TREASURE GLOBAL INC

Previous wording

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

Current wording

On February 11, 2025, we signed a share purchase agreement to acquire a 51% stake in Tien Ming Distribution Sdn Bhd to expand FMCG fulfilment and logistics capabilities. The transaction is expected to be terminated following the lack of control or significant influence over Tien Ming Distribution Sdn Bhd and no business combination was recognized for the six months ended December 31, 2025.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

On October 10, 2024, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership which was subsequently amended by the Modification Agreement on January 21, 2025. Pursuant to the Purchase Agreement, we have the right, but not the obligation to cause Alumni Capital to purchase up to $50,000,000 common stock, par value $0.00001 (the “Commitment Amount”), at certain purchase Price during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $50,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025. As of December 31, 2025, Alumni Capital has purchased aggregated total of 644,956 shares of our common stock, while we received an aggregated net proceed of approximately $18.8 million.

Previous wording

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

Current wording

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

Previous wording

We have experienced a decrease in growth rate in registered users, and a decline of active users over our last five quarters as of September 30, 2025. As of September 30, 2025, we recorded 2,708,570 registered users and 4,378 active users on the ZCITY platform. On average, our registered user base has grown by approximately 0.1% over the past five quarters, while our active user numbers have experienced an average decrease of 27.1%.

Current wording

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

Previous wording

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

Current wording

Product revenue was generated through sales of our e-voucher, health care products and other products through our ZCITY platform while loyalty program revenue was recognized when our customers redeem their previously earned reward points from our loyalty program or upon expiration of the reward point. The product and loyalty program revenue increased by approximately $0.8 million or 302.0% to approximately $1.1 million for the three months ended December 31, 2025 from approximately $0.3 million for the same period in 2024. The increase was driven primarily by higher demand for our e-voucher product, which resulted in increased sales volume.

Previous wording

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

Current wording

Our transaction revenue decreased by 91.0%, to approximately $3,000 for the three months ended December 31, 2025, compared to approximately $28,000 for the same period in 2024. This decline was mainly due to less usage from merchants on our ZCITY platform and reduced transaction volume resulting from fewer successful referrals through our partnership with CLSB.

Previous wording

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

Current wording

Member subscription revenue primarily consists of fees charged to customers who sign up for Zmember, our membership program that offers exclusive savings, bonuses, and referral rewards. For the three months ended December 31, 2025, member subscription revenue decreased by 100.0% to $0, from approximately $5,000 for the same period in 2024. The decrease was primarily due to we experienced slowdown in acquiring new customers to participate in our Zmember program. As of December 31, 2025 and June 30, 2025, we had 27,620 customers who subscribed to our Zmember program.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

Our gross profit for the three months ended December 31, 2025, amounted to approximately $1,000 as compared to approximately $0.2 million for the same period in 2024, reflecting an decrease of approximately $0.2 million or 99.6%. Our gross margin decreased from 74.2% for the three months ended December 31, 2024 to 0.1% for the same period in 2025, representing a decline of 74.1% in our gross margin percentage.

Previous wording

Selling expenses amounted to approximately $21,000 and $78,000 for the three months ended September 30, 2025 and 2024, respectively, representing a decrease of approximately $57,000 or 73.2%. The decrease was mainly attributable to a decrease in marketing and promotion expense related to promoting our ZCITY platform. Marketing and promotion expense consists of redemptions of reward points which is generated from non-spending related activities (registration as a new user, referral of a new user and Spin & Win eligibility to receive reward points) in exchange for discounted credit of purchasing our products upon conversion of using the reward points. For the three months ended September 30, 2025 and 2024, we incurred approximately $1,000 and $21,000, respectively, in marketing and promotion expense, and recognized the same amount of product revenue at the time of redemption of the non-spending related activities reward points by our customers. The decrease in marketing and promotion expenses was primarily driven by our strategic goal to optimize the promotional activities, enhance our cost effectiveness, and increase profitability in our operations.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Stock-based compensation expenses amounted to approximately $100,000 and $70,000 for the three months ended September 30, 2025, and 2024, respectively. The stock-based compensation incurred for the three months ended September 30, 2025 and 2024, was related to compensation paid to our executive officer as part of their compensation plan and third party for professional service.

Current wording

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

Previous wording

Other expense, net, amounted to approximately $0.3 million and $0.1 million for the three months ended September 30, 2025 and 2024, respectively. This change was primarily attributable to (i) an increase in the loss from the change in fair value of derivative liabilities of approximately $0.4 million from issuance of warrant in connection with the Share Purchase Agreement, offset by (ii) a decrease in unrealized loss of approximately $0.1 million on marketable securities as the marketable securities were disposed during the year ended June 30, 2025.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

We generated net loss of approximately $2.0 million and $1.0 million for the three months ended September 30, 2025 and 2024, respectively, representing a change of approximately $1.0 million. The change was primarily attributable to the factors discussed above.

Current wording

We generated net loss of approximately $3.1 million and $0.2 million for the three months ended December 31, 2025 and 2024, respectively, representing a change of approximately $2.9 million. The change was primarily attributable to the factors discussed above.

Previous wording

Total revenues decreased by approximately $25,000 or 12.0% to approximately $183,000 for the three months ended September 30, 2025 from approximately $207,000 for the three months ended September 30, 2024. The decrease was mainly attributable to the decrease in transaction revenue and member subscription revenue offset by increase in revenue from product and loyalty program revenue.

Current wording

Total revenues increased by approximately $0.8 million or 148.1% to approximately $1.3 million for the six months ended December 31, 2025 from approximately $0.5 million for the six months ended December 31, 2024. The decrease was mainly attributable to increase in revenue from product and loyalty program revenue, offset by the decrease in transaction revenue and member subscription revenue.

Previous wording

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

Current wording

Research and development expense amounted to approximately $0.8 million and $80,000 for the six months ended December 31, 2025 and 2024, respectively, representing 899.0% increase as we incurred more spending in A.I related infrastructure development. The increase primarily reflects costs for software engineering, cloud infrastructure and GPU-related development supporting the live-streaming/AI program described in “Business Development.”

Previous wording

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

Current wording

As of December 31, 2025 and June 30, 2025, we had approximately $5.5 million and 0.2 million, respectively, in cash and cash equivalent which primarily consists of bank deposits, which are unrestricted as to withdrawal and use.

Previous wording

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

Current wording

On March 22, 2024, we entered into a marketing offering agreement (“Marketing Offering Agreement”) with H.C. Wainwright & Co., LLC, (the “Manager”). Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through or to the Manager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering. As of December 31, 2025, we have received an aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of 1,678 shares of common stock which sell through or to the Manager.

Previous wording

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

Current wording

On October 10, 2024, we entered into a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership which was subsequently amended by the Modification Agreement on January 21, 2025. Pursuant to the Purchase Agreement, we have the right, but not the obligation to cause Alumni Capital to purchase up to $50,000,000 common stock, par value $0.00001 (the “Commitment Amount”), at certain purchase Price during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $50,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025. As of December 31, 2025, Alumni Capital has purchased aggregated total of 644,956 shares of our common stock, while we received an aggregated net proceed of approximately $18.8 million.

Previous wording

On November 27, 2024, we entered into a subscription agreement (the “Subscription Agreement”) with certain investors (the “Investors”). Pursuant to the Subscription Agreement, the Investors agreed to invest an aggregate amount of $1,177,000 (the “Investment Amount”) into us for 71,333 shares of the Company’s common stock (the “Offered Shares”), par value $0.00001 at a negotiated purchase price of $16.5 (the “Offering”). As of September 30, 2025, the Company has issued 71,333 shares of Offered Shares to the Investors and received aggregate net proceed of $1,177,000.

Current wording

On November 27, 2024, we entered into a subscription agreement (the “Subscription Agreement”) with certain investors (the “Investors”). Pursuant to the Subscription Agreement, the Investors agreed to invest an aggregate amount of $1,177,000 (the “Investment Amount”) into us for 3,567 shares of the Company’s common stock (the “Offered Shares”), par value $0.00001 at a negotiated purchase price of $330 (the “Offering”). As of December 31, 2025, we had issued 3,567 shares of Offered Shares to the Investors and received aggregate net proceed of $1,177,000.

Previous wording

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

Current wording

The following summarizes the key components of our cash flows for the six months ended December 31, 2025 and 2024:

Previous wording

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

Current wording

Net cash used in operating activities for the six months ended December 31, 2025 was approximately $4.7 million and was mainly comprised of (i) the net loss of approximately $5.2 million, (ii) non-cash items of change in fair value of derivative liabilities amounted to approximately $4.2 million, (iii) increase of other receivable and other assets of approximately $1.4 million which due to prepayment to certain developers for the development of our internal AI software, (v) decrease of approximately $88,000 in other payables and accrued liabilities reflecting the timely settlement of certain accrued expenses, and (vi) increase of inventories of approximately $0.1 million as we increase our purchase and intended to maintain a more effective inventory level, offset by (i) non-cash items of depreciation, amortization, loss from disposal of equipment, stock-based compensation, long-live assets impairment and allowance for credits losses amounted to approximately $6.1 million, (ii) decrease in accounts receivable of approximately $0.1 million due to timely collection, an (iii) increase in income tax payable due to additional tax accrued.

Previous wording

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

Current wording

Net cash used in operating activities for the six months ended December 31, 2024 was approximately $1.6 million and was mainly comprised of (i) the net loss of approximately $1.2 million, (ii) non-cash item of unrealized holding gain on marketable securities of approximately $0.3 million, (iii) increase of other receivable and other assets of approximately $0.5 million which includes approximately $0.5 million prepayment to certain developers for the development of our internal AI software, (iv) increase in accounts receivable of approximately $0.3 million due to higher sales made on account but not yet collected, (v) decrease in customer deposits of approximately $71,000, as we recognized member service revenue in the current period from certain merchant prepayments made in the prior period, and (vi) decrease of other payable and accrued liabilities of approximately $0.1 million as we pay off some of the accrued operating expenses, offset by (i) non-cash items of depreciation, amortization, allowance for credit losses, stock-based compensation and unrealized loss on marketable securities amounted to approximately $0.8 million, and (ii) decrease of prepayment of approximately $85,000 due to the utilization of prior-period prepayments for inventory purchases.

Previous wording

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

Current wording

Net cash used in investing activities for the six months ended December 31, 2025 was approximately $1.0 million which mainly due to approximately $1.0 million in purchase of property and equipment, approximately $7,000 prepayment of purchase consideration for acquisition of Tien Ming Distribution Sdn Bhd, and the remittance of approximately $53,000 to CLSB as a collaboration deposit to support CLSB’s credit service activities for the Portfolio Clients.

Previous wording

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

Current wording

Net cash used in investing activities for the six months ended December 31, 2024 was approximately $2.2 million which includes a remittance of approximately $2.2 million to CLSB as a collaboration deposit to support CLSB’s credit service activities for the Portfolio Clients

Previous wording

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

Current wording

Net cash provided financing activities the six months ended December 31, 2025 was approximately 11.0 million, which mainly comprised of approximately $7.1 million net proceeds received from Share Purchase Agreement, approximately $1.4 million net proceeds received from exercise of warrants into common stock, approximately 2.5 million net proceeds received from direct offering, and approximately $0.4 million net proceeds received from private placement, offset by payments of insurance loan and related party loan of approximately $40,000 and payment of offering cost of approximately $0.3 million.

Previous wording

Net cash provided financing activities the three months ended September 30, 2024 was approximately $2.5 million, which mainly comprised of payments of insurance loan and related party loan of approximately $20,000, offset by approximately $2.5 million net proceeds received from issuance of common stock through our market offering.

Current wording

Net cash provided financing activities the six months ended December 31, 2024 was approximately $3.9 million, which mainly comprised of approximately $4.0 million net proceeds received from issuance of common stock through market offering and share purchase agreement, offset by payments of insurance loan and related party loan of approximately $41,000.

Previous wording

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

Current wording

Accounts receivable are recorded at the invoiced amount, net of an allowance for uncollectible accounts and do not accrue interest. We offer various payments terms to customers from cash due on delivery to 90 days based on their credit history. Accounts receivable encompass amounts due from sales of healthcare products on our ZCITY platform. Management also periodically evaluates individual customer’s financial condition, credit history and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are charged off against the allowance when all collection efforts have been exhausted, and recovery potential is deemed remote. Our management reviews historical accounts receivable collection rates across all aging brackets and has made 100% provision of credit loss for customer balances aged above 120 days for sales of healthcare products on our ZCITY platform. Our management continuously assesses the reasonableness of the credit loss allowance policy and updates it as needed. As of December 31, 2025 and June 30, 2025, we recorded $705,089 and $9,924 of provision for estimated credit losses, respectively.

Previous wording

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

Current wording

Our inventories are recorded at the lower of cost or net realizable value, with cost determined using the first-in-first-out (FIFO) method. These costs encompass gift cards or ‘E-voucher’ pin codes, which are acquired from our suppliers as merchandise goods or store credit, as well as healthcare products. Management conducts regular comparisons between the cost of inventories and their net realizable value. If the net realizable value is lower than the cost, an allowance is made for inventory write-down. Ongoing assessments of inventories are carried out to identify potential write-downs due to estimated obsolescence or unmarketability. This determination is based on the difference between the inventory costs and the estimated net realizable value, considering forecasts for future demand and market conditions. Once inventories are written down to the lower of cost or net realizable value, they are not subsequently marked up based on changes in underlying facts and circumstances. Our management has reviewed the aforementioned factors and has applied a 100% write-down for inventories aged above 180 days related to our E-voucher and health care products. For the three and six months ended December 31, 2025 and 2024, no write-downs for estimated obsolescence or unmarketable inventories were recorded.

Previous wording

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

Current wording

Other receivables and other current assets consist of prepayment to third parties for cyber security service, director & officer liability insurance (“D&O Insurance”), and other professional fee. Other receivables and other current assets also include refundable advance to third party service provider, and other deposits. Starting from July 1, 2023, we had adopted ASC Topic 326 on our other receivables using the modified retrospective approach. The new credit loss guidance replaces the old model for measuring the allowance for credit losses with a model that is based on the expected losses rather than incurred losses. Under the new accounting guidance, we measure credit losses on its other receivables using the current expected credit loss model under ASC 326. As of December 31, 2025 and June 30, 2025, we have provided allowance for credit loss of $2,423,937 and $1,078,353, respectively.

Previous wording

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

Current wording

Long-lived assets, including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assessed the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. $22,562,180 and $19,517,303 impairment for long-lived assets were recorded as of December 31, 2025 and June 30, 2025.

Previous wording

Investments in marketable securities, net, consist of investments in listed shares, which are listed on Nasdaq. Marketable securities are accounted for under ASC 321 and reported at their readily determinable fair values as quoted by market exchanges with changes in fair value recorded in other (expense) income in the consolidated statements of operations and comprehensive loss. All changes in a marketable security’s fair value are reported in earnings as they occur, as such, the sale of a marketable security does not necessarily give rise to a significant gain or loss. Unrealized gains/(losses) due to fluctuations in fair value are recorded in the consolidated statements of operations and comprehensive loss. Declines in fair value below cost deemed to be other-than-temporary are recognized as impairments in the consolidated statements of comprehensive income. For the three months ended September 30, 2025 and 2024, we recorded an unrealized holding loss on marketable securities of $0 and approximately $128,000, respectively.

Current wording

Investments in marketable securities, net, consist of investments in listed shares, which are listed on Nasdaq. Marketable securities are accounted for under ASC 321 and reported at their readily determinable fair values as quoted by market exchanges with changes in fair value recorded in other (expense) income in the consolidated statements of operations and comprehensive loss. All changes in a marketable security’s fair value are reported in earnings as they occur, as such, the sale of a marketable security does not necessarily give rise to a significant gain or loss. Unrealized gains/(losses) due to fluctuations in fair value are recorded in the consolidated statements of operations and comprehensive loss. Declines in fair value below cost deemed to be other-than-temporary are recognized as impairments in the consolidated statements of comprehensive income. For the three and six months ended December 31, 2025, we recorded an unrealized holding loss on marketable securities of $0. For the three and six months ended December 31, 2024, we recorded an unrealized holding gain on marketable securities of approximately $0.5 million and $0.3 million, respectively.

Previous wording

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

Current wording

We account for stock-based compensation awards to officers in accordance with FASB ASC Topic 718, “Compensation – Stock Compensation”, which requires that stock-based payment transactions with employees be measured based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service period. In June 2024, we executed executive employment agreements (“Employment Agreements”) with three individuals, appointing them as the Company’s executive officers. Under the terms of the Employment Agreements, each executive officer is entitled to receive a predetermined monetary value of the Company’s common stock as annual compensation for the first year, with stock compensation for subsequent years contingent upon performance. The stock compensation is prorated on a monthly basis and is subject to the restrictions of Securities Act Rule 144. The fair value of the stock-based compensation which included common stock issued were equivalent to the predetermined monetary value. For the six months ended December 31, 2025 and 2024, we have incurred stock-based compensation from our officer and third party service provider amounted to approximately $0.5 million and $0.1 million, respectively.

Previous wording

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

Current wording

The fair value of the warrants issued to Alumni Capital which was determined on grant dates by using the Black Scholes model using the following assumptions: (1) expected volatility of 160.20% to 182.34%, (2) risk-free interest rate of 3.52% to 4.37%, (3) expected life of 2.0 years to 2.8 years, (4) exercise price of $23.37 to $103.00 and (5) stock price of $21.60 to $390.00 on grant date, the date of which the warrants were issued. Based on above assumption, the fair value of the warrants were estimated to be $5,331,798.

Previous wording

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

Current wording

As of June 30, 2025, The fair value of the warrants issued to Alumni Capital was determined by using the Black Scholes model using the following assumptions: (1) expected volatility of 162.92% to 167.27%, (2) risk-free interest rate of 3.71%, (3) expected life of 2.3 years, (4) exercise price of $24.00 to $41.00 and (5) stock price of $1.10 on June 30, 2025. Based on above assumption, the fair value of the warrants were estimated to be $383,886.

Previous wording

The fair value of the warrants issued to Alumni Capital which was determined on September 30, 2025 by using the Black Scholes model using the following assumptions: (1) expected volatility of 162.53%, (2) risk-free interest rate of 3.60%, (3) expected life of 2.0 years, (4) exercise price of $0.65 to $1.10 and (5) stock price of $1.13 on September 30, 2025. Based on above assumption, the fair value of the warrants were estimated to be $1,037,695.

Current wording

The fair value of the warrants issued to Alumni Capital which was determined on December 31, 2025 by using the Black Scholes model using the following assumptions: (1) expected volatility of 182.3%, (2) risk-free interest rate of 3.47%, (3) expected life of 1.8 years, (4) exercise price of $5.10 and (5) stock price of $6.13 on December 31, 2025. Based on above assumption, the fair value of the warrants was estimated to be $2,349,273.