revenue

The transaction revenue primarily consists offees charged to merchants for participating in our ZCITY platform upon successful sales transaction and payment service taken place betweenthe merchants and their customers online. Our transaction revenue decreased by 18.6% to approximately $61,000 for the year ended June30, 2024 from approximately $75,000 for the same period in 2023 due to lack of new enrolment of merchant client. Our average percentageof growth of new merchants was approximately 0.2% throughout the quarters as of June 30, 2024.

Member subscription revenue

Member subscription revenue primarily consistsof fees charged to customers who sign up for Zmember, our membership program that offers exclusive savings, bonuses, and referral rewards.For the year ended June 30, 2024, member subscription revenue decreased by 2.0% to approximately $376,000, from approximately $384,000for the same period in 2023. The decrease was primarily due to we experienced slowdown in acquiring new customers to participate in ourZmember program . As of June 30, 2024 and 2023, we had 28,927 and 22,861 customers who subscribed to our Zmember program, respectively.

Sublicense revenue

As we acquired exclusive worldwide license forright of use in Morganfield’s Trademark, and Abe Yus’s Trademark on May 1, 2023, and June 6, 2023, respectively, for a periodof five years, we have generated sublicense revenue consisting of fee charged to the customers who sublicensed the right of use of theTrademark from us. For the years ended June 30, 2024 and 2023, sublicense revenue was amounted to approximately $174,000 and $50,000,respectively. As we had disposed Foodlink and its subsidiaries along with the food distribution and sublicensing operation in May 2024,we would no longer generate revenue from sublicense going forward.

Cost of revenue

Our breakdown of cost of revenue by categoriesfor the years ended June 30, 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 $47.6million or 69.2% for the year ended June 30, 2024 compared with the same period in 2023. The decrease was in line with our decrease inrevenue.

Gross profit

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

Our gross profit for the year ended June 30, 2024,amounted to approximately $0.8 million as compared to approximately $0.5 million for the same period in 2023, reflecting an increase ofapproximately $0.3 million or 56.0%. Our gross margin improved from 0.8% for the year ended June 30, 2023 from 3.7% for the same periodin 2024, representing an enhancement of 2.9% 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.

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 $78,000and $0.8 million for the three months ended September 30, 2024 and 2023, respectively, representing a decrease of approximately $0.7 millionor 89.8%. The decrease was mainly attributable to a decrease in marketing and promotion expense of approximately $0.7 million relatedto promoting our ZCITY platform. Marketing and promotion expense consists of redemptions of reward points which is generated from non-spendingrelated activities (registration as a new user, referral of a new user and Spin & Win eligibility to receive reward points) in exchangefor discounted credit of purchasing our products upon conversion of using the reward points. For the three months ended September 30,2024 and 2023, we incurred approximately $21,000 and $0.2 million, respectively, in marketing and promotion expense, and recognized thesame amount of product revenue at the time of redemption of the non-spending related activities reward points by our customers. The decreasein marketing and promotion expenses was primarily driven by our strategic goal to optimize the promotional activities, enhance our costeffectiveness, and increase profitability in our operations.

General and administrative expenses

General and administrative expenses amounted toapproximately $0.8 million and $1.2 million for the three months ended September 30, 2024 and 2023, respectively, representing a decreaseof approximately $0.4 million or 36.2%. The decrease was primarily attributed to decrease in salary expenses and professional fee expenseof approximately $0.2 million and $0.3 million, respectively, to promote our operation effectiveness.

Research and development expenses

Research and development expense amounted to approximately$47,000 and $82,000 for the three months ended September 30, 2024 and 2023, representing 36.2% decrease as we incurred less spending inmobile application or website development.

Stock-based compensation expenses

Stock-based compensationexpenses amounted to $70,000 and $0 for the three months ended September 30, 2024, and 2023, respectively. The stock-based compensationincurred for the three months ended September 30, 2024, was related to compensation paid to our executive officer as part of their compensationplan and third party for professional service.

Other expense, net

Other expense, net, amounted to approximately$0.1 million and $0.2 million for the three months ended September 30, 2024 and 2023, respectively, representinga decrease of approximately $71,000 which was primarily attributable to decrease of amortization of debt discount of approximately $239,000related to our convertible note payable as all of our convertible notes has been converted during the year ended June 30, 2024, offsetby an increased in unrealized loss of approximately $188,000 from marketable securities we received as service consideration in developmentof an artificial intelligence powered travel platform.

Provision for income taxes

Provision for income taxes amounted to approximately$11,391 and $14,925 for the three months ended September 30, 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 September 30, 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.

Liquidity and Capital Resources

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

As of September 30, 2024 and June 30, 2024, wehad approximately $73,000 and $0.2 million, respectively, in cash and cash equivalent which primarily consists of bank deposits, whichare unrestricted as to withdrawal and use.

On November 30, 2023, we closed our November 2023Offering of (i) 26,014,000 shares of common stock, at a public offering price of $0.10 per share, and (ii) 14,000,000 Pre-Funded Warrants,each with the right to purchase one share of Common Stock, at a public offering price of $0.0999 per Pre-Funded Warrant. Upon closingof the November 2023 Offering, we received aggregate net proceed of approximately $3.5 million, after deducting underwriting discounts,and non-accountable expense.

On March22, 2024, we have entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. Wainwright &Co., LLC, (the “Manager”). Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through orto the Manager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering. As ofSeptember 30, 2024, we have received an aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of 1,678,307shares of common stock which sell through or to the Manager.

On October10, 2024, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”),a Delaware limited partnership. Pursuant to the Purchase Agreement, we have the right, but not the obligation to cause Alumni Capitalto purchase up to $6,000,000 the Company’s common stock, par value $0.00001 (the “Commitment Amount”), at certain purchasePrice during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which AlumniCapital has purchased $6,000,000 of our common stock pursuant to the Purchase Agreement or (ii) December 31, 2025.

Despite receiving the proceeds from various offerings,management is of the opinion that we will not have sufficient funds to meet the working capital requirements and debt obligations as theybecome due starting from one year from the date of this report due to our recurring loss. Therefore, management has determined there issubstantial doubt about our ability to continue as a going concern. If we are unable to generate significant revenue, we may be requiredto curtail or cease our operations. Management is trying to alleviate the going concern risk through the following sources:

However, there is no guarantee that the substantialdoubt about our ability to continue as a going concern will be alleviated.

The following summarizes the key components ofour cash flows for the three months ended September 30, 2024 and 2023:

Operating Activities

Net cash used in operating activities for thethree months ended September 30, 2024 was approximately $1.0 million and was mainly comprised of (i) the net loss of approximately $0.1million, (ii) increase of other receivable and other current assets of approximately $0.5 million which includes approximately $0.5 millionprepayment to certain developer for the development of our internal AI software. (iii) decrease in customer deposits of approximately$70,000, as we recognized member service revenue in the current period from certain merchant prepayments made in the prior period, and(iv) decrease of other payable and accrued liabilities of approximately $34,000 as we pay off some of the accrued operating expenses,offset by (i) non-cash items of depreciation, amortization, allowance for credit losses, stock-basedcompensation and unrealized loss on marketable securities amounted to approximately $0.5 million, and decrease of prepayment of approximately$33,000 as we received the inventory for resale which we have place order and prepaid in the prior period.

Net cash used in operating activities for thethree months ended September 30, 2023 was approximately $1.9 million and were mainly comprised of the net loss of approximately $2.1 million,increase of other receivable and other current assets of approximately $0.2 million as we make a service deposit to a third party in softwaredeveloping related to VCI’s project as mentioned in other expenses, net above, increase of noncash unrealized gain on marketablesecurities of approximately $0.1 million and increase of accounts receivable of approximately $37,000 as a result of offering credit termsto our corporate customers engaged in the sales of nutrition products, and food and beverage products, offset by amortization of debtdiscount of approximately $0.2 million, allowance for credit losses of approximately $48,000, increase of approximately $0.1 million inaccounts payable as we made more purchase on account, and increase of approximately $54,000 in contract liability as we deferred morerevenue due to increase of our customer’s redemption rate in spending related reward point.

Investing Activities

Net cash used in investing activities for thethree months ended September 30, 2024 was approximately $1.5 million which includes a remittance of approximately $1.5 million to CLSBas a collaboration deposit to support CLSB’s credit service activities for the Portfolio Clients,

Net cash used in investing activities for thethree months ended September 30, 2023 was approximately $6,000, which mainly due to purchase of equipment of approximately $6,000 forour operations used.

Financing Activities

Net cash provided financing activities the threemonths ended September , 2024 was approximately $2.5 million, which mainly comprised of payments of insurance loan and related party loanof approximately $20,000, offset by approximately $2.5 million net proceeds received from issuance of common stock through our marketoffering.

Net cash provided by financing activities forthe three months ended September 30, 2023 was approximately $81,000, which mainly comprised of repayment to related parties, and insuranceloan of approximately $81,000.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements includingarrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Critical Accounting Estimate

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

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

Accounts receivable, net

Accounts receivable are recorded at the invoicedamount, net of an allowance for uncollectible accounts and do not accrue interest. We offer various payments terms to customers from cashdue on delivery to 90 days based on their credit history. Accounts receivable encompass amounts due from sales of healthcare productson our ZCITY platform. Starting from July 1, 2023, we adopted ASU No.2016-13 “Financial Instruments - Credit Losses (Topic 326):Measurement of Credit Losses on Financial Instruments” (“ASC Topic 326”). We used a modified retrospective approach,and the adoption does not have an impact on our unaudited condensed consolidated financial statements. Management also periodically evaluatesindividual customer’s financial condition, credit history and the current economic conditions to make adjustments in the allowancewhen it is considered necessary. Account balances are charged off against the allowance when all collection efforts have been exhausted,and recovery potential is deemed remote. Our management reviews historical accounts receivable collection rates across all aging bracketsand has made 100% provision of credit loss for customer balances aged above 120 days for sales of healthcare products on our ZCITY platform.Our management continuously assesses the reasonableness of the credit loss allowance policy and updates it as needed. As of September30, 2024 and June 30, 2024, we recorded $243 and $1,100 of provision for estimated credit losses, respectively.

Inventories

Our inventories are recorded at the lower of costor net realizable value, with cost determined using the first-in-first-out (FIFO) method. These costs encompass gift cards or ‘E-voucher’pin codes, which are acquired from our suppliers as merchandise goods or store credit, as well as healthcare products. Management conductsregular comparisons between the cost of inventories and their net realizable value. If the net realizable value is lower than the cost,an allowance is made for inventory write-down. Ongoing assessments of inventories are carried out to identify potential write-downs dueto estimated obsolescence or unmarketability. This determination is based on the difference between the inventory costs and the estimatednet realizable value, considering forecasts for future demand and market conditions. Once inventories are written down to the lower ofcost or net realizable value, they are not subsequently marked up based on changes in underlying facts and circumstances. Our managementhas reviewed the aforementioned factors and has applied a 100% write-down for inventories aged above 180 days related to our E-voucherand health care products. For the three months ended September 30, 2024 and 2023, no write-downs for estimated obsolescence or unmarketableinventories were recorded.

Other receivables and other current assets, net

Other receivables and other current assets consistof prepayment to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”),and other professional fee. Other receivables and other current assets also include refundable advance to third party service provider,and other deposits. Starting from July 1, 2023, we had adopted ASC Topic 326 on our other receivablesusing the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for creditlosses with a model that is based on the expected losses rather than incurred losses. Under the new accounting guidance, we measure creditlosses on its other receivables using the current expected credit loss model under ASC 326. As of September 30, 2024 and June 30, 2024,we have provided allowance for credit loss of $233,392 and $212,758, respectively.

Prepayments

Prepayments and deposits are mainly cash depositedor advanced to suppliers for future inventory purchases. This amount is refundable and bears no interest. For any prepayments determinedby management that such advances will not be in receipt of inventories, services or refundable, we will recognize an allowance accountto reserve such balances. Management reviews our prepayments on a regular basis to determine if the allowance is adequate, and adjuststhe allowance when necessary. Delinquent account balances are written-off against allowance for doubtful accounts after management hasdetermined that the likelihood of collection is not probable. Our management continues to evaluate the reasonableness of the valuationallowance policy and updates it if necessary. No allowance of prepayments was recorded as of September30, 2024 and June 30, 2024.

Impairment for long-lived assets

Long-lived assets, including property and equipmentwith finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to marketconditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assessedthe recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairmentloss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from dispositionof the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would reduce the carrying amountof the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable marketvalues. No impairment for long-lived assets were recorded as of September 30, 2024 and June 30,2024.

Investment in marketablesecurities

Investments in marketablesecurities, net, consist of investments in listed shares, which are listed on Nasdaq. Marketable securities are accounted for under ASC321 and reported at their readily determinable fair values as quoted by market exchanges with changes in fair value recorded in other(expense) income in the unaudited condensed consolidated statements of operations and comprehensive loss. All changes in a marketablesecurity’s fair value are reported in earnings as they occur, as such, the sale of a marketable security does not necessarily giverise to a significant gain or loss. Unrealized gains/(losses) due to fluctuations in fair value are recorded in the consolidated statementsof operations and comprehensive loss. Declines in fair value below cost deemed to be other-than-temporary are recognized as impairmentsin the unaudited condensed consolidated statements of comprehensive income. For the three months ended September 30, 2024, we recordedan unrealized holding loss on marketable securities of approximately $128,000. In comparison, for the same period in 2023, we recognizedan unrealized holding gain of approximately $60,000.

Revenue recognition

Loyalty program

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

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

Income taxes

Deferred taxes are accounted for using the assetand liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilitiesin the unaudited condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable taxprofit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognizedto the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized.Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled.Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity,in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinionof management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxesare provided for in accordance with the laws of the relevant taxing authorities.

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

Stock-based compensation

We account for stock-based compensation awardsto officers in accordance with FASB ASC Topic 718, “Compensation - Stock Compensation”, which requires that stock-based paymenttransactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensationexpense over the requisite service period. In June 2024, we executed executive employment agreements (“Employment Agreements”)with three individuals, appointing them as the Company’s executive officers. Under the terms of the Employment Agreements, eachexecutive officer is entitled to receive a predetermined monetary value of the Company’s common stock as annual compensation forthe first year, with stock compensation for subsequent years contingent upon performance. The stock compensation is prorated on a monthlybasis and is subject to the restrictions of Securities Act Rule 144. The fair value of the stock-based compensation which included commonstock issued were equivalent to the predetermined monetary value. For the three months ended September 30, 2024 and 2023, we have incurredstock-based compensation from our officer amounted to $70,000 and $0, respectively based on the vesting schedule from the Employment Agreement.

Convertible notes

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

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

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

Warrants

For the year ended June 30, 2024, 14,000,000 Pre-FundedWarrants were issued in connection with the November 2023 Offering. The Pre-Funded Warrants are classified as a component of permanentstockholders’ equity within additional paid-in capital and were recorded at the issuance date using a relative fair value allocationmethod. We valued the Pre-Funded Warrants at issuance concluding the purchase price approximated the fair value and allocated net proceedsfrom the purchase proportionately to the common stock and Pre-Funded Warrants, of which $1,398,600 was allocated to the Pre-Funded Warrantsand recorded as a component of additional paid in capital. 

Recent Accounting Pronouncements

See Note 2 of the notes to the unaudited condensedconsolidated financial statements included elsewhere in this report for a discussion of recently issued accounting standards

BUSINESS

Our Mission

Our mission is to bring together the worlds ofonline e-commerce and offline physical retailers; widening consumer choice and rewarding loyalty, while sustaining and enhancing our earningpotential.

Our Company

We have created an innovative online-to-offline(“O2O”) e-commerce platform business model offering consumers and merchants instant rebates and affiliate cashback programs,while providing a seamless e-payment solution with rebates in both e-commerce (i.e., online) and physical retailers/merchant (i.e., offline)settings.

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

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

As of November 15, 2024, we had 2,705,444 registeredusers and 2,027 registered merchants.

Corporate Structure

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

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

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

We have no substantive operations other than holdingall of the outstanding shares of ZCity Sdn. Bhd. (“ZCITY”), (formerly known as Gem Reward Sdn. Bhd, underwent a name changeon July 20, 2023). ZCITY was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

Corporate Information

Our principal executive offices are located at276 5^th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong,47100 Puchong, Selangor, Malaysia.

Business Developments

The following highlights recent material developmentsin our business: 

Market Opportunity

We expect that continued strong economic expansion,robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobiletechnology provide market opportunities for our Company in Southeast Asia (“SEA”). SEA is a large economy and, as of 2022,its gross domestic product (“GDP”) was US$3.66 trillion.¹ In comparison, the respective GDP for both the EuropeanUnion (“EU”) and the United States (“US”) totaled EUR$15.8 trillion and US$25.5 trillion² in 2022.SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU andthe US. According to the International Monetary Fund (“IMF”), Malaysia’s GDP growth averaged more than 4.5% from 2016to 2019. However, it experienced a deficit of -5.5% in 2020 due to the COVID-19 pandemic. Nevertheless, it rebounded to 3.1% and 8.7%in 2021 and 2022 respectively, and it is expected to maintain an average annual growth rate of 4.5% for the next five years, including2023.³ The GDP of Malaysia amounted to US$337 billion in 2020 and is projected to reach approximately US$500 billion by 2025.⁴Malaysia registered a strong post-pandemic recovery in 2022. Its strong macroeconomic policy frameworks, including a track recordof fiscal prudence and a credible monetary policy framework, have served the country well.

SEA continues to enjoy robust population growth.The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 525 million people,growing to 681 million in 2022. According to the World Bank, Malaysia had a population of approximately 33 million people in 2022 comparedto 23 million people in 2000.⁵

A high percentage of Malaysians have lived incities for the last decade and that percentage is increasing. Since 2011, Malaysia’s urbanization has increased from approximately71.61% to approximately 77.7% in 2022.⁶ By comparison, in 2021 the urbanization rates for China, Vietnam and India were approximately62.51%, 37% and 35%, respectively.⁷

Urbanization is highly correlated with the sizeand growth of the middle class. Simply put, urbanization drives middle class consumption demand. According to the World Bank, Malaysiais likely to transition from an upper-middle-income economy to a high-income economy between 2024 and 2028, a reflection of the country’seconomic transformation development trajectory over the past decades.⁸ In fact, Malaysia’s gross national income percapita is at US$11,200 according to latest estimates, only US$1,335 short of the current threshold level that defines a high-income economy.⁹

And despite the ongoing effects from the COVID-19pandemic, the Internet economy continues to boom in SEA. According to a Google Temasek e-Conomy SEA 2022 Report (the “Google Report”),internet usage in the region increased with 20 million new users added in 2022 for a total of 460 million compared to 360 million in 2019and 440 million in 2021. An additional 100 million internet users have come online in the last three years since 2020.¹⁰ Inyear 2022, 94% of Malaysia’s population is now online, compared to approximately 62% in 2013.¹¹ It is forecasted to continuouslyincrease between 2024 and 2028, totaling a growth of 0.4 percentage points. 81% and 80% of Malaysia and SEA’s internet users, respectively,have made at least one purchase online. E-commerce, online media and food delivery adoption and usage surged with the total value of goodsand services sold via the Internet, or gross merchandise value (“GMV”), in SEA, expected to reach approximately US$200 billionby year end 2022 according to the Google Report. In fact, according to the Google Report, the SEA Internet sector GMV is forecast to growto over US$360 billion by 2025 up from the $300 billion forecast in the Google, Temasek, Bain SEA Report 2022.¹²

Malaysia’s internet economy has grown from$14 billion in 2020 to $21 billion in 2021 (47% growth) and is expected to grow to $35 billion in 2025.¹³

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

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

About the ZCITY App

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

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

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

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

Our ZCITY App also provides the following functions:

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

Retail Merchant Agreements. We haveretail merchant agreements with Morganfield’s Holdings Sdn. Bhd, and the Alley which together own more than 100 offline food andbeverage franchises in Malaysia. Each of these retail merchants have signed our standard retail merchant agreement which allow merchantsto sell their products on the ZCITY App for which we receive a commission ranging from 1% to 10% depending on the category of goods orservices being purchased on the ZCITY App. These agreements also provide that each party may use the intellectual property marks of theother party without charge. These agreements may be terminated by either party with 30 days’ notice.

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

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

The iPay88 agreement was entered into on August6, 2021 and provides our users with payment gateways that include credit card processing, online banking services from certain banks inMalaysia and eWallet payment processing such as Touch’ N Go eWallet, Grabpay, ShopeePay, Boost eWallet etc for which iPay88 receivesa fee ranging from 1.0% to 1.6% of the processed transaction depending on the credit card used or if the transaction is online bankingor eWallet.

ZCity Sdn Bhd (formerly known as Gem Reward SdnBhd), has entered into a business partner agreement with CIMB Bank to establish a payment gateway. This agreement enables users to convenientlymake payments using their CIMB Bank credit and debit cards. Additionally, users have the added benefit of enjoying rewards for their spendingat ZCITY through this partnership.

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

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

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

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

Download ZCITY App

ZCITY App is free to download from the GooglePlay Store, Apple iOS Store, and Huawei AppGallery.

ZCITY Apps’s Reward Points Program

Operating under the hashtag #RewardsOnRewards,we believe the ZCITY App reward points program encourages users to sign up the app, as well as increasing user engagement and spendingon purchases/repeat purchases and engenders user loyalty.

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

The key objectives of our RP are:

Offline Merchant

When using our ZCITY App to make payment to aregistered physical merchant, the system will automatically calculate the amount of RP to deduct. The deducted RP amount is based on thepercentage of profit sharing as with the merchant and the available RP of the user.

Online Merchant

When using our ZCITY App to pay utility billsor purchase any e-vouchers, our system shows the maximum RP deduction allowed and the user determines the amount of discount deductedsubject to maximum deductions described below and the number of RP owned by such user.

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

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

Marketing Strategy - Consumer

With the number of available apps for downloadfrom the world’s leading app stores totaling over four million, we believe that structured and innovative user marketing strategyis the only way to stand out in today’s app market. Aside from focusing on app development and building our app features properly,we believe we need to get our app featured on the leading platforms to most successfully extend our reach and user base.

We believe that our ZCITY App marketing strategycovers the user from when they first learn about our ZCITY App, to when they become a regular repeat user. The marketing strategy forthe ZCITY App involves defining our target audience, learning how best to reach them, how best to communicate with them, and analyzingtheir “in-app” behavior to make continuous AI driven improvements as users move through the recruitment funnel.

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

At the initial launch of the ZCITY App in June2020, we combined both online and offline strategies in branding and marketing, which we believed would effectively communicate our objectives,reaching a prospective target audience and turning that target audience into users of our ZCITY App.

Other than just user experience and features offeredin the app itself, we believe consumers are choosing brands whose messaging, marketing and values go beyond the product, and have a potentiallydeeper meaning to the user. For example, they may consider brand trustworthiness and identity to be major influences on their market decisions.As a result, we have focused on building brand loyalty to drive on going marketing success, increase repeat users and attain greater marketshare.

In this regard, we have chosen to adapt variousmarketing strategies, such as re-targeting users and enticing current users to use our app on multiple occasions, by providing what userslook for when they choose our app in order to increase engagement and retention. The diagram below reflects the strategies we engage into promote marketing success and avoid missed opportunities.

We adopt a multi-pronged approach to user outreachthrough outdoor digital billboards, radio commercials, third party editorials and advertorials, social media postings on platforms suchas Facebook, Instagram, TikTok, YouTube, as well as the targeting of users through Google ads and direct email marketing to encouragedownloads and promote various campaigns.

Since the outbreak of the COVID-19 pandemic, wehave been very focused on reaching our target audience through digital media due to movement restrictions and retail closures. Advertisementsespecially on social media have become more routine.

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

Another key media vehicle that we utilize is UniversalApp Campaign (or “UAC”) by Google. UAC helps promote our ZCITY App across Google’s largest properties including GoogleSearch, Google Play Store, YouTube, and the Google Display Network. It combines information Google has on users’ tendencies andperceived intents outside of the app (such as what they have searched for, what other apps they have downloaded and what they watchedon YouTube) with advertisers’ information on user actions in the app.

UAC then uses machine learning technology to makedecisions for each ad by analyzing potential data signal combinations in real-time, including the platform where users are most likelyto engage with our ad (such as YouTube or Gmail), the right ad format (whether video, text, or combination of the two) and keywords thatwill perform best for our marketing goals.

In addition, in order to obtain more accuratedata for analysis, AppsFlyer SDK is installed in our ZCITY App, where it provides conversion data of user acquisition and retention campaigns.Through AppsFlyer SDK, we can monitor digital media activities to optimize our marketing budget. The data can be utilized and turnedinto actionable insights (to run campaigns and promotions which users are more favorable to) that will share our strategic and tacticalbusiness decisions, while boosting the ZCITY App brand presence.

Marketing Strategy - Merchants “6Cs”Strategy

In order to roll out our system, we plan to implementour 6Cs marketing strategy: clients, convenience, competition, consistency with creative content, corporate social responsibilities andcredibility.

Clients (Soon-to-be F&B Owners). Wehave forecast potential merchants by category, which will enable us to create a marketing plan that will attract them by aligning ourpromotional content with their business interests and ideals. We will initiate advertisements that connect with their preferences andgenerate brand loyalty.

Convenience. We plan to demonstrate theconvenience provided by our ZCITY App by launching a digitalization initiative which can get a merchant up and running on our platformwithin 24 hours. We believe this strategy emphasizes the ease of onboarding potential merchants and the potential positive transformationof their business in the shortest amount of time.

Competition. To further differentiate oursystem from our competitors, we expect to identify, compare and discover issues within their business model of operations against ourown business model.

Consistency with Creative Content. We planto maintain a consistent brand image across all our current marketing approaches with creative and innovative content. We strive to makeour brand recognizable to stand out among competitors to increase brand awareness and recognition.

Corporate Social Responsibilities. We expectto integrate social and environmental concerns in our business operations to gain positive publicity and recognition and greater marketexposure. For example, our “Green Oil” program will allow our merchants to contribute to zero pollution by recycling usedcooking oil with one of our strategic partners.

Credibility. We expect to prove our credibilityby presenting our expertise to potential merchants who are seeking alternative business strategies in the ever-expanding technologicalage. We believe that promoting a credible and reliable system for merchants will increase referrals and positive reviews.

Revenue Model

ZCITY’s revenues are generated from a diversifiedmix of:

The revenue streams consist of “ConsumerFacing” revenues and “Merchant Facing” revenues.

The revenue streams can be further categorizedas following: (1) product and loyalty program revenue, (2) transaction revenue, and (3) agent subscription revenue. Please see “Management’sDiscussion and Analysis - Revenue Recognition.”

Our Competitive Strengths

Powerful, Unique and Integrated App. Wehave designed an application - the ZCITY App - which serves both consumers and merchants in ways that concurrently maximize value creationand enhance the shopping experience. Furthermore, through the application of our proprietary developed AI technology, we can offer consumersa more personalized and targeted rewards offering/experience.

Unique Loyalty Program. Operating underour hashtag #RewardsOnRewards, we believe our RP program increases user engagement and loyalty. Through consumer redemption and platformissuance of RP, we believe our system is advantageous to both consumers and merchants.

Attractive Markets. We currently operatein Malaysia, which according to the IMF is expected to average annual growth rate of 4.5% GDP growth over the next five years.¹⁴See Part I, Item 1.“Business - Market Opportunity.”

As we scale our operations, we intend to expandto other countries in Southeast Asia, which possesses solid economic fundamentals, fast growing middle classes, favorable demographictrends and accelerating adoption of mobile technology.

Experienced Management Team. Our executivesand directors combine decades of on-the-ground local e-commerce operations and social media marketing experience, as well as professionalexpertise in the global finance field.

Our Growth Strategy

Our main goal is focused on the recruitment ofnew consumers and the registration of as many merchants as possible in the most efficient way in the shortest amount of time. We believethat this approach establishes a cycle where more consumers lead to more merchants and more merchants lead to more consumers. Externalpartnerships play an important part in our business, as we will continue sourcing more delivery partners to offer our merchants greaterflexibility.

Consumer Growth. We strive to provide consumerswith a smarter shopping experience from ordering to receiving goods and services as one seamless process. Our marketing efforts will focuson attracting consumers by awarding RP upon the execution of successful transactions (where they can redeem instant rebates).

Merchant Growth. We feel our ZCITY Apphas the potential to pioneer a generation of technologically astute “Smart Merchants,” effectively encouraging more merchantsto join the technological trend. Apart from the technological advantages, merchants would be able to gain access to a significant consumerdatabase of nearly 2.7 million registered users currently for their own brand marketing.

Partner Growth. We are continuously enhancingthe ZCITY App through adding further strategic partnerships. We believe that collaborations will enable merchants and consumers to havemore options to choose from and the delivery speed and rates related to transparency will benefit all parties.

Expansion Growth. With our proven systemsand by leveraging our large network, leading technology, operational excellence, and product expertise, we expect the ZCITY App to launchand scale our expansion plans to neighboring countries such as Indonesia, Thailand, and Japan, by partnering with or acquiring local establishments.

Acquisition Growth. In order to complementour organic growth strategy, we will continue to evaluate investment and acquisition opportunities that will enable us to become marketleaders. Our anticipated investments and acquisitions of other e-commerce platforms in different verticals are expected to expand ourservice offerings and attract new consumers and merchants. We expect negotiations with acquisition targets in the e-Commerce industries.Furthermore, we would expect to finance such acquisitions through internal and potential financings from the stock market.

Strategic Partnerships

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

Strategic partnerships are vital to our strategyand operations, as they enable the ZCITY App to offer more value-added services to both our consumers and merchants. Through our partnerships,we intend to gain low-cost access to our partners’ users, where possible, to drive user conversion. Our marketing approach to acquirestrategic partners focuses on the benefits of brand awareness, stressing the ability to access a larger pool of consumers and clientswhile reducing marketing expenses via joint marketing efforts like crossover marketing campaigns, digital marketing and affiliate programs.

Competitive Outlook

We compete withother online platforms and apps for merchants, who can sell their products/services on other online shopping marketplaces and other foodordering platforms. We also compete with other e-commerce platforms and apps, fashion and lifestyle retailers and restaurants for theattention of consumers. Consumers have the choice of shopping with any online or offline retailer, large marketplaces or restaurant chain.We compete for consumers and merchants based on our ability to deliver a personalized e-commerce experience with an easy-to-use mobileapp, unique cross-business reward system, instant rebate & cashback, and a trusted payment gateway which is both secure and convenient. 

Within the Malaysian market, we believe the principalcompetitors to the ZCITY App to include, but not limited to Fave and Shopback. We have set out below how we perceive the ZCITY App differentiatesour offering from these competitors in the Malaysian market both downstream (services provided to consumers) and upstream (services providedto merchants).

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

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

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

Intellectual Property Matters

Our technology and ZCITY App are comprised ofcopyrightable and/or patentable subject matter licensed by our Malaysian subsidiaries, ZCITY. Our intellectual property assets includetrade secrets associated with our software platform. We have successfully carried out development of our multilayer cloud-based softwareplatform based upon our reliance on third parties for payment and reward points deployment. As a result, we can monetize our softwareby making it available in locations such as the Apple iOS Store, Google Play Store, Huawei AppGallery and compatible with existing paymentsystems depending on the country’s regulatory requirements. We are currently focusing on using our intellectual property in Malaysiaand plan to expand further into Southeast Asia as part of our strategy. The loss of all of these third-party payment facilitators couldnot be easily replaced and therefore could materially affect our business and results of operations.

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

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

We manage all our intellectual property mattersin Malaysia including the registration of patents, trademarks, trade names, and service marks in the name of ZCITY, our subsidiary inMalaysia. While we have not delineated each of our trademarks, the foregoing constitutes our material trademarks. Without prejudice tothe generality of foregoing, ZCITY is, inter alia, the direct owner of the registered trademark “ZCITY” in connection withartificial intelligence software, electronic payment services, loyalty programs, SaaS platforms, and other subsets of our business.

Information Technology Protection. Allof our software development professionals are required to sign and are bound by the IT Infrastructure, Security, Email, Intranet UsagePolicy Manual (the “IT Policy Manual”), which governs use of our hardware, software, code, source code, data, computationaldata, screen data, analytics dashboards, data displayed on screens, emails, intranet and internet. This IT Policy Manual establishes standardpractices and rules for responsible, safe, and productive use of our intellectual property, information and assets and is expected toensure the protection of information and prevention of any misuse.

We have internally implemented the “ActiveDirectory and VPN” to manage access to our assets in order to prevent any intentional or unintentional leaks of sensitive data,documentation or information, as well as to prevent users from installing irrelevant software or malware viruses.

Our ZCITY App’s server is hosted on theAWScloud and is compliant with SOC2, which we believe securely manages our data across six aspects:

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

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

The controls for restricting user access to oursystem and data, include:

Litigation

From time to time, we may become involved in legalproceedings arising in the ordinary course of our business. We believe that we do not have any pending or threatened litigation which,individually or in the aggregate, would have a material adverse effect on our business, results of operations, financial condition, and/orcash flows.

Properties

We lease and maintain our offices are locatedat 276 5^th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong,47100 Puchong, Selangor, Malaysia.

Human Capital Resources

As of June 30, 2024, we had a total of 25 full-timeemployees and a total of 3 independent contractors and consultants. We engage consultants on an as-needed basis to supplement existingstaff. Since the onset of the COVID-19 pandemic, we have taken an integrated approach to helping our employees manage their work and personalresponsibilities, with a strong focus on employee well-being, health, and safety.

Our human capital resources objectives include,as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-basedand cash-based compensation awards, in order to increase stockholder value and the success of our Company by motivating such individualsto perform to the best of their abilities and achieve our objectives.

MANAGEMENT

The following are our executive officers and directorsand their respective ages and positions as of November 15, 2024:

CarlsonThow is our Chief Executive Officer since June 2024 and a director since July 2024. Mr. Thow served as Chief Legal Officer ofVCI Global Limited (NASDAQ: VCIG) from July 2022 until June 2024, where he was responsible for setting the overall legal strategy forthe organization and its subsidiaries, and for providing legal counsel to senior management and the board of directors. Prior to joiningVCI Global Limited, Mr. Thow practiced law as a Senior Associate with Zaid Ibrahim & Co. (in association with KPMG Law) from 2019to 2022, and as Legal Associate with Martin Cheah & Associates from 2018 to 2019, where he provided legal assistance with regard tomergers and acquisitions and corporate financing matters, among other things. Mr. Thow graduated with a Bachelor of Laws from the Universityof Northumbria at Newcastle in 2014, a Master of Laws from the University of Malaya in 2016 and a Master of Business Administration fromthe University of Lancaster in 2021. Mr. Thow has also obtained a Certificate of Legal Practice from the Legal Profession Qualifying Boardof Malaysia in 2016, and he was admitted as an advocate and solicitor of the High Court of Malaya in 2018. Mr. Thow is qualified to serveon the Board due to his extensive executive experience.

KokPin “Darren” Tan has been a Director since July 2024. Dr. Tan is qualified to serve on the Board due to his extensiveentrepreneurial experience. From 2007 to January 2015, Dr. Tan served as the managing director of Ezytronic Sdn Bhd. In this role, heoversaw the company’s overall operations and strategic direction, focusing on growth, profitability, and alignment with businessobjectives. From June 2015 to July 2017, Dr. Tan was the chief operating officer of E-Gate Services Sdn Bhd. His responsibilities includedmanaging day-to-day operations and ensuring company efficiency to meet organizational goals. From March 2020 to June 2024, Dr. Tan servedas an advisor to our Company, providing valuable insights into our business affairs. Dr. Tan holds a Bachelor’s degree in buildingmanagement from Sheffield Hallam University since 2006 and a Ph.D. in strategic financial management from Global University of LifelongLearning. Dr. Tan is qualified to serve on the Board due to his extensive executive experience.

WeiPing Leong has been a Director since August 2024. He commenced his professional career with various established professionalfirms including KPMG. During his tenure with these professional firms, he specialized in statutory and internal auditing, as well as advisorywork including initial and secondary offering, domestic and cross-border mergers and acquisitions. He was the founder of Sands CapitalSdn Bhd in 2012, specializing in audit and advisory work, where he oversaw every operation of the company, until 2013. He is also theCo-Founder of ZORIXchange, a crypto currency exchange platform, and he is responsible for increasing company revenue with professionalstrategies, developing new business opportunities and expanding brand influence. He holds directorships at several companies, includingDirector at WInvest Global Sdn Bhd since 2013, Executive Director at Asia Television Digital Media Limited since 2020 and Director atATV News Southeast Asia since 2021. Mr. Leong holds a Bachelor Degree of Commerce in Accounting and Finance from Curtin University ofTechnology, Perth, Australia, and a Master Degree of Commerce in Accounting and Finance, from Macquarie University, Sydney, Australia.Mr. Leong is qualified to serve on the Board due to his extensive experience in international business operations.

WaiKuan Chan has been a Director since September 2024. Mr. Chan brings with him his expertise in sales and business development.He was a Sales Director of Skyway Motorsports Sdn Bhd from 2008 to 2009, where he spearheaded sales initiatives for high-performance andluxury vehicles as well as collaborated with marketing teams to design and launch promotional campaigns. From 2010 to 2012, he joinedNaza Motor Sdn Bhd as their Sales Director, where he was responsible for directing sales operations for multiple automotive brands underthe Naza Group and managed a large sales force across various regions in Malaysia. Mr. Chan then co-founded Lẻ-Hase Motor Sdn Bhdin 2012, where he oversaw all aspects of the business and developed business strategies and operational processes until 2014. In 2014,he joined Hap Seng Star Sdn Bhd as Sales Director, where he was tasked with leading sales strategies for luxury automotive brands, manageda team of sales professionals, developed and implemented customer relationship management strategies until 2018. Mr. Chan founded CasaTropical Enterprise in 2018, which he is managing to the present day, with his responsibilities including overseeing product development,marketing strategies and international distribution channels, developing and implementing strategic business plans and managing key stakeholderrelationships. Mr. Chan is qualified to serve on the Board due to his extensive expertise in driving market expansion and revenue growth.

Code of Ethics

Our Board has adopted a written code of businessconduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer,principal financial officer and principal accounting officer or controller, or persons performing similar functions. We have posted onour website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, anyprovision of the Code.

Board Leadership Structure and Risk Oversight

Our Board has responsibility for the oversightof our risk management processes and, either as a whole or through its committees, regularly discusses with management our major riskexposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes receivingregular reports from Board committees and members of senior management to enable our Board to understand our risk identification, riskmanagement and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory,cybersecurity, strategic and reputational risk.

Board of Directors

Our business and affairsare managed under the direction of our Board. Our Board consists of five directors, three of whom qualify as “independent”under the listing standards of Nasdaq.

Directors serve until the next annual meetingand until their successors are elected and qualified. Officers are appointed to serve until their successors have been elected and qualified.

Director Independence

Our Boardis composed of a majority of “independent directors” as defined under the rules of Nasdaq. We use the definition of “independence”applied by Nasdaq to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an “independent director” is aperson other than an officer or employee of the company or any other individual having a relationship which, in the opinion of the Company’sBoard, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listingrules provide that a director cannot be considered independent if:

Under such definitions, ourBoard has undertaken a review of the independence of each director. Based on information provided by each director concerning his background,employment and affiliations, our Board has determined that Jeremy Roberts, Marco Baccanello and Joseph “Bobby” Banks are independentdirectors of the Company.

Committees of theBoard of Directors

Our Board has established an audit committee,a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each of the committeesof our Board are described below. Members serve on these committees until their resignation or until as otherwise determined by our Board.

Audit Committee

We have established an audit committee consistingof Kok Pin “Darren” Tan, Wei Ping Leong and Wai Kuan Chan. Wei Ping Leong is the Chairman of the audit committee. Inaddition, our Board has determined that Wei Ping Leong is an audit committee financial expert within the meaning of Item 407(d) of RegulationS-K under the Securities Act. The audit committee’s duties, which are specified in our Audit Committee Charter, include,but are not limited to: