UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR ~~THE~~ THE QUARTERLY PERIOD ENDED ~~DECEMBER~~MARCH 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM_________ to________

COMMISSION FILE NUMBER 001-~~4147~~41476

Treasure Global Inc

(Exact name of registrant as specified in its charter)

Delaware		36-4965082
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

276 5th Avenue, Suite 704 #739, New York, New York 10001		+6012 643 7688
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		TGL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

As of ~~February~~May 2320, 2026, the registrant had a total of 1,675,725 shares of its common stock, par value $0.00001 per share, issued and outstanding.

INDEX

		Page
PART I. FINANCIAL INFORMATION		1
Item 1.	Unaudited Condensed Consolidated Financial Statements	1
	Unaudited Condensed Consolidated Balance Sheets	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	2
	Unaudited Condensed Consolidated Statements of Change in Stockholders’ Equity	3
	Unaudited Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4042
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5760
Item 4.	Controls and Procedures	5760
PART II. OTHER INFORMATION		5861
Item 1.	Legal Proceedings	5861
Item 1A.	Risk Factors	5861
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5861
Item 3.	Defaults Upon Senior Securities	5962
Item 4.	Mine Safety Disclosures	5962
Item 5.	Other Information	5962
Item 6.	Exhibits	5962
SIGNATURES		6063

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

●

Our ability to effectively operate our business segments;

●

Our ability to manage our research, development, expansion, growth and operating expenses;

●

Our ability to evaluate and measure our business, prospects and performance metrics;

●

Our ability to compete, directly and indirectly, and succeed in our highly competitive industry;

●

Our ability to respond and adapt to changes in technology and customer behavior; and

●

Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand.

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

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

TREASURE GLOBAL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollar, except for the number of shares)

	As of			As of
	December 31,			June 30,
	March 31,			June 30,
	2025			2025
	2026			2025
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	52,~~452~~913,~~456~~960		$	236,895
Accounts receivable, net		778,519			1,592,901
Crypto assets receivable		301,937			-
Inventories		136,416			13,184
Crypto assets		41,591			-
Other receivables and other current assets, net		10,303,787			3,361,862
Accounts receivable, net		547,784			1,592,901
Other receivable, related party		14,656			13,723
Inventories		18,456			13,184
Prepayments		308,365			304,771
Other receivables and other current assets, net		13,002,383			3,361,862
Total current assets		16,994,199			5,523,336
Other receivable, related party		14,817			13,723
NON-CURRENT ASSETS
Prepayments		317,045			304,771
Property and equipment, net		1,007,195			109,539
Total current assets		17,157,974			5,523,336
OTHER ASSETS
Property and equipment, net		73,367			109,539
Intangible assets, net		-			3,044,877
Operating lease right-of-use assets		~~93,657~~-			114,375
Other receivables and other assets, non-current, net		64,~~134~~359,~~719~~078			6,081,021
Total other assets		74,~~235~~432,~~571~~445			9,349,812
TOTAL ASSETS	$	2421,~~229~~590,~~770~~419		$	14,873,148
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Related party loan	$	-		$	5,134
Insurance loan		-55,779			40,490
Accounts payable		3720,~~382~~962			19,997
Contract liability		412,~~688~~210			872
Other payables and accrued liabilities		34,~~561~~567,~~583~~532			3,444,929
Other payables, related parties		494			494
Operating lease liabilities		~~50,525~~-			36,606
Income tax payables		~~221~~150,~~255~~055			120,000
Total current liabilities		34,~~875~~807,~~927~~032			3,668,522
NON-CURRENT LIABILITIES
Derivative liabilities		21,~~349~~165,~~273~~795			383,886
Operating lease liabilities -non current		~~48,637~~-			77,007
Total non-current liabilities		21,~~397~~165,~~910~~795			460,893
TOTAL LIABILITIES		65,~~273~~972,~~837~~827			4,129,415
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Common stock, par value $0.00001; 600,000,000 shares authorized, 1,675,725, and 207,470 shares issued and outstanding as of December 31, 2025 and June 30, 2025, respectively*		18			41
Common stock, par value $0.00001; 600,000,000 shares authorized, 1,675,725, and 207,470 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively*		18			2
Additional paid-in capital		84,418,213			72,023,252
Additional paid-in capital*		84,470,713			72,023,291
Accumulated deficit		(6668,~~651~~972,~~329~~557	)		(61,407,562	)
Accumulated other comprehensive income		~~189~~119,~~031~~418			128,002
TOTAL STOCKHOLDERS’ EQUITY		1715,~~955~~617,~~933~~592			10,743,733
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2421,~~229~~590,~~770~~419		$	14,873,148

*	Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025, and 1-for-20 reverse stock split effected on December 5, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TREASURE GLOBAL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in U.S. dollar, except for the number of shares)

	For the Three Months Ended December 31,						For the Six Months Ended December 31,
	For the Three Months Ended March 31,						For the Nine Months Ended March 31,
	2025			2024			2025			2024
	2026			2025			2026			2025
REVENUES	$	1,~~080~~500,~~992~~907			~~301~~666,~~898~~521			12,~~263~~764,~~519~~426		$	~~509~~1,~~269~~175,790
COST OF REVENUES		(1,080,085	)		(77,947	)		(1,261,326	)		(113,146	)
		-
GROSS PROFIT		907			223,951			2,193			396,123
COST OF REVENUES		(1,494,492	)		(180,238	)		(2,755,818	)		(293,384	)
SELLING		(24,673	)		(39,670	)		(45,545	)		(117,416	)
GROSS PROFIT		6,415			486,283			8,608			882,406
GENERAL AND ADMINISTRATIVE		(3,787,988	)		(774,151	)		(4,630,909	)		(1,563,045	)
SELLING		(50,672	)		(7,965	)		(96,217	)		(125,381	)
LONG-LIVE ASSETS IMPAIRMENT		(3,044,877	)		-			(3,044,877	)		-
GENERAL AND ADMINISTRATIVE		(3,811,991	)		(446,384	)		(8,442,900	)		(2,009,429	)
RESEARCH AND DEVELOPMENT		(24,671	)		(33,136	)		(802,644	)		(80,345	)
LONG-LIVE ASSETS IMPAIRMENT		-			-			(3,044,877	)		-
STOCK-BASED COMPENSATION		(787,227	)		(70,000	)		(887,227	)		(140,000	)
RESEARCH AND DEVELOPMENT		(78,892	)		(5,343	)		(881,536	)		(85,688	)
TOTAL OPERATING EXPENSES		(7,669,436	)		(916,957	)		(9,411,202	)		(1,900,806	)
STOCK-BASED COMPENSATION		(251,196	)		(70,000	)		(1,138,423	)		(210,000	)
LOSS FROM OPERATIONS		(7,668,529	)		(693,006	)		(9,409,009	)		(1,504,683	)
TOTAL OPERATING EXPENSES		(4,192,751	)		(529,692	)		(13,603,953	)		(2,430,498	)
LOSS FROM OPERATIONS		(4,186,336	)		(43,409	)		(13,595,345	)		(1,548,092	)
OTHER (EXPENSE) INCOME
Other income, net		26,035			10,799			49,460			12,178
Other (loss) income, net		(274,427	)		24,079			(224,967	)		36,257
Interest expense		(~~282~~673	)		(~~857~~615	)		(~~958~~1,631	)		(2,~~368~~983	)
Unrealized holding income on marketable securities		-			460,172			-			332,665
Unrealized holding loss on marketable securities		-			(501,848	)		-			(169,183	)
Change in fair value of derivative liabilities		4,632,913			-			4,216,740			-
Gain from disposal of subsidiaries		1,006,730			-			1,006,730			-
TOTAL OTHER INCOME, NET		4,658,666			470,114			4,265,242			342,475
Change in fair value of derivative liabilities		1,183,478			1,781,758			5,400,218			1,781,758
LOSS BEFORE INCOME TAXES		(3,009,863	)		(222,892	)		(5,143,767	)		(1,162,208	)
TOTAL OTHER INCOME, NET		1,915,108			1,303,374			6,180,350			1,645,849
PROVISION FOR INCOME TAXES		(100,000	)		(9,440	)		(100,000	)		(20,831	)
(LOSS) INCOME BEFORE INCOME TAXES		(2,271,228	)		1,259,965			(7,414,995	)		97,757
NET LOSS		(3,109,863	)		(232,332	)		(5,243,767	)		(1,183,039	)
PROVISION FOR INCOME TAXES		(50,000	)		-			(150,000	)		(20,831	)
OTHER COMPREHENSIVE INCOME (LOSS)
NET (LOSS) INCOME		(2,321,228	)		1,259,965			(7,564,995	)		76,926
Foreign currency translation adjustments		45,038			(41,819	)		61,029			(100,964	)
OTHER COMPREHENSIVE (LOSS) INCOME
COMPREHENSIVE LOSS	$	(3,064,825	)		(274,151	)		(5,182,738	)	$	(1,284,003	)
Foreign currency translation adjustments		(69,613	)		2,871			(8,584	)		(98,093	)
LOSS PER SHARE
COMPREHENSIVE (LOSS) INCOME	$	(2,390,841	)		1,262,836			(7,573,579	)	$	(21,167	)
Basic and diluted*	$	(3.47	)		(11.32	)		(8.88	)	$	(101.92	)
(LOSS) INCOME PER SHARE
Basic and diluted*	$	(1.39	)		21.79			(7.99	)	$	2.83
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
Basic and diluted*		~~895~~1,~~444~~675,725			2057,~~518~~810			~~590~~946,~~356~~864			1127,~~608~~148

**	Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025, and 1-for-20 reverse stock split effected on December 5, 2025

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TREASURE GLOBAL INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ EQUITY

(Expressed in U.S. dollar, except for the number of shares)

														ACCUMULATED
	COMMON STOCK				ADDITIONAL									ACCUMULATED OTHER			TOTAL
	COMMON STOCK				ADDITIONAL									OTHER			TOTAL
	Number of shares		Par value		PAID IN CAPITAL			SUBSCRIPTION RECEIVABLES			ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			STOCKHOLDERS’ EQUITY
Balance as of June 30, 2025		207,470	$	2	$	72,023,291		$	-		$	(61,407,562	)	$	128,002		$	10,743,733
Net loss		-		-		-			-			(2,133,904	)		-			(2,133,904	)
Issuance of common stock and warrant under share purchase agreement		175,250		2		3,484,522			-			-			-			3,484,524
Fair value of warrants allocated to derivative liabilities		-		-		(237,636	)		-			-			-			(237,636	)
Employee and non-employee stock base compensation		4,548		-		100,000			-			-			-			100,000
Foreign currency translation adjustments		-		-		-			-			-			15,991			15,991
Balance as of September 30, 2025 (Unaudited)		387,268		4		75,370,177			-			(63,541,466	)		143,993			11,972,708
Net loss		-		-		-			-			(3,109,863	)		-			(3,109,863	)
Issuance of common stock and warrant under share purchase agreement		311,522		3		3,603,591			-			-			-			3,603,594
Fair value of warrants allocated to derivative liabilities		-		-		(10,559,476	)		-			-			-			(10,559,476	)
Fair value of derivative liabilties upon exercise of warrants		-		-		4,614,985			-			-			-			4,614,985
Fair value of derivative liabilities upon exercise of warrants		-		-		4,614,985			-			-			-			4,614,985
Exercise of warrants into common stock		150,000		2		1,357,575			-			-			-			1,357,577
Cashless exercise of warrants into common stock		149,323		1		(1	)		-			-			-			-
Issuance of common stock under direct offering		250,000		3		2,159,997			-			-			-			2,160,000
Issuance of common stock under private placement		17,242		-		400,000			-			-			-			400,000
Issuance of common stock upon vesting of restricted stock		58,127		1		(1	)		-			-			-			-
Stock-based compensation		-		-		601,370			-			-			-			601,370
Issuance of common stock for prepaid consulting fee		171,570		2		2,999,998			-			-			-			3,000,000
Issuance of common stock for acquiring intangible assets		180,657		2		3,869,998			-			-			-			3,870,000
Rounding due to reversed stock split		16		-		-			-			-			-			-
Foreign currency translation adjustments		-				-			-			-			45,038			45,038
Balance as of December 31, 2025 (Unaudited)		1,675,725	$	18	$	84,418,213		$	-		$	(66,651,329	)	$	189,031		$	17,955,933
Net loss		-		-		-			-			(2,321,228	)		-			(2,321,228	)
Stock-based compensation		-		-		52,500			-			-			-			52,500
Foreign currency translation adjustments		-		-					-			-			(69,613	)		(69,613	)
Balance as of March 31, 2026 (Unaudited)		1,675,725	$	18	$	84,470,713		$	-		$	(68,972,557	)	$	119,418		$	15,617,592
	COMMON STOCK*				ADDITIONAL									ACCUMULATED OTHER			TOTAL
	Number of shares		Par value		PAID IN CAPITAL			SUBSCRIPTION RECEIVABLES			ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			STOCKHOLDERS’ EQUITY
Balance as of June 30, 2024		1,672	$	-	$	41,171,844		$	-		$	(38,030,074	)	$	238,963		$	3,380,733
Net loss		-		-		-			-			(950,707	)		-			(950,707	)
Issuance of common stock at the market offering, net of issuance costs		1,582		-		2,457,390			-			-			-			2,457,390
Issuance of common stock for software development		2,000		-		1,380,000			-			-			-			1,380,000
Employee stock compensation		-		-		70,000			-			-			-			70,000
Foreign currency translation adjustments		-		-		-			-			-			(59,145	)		(59,145	)
Balance as of September 30, 2024 (Unaudited)		5,254		-		45,079,234			-			(38,980,781	)		179,818			6,278,271
Net loss		-		-		-			-			(232,332	)		-			(232,332	)
Issuance of common stock for share purchase agreement		8,559		-		2,043,942			(515,921	)		-			-			1,528,021
Issuance of common stock for subscription agreement		3,567		-		1,177,000			(1,177,000	)		-			-			-
Issuance of common stock for software development		15,440		-		10,800,000			-			-			-			10,800,000
Issuance of common stock for employee stock base compensation		42		-		-			-			-			-			-
Employee stock base compensation		-		-		70,000			-			-			-			70,000
Foreign currency translation adjustments		-		-		-			-			-			(41,819	)		(41,819	)
Balance as of December 31, 2024 (Unaudited)		32,862		-	$	59,170,176			(1,692,921	)		(39,213,113	)		137,999			18,402,141
Net income		-		-		-			-			1,259,965			-			1,259,965
Collection of stock subscription receivable		-		-		-			1,692,921			-			-			1,692,921
Issuance of common stock and warrant under share purchase agreement		34,650		-		5,487,380			(817,582	)		-			-			4,669,798
Fair value of warrants allocated to derivative liabilities		-		-		(2,213,161	)		-			-			-			(2,213,161	)
Issuance of common stock for software development		13,544		-		5,228,579			-			-			-			5,228,579
Issuance of common stock for employee stock base compensation		370		-		-			-			-			-			-
Employee stock base compensation		-		-		70,000			-			-			-			70,000
Foreign currency translation adjustments		-		-		-			-			-			2,871			2,871
Balance as of March 31, 2025 (Unaudited)		1,628,535	$	-	$	67,742,974		$	(817,582	)	$	(37,953,148	)	$	140,870		$	29,113,114

													ACCUMULATED
	COMMON STOCK*				ADDITIONAL								OTHER			TOTAL
	Number of shares		Par value		PAID IN CAPITAL		SUBSCRIPTION RECEIVABLES			ACCUMULATED DEFICIT			COMPREHENSIVE INCOME			STOCKHOLDERS’ EQUITY
Balance as of June 30, 2024		1,672	$	-	$	41,171,844	$	-		$	(38,030,074	)	$	238,963		$	3,380,733
Net loss		-		-		-		-			(950,707	)		-			(950,707	)
Issuance of common stock at the market offering, net of issuance costs		1,582		-		2,457,390		-			-			-			2,457,390
Issuance of common stock for software development		2,000		-		1,380,000		-			-			-			1,380,000
Employee stock compensation		-		-		70,000		-			-			-			70,000
Foreign currency translation adjustments		-		-		-		-			-			(59,145	)		(59,145	)
Balance as of September 30, 2024 (Unaudited)		5,254		-		45,079,234		-			(38,980,781	)		179,818			6,278,271
Net loss		-		-		-		-			(232,332	)		-			(232,332	)
Issuance of common stock for share purchase agreement		8,559		-		2,043,942		(515,921	)		-			-			1,528,021
Issuance of common stock for subscription agreement		3,567		-		1,177,000		(1,177,000	)		-			-			-
Issuance of common stock for software development		15,440		-		10,800,000		-			-			-			10,800,000
Issuance of common stock for employee stock base compensation		42		-		-		-			-			-			-
Employee stock base compensation		-		-		70,000		-			-			-			70,000
Foreign currency translation adjustments		-		-		-		-			-			(41,819	)		(41,819	)
Balance as of December 31, 2024 (Unaudited)		32,862	$	-	$	59,170,176	$	(1,692,921	)	$	(39,213,113	)	$	137,999		$	18,402,141

**	Giving retroactive effect to the 1-for-50 reverse stock split effected on April 7, 2025, and 1-for-20 reverse stock split effected on December 5, 2025

**The ~~Giving~~accompanying ~~retroactive~~notes are ~~effect~~an tointegral ~~the~~part ~~1-for-50~~of ~~reverse~~these ~~stock~~unaudited ~~split~~condensed ~~effected~~consolidated onfinancial ~~April 7, 2025, and 1-for-20 reverse stock split effected on December 5, 2025~~statements.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~3

3TREASURE GLOBAL INC. AND SUBSIDIARIES

~~TREASURE~~UNAUDITED CONDENSED CONSOLIDATED ~~GLOBAL~~STATEMENTS ~~INC.~~OF ~~AND~~CASH ~~SUBSIDIARIES~~FLOWS

~~UNAUDITED~~(Expressed in U.S. dollar, ~~CONDENSED~~except ~~CONSOLIDATED~~for ~~STATEMENTS~~the OFnumber ~~CASH~~of ~~FLOWS~~shares)

(Expressed in U.S. dollar, except for the number of shares)

	For the Nine Months Ended March 31,
	2026			2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(7,564,995	)	$	76,926
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Interest income on crypto assets receivable		(40,647	)		-
Depreciation		118,188			76,361
Amortization of intangible assets		-			638,251
Amortization of operating right-of-use assets		37,173			18,365
Allowance for credit losses		3,434,741			90,480
Long-live assets impairment		3,044,877			-
Loss from disposal of equipment		317,531			-
Stock-based compensation		1,138,423			210,000
Change in fair value of derivative liabilities		(5,400,218	)		(1,781,758	)
Gain from disposal of subsidiaries		(1,006,730	)		-
Unrealized holding loss on marketable securities		-			169,183
Change in operating assets and liabilities		-
Accounts receivable		322,613			(899,155	)
Contract asset		-			(17,606	)
Inventories		(9,296	)		16,711
Other receivables and other assets		(870,799	)		(4,427,362	)
Other receivable, a related party		(412	)		(316	)
Prepayments		2,580			76,235
Accounts payable		25,775			130,041
Customer deposits		-			(74,579	)
Contract liability		11,012			(3,411	)
Other payables and accrued liabilities		1,252,131			(97,366	)
Operating lease liabilities		(33,151	)		(18,365	)
Income tax payables		30,055			5
Net cash used in operating activities		(5,191,149	)		(5,817,360	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(1,044,862	)		(4,547	)
Purchases of crypto assets receivable		(294,275	)		-
Prepayment of purchase consideration for business combination		(1,528,026	)		-
Collaboration deposit		(53,310	)		(4,343,067	)
Net cash used in investing activities		(2,920,473	)		(4,347,614	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock in market offering		-			2,457,390
Proceeds from Issuance of common stock and warrant under share purchase agreement		7,088,118			6,713,740
Proceeds from Issuance of common stock under subscription agreement		-			1,177,000
Proceeds from exercise of warrants into common stock		1,357,577			-
Proceeds from direct offering		2,500,000			-
Payments of offering costs		(340,000	)		-
Proceeds from private placement		400,000			-
Proceed from insurance loan		72,625			51,211
Principal payments of insurance loan		(57,336	)		(38,371	)
Payments of related party loan		(5,250	)		(3,696	)
Net cash provided by financing activities		11,015,734			10,357,274

EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS		(227,047	)		(111,286	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		2,677,065			81,014

CASH AND CASH EQUIVALENTS, beginning of period		236,895			200,013

CASH AND CASH EQUIVALENTS, end of period	$	2,913,960		$	281,027

SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	121,200		$	183,121
Interest paid	$	2,618		$	3,975

SUPPLEMENTAL NON-CASH FLOWS INFORMATION
Insurance of common stock for acquiring intangible assets	$	3,870,000		$	-
Insurance of common stock for prepaid consulting fee	$	3,000,000		$	-
Insurance of common stock for software development	$	-		$	17,408,579
Acquisition of intangible assets through settlement of other receivables	$	-		$	470,667
Allocation of fair value of derivative liabilities for issuance of common stock	$	10,797,112		$	2,213,161
Fair value of derivative liabilities upon exercise of warrants	$	4,614,985		$	-

	For the Six Months Ended December 31,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,243,767	)	$	(1,183,039	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		105,389			49,168
Amortization of intangible assets		-			480,823
Amortization of operating right-of-use assets		24,226			18,394
Allowance for credit losses		2,028,408			90,479
Long-live assets impairment		3,044,877			-
Loss from disposal of equipment		6,794			-
Stock-based compensation		887,227			140,000
Change in fair value of derivative liabilities		(4,216,740	)		-
Unrealized holding loss on marketable securities		-			(332,665	)
Change in operating assets and liabilities
Accounts receivable		124,229			(263,795	)
Account receivable, a related party		-			-
Inventories		(118,866	)		15,281
Other receivables and other assets		(1,395,097	)		(492,184	)
Other receivable, a related party		(405	)		-
Prepayments		7,610			84,516
Accounts payable		16,110			(5,708	)
Customer deposits		-			(70,974	)
Contract liability		3,664			(16,396	)
Other payables and accrued liabilities		(88,345	)		(78,029	)
Operating lease liabilities		(18,129	)		(18,394	)
Income tax payables		101,255			5
Net cash used in operating activities		(4,731,560	)		(1,582,518	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(977,540	)		(2,746	)
Prepayment of purchase consideration for business combination		(6,663	)		-
Collaboration deposit		(53,310	)		(2,190,715	)
Net cash used in investing activities		(1,037,513	)		(2,193,461	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock in market offering		-			2,457,390
Proceeds from Issuance of common stock and warrant under share purchase agreement		7,088,118			1,528,021
Proceeds from exercise of warrants into common stock		1,357,577			-
Proceeds from direct offering		2,500,000			-
Payments of offering costs		(340,000	)		-
Proceeds from private placement		400,000			-
Proceed from insurance loan		(40,490	)		-
Principal payments of insurance loan		-			(38,371	)
Payments of related party loan		(5,159	)		(2,356	)
Net cash provided by financing activities		10,960,046			3,944,684
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS		24,588			(110,140	)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		5,215,561			58,565
CASH AND CASH EQUIVALENTS, beginning of period		236,895			200,013
CASH AND CASH EQUIVALENTS, end of period	$	5,452,456		$	258,578
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	81,200		$	20,831
Interest paid	$	2,119		$	3,426
SUPPLEMENTAL NON-CASH FLOWS INFORMATION
Issuance of common stock for acquiring intangible assets	$	3,870,000		$	12,180,000
Issuance of common stock for prepaid consulting fee	$	3,000,000		$	-
Issuance of warrant in connection with the share purchase agreement	$			$	204,394
Subscription receivable from issuance of common stock for subscription agreement and share purchase agreement	$	-		$	1,692,921
Allocation of fair value of derivative liabilities for issuance of common stock	$	10,797,112		$	-
Fair value of derivative liabilities upon exercise of warrants	$	4,503,599		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~4

4TREASURE GLOBAL INC AND SUBSIDIARIES

~~TREASURE~~NOTES ~~GLOBAL~~TO ~~INC~~THE ~~AND~~UNAUDITED ~~SUBSIDIARIES~~CONSOLIDATED FINANCIAL STATEMENTS

~~NOTES~~Note TO1 ~~THE~~– ~~UNAUDITED~~Nature ~~CONSOLIDATED~~of ~~FINANCIAL~~business ~~STATEMENTS~~and organization

~~Note~~Treasure 1Global –Inc. ~~Nature~~(“TGL” or the “Company”) is a holding company incorporated on March 20, 2020, under the laws of ~~business~~the State of Delaware. The Company has no substantive operations other than holding all of the outstanding shares of TADAA Technologies Sdn. Bhd (“TADAA Technologies”), (formerly known as ZCity Sdn. Bhd, and ~~organization~~Gem Reward Sdn. Bhd, underwent a name change on July 31, 2025 and July 20, 2023, respectively). TADAA Technologies was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

~~Treasure~~On March ~~Global~~11, ~~Inc.~~2021, (“TGL” orcompleted ~~the~~a reverse recapitalization (“~~Company~~Reorganization”) isunder acommon ~~holding~~control ~~company~~of ~~incorporated~~its ~~on March~~then ~~20,~~existing ~~2020~~stockholders, who ~~under~~collectively ~~the~~owned ~~laws~~ all of the ~~State~~equity interests of ~~Delaware.~~TADAA ~~The~~TECHNOLOGIES ~~Company~~prior ~~has~~to nothe ~~substantive~~Reorganization ~~operations~~through ~~other~~a ~~than~~Share ~~holding~~Swap ~~all~~Agreement. TADAA TECHNOLOGIES is under common control of the ~~outstanding~~same ~~shares~~stockholders of ~~TADAA~~TGL ~~Technologies~~through a beneficial ownership agreement, which results in ~~Sdn.~~the ~~Bhd~~consolidation (“of TADAA ~~Technologies”),~~TECHNOLOGIES ~~(formerly~~and ~~known~~has been accounted for as ~~ZCity~~a ~~Sdn~~Reorganization of entities under common control at carrying value. Before ~~Bhd~~and after the Reorganization, ~~and~~the ~~Gem~~Company, ~~Reward~~together ~~Sdn.~~with ~~Bhd~~its subsidiaries is effectively controlled by the same stockholders, and ~~underwent~~therefore the Reorganization is considered as a ~~name~~recapitalization ~~change~~of onentities ~~July 31,~~under ~~2025~~common ~~and~~control ~~July~~in ~~20,~~accordance ~~2023,~~with ~~respectively~~Accounting Standards Codification (“ASC”) 805-50-25. ~~TADAA~~The ~~Technologies~~consolidation ~~was~~of ~~originally~~the ~~established~~Company ~~under~~and its subsidiaries have been accounted for at historical cost and prepared on the ~~laws~~basis as if the aforementioned transactions had become effective as of the ~~Malaysia~~beginning onof ~~June~~the 6,first ~~2017,~~period presented ~~through~~in athe ~~reverse~~accompanying ~~recapitalization~~unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5.

~~On March~~The 11Company, through ~~2021, TGL completed a reverse recapitalization (“Reorganization”) under common control of~~ its ~~then~~wholly ~~existing~~owned ~~stockholders~~subsidiary, ~~who~~ ~~collectively~~TADAA ~~owned~~TECHNOLOGIES, ~~all~~engages ofin the ~~equity~~payment ~~interests~~processing ofindustry ~~TADAA~~and ~~TECHNOLOGIES~~operate ~~prior~~an online-to- ~~the~~offline (“O2O”) ~~Reorganization~~e-commerce ~~through~~platform aknown ~~Share~~as ~~Swap Agreement~~“ZCITY”. ~~TADAA~~ ~~TECHNOLOGIES~~The isCompany ~~under~~has ~~common~~extensive ~~control~~business ofinterests ~~the~~in ~~same~~creating ~~stockholders~~an ofinnovative O2O ~~TGL~~e-commerce ~~through~~platform awith ~~beneficial~~an ~~ownership~~instant ~~agreement,~~rebate ~~which~~and ~~results~~affiliate ~~in the~~cashback ~~consolidation~~program ofbusiness ~~TADAA~~model, ~~TECHNOLOGIES~~focusing ~~and~~on ~~has~~providing ~~been~~a ~~accounted~~seamless ~~for~~payment solution asand acapitalizing ~~Reorganization~~on ofbig ~~entities~~data ~~under~~using ~~common~~artificial ~~control~~intelligence ~~at carrying value~~technology. ~~Before~~ ~~and~~The ~~after the Reorganization, the~~ Company,’s ~~together~~proprietary ~~with~~product ~~its subsidiaries~~ is ~~effectively~~an ~~controlled by the same stockholders,~~internet ~~and~~application ~~therefore~~(or ~~the~~“app”) ~~Reorganization~~called is“ZCITY ~~considered~~App”. asZCITY aApp ~~recapitalization~~drives ofuser ~~entities~~app ~~under~~download ~~common~~and ~~control~~transactions inby ~~accordance~~providing ~~with Accounting Standards~~instant ~~Codification~~rebate ~~(“ASC”)~~and ~~805-50-25~~cashback. The ~~consolidation of the~~ Company ~~and~~aims ~~its~~to ~~subsidiaries~~transform ~~have been accounted for at historical cost~~ and ~~prepared~~simplify ona ~~the~~user’s ~~basis~~e-payment asgateway ifexperience ~~the~~by ~~aforementioned~~providing ~~transactions~~great ~~had~~deals, rewards ~~become~~and ~~effective~~promotions aswith ofevery ~~the~~use ~~beginning of the first period presented~~ in ~~the~~an ~~accompanying~~effort ~~unaudited~~to ~~condensed~~make ~~consolidated~~it ~~financial~~Malaysia’s ~~statements~~top inreward ~~accordance~~and ~~with~~payment ~~ASC~~gateway ~~805-50-45-5~~platform.

~~The~~During ~~Company,~~the ~~through~~year ~~its~~ended ~~wholly~~June ~~owned subsidiary~~30, ~~TADAA TECHNOLOGIES~~2025, ~~engages in~~ the ~~payment~~Company ~~processing~~launched ~~industry~~a ~~and~~new ~~operate~~revenue anstream ~~online-to-offline (“O2O”)~~by ~~e-commerce~~providing ~~platform~~customized ~~known~~software asdevelopment ~~“ZCITY”~~services. ~~The~~This ~~Company has extensive~~ business ~~interests in creating an innovative~~ ~~O2O~~line ~~e-commerce~~is ~~platform~~part ~~with~~of anthe ~~instant rebate and affiliate cashback program business model, focusing on providing a seamless payment solution and capitalizing on big data using artificial intelligence technology. The~~ Company’s ~~proprietary~~broader ~~product~~efforts ~~is an internet application (or “app”) called “ZCITY App”. ZCITY App drives user app download and transactions by providing instant rebate and cashback. The Company aims~~ to ~~transform~~explore ~~and~~new ~~simplify~~growth aopportunities ~~user’s e-payment gateway experience by providing great deals, rewards~~ and ~~promotions~~strengthen ~~with~~its ~~every~~capabilities ~~use~~ in anthe ~~effort to make it Malaysia’s top reward~~ technology and ~~payment~~digital ~~gateway~~services ~~platform~~sector.

During the year ended June 30, 2025, the Company launched a new revenue stream by providing customized software development services. This business line is part of the Company’s broader efforts to explore new growth opportunities and strengthen its capabilities in the technology and digital services sector.5

The accompanying unaudited condensed consolidated financial statements reflect the activities of TGL and each of the following entities.

Name	Background			Ownership	~~Ownership~~
TADAA Technologies Sdn. Bhd (formerly known as ZCity Sdn Bhd and Gem Reward Sdn. Bhd.) (“TADAA Technologies”)	● ● ●	A Malaysian company Incorporated in June 2017 Operated O2O e-commerce platform known as ZCITY	~~A Malaysian company Incorporated in June 2017 Operated O2O e-commerce platform known as ZCITY~~	100% owned by TGL	~~100% owned by TGL~~
TADAA Ventures Sdn. Bhd (formerly known as VWXYZ Venture Sdn. Bhd underwent a name change on July 29, 2025.) (“TADAA Ventures”) (1)	● ● ●		A Malaysian company Incorporated in July 2024 Holding company		100% owned by TGL
TADAA Ventures Sdn. Bhd (formerly known as VWXYZ Venture Sdn. Bhd underwent a name change on July 29, 2025.) (“TADAA Ventures”) (1) (4)	● ● ●	A Malaysian company Incorporated in July 2024 Holding company		100% owned by TGL
Bowlcrafted Sdn. Bhd. (“Bowlcrafted”)(2)	● ●		A Malaysian company Incorporated in September 2025		100% owned by TADAA Ventures
Bowlcrafted Sdn. Bhd. (“Bowlcrafted”) (2) (4)	● ●	A Malaysian company Incorporated in September 2025		100% owned by TADAA Ventures
TADAA Capital Sdn. Bhd (“TADAA Capital”) (3)	● ●	A Malaysian company Incorporated in August 2025	~~A Malaysian company Incorporated in August 2025~~	100% owned by TGL	~~100% owned by TGL~~

(1) TADAA Ventures is a holding company incorporated in July 2024, under the laws of Malaysia. As of ~~December~~March 31, ~~2025~~2026, TADAA Ventures has no substantive operations.

(2) Bowlcrafted is a food and beverage company incorporated in September 2025, under the laws of Malaysia. As of ~~December~~March 31, ~~2025~~2026, Bowlcrafted has no substantive operations.

(3) TADAA Capital is a holding company incorporated in August 2025, under the laws of Malaysia. As of ~~December~~March 31, ~~2025~~2026, TADAA Capital has no substantive operations.

5(4) On December 22, 2025, the Company entered into a Share Sale Agreement (“SPA”) with a third party (the “Buyer”) to dispose of its entire equity interest in Tadaa Ventures and its subsidiary Bowlcrafted. The consideration for the transaction consists of ordinary shares of Reveillon Group Limited with an agreed aggregate value of $1,400,000. Control of Tadaa Ventures and Bowlcrafted was transferred to the Buyer on February 10, 2026 (“Disposal Date”), and accordingly, both entities were deconsolidated from the Company’s unaudited condensed consolidated financial statements as of that date. As a result of the deconsolidation, the Company recognized a gain of $1,006,730. The Company determined that the deconsolidation does not meet the criteria for discontinued operations presentation in accordance with ASC 205-20, as the disposal does not represent a strategic shift that has a major effect on the Company’s operations or financial results.

~~TREASURE GLOBAL~~Note ~~INC~~2 ~~AND~~– ~~SUBSIDIARIES~~Summary of significant accounting policies

~~NOTES TO~~Going ~~THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~concern

~~Note~~In assessing ~~2 –~~the ~~Summary~~Company’s ofliquidity and the significant ~~accounting~~doubt ~~policies~~about its ability to continue as a going concern, the Company monitors and analyzes cash on hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements and operating expense obligations. To date, the Company has financed its operations primarily through cash flows from contributions from stockholders, issuance of convertible notes from third parties and related parties, related party loans, and various public offerings.

~~Going~~The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to: (1) recurring loss from operations of approximately $13.6 million for the nine months ended March 31,2026; (2) accumulated deficit of approximately $69.0 million as of March 31,2026; and (3) net operating cash outflow of approximately $5.2 million for the nine months ended March 31,2026.

InOn ~~assessing~~March 22, 2024, the Company’s ~~liquidity~~ and ~~the~~ ~~significant~~H.C. ~~doubt~~Wainwright& ~~about~~Co., ~~its~~LLC, ~~ability~~(the to“Manager”) ~~continue~~entered asinto a ~~going~~marketing ~~concern~~offering agreement (“Marketing Offering Agreement”). Pursuant to the Marketing Offering Agreement, the Company ~~monitors~~intends ~~and~~to ~~analyzes~~issue ~~cash~~and onsell ~~hand~~through ~~and~~or ~~operating~~to ~~expenditure~~the Manager, ~~commitments.~~as ~~The~~sales ~~Company’s~~agent ~~liquidity~~and ~~needs~~/ ~~are~~or principal from time to ~~meet~~time ~~working~~of ~~capital~~the ~~requirements~~Company’s ~~and~~common ~~operating~~stock ~~expense~~at ~~obligations~~the Market Offering. ToAs ~~date~~of March 31,2026, the Company ~~has~~received ~~financed~~an ~~its~~aggregated ~~operations~~net ~~primarily~~proceed ~~through~~of ~~cash~~approximately ~~flows~~$2.9 ~~from contributions from stockholders~~million, ~~issuance~~net of ~~convertible~~broker ~~notes~~ fee from ~~third~~issuance ~~parties~~of ~~and~~common ~~related~~stock ~~parties,~~which ~~related~~sell through ~~party~~or ~~loans,~~to ~~and~~the ~~various public offerings~~Manager.

The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to: (1) recurring loss from operations of approximately $9.4 million for the six months ended December 31, 2025; (2) accumulated deficit of approximately $66.7 million as of December 31, 2025; and (3) net operating cash outflow of approximately $4.7 million for the six months ended December 31, 2025.6

On ~~March~~ 22October 10, 2024, the Company ~~and~~entered ~~H.C.~~into ~~Wainwright&~~a ~~Co.,~~Share ~~LLC,~~Purchase Agreement (the “~~Manager~~Purchase Agreement”) ~~entered~~with ~~into~~Alumni Capital LP (“Alumni Capital”), a ~~marketing~~Delaware ~~offering~~limited partnership which was subsequently amended by the modification agreement (“~~Marketing~~Modification ~~Offering~~ Agreement”) on January 21, 2025. Pursuant to the ~~Marketing~~Purchase ~~Offering~~ Agreement, the Company ~~intends~~has the right, but not the obligation to ~~issue~~cause ~~and~~Alumni ~~sell~~Capital ~~through~~to orpurchase up to $50,000,000 of the ~~Manager~~Company’s common stock, aspar ~~sales~~value ~~agent~~$0.00001 (the “Commitment Amount”), at certain purchase price during the period beginning on the execution date of the Purchase Agreement and /ending oron ~~principal~~the ~~from~~earlier ~~time~~of to(i) ~~time~~the date on which Alumni Capital has purchased $50,000,000 of the Company’s common stock atpursuant to the ~~Market~~Purchase ~~Offering~~Agreement or (ii) March 31,2026. As of ~~December~~March 31, ~~2025~~2026, ~~the~~Alumni ~~Company~~Capital ~~received~~has anpurchased aggregated ~~net~~total ~~proceed~~ of ~~approximately $2.9 million~~644,956 ~~net~~shares of ~~broker~~the ~~fee~~Company’s ~~from~~common ~~issuance~~stock, ofwhile ~~common~~the ~~stock~~Company ~~which~~received ~~sell~~an ~~through~~aggregated ornet toproceed ~~the~~of ~~Manager~~approximately $18.8 million.

On ~~October~~ 10November 27, 2024, the Company entered into a ~~Share~~subscription ~~Purchase~~agreement ~~Agreement~~ (the “~~Purchase~~Subscription Agreement”) with ~~Alumni~~certain ~~Capital~~investors LP (~~“Alumni Capital”), a Delaware limited partnership which was subsequently amended by~~ the ~~modification agreement (~~“~~Modification Agreement~~Investors”) ~~on January 21, 2025~~. Pursuant to the ~~Purchase~~Subscription Agreement, the ~~Company~~Investors ~~has~~agreed ~~the right, but not the obligation~~ to ~~cause~~invest ~~Alumni~~an ~~Capital~~aggregate ~~to purchase~~amount upof to $501,~~000~~177,000 ~~of the Company’s common stock, par value $0.00001~~ (the “~~Commitment~~Investment Amount”)~~, at certain~~ ~~purchase~~into ~~price during~~ the ~~period~~Company ~~beginning~~for on3,567 ~~the~~shares ~~execution date~~ of the ~~Purchase~~Company’s ~~Agreement~~common ~~and~~stock ~~ending on~~ (the ~~earlier~~“Offered ~~of (i~~Shares”), ~~the~~par ~~date on~~value ~~which~~$0.00001 ~~Alumni~~at ~~Capital~~a ~~has~~negotiated purchase ~~purchased~~price ~~$50,000,000~~ of ~~the~~$330 ~~Company’s common stock pursuant to~~ (the ~~Purchase Agreement or (ii~~“Offering”) ~~December 31, 2025~~. As of ~~December~~the ~~31,~~date ~~2025, Alumni Capital has purchased aggregated total~~ of ~~644,956~~the ~~shares~~issuance of ~~the~~these ~~Company’s~~unaudited ~~common~~condensed ~~stock,~~consolidated financial ~~while~~statements, the Company has received anaggregate ~~aggregated~~ net proceed of ~~approximately~~ $181,177,000.~~8 million.~~

On ~~November~~ 27October 7, ~~2024~~2025, the Company entered into a subscription agreement (the “~~Subscription~~ Agreement”) with ~~certain~~two investors ~~(the~~ ~~“Investors”).~~for ~~Pursuant to~~ the ~~Subscription~~purchase ~~Agreement, the Investors agreed to invest an aggregate amount~~ of $117,~~177,000~~249 ~~(the “Investment Amount”) into the Company for 3,567~~ shares of the Company’s common stock ~~(the~~for “Offered Shares”), par value $0.00001 at a negotiated purchase price of $330 (the “Offering”). As of the date of the issuance of these unaudited condensed consolidated financial statements, the Company has received aggregate ~~net~~cash ~~proceed~~consideration of $1400,~~177,~~000.

On ~~October~~ 7December 12, 2025, the Company ~~entered~~closed ~~into~~ a ~~subscription~~registered ~~agreement~~direct ~~(the~~offering ~~“Agreement”)~~ with ~~two~~certain institutional investors for the purchase and sale of 17250,~~249~~000 shares of ~~the~~its ~~Company’s~~ common stock, ~~for~~resulting ~~aggregate~~in ~~cash~~net ~~consideration~~proceeds of $~~400~~2,160,000, after deducting offering-related costs of $340,000.

OnDespite ~~December~~receiving ~~12,~~the ~~2025~~net proceeds from the various offerings, the Company’s ~~closed~~management ais ~~registered~~of ~~direct~~the ~~offering~~opinion ~~with~~that ~~certain~~it ~~institutional~~will ~~investors~~not ~~for~~have sufficient funds to meet the ~~purchase~~Company’s working capital requirements and ~~sale~~debt ofobligations as they become due starting from one year from the ~~250~~date of this report due to the recurring loss. Therefore,~~000~~ ~~shares~~management ofhas determined that there is a significant doubt about its ~~common~~ability to ~~stock,~~continue ~~resulting~~as ina ~~net~~going ~~proceeds~~concern. ofIf ~~$2,160,000,~~the ~~after~~Company ~~deducting~~is ~~offering-related~~unable ~~costs~~to ofgenerate ~~$340~~significant revenue,~~000~~ it may be required to curtail or cease its operations. Management is trying to alleviate the going concern risk through the following sources:

6● Equity financing to support its working capital;

~~TREASURE~~However, there is no guarantee that the substantial ~~GLOBAL~~doubt ~~INC~~about ~~AND~~the ~~SUBSIDIARIES~~Company’s ability to continue as a going concern will be alleviated.

~~NOTES TO~~Basis ~~THE~~of ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~presentation

~~Despite~~The accompanying ~~receiving~~unaudited ~~the~~condensed ~~net~~consolidated ~~proceeds~~financial ~~from~~statements ~~the~~of ~~various offerings,~~ the Company’s ~~management~~has isbeen ofprepared ~~the~~in ~~opinion~~accordance ~~that~~with itaccounting ~~will~~principles ~~not have sufficient~~generally ~~funds~~accepted toin ~~meet~~ the ~~Company’s~~United ~~working~~States ~~capital~~of ~~requirements~~America ~~and~~(“U.S. ~~debt~~GAAP”) ~~obligations~~and aspursuant ~~they~~to ~~become~~the ~~due~~rules ~~starting~~and ~~from~~regulations ~~one~~of ~~year~~the ~~from~~SEC ~~the~~and pursuant ~~date~~to ofRegulation ~~this~~S-X. ~~report~~Certain ~~due~~information toand ~~the~~footnote ~~recurring~~disclosures, ~~loss.~~which ~~Therefore,~~are ~~management~~normally ~~has~~included ~~determined~~in ~~that~~annual ~~there~~financial isstatements aprepared in ~~significant~~accordance ~~doubt~~with ~~about~~U.S. ~~its~~GAAP, ~~ability to~~have ~~continue~~been asomitted apursuant ~~going~~to ~~concern.~~those Ifrules ~~the~~and ~~Company~~regulations. isThe ~~unable~~unaudited tocondensed ~~generate~~financial ~~significant~~information should ~~revenue,~~be itread ~~may~~in beconjunction ~~required~~with tothe ~~curtail~~audited orfinancial ~~cease~~statements ~~its operations.~~and ~~Management~~the isnotes ~~trying~~thereto, toincluded ~~alleviate~~in the ~~going~~Form ~~concern~~10-K ~~risk~~for ~~through~~ the ~~following~~fiscal ~~sources:~~year ended June 30, 2025.

~~● Equity financing to support its working capital;~~7

~~There,~~In the ~~however~~opinion of management, isall noadjustments ~~guarantee~~(including ~~that~~normal ~~the~~recurring ~~substantial~~adjustments) ~~doubt~~necessary ~~about~~to present a fair statement of the Company’s unaudited ~~ability~~financial toposition ~~continue~~as of March 31,2026, its unaudited results of operations for the three and nine months ended March 31,2026 and 2025, and its unaudited cash flows for the nine months ended March 31,2026 and 2025, as aapplicable, ~~going~~have ~~concern~~been ~~will~~made. beThe ~~alleviated~~unaudited results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

~~Basis~~Principles of ~~presentation~~consolidation

The ~~accompanying~~ unaudited condensed consolidated financial statements ofinclude the ~~Company~~accounts ~~has been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America (“U.S. GAAP”) and pursuant to~~ the ~~rules~~Company and ~~regulations~~include of the ~~SEC and pursuant to Regulation S-X. Certain information and footnote disclosures~~assets, ~~which are normally included in annual financial statements prepared in accordance with U.S. GAAP~~liabilities, ~~have~~revenues ~~been omitted pursuant to those rules~~ and ~~regulations. The unaudited condensed financial information~~expenses ~~should~~of ~~be read in conjunction with~~ the ~~audited~~subsidiaries. ~~financial~~All ~~statements~~inter-company accounts and ~~the~~transactions ~~notes~~have ~~thereto,~~been ~~included~~eliminated in ~~the Form 10-K for the fiscal year ended June 30, 2025~~consolidation.

InSubsidiary ~~the~~is ~~opinion~~entity ofin ~~management,~~which ~~all~~the ~~adjustments~~Company, ~~(including~~directly ~~normal~~or ~~recurring~~indirectly, ~~adjustments)~~controls ~~necessary~~more tothan ~~present~~one ahalf ~~fair statement~~ of the ~~Company’s unaudited~~voting ~~financial~~power; ~~position~~or ashas ofthe ~~December~~power ~~31,~~to ~~2025,~~govern ~~its unaudited results of operations for~~ the financial ~~three~~ and ~~six~~operating ~~months ended December 31~~policies, ~~2025~~to ~~and~~appoint ~~2024,~~or ~~and~~remove ~~its~~the ~~unaudited~~majority ~~cash~~of ~~flows for~~ the ~~six~~members ~~months~~of ~~ended~~the ~~December~~board ~~31,~~of ~~2025 and 2024~~directors, asor ~~applicable,~~to ~~have~~cast ~~been~~a ~~made.~~majority ~~The~~of ~~unaudited~~votes ~~results~~at ofthe ~~operations~~meeting ~~are not necessarily indicative~~ of ~~the operating results for the full fiscal year or any future periods~~directors.

~~Principles~~Enterprise-wide ~~of consolidation~~disclosure

The Company’s ~~unaudited~~Chief ~~condensed~~Operating ~~consolidated~~Decision ~~financial~~Makers ~~statements~~(CODM), which include the ~~accounts~~Chief ofExecutive ~~the~~Officer ~~Company~~ and ~~include~~their ~~the~~direct ~~assets~~reports, ~~liabilities,~~review financial information presented on consolidated basis. This information is accompanied by a breakdown of revenues from different revenue streams, facilitating resource allocation and ~~expenses~~financial performance evaluation. The reporting of operating segments aligns with the ~~subsidiaries.~~internal ~~All~~reports ~~inter-company~~provided to ~~accounts~~the ~~and~~CODM, ~~transactions~~a ~~have~~group ~~been~~composed ~~eliminated~~of inspecific ~~consolidation~~members of the Company’s management team.

~~Subsidiary~~During isthe ~~entity~~year inended ~~which~~June ~~the Company~~30, ~~directly or indirectly~~2025, ~~controls~~the ~~more~~Company ~~than~~introduced ~~one~~a ~~half~~new ofrevenue ~~the~~stream ~~voting~~through ~~power;~~customized orsoftware ~~has~~development ~~the~~services. ~~power~~As toa ~~govern the~~result, ~~financial~~the ~~and~~Company ~~operating~~operates ~~policies,~~through totwo ~~appoint~~reportable orsegments: ~~remove~~(i) ~~the~~payment ~~majority~~processing ofand ~~the~~e-commerce ~~members~~operation ofin ~~the~~its ~~board~~ZCITY ~~of directors~~platform, orand ~~to cast a majority of~~(ii) ~~votes~~customized atsoftware ~~the~~development ~~meeting~~as of ~~directors~~March 31,2026.

~~Enterprise-wide~~Use ~~disclosure~~of estimates

The preparation ~~Company’s~~of ~~Chief~~these ~~Operating~~unaudited ~~Decision~~condensed ~~Makers~~consolidated ~~(CODM),~~financial ~~which~~statements ~~include~~in ~~the~~conformity ~~Chief~~with ~~Executive~~U.S. ~~Officer~~GAAP ~~and~~requires ~~their~~management ~~direct~~to ~~reports,~~make ~~review~~estimates ~~financial~~and ~~information~~assumptions ~~presented~~that onaffect ~~consolidated~~the ~~basis.~~reported ~~This~~amounts ~~information~~of isassets ~~accompanied~~and byliabilities aand ~~breakdown~~disclosures of ~~revenues~~contingent ~~from~~assets ~~different~~and ~~revenue~~liabilities ~~streams,~~as of the ~~facilitating~~date ~~resource~~of ~~allocation~~the ~~and~~unaudited condensed consolidated financial ~~performance~~statements ~~evaluation.~~and ~~The~~the ~~reporting~~reported amounts of ~~operating~~revenues ~~segments~~and ~~aligns~~expenses ~~with~~during the ~~internal~~periods presented. ~~reports~~Significant accounting estimates reflected in our unaudited condensed consolidated financial statements include the estimated ~~provided~~retail price per point and estimated breakage to calculate the ~~CODM~~revenue recognized in our loyalty program revenue and customized software development revenue, auseful ~~group~~lives ~~composed~~of property and equipment, impairment of ~~specific~~long-lived ~~members~~assets, allowance for credit loss, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of the stock-based ~~Company’s~~compensation, ~~management~~fair ~~team~~value of the marketable securities, and fair value of the warrants issued. Actual results could differ from these estimates.

~~During the~~Foreign ~~year~~currency ~~ended June 30, 2025, the Company introduced a new revenue stream through customized software development services. As a result,~~translation ~~the Company operates through two reportable segments: (i) payment processing~~ and ~~e-commerce operation in its ZCITY platform, and (ii) customized software development as of December 31, 2025.~~transaction

~~Use~~Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of ~~estimates~~the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations and comprehensive loss. The reporting currency of the Company is United States Dollars (“US$”) and the accompanying unaudited condensed consolidated financial statements have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses and maintains their books and record in the local currency, Malaysian Ringgit (“MYR” or “RM”), as its functional currency. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “Translation of Financial Statement”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the unaudited condensed consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets.

The preparation of these unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in our unaudited condensed consolidated financial statements include the estimated retail price per point and estimated breakage to calculate the revenue recognized in our loyalty program revenue and customized software development revenue, useful lives of property and equipment, impairment of long-lived assets, allowance for credit loss, write-down for estimated obsolescence or unmarketable inventories, realization of deferred tax assets and uncertain tax position, fair value of the stock-based compensation, fair value of the marketable securities, and fair value of the warrants issued. Actual results could differ from these estimates.8

7Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:

TREASURE GLOBAL INC AND SUBSIDIARIES

	As of
	March 31, 2026		June 30, 2025
Period-average MYR: US$1 exchange rate		4.01		4.21

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	For the nine months ended March 31,
	2026		2025
Period-average MYR: US$1 exchange rate		4.12		4.43

~~Foreign currency~~Cash ~~translation~~ and ~~transaction~~cash equivalents

~~Transactions denominated~~Cash ~~in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing~~is atcarried the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at ~~the~~cost ~~balance sheet dates. The resulting exchange differences are recorded in the unaudited condensed consolidated statements of operations~~ and ~~comprehensive~~represents ~~loss.~~cash ~~The~~on ~~reporting~~hand, ~~currency~~time ofdeposits ~~the~~placed ~~Company~~with isbanks ~~United States~~or ~~Dollars~~other ~~(“US$”) and the accompanying unaudited condensed consolidated~~ financial ~~statements~~institutions ~~have been expressed in US$. The Company’s subsidiaries in Malaysia conducts their businesses~~ and ~~maintains~~all ~~their~~highly ~~books~~liquid ~~and~~investments with ~~record~~an inoriginal ~~the~~maturity ~~local~~of ~~currency, Malaysian~~three ~~Ringgit~~months ~~(“MYR”~~ or ~~“RM”), as its functional currency~~less. In ~~general,~~Cash ~~for~~equivalents ~~consolidation~~consist ~~purposes, assets and liabilities~~ of ~~its~~funds ~~subsidiaries~~received ~~whose~~from ~~functional currency is not US$ are translated into US$~~customers, inwhich ~~accordance~~funds ~~with~~were ~~ASC~~held ~~Topic~~at the ~~830~~third-~~30, “Translation~~party ofplatform’s ~~Financial~~fund ~~Statement”~~account, ~~using the exchange rate on the balance sheet date. Revenues~~ and ~~expenses~~which are ~~translated at~~unrestricted ~~average rates prevailing during the period. The gains~~ and ~~losses~~immediately ~~resulting~~available from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive gain or loss within the unaudited condensed consolidated statements of changes in stockholders’ deficiency. Cash flows are also translated at average translation rates for ~~the~~withdrawal ~~periods,~~and therefore, amounts reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheetsuse.

~~Translation of~~Crypto ~~foreign~~assets ~~currencies into US$1 have been made at the following exchange rates for the respective periods:~~receivable

	As of
	December 31, 2025		June 30, 2025
Period-average MYR: US$1 exchange rate		4.06		4.21

The Company enters into crypto asset yield arrangements with third-party platforms whereby stablecoins, USDT are transferred to the platform for a fixed contractual term in exchange for yield payments. During the contractual term, the principal balance is restricted from withdrawal, and the Company maintains a contractual right to receive the same quantity of USDT upon maturity. The Company accounts for the locked principal balance as a crypto assets receivable. The crypto assets receivable is initially recognized at cost, representing the fair value of the digital assets transferred to the platform on the transaction date, and is subsequently measured at fair value at each reporting date in accordance with ASC 350-60, Accounting for and Disclosure of Crypto Assets, with changes in fair value recognized in earnings. The Company also evaluates the crypto assets receivable for expected credit losses by considering the counterparty’s financial condition, historical experience, and other relevant factors. As of March 31, 2026, no allowance for credit losses was recognized. The changes in fair value recognized for the three and nine months ended March 31, 2026 were immaterial.

	For the six months ended December 31,
	2025		2024
Period-average MYR: US$1 exchange rate		4.19		4.42

Crypto Assets

~~Cash~~Crypto assets primarily consist of USDT earned from crypto asset yield arrangements that are freely withdrawable, tradable, or available for use by the Company. Digital assets received as interest income are initially recognized at fair value on the date earned and ~~cash~~are ~~equivalents~~subsequently measured at fair value at each reporting date in accordance with ASC 350-60, with changes in fair value recognized in earnings. he changes in fair value recognized for the three and nine months ended March 31, 2026 were immaterial.

~~Cash~~Accounts ~~is carried at cost and represents cash on hand~~receivable, time deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less. Cash equivalents consist of funds received from customers, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use.net

Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from sales of software development, ~~net~~and sales of health care products on its ZCITY platform. The carrying value of accounts receivable is reduced by an allowance for credit losses that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for credit losses is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance for credit losses when it is considered necessary. Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of March 31, 2026 and June 30, 2025, the Company recorded $735,309, and $9,924 of allowance for credit loss, respectively.

Accounts receivable are recorded at the invoiced amount less an allowance for any uncollectible accounts and do not bear interest. The Company provides various payment terms from cash due on delivery to 90 days based on customer’s credibility. Accounts receivable include money due from sales of software development, and sales of health care products on its ZCITY platform. The carrying value of accounts receivable is reduced by an allowance for credit losses that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for credit losses is recorded in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt rates, accounts aging, financial conditions of the customer and industry trends. Management also periodically evaluates individual customer’s financial condition, credit history, and the current economic conditions to make adjustments in the allowance for credit losses when it is considered necessary. Account balances are charged off against the allowance for credit losses after all means of collection have been exhausted and the potential for recovery is considered remote. The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary. As of December 31, 2025 and June 30, 2025, the Company recorded $705,089, and $9~~,924 of allowance for credit loss, respectively.~~

8Inventories

~~TREASURE~~Inventories ~~GLOBAL~~are ~~INC~~stated ~~AND~~at ~~SUBSIDIARIES~~the lower cost or net realizable value, cost being determined on a first in first out method. Costs include gift card or “E-voucher” pin code which are purchased from the Company’s suppliers as merchandized goods or store credit. Costs also included health care products, foods and beverage products which are purchased from the Company’s suppliers as merchandized goods. Management compares the cost of inventories with the net realizable value and if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals the difference between the costs of inventories and the estimated net realizable value based upon forecasts for future demand and market conditions. When inventories are written-down to the lower of cost or net realizable value, it is not marked up subsequently based on changes in underlying facts and circumstances. For the three and nine months ended March 31,2026 and 2025, no write-downs for estimated obsolescence or unmarketable inventories were recorded.

~~NOTES~~Other TOreceivables ~~THE~~and ~~UNAUDITED~~other ~~CONSOLIDATED~~current ~~FINANCIAL~~assets, ~~STATEMENTS~~net

~~Inventories~~Other receivables and other current assets consist of refundable collaboration deposit related to the partnership agreement with Credilab Sdn. Bhd. In addition, other receivables and other current assets also include prepayment made by the Company to third parties for software development, consulting service, cyber security service, director& officer liability insurance (“D&O Insurance), refundable advance to third party service provider, deposit for investment and other deposits.

~~Inventories~~Starting ~~are~~from ~~stated~~July at1, 2023, the ~~lower~~Company ~~cost~~adopted orASC ~~net~~Topic ~~realizable~~326 ~~value,~~on ~~cost~~its ~~being~~other ~~determined~~receivables onusing athe ~~first~~modified inretrospective ~~first out method~~approach. ~~Costs~~The ~~include~~new ~~gift card or~~credit ~~“E-voucher”~~loss ~~pin~~guidance ~~code~~replaces ~~which are purchased from~~ the ~~Company’s~~old ~~suppliers~~model asfor ~~merchandized~~measuring ~~goods~~the orallowance ~~store~~for credit. ~~Costs also~~losses ~~included~~with ~~health~~a ~~care~~model ~~products,~~that ~~foods~~is ~~and~~based ~~beverage~~on ~~products which are purchased from~~ the ~~Company’s~~expected ~~suppliers as merchandized~~losses ~~goods.~~rather ~~Management~~than ~~compares~~incurred ~~the~~losses. ~~cost~~Under ~~of inventories with~~ the ~~net~~new ~~realizable~~accounting ~~value and if applicable~~guidance, anthe ~~allowance~~Company ismeasures ~~made~~credit ~~for~~losses ~~writing down~~on ~~the inventory to~~ its ~~net~~other ~~realizable~~receivables ~~value,~~using ~~if lower than cost. On an ongoing basis, inventories are reviewed for potential write-down for estimated obsolescence or unmarketable inventories which equals~~ the ~~difference between the costs of inventories and the estimated~~ ~~net~~current ~~realizable~~expected ~~value~~credit ~~based~~loss ~~upon~~model ~~forecasts~~under ~~for~~ASC ~~future demand and market conditions~~326. ~~When~~As ~~inventories are written-down to the lower~~ of ~~cost~~ orMarch ~~net realizable value~~31,2026 itand isJune ~~not~~30, ~~marked~~2025, upthe ~~subsequently~~Company ~~based~~provided onallowance ~~changes~~for incredit ~~underlying facts and circumstances. For the three~~loss ~~and~~of ~~six months ended December 31~~$3,798,438 ~~2025~~ and ~~2024~~$1,078,353, ~~no write-downs for estimated obsolescence or unmarketable inventories were recorded~~respectively.

~~Other receivables and other current assets, net~~Prepayment

~~Other~~Prepayments ~~receivables~~and deposits are mainly cash deposited or advanced to suppliers for future inventory purchases. This amount is refundable and ~~other~~bears ~~current~~no interest. ~~assets~~For ~~consist~~any prepayments determined by management that such advances will not be in receipts of inventories, services, or refundable, the ~~collaboration~~Company ~~deposit~~will ~~related~~recognize toan ~~the~~allowance ~~partnership~~account ~~agreement~~to ~~with~~reserve ~~Credilab~~such ~~Sdn~~balances. Management reviews its prepayments on a regular basis to determine ~~Bhd.~~if Inthe ~~addition,~~allowance ~~other~~is ~~receivables~~adequate and ~~other~~adjusts ~~current~~the ~~assets~~allowance ~~also~~when ~~include~~necessary. ~~prepayment~~Delinquent ~~made~~account bybalances are written-off against allowance for doubtful accounts after management has determined that the likelihood of collection is not probable. The Company’s management continues to ~~third~~evaluate ~~parties~~the ~~for~~reasonableness ~~software development,~~of ~~consulting~~the ~~service,~~valuation ~~cyber~~allowance ~~security~~policy ~~service,~~and ~~director&~~update ~~officer~~it ~~liability~~if ~~insurance~~necessary. ~~(“D&O~~As ~~Insurance)~~of March 31,2026 ~~refundable~~and June 30, ~~advance~~2025, tothe ~~third~~Company ~~party~~did ~~service~~not ~~provider,~~record ~~deposit~~allowance for ~~investment~~doubtful ~~and~~account ~~other~~against ~~deposits~~prepayment.

Starting from July 1, 2023, the Company adopted ASC Topic 326 on its 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, the Company measures 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, the Company provided allowance for credit loss of $2,423,937 and $1,078,353, respectively.10

~~Prepayment~~Property and equipment, net

~~Prepayments~~Property and ~~deposits~~equipment are ~~mainly~~stated ~~cash~~at ~~deposited~~cost orless ~~advanced~~accumulated ~~to suppliers for future inventory purchases~~depreciation. ~~This~~Depreciation ~~amount~~ is ~~refundable~~computed ~~and~~using ~~bears no interest. For any prepayments determined by management that such advances will not be in receipts of inventories, services, or refundable,~~ the Company will recognize an allowance account to reserve such balances. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are writtenstraight-~~off~~line ~~against~~method ~~allowance for~~over ~~doubtful accounts after management has determined that~~ the ~~likelihood of collection is not probable. The Company’s management~~estimated ~~continues~~useful tolives ~~evaluate the reasonableness~~ of the ~~valuation~~assets ~~allowance~~with ~~policy~~no ~~and~~residual ~~update it if necessary~~value. AsThe ofestimated ~~December~~useful ~~31,~~lives ~~2025~~are ~~and~~as ~~June 30, 2025, the Company did not record allowance for doubtful account against prepayment.~~follows:

Property and equipment, net

		Expected useful lives
Computer and office equipment		5 years
Furniture and fixtures		3-5 years
Leasehold improvement		3 years

~~Property~~The cost and ~~equipment~~related ~~are~~accumulated ~~stated~~depreciation atof ~~cost~~assets ~~less~~sold ~~accumulated~~or ~~depreciation.~~otherwise ~~Depreciation~~retired isare ~~computed~~eliminated ~~using~~from the ~~straight-line~~accounts ~~method~~and ~~over~~any ~~the~~gain ~~estimated~~or loss is included ~~useful~~in ~~lives~~the unaudited condensed consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the ~~assets~~useful ~~with~~life noof ~~residual~~assets, ~~value~~are capitalized. The ~~estimated~~Company ~~useful~~also ~~lives~~re-evaluates ~~are~~the asperiods ~~follows:~~of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

		Expected useful lives
Computer and office equipment		5 years
Furniture and fixtures		3-5 years
Leasehold improvement		3 years

Intangible assets, net

9The Company’s acquired intangible assets with definite useful lives only consist of internal used software. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its internal use software with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated economic lives, which is determined to be approximately one to five years. As of March 31,2026 and June 30, 2025, the Company recorded $22,562,180 and $19,517,303 impairment of intangible assets.

~~TREASURE~~Impairment ~~GLOBAL~~for ~~INC~~long-lived ~~AND SUBSIDIARIES~~assets

~~NOTES~~Long-lived TOassets, ~~THE~~including ~~UNAUDITED~~property ~~CONSOLIDATED~~and ~~FINANCIAL~~equipment, ~~STATEMENTS~~and intangible assets 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. The Company assesses 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, the Company 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. As of March 31,2026 and June 30, 2025, $22,562,180 and $19,517,303 impairment of long-lived assets was recognized, respectively.

~~The~~Investment ~~cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included~~ in ~~the~~marketable unaudited condensed consolidated statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.securities

~~Intangible~~Investments ~~assets~~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 unaudited condensed 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 unaudited condensed 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 unaudited condensed consolidated statements of comprehensive loss.

The Company’s acquired intangible assets with definite useful lives only consist of internal used software. The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets for impairment. The Company typically amortizes its internal use software with definite useful lives on a straight-line basis over the shorter of the contractual terms or the estimated economic lives, which is determined to be approximately one to five years. As of December 31, 2025 and June 30, 2025, the Company recorded $22,562,180 and $19,517,303 impairment of intangible assets.11

~~Impairment~~Derivative ~~for long-lived assets~~liabilities

~~Long-lived~~A ~~assets, including property and equipment,~~contract ~~and~~is ~~intangible~~designated ~~assets~~as ~~with~~an ~~finite~~asset ~~lives are reviewed for impairment whenever events~~ or ~~changes in circumstances (such as~~ a ~~significant adverse~~liability ~~change~~and tois ~~market~~carried ~~conditions~~at ~~that~~fair ~~will~~value ~~impact~~on the ~~future~~Company’s ~~use~~balance ofsheet, ~~the~~with ~~assets)~~any ~~indicate~~changes ~~that~~in ~~the carrying~~ fair value ofrecorded anin ~~asset~~the ~~may~~Company’s ~~not be~~results ~~recoverable~~of operations. The Company ~~assesses~~then ~~the~~determines ~~recoverability~~which ofoptions, ~~the~~warrants ~~assets based on the undiscounted future cash flows the assets are expected to generate~~ and ~~recognize~~embedded ~~an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset~~features ~~plus~~require ~~net~~liability ~~proceeds~~accounting ~~expected~~and ~~from~~records ~~disposition of~~ the ~~asset,~~fair ~~if any, are less than the carrying~~ value ofas ~~the~~a ~~asset~~derivative liability. IfThe anchanges ~~impairment~~in ~~is identified,~~ the ~~Company~~values ~~would reduce the carrying amount~~ of ~~the~~these ~~asset~~instruments ~~to its estimated fair value based on a discounted cash flows approach or, when~~are ~~available~~shown ~~and~~in ~~appropriate,~~the tounaudited ~~comparable~~condensed ~~market~~consolidated ~~values.~~statements As of ~~December~~operations ~~31, 2025~~ and ~~June~~comprehensive ~~30,~~loss ~~2025,~~as ~~$22,562,180~~“change ~~and~~in ~~$19,517,303~~fair ~~impairment~~ value of ~~long-lived assets was recognized, respectively~~derivative liabilities”.

~~Investment in marketable securities~~Warrants

~~Investments~~The Company inaccounts ~~marketable~~for ~~securities,~~warrants ~~net,~~as ~~consist~~either ofequity ~~investments~~or inliability ~~listed~~instruments ~~shares,~~in ~~which~~accordance ~~are~~with ~~listed~~ASC on480, ~~Nasdaq.~~Distinguishing ~~Marketable~~Liabilities ~~securities~~from ~~are~~Equity, ~~accounted~~and ~~for~~ASC ~~under~~815, ~~ASC 321~~Derivatives and ~~reported~~Hedging, atbased ~~their~~on ~~readily determinable fair values as quoted by market exchanges with changes in fair value recorded in other (expense) income in~~ the ~~unaudited~~specific ~~condensed~~terms ~~consolidated~~and ~~statements~~conditions of ~~operations~~each ~~and comprehensive loss~~warrant. ~~All~~Warrants ~~changes in~~that ameet ~~marketable~~all ~~security’s~~criteria ~~fair~~for ~~value~~equity classification are ~~reported~~recorded in ~~earnings~~equity asat ~~they~~issuance ~~occur,~~with asno ~~such,~~subsequent ~~the~~remeasurement. ~~sale~~Warrants ofthat ado ~~marketable security does~~ not ~~necessarily~~ ~~give~~meet ~~rise~~the toequity aclassification requirements ~~significant~~are ~~gain~~classified oras ~~loss.~~liabilities ~~Unrealized~~and ~~gains/(losses)~~measured ~~due~~at ~~to fluctuations in~~ fair value, ~~are~~with ~~recorded~~changes in ~~the unaudited condensed 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~~earnings. ~~unaudited~~The ~~condensed~~classification is ~~consolidated~~reassessed ~~statements~~at ofeach ~~comprehensive~~reporting ~~loss~~period.

~~Derivative liabilities~~Revenue recognition

AThe Company ~~contract~~adopted isAccounting ~~designated~~Standards asUpdate an(“ASU”) ~~asset~~2014-09, orRevenue afrom ~~liability~~Contracts ~~and~~with isCustomers ~~carried~~(ASC atTopic ~~fair~~606) ~~value~~for onall ~~the~~periods presented. ~~Company’s~~The ~~balance~~core ~~sheet,~~principle ~~with~~underlying ~~any~~the ~~changes in~~revenue ~~fair~~recognition ~~value~~of ~~recorded~~this inASU allows the Company’s ~~results~~to ofrecognize ~~operations.~~- ~~The~~revenue ~~Company~~that ~~then~~represents the ~~determines~~transfer ~~which~~of ~~options,~~goods ~~warrants~~ and ~~embedded features~~services ~~require~~to ~~liability~~customers ~~accounting~~in ~~and~~an ~~records~~amount that reflects the ~~fair~~consideration ~~value~~to aswhich athe ~~derivative~~Company ~~liability.~~expects ~~The~~to ~~changes~~be entitled in ~~the~~such ~~values~~exchange. ofThis ~~these~~will ~~instruments are~~require ~~shown in~~ the ~~unaudited~~Company ~~condensed~~to ~~consolidated~~identify ~~statements~~contractual ofperformance ~~operations~~obligations and ~~comprehensive~~determine ~~loss~~whether asrevenue ~~“change~~should be recognized at a point in ~~fair~~time ~~value~~or over time, based on when control of ~~derivative liabilities”~~goods and services transfers to a customer.

~~Warrants~~To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

The ~~Company~~ Company accounts for ~~warrants~~a ascontract ~~either equity or liability instruments in accordance~~ with ~~ASC~~a ~~480,~~customer ~~Distinguishing~~when ~~Liabilities~~the ~~from~~contract ~~Equity, and~~is ~~ASC~~committed ~~815,~~in ~~Derivatives and Hedging~~writing, ~~based on~~ the ~~specific~~rights ~~terms and conditions~~ of ~~each~~the ~~warrant.~~parties, ~~Warrants~~including ~~that~~payment ~~meet all criteria for~~terms, ~~equity classification~~ are ~~recorded~~identified, ~~in equity at issuance with no subsequent remeasurement. Warrants that do not meet~~ the ~~equity~~contract ~~classification requirements~~has ~~are~~commercial ~~classified~~substance ~~as liabilities~~ and ~~measured~~consideration ~~at fair value, with changes in fair value recognized in earnings. The classification~~ is ~~reassessed~~probable atof ~~each~~substantially ~~reporting period~~collection.

10Revenue recognition policies for each type of revenue stream are as follows:

~~TREASURE GLOBAL~~Product ~~INC AND SUBSIDIARIES~~revenue

~~NOTES TO~~- ~~THE~~Performance ~~UNAUDITED~~obligations ~~CONSOLIDATED~~satisfied ~~FINANCIAL~~at ~~STATEMENTS~~a point in time

~~Revenue~~The Company ~~recognition~~primarily sells discounted gift cards (or E-vouchers) from retailers, health care products and computer products through individual order directly through the Company’s online marketplace platform and its mobile application (“ZCITY”). When the Company is acting as a principal in the transaction, the Company accounts for the revenue generated from its sales of E-vouchers, health care products, and computer products on a gross basis as the Company is responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. In making this determination, the Company assesses whether it is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company determined that it is primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases and pays for in full the applicable E-voucher, health care products and computer products from the vendors prior to posting such products for sale on its online marketplace platform and prior to taking any orders for sales of such products. Meanwhile, the Company maintained an average daily inventory of $94,566 to support an average 2.9 days of sales during the nine months ended March 31,2026, which demonstrate the Company had control over the products prior to selling it to the customers as the ownership of the products did not transfer momentarily to the customer after the Company purchased the products from vendors. In addition, the Company cannot return the products to the vendors due to lack of sales which demonstrated that the Company is subject to inventory risk, and it has discretion in establishing the price of the products which has demonstrated that the Company has the ability to direct the use of that good or service and obtain substantially all of the remaining benefits.

The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.12

~~To achieve~~In ~~that core principle~~certain instances, the Company ~~applies~~is ~~five-step~~acting ~~model~~as toan ~~recognize~~agent ~~revenue~~in ~~from~~the ~~customer~~transaction ~~contracts.~~and ~~The~~is ~~five-step~~engaging ~~model~~in ~~requires that~~drop ~~the~~shipping ~~Company~~arrangements ~~(i)~~for ~~identify~~health care, where the ~~contract~~products ~~with~~were ~~the~~shipped ~~customer,~~directly ~~(ii)~~from ~~identify~~the vendors to the ~~performance~~customers. ~~obligations~~In inthese ~~the~~drop ~~contract~~shipping transactions, ~~(iii) determine~~ the ~~transaction~~Company ~~price,~~was ~~including~~not ~~variable~~primarily responsible ~~consideration~~for tofulfilling the ~~extent~~promise ~~that~~to itdeliver isthe ~~probable~~products ~~that~~to athe ~~significant~~customers, ~~future~~and ~~reversal~~as ~~will~~a ~~not occur~~result, ~~(iv)~~did ~~allocate~~not ~~the~~exercise ~~transaction~~control ~~price~~over to the ~~respective~~goods or ~~performance~~assume ~~obligations~~any ininventory ~~the~~risks. ~~contract~~Therefore, ~~and~~the ~~(v)~~Company ~~recognize~~determined that revenue ~~when (or~~from ~~as)~~sales ~~the~~of ~~Company~~products ~~satisfies~~under the ~~performance~~drop ~~obligation~~shipping arrangements were recognized on a net basis.

The Company recognizes ~~accounts~~the ~~for~~sales aof ~~contract~~E-vouchers, ~~with~~health acare ~~customer~~products, and computer products revenue when the ~~contract~~control of the specified goods is ~~committed~~transferred to inits ~~writing,~~customer. No refund or return policy is provided to the ~~rights~~customer. ofPayment is received before the ~~parties~~goods are delivered to customers, as ~~including~~such no financing component has been recognized as the payment terms, are ~~identified~~for reasons other than financing. The products are sold without any warranty provided. For the three and nine months ended March 31, 2026, approximately $13,366 and $14,694 of product revenues are related to non-spending related activities with the ~~contract~~same ~~has~~amount ~~commercial~~recorded ~~substance~~as selling expenses, respectively. For the three and ~~consideration~~nine ismonths ended ~~probable~~March 31,2025, approximately $3,000 and $33,000 of ~~substantially~~product ~~collection~~revenues are related to non-spending related activities with the same amount recorded as selling expenses, respectively.

~~Revenue~~Loyalty ~~recognition policies for each type of revenue stream are as follows:~~program

~~Product revenue~~- Performance obligations satisfied at a point in time

-The ~~Performance~~Company’s ZCITY ~~obligations~~reward ~~satisfied~~loyalty atprogram aallows members to earn points on purchases that can be redeemed for rewards that include discounts on future purchases. When members purchase the Company’s product or make purchase with the Company’s participated vendor through ZCITY, the Company allocate the transaction price between the product and service, and the reward points earned based on the relative stand-alone selling prices and expected point inredemption. ~~time~~The portion allocated to the reward points is initially recorded as contract liability and subsequently recognized as revenue upon redemption or expiration.

The ~~Company primarily sells discounted gift cards~~two ~~(or~~primary ~~E-vouchers)~~estimates ~~from~~utilized ~~retailers,~~to ~~health~~record ~~care products and computer products through individual order directly through~~ the ~~Company’s online~~contract ~~marketplace~~liabilities ~~platform~~for ~~and~~reward ~~its~~points ~~mobile~~earned ~~application~~by ~~(“ZCITY”).~~members ~~When~~are the ~~Company~~estimated isretail ~~acting~~price ~~as a principal in the transaction,~~per ~~the~~point ~~Company accounts for the revenue generated from its sales of E-vouchers, health care products,~~ and ~~computer~~estimated ~~products~~breakage. onThe aestimated ~~gross~~retail ~~basis as~~price ~~the~~per ~~Company~~point is ~~responsible~~based ~~for~~on ~~fulfilling~~ the ~~promise~~actual tohistorical ~~provide~~retail ~~the~~prices ~~specified goods, which the Company has control~~ of ~~the~~product ~~goods and~~purchased ~~has~~or ~~the~~service ~~ability~~obtained tothrough ~~direct~~ the ~~use~~redemption of ~~goods~~reward ~~to obtain substantially all the benefits~~points. InThe ~~making this determination, the~~ Company ~~assesses whether~~estimate itbreakage ~~is primarily obligated in these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all~~ of ~~these~~reward ~~indicators~~points inbased ~~accordance~~on ~~with~~historical ~~ASC 606-10-55-36 through 40~~redemption rates. The Company ~~determined~~continually ~~that~~evaluates itits ismethodology ~~primarily responsible for fulfilling the promise to provide the specified good as the Company directly purchases~~ and ~~pays~~assumptions ~~for~~based ~~in full the applicable E-voucher, health care products and computer products from the vendors prior to posting of such products for sale~~ on ~~its~~developments ~~online~~in ~~marketplace~~retail ~~platform and~~price ~~prior~~per topoint ~~taking any orders for sales of such products. Meanwhile~~redeemed, ~~the Company maintained an average daily inventory of $57,301 to~~redemption ~~support~~patterns anand ~~average~~other 3factors.8 ~~days of~~Changes ~~sales~~in ~~during~~ the ~~six~~retail ~~months~~price ~~ended~~per ~~December~~point ~~31,~~and ~~2025,~~redemption ~~which~~rates ~~demonstrate~~have the ~~Company~~effect ~~had control over the products prior to selling it to the customers as the ownership~~ of ~~the~~either ~~products~~increasing ~~did~~or ~~not transfer momentarily to the customer after~~decreasing the ~~Company~~contract ~~purchased~~liabilities ~~the~~through ~~products~~current ~~from~~period ~~vendors.~~revenue Inby ~~addition,~~an ~~the~~amount ~~Company~~estimated ~~cannot return the products~~ to ~~the~~represent ~~vendors due to lack of sales which demonstrated that~~ the ~~Company~~retail isvalue ~~subject to inventory risk, and it has discretion in establishing the price~~ of ~~the~~all ~~products~~points ~~which~~previously ~~has~~earned ~~demonstrated~~but ~~that~~not ~~the~~yet ~~Company~~redeemed ~~has~~by ~~the~~loyalty ~~ability~~program tomembers ~~direct~~as ~~the use~~ of ~~that~~the ~~good~~end ~~or service and obtain substantially all~~ of the ~~remaining benefits~~reporting period.

InTransactions certain instances, the Company is acting as an agent in the transaction and is engaging in drop shipping arrangements for health care, where the products were shipped directly from the vendors to the customers. In these drop shipping transactions, the Company was not primarily responsible for fulfilling the promise to deliver the products to the customers, and as a result, did not exercise control over the goods or assume any inventory risks. Therefore, the Company determined that revenue ~~from sales of products under the drop shipping arrangements were recognized on a net basis.~~

11- Performance obligations satisfied at a point in time

~~TREASURE~~The transactions ~~GLOBAL~~revenues ~~INC~~primarily ~~AND~~consist ~~SUBSIDIARIES~~of fees charged to merchants for participating in ZCITY upon successful sales transaction and payment service taken place between the merchants and their customers online.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~13

The Company earns ~~recognizes~~transaction ~~the~~revenue ~~sales~~from ofmerchants ~~E-vouchers,~~when ~~health~~transactions ~~care~~are ~~products,~~completed ~~and~~on ~~computer~~certain ~~products~~retail ~~revenue~~marketplaces. ~~when~~Such ~~the~~revenue ~~control~~is ofgenerally ~~the~~determined as ~~specified~~a ~~goods is~~percentage ~~transferred~~based toon ~~its~~the ~~customer.~~value Noof ~~refund~~merchandise or ~~return~~services ~~policy~~being issold ~~provided~~by to the ~~customer~~merchants. ~~Payment~~In isconnection ~~received~~with ~~before~~ the ~~goods~~transaction ~~are delivered~~revenue, tothe ~~customers,~~Company asoffers ~~such~~to noshare ~~financing~~the ~~component~~profit ~~has~~of ~~been recognized as~~ the ~~payment~~transaction ~~terms~~(“agent ~~are~~commission”) ~~for~~to ~~reasons~~the ~~other~~agents ~~than~~who ~~financing.~~has ~~The~~referred ~~products~~merchants to ~~are~~participating ~~sold~~in ~~without~~Company’s ~~any~~online ~~warranty~~marketplace ~~provided.~~platform ~~For the three~~ and ~~six~~in ~~months~~ZCITY. ~~ended~~Transaction ~~December~~revenue ~~31,~~is ~~2025~~recognized, ~~approximately~~net ~~$328 and $1328~~ of ~~product revenues~~agent ~~are related to non-spending related activities with the same amount recorded as selling expenses~~commission, in ~~respectively. For~~ the ~~three and~~unaudited ~~six~~condensed ~~months~~consolidated ~~ended~~statements ~~December 31, 2024, approximately $9,000 and $30,000~~ of ~~product~~operations ~~revenues~~at ~~are~~the ~~related~~time towhen ~~non-spending related activities with~~ the ~~same~~underlying ~~amount~~transaction ~~recorded~~is ~~as selling expenses, respectively~~completed.

~~Loyalty~~Member ~~program~~subscription revenue

- Performance obligations satisfied atover ~~a point in~~ time

~~The~~In order ~~Company’s ZCITY reward~~to ~~loyalty~~attract ~~program~~more ~~allows~~customer ~~members~~ to ~~earn~~engage ~~points~~with onthe ~~purchases~~Company’s ~~that~~online ~~can~~marketplace beand ~~redeemed~~in ~~for~~ZCITY, ~~rewards~~the ~~that include~~Company ~~discounts~~provides onmembership ~~future~~subscription to ~~purchases.~~the ~~When~~customers ~~members~~to ~~purchase~~join the ~~Company’s~~Zmember ~~product~~program, ora ~~make~~membership ~~purchase~~program that provides member with ~~the~~benefits ~~Company’s~~which ~~participated vendor~~included ~~through ZCITY~~exclusive saving, bonus, ~~the~~and ~~Company~~referral ~~allocate~~rewards. ~~the~~Member ~~transaction~~subscription ~~price~~revenue ~~between~~primarily ~~the~~consists ~~product~~of ~~and~~fees ~~service,~~charge ~~and~~to ~~the~~customers ~~reward~~who ~~points~~sign ~~earned~~up ~~based on~~for ~~the~~Zmember. ~~relative~~As ~~stand-alone~~the Company ~~selling~~provides ~~prices~~customers ~~and~~with ~~expected~~6 ~~point~~months ~~redemption.~~member ~~The~~subscription ~~portion~~service ~~allocated~~in togeneral, ~~the~~member ~~reward~~subscription ~~points~~revenue is ~~initially~~recognized ~~recorded as~~in ~~contract~~the ~~liability~~unaudited condensed ~~and~~consolidated ~~subsequently~~statement ~~recognized~~of asoperation ~~revenue~~over ~~upon~~time ~~redemption~~across orthe ~~expiration~~subscription period.

~~The two~~Customized ~~primary~~software ~~estimates utilized to record the contract liabilities for reward points earned by members are the estimated retail price~~development ~~per point and estimated breakage. The estimated retail price per point is based on the actual historical retail prices of product purchased or~~ service obtained through the redemption of reward points. The Company estimate breakage of reward points based on historical redemption rates. The Company continually evaluates its methodology and assumptions based on developments in retail price per point redeemed, redemption patterns and other factors. Changes in the retail price per point and redemption rates have the effect of either increasing or decreasing the contract liabilities through current period revenue ~~by an amount estimated to represent the retail value of all points previously earned but not yet redeemed by loyalty program members as of the end of the reporting period.~~

~~Transactions revenue~~- Performance obligations satisfied over time

-The ~~Performance~~Company generates ~~obligations~~revenue ~~satisfied~~from atcustomized asoftware ~~point~~development inservices typically include the design, development, and implementation of tailored digital systems and integrated software solutions. The customized software development service is generally recognized over time as the Company satisfies its performance obligations, based on its efforts or inputs, due to the continuous transfer of control to the customer and the enforceable right to payment for performance completed to date.

~~The~~Customized ~~transactions~~software ~~revenues~~development ~~primarily~~service ~~consist~~revenue is recognized using an input measure (i.e., costs incurred to date relative to total estimated costs at completion) to measure progress. The Company generally uses the cost-to-cost measure of ~~fees~~progress ~~charged~~method because it best depicts the transfer of control to ~~merchants~~the ~~for~~customer ~~participating~~as ~~in ZCITY upon~~the ~~successful~~Company ~~sales~~incurs ~~transaction~~costs on its contracts. Under this method, the extent of progress toward completion ~~and~~is ~~payment~~measured ~~service~~based ~~taken~~on ~~place~~the ~~between~~ratio of total costs incurred to date to the ~~merchants~~total ~~and~~estimated ~~their~~costs ~~customers~~at ~~online~~completion of the performance obligation. Revenues, including estimated fees or profits, are recognized proportionally as costs are incurred.

~~The~~Any expected ~~Company~~losses ~~earns transaction revenue from merchants when transactions are completed~~ on ~~certain~~customized ~~retail~~software ~~marketplaces.~~development ~~Such~~service ~~revenue~~contracts isin ~~generally determined~~progress asare arecognized ~~percentage~~in ~~based~~full onin the ~~value~~period ofthe ~~merchandise~~losses orare ~~services~~identified. Contract ~~being~~costs ~~sold~~include byall ~~the~~direct ~~merchants.~~labor Incosts, ~~connection~~subcontracted ~~with~~developments ~~the~~resources ~~transaction revenue~~cost, ~~the~~and ~~Company~~those ~~offers~~indirect tocosts ~~share~~related ~~the profit of the transaction (“agent commission”)~~ to ~~the~~contract performance. ~~agents~~Contract ~~who~~modifications ~~has~~that ~~referred~~extend ~~merchants to~~or ~~participating~~revise incontract ~~Company’s~~terms ~~online~~generally ~~marketplace~~result ~~platform and~~ in ~~ZCITY.~~ ~~Transaction~~recognizing ~~revenue~~the isimpact ~~recognized, net~~ of ~~agent~~the ~~commission,~~revised terms inprospectively over the ~~unaudited~~remaining ~~condensed~~life ~~consolidated statements~~ of ~~operations at~~ the ~~time~~modified ~~when~~contract ~~the~~(i.e., ~~underlying~~effectively ~~transaction~~like isa ~~completed~~new contract).

~~Member subscription revenue~~14

-Disaggregated information ~~Performance~~of ~~obligations~~revenues ~~satisfied~~by ~~over~~products/services ~~time~~are as follows:

In order to attract more customer to engage with the Company’s online marketplace and in ZCITY, the Company provides membership subscription to the customers to join the Zmember program, a membership program that provides member with benefits which included exclusive saving, bonus, and referral rewards. Member subscription revenue primarily consists of fees charge to customers who sign up for Zmember. As the Company provides customers with 6 months member subscription service in general, member subscription revenue is recognized in the unaudited condensed consolidated statement of operation over time across the subscription period.

	For the three months ended				For the nine months ended
	March 31,				March 31,
	2026		2025		2026		2025
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Gift card or “E-voucher” revenue ⁽¹⁾	$	1,471,469	$	25,786	$	2,697,009	$	62,483
Health care products, computer products, and food and beverage products revenue ⁽¹⁾		12,812		-		44,726		296,667
Loyalty program revenue ⁽¹⁾		8,515		2,808		10,997		19,448
Transaction revenue ⁽¹⁾		8,111		35,321		11,694		106,879
Member subscription revenue ⁽²⁾		-		-		-		87,707
Total revenue from ZCITY platform		1,500,907		63,915		2,764,426		573,184

Revenue from Customized software development ⁽²⁾		-		602,606		-		602,606

Total revenues	$	1,500,907	$	666,521	$	2,764,426	$	1,175,790

12(1) Revenue recognized at a point in time.

~~TREASURE GLOBAL~~(2) ~~INC~~Revenue ~~AND~~recognized ~~SUBSIDIARIES~~over time.

~~NOTES TO~~Cost ~~THE~~of ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~revenue

~~Customized~~Cost of ~~software~~revenue ~~development~~sold ~~service~~mainly consists of the purchases of gift cards or “E-voucher” pin codes, and health care products, which are directly attributable to the sales of products on the Company’s online marketplace platform. In addition, cost of revenue sold also includes labor and subcontracted development resource costs related to customized software development services.

~~- Performance obligations satisfied over time~~Advertising costs

~~The~~Advertising ~~Company~~costs ~~generates~~amounted ~~revenue~~to ~~from customized software development services typically include the design~~$12,621 ~~development,~~ and ~~implementation of~~$43,456 ~~tailored~~for ~~digital~~the ~~systems~~three and ~~integrated~~nine ~~software~~months ~~solutions.~~ended ~~The~~March ~~customized software development service is generally recognized over time as the Company satisfies its performance obligations~~31, ~~based on its efforts or inputs~~2026, ~~due to the continuous transfer of control to the customer and the enforceable right to payment for performance completed to date~~respectively.

~~Customized~~Advertising ~~software development service revenue is recognized using an input measure (i.e.,~~ costs ~~incurred~~amounted to ~~date~~$2,894 ~~relative~~and to total estimated costs at completion) to measure progress. The Company generally uses the cost-to-cost measure of progress method because it best depicts the transfer of control to the customer as the Company incurs costs on its contracts. Under this method$97,597 ~~the~~for ~~extent of progress toward completion is measured based on~~ the ~~ratio~~three ofand ~~total~~nine ~~costs~~months ~~incurred~~ended toMarch ~~date to the total estimated costs at completion of the performance obligation. Revenues~~31, ~~including~~2025 ~~estimated fees or profits, are recognized proportionally as costs are incurred~~respectively.

~~Any expected~~Research losses on customized software development service contracts in progress are recognized in full in the period the losses are identified. Contract costs include all direct labor costs, subcontracted developments resources cost, and those indirect costs related to contract performance. Contract modifications that extend or revise contract terms generally result in recognizing the impact of the revised terms prospectively over the remaining life of the modified contract (i.e., effectively like a new contract).development

~~Disaggregated~~Research ~~information~~and ofdevelopment ~~revenues~~expenses byinclude ~~products/services~~salaries ~~are~~and asother ~~follows:~~compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team.

	For the three months ended				For the six months ended
	December 31,				December 31,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Gift card or “E-voucher” revenue (1)	$	1,044,411	$	13,510	$	1,225,540	$	36,697
Health care products, computer products, and food and beverage products revenue (1)		31,914		244,903		31,914		296,667
Loyalty program revenue (1)		2,092		9,846		2,482		16,640
Transaction revenue (1)		2,575		28,478		3,583		71,558
Member subscription revenue (2)		-		5,161		-		87,707
Total revenue from ZCITY platform		1,080,992		301,898		1,263,519		509,269
Revenue from Customized software development (2)		-		-		-		-
Total revenues	$	1,080,992	$	301,898	$	1,263,519	$	509,269

Research and development expenses include salaries and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the Company’s research and product development team. Research and development expenses amounted to $78,892 and $881,536 for the three and nine months ended March 31,2026, respectively. Research and development expenses amounted to $5,343 and $85,688 for the three and nine months ended March 31,2025, respectively.

~~(1)~~Defined contribution ~~Revenue recognized at a point in time.~~plan

~~(2)~~The ~~Revenue~~full-time employees ~~recognized~~of ~~over~~the ~~time~~Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.

13Total expenses for the plans were $25,138 and $70,279 for the three and nine months ended March 31,2026, respectively. Total expenses for the plans were $12,255 and $74,376 for the three and nine months ended March 31 2025, respectively.

~~TREASURE GLOBAL INC AND SUBSIDIARIES~~15

~~NOTES~~The related TOcontribution ~~THE~~plans ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~include:

~~Cost~~ ● Social Security Organization (“SOSCO”) – 1.75% based on employee’s monthly salary capped of ~~revenue~~RM 4,000;

~~Cost of~~● ~~revenue~~Employees ~~sold~~Provident ~~mainly~~Fund ~~consists of the purchases of gift cards or~~ (“~~E-voucher~~EPF”) ~~pin~~– ~~codes,~~12% ~~and~~based ~~health care products, which are directly attributable to the sales of products~~ on ~~the Company~~employee’s ~~online~~monthly ~~marketplace platform. In addition, cost of revenue sold also includes labor and subcontracted development resource costs related to customized software development services.~~salary;

~~Advertising costs~~● Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;

~~Advertising~~Income ~~costs amounted to $987,060 and $1,005,045 for the three and six months ended December 31, 2025, respectively.~~taxes

~~Advertising~~The Company ~~costs~~accounts ~~amounted~~for toincome ~~$29,167 and~~taxes ~~$94,703~~ in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the ~~three~~results ~~and~~for ~~six~~the ~~months~~fiscal year ~~ended~~as ~~December~~adjusted ~~31,~~for ~~2024~~items ~~respectively~~which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

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

~~Research~~An uncertain ~~and~~tax ~~development~~position ~~expenses~~is ~~include~~recognized ~~salaries~~as ~~and~~a ~~other~~benefit ~~compensation-related~~only ~~expenses~~if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the ~~Company’s~~largest ~~research~~amount ~~and~~of ~~product~~tax ~~development~~benefit that is ~~personnel~~greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related ~~expenses~~to underpayment of income tax for the ~~Company’s~~nine ~~research~~months ~~and~~ended ~~product~~March ~~development~~31,2026 and ~~team~~2025.

~~Research and~~The ~~development expenses include salaries and other compensation-related expenses to the~~ Company~~’s research and product development~~ ~~personnel,~~is ~~and~~incorporated ~~related~~in ~~expenses for~~ the ~~Company’s~~State ~~research~~of ~~and~~Delaware ~~product development team. Research~~ and ~~development~~is ~~expenses~~required ~~amounted~~ to ~~$24,671 and $802,644~~pay ~~for~~franchise ~~the~~taxes ~~three and six months ended December 31, 2025, respectively. Research and development expenses amounted~~ to ~~$33,136 and $80,345 for~~ the ~~three~~State ~~and~~of ~~six~~Delaware ~~months~~on ~~ended~~an ~~December~~annual ~~31, 2024, respectively~~basis.

~~Defined~~The Company ~~contribution~~conducts ~~plan~~much of its business activities in Malaysia and is subject to tax in its jurisdiction. As a result of its business activities, the Company will file separate tax returns that are subject to examination by the foreign tax authorities.

~~The full~~Stock-~~time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits~~ based ~~on certain percentages of the employees’ respective salaries, subject to certain ceilings, in~~ ~~accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.~~compensation

~~Total~~The ~~expenses for the plans were $27,539 and~~Company ~~$45,141~~accounts for ~~the~~stock-based ~~three~~compensation ~~and~~in ~~six~~accordance ~~months~~with ~~ended~~ASC ~~December 31~~718, ~~2025,~~Compensation—Stock ~~respectively~~Compensation. ~~Total~~Stock-based ~~expenses~~awards ~~for~~are ~~the~~measured at ~~plans~~grant-date ~~were~~fair ~~$14,442~~ value and ~~$62,121 for~~ recognized over the ~~three~~requisite ~~and~~service ~~six~~period ~~months~~or ~~ended~~as ~~December~~goods ~~31,~~or ~~2024,~~services ~~respectively~~are received.

The Company ~~related~~has ~~contribution~~elected ~~plans~~to ~~include:~~account for forfeitures as they occur. Accordingly, previously recognized compensation expense is reversed in the period an award is forfeited.

●Certain awards ~~Social~~represent ~~Security~~predetermined ~~Organization~~dollar ~~(“SOSCO”)~~amounts –to 1be settled in a variable number of shares and are therefore classified as liability awards.~~75%~~ ~~based~~Liability-classified onawards ~~employee’s~~are ~~monthly~~remeasured ~~salary~~at ~~capped~~fair ofvalue RMat 4each reporting date until settlement,~~000;~~ with changes in fair value recognized in compensation expense. Upon settlement, the liability is reclassified to common stock and additional paid-in capital.

●Non-employee awards ~~Employees~~are ~~Provident~~accounted ~~Fund~~for ~~(“EPF”)~~under –ASC ~~12%~~718, ~~based~~as onamended ~~employee’s~~by ~~monthly~~ASU ~~salary;~~2018-07, and are recognized over the contractual service period. If equity instruments are issued in advance of services and are not subject to forfeiture, a prepaid asset is recorded and amortized over the service period.

~~● Employment Insurance System (“EIS”) – 0.2% based on employee’s monthly salary capped of RM 4,000;~~16

~~Income~~Comprehensive ~~taxes~~loss

~~The~~Comprehensive ~~Company~~loss ~~accounts~~consists ~~for~~of ~~income~~two ~~taxes~~components, innet ~~accordance~~loss ~~with~~and ~~U.S.~~other ~~GAAP~~comprehensive ~~for income taxes~~loss. ~~The~~Net ~~charge~~loss ~~for~~refers ~~taxation~~to isrevenue, ~~based~~expenses, ongains ~~the~~and ~~results~~losses ~~for~~that under ~~the~~GAAP ~~fiscal~~are ~~year~~recorded as ~~adjusted~~an ~~for~~element ~~items~~of ~~which~~stockholders’ ~~are~~deficiency. ~~non-assessable~~Other orcomprehensive ~~disallowed~~loss is excluded from net loss. ItOther iscomprehensive loss ~~calculated~~consists ~~using~~of ~~tax~~a ~~rates~~foreign ~~that~~currency ~~have~~translation ~~been~~adjustment ~~enacted or~~resulting ~~substantively~~from ~~enacted~~the byCompany not using the ~~balance~~U.S. ~~sheet~~dollar ~~date~~as its functional currencies.

14Earnings (loss) per share

~~TREASURE~~The Company ~~GLOBAL~~computes ~~INC~~earnings ~~AND~~(loss) ~~SUBSIDIARIES~~per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the nine months ended March 31,2026 and 2025, 477,540 and 2 contingent shares to be issued to the investor, underwriters and convertible note holders are excluded in the diluted EPS calculation due to its anti-diluted effect, respectively.

~~NOTES TO~~Fair ~~THE~~value ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~measurements

~~Deferred~~Fair value ~~taxes~~is ~~are~~defined ~~accounted~~as ~~for using~~ the ~~asset~~price ~~and~~that ~~liability~~would ~~method~~be inreceived ~~respect~~for ofan ~~temporary~~asset, ~~differences~~or ~~arising~~paid ~~from~~to ~~differences~~transfer ~~between~~a ~~the carrying~~liability, ~~amount~~in ofan ~~assets~~orderly ~~and~~transaction ~~liabilities~~between inmarket participants at the ~~unaudited~~measurement ~~condensed~~date. ~~consolidated~~Valuation ~~financial~~techniques ~~statements~~maximize ~~and~~ the ~~corresponding~~use ~~tax~~of ~~basis used~~observable ininputs and minimize the ~~computation~~use of ~~assessable tax profit~~unobservable inputs. InWhen ~~principle,~~determining ~~deferred~~the ~~tax~~fair ~~liabilities~~value ~~are~~measurements ~~recognized~~ for ~~all taxable temporary differences. Deferred tax~~ assets ~~are~~and ~~recognized~~liabilities, to the ~~extent~~Company ~~that~~considers itthe isprincipal ~~probable~~or ~~that~~most ~~taxable~~advantageous market ~~profit~~in ~~will be available against~~ which ~~deductible~~it ~~temporary differences~~would ~~can~~transact beand ~~utilized.~~considers ~~Deferred~~assumptions ~~tax is calculated using tax rates~~ that ~~are~~market ~~expected~~participants towould ~~apply~~use ~~to the period~~ when pricing the asset ~~is realized,~~ or ~~the~~ liability ~~is settled~~. ~~Deferred~~The following ~~tax~~summarizes ~~is charged or credited in~~ the ~~income~~three ~~statement,~~levels ~~except~~of ~~when~~inputs itrequired ~~is related~~ to ~~items~~measure ~~credited or~~fair ~~charged directly to equity~~value, inof which ~~case~~ the ~~deferred~~first ~~tax~~two ~~is also dealt with in equity. Deferred tax assets~~ are ~~reduced~~considered byobservable ~~a valuation~~and ~~allowance when, in~~ the ~~opinion~~third ~~of management, it~~ is ~~more~~considered ~~likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.~~unobservable:

~~An uncertain~~Level ~~tax~~1 ~~position~~- isUnadjusted ~~recognized as a benefit only if it is “more likely than not” that the tax position would be sustained~~quoted prices in aactive ~~tax~~markets examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely to be realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for ~~the~~identical ~~six~~assets ~~months~~or ~~ended December 31, 2025 and 2024~~liabilities.

~~The~~Level 2 ~~Company~~- isObservable ~~incorporated~~inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in ~~the~~markets ~~State~~that are ofnot ~~Delaware~~active; ~~and~~or isother ~~required~~inputs tothat ~~pay~~are ~~franchise~~observable ~~taxes~~or tocan be corroborated by observable market data for substantially the ~~State~~full term of ~~Delaware~~the onassets anor ~~annual basis~~liabilities.

~~The~~Level 3 ~~Company~~- ~~conducts~~Unobservable ~~much~~inputs ofthat ~~its~~are ~~business~~supported ~~activities~~by inlittle ~~Malaysia~~or ~~and~~no ismarket ~~subject~~activity toand ~~tax in its jurisdiction. As a result of its business activities, the Company will file separate tax returns~~ that are ~~subject~~significant to ~~examination~~the byfair ~~the~~value ~~foreign~~of ~~tax~~the ~~authorities~~assets or liabilities.

~~Stock-~~The fair value for certain assets and liabilities such as cash and cash equivalents, accounts receivable, inventories, other receivables and other current assets, prepayments, accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its related party loan and insurance loan, approximate fair value based ~~compensation~~on current yields for debt instruments with similar terms. The fair value of crypto assets receivable and crypto assets is based on market price in an active market (Level 1) at the end of each reporting period. The Company’s warrants issued to Alumni Capital under Share Purchase Agreement (see Note 13) is not traded in an active securities market (level 3); therefore, the Company estimates the fair value to those warrants using the Black-Scholes valuation model on grant date and at the end of each reporting period.

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation. Stock-based awards are measured at grant-date fair value and recognized over the requisite service period or as goods or services are received.17

The ~~Company~~following ~~has~~table ~~elected~~presents toinformation ~~account~~about ~~for~~the ~~forfeitures~~Company’s asassets ~~they~~and ~~occur.~~liabilities ~~Accordingly,~~that ~~previously~~were ~~recognized~~measured ~~compensation~~at ~~expense~~fair isvalue ~~reversed~~on ina ~~the~~recurring ~~period~~basis anas ~~award~~of isMarch ~~forfeited.~~31, 2026 and June 30, 2025:

Certain awards represent predetermined dollar amounts to be settled in a variable number of shares and are therefore classified as liability awards. Liability-classified awards are remeasured at fair value at each reporting date until settlement, with changes in fair value recognized in compensation expense. Upon settlement, the liability is reclassified to common stock and additional paid-in capital.

	March 31, 2026 (Unaudited)		Quoted Prices in Active Market (Level 1)		Significant Other Observable Input (Level 2)		Significant Other Unobservable Input (Level 3)

Assets:
Crypto assets receivable	$	301,937	$	301,937	$	-	$	-
Crypto assets	$	41,591	$	41,591	$	-	$	-

Liabilities:
Derivative liabilities (Warrant issued under Share Purchase Agreement)	$	1,165,795	$	-	$	-	$	1,165,795

Non-employee awards are accounted for under ASC 718, as amended by ASU 2018-07, and are recognized over the contractual service period. If equity instruments are issued in advance of services and are not subject to forfeiture, a prepaid asset is recorded and amortized over the service period.

	June 30, 2025		Quoted Prices in Active Market (Level 1)		Significant Other Observable Input (Level 2)		Significant Other Unobservable Input (Level 3)

Liabilities:
Derivative liabilities (Warrant issued under Share Purchase Agreement)	$	383,886	$	-	$	-	$	383,886

~~Comprehensive~~The following ~~loss~~is a reconciliation of the beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis for the nine months ended March 31,2026 and for the year ended June 30, 2025:

Comprehensive loss consists of two components, net loss and other comprehensive loss. Net loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ deficiency. Other comprehensive loss is excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies.

	Warrant issued under Share Purchase Agreement
Balance as of June 30, 2024	$	-
Derivative liabilities recognized at grant date		2,450,227
Change in fair value of derivative liabilities		(1,816,917	)
Exercised of warrants		(249,424	)
Balance as of June 30, 2025		383,886
Derivative liabilities recognized at grant date		10,797,112
Change in fair value of derivative liabilities		(5,400,218	)
Exercised of warrants		(4,614,985	)
Balance as of March 31, 2026 (Unaudited)	$	1,165,795

~~Earnings~~Related ~~(loss) per share~~parties

~~The Company computes earnings (loss) per share (“EPS”) in accordance with ASC 260~~Parties, ~~“Earnings per Share”. ASC 260 requires companies to present basic and diluted~~ ~~EPS.~~which ~~Basic~~can ~~EPS~~be ~~is measured as net loss divided by the weighted average common stock outstanding for the period. Diluted EPS presents the dilutive effect on~~ a ~~per~~corporation ~~share~~or ~~basis of the potential ordinary shares (e.g.~~individual, ~~convertible~~are ~~securities,~~considered ~~options~~to ~~and~~be ~~warrants)~~related as if ~~they had been converted at~~ the ~~beginning~~Company ofhas the ~~periods presented~~ability, directly or ~~issuance date~~indirectly, ifto ~~later. Potential common stock that have an anti-dilutive~~control ~~effect~~the ~~(i.e.,~~other ~~those~~party ~~that increase income per share~~ or ~~decrease~~exercise ~~loss~~significant ~~per~~influence ~~share)~~over ~~are excluded from~~ the ~~calculation~~other ofparty ~~diluted~~in ~~EPS.~~making ~~For~~financial ~~the six months ended December 31, 2025~~ and ~~2024,~~operating ~~477,540~~decisions. ~~and~~Companies 2are ~~contingent~~also considered ~~shares~~ to be ~~issued~~related toif ~~the~~they ~~investor, underwriters and convertible note holders~~ are ~~excluded~~subject into ~~the~~common ~~diluted~~control ~~EPS~~or ~~calculation~~common ~~due~~significant ~~to its anti-diluted effect, respectively~~influence.

15Lease

~~TREASURE~~Effective ~~GLOBAL~~July ~~INC~~1, ~~AND~~2022, ~~SUBSIDIARIES~~the Company adopted ASU 2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~18

~~Fair~~If any ~~value~~of ~~measurements~~the following criteria are met, the Company classifies the lease as a finance lease:

~~Fair value~~● isThe ~~defined~~lease astransfers ~~the~~ownership ~~price~~of ~~that~~the ~~would~~underlying ~~be received for an~~ asset, ~~or paid~~ to ~~transfer a liability, in an orderly transaction between market participants at~~ the ~~measurement~~lessee ~~date.~~by ~~Valuation techniques maximize~~ the ~~use~~end of ~~observable inputs and minimize~~ the ~~use~~lease of unobservable inputs. When determining the fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third is considered unobservable:term;

~~Level 1~~● -The ~~Unadjusted~~lease ~~quoted~~grants ~~prices~~the inlessee ~~active~~an ~~markets~~option ~~for~~to ~~identical~~purchase ~~assets~~the orunderlying ~~liabilities.~~asset that the Company is reasonably certain to exercise;

~~Level 2~~● -The ~~Observable~~lease ~~inputs~~term ~~other~~is ~~than Level 1 prices, such as quoted prices~~ for ~~similar~~75% ~~assets~~ or ~~liabilities;~~more ~~quoted~~of ~~prices~~the inremaining ~~markets~~economic ~~that are~~life ~~not~~of ~~active;~~the orunderlying ~~other~~asset, ~~inputs~~unless ~~that~~the ~~are~~commencement ~~observable~~date orfalls ~~can~~within bethe ~~corroborated~~last by25% ~~observable~~of ~~market data for substantially~~ the ~~full~~economic ~~term~~ life of the ~~assets~~underlying ~~or liabilities.~~asset;

~~Level 3~~● -The ~~Unobservable~~present ~~inputs~~value ~~that~~of ~~are~~the ~~supported~~sum byof ~~little~~the orlease nopayments ~~market~~equals ~~activity~~or ~~and~~exceeds ~~that~~90% ~~are~~of ~~significant to~~ the fair value of the ~~assets~~underlying asset; or ~~liabilities.~~

● The ~~fair~~ ~~value~~underlying ~~for~~asset ~~certain~~is ~~assets~~of ~~and liabilities~~ such asa ~~cash~~specialized ~~and~~nature cash equivalents, accounts receivable, inventories, other receivables and other current assets, prepayments, accounts payable, customers deposits, contract liabilities, other payables and accrued liabilities have been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that ~~its related~~it ~~party loan, insurance loan, and convertible notes approximate fair value based on current yields for debt instruments with similar terms. The fair value of investment in marketable securities~~ is ~~based~~expected ~~on market price in an active market (Level 1) at the end of each reporting period. The Company’s warrants issued~~ to ~~Alumni~~have ~~Capital~~no ~~under~~alternative ~~Share~~use ~~Purchase Agreement (see Note 13) is not traded in an active securities market (level 3); therefore, the Company estimates the fair value~~ to ~~those warrants using~~ the ~~Black-Scholes~~lessor ~~valuation model on grant date and~~ at the end of ~~each~~the ~~reporting~~lease ~~period~~term.

~~The~~Leases ~~following~~that ~~table~~do ~~presents~~not ~~information~~meet ~~about~~any of the ~~Company’s~~above ~~financial~~criteria ~~assets~~are ~~and~~accounted ~~liabilities~~for ~~that were measured at fair value on a recurring basis~~ as ofoperating ~~December 31, 2025 and June 30, 2025:~~leases.

	December 31, 2025 (Unaudited)		Quoted Prices in Active Market (Level 1)		Significant Other Observable Input (Level 2)		Significant Other Unobservable Input (Level 3)
Liabilities:
Derivative liabilities	$	2,349,273	$	-	$	-	$	2,349,273

The Company combines lease and non-lease components in its contracts under Topic 842, when permissible.

	June 30, 2025		Quoted Prices in Active Market (Level 1)		Significant Other Observable Input (Level 2)		Significant Other Unobservable Input (Level 3)
Liabilities:
Derivative liabilities	$	383,886	$	-	$	-	$	383,886

Operating lease right-of-use (“ROU”) asset and lease liability are recognized at the adoption date of July 1, 2022 or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.

16Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU asset to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU asset and liability do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee.

~~TREASURE~~The operating ~~GLOBAL~~lease ~~INC~~ROU ~~AND~~asset ~~SUBSIDIARIES~~also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease.

~~NOTES~~The Company TOreviews ~~THE~~the ~~UNAUDITED~~impairment ~~CONSOLIDATED~~of ~~FINANCIAL~~its ~~STATEMENTS~~ROU asset consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liability in any tested asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows. For the nine months ended March 31, 2026 and 2025, the Company did not recognize impairment loss on its operating lease ROU asset.

~~The~~Recent ~~following~~accounting is a reconciliation of the beginning and ending balance of the assets and liabilities measured at fair value on a recurring basis for the six months ended December 31, 2025 and for the year ended June 30, 2025:pronouncements

	Warrant issued under Share Purchase Agreement
Balance as of June 30, 2024	$	-
Derivative liabilities recognized at grant date		2,450,227
Change in fair value of derivative liabilities		(1,816,917	)
Exercised of warrants		(249,424	)
Balance as of June 30, 2025		383,886
Derivative liabilities recognized at grant date		10,797,112
Change in fair value of derivative liabilities		(4,216,740	)
Exercised of warrants		(4,614,985	)
Balance as of December 31, 2025 (Unaudited)	$	2,349,273

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

~~Related parties~~19

~~Parties, which~~- ~~can~~Recent beaccounting apronouncements corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.adopted

~~Lease~~In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 47020) and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 81540): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which is intended to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The guidance allows for either full retrospective adoption or modified retrospective adoption. The guidance is effective for the Company in the first quarter of fiscal year 2025 and early adoption is permitted. The Company adopted ASU 2020-06 on July 1, 2025.

~~Effective July~~In 1December 2023, ~~2022,~~ the ~~Company~~FASB ~~adopted~~issued ASU ~~2016~~2023-0209, ~~“Leases”~~which (is an update to Topic ~~842)~~740, ~~and~~Income ~~elected~~Taxes. ~~the~~The ~~practical~~amendments ~~expedients~~in ~~that~~this ~~does~~update ~~not~~enhances ~~require~~the transparency usand todecision ~~reassess:~~usefulness ~~(1)~~of ~~whether~~income ~~any~~tax ~~expired~~disclosures. orASU ~~existing~~2023-09 ~~contracts~~will ~~are,~~be oreffective ~~contain,~~for ~~leases,~~fiscal ~~(2)~~years ~~lease~~beginning ~~classification~~after ~~for~~December ~~any~~15, ~~expired~~2024. Early oradoption ~~existing leases~~is ~~and~~permitted ~~(3)~~for ~~initial~~annual ~~direct~~financial ~~costs~~statements ~~for~~that ~~any~~have ~~expired~~not yet been issued or ~~existing~~made ~~leases~~available for issuance. ~~For~~The ~~lease~~amendments in ~~terms~~this ofUpdate ~~twelve~~should ~~months~~be orapplied ~~fewer,~~on a ~~lessee~~prospective isbasis. ~~permitted to~~Retrospective ~~make~~application anis ~~accounting~~permitted. ~~policy~~The ~~election~~Company ~~not~~adopted toASU ~~recognize~~2020-09 ~~lease~~on ~~assets~~July 1, ~~and liabilities~~2025.

~~If any~~- ofRecent ~~the~~accounting ~~following~~pronouncements ~~criteria~~not ~~are~~yet ~~met, the Company classifies the lease as a finance lease:~~adopted

●On ~~The~~November 4, ~~lease~~2024, ~~transfers~~the ~~ownership~~FASB ofissued ~~the~~ASU ~~underlying~~No. ~~asset~~2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the ~~lessee~~notes byto the ~~end~~financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the ~~lease~~impact ~~term;~~of adopting the standard on the Company’s unaudited condensed consolidated financial statements.

●In ~~The~~January 2025, ~~lease grants~~ the ~~lessee~~FASB anissued ~~option~~ASU 2025-01 to ~~purchase~~clarify the ~~underlying~~effective ~~asset~~date guidance in ASU 2024-03 regarding expense disaggregation disclosures. The update confirms that all public business entities, including non-calendar year-end entities, should first adopt the new disclosure requirements in annual reporting periods beginning after December 15, 2026, with interim reporting periods beginning after December 15, 2027. The Company is ~~reasonably~~currently ~~certain~~evaluating tothe ~~exercise;~~impact of adopting the standard on the Company’s unaudited condensed consolidated financial statements.

●Except as ~~The~~mentioned ~~lease~~above, ~~term~~the isCompany ~~for~~does ~~75%~~not orbelieve ~~more~~other ofrecently ~~the~~issued ~~remaining~~but ~~economic~~not ~~life~~yet ofeffective ~~the~~accounting ~~underlying~~standards, ~~asset~~if currently adopted, would ~~unless~~have a material effect on the ~~commencement~~Company’s ~~date~~unaudited ~~falls~~condensed ~~within~~consolidated ~~the~~balance ~~last~~sheets, ~~25%~~statements of ~~the~~operations ~~economic~~and ~~life~~comprehensive loss ofand ~~the~~statements ~~underlying~~of ~~asset;~~cash flows.

●Note 3 ~~The~~– ~~present~~Accounts ~~value~~receivable, ~~of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or~~net

● The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

	As of March 31, 2026			As of June 30, 2025
	(Unaudited)
Accounts receivable	$	1,283,093		$	1,602,825
Provision for estimated credit losses		(735,309	)		(9,924	)
Total accounts receivable, net	$	547,784		$	1,592,901

~~Leases that do not meet any of the above criteria are accounted for as operating leases.~~20

~~The Company~~Movements ~~combines~~of ~~lease~~provision ~~and~~for ~~non-lease~~accounts receivable’s ~~components~~estimated incredit ~~its~~losses ~~contracts~~are ~~under~~as ~~Topic 842, when permissible.~~follows:

	As of March 31, 2026		As of June 30, 2025
	(Unaudited)
Beginning balance	$	9,924	$	1,100
Addition		725,125		8,512
Exchange rate effect		260		312
Ending balance	$	735,309	$	9,924

17Note 4 – Inventories

~~TREASURE GLOBAL~~Inventories ~~INC~~consist ~~AND~~of ~~SUBSIDIARIES~~the following:

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	As of March 31, 2026		As of June 30, 2025
	(Unaudited)
Gift card (or E-voucher)	$	18,456	$	13,184

~~Lease terms~~Note ~~used~~5 to– ~~calculate~~Other ~~the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,~~receivables asand ~~the~~other ~~Company~~current does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU asset to be comparable to the useful life of similar owned assets~~. The Company has elected the short-term lease exception~~, ~~therefore operating lease ROU asset and liability do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee.~~net

The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease.

	As of March 31, 2026			As of June 30, 2025
	(Unaudited)
Collaboration deposits ⁽ⁱ⁾	$	5,625,597		$	5,572,287
Deposits ⁽ⁱⁱ⁾		200,814			210,172
Prepaid tax		1,855			1,768
Prepaid expense ⁽ⁱⁱⁱ⁾		83,278			62,341
Prepaid consulting, technical support and maintenance fee ^(v)		5,885,000			3,600,000
Disposal consideration receivable ^(viii)		1,400,000			-
Software development deposit ^(iv)		6,080,039			725,994
Prepaid investment ^(vii)		1,762,959			228,942
Other receivable ^(vi)		120,357			119,732
Total other receivables and other current assets		21,159,899			10,521,236
Provision for estimated credit loss		(3,798,438	)		(1,078,353	)
Total other receivables and other current assets	$	17,361,461		$	9,442,883
Current	$	13,002,383		$	3,361,862
Non-current	$	4,359,078		$	6,081,021

~~The Company~~(i) ~~reviews~~On September 20, 2024, the ~~impairment~~Company ofentered ~~its~~into ~~ROU~~a ~~asset~~partnership ~~consistent~~agreement (the “Partnership Agreement”) with ~~the~~Credilab ~~approach~~Sdn. ~~applied~~Bhd. (“CLSB”) for ~~its~~five ~~other~~years. ~~long-lived~~Pursuant ~~assets.~~to ~~The~~the ~~Company~~Partnership ~~reviews~~ Agreement, the ~~recoverability~~Company ofand ~~its~~CLSB ~~long-lived~~will ~~assets~~establish ~~when~~a ~~events~~strategic orpartnership ~~changes~~aimed inat ~~circumstances~~leveraging ~~occur~~their ~~that~~respective ~~indicate~~core ~~that~~competencies, ~~the~~resources, ~~carrying~~and ~~value~~market ofexpertise to drive mutual benefit and growth, while the ~~asset~~ ~~may~~Company ~~not~~will beperiodically ~~recoverable.~~provide ~~The~~collaboration ~~assessment~~deposit offund ~~possible~~to ~~impairment~~CLSB, iswhich ~~based~~CLSB onwill ~~its~~be ~~ability~~utilized to ~~recover~~support ~~the~~CLSB’s ~~carrying~~credit ~~value~~service ofactivities for the ~~asset from~~portfolio clients introduced by the ~~expected~~Company’s ~~undiscounted~~ZCity ~~future~~App ~~pre-tax~~(“Portfolio ~~cash~~Clients”). ~~flows~~In return, the Company will share half of the ~~related~~revenue ~~operations.~~and ~~The~~processing ~~Company~~fee ~~has~~from ~~elected~~CLSB’s toprofit ~~include~~derived ~~the~~from ~~carrying~~Portfolio ~~amount~~ Client. As of ~~operating~~March ~~lease~~31, ~~liability~~2026 inand ~~any~~June ~~tested~~30, ~~asset~~2025 ~~group~~the Company had disbursed $5,625,597 and ~~includes~~$5,572,287 ~~the~~collaboration ~~associated~~deposits ~~operating~~to ~~lease~~CLSB, ~~payments~~of inwhich ~~the~~$5,625,597, ~~undiscounted~~and ~~future pre-tax~~$5,572,287 ~~cash~~is ~~flows.~~classified ~~For~~as ~~the~~non-current, ~~six~~respectively. ~~months~~As ~~ended~~of ~~December~~March 31, ~~2025~~2026 and ~~2024~~June 30, ~~the~~2025, ~~Company~~$2,531,519 ~~did~~and ~~not~~$115,616 ~~recognize~~credit ~~impairment~~ loss onwas ~~its~~recorded ~~operating lease~~against ~~ROU~~collaboration ~~asset~~deposit.

~~Recent accounting pronouncements~~21

~~The Company considers the applicability and impact of all accounting standards updates~~ (~~“ASUs”~~ii). ~~Management~~The ~~periodically~~balance ~~reviews new~~of ~~accounting~~deposits ~~standards~~mainly ~~that~~represented ~~are~~deposit ~~issued.~~made ~~Under~~by the ~~Jumpstart~~Company ~~Our~~to ~~Business~~a ~~Startups~~third-party ~~Act~~service ofprovider ~~2012,~~to assecure ~~amended (~~the ~~“JOBS Act”)~~service, ~~the~~ ~~Company~~security ~~meets~~deposit ~~the~~consists ~~definition~~ of anrent ~~emerging~~and ~~growth~~utilities, ~~company~~ and ~~has~~others. ~~elected~~As ~~the~~of ~~extended~~March ~~transition~~31, ~~period~~2026 ~~for~~and ~~complying~~June ~~with~~30, ~~new or~~2025, ~~revised~~$176,626 ~~accounting~~and ~~standards~~$118,810 ~~which~~estimated ~~delays~~credit ~~the~~loss ~~adoption~~was ofrecorded ~~these~~against ~~accounting~~doubtful ~~standards~~receivables, ~~until they would apply to private companies~~respectively.

~~- Recent~~(iii) ~~accounting~~The ~~pronouncements~~balance ~~adopted~~of prepaid expense mainly represented prepayment made by the Company to third parties for license fee, cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service.

~~In August~~(iv) ~~2020~~The balance of software development deposit consists as following: On July 20, 2023, the ~~FASB~~Company ~~issued~~entered ~~ASU~~into ~~2020-06~~a software development agreement (the “Agreement”) with Nexgen Advisory Sdn Bhd (“Nexgen”), ~~Debt~~an unrelated third party. Pursuant to the Agreement, the Company engaged with Nexgen in software development related to the creation of an artificial intelligence-~~Debt~~powered travel platform. The Company had made a $209,768 service deposit to Nexgen; however, the service had not yet commenced. On September 25, 2023, the Company terminated the Agreement with ~~Conversion~~Nexgen. As of March 31, 2026 and ~~Other~~June ~~Options~~30, ~~(Subtopic~~2025, ~~47020)~~$110,067 of the service deposit were refunded by Nexgen. As of March 31, 2026 and ~~Derivatives~~June 30, 2025, $99,701 and ~~Hedging-Contracts in~~$95,049 ~~Entity’s~~estimated ~~Own~~credit ~~Equity~~loss was recorded against the software development deposits, respectively. On July 18, 2024, the Company entered into an agreement with Musli Development Sdn Bhd (~~Subtopic~~“Musli”) ~~81540~~and V Galactech Sdn. Bhd (“V Galactech”): ~~Accounting~~for the provision of subcontractor services related to developing smart campus management system at the Enforcement Leadership & Management University, Malaysia. Under the terms of these agreements, both Musli and V Galactech were engaged to provide services including infrastructure cabling, wiring, and network design consultancy for ~~Convertible~~a ~~Instruments~~total amount of $727,626 and ~~Contracts~~$242,542 inrespectively. As of March 31, 2026 and June 30, 2025, the Company had remitted a service deposit of $412,380 and $218,566 to V Gallant and Musli, respectively. As of March 31, 2026 and June 30, 2025, $630,946 estimated credit loss was recorded against the software development deposits to V Galactech and Musli. On October 22, 2025, the Company entered into an ~~Entity’s~~agreement ~~Own~~with ~~Equity~~Nexe Cloud Limited (the “Nexe”), pursuant to which isNexe ~~intended~~agreed to ~~simplify~~sell and deliver an AI server to the ~~accounting~~Company for ~~certain~~a ~~financial~~total ~~instruments~~purchase ~~with~~price ~~characteristics~~of $750,000. Under the agreement, Nexe is responsible for supplying the AI server and related documentation, while the Company is responsible for inspection, installation, and integration of ~~liabilities~~the server into its operations. The purchase price consists of $280,000 payable in cash and ~~equity~~the remaining balance of $470,000 ~~including convertible~~to ~~instruments~~be satisfied through the issuance and ~~contracts~~allotment onof anthe ~~entity~~Company’s ~~own~~common ~~equity~~stock. ~~The~~As ~~guidance~~of ~~allows~~March ~~for~~31, ~~either~~2026, ~~full~~the ~~retrospective~~Company ~~adoption~~had ~~or modified~~paid ~~retrospective~~cash ~~adoption~~consideration of $280,000 and issued 26,112 shares of the Company’s common stock to Nexe with an aggregate fair value of approximately of $470,000. ~~The~~On ~~guidance~~November is10, ~~effective~~2025, ~~for~~the Company entered into a service agreement (the “Digital Service Agreement”) with Myviko Holding Sdn. Bhd. (“Myyiko”) to provide services related to a digital currency wallet and exchange platform, pursuant to which the Company inagreed to pay a total service fee of $5,000,000. Upon execution of the ~~first~~Digital ~~quarter~~Service Agreement, the Company was required to pay aggregate service fees of ~~fiscal~~up ~~year~~to ~~2025~~$3,500,000 through a combination of cash and ~~early~~equity ~~adoption is~~consideration, ~~permitted~~including an initial cash payment of $100,000 (or such other lawful currency, as applicable). ~~The~~As of March 31, 2026, the Company ~~adopted~~had ~~ASU~~paid ~~2020-06~~cash onconsideration ~~July~~of $1,199,393 ~~2025~~and issued 154,545 shares of the Company’s common stock to Myyiko, with an aggregate fair value of approximately $3,400,000.

~~- Recent accounting pronouncements not yet adopted~~22

~~In December~~(v) ~~2023~~The balance of prepaid technical support and maintenance fee consists as following: On October 10, 2024, the ~~FASB~~Company ~~issued~~entered ~~ASU~~into ~~2023-09~~a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), ~~which~~a isMalaysian ancompany, ~~update~~to establish a strategic partnership pursuant to ~~Topic~~the ~~740,~~terms ~~Income~~and ~~Taxes. The~~conditions ~~amendments~~set forth in this ~~update enhances~~ Partnership Agreement. Pursuant to the ~~transparency~~Partnership Agreement, OCTA shall design, develop and ~~decision~~deliver ~~usefulness~~mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned by the Company. In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification. The Company agreed to pay a total consideration of ~~income~~(USD ~~tax~~2,800,000) ~~disclosures~~(“Service Fees”) to OCTA and/or its nominees by using the Company shares. ~~ASU~~The ~~2023~~Service Fee includes an upfront payment for the development costs of the mini-09game ~~will~~modules, beas ~~effective~~well as the payment of a flat fee of $10,000 per month, starting from the delivery of the first mini-game module, for ~~fiscal~~the ongoing technical support for a period of five years. ~~beginning~~As ~~after~~of ~~December 15~~March 31, 2026, the first mini-game module has been delivered to the Company. Consequently, a total of $600,000 in prepaid technical support fees paid to OCTA through the issuance of the Company’s common stock has been recorded as a prepaid expense. As of March 31, 2026, the remaining balance of the prepaid technical support fees was $510,000, of which $390,000 was classified as non-current. On October 29, 2024, the Company entered into a service agreement with V Gallant Sdn Bhd (“V Gallant”), a Malaysian company, to provide generative AI solutions and AI digital human technology services. ~~Early~~On ~~adoption~~March is24, ~~permitted~~2025, ~~for~~the ~~annual~~Company ~~financial~~entered ~~statements~~into ~~that~~a ~~have~~supplemental agreement with V Gallant to amend the above-mentioned service agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure. As of March 31, 2026, the Company recorded $3,000,000 as a prepaid expense for services not yet ~~been~~commenced. ~~issued~~On orJanuary ~~made~~6, ~~available~~2026, ~~for~~the ~~issuance~~Company and V Gallant mutually agreed to terminate the service agreement and the related supplemental agreements with immediate effect. ~~The amendments~~In connection with the termination, the parties entered into a settlement arrangement pursuant to which V Gallant agreed to compensate the Company in ~~this~~the ~~Update~~amount ~~should~~of $5,200,000, to be ~~applied~~satisfied onthrough athe ~~prospective~~issuance ~~basis.~~of ~~Retrospective~~shares ~~application~~of isV ~~permitted~~Gallant Limited, the holding company of V Gallant, at a price of $4.00 per share. The ~~Company~~parties isalso ~~currently evaluating~~agreed to waive all other claims arising out of or in connection with the ~~impact~~agreements, except for the ~~adoption~~settlement amount described above. As of ~~ASU~~the ~~2023-07~~date ~~will~~of ~~have~~the onissuance ~~its~~of these unaudited condensed consolidated financial statements, The shares consideration was settled (Note 19). On October 21, 2025 and October 27, 2025, the Company entered into service agreements with WeShare Management Sdn. Bhd. (“WeShare”) and Astute All Advisory Ltd. (“Astute”), respectively, pursuant to which WeShare and Astute agreed to provide management consultancy, business strategy, and advisory services to the Company. The WeShare agreement has a two-year term beginning October 21, 2025, and the Astute agreement has a 24-month term beginning October 27, 2025. The service fees under each agreement consist of total consideration of $1,500,000, payable through the issuance of the Company’s common stock. As of March 31, 2026, the Company had issued 83,334 and 88,236 shares to Astute and WeShare, respectively (See Note 13) with an aggregate fair value of 3,000,000 as prepaid service fee. As of March 31, 2026, the remaining balance of the prepaid service fees was $2,375, 000 of which $875,000 is classified as non-current, with the remainder classified as current.

~~On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures~~ (~~“ASU 2024-03”~~vi)~~. ASU 2024-03 amends ASC~~ ~~220,~~The ~~Comprehensive~~balance ~~Income~~of toother ~~expand~~receivable ~~income~~mainly ~~statement~~consists ~~expense~~as ~~disclosures~~following: ~~and~~On ~~require~~May ~~disclosure~~24, in2024, the ~~notes~~Company todisposed ~~the~~of ~~financial~~all ~~statements~~ of ~~specified~~its ~~information~~equity ~~about~~interest ~~certain~~in ~~costs~~Foodlink and ~~expenses. ASU 2024-03 is~~its ~~required~~subsidiaries toMorgan befor ~~adopted~~a ~~for~~consideration ~~fiscal~~of ~~years~~$148,500. ~~commencing after~~As ~~December~~of 15March 31, 2026, ~~with~~the ~~early~~Company ~~adoption~~has ~~permitted~~collected $30,568 from the Purchaser. ~~The~~As ~~Company~~of isMarch ~~currently~~31, ~~evaluating~~2026 ~~the~~and ~~impact~~June of30, ~~adopting~~2025, ~~the~~$117,932 ~~standard~~estimated oncredit ~~the Company’s~~loss ~~unaudited~~was ~~condensed~~recorded ~~consolidated~~against ~~financial~~other ~~statements~~receivable.

1823

~~TREASURE GLOBAL~~(vii) ~~INC~~The ~~AND~~balance ~~SUBSIDIARIES~~of prepaid investment consists as following: On February 11, 2025, TADAA Ventures, entered into a Share Purchase Agreement (“SPA”) with Amystic Commerce Sdn Bhd (“Amystic”), a private company incorporated in Malaysia. Pursuant to the SPA, TADAA Ventures will acquire 51% of the ordinary shares (“the Sale Shares”) in Tien Ming Distribution Sdn Bhd (“Tien Ming”), a private company incorporated in Malaysia principally involved in distribution of all kinds of consumer products, providing logistics and acting as traders. The purchase price for the Sale Shares is RM 5,100.00. The acquisition is part of TADAA Ventures’s commitment to invest up to RM 3,000,000.00 in the Tien Ming Distribution to support its operations and obligations to provide warehousing and fulfilment delivery services for F&N Beverages Marketing Sdn Bhd. As of March 31, 2026, the Company reviewed its investment in Tien Ming and determined to initiate the termination of the acquisition due to the Company’s lack of control and significant influence over the entity. In connection with the share buyback arrangement dated December 15, 2025, the Company had relinquished and ceased to exercise control over the management and operations of Tien Ming, and the nominee director appointed by the Company had resigned. Pursuant to the Share Buyback Letter, the shareholder loan advanced by the Company’s subsidiary to Tien Ming was converted into a third-party loan repayable by Tien Ming. In addition, pursuant to the Debt Assignment Agreement dated February 1, 2026, all rights, title, interests and benefits relating to the assigned debt amount were transferred to the Company. As a result, the prepaid investment balance of $240,286 related to the Tien Ming acquisition was reclassified as a receivable from Tien Ming. As of the issuance date of these unaudited consolidated financial statements, the Company had not collected the outstanding balance. Based on management’s assessment of collectability, including the uncertainty surrounding repayment and the lack of recovery as of the issuance date, the Company recognized a full allowance for expected credit losses of $240,286 as of March 31, 2026. On January 13, 2026, the Company entered into a share sale agreement (the “Share Sale Agreement”) with a third party (“Seller”) for the proposed acquisition of Tazte Technology Sdn. Bhd. (“Tazte”). On March 2, 2026, the Company and the Seller entered into a supplemental agreement to amend certain terms of the Share Sale Agreement, including arrangements for the Company to provide funding support to Tazte prior to the completion of the acquisition for the operational needs, working capital, and development of the Tazte application. Pursuant to the related loan arrangement, the funding provided to Tazte bears interest at a rate of 5% per annum. In connection with such arrangements, on March 11, 2026, the Company entered into a software enhancement agreement (“Software Enhancement Agreement”) on behalf of Tazte with a third party software developer to provide technology development and enhancement services for the Tazte Apps platform for a total contract consideration of RM11,700,000. The Company advanced approximately $1,521,245 to Tazte to fund the software development services under the agreement, including payments made on behalf of Tazte to the software developer pursuant to related financing arrangements. As of the date of the issuance of the unaudited condensed consolidated financial statements, the acquisition of Tazte was completed (Note 19).

~~NOTES TO~~(viii) ~~THE~~The ~~UNAUDITED~~balance ~~CONSOLIDATED~~of ~~FINANCIAL~~disposal ~~STATEMENTS~~consideration receivable consists as following: On December 22, 2025, the Company entered into a Share Sale Agreement (“SPA”) with a third party (the “Buyer”) to dispose of its entire equity interest in Tadaa Ventures and its subsidiary Bowlcrafted. The consideration for the transaction consists of ordinary shares of Reveillon Group Limited (“Share Consideration”) with an agreed aggregate value of $1,400,000. As of the date of issuance of these unaudited condensed consolidated financial statements, the share consideration has been settled (Note 19).

In ~~January~~ ~~2025,~~connection ~~the~~with FASB issued ASU 2025-01 Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40). The FASB issued ASU 2024-03 on November 4, 2024. ASU 2024-03 states that the ~~amendments are effective for public business entities for annual reporting periods beginning after December 15~~disposal, ~~2026, and interim reporting periods beginning after December 15, 2027. Following~~ the ~~issuance~~Company ~~of ASU 2024-03, the FASB was asked to clarify the initial effective date for entities that do not have an annual~~recognized ~~reporting period that ends on December 31 (referred to as non-calendar year-end entities). Because of how the effective date guidance was written,~~ a ~~non-calendar~~gain year-end entity may have concluded that it would be required to initially adopt the disclosure requirements in ASU 2024-03 in an interim reporting period, rather than in an annual reporting period. The FASB’s intent in the basis for conclusions of ~~ASU 2024-03 is clear that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15~~$1, ~~2026~~006, ~~and interim reporting periods within annual reporting periods beginning after December 15~~730, ~~2027.~~ ~~Management~~calculated isas ~~currently evaluating this ASU to determine its impact on the Company’s disclosures.~~follows:

Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flows.

	Disposal Date
Share Consideration	$	1,400,000
Less: Net assets of Tadaa Venture and Bowlcrafted		393,270
Gain from disposal of Tadaa Venture and Bowlcrafted	$	1,006,730

~~Note~~Movements of provision for other ~~3 –~~receivables’ ~~Accounts~~estimated ~~receivable,~~credit ~~net~~loss are as follows:

	As of December 31, 2025			As of June 30, 2025
	As of March 31, 2026			As of June 30, 2025
	(Unaudited)
Accounts receivable	$	1,483,608		$	1,602,825
Beginning balance	$	1,078,353		$	212,053
Provision for estimated credit losses		(705,089	)		(9,924	)
Addition		2,709,616			846,337
Total accounts receivable, net	$	778,519		$	1,592,901
Exchange rate effect		10,469			19,963
Ending balance	$	3,798,438		$	1,078,353

~~Movements~~Note of6 – ~~provision for accounts receivable’s estimated credit losses are as follows:~~Prepayments

	As of December 31, 2025		As of June 30, 2025
	As of March 31, 2026		As of June 30, 2025
	(Unaudited)
Beginning balance	$	9,924	$	1,100
Deposits to suppliers	$	317,045	$	304,771
Addition		694,965		8,512
Exchange rate effect		200		312
Ending balance	$	705,089	$	9,924

~~Note 4 – Inventories~~24

~~Inventories~~Note ~~consist~~7 – ofProperty ~~the~~and ~~following:~~equipment, net

	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Gift card (or E-voucher)	$	124,205	$	13,184
Food and beverage products		12,211		-
Total Inventories	$	136,416	$	13,184

Property and equipment, net consist of the following:

	As of March 31, 2026			As of June 30, 2025
	(Unaudited)
Computer and office equipment	$	195,963		$	184,545
Furniture and fixtures		87,699			81,551
Leasehold improvement		155,237			151,581
Subtotal		438,899			417,677
Less: accumulated depreciation		(365,532	)		(308,138	)
Total	$	73,367		$	109,539

~~TREASURE~~Depreciation ~~GLOBAL~~expense ~~INC~~for ~~AND~~the ~~SUBSIDIARIES~~three and nine months ended March 31, 2026 were amounted to $12,799, and $118,188, respectively. Depreciation expense for the three and nine months ended March 31, 2025 were amounted to $27,193 and $76,361, respectively.

~~NOTES~~Note TO8 – ~~THE~~Intangible ~~UNAUDITED~~assets, ~~CONSOLIDATED FINANCIAL STATEMENTS~~net

~~Note~~Intangible ~~5 –~~assets, ~~Other~~net ~~receivables~~consisted ~~and~~of ~~other~~the ~~current assets, net~~following:

	As of December 31, 2025			As of June 30, 2025
	As of March 31,			As of June 30,
	2026			2025
	(Unaudited)
Collaboration deposits (i)	$	5,677,597		$	5,572,287
Internal use software development	$	23,980,607		$	23,980,607
Deposits (ii)		202,362			210,172
Less: accumulated amortization		(1,418,427	)		(1,418,427	)
Prepaid tax		83,035			1,768
Less: impairment		(22,562,180	)		(19,517,303	)
Prepaid expense (iii)		27,240			62,341
Total intangible assets, net	$	-		$	3,044,877
Prepaid consulting, technical support and maintenance fee (v)		6,290,000			3,600,000
Software development deposit (iv)		6,221,047			725,994
Prepaid investment (vii)		240,286			228,942
Other receivable (vi)		120,876			119,732
Total other receivables and other current assets		18,862,443			10,521,236
Provision for estimated credit loss		(2,423,937	)		(1,078,353	)
Total other receivables and other current assets	$	16,438,506		$	9,442,883
Current	$	10,303,787		$	3,361,862
Non-current	$	6,134,719		$	6,081,021

~~(i)~~Amortization expense ~~On September 20, 2024, the Company entered into a partnership agreement (the “Partnership Agreement”) with Credilab Sdn. Bhd. (“CLSB”)~~ for ~~five years. Pursuant to~~ the ~~Partnership~~three ~~Agreement, the Company~~ and ~~CLSB~~nine ~~will~~months ~~establish~~ended aof ~~strategic~~March ~~partnership aimed at leveraging their respective core competencies~~31, ~~resources,~~2026 ~~and~~was ~~market~~amounted ~~expertise~~ to ~~drive~~$0. ~~mutual~~Amortization ~~benefit~~expense ~~and growth, while the Company will periodically provide collaboration deposit fund to CLSB, which CLSB will be utilized to support CLSB’s credit service activities~~ for the ~~portfolio~~three ~~clients introduced by the Company’s ZCity App (“Portfolio Clients”). In return, the Company will share half of the revenue~~ and ~~processing~~nine ~~fee~~months ended ~~from CLSB’s profit derived from Portfolio Client. As~~ of ~~December~~March 31, 2025 ~~and~~was ~~June~~amounted ~~30, 2025 the Company had disbursed $5,677,597 and $5,572,287 collaboration deposits~~ to ~~CLSB, of which~~ $5157,~~625,597,~~428 and $5638,~~572~~251,~~287~~ ~~is classified as non-current,~~ respectively. ~~As of December 31, 2025 and June 30, 2025, $1,212,879 and $115,616 credit loss was recorded against collaboration deposit.~~

~~(ii)~~As ~~The balance~~ of ~~deposits~~March 31, ~~mainly~~2026 ~~represented~~and ~~deposit~~June ~~made~~30, by2025, the Company recognized an impairment loss of $22,562,180 and $19,517,303 related to ainternal ~~third-party~~use ~~service~~software development. ~~provider~~The impairment was primarily due to ~~secure~~changes in the ~~service~~Company’s business strategy, ~~security~~which ~~deposit~~significantly ~~consists~~reduced ofthe ~~rent~~expected future ~~and~~economic ~~utilities,~~benefits ~~and~~associated ~~others~~with the affected assets. AsIn ofaccordance ~~December~~with 31ASC 360, ~~2025~~the ~~and~~Company ~~June~~determined ~~30,~~that ~~2025~~the carrying amount of the intangible assets exceeds the estimated undiscounted future cash flows expected to result from its use, ~~$123~~therefore,~~275~~ ~~and~~the ~~$118,810~~Company recognized ~~estimated~~an ~~credit~~impairment loss ~~was~~equal ~~recorded~~to ~~against~~the ~~doubtful~~amount ~~receivables,~~by ~~respectively~~which the carrying value exceeds its estimated fair value based on a discounted cash flows approach.

~~(iii)~~Note 9 ~~The~~– ~~balance~~Investment ofin ~~prepaid~~marketable expense mainly represented prepayment made by the Company to third parties for license fee, cyber security service, director & officer liability insurance (“D&O Insurance”) or other professional service.securities

~~(iv) The balance of software development deposit consists as following:~~ On July 20 19, 2023 (“Commencement Date”), the Company entered into a software ~~development~~developing agreement (~~the~~ “Developing Agreement”) with ~~Nexgen~~VCI ~~Advisory~~Global ~~Sdn~~Limited ~~Bhd~~ (“~~Nexgen~~VCI”), an unrelated third party. ~~Pursuant~~for tocollaboration ~~the~~and ~~Agreement,~~co-operating in the ~~Company~~development ~~engaged~~of ~~with~~an ~~Nexgen~~artificial intelligence inpowered ~~software~~travel ~~development~~platform, ~~related~~the (“Platform”). Pursuant to the ~~creation~~Software Development Agreement, VCI shall remit payment of ancash ~~artificial~~in ~~intelligence-powered~~$1,000,000 or ~~travel~~issuance ~~platform.~~and Asthe allotment of ~~September~~ordinary ~~30,~~shares ~~2023,~~in ~~the~~VCI ~~Company~~with ~~had~~an ~~made~~equivalent avalue of $~~209~~1,~~768~~000,000 (“VCIG Shares”) ~~service~~within ~~deposit~~ten tobusiness ~~Nexgen;~~days ~~however,~~from the ~~service~~Commencement ~~had~~Date ~~not~~to ~~yet~~the ~~commenced.~~Company Onas ~~September~~service ~~25,~~consideration. ~~2023,~~Both the Company ~~terminated~~and ~~the~~VCI had ~~Agreement~~agreed ~~with~~that ~~Nexgen.~~VCI Asto issued 286,533 shares of ~~December~~VCIG ~~31,~~Shares ~~2025~~at ~~and~~$3.49 per ~~June~~share ~~30,~~based ~~2025,~~on ~~$114,720~~5-day ofvolume weighted average price to the Company as a service ~~deposit~~consideration ~~were~~in ~~refunded~~developing byabove ~~Nexgen~~mentioned Platform. The AsVCIG ofShares ~~December~~shall ~~31,~~be ~~2025~~issued ~~and~~on ~~June~~a ~~30,~~restricted stock ~~2025,~~basis ~~$98,619~~for ~~and~~a ~~$95,049~~period ~~estimated~~of ~~credit~~six ~~loss~~(6) ~~was~~months ~~recorded~~from ~~against~~ the ~~software~~commencement ~~development~~date ~~deposits,~~of ~~respectively~~the Software Developing Agreement.

2025

~~TREASURE~~Movements ~~GLOBAL~~in ~~INC~~investment ~~AND~~in ~~SUBSIDIARIES~~marketable securities are as follows:

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

At fair value	As of March 31, 2026		As of June 30, 2025
	(Unaudited)
Beginning balance	$	-	$	171,633
Net loss recognized for the year		-		(170,817	)
Disposal		-		(816	)
Closing balance	$	-	$	-

OnFor ~~July 18, 2024,~~ the three ~~Company entered into an agreement with Musli Development Sdn Bhd (“Musli”)~~ and Vnine ~~Galactech~~months ~~Sdn.~~ended ~~Bhd~~March (“V Galactech”) for the provision of subcontractor services related to developing smart campus management system at the Enforcement Leadership & Management University, Malaysia. Under the terms of these agreements, both Musli and V Galactech were engaged to provide services including infrastructure cabling, wiring, and network design consultancy for a total amount of $727,626 and $242,542 respectively. As of December 31, ~~2025 and June 30~~2026, ~~2025,~~ the Company ~~had~~did ~~remitted~~not arecognized ~~service~~any ~~deposit~~unrealized ~~of $412,380 and $218,566 to V Gallant and Musli, respectively. As of December 31, 2025 and June 30, 2025, $630,946 estimated credit~~ gain/loss ~~was~~on ~~recorded~~marketable ~~against~~equity ~~the software development deposits to V Galactech and Musli~~security. ~~On October 10, 2024,~~ For the ~~Company~~three entered into a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian company, to establish a strategic partnership pursuant to the terms and ~~conditions~~nine ~~set~~months ~~forth~~ended in this Partnership Agreement. Pursuant to the Partnership Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned by the Company. In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification. The company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. On March ~~25, 2025, the Company and OCTA amended the Partnership Agreement to increase the total service fee to $6,500,000. As of December~~ 31, 2025 ~~and June 30~~, ~~2025,~~unrealized ~~the~~loss ~~Company~~on ~~had~~marketable ~~prepaid~~equity ~~$142,090~~securities ~~and~~were $~~0 to OCTA in connection with the E-commerce platform development. On October 22~~501, ~~2025, the Company entered into an agreement with Nexe Cloud Limited (the “Nexe”), pursuant to which Nexe agreed to sell~~ 848 and ~~deliver an AI server to the Company for a total purchase price of~~ $~~750~~169,~~000. Under the agreement~~183, ~~Nexe is responsible for supplying the AI server and related documentation, while the Company is responsible for inspection, installation, and integration of the server into its operations~~respectively. The purchase price consists of $280,000 payable in cash and the remaining balance of $470,000 to be satisfied through the issuance and allotment of the Company’s common stock. As of December 31, 2025, the Company had paid cash consideration of $280,000 and issued 26,112 shares of the Company’s common stock to Nexe with an aggregate fair value of approximately of $470,000. On November 10, 2025, the Company entered into a service agreement (the “Digital Service Agreement”) with Myviko Holding Sdn. Bhd. (“Myyiko”) to provide services related to a digital currency wallet and exchange platform, pursuant to which the Company agreed to pay a total service fee of $5,000,000. Upon execution of the Digital Service Agreement, the Company was required to pay aggregate service fees of up to $3,500,000 through a combination of cash and equity consideration, including an initial cash payment of $100,000 (or such other lawful currency, as applicable). As of December 31, 2025, the Company had paid cash consideration of $1,199,393 and issued 154,545 shares of the Company’s common stock to Myyiko, with an aggregate fair value of approximately $3,400,000.

~~(v)~~Note ~~The balance of prepaid technical support and maintenance fee consists as following: On October~~ 10, ~~2024,~~– ~~the~~Loans Company entered into a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian company, to establish a strategic partnership pursuant to the terms and conditions set forth in this Partnership Agreement. Pursuant to the Partnership Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned by the Company. In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification. The Company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. The Service Fee includes an upfront payment for the development costs of the mini-game modules, as well as the payment of a flat fee of $10,000 per month, starting from the delivery of the first mini-game module, for the ongoing technical support for a period of five years. As of December 31, 2025, the first mini-game module has been delivered to the Company. Consequently, a total of $600,000 in prepaid technical support fees paid to OCTA through the issuance of the Company’s common stock has been recorded as a prepaid expense. As of December 31, 2025, the remaining balance of the prepaid technical support fees was $540,000, of which $420,000 was classified as non-current. On October 29, 2024, the Company entered into a service agreement with V Gallant Sdn Bhd (“V Gallant”), a Malaysian company, to provide generative AI solutions and AI digital human technology services. On March 24, 2025, the Company entered into a supplemental agreement with V Gallant to amend the above-mentioned service agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure. As of December 31, 2025, the Company recorded $3,000,000 as a prepaid expense for services not yet commenced. On January 6, 2026, the Company and V Gallant mutually agreed to terminate the service agreement and the related supplemental agreements with immediate effect. In connection with the termination, the parties entered into a settlement arrangement pursuant to which V Gallant agreed to compensate the Company in the amount of $5,200,000, to be satisfied through the issuance of shares of V Gallant Limited, the holding company of V Gallant, at a price of $4.00 per share. The parties also agreed to waive all other claims arising out of or in connection with the agreements, except for the settlement amount described above. On October 21, 2025 and October 27, 2025, the Company entered into service agreements with WeShare Management Sdn. Bhd. (“WeShare”) and Astute All Advisory Ltd. (“Astute”), respectively, pursuant to which WeShare and Astute agreed to provide management consultancy, business strategy, and advisory services to the Company. The WeShare agreement has a two-year term beginning October 21, 2025, and the Astute agreement has a 24-month term beginning October 27, 2025. The service fees under each agreement consist of total consideration of $1,500,000, payable through the issuance of the Company’s common stock. As of December 31, 2025, the Company had issued 83,334 and 88,236 shares to Astute and WeShare, respectively (See Note 13) with an aggregate fair value of 3,000,000 as prepaid service fee. As of December 31, 2025, the remaining balance of the prepaid service fees was $2,750,000, of which $1,250,000 is classified as non-current, with the remainder classified as current. notes

21Insurance loan

~~TREASURE~~In February 2024, the Company entered into loan ~~GLOBAL~~agreement ~~INC~~with ~~AND~~First ~~SUBSIDIARIES~~Insurance Funding, to obtain a short-term loan (“Insurance loan 1”) of $74,078 with interest rate of 9.5% to be due in ten equal monthly instalments of $6,573. In December 2024, the remaining balance of Insurance loan had been paid in full.

~~NOTES~~In February 2025, the Company entered into another TOloan ~~THE~~agreement ~~UNAUDITED~~with ~~CONSOLIDATED~~First ~~FINANCIAL~~Insurance ~~STATEMENTS~~Funding, to obtain a short-term loan (“Insurance loan 2”) of $56,669 with interest rate of 10.0 % to be due in ten equal monthly instalments of $5,929. As of March 31,2026 and June 30, 2025, the outstanding balance Insurance loan 2 were $0 and $40,490.

~~(vi)~~In February ~~The balance of other receivable mainly consists as following: On May 24~~2026, ~~2024,~~ the Company ~~disposed~~entered ofinto ~~all~~another ofloan ~~its~~agreement ~~equity~~with ~~interest~~First inInsurance ~~Foodlink~~Funding, ~~and~~to ~~its~~obtain ~~subsidiaries Morgan for~~ a ~~consideration~~short-term ofloan ~~$148,500.~~(“Insurance loan As3”) of ~~September 30, 2025 the Company has collected~~ $3061,~~568~~731 ~~from~~with ~~the~~interest ~~Purchaser,~~rate ~~and~~of ~~the~~9.7% ~~remaining~~to isbe ~~expected~~due toin beten ~~fully~~equal ~~repaid~~monthly byinstalments ~~December~~of ~~2025~~$6,451. As of ~~December~~March 31,2026 ~~2025~~ and June 30, 2025, ~~$117,932~~the ~~estimated~~outstanding ~~credit~~balance ~~loss~~Insurance ~~was~~loan ~~recorded~~3 ~~against~~were ~~other~~$55,779 ~~receivable~~and $0.

~~(vii)~~ The ~~balance~~funds from ofInsurance ~~prepaid~~Loan ~~investment consists as following: On February 11~~1, ~~2025~~2, ~~TADAA~~and ~~Ventures,~~3were ~~entered~~exclusively ~~into~~allocated atowards ~~Share Purchase Agreement (“SPA”) with Amystic Commerce Sdn Bhd (“Amystic”), a private company incorporated in Malaysia. Pursuant to~~ the ~~SPA,~~payment ~~TADAA Ventures will acquire 51%~~ of the ~~ordinary~~Directors ~~shares~~and ~~(“the~~Officers ~~Sale Shares”) in Tien Ming Distribution Sdn Bhd~~ (~~“Tien Ming”~~D&O), ainsurance ~~private company incorporated in Malaysia principally involved in distribution of all kinds of consumer products, providing logistics and acting~~ as ~~traders.~~indicated on ~~The~~Note ~~purchase price for the Sale Shares is RM~~ 5~~,100~~.00. The acquisition is part of TADAA Ventures’s commitment to invest up to RM 3,000,000.00 in the Tien Ming Distribution to support its operations and obligations to provide warehousing and fulfilment delivery services for F&N Beverages Marketing Sdn Bhd. As of December 31, 2025, the Company’s reviewed its investment in Tien Ming Distribution and determined to initiated the process to terminate the acquisition due to Company’s lack of control or significant influence over Tien Ming Distribution. As a result, the prepaid investment of $240,286 related to the Tien Ming acquisition is deemed to be receivable from Amystic. As of the issuance date of these unaudited consolidated financial statements, the Company has not collected this prepaid investment from Amystic. Based on the Company’s assessment of collectability, the Company has recognized a full allowance for expected credit losses of $240,286.

~~Movements~~For the ofthree ~~provision~~and ~~for~~nine ~~other~~months ~~receivables’~~ended ~~estimated~~March ~~credit~~31,2026, ~~loss~~interest ~~are~~expenses aspertained ~~follows:~~to the insurance loans amounted to $500 and $1,217, respectively. For the three and nine months ended March 31,2025, interest expenses pertained to the insurance loan amounted to $469 and $1,534, respectively.

	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Beginning balance	$	1,078,353	$	212,053
Addition		1,333,443		846,337
Exchange rate effect		12,141		19,963
Ending balance	$	2,423,937	$	1,078,353

Note 11 – Other payables and accrued liabilities

	As of March 31, 2026		As of June 30, 2025
	(Unaudited)
Accrued professional fees (i)	$	1,124,316	$	402,759
Accrued payroll		67,760		33,635
Accrued interest		2,791		2,661
Payables to merchant from ZCITY platform (ii)		172,310		169,790
Provision for share-based compensation adjustment (iii)		2,726,545		2,726,545
Provision for fixed value equity awards (iv)		384,553		-
Others		89,257		109,539
Total other payables and accrued liabilities	$	4,567,532	$	3,444,929

~~TREASURE GLOBAL INC AND SUBSIDIARIES~~26

~~NOTES TO~~(i) ~~THE~~Accrued ~~UNAUDITED~~professional ~~CONSOLIDATED FINANCIAL STATEMENTS~~fees

~~Note 6 –~~The ~~Prepayments~~balance of accrued professional fees represented amount due to third parties service providers which include mobile application developing, marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising.

	As of December 31, 2025		As of June 30, 2025
	(Unaudited)
Deposits to suppliers	$	308,365	$	304,771

(ii)	Payables to merchants from ZCITY platform

	The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform.

~~Note 7~~ (iii) Provision for share-based compensation adjustment The balance of provision for share-based compensation adjustment represented the one – ~~Property~~off ~~and~~settlement ~~equipment~~amount to settle cash compensation requested by V Gallant Sdn. Bhd. pursuant to the Service Agreement dated October 29, ~~net~~2024, as supplemented on March 28, 2025, to reflect the decline in our share price.

~~Property and~~(iv) ~~equipment,~~Provision ~~net~~for ~~consist~~fixed value equity awards The balance of provision for fixed value equity award represented the ~~following:~~cumulative compensation cost recognized for fixed dollar awards that have been earned by employees through service rendered but have not yet been settled in shares as of March 31, 2026 (See Note 13).

	As of December 31, 2025			As of June 30, 2025
	(Unaudited)
Computer and office equipment	$	409,886		$	184,545
Furniture and fixtures		86,747			81,551
Leasehold improvement		938,610			151,581
Subtotal		1,435,243			417,677
Less: accumulated depreciation		(428,048	)		(308,138	)
Total	$	1,007,195		$	109,539

Note 12 – Related party balances and transactions

~~Depreciation expense for the three and six months ended December 31, 2025 were amounted to $84,027, and $105,389, respectively. Depreciation~~Related ~~expense~~party ~~for the three and six months ended December 31, 2024 were amounted to $27,887 and $49,168, respectively.~~ balances

~~Note~~Other ~~8 –~~receivable, ~~Intangible~~a ~~assets,~~related ~~net~~party

Intangible assets, net consisted of the following:

Name of related party

Relationship

Nature

As of
March 31,
2026

As of
June 30,
2025

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Equipment rental deposit

14,817

13,723

	As of December 31,			As of June 30,
	2025			2025
	(Unaudited)
Internal use software development	$	23,980,607		$	23,980,607
Less: accumulated amortization		(1,418,427	)		(1,418,427	)
Less: Impairment		(22,562,180	)		(19,517,303	)
Total intangible assets, net	$	-		$	3,044,877

Other payables, related parties

Amortization expense for the three and six months ended of December 31, 2025 was amounted to $0. Amortization expense for the three and six months ended of December 31, 2024 was amounted to $178,021 and $480,823, respectively. As of December 31, 2025 and June 30, 2025, the Company recognized an impairment loss of $22,562,180 and $19,517,303 related to internal use software development. The impairment was primarily due to changes in the Company’s business strategy, which significantly reduced the expected future economic benefits associated with the affected assets. In accordance with ASC 360, the Company determined that the carrying amount of the intangible assets exceeds the estimated undiscounted future cash flows expected to result from its use, therefore, the Company recognized an impairment loss equal to the amount by which the carrying value exceeds its estimated fair value based on a discounted cash flows approach.

Name of Related Party

Relationship

Nature

As of
March 31,
2026

As of
June 30,
2025

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Operating expense paid on behalf

494

23Related party loan

~~TREASURE~~On December ~~GLOBAL~~7, ~~INC~~2020, ~~AND~~the ~~SUBSIDIARIES~~Company obtained right of use of a vehicle through signing a trust of deed with Chan Chong “Sam” Teo, the Chief Executive Officer and a shareholder of TGL. In return, the Company is obligated to remit monthly installment auto loan payment related to this vehicle on behalf of the related party mentioned above. The total amount of loan that the Company is entitled to repay is approximately $27,000 (RM 114,000). The auto loan bear 5.96% of interest rate per annum with 60 equal monthly installment payment due on the first of each month. As of March 31, 2026 and June 30, 2025, such loan has an outstanding balance of $0 and $5,134.

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~27

~~Note~~The interest expense was $173 and $414 for the three and nine months 9ended –March ~~Investment~~31, in2026, ~~marketable~~respectively. ~~securities~~The interest expense was $307 and $630 for the three and nine months ended March 31, 2025, respectively.

OnRelated ~~July 19, 2023 (“Commencement Date”), the Company entered into a software developing agreement (“Developing Agreement”) with VCI Global Limited (“VCI”), an unrelated third~~ party for collaboration and co-operating in the development of an artificial intelligence powered travel platform, the (“Platform”). Pursuant to the Software Development Agreement, VCI shall remit payment of cash in $1,000,000 or issuance and the allotment of ordinary shares in VCI with an equivalent value of $1,000,000 (“VCIG Shares”) within ten business days from the Commencement Date to the Company as service consideration. Both the Company and VCI had agreed that VCI to issued 286,533 shares of VCIG Shares at $3.49 per share based on 5-day volume weighted average price to the Company as a service consideration in developing above mentioned Platform. The VCIG Shares shall be issued on a restricted stock basis for a period of six (6) months from the commencement date of the Software Developing Agreement.transactions

~~Movements~~Operating inexpenses ~~investment~~from inrelated ~~marketable securities are as follows:~~parties

At fair value	As of December 31, 2025			As of June 30, 2025
				For the Three Months Ended					For the Nine Months Ended
	(Unaudited)
				March 31,					March 31,
Beginning balance	$	-		$	171,633
Name of Related Party	Relationship		Nature	2026			2025		2026		2025
Net loss recognized for the year		-			(170,817	)
				(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)
Disposal		-			(816	)
Ezytronic Sdn Bhd	Jau Long “Jerry” Ooi is a common shareholder		Operating expense		-			494		-		7,864
Closing balance	$	-		$	-
Total				$	-		$	494	$	-	$	7,864

~~For~~Note the three and six months ended December 31, 2025, the Company did not recognized any unrealized gain/loss on marketable equity security. For the three and six months ended December 31, 2024, unrealized gain on marketable equity securities were $460,17213 ~~and~~– Stockholders’ ~~$332,665, respectively.~~deficiency

~~Note~~Common ~~10 – Loans and notes~~stock

~~Insurance~~Prior to ~~loan~~October 2021, TGL is authorized to issue 10,000,000 shares having a par value of $0.00001 per share. In October 2021, TGL increased its authorized shares to 170,000,000 shares as part of the Reorganization with TADAA Technologies, consisting of 150,000,000 shares of common stock with $0.00001 par value, and 20,000,000 shares of preferred stock with $0.00001 par value. The share capital increased of TGL presented herein is prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented of shares capital of TADAA Technologies. On April 2, 2025, the Company filed another Certificate of Amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which effected a 1-for-50 reverse stock split (the “April 2025 Reverse Split”) of its Common Stock, par value $0.00001 per share. On November 25, 2025, the Company filed another Certificate of Amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which effected a 1-for-20 reverse stock split (the “December 2025 Reverse Split”) of its Common Stock, par value $0.00001 per share.

InReverse ~~February~~stock 2024, the Company entered into loan agreement with First Insurance Funding, to obtain a short-term loan (“Insurance loan 1”) of $74,078 with interest rate of 9.5% to be due in ten equal monthly instalments of $6,573. In December 2024, the remaining balance of Insurance loan had been paid in full. In February 2025, the Company entered into another loan agreement with First Insurance Funding, to obtain a short-term loan (“Insurance loan 2”) of $56,669 with interest rate of 10.0 % to be due in ten equal monthly instalments of $5,929. As of December 31, 2025 and June 30, 2025, the outstanding balance Insurance loan 2 were $0 and $40,490. The funds from Insurance Loan 1 and 2 were exclusively allocated towards the payment of the Directors and Officers (D&O) insurance as indicated on Note 5.split

~~For the~~On ~~three and six months ended December 31~~April 7, 2025, ~~interest expenses pertained to~~ the ~~insurance~~Company ~~loans~~effected ~~amounted~~a to1:50 ~~$295~~reverse ~~and~~stock ~~$718,~~split ~~respectively. For~~of ~~the~~its ~~three~~shares ~~and~~of ~~six~~common ~~months ended December 31, 2024, interest expenses pertained to the insurance loan amounted to $307 and $1,065 respectively~~stock.

24On December 5, 2025, the Company further effected a 1:20 reverse stock split of its shares of common stock.

~~TREASURE~~All share ~~GLOBAL~~and ~~INC~~per ~~AND~~share ~~SUBSIDIARIES~~amounts presented herein and in the accompanying unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the cumulative effect of the April 7, 2025 1:50 reverse stock split and the December 5, 2025 1:20 reverse stock split.

~~NOTES~~Common TOstock ~~THE~~issued ~~UNAUDITED~~from ~~CONSOLIDATED~~the ~~FINANCIAL~~Marketing ~~STATEMENTS~~Offering, net of issuance costs

~~Note~~On March 1122, –2024, ~~Other~~the ~~payables~~Company and ~~accrued~~H.C. ~~liabilities~~Wainwright& Co., LLC, (the “Manager”) entered into a marketing offering agreement (“Marketing Offering Agreement”). 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		As of June 30, 2025
	(Unaudited)
Accrued professional fees (i)	$	339,931	$	402,759
Accrued payroll		82,688		33,635
Accrued interest		2,761		2,661
Payables to merchant from ZCITY platform (ii)		51,848		169,790
Provision for share-based compensation adjustment (iii)		2,726,545		2,726,545
Provision for fixed value equity awards (iv)		185,857		-
Loan from third party (v)		24,655		-
Others		147,298		109,539
Total other payables and accrued liabilities	$	3,561,583	$	3,444,929

As of March 31, 2026, the Company 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.

(i) Accrued professional fees The balance of accrued professional fees represented amount due to third parties service providers which include mobile application developing, marketing consulting service, IT related professional service, audit fee, tax filing fee, and consulting fee related to capital raising.28

~~(ii)~~Common stock ~~Payables~~issued tounder ~~merchants~~Share ~~from~~Purchase ~~ZCITY platform The balance of payables to merchants from ZCITY platform represented the amount the Company collected on behalf of merchant from its customer through the Company’s ZCITY platform.~~Agreement

On October 10, 2024, the Company entered into a Share Purchase Agreement (~~iii~~the “Purchase Agreement”) ~~Provision~~with Alumni Capital ~~for~~LP (“Alumni Capital”), ~~share-based~~a ~~compensation~~Delaware ~~adjustment~~limited ~~The~~partnership ~~balance~~which ofwas ~~provision~~subsequently ~~for~~amended ~~share-based~~by ~~compensation~~the ~~adjustment~~Modification ~~represented~~Agreement on January 21, 2025. Pursuant to the ~~one~~Purchase –Agreement, ~~off~~the ~~settlement~~Company ~~amount~~has the right, but not the obligation to ~~settle~~cause Alumni Capital ~~cash~~to purchase ~~compensation~~up ~~requested~~to by$50,000,000 the VCompany’s ~~Gallant~~common ~~Sdn.~~stock, ~~Bhd~~par value $0.00001 (the ~~pursuant~~“Commitment toAmount”), during the ~~Service~~period beginning on the execution date of the Purchase Agreement ~~dated~~and ~~October~~ending ~~29,~~on ~~2024,~~the asearlier ~~supplemented~~of (i) the date on ~~March~~which Alumni Capital has ~~28,~~purchased ~~2025~~$50,000,000 of tothe ~~reflect~~Company’s common stock pursuant to the ~~decline~~Purchase inAgreement ~~our~~or ~~share~~(ii) ~~price~~December 31, 2025.

In consideration for Alumni Capital’s execution and performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October 10, 2024 (ivthe “Purchase Warrant”), ~~Provision~~with ~~for~~a ~~fixed~~term ~~value~~of ~~equity~~three ~~awards~~(3) ~~The~~years, ~~balance~~to purchase a number of ~~provision~~shares ~~for~~of ~~fixed~~common stock ~~value~~equal ~~equity~~to ~~award~~ten ~~represented~~percent (10%) of the ~~cumulative~~Commitment ~~compensation~~Amount ~~cost~~divided ~~recognized~~by the applicable exercise price of the Purchase Warrant. The exercise price per share is determined as follows: (i) for ~~fixed~~the ~~dollar~~first ~~awards~~$600,000 ~~that~~worth ~~have~~of ~~been~~shares ~~earned~~exercised, bythe ~~employees~~exercise ~~through~~price ~~service~~(the ~~rendered~~“First Exercise ~~but~~Price”) ~~have~~will ~~not~~be ~~yet~~calculated ~~been~~by ~~settled~~dividing in$5,000,000 by the total number of outstanding shares of the Company’s common stock as of ~~December~~the 31applicable exercise date, ~~2025~~and the number of shares issuable will equal $600,000 divided by the First Exercise Price; and (~~See~~ii) ~~Note~~for 13the remaining $4,400,000 worth of shares exercised, the exercise price (the “Second Exercise Price”) will be calculated by dividing $8,500,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date, and the number of shares issuable will equal $4,400,000 divided by the Second Exercise Price.

~~(v)~~As ~~Loan~~of ~~from third party On December~~ March 31, ~~2025~~2026, ~~the~~Alumni ~~Company’s~~Capital ~~subsidiary,~~had ~~Tadaa~~purchased ~~Ventures~~approximately ~~entered into a loan agreement with XVI World Sdn~~$18.8 ~~Bhd.,~~million aworth ~~third party for a principal amount~~ of ~~$24,655~~the ~~for~~Company’s ~~working~~common ~~capital purposes. The loan bears interest at 5% per annum~~stock, ~~calculated~~totaling ~~on the outstanding principal balance~~644,956 ~~and is repayable on demand with no prepayment penalty~~shares.

~~Note~~ 12As –of ~~Related~~June ~~party~~30, ~~balances~~2025, ~~and~~Alumni ~~transactions~~Capital had purchased approximately $11.7 million worth of the Company’s common stock, totaling 158,184 shares.

~~Related~~Common ~~party~~stock ~~balances~~issued under subscription agreement

~~Other~~On November ~~receivable~~27, 2024, the Company entered into a ~~related~~subscription ~~party~~agreement (the “Subscription Agreement 1”) with certain investors (the “Investors 1”). Pursuant to the Subscription Agreement 1, the Investors agreed to invest an aggregate amount of $1,177,000 (the “Investment Amount”) in exchange for 3,567 shares of the Company’s common stock (the “Offered Shares”), with a par value of $0.00001 per share, at a negotiated purchase price of $330 per share (the “Offering”). As of March 31, 2026 and June 30, 2025, the Company had issued all 3,567 shares to the Investors for total consideration of $1,177,000.

Name of related party

Relationship

Nature

As of December 31, 2025

As of June 30, 2025

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Equipment rental deposit

14,656

13,723

On October 7, 2025, the Company entered into subscription agreements (the “Subscription Agreement 2”) with two investors (“Investors 2”) for the purchase of 17,242 shares of the Company’s common stock for aggregate cash consideration of $400,000. As of March 31, 2026, the Company issued all 17,242 shares to the Investors 2 for total consideration of $400,000.

25Common stock issued under direct offering.

~~TREASURE~~On December ~~GLOBAL~~12, ~~INC~~2025, ~~AND~~the ~~SUBSIDIARIES~~Company closed a registered direct offering with certain institutional investors for the purchase and sale of 250,000 shares of its common stock, resulting in net proceeds of $2,160,000, after deducting offering-related costs of $340,000.

~~NOTES~~Common TOstock ~~THE~~issued ~~UNAUDITED~~for ~~CONSOLIDATED~~acquiring ~~FINANCIAL~~intangible ~~STATEMENTS~~assets

~~Other payables,~~- ~~related~~Credilab ~~parties~~Sdn. Bhd. Bhd (“CLSB”)

Name of Related Party

Relationship

Nature

As of December 31, 2025

As of June 30, 2025

(Unaudited)

Ezytronic Sdn Bhd

Jau Long “Jerry” Ooi is a common shareholder

Operating expense paid on behalf

494

On September 20, 2024, the Company entered into a Partnership Agreement with CLSB. Under the terms of the Agreement, the Company and CLSB will establish a strategic partnership to leverage their respective core competencies, resources, and market expertise to drive mutual benefits and growth.

~~Related party loan~~29

OnAs part ~~December~~of 7,the ~~2020~~Partnership Agreement, the Company ~~obtained~~agreed ~~right~~to ofpay ~~use of a vehicle through signing a trust of deed with Chan Chong “Sam” Teo~~$2, ~~the Chief~~000,000 ~~Executive~~to ~~Officer~~CLSB and/or aits ~~shareholder~~nominees ~~of TGL. In return, the Company is obligated~~ to ~~remit~~develop ~~monthly~~and ~~installment~~implement ~~auto~~an ~~loan payment~~AI-driven ~~related~~chatbot tofor ~~this~~the ~~vehicle~~ZCity onApp ~~behalf~~platform, ofaimed ~~the~~at ~~related~~enhancing ~~party~~user ~~mentioned~~engagement ~~above.~~and ~~The~~providing ~~total~~real-time ~~amount~~assistance. ofAdditionally, ~~loan that~~ the ~~Company is entitled to repay~~partnership isincludes ~~approximately~~the ~~$27,000 (RM 114,000).~~development ~~The auto loan bear 5.96%~~ of ~~interest~~a ~~rate~~digital ~~per~~wallet ~~annum~~integrated ~~with 60 equal~~within ~~monthly installment~~the ~~payment~~ZCity ~~due~~App onto ~~the~~offer ~~first~~users ofa ~~each~~seamless ~~month. As~~payment ofsolution ~~December~~for ~~31,~~platform transactions ~~2025~~ and ~~June~~access ~~30,~~to ~~2025,~~CLSB’s ~~such~~financial ~~loan~~products ~~has an outstanding balance of $0~~ and ~~$5,134~~services.

The Company ~~interest~~has ~~expense~~sole ~~was~~discretion ~~$161~~to ~~and~~choose ~~$414~~whether ~~for~~to make the ~~three~~payment in cash and/or ~~six~~the ~~months~~equivalent ~~ended~~value ~~December~~in 31the Company’s common stock. On September 20, ~~2025~~2024, ~~respectively.~~the ~~The~~Company ~~interest~~issued ~~expense~~2,000 ~~was~~shares ~~$307 and~~of its common stock equivalent to $~~630~~1,380,000 to CLSB for software development. Upon completion of the ~~three~~software development, the Company will make the remaining payment of $620,000 in cash and/ ~~six~~or ~~months~~the ~~ended~~equivalent ~~December~~value in the Company’s common stock. As of March 31, ~~2024~~2026 and June 30, ~~respectively~~2025, the Company has offset $620,000 of the Collaboration deposits balance to CLSB against the remaining payment.

~~Related party~~- ~~transactions~~ Octagram Investment Limited

~~Operating~~On October ~~expenses~~10, ~~from~~2024, ~~related~~the ~~parties~~Company entered into a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian company, to establish a strategic partnership pursuant to the terms and conditions set forth in this Partnership Agreement. Pursuant to the Partnership Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned by the Company. In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification. The company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. On March 25, 2025, the Company and OCTA amended the Partnership Agreement to increase the total service fee to $6,500,000, to be settled by issuing shares of the Company at a price equal to the volume-weighted average price (VWAP) over the thirty (30) trading days immediately preceding the payment date, or such other price as may be mutually agreed. As of March 31, 2026, and June 30, 2025, the Company had issued 7,462 shares of its common stock to OCTA at a weighted average price of $565.0 per share.

			For the Three Months Ended				For the Six Months Ended
			December 31,				December 31,
Name of Related Party	Relationship	Nature	2025		2024		2025		2024
			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Ezytronic Sdn Bhd	Jau Long “Jerry” Ooi is a common shareholder	Operating expense		-		1,485		-		7,370
Total			$	-	$	1,485	$	-	$	7,370

V Gallant Sdn Bhd

~~Note~~On October 1329, 2024, the Company entered into a certain service agreement (the “Agreement”) with V GALLANT SDN BHD (“V Gallant”), a private company incorporated in Malaysia. Pursuant to the Agreement, the Company engaged V Gallant for its generative AI solutions and AI digital human technology services (the “Services”) in accordance with the terms and conditions therein. The Company agreed to pay V Gallant a total consideration of USD 16,000,000 ~~– Stockholders’~~to ~~deficiency~~V Gallant and/or its nominees for the Services and all associated hardware and software under the Agreement. The Services under this Agreement commenced on October 29, 2024, and were valid until December 31, 2025, unless the Agreement was mutually terminated or extended in writing or terminated by either the Company or V Gallant due to any breach or default of this Agreement, as the case may be.

~~Common~~On March 28, 2025, the Company and VGallant amended the Agreement to clarify the payment structure and to reflect the valuation of shares more accurately. Under the amended terms, the Company has sole discretion to settle the service fees in cash and/or through the issuance of shares. The fees are to be paid in two tranches: (i) a down payment of $8,000,000 upon execution of the Agreement, and (ii) the remaining $8,000,000 in twelve equal monthly installments commencing January 31, 2025. If paid in shares, the number of shares issued shall be based on the volume-weighted average price (VWAP) of the Company’s shares over the thirty (30) trading days immediately preceding the payment date or as otherwise mutually agreed. As of March 31, 2026 and June 30, 2025, the Company had issued 21,523 shares of its common stock to V Gallant at a weighted average price of $548.8 per share.

Prior to October 2021, TGL is authorized to issue 10,000,000 shares having a par value of $0.00001 per share. In October 2021, TGL increased its authorized shares to 170,000,000 shares as part of the Reorganization with TADAA Technologies, consisting of 150,000,000 shares of common stock with $0.00001 par value, and 20,000,000 shares of preferred stock with $0.00001 par value. The share capital increased of TGL presented herein is prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented of shares capital of TADAA Technologies. On April 2, 2025, the Company filed another Certificate of Amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which effected a 1-~~for-50~~ ~~reverse~~Myviko ~~stock~~Holding ~~split (the “April 2025 Reverse Split”) of its Common Stock, par value $0~~Sdn.~~00001~~ ~~per share~~Bhd. On November 25, 2025, the Company filed another Certificate of Amendment to the Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware, which effected a 1-for-20 reverse stock split (the “December 2025 Reverse Split”) of its Common Stock, par value $0.00001 per share.

~~Reverse~~On November 10, 2025, the Company entered into a service agreement (the “Digital Service Agreement”) with Myviko Holding Sdn. Bhd. (“Myyiko”) to provide services related to a digital currency wallet and exchange platform, pursuant to which the Company agreed to pay a total service fee of $5,000,000. Upon execution of the Digital Service Agreement, the Company was required to pay aggregate service fees of up to $3,500,000 through a combination of cash and equity consideration, including an initial cash payment of $100,000 (or such other lawful currency, as applicable). As of March 31, 2026, the Company had paid cash consideration of $1,199,393 and issued 154,545 shares of the Company’s common stock ~~split~~to Myyiko, with an aggregate fair value of approximately $3,400,000.

~~On April~~- 7,Nexe ~~2025,~~Cloud ~~the Company effected a 1:50 reverse stock split of its shares of common stock~~Limited.

On ~~December~~ 5October 22, 2025, the Company ~~further~~entered ~~effected~~into an agreement with Nexe Cloud Limited (the “Nexe”), pursuant to which Nexe agreed to sell and deliver an AI server to the Company for a ~~1:20~~total ~~reverse~~purchase ~~stock~~price ~~split~~of $750,000. Under the agreement, Nexe is responsible for supplying the AI server and related documentation, while the Company is responsible for inspection, installation, and integration of the server into its operations. The purchase price consists of $280,000 payable in cash and the remaining balance of $470,000 to be satisfied through the issuance and allotment of the Company’s common stock. As of March 31, 2026, the Company had paid cash consideration of $280,000 and issued 26,112 shares of the Company’s common stock to Nexe with an aggregate fair value of $470,000.

All share and per share amounts presented herein and in the accompanying unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the cumulative effect of the April 7, 2025 1:50 reverse stock split and the December 5, 2025 1:20 reverse stock split.30

26Warrants

~~TREASURE GLOBAL~~- ~~INC~~Issuance ~~AND~~of ~~SUBSIDIARIES~~Alumni Capital warrants

~~NOTES~~In consideration TOfor ~~THE~~Alumni ~~UNAUDITED~~Capital’s ~~CONSOLIDATED~~execution ~~FINANCIAL~~and ~~STATEMENTS~~performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October 10, 2024 (the “Purchase Warrant”), with a term of three (3) years, to purchase a number of shares of common stock equal to ten percent (10%) of the Commitment Amount divided by the applicable exercise price. The exercise price per share is determined as follows: (i) with respect to the first $600,000 of shares exercised, the exercise price (the “First Exercise Price”) is calculated by dividing $5,000,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date; and (ii) with respect to the remaining $4,400,000 of shares exercised, the exercise price (the “Second Exercise Price”) is calculated by dividing $8,500,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date. The Purchase Warrant is exercisable on a cashless basis if, at any time, there is no effective registration statement registering, or no current prospectus available for, the resale of the underlying shares.

~~Common~~As of March 31, 2026, Alumni Capital had purchased approximately $18.8 million worth of the Company’s common stock, ~~issued~~totaling ~~from~~644,956 shares. In connection with these purchases, as of March 31, 2026, the ~~Marketing~~Company ~~Offering~~had outstanding warrants held by Alumni Capital to purchase up to 477,540 ~~net~~shares of ~~issuance~~the ~~costs~~Company’s common stock (as adjusted, and subject to further adjustment), at a weighted-average exercise price of $5.07 per share (as adjusted, and subject to further adjustment), which expire on October 10, 2027. Both the exercise price and the number of shares issuable upon exercise of the warrant (as adjusted, and subject to further adjustment) are determined based on the contractual arrangement described above, whereby the exercise price is calculated using a fixed valuation of $8,500,000 divided by the number of outstanding shares at the time of exercise. The Purchase Warrants are being classified as liability instrument in accordance with ASC 480 as the Company will be issuing a variable number of shares upon exercised by the holders of the Purchase Warrants, and at inception, the obligation’s monetary value is based solely on a fixed monetary amount of $5,000,000 known at inception.

OnThe Company ~~March~~records ~~22,~~the ~~2024,~~fair value of the ~~Company~~Purchase Warrants as a derivative liability at inception and ~~H.C.~~recognized ~~Wainwright&~~the ~~Co.,~~changes ~~LLC,~~in (the ~~“Manager”)~~values ~~entered~~of ~~into~~these instruments ain ~~marketing~~the ~~offering~~unaudited ~~agreement (~~condensed consolidated statements of operations and comprehensive loss as “~~Marketing~~change ~~Offering~~in ~~Agreement~~fair value of derivative liabilities”). ~~Pursuant~~For to the ~~Marketing~~three ~~Offering~~months ~~Agreement~~ended March 31, 2026 and 2025, the ~~Company~~gain ~~intends~~from tochange ~~issue~~in ~~and~~fair ~~sell~~value ~~through~~of derivative liabilities oramounted to ~~the~~$1,183,478 ~~Manager~~and $1,781,758, asrespectively. ~~sales~~For ~~agent~~the nine months ended March 3, 2026 and /2025, orthe ~~principal~~gain from ~~time~~change toin ~~time~~fair value of ~~the~~derivative ~~Company’s~~liabilities ~~common~~amounted ~~stock~~to at$5,400,218 ~~the~~and ~~Market~~$1,781,758, ~~Offering~~respectively.

AsThe fair value of ~~December~~the ~~31,~~warrants ~~2025,~~issued to Alumni Capital which was determined on grant dates by using the ~~Company~~Black ~~received~~Scholes anmodel ~~aggregated~~using ~~net~~the ~~proceed~~following assumptions: (1) expected volatility of 160.20% ~~approximately~~to $2182.~~9 million~~34%, ~~net~~(2) risk-free ofinterest ~~broker~~rate ~~fee~~of 3.52% ~~from~~to ~~issuance~~4.37%, (3) expected life of 1.8 years to 2.8 years,~~678~~ (4) ~~shares~~exercise price of ~~common~~$23.37 to $103.00 and (5) stock price of $22.60 to $390.00 on grant date, the date of which ~~sell~~the ~~through~~warrants orwere toissued. Based on above assumption, the ~~Manager~~fair value of the warrants on grant date were estimated to be $5,331,798.

~~Common~~As of June ~~stock~~30, 2025, The fair value of the warrants issued ~~under~~to ~~Share~~Alumni ~~Purchase~~Capital ~~Agreement~~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.

On October 10, 2024, the Company 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, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $50,000,000 the Company’s common stock, par value $0.00001 (the “Commitment Amount”), 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.~~

InThe fair ~~consideration~~value ~~for~~of ~~Alumni Capital’s execution and performance under~~ the ~~Purchase~~warrants ~~Agreement, the Company~~ issued to Alumni Capital a ~~purchase~~which ~~warrant~~was ~~dated~~determined ~~October~~on ~~10,~~March ~~2024 (the “Purchase Warrant”)~~31, ~~with~~2026 aby ~~term~~using ofthe ~~three~~Black ~~(3)~~Scholes ~~years,~~model tousing ~~purchase~~the ~~a number~~following ofassumptions: ~~shares of common stock equal to ten percent~~ (~~10%~~1) expected ofvolatility ~~the Commitment Amount divided by the applicable exercise price~~ of ~~the Purchase Warrant~~ 177.6%, ~~The exercise price per share is determined as follows:~~ (i2) risk-free ~~for~~interest ~~the~~rate ~~first $600,000 worth~~ of ~~shares exercised~~ 3.74%, ~~the exercise price~~ (~~the “First Exercise Price”~~3) expected ~~will~~life ~~be calculated by dividing $~~of 1.5 years,~~000,000 by the total number of outstanding shares of the Company’s~~ ~~common stock as of the applicable~~ (4) exercise ~~date,~~price ~~and the number~~ of ~~shares issuable will equal~~ $~~600,000~~5.07 ~~divided by the First Exercise Price;~~ and (ii5) stock ~~for~~price ~~the~~of ~~remaining~~ $~~4,400,000~~3.56 on ~~worth~~March ~~of shares exercised~~31, ~~the~~2026. ~~exercise~~Based ~~price~~on ~~(the~~above ~~“Second Exercise Price”) will be calculated by dividing $8~~assumption,~~500,000~~ by the ~~total~~fair ~~number~~ value of ~~outstanding shares of~~ the ~~Company’s~~warrants ~~common~~was ~~stock~~estimated asto ofbe ~~the applicable exercise date, and the number of shares issuable will equal~~ $41,~~400~~165,~~000 divided by the Second Exercise Price~~795.

AsWarrants outstanding as of ~~December~~March 31, ~~2025,~~2026 ~~Alumni~~are ~~Capital~~as ~~had purchased approximately $18.8 million worth of the Company’s common stock, totaling 644,956 shares.~~follows:

As of June 30, 2025, Alumni Capital had purchased approximately $11.7 million worth of the Company’s common stock, totaling 158,184 shares.

	Shares			Weighted Average Exercise Price*			Weighted Average Remaining Contractual Term (Years)
Outstanding at June 30, 2024		1		$	357,140			3.1
Granted		13,034			90			2.6
Adjustment*		19,961			(55.8	)
Exercised		(9,812	)		38.6			-
Outstanding at June 30, 2025		23,184			34.2			2.3
Granted		363,732			6.7			1.8
Adjustment*		389,947			(3.2	)
Exercised		(299,323	)		5.6
Outstanding at March 31, 2026 (Unaudited)		477,540		$	5.1			1.6

~~Common stock~~* ~~issued~~Adjustment reflects the change in the number of shares issuable under ~~subscription~~the ~~agreement~~Purchase Warrant issued to Alumni Capital due to the contractual pricing mechanism based on outstanding shares. Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the warrants will be adjusted proportionally

OnExercised November 27, 2024, the Company entered into a subscription agreement (the “Subscription Agreement 1”) with certain investors (the “Investors 1”). Pursuant to the Subscription Agreement 1, the Investors agreed to invest an aggregate amount of ~~$1,177,000 (the~~Alumni ~~“Investment~~Capital Amount”) in exchange for 3,567 shares of the Company’s common stock (the “Offered Shares”), with a par value of $0.00001 per share, at a negotiated purchase price of $330 per share (the “Offering”). As of December 31, 2025 and June 30, 2025, the Company had issued all 3,567 shares to the Investors for total consideration of $1,177,000.warrants

On ~~October 7~~June 5, 2025, ~~the~~Alumni ~~Company~~Capital ~~entered~~exercised ~~into subscription agreements (~~the ~~“Subscription~~Alumni ~~Agreement~~Capital ~~2”)~~warrants ~~with~~to ~~two investors (“Investors 2”) for the~~ purchase ~~of 17~~ 2,~~242~~ 500 shares of the Company’s common stock at ~~for~~an ~~aggregate~~exercise ~~cash~~price ~~consideration~~ of $~~400,000~~1.27 Asper ofshare ~~December~~generating ~~31,~~gross ~~2025,~~proceeds ~~the~~of ~~Company issued all 17~~$63,~~242 shares~~ 567 to the ~~Investors 2 for total consideration of $400,000~~Company.

27On June 5, 2025, Alumni Capital exercised the Alumni Capital warrants on “cashless” basis while the Company’s had issued 7,288 shares of the Company’s common stock to Alumni Capital.

~~TREASURE~~On December ~~GLOBAL~~8, ~~INC~~2025, ~~AND~~Alumni ~~SUBSIDIARIES~~Capital exercised the Alumni Capital warrants to purchase 150,000 shares of the Company’s common stock at an weighted average exercise price of $9.05 per share generating gross proceeds of $1,357,577 to the Company.

~~NOTES~~On December TO11, ~~THE~~2025, ~~UNAUDITED~~Alumni ~~CONSOLIDATED~~Capital ~~FINANCIAL~~exercised ~~STATEMENTS~~the Alumni Capital warrants on “cashless” basis while the Company’s had issued 149,323 shares of the Company’s common stock to Alumni Capital.

~~Common~~Upon exercise ~~stock~~of ~~issued~~above-mentioned ~~under~~warrants, ~~direct~~the ~~offering.~~Company reduced the fair value of Alumni Capital warrants and increased the additional paid in capital by $4,614,985 and $249,424 for the nine months ended March 31, 2026, and for the year ended June 30, 2025, respectively.

On December 12, 2025, the Company closed a registered direct offering with certain institutional investors for the purchase and sale of 250,000 shares of its common stock, resulting in net proceeds of $2,160,000, after deducting offeringStock-~~related costs of $340,000.~~based compensation

~~Common stock~~- ~~issued~~Restricted ~~for acquiring intangible assets~~stock

-In October ~~Credilab~~2025, ~~Sdn.~~the ~~Bhd.~~Company ~~Bhd~~adopted its 2025 Equity Incentive Plan (“~~CLSB~~EIP”) to attract, retain, and motivate key employees, officers, directors, and consultants by providing equity-based incentives aligned with the interests of the Company’s stockholders.

As ~~part~~ of ~~the~~March 31, ~~Partnership Agreement~~2026, the Company ~~agreed~~had toexecuted ~~pay~~various ~~$2,000,000~~executive toemployment ~~CLSB~~agreements ~~and/or~~(the ~~its~~“Employment ~~nominees~~Agreements”) towith ~~develop~~certain ~~and~~individuals, pursuant ~~implement~~to anwhich ~~AI-driven chatbot~~such ~~for~~individuals ~~the~~were ~~ZCity~~appointed ~~App~~as ~~platform,~~the ~~aimed~~Company’s atexecutive ~~enhancing~~officers. ~~user~~Under ~~engagement~~the ~~and~~terms ~~providing~~of ~~real-time~~the ~~assistance.~~Employment ~~Additionally~~Agreements, each ~~the~~executive ~~partnership includes~~officer ~~the~~is ~~development~~entitled ofto receive a ~~digital~~predetermined ~~wallet~~monetary ~~integrated~~value ~~within~~of the ~~ZCity~~Company’s ~~App~~common tostock ~~offer~~as ~~users~~annual compensation for a ~~seamless~~period ~~payment~~of ~~solution~~12 ~~for~~or ~~platform transactions~~24 ~~and~~months, ~~access~~with tostock ~~CLSB’s~~compensation ~~financial~~for ~~products~~subsequent ~~and~~years ~~services~~contingent upon performance.

The ~~Company~~2025 EIP ~~has~~provides ~~sole~~for ~~discretion~~the togrant ~~choose~~of ~~whether to~~restricted ~~make~~stock ~~the~~awards ~~payment~~(“Restricted inStock ~~cash~~Awards”) to certain officers and~~/or~~ ~~the~~key ~~equivalent~~employees. Restricted ~~value~~Stock inAwards ~~the~~generally ~~Company’s~~vest ~~common~~either ~~stock.~~immediately Onor ~~September~~over ~~20,~~12 ~~2024~~to 24 months service period, ~~the~~on ~~Company~~a ~~issued~~straight-line basis. As 2of March 31,~~000~~ 2026, 36,279 shares of ~~its~~the Company’s common stock ~~equivalent~~issued topursuant ~~$1,380,000~~ to ~~CLSB~~Restricted ~~for~~Stock ~~software~~Awards ~~development.~~are ~~Upon~~legally ~~completion~~issued ofand outstanding on the ~~software~~grant ~~development, the~~date ~~Company~~but ~~will~~are ~~make~~subject ~~the~~to ~~remaining~~service-based ~~payment~~vesting ofconditions. ~~$620,000~~For incertain ~~cash~~awards, ~~and/~~shares orvest ~~the~~ratably ~~equivalent~~over ~~value~~12 inmonths and only the ~~Company’s~~unvested ~~common~~portion ~~stock.~~is Assubject ~~of December~~to ~~31,~~forfeiture ~~2025~~upon ~~and~~termination. ~~June~~For ~~30,~~other ~~2025~~awards, ~~the~~all ~~Company~~shares ~~has~~remain ~~offset~~subject ~~$620,000~~to offorfeiture ~~the~~until completion ~~Collaboration~~of ~~deposits~~a ~~balance~~24-month toservice ~~CLSB against the remaining payment~~requirement.

The grant-date ~~Octagram~~fair ~~Investment~~value ~~Limited~~of Restricted Stock Awards is determined based on the closing market price of the Company’s common stock on the date of grant.

~~On October~~The ~~10, 2024, the~~ Company entered into a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian company, to establish a strategic partnership pursuant to the terms and conditions set forth in this Partnership Agreement. Pursuant to the Partnership Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce platform owned by the Company. In addition, OCTA shall customize the mini-game modules based on the Company’s ~~detailed specification. The company agreed to pay a total consideration of (USD 2,800,000) (“Service~~ ~~Fees”)~~Restricted toStock ~~OCTA~~Award ~~and/or~~activity ~~its~~for ~~nominees by using~~ the ~~Company~~nine ~~shares. On~~months ended March 2531, ~~2025,~~2026 ~~the~~was Company and OCTA amended the Partnership Agreement to increase the total service fee to $6,500,000, to be settled by issuing shares of the Company at a price equal to the volume-weighted average price (VWAP) over the thirty (30) trading days immediately preceding the payment date, or such other price as ~~may be mutually agreed. As of December 31, 2025 and June 30, 2025, the Company had issued 7,462 shares of its common stock to OCTA at a weighted average price of $565.0 per share.~~follows:

- V Gallant Sdn Bhd

	Shares			Weighted Average Grant Date Fair Value per Share
Outstanding as of June 30, 2025		-		$	-
Granted		36,279			17.69
Vested		(26,083	)		18.28
Forfeited		-			-
Outstanding as of March 31, 2026 (Unaudited)		10,196		$	16.18

On- ~~October~~Fixed ~~29,~~Value ~~2024,~~Equity the Company entered into a certain service agreement (the “Agreement”) with V GALLANT SDN BHD (“V Gallant”), a private company incorporated in Malaysia. Pursuant to the Agreement, the Company engaged V Gallant for its generative AI solutions and AI digital human technology services (the “Services”) in accordance with the terms and conditions therein. The Company agreed to pay V Gallant a total consideration of USD 16,000,000 to V Gallant and/or its nominees for the Services and all associated hardware and software under the Agreement. The Services under this Agreement commenced on October 29, 2024, and were valid until December 31, 2025, unless the Agreement was mutually terminated or extended in writing or terminated by either the Company or V Gallant due to any breach or default of this Agreement, as the case may be.Awards

OnThe Company ~~March~~issues ~~28,~~fixed ~~2025,~~value ~~the~~equity ~~Company~~awards ~~and~~to ~~VGallant~~certain ~~amended~~employees ~~the~~as ~~Agreement~~a topart ~~clarify~~of ~~the~~their ~~payment~~compensation ~~structure~~package. ~~and~~These toawards ~~reflect~~are ~~the~~accounted ~~valuation~~for ofas ~~shares~~liability ~~more~~classified ~~accurately.~~awards ~~Under~~under ~~the~~ASC ~~amended~~718 ~~terms,~~— ~~the~~Stock ~~Company~~Compensation. ~~has~~Fixed ~~sole~~value ~~discretion~~equity toawards ~~settle~~granted ~~the~~have service-based ~~fees~~conditions inonly ~~cash~~ and~~/or~~ vest ~~through~~monthly over the ~~issuance of~~service ~~shares~~period. ~~The~~These ~~fees~~awards ~~are~~represent toa befixed ~~paid~~dollar inamount ~~two~~settled ~~tranches:~~in ~~(i)~~ a ~~down~~variable ~~payment~~number of ~~$8,000,000~~shares ~~upon~~determined at ~~execution~~each ofvesting ~~the~~period. ~~Agreement,~~For ~~and (ii)~~ the ~~remaining $8,000,000~~nine inmonths ~~twelve~~ended ~~equal~~March ~~monthly installments commencing January~~ 31, ~~2025.~~2026, ~~If paid in shares~~23,478 ~~the number of~~ shares ~~issued shall be based on the volume-weighted average price (VWAP)~~ of the Company’s ~~shares~~common ~~over~~stock ~~the~~were ~~thirty~~issued ~~(30)~~to ~~trading days immediately preceding~~employees ~~the~~in ~~payment~~settlement ~~date~~of orportion assuch ~~otherwise mutually agreed~~liabilities. As of ~~December~~March 31, ~~2025 and June 30~~2026, ~~2025~~$248,818 ~~the~~was ~~Company~~recorded ~~had~~in ~~issued 21,523 shares of~~other ~~its~~payables ~~common~~and ~~stock~~accrued toliabilities, Vrepresenting the ~~Gallant~~unpaid atportion aof ~~weighted~~the ~~average~~outstanding ~~price of $548~~awards.~~8 per share.~~

28On August 1, 2025, the Company entered into a consultant service agreement (“Consultant Service Agreement”)_ with a third party (“Consultant”) to provide strategic advisory services. As amended on November 1, 2025, the Consultant is entitled to monthly compensation of $25,000, payable partly in cash and partly in the Company’s common stock. The stock-based portion represents a fixed dollar amount settled in a variable number of shares determined based on the thirty-day volume-weighted average price preceding month-end. For the nine months ended March 31, 2026, 2,918 shares of the Company’s common stock were issued to Consultant in settlement of portion of such liabilities. As of March 31, 2026, $135,735 was recorded in other payables and accrued liabilities, representing the unpaid portion of the outstanding awards.

~~TREASURE~~The Company ~~GLOBAL~~evaluated ~~INC~~the ~~AND~~fixed ~~SUBSIDIARIES~~value equity awards arrangement under ASC 718 and determined that the award represents a liability-classified share-based payment because it is a fixed monetary obligation to be settled in a variable number of shares. In accordance with ASC 718-10-35-1, liability-classified awards are remeasured at fair value at each reporting date. However, because the obligation is fixed in monetary terms, the fair value of the liability equals the amount of compensation earned for services rendered to date.

~~NOTES~~For the TOthree ~~THE~~and ~~UNAUDITED~~nine ~~CONSOLIDATED~~months ~~FINANCIAL~~ended ~~STATEMENTS~~March 31, 2026, the Company recognized $251,196 and $1,138,423 in stock-based compensation expense, respectively.

~~- Myviko Holding Sdn. Bhd.~~33

~~On November~~For ~~10, 2025,~~ the ~~Company entered into a service agreement (the “Digital Service Agreement”) with Myviko Holding Sdn.~~ ~~Bhd.~~three ~~(“Myyiko”) to provide services related to a digital currency wallet~~ and ~~exchange~~nine ~~platform,~~months ~~pursuant~~ended toMarch ~~which the Company agreed to pay a total service fee of $5~~31,~~000,000.~~ ~~Upon execution of the Digital Service Agreement~~2025, the Company ~~was~~recognized ~~required to pay aggregate service fees of up to~~ $370,~~500,~~000 ~~through a combination of cash~~ and ~~equity consideration, including an initial cash payment of~~ $~~100~~210,000 ~~(or~~ in ~~such other lawful currency, as applicable). As of December 31, 2025, the Company had paid cash consideration of $1,199,393 and issued 154,545 shares of the Company’s common~~ stock-based tocompensation ~~Myyiko~~expense, ~~with an aggregate fair value of approximately $3,400,000~~ respectively.

-Common ~~Nexe~~stock ~~Cloud~~issued ~~Limited.~~for prepaid consulting fee

On October 21, 2025 and October 2227, 2025, the Company entered into anservice ~~agreement~~agreements with ~~Nexe~~WeShare ~~Cloud~~Management ~~Limited~~Sdn. Bhd. (~~the~~“WeShare”) and Astute All Advisory Ltd. (“~~Nexe~~Astute”), respectively, pursuant to which ~~Nexe~~WeShare ~~agreed to sell~~ and ~~deliver~~Astute anagreed ~~AI server~~ to ~~the~~provide ~~Company for a total purchase price of $750~~management consultancy,~~000.~~ ~~Under~~business ~~the agreement~~strategy, ~~Nexe~~and isadvisory ~~responsible~~services ~~for supplying~~to the AICompany. ~~server~~The ~~and~~WeShare ~~related~~agreement ~~documentation,~~has ~~while~~a ~~the~~two-year ~~Company~~term isbeginning ~~responsible~~October ~~for inspection~~21, ~~installation~~ 2025, and ~~integration of~~ the ~~server~~Astute ~~into~~agreement ~~its~~has ~~operations.~~a ~~The~~24-month ~~purchase~~term ~~price~~beginning ~~consists~~October ~~of $280~~27,~~000~~ ~~payable~~2025. inThe ~~cash~~service ~~and~~fees ~~the~~under ~~remaining~~each ~~balance~~agreement consist of total consideration of $~~470~~1,500,000, topayable ~~be satisfied~~ through the issuance ~~and allotment~~ of the Company’s common stock. As of ~~December~~March 31, ~~2025~~2026, the Company had ~~paid cash consideration~~ ofissued ~~$280~~83,~~000~~334 and ~~issued 26~~88,~~112~~236 shares ofto ~~the~~Astute ~~Company’s~~and ~~common~~WeShare, ~~stock~~respectively ~~to Nexe~~ with an aggregate fair value of ~~approximately of~~ $~~470~~1,500,000 for each agreement.

~~Warrants~~Note 14 – Income taxes

~~- Issuance~~The United States and foreign components of ~~Alumni~~(loss) income ~~Capital~~before ~~warrants~~income taxes were comprised of the following:

In consideration for Alumni Capital’s execution and performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October 10, 2024 for a term of three (3) years (the “Purchase Warrant”), to purchase up to a number of common stock equal to ten percent (10%) of the Commitment Amount divided by the exercise price of the Purchase Warrant. The exercise price per share of the Purchase Warrant will be calculated by dividing the $5,000,000 valuation by the total number of outstanding shares of common stock as of the Exercise Date. In addition, the Alumni Capital warrants are exercisable on a “cashless” basis if at any time there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Alumni Capital warrants share by Alumni Capital.

	For the three months ended						For the nine months ended
	March 31,						March 31,
	2026			2025			2026			2025
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Tax jurisdictions from:
- Local – United States	$	(1,827,101	)	$	1,368,933		$	(5,190,931	)	$	362,733
- Foreign – Malaysia		(444,127	)		(108,968	)		(2,224,064	)		(264,976	)
(Loss) income before income tax	$	(2,271,228	)	$	1,259,965		$	(7,414,995	)	$	97,757

As of December 31, 2025, Alumni Capital had purchased approximately $18.8 million worth of the Company’s common stock, totaling 644,956 shares. In connection with these purchases, as of December 31, 2025, the Company had outstanding warrants held by Alumni Capital to purchase up to 477,540 shares of the Company’s common stock (as adjusted, and subject to further adjustment), at a weighted-average exercise price of $5.07 per share (as adjusted, and subject to further adjustment), which expire on October 10, 2027. Both the exercise price and the number of shares issuable upon exercise of the warrant (as adjusted, and subject to further adjustment) are determined based on the contractual arrangement described above, whereby the exercise price is calculated using a fixed valuation of $5,000,000 divided by the number of outstanding shares at the time of exercise. The ~~Purchase Warrants are being classified as liability instrument in accordance~~provision ~~with~~for ~~ASC~~income ~~480~~taxes asconsisted ~~the Company will be issuing a variable number~~ of ~~shares upon exercised by~~ the ~~holders of the Purchase Warrants, and at inception, the obligation’s monetary value is based solely on a fixed monetary amount of $5,000,000 known at inception.~~following:

The Company records the fair value of the Purchase Warrants as a derivative liability at inception and recognized the changes in the values of these instruments in the unaudited condensed consolidated statements of operations and comprehensive loss as “change in fair value of derivative liabilities”. For the three months ended December 31, 2025 and 2024, the gain from change in fair value of derivative liabilities amounted to $4,632,913 and $0, respectively. For the six months ended December 31, 2025 and 2024, the gain from change in fair value of derivative liabilities amounted to $4,216,740 and $0, respectively.

	For the three months ended				For the nine months ended
	March 31,				March 31,
	2026		2025		2026		2025
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Tax jurisdictions from:
- Local – United States	$	50,000	$	-	$	150,000	$	20,831
- Foreign – Malaysia		-		-		-		-
Provision for income tax	$	50,000	$	-	$	150,000	$	20,831

29United States of America

~~TREASURE~~TGL was incorporated in the State of Delaware ~~GLOBAL~~and ~~INC~~is ~~AND~~subject ~~SUBSIDIARIES~~to the tax laws of the United States of America. As of March 31, 2026, the operations in the United States of America incurred $22,619,329 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income and can be used to offset up to 80% of taxable income for losses arising in tax years beginning after June 30, 2023. The deferred tax valuation allowance as of March 31, 2026 and June 30, 2025 were $4,750,059 and $3,270,173, respectively.

~~NOTES~~TGL also TOsubject ~~THE~~to ~~UNAUDITED~~controlled ~~CONSOLIDATED~~foreign ~~FINANCIAL~~corporations ~~STATEMENTS~~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 offshore 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.

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 1.8 years to 2.8 years, (4) exercise price of $23.37 to $103.00 and (5) stock price of $22.60 to $390.00 on grant date, the date of which the warrants were issued. Based on above assumption, the fair value of the warrants on grant date were estimated to be $5,331,798.

~~As of~~For ~~June 30, 2025, The fair value of~~ the three ~~warrants~~and ~~issued~~nine tomonths ~~Alumni~~ended ~~Capital~~March ~~was~~31, ~~determined~~2026 byand ~~using~~2025, the ~~Black~~Company’s ~~Scholes~~foreign ~~model~~subsidiaries ~~using~~did ~~the~~not ~~following assumptions:~~generate ~~(1) expected~~any ~~volatility~~income ~~of 162.92%~~that tois ~~167.27%, (2) risk-free interest rate of 3.71%, (3) expected~~subject ~~life~~to ~~of 2.3 years,~~Subpart ~~(4) exercise~~F ~~price~~tax ~~of $24.00 to $41.00~~ and ~~(5) stock~~GILTI ~~price of $1~~tax.~~10 on June 30, 2025. Based on above assumption, the fair value of the warrants were estimated to be $383,886.~~

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.Malaysia

~~Warrants~~TADAA Technologies ~~outstanding~~and asTADAA Ventures are governed by the income tax laws of ~~December~~Malaysia 31and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, ~~2025~~interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of March 31, 2026, the operations in the Malaysia incurred $24,743,733 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income. The deferred tax valuation allowance as ~~follows:~~of March 31, 2026 and June 30, 2025 were $5,938,496 and $5,404,721, respectively.

	Shares			Weighted Average Exercise Price*			Weighted Average Remaining Contractual Term (Years)
Outstanding at June 30, 2024		1		$	357,140			3.1
Granted		13,034			90			2.6
Adjustment*		19,961			(55.8	)
Exercised		(9,812	)		38.6			-
Outstanding at June 30, 2025		23,184			34.2			2.3
Granted		363,732			6.7			1.8
Adjustment*		389,947			(3.2	)
Exercised		(299,323	)		5.6
Outstanding at December 31, 2025 (Unaudited)		477,540		$	5.1			1.8

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of:

* Adjustment reflects the change in the number of shares issuable under the Purchase Warrant issued to Alumni Capital due to the contractual pricing mechanism based on outstanding shares. Upon any such price-based adjustment to the exercise price, the number of shares issuable upon exercise of the warrants will be adjusted proportionally

	As of March 31, 2026			As of June 30, 2025
	(Unaudited)
Deferred tax assets:
Net operating loss carry forwards in U.S.	$	4,750,059		$	3,270,173
Net operating loss carry forwards in Malaysia		5,938,496			5,404,721
Allowance for credit losses		958,984			261,186
Gain from disposal of subsidiaries		(211,413	)		-
Long-live assets impairment		4,738,058			4,098,634
Change in fair value of derivative liabilities		(1,515,599	)		(381,553	)
Less: valuation allowance*		(14,658,585	)		(12,653,161	)
Deferred tax assets	$	-		$	-

~~Exercised of~~* ~~Alumni~~Change ~~Capital~~in ~~warrants~~valuation allowance was amounted to $2,005,424 and $69,954 for the nine months ended March 31, 2026 and 2025, respectively.

OnUncertain ~~June~~tax 5, 2025, Alumni Capital exercised the Alumni Capital warrants to purchase 2,500 shares of the Company’s common stock at an exercise price of $1.27 per share generating gross proceeds of $63,567 to the Company.positions

OnThe Company ~~June~~evaluates 5,each ~~2025,~~uncertain ~~Alumni~~tax ~~Capital~~position ~~exercised~~(including the ~~Alumni~~potential ~~Capital~~application ~~warrants~~of interest and penalties) based on ~~“cashless”~~the ~~basis~~technical ~~while~~merits, and measure the ~~Company’s~~unrecognized ~~had~~benefits ~~issued 7,288~~associated ~~shares~~with the tax positions. As of March 31, 2026 and June 30, 2025, the Company’s ~~common~~did not have ~~stock~~any tosignificant ~~Alumni~~unrecognized ~~Capital~~uncertain tax positions. The Company did not incur interest and penalties tax for the nine months ended March 31, 2026 and 2025

OnNote ~~December 8, 2025, Alumni Capital exercised the Alumni Capital warrants to purchase~~15 ~~150,000 shares~~– ofConcentrations ~~the Company’s common stock at an weighted average exercise price~~ of ~~$9.05 per share generating gross proceeds of $1,357,577 to the Company.~~risks

~~On December~~(a) ~~11,~~Major ~~2025, Alumni Capital exercised the Alumni Capital warrants on “cashless” basis while the Company’s had issued 149,323 shares of the Company’s common stock to Alumni Capital.~~customers

~~Upon~~For ~~exercise of above-mentioned warrants,~~ the ~~Company reduced the~~ ~~fair~~three ~~value of Alumni Capital warrants~~ and ~~increased~~nine ~~the~~months ~~additional~~ended ~~paid~~March in31, ~~capital by $249~~2026,~~424~~ no ~~and~~customer ~~$4,614,985~~accounted for ~~the~~10.0% ~~year~~or ~~ended~~more ~~June 30,~~of ~~2025 and for~~ the ~~six~~Company’s ~~months~~total ~~ended December 31, 2025, respectively~~revenues.

~~Stock-based~~For ~~compensation~~the three months ended March 31, 2025, one customer accounted for approximately 90.4% of the Company’s total revenues.

~~-Restricted~~For ~~stock~~the nine months ended March 31, 2025, two customers accounted for approximately 51.3% and 25.2% of the Company’s total revenues.

In October 2025, the Company adopted its 2025 Equity Incentive Plan (“EIP”) to attract, retain, and motivate key employees, officers, directors, and consultants by providing equity-based incentives aligned with the interests of the Company’s stockholders.35

As of March 31, 2026, two customers accounted for approximately 76.8% and 22.5% of the total balance of accounts receivable, respectively. As of June 30, 2025, one customer accounted for approximately 92.3% of the total balance of accounts receivable, respectively.

~~TREASURE GLOBAL~~(b) ~~INC~~Major ~~AND SUBSIDIARIES~~vendors

~~NOTES~~For the TOthree ~~THE~~months ~~UNAUDITED~~ended ~~CONSOLIDATED~~March ~~FINANCIAL~~31, ~~STATEMENTS~~2026, one vendors accounted for approximately 98.2% of the Company’s total purchases.

AsFor ~~of December 31, 2025,~~ the ~~Company had executed~~ ~~various~~nine ~~executive~~months ~~employment~~ended ~~agreements~~March ~~(the~~31, ~~“Employment Agreements”) with certain individuals~~2026, ~~pursuant~~one tovendor ~~which~~accounted ~~such~~for ~~individuals were~~approximately ~~appointed as the Company’s executive officers~~94.9% ~~Under the terms~~ of the ~~Employment Agreements, each executive officer is entitled to receive a predetermined monetary value of the~~ Company’s ~~common~~total ~~stock as annual compensation for a period of 12 or 24 months, with stock compensation for subsequent years contingent upon performance~~purchases.

~~The~~For ~~2025 EIP provides for~~ the ~~grant of restricted stock awards (“Restricted~~ ~~Stock~~three ~~Awards”) to certain officers and key employees. Restricted Stock Awards generally vest either immediately or over 12 to 24~~ months ~~service~~ended ~~period,~~March ~~on a straight-line basis. As of December~~ 31, 2025, ~~36,279~~two ~~shares~~vendors ofaccounted ~~the~~for ~~Company’s common stock issued pursuant to Restricted Stock Awards are legally issued and outstanding on the grant date but are subject to service-based vesting conditions~~approximately 72. ~~For~~2% ~~certain awards, shares vest ratably over 12 months~~ and ~~only the unvested portion is subject to forfeiture upon termination~~ 27.8% ~~For other awards, all shares remain subject to forfeiture until completion~~ of athe ~~24-month~~Company’s ~~service~~total ~~requirement~~purchases.

~~The~~For ~~grant-date~~the nine ~~fair~~months ~~value~~ended ofMarch ~~Restricted~~31, ~~Stock Awards~~2025, isthree ~~determined~~vendors ~~based~~accounted onfor ~~the~~approximately 45.5%, 33.5% ~~closing~~and 19.6% ~~market price~~ of the Company’s total ~~common stock on the date of grant~~purchases.

~~The~~As ~~Company’s~~of ~~Restricted~~March 31, ~~Stock~~2026, ~~Award~~three ~~activity~~ vendor accounted for approximately 46.7%, 20.9%, and 15.2% of the ~~six~~total ~~months~~balance ~~ended~~of ~~December~~accounts 31payable. As of June 30, 2025, ~~was~~three asvendors ~~follows:~~accounted for approximately 46.7%, 20.9%, and 15.1% of the total balance of accounts payable.

	Shares			Weighted Average Grant Date Fair Value per Share
Outstanding as of June 30, 2025		-		$	-
Granted		36,279			17.69
Vested		(23,039	)		18.42
Forfeited		-			-
Outstanding as of December 31, 2025 (Unaudited)		13,240		$	16.42

(c)

Credit risk

~~-Fixed~~Financial instruments ~~Value~~that ~~Equity~~potentially ~~Awards~~subject the Company to significant concentrations of credit risk consist primarily of cash. As of March 31, 2026 and June 30, 2025, $2,912,532 and $236,657 were deposited with financial institutions or fund received from customer being held in third party platform’s fund account, $2,366,769 and $31,115 of these balances are not covered by deposit insurance, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

~~The~~Financial instruments ~~Company~~that ~~issues~~are ~~fixed~~potentially ~~value~~subject ~~equity awards~~ to ~~certain~~credit ~~employees~~risk ~~as a~~consist ~~part~~principally of ~~their~~accounts ~~compensation~~receivable ~~package.~~and ~~These~~other ~~awards~~receivables. ~~are~~The ~~accounted for as liability classified awards under ASC 718 — Stock Compensation.~~Company ~~Fixed~~believes ~~value~~the ~~equity~~concentration ~~awards~~of ~~granted~~credit ~~have~~risk ~~service-based~~in ~~conditions~~its ~~only~~accounts receivable and ~~vest~~other ~~monthly~~receivables ~~over~~is ~~the~~substantially ~~service~~mitigated ~~period.~~by ~~These~~its ~~awards represent~~ongoing acredit ~~fixed~~evaluation ~~dollar~~process ~~amount~~and ~~settled~~relatively inshort acollection ~~variable~~terms. ~~number~~The ofCompany ~~shares~~does ~~determined~~not atgenerally ~~each~~require ~~vesting~~collateral ~~period~~from customers. ~~For the six months ended December 31,~~The ~~2025,~~Company ~~23,478~~evaluates ~~shares~~the ofneed ~~the~~for ~~Company’s~~an ~~common~~provision ~~stock~~for ~~were~~estimated ~~issued~~credit tolosses ~~employees~~based inupon ~~settlement~~factors ofsurrounding ~~such~~the ~~liabilities.~~credit Asrisk of ~~December~~specific 31customers, ~~2025,~~historical ~~$116,462~~trends ~~was~~and ~~recorded in~~ other ~~payables and accrued liabilities, representing the unpaid portion of the outstanding awards~~information.

On(d) ~~August~~Exchange 1,rate 2025, the Company entered into a Consultant Service Agreement with a third party to provide strategic advisory services. As amended on November 1, 2025, the Consultant is entitled to monthly compensation of $25,000, payable partly in cash and partly in the Company’s common stock. The stock-based portion represents a fixed dollar amount settled in a variable number of shares determined based on the thirty-day volume-weighted average price preceding month-end. The shares are issued as restricted securities under Rule 144.risk

~~Consistent~~The ~~with~~Company cannot ~~the~~guarantee ~~Company’s~~that ~~policy~~the ~~for fixed~~current ~~value~~exchange ~~equity~~rate ~~awards~~will ~~under~~remain ~~ASC~~steady; ~~718~~therefore, ~~the~~there ~~stock-based portion~~ is ~~accounted~~a ~~for~~possibility asthat athe ~~liability-classified~~Company ~~award.~~could ~~Compensation~~post ~~expense~~the issame ~~recognized~~amount asof ~~services~~profit ~~are~~for ~~rendered,~~two ~~with~~comparable aperiods ~~corresponding~~and ~~liability~~because ~~recorded~~of inthe ~~other~~fluctuating ~~payables~~exchange ~~and~~rate ~~accrued~~actually ~~liabilities.~~post ~~During~~higher ~~the six~~or ~~months~~lower ~~ended~~profit ~~December~~depending on ~~31,~~exchange ~~2025,~~rate ~~the~~of ~~Company~~RM ~~issued~~converted ~~2,918~~to ~~shares~~US$ inon ~~partial~~that ~~settlement of this obligation~~date. AsThe ofexchange ~~December~~rate ~~31,~~could ~~2025, $69,395~~fluctuate ~~remained~~depending ~~recorded~~on changes in ~~other~~political ~~payables~~ and ~~accrued~~economic environments ~~liabilities~~without notice.

~~For the three and six months ended December 31, 2025, the Company recognized~~Note ~~$787,227~~16 ~~and~~– $887,227 in stock-based compensation expense, respectively in general and administrative expense, respectively. For the three and six months ended December 31, 2024, the Company recognized $70,000 and $140,000 in stock-based compensation expense, respectively.Leases

~~Common~~As ~~stock~~of ~~issued~~March 31, ~~for~~2026 ~~prepaid~~and ~~consulting~~June 30, 2025, the Company has engaged in multiple offices leases which were classified as operating leases. The Company ~~fee~~occupies various offices under operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.

On October 21, 2025 and October 27, 2025, the Company entered into service agreements with WeShare Management Sdn. Bhd. (“WeShare”) and Astute All Advisory Ltd. (“Astute”), respectively, pursuant to which WeShare and Astute agreed to provide management consultancy, business strategy, and advisory services to the Company. The WeShare agreement has a two-year term beginning October 21, 2025, and the Astute agreement has a 24-month term beginning October 27, 2025. The service fees under each agreement consist of total consideration of $1,500,000, payable through the issuance of the Company’s lease ~~common~~agreements ~~stock.~~do Asnot ofcontain ~~December~~any ~~31,~~material ~~2025,~~residual ~~the Company had issued 83,334 and 88,236 shares to Astute and WeShare, respectively with an aggregate fair~~ value ofguarantees ~~$1,500,000~~or ~~for~~material ~~each~~restrictive ~~agreement~~covenants.

31The Company recognized lease expense on a straight-line basis over the lease term for operating lease.

~~TREASURE GLOBAL INC AND SUBSIDIARIES~~36

~~NOTES~~Operating TOlease ~~THE~~expense ~~UNAUDITED~~for ~~CONSOLIDATED~~the ~~FINANCIAL~~three ~~STATEMENTS~~and nine months ended March 31, 2026 were $28,195, and $42,097, respectively.

~~Note~~Operating ~~14 –~~lease ~~Income~~expense ~~taxes~~for the three and nine months ended March 31, 2025 were $0, and $18,550, respectively.

~~The~~Note ~~United~~17 ~~States~~– ~~and~~Segment ~~foreign components of income (loss) before income taxes were comprised of the following:~~information

	For the three months ended						For the six months ended
	December 31,						December 31,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Tax jurisdictions from:
- Local – United States	$	(2,646,349	)	$	(229,775	)	$	(3,363,830	)	$	(1,006,200	)
- Foreign – Malaysia		(363,514	)		6,883			(1,779,937	)		(156,008	)
Loss before income tax	$	(3,009,863	)	$	(222,892	)	$	(5,143,767	)	$	(1,162,208	)

The Company’s operating segments have been identified based on the way management organizes the business by the nature of services provided to customers and how the Chief Operating Decision Maker (“CODM”) manages the business and allocates resources. The CODM for the Company is its Chief Executive Officer. The Company has two reportable segments: (i) payment processing and e-commerce operation on its ZCITY platform, and (ii) customized software development service.

The accounting ~~provision~~policies ~~for~~applied ~~income~~to ~~taxes~~each ~~consisted~~segment are consistent with those described in the summary of significant accounting policies. The CODM evaluates the ~~following:~~performance of reportable segments and allocates resources primarily based on segment profit (loss). Segment profit (loss) represents segment revenue less directly attributable and allocated cost of revenue and operating expenses. Segment profit (loss) is the sole measure used by the CODM and is determined in a manner consistent with the measurement principles used in preparing the consolidated financial statements in accordance with ASC 280-10-50-28A. The CODM does not evaluate the performance of segments using asset information. As such, the Company does not allocate assets to its reportable segments. Intersegment sales and transfers are accounted for as if the transactions were made with third parties, using current market prices.

	For the three months ended				For the six months ended
	December 31,				December 31,
	2025		2024		2025		2024
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Tax jurisdictions from:
- Local – United States	$	100,000	$	9,440	$	100,000	$	20,831
- Foreign – Malaysia		-		-		-		-
Provision for income tax	$	100,000	$	9,440	$	100,000	$	20,831

The Company’s reportable segments represent strategic business units that offer different products and services and are managed separately due to their distinct operational and marketing requirements.

~~United~~The following ~~States~~tables ofsummarize ~~America~~the Company’s segment information for the three months ended March 31, 2026 and 2025 and for the nine months ended March 31, 2026 and 2025.

TGL was incorporated in the State of Delaware and is subject to the tax laws of the United States of America. As of December 31, 2025, the operations in the United States of America incurred $27,250,114 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income and can be used to offset up to 80% of taxable income for losses arising in tax years beginning after June 30, 2023. The deferred tax valuation allowance as of December 31, 2025 and June 30, 2025 were $5,722,524 and $3,270,173, respectively.

	For the Three Months Ended March 31, 2026 (Unaudited)
	ZCITY Platform			Customized Software development service		Total

Revenue from external customers	$	1,500,907		$	-	$	1,500,907

Less:
Cost of revenue		1,494,492			-		1,494,492
Advertising		34,705			-		34,705
Payment transaction fee		15,905			-		15,905
Other marketing expense		62			-		62
Salaries		202,518			-		202,518
Gain from disposal of subsidiaries		(1,006,730	)		-		(1,006,730	)
Provision for credit loss		1,406,333			-		1,406,333
Depreciation and amortization		25,746			-		25,746
Office expense		34,759			-		34,759
Research and development		78,892			-		78,892
Interest expense		84			-		84
Segment loss		(785,859	)		-		(785,859	)

Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							2,125,379
D&O insurance							12,104
Stock based compensation							251,196
Other corporate expenses							280,167
Gain from change in fair value of derivative liabilities							(1,183,478	)
Net loss before income taxes						$	(2,271,228	)

TGL also 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 offshore 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.37

For the three and six months ended December 31, 2025 and 2024, the Company’s foreign subsidiaries did not generate any income that is subject to Subpart F tax and GILTI tax.

	For the Three Months Ended March 31, 2025 (Unaudited)
	ZCITY Platform			Customized Software development service		Total

Revenue from external customers	$	63,915		$	602,606	$	666,521

Less:
Cost of revenue		46,346			133,892		180,238
Segment gross profit	$	17,569		$	468,714		486,283

Less:
Advertising		2,894			-		2,894
Payment transaction fee		2,575			-		2,575
Other marketing expense		2,496			-		2,496
Salaries		80,155			-		80,155
Depreciation and amortization		69,125			115,467		184,592
Office expense		1,774			2,964		4,738
Research and development		5,343			-		5,343
Unrealized holding loss on marketable securities		501,848			-		501,848
Interest expense		230			385		615
Segment (loss) income		(648,871	)		349,898		(298,973	)

Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							58,174
D&O insurance							11,329
Stock based compensation							70,000
Other corporate expenses							83,317
Change in fair value of derivative liabilities							(1,781,758	)
Net income before income taxes						$	1,259,965

~~Malaysia~~38

TADAA Technologies and TADAA Ventures are governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of December 31, 2025, the operations in the Malaysia incurred $24,299,608 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income. The deferred tax valuation allowance as of December 31, 2025 and June 30, 2025 were $5,831,906 and $5,404,721, respectively.

	For the Nine Months Ended March 31, 2026 (Unaudited)
	ZCITY Platform			Customized Software development service			Total

Revenue from external customers	$	2,764,426		$	-		$	2,764,426

Less:
Cost of revenue		2,755,818			-			2,755,818
Advertising		65,540			-			65,540
Payment transaction fee		29,943			-			29,943
Other marketing expense		734			-			734
Long-live assets impairment		3,044,877			-			3,044,877
Gain from disposal of subsidiaries		(1,006,730	)					(1,006,730	)
Provision for credit loss		2,735,181			699,560			3,434,741
Salaries		529,644			-			529,644
Depreciation and amortization		155,361			-			155,361
Office expense		79,786			-			79,786
Research and development		881,536			-			881,536
Interest expense		1,042			-			1,042
Segment loss		(6,508,306	)		(699,560	)		(7,207,866	)

Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees								3,458,037
D&O insurance								45,439
Stock based compensation								1,138,423
Other corporate expenses								965,448
Gain from change in fair value of derivative liabilities								(5,400,218	)
Net loss before income taxes							$	(7,414,995	)

3239

TREASURE GLOBAL INC AND SUBSIDIARIES

	For the Nine Months Ended March 31, 2025 (Unaudited)
	ZCITY Platform			Customized Software development service		Total

Revenue from external customers	$	573,184		$	602,606	$	1,175,790

Less:
Cost of revenue		159,492			133,892		293,384
Segment gross profit	$	413,692		$	468,714		882,406

Less:
Advertising		97,597			-		97,597
Payment transaction fee		16,347			-		16,347
Other marketing expense		11,437			-		11,437
Salaries		451,877			-		451,877
Depreciation and amortization		617,510			115,467		732,977
Office expense		41,662			2,964		44,626
Research and development		85,688			-		85,688
Unrealized holding loss on marketable securities		169,183			-		169,183
Interest expense		2,598			385		2,983
Segment loss		(1,080,207	)		349,898		(730,309	)

Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							547,748
D&O insurance							48,368
Stock based compensation							210,000
Other corporate expenses							147,575
Change in fair value of derivative liabilities							(1,781,758	)
Net loss before income taxes						$	97,757

~~NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~40

~~The~~Other ~~following~~Significant ~~table sets forth the significant components of the aggregate deferred tax assets of the Company as of~~Items:

	As of December 31, 2025			As of June 30, 2025
	For the nine months Ended March 31, 2026 (Unaudited)
	(Unaudited)
	ZCITY Platform			Customized Software development service			Total
Deferred tax assets:
Capital expenditure	$	1,044,862		$	-		$	1,044,862
Net operating loss carry forwards in U.S.	$	5,722,524		$	3,270,173
Net operating loss carry forwards in Malaysia		5,831,906			5,404,721
Allowance for credit losses		667,822			261,186
Long-live assets impairment		4,738,058			4,098,634
Change in fair value of derivative liabilities		(1,267,068	)		(381,553	)
Less: valuation allowance*		(15,693,242	)		(12,653,161	)
Deferred tax assets	$	-		$	-

* Change in valuation allowance was amounted to $3,040,081 and $272,437 for the six months ended December 31, 2025 and 2024, respectively.

	For the nine months Ended March 31, 2025 (Unaudited)
	ZCITY Platform		Customized Software development service		Total

Capital expenditure	$	4,547	$	-	$	4,547

~~Uncertain~~Note ~~tax~~18 – ~~positions~~Commitments and contingencies

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2025 and June 30, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the six months ended December 31, 2025 and 2024.Contingencies

~~Note 15 – Concentrations of risks~~Legal

~~(a)~~From ~~Major~~time to ~~customers~~time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements.

~~For~~Note ~~the~~19 ~~three~~– ~~months~~Subsequent ended December 31, 2025, no customer accounted for 10.0% or more of the Company’s total revenues. For the three months ended December 31, 2024, one customer accounted for approximately 74.9% of the Company’s total revenues. For the six months ended December 31, 2025, no customer accounted for approximately 10% or more of the Company’s total revenues. For the six months ended December 31, 2024, one customer accounted for approximately 44.4% of the Company’s total revenues.Events

AsIn ofconnection ~~December~~with ~~31,~~the ~~2025,~~settlement ~~two~~pursuant ~~customers~~to ~~accounted~~the ~~for~~Share ~~approximately 79.7%~~Purchase ~~and~~Agreement ~~11.9%~~(“SPA”) of(Note ~~the~~5) ~~total~~relating ~~balance~~to the disposal of ~~accounts~~TADAA Ventures ~~receivable~~and its subsidiary to a third party, ~~respectively. As~~on ofApril ~~June~~6, 302026, ~~2025~~700,000 ~~one~~ordinary ~~customer~~shares ~~accounted~~of ~~for~~Reveillon Group Limited, valued at approximately $1.4 92million, were transferred to an escrow agent pursuant to the agreed arrangements.3% As of the ~~total~~date ~~balance~~of issuance of ~~accounts~~these ~~receivable~~consolidated financial statements, ~~respectively~~the shares remain held in escrow and have not been transferred to the Company.

In connection with the settlement agreement with V Gallant Limited to terminate the service agreement (bNote 5), ~~Major~~on ~~vendors~~April 6, 2026, 1,300,000 ordinary shares of V Gallant Limited, valued at approximately $5.2 million, were transferred to an escrow agent pursuant to the agreed arrangements. As of the date of issuance of these consolidated financial statements, the shares remain held in escrow and have not been transferred to the Company.

~~For~~On April ~~the three months ended December 31~~23, ~~2025~~2026, ~~one~~ ~~vendors accounted for approximately 92.2% of~~ the Company’s ~~total~~obtained ~~purchases.~~full ~~For~~control ~~the~~of ~~three~~TAZTE ~~months~~pursuant ~~ended~~to ~~December~~the ~~31,~~Share ~~2024, two~~Sale ~~vendors~~Agreement ~~accounted~~(Note ~~for approximately 69.~~5 %) ~~and 25.5%~~entered ofinto ~~the~~on ~~Company’s~~January ~~total~~13, 2026, ~~purchases.~~as ~~For~~subsequently ~~the six months ended December 31~~amended, ~~2025,~~and ~~one~~TAZTE ~~vendor~~became ~~accounted~~a ~~for~~wholly ~~approximately~~owned ~~93.2%~~subsidiary of the Company’s ~~total~~effective ~~purchases.~~April ~~For the six months ended December 31~~23, ~~2024, two vendors accounted for approximately 53~~2026.~~1% and 43.1 of the Company’s total purchases.~~

As of December 31, 2025, one vendor accounted for approximately 83.9% of the total balance of accounts payable. As of June 30, 2025, three vendors accounted for approximately 46.7%, 20.9%, and 15.1% of the total balance of accounts payable.41

~~(c)~~ITEM ~~Credit~~2. ~~risk~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

~~Financial~~The ~~instruments~~following ~~that~~discussion ~~potentially~~and ~~subject~~analysis ~~the~~of ~~Company~~our toresults ~~significant~~of ~~concentrations~~operations ofand ~~credit~~financial ~~risk~~condition ~~consist~~should ~~primarily~~be ofread ~~cash.~~together Aswith ofour ~~December~~unaudited condensed ~~31,~~financial ~~2025~~statements and ~~June~~the ~~30,~~notes ~~2025~~thereto, ~~$5,450,843 and~~which ~~$236,657~~are ~~were~~included ~~deposited~~elsewhere ~~with~~in ~~financial~~this ~~institutions~~Report orand ~~fund~~our ~~received~~Annual ~~from~~Report ~~customer~~on ~~being held~~Form in10-K ~~third~~for ~~party~~the ~~platform’s~~year ended ~~fund~~June ~~account~~30, ~~$5,023,057~~2025 ~~and~~(the ~~$31,115~~“Annual ofReport”) ~~these~~filed ~~balances~~with ~~are~~the ~~not~~SEC. ~~covered~~Certain byinformation ~~deposit~~contained ~~insurance,~~in ~~respectively.~~the discussion and analysis ~~While~~set ~~management~~forth ~~believes~~below includes forward-looking statements that ~~these~~involve risks and uncertainties. Our financial ~~institutions~~statements ~~are~~have ofbeen ~~high~~prepared in ~~credit~~accordance ~~quality,~~with itaccounting ~~also~~principles ~~continually~~generally ~~monitors~~accepted ~~their~~in ~~credit~~the ~~worthiness~~United States of America (“U.S. GAAP”).

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable and other receivables. The Company believes the concentration of credit risk in its accounts receivable and other receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an provision for estimated credit losses based upon factors surrounding the credit risk of specific customers, historical trends and other information.Overview

Treasure Global Inc is a holding company incorporated on March 20, 2020, under the laws of the State of Delaware. TGL has no substantive operations other than holding all of the outstanding shares of TADAA Technologies Sdn. Bhd. (d“TADAA Technologies”), ~~Exchange~~(formerly ~~rate~~known as ~~risk~~ZCity Sdn Bhd and Gem Reward Sdn. Bhd, underwent a name change on July 31, 2025 and July 20, 2023, respectively) and TADAA Ventures Sdn. Bhd. (formerly known as VWXYZ Venture Sdn Bhd, underwent a name change on July 29, 2025). It was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

~~The~~Prior to ~~Company~~March ~~cannot~~11, ~~guarantee~~2021, ~~that~~TGL ~~the~~and ~~current~~TADAA ~~exchange~~Technologies ~~rate~~were ~~will~~separate ~~remain~~companies ~~steady;~~under ~~therefore,~~the ~~there~~common iscontrol aof ~~possibility~~Kok ~~that~~Pin ~~the~~“Darren,” ~~Company~~Tan ~~could~~which ~~post~~resulted ~~the~~from ~~same~~Mr. ~~amount~~Tan’s prior 100% ownership of ~~profit~~TGL ~~for~~and ~~two~~his ~~comparable~~prior ~~periods~~100% voting and ~~because~~investment ofcontrol ~~the~~over ~~fluctuating~~TADAA ~~exchange~~Technologies ~~rate~~pursuant to ~~actually~~the ~~post~~Beneficial ~~higher~~Shareholding orAgreements. ~~lower profit~~For ~~depending~~a onmore ~~exchange~~detailed ~~rate~~description of RMthe ~~converted~~Beneficial toShareholding ~~US$~~Agreements onand ~~that date~~Mr. ~~The~~Tan’s common ~~exchange~~control ~~rate~~over ~~could~~TGL ~~fluctuate~~and ~~depending~~TADAA onTechnologies ~~changes~~see inPart ~~political and~~I, ~~economic~~Item ~~environments~~1. ~~without~~“Business ~~notice~~– Corporate Structure.”

33On March 11, 2021, TGL and TADAA Technologies were reorganized into a parent subsidiary structure pursuant to the Share Swap Agreement in which TGL exchanged the swap shares for all of the issued and outstanding equity of TADAA Technologies. Pursuant to the Share Swap Agreement, the purchase and sale of the swap shares was completed on March 11, 2021, but the issuance of the swap shares did not occur until October 27, 2021 when TGL amended its certificate of incorporation to increase the number of its authorized common stock to a number that was sufficient to issue the swap shares. As a result of the Share Swap Agreement, (i) TADAA Technologies became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had any control over the TADAA Technologies ordinary shares and (ii) Kok Pin “Darren” Tan the Initial TADAA Technologies Stockholders and Chong Chan “Sam” Teo owned 100% of the shares of TGL common stock (Kok Pin “Darren” Tan owning approximately 97%). Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities and currently owns less than 5% of our common stock.

~~TREASURE GLOBAL~~- ~~INC~~TADAA ~~AND~~Technologies ~~SUBSIDIARIES~~Operation

~~NOTES~~We have TOcreated ~~THE~~an ~~UNAUDITED~~innovative ~~CONSOLIDATED~~online-to-offline ~~FINANCIAL~~e-commerce ~~STATEMENTS~~platform business model offering consumers and merchants instant rebates and affiliate cashback programs, while providing a seamless e-payment solution with rebates in both e-commerce (i.e., online) and physical retailers/merchant (i.e., offline) settings.

~~Note~~Our proprietary 16product –is ~~Leases~~an application branded “ZCITY App,” which was developed through TADAA Technologies. The ZCITY App was successfully launched in Malaysia on June 2020. TADAA Technologies is equipped with the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App, thereby growing its reach and user base.

AsThrough ofsimplifying ~~December~~a 31user’s e-payment gateway experience, ~~2025~~as ~~and~~well ~~June~~as 30by providing great deals, ~~2025~~rewards and promotions with every use, we aim to make the ~~Company~~ZCITY ~~has~~App ~~engaged~~Malaysia’s top reward and loyalty platform. Our 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 ~~multiple~~Southeast ~~offices~~Asia ~~leases~~and ~~which~~Japan. ~~were~~As ~~classified~~of asNovember 10, ~~operating~~2025, ~~leases~~we had 2,708,782 registered users and 2,027 registered merchants.

The Company occupies various offices under operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.42

~~The~~Southeast ~~Company’s~~Asia ~~lease~~(“SEA”) consumers ~~agreements~~have doaccess ~~not~~to ~~contain~~a ~~any~~plethora ~~material~~of ~~residual~~smart ~~value~~ordering, ~~guarantees~~delivery orand ~~material~~“loyalty” ~~restrictive~~websites ~~covenants~~and apps, but in our experience, SEA consumers very rarely receive personalized deals based on their purchases and behavior.

The ZCITY ~~Company~~App ~~recognized~~targets ~~lease~~consumer ~~expense~~through the provision of personalized deals based on aconsumers’ ~~straight-line~~purchase ~~basis~~history, ~~over~~location and preferences. Our technology platform allows us to identify the ~~lease~~spending ~~term~~trends of our customers (the when, where, why, and how much). We are able to offer these personalized deals through the application of our proprietary artificial intelligence (or “AI”) technology that scours the available database to identify and create opportunities to extrapolate the greatest value from the data, analyze consumer behavior and roll out attractive rewards-based campaigns for ~~operating~~targeted ~~lease~~audiences. We believe this AI technology is currently a unique market differentiator for the ZCITY App.

~~Operating~~We operate ~~lease~~our ~~expense~~ZCITY ~~for~~App on the ~~three~~hashtag: ~~and~~“#RewardsOnRewards.” We ~~six~~believe ~~months~~this ~~ended~~branding ~~December~~demonstrates ~~31,~~to ~~2025~~users ~~were~~the ~~$13,902,~~ability ~~and~~to ~~$27,575,~~spend ZCITY ~~respectively.~~App-based ~~Lease~~Reward ~~expense~~Points ~~for~~(or ~~the~~“RP”) ~~three~~ and ~~six~~“ZCITY ~~months~~Cash ~~ended~~Vouchers” ~~December~~with ~~31,~~discount ~~2024~~benefits ~~were~~at $9checkout. Additionally,~~362,~~ users ~~and~~can ~~$18,579,~~earn ~~respectively~~rewards from selected e-Wallet or other payment methods.

AsZCITY App ofusers ~~December~~do ~~31,~~not ~~2025~~require ~~and~~any ~~June~~on-going ~~30,~~credit ~~2025,~~top-up ~~the~~or ~~weighted-average~~need ~~lease~~to ~~term~~provide isbank ~~1.8~~card ~~and~~number 2with their binding obligations.3 ~~years~~We ~~for~~have ~~the~~partnered with ~~remaining~~Malaysia’s ~~leases~~leading payment gateway, ~~respectively~~iPay88, for secure and convenient transactions. Users can use our secure platform and ~~Weighted~~enjoy cashless shopping experiences with rebates when they shop with e-~~average~~commerce ~~discounted~~and ~~rated~~retail ~~related~~merchants tothrough ~~leases~~trusted ~~were~~and ~~6.0%~~leading e-wallet providers such as ofTouch’n ~~December~~Go 31eWallet, ~~2025~~Boost eWallet, GrabPay eWallet and ~~June~~credit ~~30,~~card/online ~~2025,~~banking ~~respectively~~like the “FPX” (the Malaysian Financial Process Exchange) as well as more traditional providers such as Visa and Mastercard.

~~The Company’s~~- ~~lease~~Customized ~~agreements~~Software dodevelopment not contain any material residual value guarantees or material restrictive covenants. The Company’s lease liabilities under the remaining operating leases as of December 31, 2025 for the next five years is as follows:service

	December 31, 2025
2026	$	55,333
2027		49,829
Total undiscounted lease payments	$	105,162
Less imputed interest		(6,000	)
Total lease liabilities	$	99,162

During the year ended June 30, 2025, the Company initiated a new revenue stream in the ordinary course of business by offering customized software development services, primarily targeting enterprise clients. As of January 2025, we have entered into a new service partnership with Reveillon Group Limited to design, develop, and implement a comprehensive digital system. This initiative involves the creation of integrated modules focused on improving administrative processes, data analysis, and user engagement. The system is being built with scalability, customization, and long-term performance in mind, ensuring it meets evolving business needs. This collaboration underscores our ongoing commitment to delivering robust and adaptable digital solutions across various industries. The project is scheduled for completion within 12 months of the agreement’s start date.

~~Note~~Recent ~~17 – Segment information~~Development

The Company’s operating segments have been identified based on the way management organizes the business by the nature of services provided to customers and how the Chief Operating Decision Maker (“CODM”) manages the business and allocates resources. The CODM for the Company is its Chief Executive Officer. The Company has two reportable segments: (i) payment processing and e-~~commerce~~ ~~operation on~~Corporate ~~its ZCITY platform, and (ii) customized software development service.~~Development

34On 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 nine months ended March 31, 2026.

~~TREASURE GLOBAL~~- ~~INC~~Reverse ~~AND~~Stock ~~SUBSIDIARIES~~Splits

~~NOTES~~On April TO7, ~~THE~~2025, ~~UNAUDITED~~we ~~CONSOLIDATED~~effected ~~FINANCIAL~~a ~~STATEMENTS~~1:50 reverse stock split of its shares of common stock (“April 2025 Reverse Split”).

~~The~~On December ~~accounting~~5, ~~policies~~2025, ~~applied~~we tofurther ~~each~~effected ~~segment~~a ~~are~~1:20 ~~consistent~~reverse ~~with~~stock ~~those~~split ~~described~~of inits ~~the~~shares ~~summary~~ of ~~significant~~common ~~accounting~~stock ~~policies.~~(“December ~~The Company~~2025 ~~evaluates~~Reverse ~~segment performance based on profit or loss from operations before income taxes~~Split”). ~~Intersegment sales and transfers are accounted for as if the transactions were made with third parties, using current market prices.~~

~~The~~We believed ~~following~~it ~~tables~~is ~~summarize~~appropriate to reflect the ~~Company’s~~above ~~segment~~transactions ~~information~~on ~~for~~a ~~the~~retroactive ~~three~~basis ~~months~~similar ~~ended~~to ~~December~~those ~~31,~~after ~~2025~~a stock split or dividend pursuant to ASC 260. All shares and ~~2024~~per share amounts used herein Item 2. Management’s Discussion and ~~for~~Analysis ~~the~~of Financial Condition and ~~six~~Results ~~months~~of ~~ended~~Operations ~~December~~have ~~31,~~been retroactively stated to reflect the effect of the April 2025 Reverse Split and ~~2024~~December 2025 Reverse Split.

	For the Three Months Ended December 31, 2025 (Unaudited)
	ZCITY Platform			Customized Software development service		Total
Revenue from external customers	$	1,080,992		$	-	$	1,080,992
Less:
Cost of revenue		1,080,085			-		1,080,085
Segment gross profit	$	907		$	-		907
Less:
Advertising		12,850			-		12,850
Payment transaction fee		11,548			-		11,548
Other marketing expense		275			-		275
Salaries		193,076			-		193,076
Long-live assets impairment		3,044,877			-		3,044,877
Provision for credit loss		1,328,848			699,560		2,028,408
Depreciation and amortization		96,241			-		96,241
Office expense		10,399			-		10,399
Research and development		24,671			-		24,671
Interest expense		282			-		282
Segment loss		(4,722,160	)		-		(5,421,720	)
Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							1,229,052
D&O insurance							16,668
Stock based compensation							787,227
Other corporate expenses							188,109
Gain from change in fair value of derivative liabilities							(4,632,913	)
Net loss before income taxes						$	(3,009,863	)

Financing Development

35On 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 March 31, 2026, 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.

~~TREASURE~~On October ~~GLOBAL~~10, ~~INC~~2024, ~~AND~~we ~~SUBSIDIARIES~~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 March 31, 2026, 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.

~~NOTES~~On October TO7, ~~THE~~2025, ~~UNAUDITED~~we ~~CONSOLIDATED~~entered ~~FINANCIAL~~into ~~STATEMENTS~~a subscription agreement (the “Agreement”) with two investors for the purchase of 17,242 shares of our common stock for aggregate cash consideration of $400,000.

	For the Three Months Ended December 31, 2024 (Unaudited)
	ZCITY Platform			Customized Software development service		Total
Revenue from external customers	$	301,898		$	-	$	301,898
					-
Less:					-
Cost of revenue		77,947			-		77,947
Segment gross profit		223,951			-		223,951
Less:
Advertising		-			-		-
Payment transaction fee		3,517			-		3,517
Other marketing expense		36,153			-		36,153
Salaries		103,716			-		103,716
Depreciation and amortization		215,213			-		215,213
Office expense		18,032			-		18,032
Research and development		33,136			-		33,136
Unrealized holding gain on marketable securities		(460,172	)		-		(460,172	)
Interest expense		857			-		857
Segment loss	$	(273,499	)	$	-		(273,499	)
Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							331,842
D&O insurance							18,520
Stock based compensation							70,000
Other corporate expenses							76,029
Net loss before income taxes						$	(222,892	)

On December 12, 2025, we closed a registered direct offering with certain institutional investors for the purchase and sale of 250,000 shares of its common stock, resulting in net proceeds of $2,160,000, after deducting offering-related costs of $340,000.

36- Business Development

~~TREASURE~~Since July ~~GLOBAL~~2024, ~~INC~~we ~~AND~~formalized ~~SUBSIDIARIES~~agreements to develop and implement a Smart Campus System at ELMU University in Nilai, Malaysia. Leveraging our expertise in infrastructure management, we worked with ELMU University to deploy an automated smart campus system that will enhance resource management across the campus, with a strong focus on optimizing electricity usage through integrated software and hardware solutions. During fiscal 2025, following further discussions on program priorities and timing, the parties concluded the engagement. We have ceased work and demobilized. No further performance obligation remains under this engagement.

~~NOTES~~Since September TO2024, ~~THE~~we ~~UNAUDITED~~have ~~CONSOLIDATED~~been ~~FINANCIAL~~driving ~~STATEMENTS~~the development of credit services within the ZCity App through a strategic partnership with Credilab Sdn Bhd (“CLSB”). We are in the midst of facilitating the integration of CLSB’s credit services platform into the ZCity App and developing the customer base for these services. Through the partnership, we intend to collaborate on the creation of a digital wallet, AI-driven chatbot, and customer support systems. The collaboration is designed to drive user engagement and enhance the overall credit services offering within the ZCity App ecosystem. The partnership is scheduled to conclude on September 19, 2029, during which CLSB has also granted TGL a non-exclusive right to use its brand in marketing materials for five years.

	For the Six Months Ended December 31, 2025 (Unaudited)
	ZCITY Platform			Customized Software development service		Total
Revenue from external customers	$	1,263,519		$	-	$	1,263,519
Less:
Cost of revenue		1,261,326			-		1,261,326
Segment gross profit	$	2,193		$	-		2,193
Less:
Advertising		30,835			-		30,835
Payment transaction fee		14,038			-		14,038
Other marketing expense		26,497			-		26,497
Long-live assets impairment		3,044,877			-		3,044,877
Provision for credit loss		1,328,848			699,560		2,028,408
Salaries		327,126			-		327,126
Depreciation and amortization		129,615			-		129,615
Office expense		45,027			-		45,027
Research and development		802,644			-		802,644
Interest expense		958			-		958
Segment (loss) income		(5,722,477	)		-		(6,422,007	)
Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							1,332,658
D&O insurance							33,335
Stock based compensation							887,227
Other corporate expenses							685,281
Gain from change in fair value of derivative liabilities							(4,216,740	)
Net loss before income taxes						$	(5,143,767	)

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

3744

~~TREASURE~~In October ~~GLOBAL~~2024, ~~INC~~we ~~AND~~have ~~SUBSIDIARIES~~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.

~~NOTES~~On October TO29, ~~THE~~2024, ~~UNAUDITED~~we ~~CONSOLIDATED~~entered ~~FINANCIAL~~into ~~STATEMENTS~~a service agreement with V Gallant Sdn Bhd to provide generative AI solutions and AI digital human technology services. On March 24, 2025, we executed a supplemental letter expanding the scope of that agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure.

	For the Six Months Ended December 31, 2024 (Unaudited)
	ZCITY Platform			Customized Software development service		Total
Revenue from external customers	$	509,269		$	-	$	509,269
Less:
Cost of revenue		113,146			-		113,146
Segment gross profit		396,123			-		396,123
Less:
Advertising		66,536			-		66,536
Payment transaction fee		13,772			-		13,772
Other marketing expense		38,108			-		38,108
Salaries		371,722			-		371,722
Depreciation and amortization		548,385			-		548,385
Office expense		28,118			-		28,118
Research and development		80,345			-		80,345
Unrealized holding gain on marketable securities		(332,665	)		-		(332,665	)
Interest expense		2,368			-		2,368
Segment loss	$	(420,566	)	$	-		(420,566	)
Reconciliation of profit or loss
Less: Unallocated amounts
Professional fees							489,574
D&O insurance							37,039
Stock based compensation							140,000
Other corporate expenses							76,029
Net loss before income taxes						$	(1,162,208	)

On March 24, 2025, we executed a supplemental letter expanding the scope of that agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure. During fiscal 2025 we advanced software and AI infrastructure development.

~~Other~~On January 13, 2026, we entered into a share sale agreement (the “Share Sale Agreement”) for the proposed acquisition of Tazte ~~Significant~~Technology ~~Items:~~Sdn. Bhd. (“Tazte”). On January 28, 2026, we entered into a loan agreement with Tazte pursuant to which we agreed to provide funding support to Tazte for its operational needs, working capital, and development of the Tazte application, with interest accruing at a rate of 5% per annum. On February 3, 2026, the parties entered into a supplemental agreement to amend certain terms of the loan agreement, including revising the loan to be interest-free during the acquisition period. On March 2, 2026, the parties entered into a supplemental agreement to amend certain terms of the Share Sale Agreement, including arrangements for us to continue providing funding support to Tazte prior to the completion of the acquisition for the operational needs, working capital, and development of the Tazte application. On March 11, 2026, we entered into a Software Enhancement Agreement on behalf of Tazte with Apexcode Innovations Sdn. Bhd. to provide technology development and enhancement services for the Tazte Apps platform for a total contract consideration of RM11,700,000. In connection therewith, we advanced approximately $1,521,245 to Tazte to fund the software development services under the agreement, including payments made on behalf of Tazte to the software developer pursuant to related financing arrangements. As of March 31, 2026, and through the date of issuance of these unaudited condensed consolidated financial statements, the acquisition of Tazte had not been completed.

	For the Six Months Ended December 31, 2025 (Unaudited)
	ZCITY Platform		Customized Software development service		Total
Capital expenditure	$	428,365	$	-	$	428,365

Key Factors that Affect Operating Results

38We believe the key factors affecting our financial condition and results of operations include the following:

~~TREASURE~~Our ~~GLOBAL~~Ability ~~INC~~to ~~AND~~Create ~~SUBSIDIARIES~~Value for Our Users and Generate Revenue

~~NOTES~~Our ability TOto ~~THE~~create ~~UNAUDITED~~value ~~CONSOLIDATED~~for ~~FINANCIAL~~our ~~STATEMENTS~~users and generate our revenues from merchants is driven by the factors described below:

	For the Six Months Ended December 31, 2024 (Unaudited)
	ZCITY Platform		Customized Software development service		Total
Capital expenditure	$	2,746	$	-	$	2,746

Number and volume of transactions completed by our consumers.

AsConsumers are attracted to TADAA Technologies by the breadth of ~~December~~personalized ~~31,~~deals/rewards ~~2025,~~and the ~~Company’s~~interactive ~~total~~user ~~assets~~experience ~~were~~our ~~comprised~~platform offers. The number and volume of ~~$23,585,693 for~~transaction ~~ZCITY~~completed ~~Platform,~~by ~~$644,077 for~~our ~~Customized~~member ~~Software~~consumers ~~Development~~is affected by our ability to continue to enhance and expand our product and service offerings and improve the user experience.

AsEmpowering ofdata ~~June~~and ~~30, 2025, the Company’s total assets were comprised of $13,473,148 for ZCITY Platform, $1,400,000 for Customized Software Development~~technology.

~~Note~~Our ability ~~18 –~~to ~~Commitments~~engage our member consumers and ~~contingencies~~empower our merchants and their brands is affected by the breadth and depth of our data insights, such as the accuracy of our members’ shopping preferences, and our technology capabilities and infrastructure, and our continued ability to develop scalable services and upgrade our platform user experience to adapt to the quickly evolving industry trends and consumer preferences.

~~Contingencies~~Our Investment in User Base, Technology, People and Infrastructure

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

From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed consolidated financial statements.Inflation

~~Disposal~~Although Malaysia is experiencing a high inflation rate, we do not believe that inflation has had a material adverse effect on our business as March 31, 2026, but we will continue to monitor the effects of ~~Tadaa~~inflation ~~Ventures~~on our business in future periods.

On December 22, 2025, the Company entered into a Share Sale Agreement with an unrelated third party to sell 100% of the issued and outstanding ordinary shares of its indirect wholly owned subsidiary, Tadaa Ventures, together with its wholly owned subsidiary, Bowlcrafted. The purchase consideration consists entirely of ordinary shares of a third-party issuer with an agreed aggregate value of approximately $1.4 million, which are to be issued or transferred into escrow for the benefit of the Company upon satisfaction of the closing conditions. Completion of the transaction is subject to customary closing conditions, including receipt of required approvals, issuance or transfer of the consideration shares into escrow, accuracy of representations and warranties, and the absence of a material adverse change. As of the date of the issuance of these unaudited condensed consolidated financial statements, the transaction had not yet been completed, and certain terms of the consideration remain under discussion. The Company evaluated the criteria for classification as held for sale in accordance with ASC 360-10-45~~-9 and determined that such criteria were not met as of December 31, 2025.~~

~~Note~~Supply 19Chain ~~– Subsequent Events~~Disruptions

~~The~~Although there ~~Company~~have ~~evaluated~~been ~~all~~Russia’s ~~events~~February 2022 invasion of Ukraine and ~~transactions~~ the 2023 Middle East conflicts that ~~occurred~~may ~~after~~have ~~December~~affected ~~31,~~the ~~2025~~operations of upsome ~~through~~of ~~February~~our 23online and offline merchants, these disruptions have not had a material adverse effect on our business as of March 31, 2026, ~~the~~but ~~date~~we will continue to monitor the ~~Company~~effects ~~issued~~of ~~these~~above ~~unaudited~~mentioned ~~condensed~~disruptions ~~consolidated financial~~on ~~statements~~our business in future periods.

~~On January 28, 2026, the Company entered into~~Key anOperating At-The-Market Issuance Offering Agreement with Kingswood Capital Partners, LLC, pursuant to which the Company may offer and sell shares of its common stock from time to time under its effective Form S-3 registration statement. The Company intends to use any net proceeds from sales for general corporate purposes. The agreement may be terminated by either party in accordance with its terms.Metrics

39Our management regularly reviews a number of metrics to evaluate our business, measures our performance, identifies trends, formulates financial projections and makes strategic decisions. The main metrics we consider, and our results for last five quarters, are set forth in the table below:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

	For the Quarters Ended
	March 31,		June 30,		September 30,		December 31,		March 31,
	2025		2025		2025		2025		2026
Number of new registered user ⁽¹⁾		1,467		88		517		507		536
Number of active users ⁽²⁾		10,647		4,887		4,378		4,799		2,926
Number of new participating merchants		1,467		-		-		-		-

The following discussion and analysis of our results of operations and financial condition should be read together with our unaudited condensed financial statements and the notes thereto, which are included elsewhere in this Report and our Annual Report on Form 10-K for the year ended June 30, 2025 (~~the “Annual Report”~~1) ~~filed~~Registered ~~with~~are ~~the~~persons ~~SEC.~~who ~~Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our financial statements~~ have ~~been~~registered ~~prepared in~~on ~~accordance with accounting principles generally accepted in~~ the ~~United~~ZCITY ~~States of America (“U~~App.~~S. GAAP”).~~

~~Overview~~(2) Active users are users who have logged into the ZCITY App at least once.

Treasure Global Inc is a holding company incorporated on March 20, 2020, under the laws of the State of Delaware. TGL has no substantive operations other than holding all of the outstanding shares of TADAA Technologies Sdn. Bhd. (“TADAA Technologies”), (formerly known as ZCity Sdn Bhd and Gem Reward Sdn. Bhd, underwent a name change on July 31, 2025 and July 20, 2023, respectively) and TADAA Ventures Sdn. Bhd. (formerly known as VWXYZ Venture Sdn Bhd, underwent a name change on July 29, 2025). It was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

	As of		As of		As of		As of		As of
	March 31,		June 30,		September 30,		December 31,		March 31,
	2025		2025		2025		2025		2026
Accumulated registered users		2,707,965		2,708,053		2,708,570		2,709,077		2,709,613
Accumulated Participating merchants		2,027		2,027		2,027		2,027		2,027

~~Prior~~We have toexperienced ~~March~~a ~~11,~~decrease ~~2021,~~in ~~TGL~~growth ~~and~~rate ~~TADAA~~in ~~Technologies~~registered ~~were~~users, ~~separate~~and ~~companies~~a ~~under~~decline ~~the~~of ~~common~~active ~~control~~users ofover ~~Kok~~our ~~Pin~~last ~~“Darren,”~~five ~~Tan~~quarters ~~which resulted~~as ~~from~~of MrMarch 31, 2026. ~~Tan’s~~As ~~prior~~of ~~100%~~March ~~ownership~~31, of2026, ~~TGL~~we ~~and~~recorded ~~his~~2,709,613 ~~prior~~registered ~~100%~~users ~~voting~~ and ~~investment~~2,926 ~~control~~active ~~over~~users ~~TADAA~~on ~~Technologies pursuant to~~ the ~~Beneficial~~ZCITY ~~Shareholding Agreements~~platform. ~~For~~On aaverage, ~~more~~our ~~detailed~~registered user ~~description~~base ofhas ~~the~~grown ~~Beneficial~~by ~~Shareholding~~approximately ~~Agreements and Mr~~0.02% ~~Tan’s common~~over ~~control~~the ~~over~~past ~~TGL~~five ~~and~~quarters, ~~TADAA~~while ~~Technologies~~our ~~see~~active ~~Part~~user I,numbers ~~Item~~have 1.experienced ~~“Business~~an –average ~~Corporate~~decrease of ~~Structure~~29.”0%.

~~On March~~The ~~11, 2021, TGL and TADAA Technologies were reorganized into a parent subsidiary structure pursuant to the Share Swap Agreement in~~decline ~~which~~in ~~TGL~~growth ~~exchanged the swap shares for all~~ of ~~the~~registered ~~issued~~users and ~~outstanding~~active ~~equity~~users ofover ~~TADAA Technologies. Pursuant to~~ the ~~Share~~past ~~Swap~~five ~~Agreement~~quarters, ~~the~~ ~~purchase~~as ~~and sale~~ of ~~the swap shares was completed on~~ March 1131, ~~2021~~2026, ~~but~~is ~~the~~primarily ~~issuance~~attributed ofto ~~the~~reduced E-voucher ~~swap~~purchases ~~shares~~from ~~did~~our ~~not occur until October 27~~vendor, ~~2021~~resulting ~~when~~in ~~TGL~~fewer ~~amended~~E-vouchers ~~its~~available ~~certificate~~for ~~of incorporation to increase the number of its authorized common stock to a number that was sufficient to issue the swap shares~~sale. ~~As a result of the Share Swap Agreement~~Additionally, ~~(i)~~we’ve ~~TADAA~~implemented ~~Technologies became the 100% subsidiary of TGL~~reductions ~~and~~in ~~Kok~~marketing ~~Pin~~spending ~~“Darren” Tan no longer had any control over the TADAA Technologies ordinary shares~~ and ~~(ii)~~customer ~~Kok~~rewards ~~Pin~~to ~~“Darren” Tan~~enhance ~~the~~cost-effectiveness ~~Initial TADAA Technologies Stockholders~~ and ~~Chong~~operational ~~Chan “Sam” Teo owned 100% of the shares of TGL common stock (Kok Pin “Darren” Tan owning approximately 97%)~~profitability. ~~Subsequent to the date of the Share Swap Agreement~~Consequently, ~~Kok~~this ~~Pin~~has ~~“Darren”~~led to ~~Tan~~a ~~transferred~~decrease ~~9,529,002~~in ofnew ~~his~~user ~~10,000,000~~registrations ~~shares of TGL common stock to 16 individuals~~ and ~~entities~~lower ~~and~~retention ~~currently~~rates ~~owns~~among ~~less~~active ~~than~~users ~~5% of~~on our ~~common~~ZCITY ~~stock~~platform.

~~-TADAA~~We continuously ~~Technologies~~monitor ~~Operation~~the development and participation of active users as a proportion of its total registered user base to ensure the effectiveness of our marketing and feature implantation strategies. Accordingly, the proportion of total registered users that we consider active users at the end last five quarters as of March 31, 2026 is as follows:

We have 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 (i.e., online) and physical retailers/merchant (i.e., offline) settings.

Starting	Ending	Total registered users		Total active users		Total active users to total registered users
January 1, 2025	March 31, 2025		2,707,965		10,647		0.4	%
April 1, 2025	June 30, 2025		2,708,053		4,887		0.2	%
July 1, 2025	September 30, 2025		2,708,570		4,378		0.2	%
October 1, 2025	December 31, 2025		2,709,077		3,754		0.1	%
December 31, 2025	March 31, 2026		2,709,613		3,462		0.1	%

Our proprietary product is an application branded “ZCITY App,” which was developed through TADAA Technologies. The ZCITY App was successfully launched in Malaysia on June 2020. TADAA Technologies is equipped with the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App, thereby growing its reach and user base.46

~~Through~~We continuously ~~simplifying~~monitor athe ~~user’s~~development ~~e-payment~~of ~~gateway~~the ~~experience,~~churn asand ~~well~~retention asrates byof ~~providing~~the ~~great~~active ~~deals,~~user ~~rewards~~base. ~~and~~Active ~~promotions~~users ~~with~~churn ~~every~~rate ~~use, we~~is ~~aim to make~~ the ~~ZCITY~~percentage ~~App~~of ~~Malaysia’s~~customers who ~~top~~had ~~reward~~stop ~~and~~subscribing ~~loyalty~~in our platform. ~~Our~~while ~~longer-term~~retention ~~goal~~rate is ~~for~~ the ~~ZCITY~~percentage ~~App~~of ~~and~~customers ~~its~~who ~~ever-developing technology~~is toretained ~~become~~in ~~one~~our ofplatform. ~~the~~Accordingly, our ~~most~~churn ~~well-known~~and ~~commercialized~~retention ~~applications~~rates ~~more~~of ~~broadly~~the inactive ~~Southeast~~user ~~Asia~~base ~~and~~at ~~Japan.~~the Asend of ~~November 10,~~last ~~2025,~~five wequarters ~~had~~as ~~2,708,782~~of ~~registered~~March ~~users~~31, ~~and~~2026 ~~2,027~~is ~~registered~~as ~~merchants.~~follows:

Starting	Ending	Total active users		New active users (registered within the quarter)		Existing active users		Active users churn rate			Active users retention rate
January 1, 2025	March 31, 2025		10,647		1,467		9,180		57.8	%		42.2	%
April 1, 2025	June 30, 2025		4,887		88		4,799		54.9	%		45.1	%
July 1, 2025	September 30, 2025		4,378		517		3,861		21.0	%		79.0	%
October 1, 2025	December 31, 2025		3,754		507		3,247		25.8	%		74.2	%
December 31, 2025	March 31, 2026		3,462		536		2,926		22.1	%		77.9	%

~~Southeast~~The retention ~~Asia~~rate ~~(“SEA”) consumers have access to a plethora of smart ordering, delivery~~ and ~~“loyalty”~~churn ~~websites~~rate ~~and apps,~~for ~~but in~~ our ~~experience,~~active ~~SEA~~users ~~consumers~~are ~~very~~calculated ~~rarely~~as ~~receive personalized deals based on their purchases and behavior.~~follows:

~~The ZCITY~~Retention ~~App~~rate ~~targets consumer through the provision~~ of ~~personalized~~active ~~deals~~users based on consumers’ purchase history, location and preferences. Our technology platform allows us to identify the spending trends of our customers (the when, where, why, and how much). We are able to offer these personalized deals through the application of our proprietary artificial intelligence (or “AI”) technology that scours the available database to identify and create opportunities to extrapolate the greatest value from the data, analyze consumer behavior and roll out attractive rewards-based campaigns for ~~targeted~~any ~~audiences.~~quarter We= ~~believe~~Existing ~~this~~active AIusers ~~technology~~Total isactive ~~currently~~users ain ~~unique market differentiator for~~ the ~~ZCITY~~past ~~App.~~quarter

~~We operate~~Churn ~~our~~rate ~~ZCITY~~of ~~App~~active onusers ~~the~~for ~~hashtag:~~any ~~“#RewardsOnRewards.” We~~quarter ~~believe~~= ~~this~~Total ~~branding~~active ~~demonstrates to~~ users ~~the~~from ~~ability to~~past ~~spend~~quarter ~~ZCITY~~minus ~~App-based~~current ~~Reward~~quarter ~~Points~~existing ~~(or~~active ~~“RP”)~~users ~~and~~Total ~~“ZCITY~~active ~~Cash Vouchers” with discount benefits at checkout. Additionally,~~ users ~~can~~in ~~earn~~the ~~rewards~~past ~~from selected e-Wallet or other payment methods.~~quarter

~~ZCITY App users do not require any on-going credit top-up or need to provide bank card number with their binding obligations.~~ We have ~~partnered~~ ~~with~~used ~~Malaysia’s~~different ~~leading~~strategies ~~payment~~to ~~gateway,~~build ~~iPay88, for secure~~ and ~~convenient~~maintain ~~transactions. Users can use~~ our ~~secure~~users ~~platform~~ and ~~enjoy~~ ~~cashless~~increase ~~shopping~~their ~~experiences~~engagement. ~~with~~Initially, ~~rebates~~we ~~when~~focused ~~they~~on ~~shop~~mass ~~with~~marketing ~~e-commerce and retail merchants through trusted and leading e-wallet~~strategies ~~providers~~to ~~such~~attract asregistered ~~Touch’n~~users. ~~Go eWallet~~Subsequently, ~~Boost~~we ~~eWallet,~~have ~~GrabPay~~shifted ~~eWallet~~to ~~and~~a ~~credit~~more ~~card/online~~targeted ~~banking~~approach ~~like~~focused ~~the~~on ~~“FPX” (the~~increasing ~~Malaysian~~user ~~Financial~~engagement ~~Process Exchange) as well as more traditional providers such as Visa~~ and ~~Mastercard~~user spending.

~~-Customized~~Results ~~Software~~of ~~development service~~Operation

~~During~~For the ~~year~~three months ended ~~June~~March 3031, ~~2025,~~2026 the Company initiated a new revenue stream in the ordinary course of business by offering customized software development services, primarily targeting enterprise clients. As of January 2025, we have entered into a new service partnership with Reveillon Group Limited to design, develop, and implement a comprehensive digital system. This initiative involves the creation of integrated modules focused on improving administrative processes, data analysis, and user engagement. The system is being built with scalability, customization, and long-term performance in mind, ensuring it meets evolving business needs. This collaboration underscores our ongoing commitment to delivering robust and adaptable digital solutions across various industries. The project is scheduled for completion within 12 months of the agreement’s start date.2025

~~Recent Development~~Revenue

-Our breakdown ~~Corporate~~of ~~Development~~revenues by categories for the three months ended March 31, 2026 and 2025, respectively, is summarized below:

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.

	For the Three Months Ended March 31,										Change
	2026		%			2025		%			%
	(Unaudited)					(Unaudited)
Product and loyalty program revenue	$	1,492,796		99.5	%	$	28,594		4.3	%		5,120.7	%
Transaction revenue		8,111		0.5	%		35,321		5.3	%		(77.0	)%
Customized software development service		-		-	%		602,606		90.4	%		(100.0	)%
Total revenues	$	1,500,907		100.0	%	$	666,521		100.0	%		125.2	%

-Total revenues ~~Reverse~~increased ~~Stock~~by ~~Splits~~approximately $0.8 million, or 125.2%, to approximately $1.5 million for the three months ended March 31, 2026, from approximately $0.7 million for the same period in 2025, primarily attributable to an increase in product and loyalty program revenue, offset by a decrease in transaction revenue and the absence of customized software development service revenue for the three months ended March 31, 2026, compared to approximately $0.6 million recognized for the same period in 2025.

OnProduct ~~April~~and 7,loyalty ~~2025,~~program ~~we effected a 1:50 reverse stock split of its shares of common stock (“April 2025 Reverse Split”).~~revenue

OnProduct ~~December~~revenue 5was generated from sales of e-vouchers, ~~2025~~healthcare products, weand ~~further~~other ~~effected~~products athrough ~~1:20~~our ~~reverse~~ZCITY ~~stock~~platform, ~~split~~while loyalty program revenue was recognized upon redemption of ~~its~~previously ~~shares~~earned reward points or upon expiration of ~~common~~such ~~stock~~points. ~~(“December~~Product and loyalty program revenue increased by approximately $1.5 million, or 5,120.7%, to approximately $1.5 million for the three months ended March 31, 2026, from approximately $0.0 million for the same period in 2025. ~~Reverse~~The ~~Split”)~~increase was attributable to higher demand for our e-voucher products, resulting in a significant increase in sales volume.

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.47

41Transaction revenue

Transaction revenue primarily consists of fees charged to merchants for participating in our ZCITY platform upon successful sales and service transactions, as well as for payment services facilitated between merchants and their customers online. In addition, transaction revenue includes fees earned through our recent partnership with Credilab Sdn. Bhd. (“CLSB”), a third-party credit services provider. Under that ~~Financing~~agreement, ~~Development~~we refer our portfolio clients from TADAA Technologies Sdn. Bhd. (ZCITY’s operating subsidiary) to CLSB’s credit service platform; in return CLSB pays us a transaction fee for each successful transaction and agrees to share 50 % of the revenue derived from those portfolio clients.

OnOur transaction ~~March~~revenue ~~22,~~decreased ~~2024,~~by We77.0% ~~entered~~to ~~into~~approximately a$8,000 ~~marketing~~for ~~offering~~the ~~agreement~~three ~~(“Marketing~~months ~~Offering~~ended ~~Agreement”)~~March ~~with H.C. Wainwright& Co.~~31, ~~LLC~~2026, ~~(the~~compared ~~“Manager”). Pursuant~~ to ~~the~~approximately ~~Marketing Offering Agreement~~$35,000 wefor ~~intend to issue and sell through or to~~ the ~~Manager,~~ assame ~~sales~~period ~~agent~~in ~~and~~2025. /The ordecline ~~principal~~attributable ~~from~~to ~~time~~lower tousage ~~time~~by ofmerchants ~~the~~on our ~~common~~ZCITY ~~stock~~platform atand ~~the~~reduced ~~Market~~transaction ~~Offering.~~volume ~~As of December 31, 2025, the Company~~resulting ~~received an aggregated net proceed of approximately $2.9 million, net of broker fee~~ from ~~issuance~~fewer ofsuccessful ~~common~~referrals ~~stock which sell~~ through or toour ~~the~~partnership ~~Manager~~with CLSB..

OnCustomized ~~October~~software ~~10,~~development 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.services

OnDuring ~~October~~the 7fiscal year ended March 31, 2025, wethe ~~entered~~Company ~~into~~initiated a ~~subscription~~new ~~agreement~~revenue (stream by offering customized software development services, primarily targeting enterprise clients. In January 2025, the ~~“Agreement”)~~Company entered into a service partnership with ~~two~~Reveillon ~~investors~~Group ~~for~~Limited to ~~the~~design, ~~purchase~~develop, ofand implement a comprehensive digital system, including integrated modules to enhance administrative processes, data 17analysis,~~242~~ ~~shares~~and ofuser ~~our~~engagement. ~~common~~The ~~stock~~project ~~for~~is ~~aggregate~~designed ~~cash~~with ~~consideration~~scalability ofand ~~$400~~customization to support long-term performance and evolving business needs,~~000~~ and is expected to be completed within 12 months from the commencement date.

OnNo revenue ~~December~~from ~~12,~~customized ~~2025,~~software wedevelopment ~~closed~~services awas ~~registered~~recognized ~~direct offering with certain institutional investors~~ for the ~~purchase~~three ~~and~~months ~~sale~~ended ofMarch ~~250~~31,~~000~~ ~~shares of its common stock, resulting in net proceeds of $2,160,000, after deducting offering-related costs of $340,000~~2026.

~~-Business~~Cost ~~Development~~ of revenue

~~Since~~Our breakdown ~~July~~of ~~2024,~~cost weof ~~formalized~~revenue ~~agreements~~by tocategories ~~develop~~for ~~and~~the ~~implement~~three amonths ~~Smart~~ended ~~Campus~~March ~~System at ELMU University in Nilai~~31, ~~Malaysia. Leveraging our expertise in infrastructure management~~2026, we worked with ELMU University to deploy an automated smart campus system that will enhance resource management across the campus, with a strong focus on optimizing electricity usage through integrated software and ~~hardware solutions. During fiscal~~ 2025, ~~following further discussions on program priorities and timing~~respectively, ~~the~~is ~~parties~~summarized ~~concluded the engagement. We have ceased work and demobilized. No further performance obligation remains under this engagement.~~below:

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

	For the Three Months Ended March 31,				Change
	2026		2025		%
	(Unaudited)		(Unaudited)
Product and loyalty program revenue	$	1,494,492	$	46,346		3,124.6	%
Customized software development service		-		133,892		(100.0	)%
Total cost of revenue	$	1,494,492	$	180,238		729.2	%

~~Since~~Cost of ~~October~~revenue ~~2024,~~primarily weconsists ~~have~~of ~~been~~purchases ~~advancing~~of ~~our~~gift ~~user~~cards ~~engagement~~or ~~strategy by partnering with Octagram Investment Limited (~~“~~OCTA~~E-voucher”~~) to~~ ~~develop~~PIN ~~and~~codes, ~~integrate mini-game modules into the ZCity App. We have worked closely with OCTA to design~~ and ~~customize~~healthcare ~~these interactive modules~~products, ~~ensuring~~which ~~they~~are ~~align~~directly attributable ~~with~~to our ~~specifications~~product ~~for game mechanics, branding, and user experience~~revenue. ~~The~~Total ~~integration~~cost isof ~~optimized for~~revenue ~~cross-platform~~increased ~~compatibility~~by ~~and~~approximately ~~smooth~~$1.5 ~~performance~~million, ~~across~~or ~~devices~~729.2%, asfor ~~well~~the asthree ~~ensuring~~months ~~ongoing~~ended March ~~support and timely updates~~31, ~~maintaining the~~2026 ~~seamless~~compared ~~functionality~~to of the ~~mini-games~~same ~~with~~period ~~future~~in ~~ZCity App updates~~2025. WeThe ~~believe~~increase ~~that~~was ~~this~~mainly ~~initiative~~due isto ~~key~~increase toof ~~enhancing~~product ~~the~~and ~~app’s interactive~~loyalty ~~features~~program revenue and higher ~~driving~~product ~~user engagement~~cost.

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. 48

42Gross profit

~~On October~~Our ~~29, 2024, we entered into a service agreement with V Gallant Sdn Bhd to provide generative AI solutions and AI digital human~~gross ~~technology~~profit ~~services.~~from Onour ~~March~~major ~~24,~~revenue ~~2025,~~categories weis ~~executed~~summarized aas supplemental letter expanding the scope of that agreement to require V Gallant to provide and manage GPU servers, network infrastructure, cloud integration, security measures, AI tools, and user environments to support AI cloud infrastructure.follows:

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025			Change			Percentage Change
	(Unaudited)			(Unaudited)
Product and loyalty program revenue
Gross loss	$	(1,696	)	$	(17,752	)	$	16,056			90.4	%
Gross margin		(0.1	)%		(62.1	)%		(62.0	)%

Transaction revenue
Gross profit	$	8,111		$	35,321		$	(27,210	)		(77.0	)%
Gross margin		100.0	%		100.0	%		-	%

Customized software development service revenue
Gross (loss) profit	$	-		$	468,714		$	(468,714	)		100	%
Gross margin		-	%		77.8	%		(77.8	)

Total
Gross profit	$	6,415		$	486,283		$	(479,868	)		(98.7	)%
Gross margin		0.4	%		73.0	%		(72.5	)%

~~Key~~Our gross ~~Factors~~profit ~~that~~for ~~Affect~~the ~~Operating~~three ~~Results~~months ended March 31, 2026 was approximately $6,000, compared to approximately $0.5 million for the same period in 2025, representing a decrease of approximately $0.5 million, or 98.7%. Our gross margin decreased to approximately 0.4% for the three months ended March 31, 2026 from approximately 73.0% for the same period in 2025.

WeThe decrease ~~believe~~in gross profit and gross margin was primarily attributable to the ~~key~~absence ~~factors~~of ~~affecting~~customized ~~our~~software ~~financial~~development ~~condition~~service ~~and~~revenue, ~~results~~which contributed approximately $0.5 million of ~~operations~~gross ~~include~~profit in the ~~following:~~prior year period, as well as a decrease in gross profit from transaction revenue.

~~Our~~Operating ~~Ability to Create Value for Our Users and Generate Revenue~~expenses

Our operating ~~ability~~expenses toconsist ~~create~~of ~~value~~selling ~~for~~expenses, ~~our~~general ~~users~~ and ~~generate~~administrative ~~our~~expenses, ~~revenues~~research ~~from~~and ~~merchants~~development isexpenses ~~driven~~and bystock-based ~~the factors described below:~~compensation expenses.

~~Number~~Selling ~~and volume of transactions completed by our consumers.~~expenses

~~Consumers~~Selling ~~are~~expenses ~~attracted~~amounted to ~~TADAA~~approximately ~~Technologies~~$51,000 byand $8,000 for the ~~breadth~~three ofmonths ~~personalized~~ended ~~deals/rewards~~March 31, 2026 and ~~the~~2025, ~~interactive~~respectively, ~~user~~representing a ~~experience~~increase ~~our~~of ~~platform~~approximately ~~offers~~$42,000 or 536. 2%. The ~~number~~increase ~~and~~was ~~volume~~mainly attributable to increase of ~~transaction~~marketing ~~completed~~and bypromotion expense related to promoting our ~~member~~ZCITY ~~consumers~~platform. Marketing and promotion expense consists of redemptions of reward points which is ~~affected~~generated byfrom ~~our~~non-spending related ~~ability~~activities to(registration ~~continue~~as toa ~~enhance~~new user, referral of a new user and ~~expand~~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 March 31, 2026 ~~product~~and 2025, we incurred approximately $13,000 and ~~service~~$3,000, ~~offerings~~respectively, in marketing and ~~improve~~promotion expense, and recognized the ~~user~~same ~~experience~~amount of product revenue at the time of redemption of the non-spending related activities reward points by our customers.

~~Empowering~~General ~~data~~ and ~~technology.~~administrative expenses

~~Our ability~~General toand ~~engage~~administrative ~~our~~expenses ~~member~~amounted ~~consumers~~to ~~and~~approximately ~~empower~~$3.8 million ~~our~~and ~~merchants~~$0.5 ~~and~~million ~~their~~for ~~brands~~the isthree ~~affected~~months byended ~~the~~March ~~breadth~~31, 2026 and ~~depth~~2025, ofrespectively, ~~our~~representing ~~data~~an ~~insights,~~increase of approximately $3.2 ~~such~~million, asor ~~the~~722.2%. ~~accuracy~~The increase was primarily attributable to increased administrative expenses of ~~our~~approximately ~~members’~~$2.2 ~~shopping~~million, ~~preferences~~including salary expense, and ~~our~~professional ~~technology~~service ~~capabilities~~fees ~~and~~to ~~infrastructure~~support the Company’s operations, ~~and~~as ~~our~~well ~~continued ability~~as toan ~~develop~~approximately ~~scalable~~$1.4 ~~services~~million ~~and~~increase in ~~upgrade~~allowance ~~our~~for ~~platform~~credit ~~user~~losses ~~experience~~mainly related to ~~adapt~~an toincrease ~~the~~in ~~quickly~~estimated ~~evolving~~credit ~~industry~~losses ~~trends~~against ~~and~~certain ~~consumer preferences~~other receivables.

~~Our Investment in User Base, Technology, People and Infrastructure~~49

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

~~Inflation~~Research and development expense amounted to approximately $79,000 and $5,000 for the three months ended March 31, 2026 and 2025, respectively, representing 1,376.5% 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.”.

~~Although~~Stock-based ~~Malaysia~~compensation is experiencing a high inflation rate, we do not believe that inflation has had a material adverse effect on our business as December 31, 2025, but we will continue to monitor the effects of inflation on our business in future periods.expenses

~~Supply~~Stock-based compensation ~~Chain~~expenses ~~Disruptions~~amounted to approximately $0.3 million and $70,000 for the three months ended March 31, 2026, and 2025, respectively. The stock-based compensation incurred for the three months ended March 31, 2026 and 2025, was related to compensation paid to our executive officers and other employees as part of their compensation plan and third party for professional service.

~~Although~~Other ~~there have been Russia’s February 2022 invasion of Ukraine and the 2023 Middle East conflicts that may have affected the operations of some of our online and offline merchants~~income, these disruptions have not had a material adverse effect on our business as of December 31, 2025, but we will continue to monitor the effects of above mentioned disruptions on our business in future periods.net

43Other income, net, amounted to approximately $1.9 and $1.3 million for the three months ended March 31, 2026 and 2025, respectively. This change was primarily attributable to (i) a decrease in unrealized loss of approximately $0.5 million on marketable securities as the marketable securities were disposed during the year ended June 30, 2025, and (ii) an increase of gain from disposal of subsidiaries of approximately $1.0 million, offset by (a) an decrease in gain from the change in fair value of derivative liabilities of approximately $0.6 million from issuance of warrant in connection with the Share Purchase Agreement, and (b) approximately $0.3 million loss from disposal of equipment.

~~Key~~Provision ~~Operating~~for ~~Metrics~~income taxes

~~Our~~Provision ~~management~~for ~~regularly~~income ~~reviews~~taxes aamounted to ~~number~~approximately $50,000 and $0 for the three months ended March 31, 2026 and 2025. The amount was mainly attributable to tax imposed on us from the State of ~~metrics~~Delaware, as we are required to ~~evaluate~~remit ~~our~~franchise ~~business~~tax to the State of Delaware on an annual basis. We also were subject to controlled foreign corporations Subpart F income (“Subpart F”) tax, ~~measures~~which ~~our~~is ~~performance~~a tax primarily on passive income from controlled foreign corporations with a tax rate of 35%. In addition, ~~identifies~~the ~~trends~~Tax Cuts and Jobs Act imposed a global intangible low-taxed income (“GILTI”) tax, ~~formulates~~which ~~financial~~is a tax on certain off-shore earnings at an effective rate of ~~projections~~10.5% ~~and~~for ~~makes~~tax ~~strategic~~years ~~decisions~~(50% deduction of the current enacted tax rate of 21%) with a partial offset for 80% foreign tax credits. ~~The~~If ~~main~~the foreign ~~metrics~~tax werate ~~consider~~is 13.125% or higher, there will be no U.S. corporate tax after the 80% foreign tax credits are applied. For the three months ended March 31, 2026 and 2025, our ~~results~~foreign ~~for~~subsidiaries did ~~last~~not ~~five~~generate ~~quarters,~~any income that are ~~set~~subject ~~forth~~to inSubpart ~~the~~F tax and ~~table~~GILTI ~~below:~~tax.

	For the Quarters Ended
	December 31,		March 31,		June 30,		September 30,		December 31,
	2024		2025		2025		2025		2025
Number of new registered user (1)		2,016		1,467		88		517		507
Number of active users (2)		21,734		10,647		4,887		4,378		4,799
Number of new participating merchants		-		-		-		-		-

Net loss

(We generated net loss of approximately $2.3 million for the three months ended March 31, 2026 and net income of approximately $1).3 ~~Registered~~million ~~are~~for ~~persons~~the ~~who~~three ~~have~~months ~~registered~~ended onMarch 31, 2025, representing a change of approximately $3.4 million. The change was primarily attributable to the ~~ZCITY~~factors ~~App~~discussed above.

~~(2)~~For the ~~Active~~nine ~~users~~months ~~are~~ended ~~users~~March ~~who~~31, ~~have~~2026 ~~logged~~and ~~into the ZCITY App at least once.~~2025

	As of		As of		As of		As of		As of
	December 31,		March 31,		June 30,		September 30,		December 31,
	2024		2025		2025		2025		2025
Accumulated registered users		2,706,498		2,707,965		2,708,053		2,708,570		2,709,077
Accumulated Participating merchants		2,027		2,027		2,027		2,027		2,027

Revenue

~~We have~~Our ~~experienced a decrease in growth rate in registered users, and a decline~~ breakdown of ~~active~~revenues ~~users~~by ~~over~~categories ~~our~~for ~~last~~the ~~five~~nine ~~quarters~~months asended ofMarch ~~December~~ 31, ~~2025.~~2026 Asand ~~of December 31,~~ 2025, ~~we recorded 2~~respectively,~~709,077~~ ~~registered~~is ~~users~~summarized 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%. below:

The decline in growth of registered users and active users over the past five quarters, as of December 31, 2025, is primarily attributed to reduced E-voucher purchases from our vendor, resulting in fewer E-vouchers available for sale. Additionally, we’ve implemented reductions in marketing spending and customer rewards to enhance cost-effectiveness and operational profitability. Consequently, this has led to a decrease in new user registrations and lower retention rates among active users on our ZCITY platform.

	For the Nine months Ended March 31,										Change
	2026		%			2025		%			%
	(Unaudited)					(Unaudited)
Product and loyalty program revenue	$	2,752,732		99.6	%	$	378,598		32.2	%		627.1	%
Transaction revenue		11,694		0.4	%		106,879		9.1	%		(89.1	)%
Member subscription revenue		-		-	%		87,707		7.5	%		(100.0	)%
Customized software development service revenue		-		-	%		602,605		51.3	%		(100.0	)%
Total revenues	$	2,764,426		100.0	%	$	1,175,790		100.0	%		135.1	%

4450

WeTotal revenues ~~continuously~~increased ~~monitor~~by ~~the~~approximately ~~development~~$1.6 ~~and~~million, ~~participation~~or of135.1%, ~~active~~to ~~users~~approximately as$2.8 amillion ~~proportion~~for ofthe ~~its~~nine ~~total~~months ~~registered~~ended ~~user~~March ~~base~~31, to2026, ~~ensure~~from ~~the~~approximately ~~effectiveness~~$1.2 ofmillion ~~our~~for ~~marketing~~the ~~and~~same ~~feature~~period ~~implantation~~in ~~strategies~~2025. ~~Accordingly,~~The ~~the~~increase ~~proportion~~was ofattributable ~~total~~to ~~registered~~a ~~users~~increase ~~that~~in weproduct ~~consider active~~and ~~users~~loyalty atprogram ~~the~~revenue, ~~end~~offset by ~~last~~decreases ~~five~~in ~~quarters~~transaction asrevenue, ofmember ~~December~~subscription 31revenue, ~~2025~~and iscustomized assoftware ~~follows:~~development service revenue.

Starting	Ending	Total registered users		Total active users		Total active users to total registered users
October 1, 2024	December 31, 2024		2,706,498		21,734		0.8	%
January 1, 2025	March 31, 2025		2,707,965		10,647		0.4	%
April 1, 2025	June 30, 2025		2,708,053		4,887		0.2	%
July 1, 2025	September 30, 2025		2,708,570		4,378		0.2	%
October 1, 2025	December 31, 2025		2,709,077		3,754		0.1	%

Product and loyalty program revenue

WeProduct ~~continuously~~revenue ~~monitor~~was ~~the~~generated ~~development~~from sales of ~~the~~e-vouchers, ~~churn~~healthcare products, and ~~retention~~other ~~rates~~products ofthrough ~~the~~our ~~active~~ZCITY ~~user~~platform, ~~base.~~while ~~Active~~loyalty ~~users~~program revenue ~~churn~~was ~~rate~~recognized isupon ~~the~~redemption ~~percentage~~ of ~~customers~~previously ~~who~~earned ~~had~~reward ~~stop~~points ~~subscribing~~or inupon ~~our~~expiration ~~platform~~of ~~while~~such ~~retention~~points. ~~rate~~Product isand ~~the~~loyalty ~~percentage~~program revenue ofincreased ~~customers~~by ~~who~~approximately is$2.4 ~~retained~~million, inor ~~our platform~~627. ~~Accordingly~~1%, ~~our~~to ~~churn~~approximately ~~and~~$2.8 ~~retention~~million ~~rates~~for of the ~~active~~nine ~~user~~months ~~base~~ended atMarch 31, 2026, from approximately $0.4 million for the ~~end~~same ofperiod ~~last~~in ~~five~~2025. ~~quarters~~The asincrease ofwas ~~December~~primarily 31attributable to higher demand for our e-voucher products, resulting ~~2025~~in isincrease asin ~~follows:~~sales volume.

Starting	Ending	Total active users		New active users (registered within the quarter)		Existing active users		Active users churn rate			Active users retention rate
October 1, 2024	December 31, 2024		21,734		2,016		19,718		21.8	%		78.2	%
January 1, 2025	March 31, 2025		10,647		1,467		9,180		57.8	%		42.2	%
April 1, 2025	June 30, 2025		4,887		88		4,799		54.9	%		45.1	%
July 1, 2025	September 30, 2025		4,378		517		3,861		21.0	%		79.0	%
October 1, 2025	December 31, 2025		3,754		507		3,247		25.8	%		74.2	%

Transaction revenue

~~The~~Transaction ~~retention~~revenue ~~rate~~primarily ~~and~~consists ~~churn~~of ~~rate~~fees charged to merchants for participating in our ~~active~~ZCITY ~~users~~platform ~~are~~upon ~~calculated~~successful sales and service transactions, as ~~follows:~~well as for payment services facilitated between merchants and their customers online. In addition, transaction revenue includes fees earned through our recent partnership with Credilab Sdn. Bhd. (“CLSB”), a third-party credit services provider. Under that agreement, we refer our portfolio clients from TADAA Technologies Sdn. Bhd. (ZCITY’s operating subsidiary) to CLSB’s credit service platform; in return CLSB pays us a transaction fee for each successful transaction and agrees to share 50% of the revenue derived from those portfolio clients.

~~Retention~~Transaction ~~rate~~revenue ofdecreased ~~active~~by ~~users~~approximately $0.1 million, or 89.1%, to approximately $12,000 for ~~any~~the ~~quarter~~nine =months ~~Existing~~ended ~~active~~March ~~users~~31, ~~Total~~2026, ~~active~~compared ~~users~~to inapproximately $0.1 million for the ~~past~~same ~~quarter~~period in 2025. The decrease was attributable to lower usage by merchants on our ZCITY platform and reduced transaction volume resulting from fewer successful referrals through our partnership with CLSB.

~~Churn~~Member subscription ~~rate of active users for any quarter = Total active users from past quarter minus current quarter existing active users Total active users in the past quarter~~revenue

WeMember ~~have~~subscription ~~used~~revenue ~~different~~primarily ~~strategies~~consists of fees charged to ~~build~~customers ~~and~~who ~~maintain~~subscribe to Zmember, our ~~users~~membership ~~and~~program ~~increase~~offering ~~their~~exclusive savings, ~~engagement~~bonuses, and referral rewards. ~~Initially~~For the nine months ended March 31, we2026, ~~focused~~member onsubscription ~~mass~~revenue ~~marketing strategies~~decreased to ~~attract~~$0, ~~registered~~from ~~users~~approximately $0.1 ~~Subsequently,~~million wefor ~~have~~the ~~shifted~~same period in 2025. The decrease was primarily due to a ~~more~~slowdown ~~targeted~~in ~~approach~~acquiring ~~focused~~new oncustomers ~~increasing~~participating ~~user~~in ~~engagement~~the Zmember program. As of March 31, 2026 and ~~user~~June ~~spending~~30, 2025, we had 27,620 customers subscribed to our Zmember program.

~~Results~~Customized ofsoftware ~~Operation~~development services

~~For~~During the ~~three~~fiscal ~~months~~year ended ~~December~~March 31, 2025, the Company initiated a new revenue stream by offering customized software development services, primarily targeting enterprise clients. In January 2025, the Company entered into a service partnership with Reveillon Group Limited to design, develop, and ~~2024~~implement a comprehensive digital system, including integrated modules to enhance administrative processes, data analysis, and user engagement. The project is designed with scalability and customization to support long-term performance and evolving business needs, and is expected to be completed within 12 months from the commencement date.

~~Revenue~~No revenue from customized software development services was recognized for the nine months ended March 31, 2026.

~~Our breakdown of revenues by categories for the three months ended December 31, 2025 and 2024, respectively, is summarized below:~~51

	For the Three Months Ended December 31,										Change
	2025		%			2024		%			%
	(Unaudited)					(Unaudited)
Product and loyalty program revenue	$	1,078,417		99.8	%	$	268,259		88.9	%		302.0	%
Transaction revenue		2,575		0.2	%		28,478		9.4	%		(91.0	)%
Member subscription revenue		-		-	%		5,161		1.7	%		(100.0	)%
Total revenues	$	1,080,992		100.0	%	$	301,898		100	%		(258.1	)%

Cost of revenue

45Our breakdown of cost of revenue by categories for the nine months ended March 31, 2026, and 2025, respectively, is summarized below:

Total revenues increased by approximately $0.8 million or 258.1% to approximately $1.1 million for the three months ended December 31, 2025 from approximately $0.3 million for the three months ended December 31, 2024. The increase was mainly attributable to increase in revenue from product and loyalty program revenue, offset by decrease in transaction revenue and member subscription revenue offset by.

	For the Nine months Ended March 31,				Change
	2026		2025		%
	(Unaudited)		(Unaudited)
Product and loyalty program revenue	$	2,755,818	$	159,492		1,627.9	%
Customized software development service revenue		-		133,892		(100.0	)%
Total cost of revenue	$	2,755,818	$	293,384		839.3	%

~~Product~~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 $2.5 million, or 839.3%, to approximately $2.8 million for the nine months ended March 31, 2026, from approximately $0.3 million for the same period in 2025. The increase was primarily attributable to increase in product and loyalty program revenue, as well as higher product cost.

~~Product~~Gross 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.profit

~~Transaction~~Our gross profit from our major revenue categories is summarized as follows:

Transaction revenue primarily consists of fees charged to merchants for participating in our ZCITY platform upon successful sales and service transactions, as well as for payment services facilitated between merchants and their customers online. In addition, transaction revenue includes fees earned through our recent partnership with Credilab Sdn. Bhd. (“CLSB”), a third-party credit services provider. Under that agreement, we refer our portfolio clients from TADAA Technologies Sdn. Bhd. (ZCITY’s operating subsidiary) to CLSB’s credit service platform; in return CLSB pays us a transaction fee for each successful transaction and agrees to share 50 % of the revenue derived from those portfolio clients.

	For the Nine months Ended March 31, 2026			For the Nine months Ended March 31, 2025			Change			Percentage Change
	(Unaudited)			(Unaudited)
Product and loyalty program revenue
Gross profit	$	(3,086	)	$	219,106		$	(222,192	)		(101.4	)%
Gross margin		(0.1	)%		57.9	%		(58.0	)%

Transaction revenue
Gross profit	$	11,694		$	106,879		$	(95,185	)		(89.1	)%
Gross margin		100.0	%		100.0	%		-	%

Member subscription revenue
Gross profit	$	-		$	87,707		$	(87,707	)		(100.0	)%
Gross margin		-	%		100.0	%		(100.0	)%

Customized software development service revenue
Gross loss	$	-		$	468,714			(468,714	)		(100.0	)%
Gross loss margin		-	%		77.8	%		(77.8	)%

Total
Gross profit	$	8,608		$	882,406		$	(873,798	)		(99.0	)%
Gross margin		0.3	%		75.0	%		(74.7	)%

Our gross ~~transaction~~profit ~~revenue decreased by 91.0%, to approximately $3,000~~ for the ~~three~~nine months ended ~~December~~March 31, ~~2025~~2026 was approximately $9,000, compared to approximately $~~28,000~~0.9 million for the same period in ~~2024.~~2025, ~~This~~representing ~~decline~~a ~~was~~decrease ~~mainly~~of ~~due~~approximately to$0.9 ~~less~~million, ~~usage~~or ~~from~~99.0%. ~~merchants~~Our ongross ~~our~~margin ~~ZCITY~~decreased ~~platform~~to ~~and~~approximately ~~reduced~~0.3% ~~transaction~~for the nine ~~volume~~months ~~resulting~~ended March 31, 2026 from ~~fewer~~approximately ~~successful~~75.0% ~~referrals~~for ~~through~~the ~~our~~same ~~partnership~~period ~~with~~in ~~CLSB~~2025.

~~Member subscription revenue~~52

~~Member~~The ~~subscription~~decrease in ~~revenue~~gross ~~primarily~~profit ~~consists~~and ofgross ~~fees~~margin ~~charged~~was toprimarily ~~customers who~~attributable ~~sign~~to upthe ~~for~~absence ~~Zmember,~~of ~~our~~customized ~~membership~~software ~~program~~development ~~that~~service ~~offers~~revenue ~~exclusive savings, bonuses,~~ and ~~referral rewards. For the three months ended December 31, 2025,~~ member subscription revenue ~~decreased by 100.0% to $0~~, ~~from~~which contributed approximately $~~5,000 for the same period in 2024~~0.6 ~~The~~million ~~decrease was~~of ~~primarily~~gross ~~due~~profit ~~to we experienced slowdown~~ in ~~acquiring~~the ~~new~~prior ~~customers~~year ~~to participate in our Zmember program~~period. ~~As of December 31, 2025 and June 30, 2025, we had 27,620 customers who subscribed to our Zmember program.~~

~~Cost~~Operating ~~of revenue~~expenses

Our operating ~~breakdown~~expenses ofconsist ~~cost~~ of ~~revenue~~selling byexpenses, ~~categories~~general ~~for~~and ~~the~~administrative ~~three months ended December 31~~expenses, ~~2025,~~research and ~~2024,~~development ~~respectively,~~expenses isand ~~summarized~~stock-based ~~below:~~compensation expenses.

Filing Compare · TREASURE GLOBAL INC