TREASURE GLOBAL INC

Treasure Global Inc operates in the online-to-offline e-commerce and digital payments industry in Southeast Asia, with its primary market being Malaysia. The Southeast Asian economy had a gross domestic product of US$3.66 trillion ¹ as of 2022, and Malaysia's GDP growth averaged more than 4.5% ² from 2016 to 2019, experienced a deficit of -5.5% ³ in 2020 due to the COVID-19 pandemic, rebounded to 3.1% ⁴ and 8.7% ⁵ in 2021 and 2022 respectively, and is expected to maintain an average annual growth rate of 4.5% ⁶ for the next five years. Malaysia's GDP amounted to US$337 billion ⁷ in 2020 and is projected to reach approximately US$500 billion ⁸ by 2025. The Southeast Asia population grew from approximately 525 million ⁹ people in 2000 to 681 million ¹⁰ in 2022, while Malaysia's population grew from approximately 23 million ¹¹ in 2000 to approximately 33 million ¹² in 2022. Malaysia's urbanization rate increased from approximately 71.61% ¹³ in 2011 to approximately 77.7% ¹⁴ in 2022. Internet usage in Southeast Asia increased with 20 million ¹⁵ new users added in 2022 for a total of 460 million ¹⁶ compared to 360 million ¹⁷ in 2019 and 440 million ¹⁸ in 2021. In 2022, 94% ¹⁹ of Malaysia's population was online, compared to approximately 62% ²⁰ in 2013. The gross merchandise value of Southeast Asia's Internet economy was expected to reach approximately US$200 billion ²¹ by year end 2022 and is forecast to grow to over US$360 billion ²² by 2025. Malaysia's internet economy grew from $14 billion ²³ in 2020 to $21 billion ²⁴ in 2021, representing 47% ²⁵ growth, and is expected to grow to $35 billion ²⁶ in 2025.

The ZCITY App competes with other online platforms and apps for merchants and consumers. Within the Malaysian market, the principal competitors to the ZCITY App include Fave and Shopback. The company competes for consumers and merchants based on its ability to deliver a personalized e-commerce experience with an easy-to-use mobile app, unique cross-business reward system, instant rebate and cashback, and a trusted payment gateway. The ZCITY App differentiates itself through its proprietary artificial intelligence technology that scours available databases to identify and create opportunities to extrapolate the greatest value from data, analyze consumer behavior, and roll out attractive rewards-based campaigns for targeted audiences. The company believes this AI technology is currently a unique market differentiator. The ZCITY App operates under the hashtag "#RewardsOnRewards" and allows users to spend ZCITY App-based Reward Points and ZCITY Cash Vouchers with discount benefits at checkout. As of October 13, 2026, the company had 2,715,386 registered users ²⁷ and 2,027 registered merchants ²⁸.

Treasure Global Inc generates revenue through its ZCITY App, an online-to-offline e-commerce platform that offers consumers and merchants instant rebates and affiliate cashback programs while providing a seamless e-payment solution with rebates in both e-commerce and physical retailer settings. The company's revenue streams consist of Consumer Facing revenues and Merchant Facing revenues, further categorized as product and loyalty program revenue, transaction revenue, and agent subscription revenue. The ZCITY App was launched in Malaysia in June 2020 and is free to download from the Google Play Store, Apple iOS Store, and Huawei AppGallery. The platform has partnered with Malaysia's leading payment gateway, iPay88, for secure and convenient transactions, and users can enjoy cashless shopping experiences with rebates when they shop with e-commerce and retail merchants through e-wallet providers such as Touch'n Go eWallet, Boost eWallet, GrabPay eWallet, and credit card/online banking like FPX, as well as Visa and Mastercard. The ZCITY App is affiliated with more than five ²⁹ local services providers such as Shopee and Lazada. The company's mission is to bring together the worlds of online e-commerce and offline physical retailers, widening consumer choice and rewarding loyalty while sustaining and enhancing earning potential.

The ZCITY App provides multiple functions including registration and account verification, geo-location-based homepage, affiliate partnership, bill payment and prepaid services, branded e-Vouchers, user engagement through gamification with the "Spin & Win" minigame, ZCITY RAHMAH Package in collaboration with the Ministry of Domestic Trade and Cost of Living, TAZTE Smart F&B system, and Zstore e-mall service. The TAZTE Smart F&B system was developed since December 2022 but was discontinued as of June 2024 due to insufficient participation from merchant clients. The ZCITY RAHMAH Package offers a comprehensive package of living essential e-vouchers for items such as petrol, food, and bills at reduced prices to assist low-income Malaysians. The Zstore e-mall service offers group-buys and instant rebate to users with embedded AI and big data analytics. The Reward Points program provides 200 RP ³⁰ for registration as a new user, 100 RP ³¹ for referral of a new user, conversion of Malaysian ringgit spent into RP, 50% ³² RP of every user paid amount, and 25% ³³ RP of every referred user paid amount as a result of the referral. For bill payments, the maximum RP deduction is up to 3% ³⁴ of the bill amount, and for e-vouchers, the maximum deduction is up to 5% ³⁵ of the voucher amount.

The company has entered into various strategic partnerships and agreements. Retail merchant agreements allow merchants to sell products on the ZCITY App for which the company receives a commission ranging from 1% to 10% ³⁶ depending on the category of goods or services. Service provider agreements with Coup Marketing Asia Pacific Sdn. Bhd. D/B/A Pay's Gift and MOL Access Portal Sdn. Bhd. D/B/A Razer Gold provide e-vouchers for use on the ZCITY App. The iPay88 agreement provides payment gateways for which iPay88 receives a fee ranging from 1.0% to 1.6% ³⁷ of the processed transaction. The Digi agreement provides bill payment services for which the company receives a commission of 0.5% ³⁸ for each transaction and 2.5% ³⁹ for each prepaid reload. The company has also entered into a business partner agreement with CIMB Bank to establish a payment gateway. On October 10, 2024, the company entered into a service partnership agreement with Octagram Investment Limited to design, develop and deliver mini-game modules to be integrated into the ZCity App for a total consideration of $2,800,000 ⁴⁰, payable through the issuance of company shares, including a flat fee of $10,000 ⁴¹ per month for ongoing technical support for a period of five years. As of June 30, 2026, the first mini-game module has been delivered, and a total of $600,000 ⁴² in prepaid technical support fees has been recorded as a prepaid expense, with a remaining balance of $480,000 ⁴³, of which $360,000 ⁴⁴ was classified as non-current.

During the fiscal year, the company completed several significant operational and capital developments. On October 21, 2025, the company entered into a Sale and Purchase Agreement with Nexe Cloud Limited for the purchase of an AI server for a total consideration of US$750,000 ⁴⁵, payable as US$280,000 ⁴⁶ in cash and US$470,000 ⁴⁷ through the issuance of shares of common stock at a cost basis of US$0.90 ⁴⁸ per share. On December 4, 2025, the company effected a 1-for-20 ⁴⁹ reverse stock split of its common stock, effective December 5, 2025. On December 10, 2025, the company entered into a securities purchase agreement with certain institutional investors pursuant to which the company issued and sold 250,000 ⁵⁰ shares of common stock at an offering price of $10.00 ⁵¹ per share in a registered direct offering for aggregate gross proceeds of approximately $2,500,000 ⁵². On December 22, 2025, the company entered into a Share Sale Agreement to sell 100% ⁵³ of the issued and outstanding ordinary shares of Tadaa Ventures Sdn. Bhd., its investment holding subsidiary that owns 100% ⁵⁴ of Bowlcrafted Sdn. Bhd., for a purchase consideration consisting entirely of ordinary shares of Reveillon Group Limited having an agreed aggregate value of US$1,400,000 ⁵⁵ at an issuance price of US$2.00 ⁵⁶ per share. On January 28, 2026, the company entered into an At The Market Offering Agreement with Kingswood Capital Partners, LLC, pursuant to which the company may offer and sell shares of common stock having an aggregate offering price of up to $10,085,000 ⁵⁷. On May 26, 2026, the company entered into a Subscription Agreement with Legacy Trustee Berhad to issue and sell an aggregate of $1,200,000 ⁵⁸ of shares of common stock in a private placement, payable in four equal tranches of $300,000 ⁵⁹ each. On August 20, 2026, the company entered into two Sale and Purchase Agreements for the sale of the company's interests in V Gallant Limited shares and Reveillon Group Limited shares, with purchase prices of USD 5,200,000 ⁶⁰ and USD 1,400,000 ⁶¹ respectively, payable in 36 ⁶² monthly milestone payments commencing September 1, 2026. On August 26, 2026, the company entered into three separate Software Development Agreements for the design, development, and delivery of a Lifestyle Membership and Experience Platform with an aggregate software development fee of US$3,000,000 ⁶³, payable in milestone payments.

For the year ended June 30, 2026, the company had approximately $1.6 million ⁶⁴ cash on hand, an accumulated deficit of approximately $72.5 million ⁶⁵ at June 30, 2026, a net loss of approximately $11.1 million ⁶⁶ for the year ended June 30, 2026, and approximately $6.9 million ⁶⁷ net cash used by operating activities for the year ended June 30, 2026. The company has incurred substantial operating losses since inception and anticipates incurring additional losses until such time, if ever, that it will be able to effectively market its products. Management believes that there is substantial doubt in the company's ability to continue as a going concern for twelve months from the issuance of the consolidated financial statements. The company will seek to obtain additional capital through the sale of debt or equity financing or other arrangements to fund operations. As of June 30, 2026, the company had a total of 12 ⁶⁸ full-time employees. The company's principal executive offices are located at 276 5th Avenue, Suite 704 #739, New York, New York 10001 and B03-C-13A, Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.

The company's growth strategy focuses on the recruitment of new consumers and the registration of as many merchants as possible in the most efficient way in the shortest amount of time. The company believes that this approach establishes a cycle where more consumers lead to more merchants and more merchants lead to more consumers. External partnerships play an important part in the business, as the company will continue sourcing more delivery partners to offer merchants greater flexibility. The company's main goal is focused on consumer growth by providing a smarter shopping experience from ordering to receiving goods and services as one seamless process, with marketing efforts focused on attracting consumers by awarding RP upon the execution of successful transactions where they can redeem instant rebates. Merchant growth is pursued through the ZCITY App's potential to pioneer a generation of technologically astute "Smart Merchants," with merchants able to gain access to a significant consumer database of nearly 2.7 million ⁶⁹ registered users currently for their own brand marketing.

The company is continuously enhancing the ZCITY App through adding further strategic partnerships, with collaborations expected to enable merchants and consumers to have more options to choose from and the delivery speed and rates related to transparency benefiting all parties. With proven systems and by leveraging its large network, leading technology, operational excellence, and product expertise, the company expects the ZCITY App to launch and scale expansion plans to neighboring countries such as Indonesia, Thailand, and Japan, by partnering with or acquiring local establishments. In order to complement organic growth strategy, the company will continue to evaluate investment and acquisition opportunities that will enable it to become market leaders. The company's anticipated investments and acquisitions of other e-commerce platforms in different verticals are expected to expand service offerings and attract new consumers and merchants, with negotiations expected with acquisition targets in the e-Commerce industries, and such acquisitions expected to be financed through internal and potential financings from the stock market.

The company has entered into several software development agreements to expand its technology platform. On March 11, 2026, TADAA Technologies Sdn Bhd entered into a Software Enhancement Agreement with Apexcode Innovations Sdn Bhd for software development services. On May 28, 2026, the company entered into a Software Development Agreement with Nexe Cloud Limited. On August 17, 2026, the company entered into a Software Enhancement Agreement with Keen Success Technology Ltd for software enhancement services. On August 26, 2026, the company entered into three separate Software Development Agreements with Mestiz Technology Sdn Bhd, E Agro Digital Sdn Bhd, and Add2Cart Commerce Pte Ltd for the design, development, and delivery of a Lifestyle Membership and Experience Platform, with an aggregate software development fee of US$3,000,000 ⁷⁰ (US$1,000,000 ⁷¹ per agreement), payable in milestone payments, with payment potentially satisfied in cash, shares of common stock, or a combination thereof at the company's discretion. On September 11, 2026, the company entered into a Software Development Agreement with Mestiz Technology Sdn Bhd for additional software development services, with a development fee of US$1,000,000 ⁷² payable in milestone payments.

The company has entered into management consultancy and advisory agreements to support its strategic initiatives. On October 21, 2025 and October 27, 2025, the company entered into service agreements with WeShare Management Sdn. Bhd. and Astute All Advisory Ltd., respectively, pursuant to which WeShare and Astute agreed to provide management consultancy, business strategy, and advisory services. The WeShare agreement has a two-year term beginning October 21, 2025, and the Astute agreement has a 24-month ⁷³ term beginning October 27, 2025. The service fees under each agreement consist of total consideration of $1,500,000 ⁷⁴, payable through the issuance of the company's common stock. As of June 30, 2026, the company had issued 83,334 ⁷⁵ and 88,236 ⁷⁶ shares to Astute and WeShare, respectively, with an aggregate fair value of $3,000,000 ⁷⁷ as prepaid service fee, with a remaining balance of $2,000,000 ⁷⁸ of which $500,000 ⁷⁹ is classified as non-current.

The company has pursued acquisition opportunities to expand its business. On November 18, 2025, the company entered into a non-binding Letter of Intent with Tee Chee Siong to acquire 51% ⁸⁰ of the issued share capital of Quarters Elite Advisory Sdn Bhd for a purchase consideration of RM5,160,000 ⁸¹ (approximately US$1,200,000 ⁸²), subject to the execution of a definitive agreement and completion of due diligence. On July 20, 2026, Tadaa Capital Sdn. Bhd., a subsidiary of the company, entered into a Share Sale Agreement to acquire shares in a target company from certain vendors. The company's anticipated investments and acquisitions of other e-commerce platforms in different verticals are expected to expand service offerings and attract new consumers and merchants.

The company faces substantial doubt about its ability to continue as a going concern. The company has incurred substantial operating losses since inception and anticipates incurring additional losses until such time, if ever, that it will be able to effectively market its products. The company will seek to obtain additional capital through the sale of debt or equity financing or other arrangements to fund operations; however, there can be no assurance that the company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities may contain covenants and limit the company's ability to pay dividends or make other distributions to stockholders. If the company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to these factors, management believes that there is substantial doubt in the company's ability to continue as a going concern for twelve months from the issuance of the consolidated financial statements. If the company has insufficient capital to operate its business under its current business plan, it has contingency plans that include, among other things, the delay of the introduction of new products and a reduction in headcount which is expected to substantially reduce revenue growth and delay profitability.

The company faces risks related to its international operations and expansion plans. The company operates and expands internationally and expects to expand its international operations significantly by accessing new markets abroad and expanding its offerings in new languages, including not less than all languages in SEA countries and Japan. The company's platform is now available in English and several other languages. However, the company may have difficulty modifying its technology and content for use in non-English-speaking markets or fostering new communities in non-English-speaking markets. The company's ability to manage its business and conduct its operations internationally requires considerable management attention and resources, 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 most international markets, the company would not be the first entrant, and its competitors may be better positioned than the company to succeed.

The company faces risks related to its reliance on email, internet search engines and application marketplaces to drive traffic to the ZCITY App. Email continues to be a verification source of organic traffic for the company. If email providers or internet service providers implement new or more restrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to users or for user verification process. Certain email providers, including Google, categorize the company's emails as "promotional," and these emails are directed to an alternate, and less readily accessible, section of a users' inbox. If email providers materially limit or halt the delivery of the company's emails, or if the company fails to deliver emails to users in a manner compatible with email providers' email handling or authentication technologies, the company's ability to contact users through email could be significantly restricted. In addition, if the company is placed on "spam" lists or lists of entities that have been involved in sending unwanted, unsolicited emails, marketing campaigns and business updates could be substantially harmed. The company relies heavily on Internet search engines, such as Google, to drive traffic to the ZCITY App through their unpaid search results and on application marketplaces to drive downloads of its applications. Although search results and application marketplaces have allowed the company to attract a large audience with low organic traffic acquisition costs to date, if they fail to drive sufficient traffic to the ZCITY App, the company may need to increase its marketing spend to acquire additional traffic.

There is substantial doubt about the company's ability to continue as a going concern. The company has incurred substantial operating losses since inception, with approximately $1.6 million ⁸³ cash on hand, an accumulated deficit of approximately $72.5 million ⁸⁴ at June 30, 2026, a net loss of approximately $11.1 million ⁸⁵ for the year ended June 30, 2026, and approximately $6.9 million ⁸⁶ net cash used by operating activities for the year ended June 30, 2026. Management believes there is substantial doubt in the company's ability to continue as a going concern for twelve months from the issuance of the consolidated financial statements. The company will seek to obtain additional capital through the sale of debt or equity financing or other arrangements to fund operations; however, there can be no assurance that it will be able to raise needed capital under acceptable terms, if at all. If the company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. The company has experienced repeated periods of non-compliance with Nasdaq's $1.00 minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). On August 17, 2023, the company received a notice of non-compliance and subsequently effected a 1-for-70 ⁸⁷ reverse stock split on February 27, 2024, after which it regained compliance. On November 20, 2024, the company received a second notice of non-compliance with the bid price rule, providing a 180-day ⁸⁸ compliance period through May 19, 2025. On April 7, 2025, the company effected a 1-for-50 ⁸⁹ reverse stock split. On December 2, 2025, the Listing Qualifications Staff of Nasdaq issued a Staff Determination indicating that the company was not in compliance with the minimum bid price requirement and that it was not eligible to receive a compliance period. Nasdaq noted that the company had effected a 1-for-70 ⁹⁰ reverse stock split on February 27, 2024 and a 1-for-50 ⁹¹ reverse stock split on April 7, 2025, resulting in a cumulative 1-for-3,500 ⁹² reverse split ratio, and that the company's closing bid price had been below $1.00 ⁹³ per share for 30 ⁹⁴ consecutive business days from October 15 through November 28, 2025. On December 5, 2025, the company effected an additional 1-for-20 ⁹⁵ reverse stock split. The company elected to request a hearing before a Nasdaq Hearings Panel to appeal the Staff Determination. On December 23, 2025, the company received a formal notice from Nasdaq indicating that it has regained compliance with Nasdaq's minimum bid price requirement. The company is now in compliance with the Nasdaq Capital Market's listing requirements. Nasdaq has confirmed that the previously scheduled hearing before the Nasdaq Hearings Panel on January 27, 2026, has been cancelled. Nevertheless, there can be no assurance that the company will maintain compliance with Nasdaq's listing requirements or that the Hearings Panel will grant its request for continued listing. Any delisting determination by Nasdaq could seriously decrease or eliminate the value of an investment in the company's common stock and other securities linked to its common stock. The company also faces risks related to its reliance on email, internet search engines and application marketplaces to drive traffic to the ZCITY App. If email providers or internet service providers implement new or more restrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to users or for user verification process. Certain email providers, including Google, categorize the company's emails as "promotional," and these emails are directed to an alternate, and less readily accessible, section of a users' inbox. If email providers materially limit or halt the delivery of the company's emails, or if the company fails to deliver emails to users in a manner compatible with email providers' email handling or authentication technologies, the company's ability to contact users through email could be significantly restricted. In addition, if the company is placed on "spam" lists or lists of entities that have been involved in sending unwanted, unsolicited emails, marketing campaigns and business updates could be substantially harmed. The company relies heavily on Internet search engines, such as Google, to drive traffic to the ZCITY App through their unpaid search results and on application marketplaces to drive downloads of its applications. Although search results and application marketplaces have allowed the company to attract a large audience with low organic traffic acquisition costs to date, if they fail to drive sufficient traffic to the ZCITY App, the company may need to increase its marketing spend to acquire additional traffic. The company cannot assure that the value ultimately derived from any such additional traffic would exceed the cost of acquisition, and any increase in marketing expense may in turn harm operating results. The amount of traffic the company attracts from search engines is due in large part to how and where information from and links to its 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 the company's direct control, and may change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that may have reduced the prominence of links to the ZCITY App and negatively impacted traffic, and the company expects they will continue to make such changes from time to time in the future. Similarly, marketplace operators may make changes to their marketplaces that make access to the company's products more difficult. For example, the company's applications may receive unfavorable treatment compared to the promotion and placement of competing applications, such as the order in which they appear within marketplaces. The company may not know how or otherwise be in a position to influence search results or its treatment in application marketplaces. With respect to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently interpreted. For example, Google previously announced that the rankings of sites showing certain types of app install interstitials could be penalized on its mobile search results pages. While the company believes the type of interstitial it currently uses is not being penalized, it cannot guarantee that Google will not unexpectedly penalize its app install interstitials, causing links to its mobile website to be featured less prominently in Google's mobile search results and harming traffic to the ZCITY App as a result. In some instances, search engine companies and application marketplaces may change their displays or rankings in order to promote their own competing products or services or the products or services of one or more of the company's 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 impacted the search ranking of the company's website. Because Google in particular is the most significant source of traffic to the company's website, accounting for a substantial portion of the visits to its website, the company's success depends on its ability to maintain a prominent presence in search results for queries regarding local businesses on Google. As a result, Google's promotion of its own competing products, or similar actions by Google in the future that have the effect of reducing the company's prominence or ranking on its search results, could have a substantial negative effect on its business and results of operations. The company also faces risks related to its international operations and expansion plans. The company operates and expands internationally and expects to expand its international operations significantly by accessing new markets abroad and expanding its offerings in new languages, including not less than all languages in SEA countries and Japan. The company's platform is now available in English and several other languages. However, the company may have difficulty modifying its technology and content for use in non-English-speaking markets or fostering new communities in non-English-speaking markets. The company's ability to manage its business and conduct its operations internationally requires considerable management attention and resources, 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 most international markets, the company would not be the first entrant, and its competitors may be better positioned than the company to succeed. Expanding internationally may subject the company to risks that it has either not faced before or increase its exposure to risks that it currently faces, including risks associated with recruiting and retaining qualified, multi-lingual employees, including customer support personnel; increased competition from local websites and guides and potential preferences by local populations for local providers; compliance with applicable foreign laws and regulations, including different privacy, censorship and liability standards and regulations and different intellectual property laws; providing solutions in different languages for different cultures, which may require that the company modify its solutions and features to ensure that they are culturally relevant in different countries; the enforceability of its intellectual property rights; credit risk and higher levels of payment fraud; compliance with anti-bribery laws; currency exchange rate fluctuations; foreign exchange controls that might prevent the company from repatriating cash earned outside the United States; political and economic instability in some countries; double taxation of its international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which it operates; and higher costs of doing business internationally. The company also faces risks related to its reliance on cloud-based applications and platforms to operate and deliver its products and services. The company relies on cloud-based applications and platforms for critical business functions. The company is also migrating a significant portion of its computing infrastructure to third party hosted cloud-based computing platforms. If the company is not able to complete this migration on its expected timeline, it could incur additional costs. Further, these migrations can be risky and may cause disruptions to the availability of its products due to service outages, downtime or other unforeseen issues that could increase its costs. The company also may be subject to additional risk of cybersecurity breaches or other improper access to its data or confidential information during or following migrations to cloud-based computing platforms. In addition, cloud computing services may operate differently than anticipated when introduced or when new versions or enhancements are released. As the company increases its reliance on cloud-based computing services, its exposure to damage from service interruptions may increase. In the event any such issues arise, it may be difficult for the company to switch its operations from its primary cloud-based providers to alternative providers. Further, any such transition could involve significant time and expense and could negatively impact its ability to deliver its products and services, which could harm its financial condition and results of operations. The company also faces risks related to its reliance on technical infrastructure and certain third-party service providers. The company's ability to attract, retain and serve customers is dependent upon the reliable performance of its ZCITY App and the underlying technical infrastructure. The company may fail to effectively scale and grow its technical infrastructure to accommodate these increased demands. In addition, the company's business will be reliant upon third party partners such as financial service providers and cash-out providers, payment terminals and equipment providers. Any disruption or failure in the services from third party partners used to facilitate the company's business could harm its business. Any financial or other difficulties these partners face may adversely affect the company's business, and the company exercises little control over these partners, which increases vulnerability to problems with the services they provide. The company also faces risks related to its intellectual property rights. The future success of the company's business is dependent upon the intellectual property rights surrounding its technology, including trade secrets, know-how and continuing technological innovation. Although the company will seek to protect its proprietary rights, its actions may be inadequate to protect any proprietary rights or to prevent others from claiming violations of their proprietary rights. There can be no assurance that other companies are not investigating or developing other technologies that are similar to the company's technology. In addition, effective intellectual property protection may be unenforceable or limited in certain countries, and the global nature of the Internet makes it impossible to control the ultimate designation of the company's technology. Any of these claims, with or without merit, could subject the company to costly litigation. If the protection of proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of the company's brand and other intangible assets may be diminished. Any of these events could have an adverse effect on the company's business and financial results. Effective trade secret, copyright, trademark and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending the company's rights. The company is seeking to protect its trademarks and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful or which the company may not pursue in every location. Litigation may be necessary to enforce the company's intellectual property rights, protect its respective trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect the company's business and operating results. The company may incur significant costs in enforcing its trademarks against those who attempt to imitate its brand. If the company fails to maintain, protect and enhance its intellectual property rights, its business and operating results may be harmed. The company also faces risks related to its failure to maintain effective internal controls over financial reporting. In preparing the consolidated financial statements as of and for the year ended June 30, 2026, the company and its independent registered public accounting firms identified 2 ⁹⁶ material weaknesses and other control deficiencies including significant deficiencies in its internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board. The material weaknesses identified included: (1) Inadequate U.S. GAAP expertise. The current accounting staff is inexperienced in applying U.S. GAAP standard as they are primarily engaged in ensuring compliance with International Financial Reporting Standards accounting and reporting requirement for the company's consolidated operating entities, and thus require substantial training. The current staff's accounting skills and understanding as to how to fulfill the requirements of U.S. GAAP-based reporting, including subsidiary financial statements consolidation, are inadequate; and (2) Inadequate internal audit function. The company lacks a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lacks adequate policies and procedures in internal audit function to ensure that its policies and procedures have been carried out as planned. Following the identification of the material weaknesses and control deficiencies, the company plans 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 system control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for its accounting and financial reporting personnel; (iii) establishing internal audit function by engaging an external consulting firm to assist with assessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control; and (iv) strengthening corporate governance. However, the implementation of these measures may not fully address the material weaknesses in the company's internal control over financial reporting. The company's failure to correct the material weaknesses or its failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in its consolidated financial statements and could also impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, the company's business, financial condition, results of operations and prospects, as well as the trading price of its common stocks, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders the company's ability to prevent fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. If the company fails to have effective controls and procedures for financial reporting in place, it could be unable to provide timely and accurate financial information which could result in an investigation by the SEC and civil or criminal sanctions; investors losing confidence in the accuracy of its periodic reports filed under the Exchange Act; and a decline in its stock price. The company also faces risks related to cybersecurity incidents. The company operates cloud-based systems and third-party integrations to support its platform and software services. In May 2025, the company detected unauthorized changes to its domain, DNS, and email configurations, which caused it to suspend operations on its ZCITY App for 44 ⁹⁷ days, however no evidence of data exfiltration or compromise involving customer data, financial information, or internal systems was found and the incident did not have any material adverse effect on its business or financial prospects. The company has increased its security protocols and migrated to a new domain for its ZCity App. However, cybersecurity events may recur and could result in operational disruption, loss of data, regulatory inquiries, litigation, reputational harm, and additional costs for response and remediation. If any of these events were to occur it could have a material adverse effect on the company's business and financial condition. The company also faces risks related to customer and prepayment concentration. A limited number of customers and counterparties accounted for a meaningful portion of the company's revenues, receivables and prepayments. If a major customer reduces or delays orders, or if prepayments to project counterparties are not realized as planned, the company's results of operations and liquidity could be adversely affected, including potential impairments or allowances. The company also faces risks related to regulation of gift cards or "E-vouchers." The company's platform's payment system inevitably provides its customers with reward points that may or may not be deemed gift certificates, store gift cards, general-use prepaid cards or other vouchers or "gift cards," subject to various laws of multiple jurisdictions. Many of these laws include specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. Various companies that provided deal products similar to the company's around the world are currently or were defendants in purported class action lawsuits. The application of various other laws and regulations to the company's products is uncertain. These include laws and regulations pertaining to unclaimed and abandoned property, partial redemption, revenue-sharing restrictions on certain trade groups and professions, sales and other local taxes and the sale of alcoholic beverages. In addition, the company may become, or be determined to be, subject to United States federal or state laws or laws in Malaysia or other countries where it operates regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USA Patriot Act and other similar future laws or regulations in the United States and in the applicable SEA or East Asia countries. If the company becomes subject to claims or is required to alter its business practices as a result of current or future laws and regulations, its revenue could decrease, its costs could increase and its business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm the company's business. The company also faces risks related to privacy regulations. The company receives, collects, stores, processes, transfers and uses 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 information and other content, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries, or conflict with other laws and regulations. The company is also subject to the terms of its privacy policies and obligations to third parties related to privacy, data protection and information security. The company strives to comply with applicable laws, regulations, policies and other legal obligations relating to privacy, data protection and information security to the extent possible. However, the regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that the company does not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other rules or the company's practices. Further, any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security or disclosure of the company's users' data, or their interpretation, or any changes regarding the manner in which the express or implied consent of users for the collection, use, retention or disclosure of such data must be obtained, could increase the company's costs and require it to modify its services and features, possibly in a material manner, which it may be unable to complete, and may limit its ability to store and process user data or develop new services and features. The company also expects that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions. Any failure or perceived failure by the company to comply with its posted privacy policies, its privacy-related obligations to users or other third parties or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against the company by consumer advocacy groups or others and could result in significant liability, cause its users to lose trust in it, and otherwise have an adverse effect on its reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of the company's users may limit the adoption and use of, and reduce the overall demand for, its ZCITY App. Additionally, if third parties the company works with violate applicable laws, regulations or agreements, such violations may put its users' data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims or public statements against the company by consumer advocacy groups or others and could result in significant liability, cause its users to lose trust in it and otherwise have an adverse effect on its reputation and business. Further, public scrutiny of or complaints about technology companies or their data handling or data protection practices, even if unrelated to the company's business, industry or operations, may lead to increased scrutiny of technology companies, including the company, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase the company's costs and risks. The company also faces risks related to its failure to comply with laws and regulations applicable to its business. The company's business is subject to regulation by various governmental 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 and regulations impose added costs on the company's business. Noncompliance with applicable regulations or requirements could subject the company to: investigations, enforcement actions, and sanctions; mandatory changes to its network and products; disgorgement of profits, fines, and damages; civil and criminal penalties or injunctions; claims for damages by its customers or channel partners; termination of contracts; failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct its operations; and temporary or permanent debarment from sales to public service organizations. If any governmental sanctions are imposed, or if the company does not prevail in any possible civil or criminal litigation, its business, results of operations and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of its management's attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm the company's business, results of operations and financial condition. Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to the company's business practices and other penalties, which could negatively affect its business and results of operations. Changes in social, political and regulatory conditions or in laws and policies governing a wide range of topics may cause the company to change its business practices. Further, the company's expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect the company's business and results of operations in material ways. Moreover, the company is exposed to the risk of misconduct, errors and failure to functions by its management, employees and parties that it collaborates with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm its reputation and business. The company also faces risks related to the regulation of the internet generally. The company is also subject to regulations and laws in Malaysia specifically governing the internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the internet and e-commerce. Unfavorable resolution of these issues may harm the company's business and results of operations. The company also faces risks related to the economy of Malaysia. The company's business and prospects depend on the continuing development of the economy in Malaysia. The company cannot assure that the Malaysian economy will continue to grow at the same pace as in the past. 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 the company's 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 restructuring of the company's business objectives and could result in a partial or entire loss of an investment in the company. The company also faces risks related to changes in the policies of the Malaysian government. Policies of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect the company's interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of supplies or the expropriation or nationalization of private enterprises. The company cannot assure that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia's political, economic and social environment. The company also faces risks related to foreign exchange control policies in Malaysia. The ability of the company's subsidiaries to pay dividends or make other payments to the company may be restricted by the foreign exchange control policies in the countries where it operates. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia, the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where the company operates introduces any restrictions in the future, the company may be affected in its ability to repatriate dividends or other payments from its subsidiaries in Malaysia or in such other countries. Since the company is a holding company and relies principally on dividends and other payments from its subsidiaries for its cash requirements, any restrictions on such dividends or other payments could materially and adversely affect its liquidity, financial condition and results of operations. The company also faces risks related to inflation in Malaysia. While the Malaysian economy has experienced rapid growth over the last two decades, it has also experienced inflationary pressures. As governments take steps to address inflationary pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on currency conversions and foreign investment. There also may be imposition of price controls. If the company's revenues rise at a rate that is insufficient to compensate for the rise in its costs, it may have an adverse effect on its profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth, which may harm the company's business, financial condition and results of operations. If inflation increases significantly in SEA countries, the company's business, results of operations, financial condition and prospects could be materially and adversely affected. Should inflation in SEA countries, including Malaysia, increase significantly, the company's costs, including its staff costs are expected to increase. Furthermore, high inflation rates could have an adverse effect on the countries' economic growth, business climate and dampen consumer purchasing power. As a result, a high inflation rate in SEA countries, including Malaysia, could materially and adversely affect the company's business, results of operations, financial condition and prospects. The company also faces risks related to potential disruption in and other risks relating to its merchants' supply chain. The company's offline and online merchants obtain their products, or the raw materials comprised of their products or used in their services, from manufacturers and distributors located around the world, and may have entered into long-term contracts or exclusive agreements that would ensure their ability to acquire the types and quantities of products or raw materials they desire at acceptable prices and in a timely manner. Any potential disruption in and other risks relating to the offline or online merchants' supply chain as a result of the COVID-19 pandemic or Russia's invasion of Ukraine, could increase the costs of their products or services to consumers, potentially causing consumers to limit their spending or seek products or services from alternative businesses that may not be registered as a merchant with the company, which may ultimately affect the total number of users using the company's platform and harm its business, financial condition and results of operations. The company also faces risks related to foreign exchange risk. The company derives most of its revenue from the operations of its ZCITY App in Malaysia and expects to derive its revenue from Malaysia, other SEA countries and Japan in the future. The company's functional currencies will by necessity be the currencies of the countries of SEA and Japan. The company's reporting currency is the U.S. dollar. The company translates its results of operations using the average exchange rate for the period, unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions, and the company translates its financial position at the period-end exchange rate. Accordingly, any significant fluctuation between the currencies of countries of SEA and Japan on the one hand and the U.S. dollar on the other could expose the company to foreign exchange risk. Some of the currencies of the countries of SEA are not freely convertible. The foreign exchange management regime of many SEA countries has transitioned from a system of fixed multiple exchange rates controlled by the state banks to a system of flexible exchange rates regulated largely by market forces, though transfers of currency is regulated and controlled in some countries. A significant depreciation in many of the currencies of countries of SEA against major foreign currencies may have a material adverse impact on the company's results of operations and financial condition because its reporting currency 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 for currency conversions. If, in the future, the regulations restrict the company's ability to convert local currencies or there is insufficient foreign currency available in the market, the company may be unable to meet any foreign currency payment obligations. The company also faces risks related to fluctuations in exchange rates in the Malaysian Ringgit. The value of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia's political and economic conditions. The value of the company's common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies and other currencies in which the company's revenue may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S. dollar would affect the company's financial results reported in U.S. dollar terms without giving effect to any underlying change in its business or results of operations. As the company relies entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely affect its cash flows, revenues and financial condition. For example, to the extent that the company needs to convert U.S. dollars it receives from an offering of its securities into RM for its operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on the company's business, financial condition and results of operations. Conversely, if the company decides to convert its RM into U.S. dollars for the purpose of making dividend payments on its common stock or for other business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM the company converts would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a change to the company's operations and a reduction in the value of these assets. The company also faces risks related to geopolitical conditions, including acts of war or terrorism or unrest in the regions in which it operates. Most of the company's operations and business activities are conducted in Malaysia, whose economy and legal system remain susceptible to risks associated with an emerging economy and which is subject to higher geopolitical risks than developed countries. Social and political unrest could give rise to various risks, such as loss of employment and safety and security risks to persons and property. Additionally, the company's operations could be disrupted by acts of war, terrorist activity 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 the United States and other countries due to Russia's invasion of Ukraine in February 2022. It is not possible to predict the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy. Any such event may in turn have a material and adverse effect on the company's business, results of operations and financial position. The company also faces risks related to the fact that its principal assets are located outside of the United States and all of its directors and all its officers reside outside of the United States. All of the company's directors and officers reside outside of the United States. In addition, substantially all of the company's assets are located outside of the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. federal securities laws against the company in the courts of either the U.S. or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce such judgments in Malaysian courts. The company also faces risks related to its failure to maintain effective internal controls over financial reporting. The company is required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could adversely impact its public disclosures regarding its business, financial condition or results of operations. In addition, management's assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in the company's internal controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions that need to be addressed in the company's internal control over financial reporting, disclosure of management's assessment of its internal controls over financial reporting or disclosure of its public accounting firm's attestation to or report on management's assessment of its internal controls over financial reporting may have an adverse impact on the price of its common stock. In preparing the company's consolidated financial statements as of and for the year ended June 30, 2026, the company and its independent registered public accounting firms identified 2 ⁹⁸ material weaknesses and other control deficiencies including significant deficiencies in its internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board. A "material weakness" is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified included the following: (1) Inadequate U.S. GAAP expertise. The current accounting staff is inexperienced in applying U.S. GAAP standard as they are primarily engaged in ensuring compliance with International Financial Reporting Standards accounting and reporting requirement for the company's consolidated operating entities, and thus require substantial training. The current staff's accounting skills and understanding as to how to fulfill the requirements of U.S. GAAP-based reporting, including subsidiary financial statements consolidation, are inadequate; and (2) Inadequate internal audit function. The company lacks a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lacks adequate policies and procedures in internal audit function to ensure that its policies and procedures have been carried out as planned. Following the identification of the material weaknesses and control deficiencies, the company plans 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 system control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for its accounting and financial reporting personnel; (iii) establishing internal audit function by engaging an external consulting firm to assist with assessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control; and (iv) strengthening corporate governance. However, the implementation of these measures may not fully address the material weaknesses in the company's internal control over financial reporting. The company's failure to correct the material weaknesses or its failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in its consolidated financial statements and could also impair its ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, the company's business, financial condition, results of operations and prospects, as well as the trading price of its common stocks, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders the company's ability to prevent fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. If the company fails to have effective controls and procedures for financial reporting in place, it could be unable to provide timely and accurate financial information which could result in an investigation by the SEC and civil or criminal sanctions; investors losing confidence in the accuracy of its periodic reports filed under the Exchange Act; and a decline in its stock price. The company also faces risks related to the fact that it is an "emerging growth company" under the JOBS Act. The company is an "emerging growth company," as defined in the JOBS Act, and it may take advantage of certain exemptions from various reporting requirements that are not applicable to other public companies that are not "emerging growth companies" including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. The company cannot predict if investors will find its common stock less attractive because it may rely on these exemptions. If some investors find the company's common stock less attractive as a result, there may be a less active trading market for its common stock and its stock price may be more volatile. In addition, Section 107 of the JOBS Act also provides 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 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 otherwise apply to private companies. The company has chosen to take advantage of the extended transition period for complying with new or revised accounting standards. The company 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 its common stock pursuant to an effective registration statement under the Securities Act, although it will lose that status sooner if its revenues exceed $1.235 billion ⁹⁹, if it issues more than $1 billion ¹⁰⁰ in non-convertible debt in a three year period, or if the market value of its common stock that is held by non-affiliates exceeds $700 million ¹⁰¹ as of the last day of its most recently completed second fiscal quarter. The company also faces risks related to the elimination of personal liability against its directors and officers under Delaware law and the existence of indemnification rights held by its directors, officers and employees. The company's certificate of incorporation, as amended, eliminates the personal liability of its directors and officers to the company and its stockholders for damages for breach of fiduciary duty as a director or officer to the extent permissible under Delaware law. Further, the company's bylaws provide that it is obligated to indemnify each of its directors or officers to the fullest extent authorized by the Delaware law and, subject to certain conditions, advance the expenses incurred by any director or officer in defending any action, suit or proceeding prior to its final disposition. Those indemnification obligations could expose the company to substantial expenditures to cover the cost of settlement or damage awards against its directors or officers, which it may be unable to afford. Further, those provisions and resulting costs may discourage the company or its stockholders from bringing a lawsuit against any of its current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit its stockholders. The company also faces risks related to the fact that it has not paid dividends in the past and does not expect to pay dividends in the future. The company has never paid cash dividends on its common stock and does not anticipate paying cash dividends on its common stock in the foreseeable future. The company currently intends to retain any future earnings to support the development of its business and does not anticipate paying cash dividends in the foreseeable future. The company's payment of any future dividends will be at the discretion of its Board after taking into account various factors, including, but not limited to, its financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that it may be a party to at the time. In addition, the company's ability to pay dividends on its common stock may be limited by Delaware state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase the company's common stock. The company also faces risks related to cybersecurity incidents and ongoing cyber risk. The company operates cloud-based systems and third-party integrations to support its platform and software services. In May 2025, the company detected unauthorized changes to its domain, DNS, and email configurations, which caused it to suspend operations on its ZCITY App for 44 ¹⁰² days, however no evidence of data exfiltration or compromise involving customer data, financial information, or internal systems was found and the incident did not have any material adverse effect on its business or financial prospects. The company has increased its security protocols and migrated to a new domain for its ZCity App. However, cybersecurity events may recur and could result in operational disruption, loss of data, regulatory inquiries, litigation, reputational harm, and additional costs for response and remediation. If any of these events were to occur it could have a material adverse effect on the company's business and financial condition. The company also faces risks related to customer and prepayment concentration. A limited number of customers and counterparties accounted for a meaningful portion of the company's revenues, receivables and prepayments. If a major customer reduces or delays orders, or if prepayments to project counterparties are not realized as planned, the company's results of operations and liquidity could be adversely affected, including potential impairments or allowances. The company also faces risks related to regulatory risks. Failure to comply with laws and regulations applicable to its business could subject the company to fines and penalties and could also cause it to lose customers or otherwise harm its business. The company's business is subject to regulation by various governmental 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 and regulations impose added costs on the company's business. Noncompliance with applicable regulations or requirements could subject the company to: investigations, enforcement actions, and sanctions; mandatory changes to its network and products; disgorgement of profits, fines, and damages; civil and criminal penalties or injunctions; claims for damages by its customers or channel partners; termination of contracts; failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct its operations; and temporary or permanent debarment from sales to public service organizations. If any governmental sanctions are imposed, or if the company does not prevail in any possible civil or criminal litigation, its business, results of operations and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant diversion of its management's attention and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm the company's business, results of operations and financial condition. Any reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to the company's business practices and other penalties, which could negatively affect its business and results of operations. Changes in social, political and regulatory conditions or in laws and policies governing a wide range of topics may cause the company to change its business practices. Further, the company's expansion into a variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect the company's business and results of operations in material ways. Moreover, the company is exposed to the risk of misconduct, errors and failure to functions by its management, employees and parties that it collaborates with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance with applicable laws and regulations, which could harm its reputation and business. The company also faces risks related to the regulation of the internet generally. The company is also subject to regulations and laws in Malaysia specifically governing the internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services. These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the internet and e-commerce. Unfavorable resolution of these issues may harm the company's business and results of operations. The company also faces risks related to privacy regulations. The company receives, collects, stores, processes, transfers and uses 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 information and other content, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries, or conflict with other laws and regulations. The company is also subject to the terms of its privacy policies and obligations to third parties related to privacy, data protection and information security. The company strives to comply with applicable laws, regulations, policies and other legal obligations relating to privacy, data protection and information security to the extent possible. However, the regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that the company does not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other rules or the company's practices. Further, any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security or disclosure of the company's users' data, or their interpretation, or any changes regarding the manner in which the express or implied consent of users for the collection, use, retention or disclosure of such data must be obtained, could increase the company's costs and require it to modify its services and features, possibly in a material manner, which it may be unable to complete, and may limit its ability to store and process user data or develop new services and features. The company also expects that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions. Any failure or perceived failure by the company to comply with its posted privacy policies, its privacy-related obligations to users or other third parties or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions, litigation, claims or public statements against the company by consumer advocacy groups or others and could result in significant liability, cause its users to lose trust in it, and otherwise have an adverse effect on its reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of the company's users may limit the adoption and use of, and reduce the overall demand for, its ZCITY App. Additionally, if third parties the company works with violate applicable laws, regulations or agreements, such violations may put its users' data at risk, could result in governmental investigations or enforcement actions, fines, litigation, claims or public statements against the company by consumer advocacy groups or others and could result in significant liability, cause its users to lose trust in it and otherwise have an adverse effect on its reputation and business. Further, public scrutiny of or complaints about technology companies or their data handling or data protection practices, even if unrelated to the company's business, industry or operations, may lead to increased scrutiny of technology companies, including the company, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase the company's costs and risks. The company also faces risks related to the regulation of gift cards or "E-vouchers." The company's platform's payment system inevitably provides its customers with reward points that may or may not be deemed gift certificates, store gift cards, general-use prepaid cards or other vouchers or "gift cards," subject to various laws of multiple jurisdictions. Many of these laws include specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. Various companies that provided deal products similar to the company's around the world are currently or were defendants in purported class action lawsuits. The application of various other laws and regulations to the company's products is uncertain. These include laws and regulations pertaining to unclaimed and abandoned property, partial redemption, revenue-sharing restrictions on certain trade groups and professions, sales and other local taxes and the sale of alcoholic beverages. In addition, the company may become, or be determined to be, subject to United States federal or state laws or laws in Malaysia or other countries where it operates regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USA Patriot Act and other similar future laws or regulations in the United States and in the applicable SEA or East Asia countries. If the company becomes subject to claims or is required to alter its business practices as a result of current or future laws and regulations, its revenue could decrease, its costs could increase and its business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm the company's business. The company also faces risks related to the requirements of being a public company. As a public company, the company is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable securities rules and regulations. Compliance with these rules and regulations increases the company's legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on its systems and resources. The Exchange Act requires, among other things, that the company file annual, quarterly and current reports with respect to its business and operating results. The Sarbanes-Oxley Act requires, among other things, that the company maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve its disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could harm the company's business and operating results. The company may need to hire more employees in the future to maintain compliance with these requirements, which will increase its costs and expenses. In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. The company intends to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If the company's efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against the company and its business may be harmed. The company also expects that being a public company and these new rules and regulations will make it more expensive for it to obtain director and officer liability insurance, and it may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for the company to attract and retain qualified members of its Board, particularly to serve on its audit committee and renumeration committee, and qualified executive officers. As a result of disclosure of information in this Annual Report on Form 10-K and in its prior SEC filings, the company's business and financial condition has become more visible, which it believes may result in increased threatened or actual litigation, including by competitors and other third parties. If such claims are successful, the company's business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in the company's favor, these claims, and the time and resources necessary to resolve them, could divert the resources of its management and harm its business and operating results. The company also faces risks related to failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws. The company is required to comply the Malaysia's anti-corruption laws and the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, the company is required to maintain records that accurately and fairly represent its transactions and have an adequate system of internal accounting controls. Foreign companies, including some of the company's competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in Malaysia. If the company's competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving the company's competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put the company at a disadvantage. Although the company informs its personnel that such practices are illegal, it cannot assure that its employees or other agents will not engage in such conduct for which it might be held responsible. If the company's employees or other agents are found to have engaged in such practices, the company could suffer severe penalties and other consequences that may have a material adverse effect on its business, financial condition and results of operations. In addition, the company's brand and reputation, its sales activities or the price of its ordinary shares could be adversely affected if it becomes the target of any negative publicity as a result of actions taken by its employees or other agents. The company also faces risks related to litigation. The company and/or its directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, the company may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management's attention and resources and cause the company to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions may have a material adverse effect on the company's business, operating results or financial condition. Even if the claims are without merit, the costs associated with defending these types of claims may be substantial, both in terms of time, money, and management distraction. In particular, patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require the company to stop offering certain features, purchase licenses or modify its products and features while it develops non-infringing substitutes or may result in significant settlement costs. The results of litigation and claims to which the company may be subject cannot be predicted with certainty. Even if these matters do not result in litigation or are resolved in the company's favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm the company's business, results or operations and reputation. The company also faces risks related to potential liability and expense for legal claims based on the content on its ZCITY App. The company faces potential liability and expense for legal claims relating to the information that it publishes on its website and its ZCITY App, including claims for copyright or trademark infringement, among others. These claims could divert management time and attention away from the company's business and result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, the company may elect or be compelled to remove content or may be forced to pay substantial damages if it is unsuccessful in its efforts to defend against these claims. If the company elects or is compelled to remove valuable content from its website or mobile app, its ZCITY App may become less useful to consumers and its traffic may decline, which could have a negative impact on its business and financial performance. The company also faces risks related to its intellectual property rights. The future success of the company's business is dependent upon the intellectual property rights surrounding its technology, including trade secrets, know-how and continuing technological innovation. Although the company will seek to protect its proprietary rights, its actions may be inadequate to protect any proprietary rights or to prevent others from claiming violations of their proprietary rights. There can be no assurance that other companies are not investigating or developing other technologies that are similar to the company's technology. In addition, effective intellectual property protection may be unenforceable or limited in certain countries, and the global nature of the Internet makes it impossible to control the ultimate designation of the company's technology. Any of these claims, with or without merit, could subject the company to costly litigation. If the protection of proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the value of the company's brand and other intangible assets may be diminished. Any of these events could have an adverse effect on the company's business and financial results. Effective trade secret, copyright, trademark and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses and the costs of defending the company's rights. The company is seeking to protect its trademarks and domain names in an increasing number of jurisdictions, a process that is expensive and may not be successful or which the company may not pursue in every location. Litigation may be necessary to enforce the company's intellectual property rights, protect its respective trade secrets or determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect the company's business and operating results. The company may incur significant costs in enforcing its trademarks against those who attempt to imitate its brand. If the company fails to maintain, protect and enhance its intellectual property rights, its business and operating results may be harmed. The company also faces risks related to the confidentiality of its trade secrets. In addition to patent protection, the company also relies upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with its employees, consultants and third parties, to protect its confidential and proprietary information. In addition to contractual measures, the company tries to protect the confidential nature of its proprietary information using commonly accepted physical and technological security measures. Such measures 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 the company's proprietary information. The company's security measures may not prevent an employee or consultant from misappropriating its trade secrets and providing them to a competitor, and recourse the company takes against such misconduct may not provide an adequate remedy to protect its interests fully. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of the company's product that it considers proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Even though the company uses commonly accepted security measures, trade secret violations are 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 the company. If any of the company's confidential or proprietary information, such as its trade secrets, were to be disclosed or misappropriated, or if any such information were independently developed by a competitor, its business and competitive position could be harmed. The company also faces risks related to third parties asserting that its employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets. The company employs individuals who previously worked with other companies, including its competitors or potential competitors. Although the company tries to ensure that its employees and consultants do not use the proprietary information or know-how of others in their work for the company, it may be subject to claims that it or its employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If the company fails in defending any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, it may lose valuable intellectual property rights or personnel. Even if the company is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Management's message to shareholders emphasizes the company's mission to bring together the worlds of online e-commerce and offline physical retailers, widening consumer choice and rewarding loyalty while sustaining and enhancing earning potential. The company has created an innovative online-to-offline 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 and physical retailer settings. The company's proprietary product is the ZCITY App, which was successfully launched in Malaysia in June 2020. Through simplifying a user's e-payment gateway experience, as well as by providing great deals, rewards and promotions with every use, the company aims to make the ZCITY App Malaysia's top reward and payment gateway platform. The company's longer-term goal is for the ZCITY App and its ever-developing technology to become one of the most well-known commercialized applications more broadly in Southeast Asia and Japan. As of October 13, 2026, the company had 2,715,386 registered users ¹⁰³ and 2,027 registered merchants ¹⁰⁴. The company's strategic priorities for the period ahead include consumer growth through providing a smarter shopping experience from ordering to receiving goods and services as one seamless process, merchant growth through the ZCITY App's potential to pioneer a generation of technologically astute "Smart Merchants," and expansion growth by launching and scaling expansion plans to neighboring countries such as Indonesia, Thailand, and Japan by partnering with or acquiring local establishments. The company also emphasizes acquisition growth by continuing to evaluate investment and acquisition opportunities that will enable it to become market leaders. Management acknowledges the substantial doubt about the company's ability to continue as a going concern, with approximately $1.6 million ¹⁰⁵ cash on hand, an accumulated deficit of approximately $72.5 million ¹⁰⁶ at June 30, 2026, a net loss of approximately $11.1 million ¹⁰⁷ for the year ended June 30, 2026, and approximately $6.9 million ¹⁰⁸ net cash used by operating activities for the year ended June 30, 2026. The company anticipates incurring additional losses until such time, if ever, that it will be able to effectively market its products, and will seek to obtain additional capital through the sale of debt or equity financing or other arrangements to fund operations.