Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-278171
Prospectus Supplement
(To Prospectus dated March 22, 2024)
PROSPECTUS SUPPLEMENT
Up to $1,000,000
Common Stock
This prospectus supplement relates to the issuance
and sale from time to time of up to $1,000,000 of our common stock, par value $0.00001 per share (the “Offered Shares”),
to Alumni Capital LP (“Alumni Capital”) pursuant to a purchase agreement (the “Purchase Agreement”)
between the Company and Alumni Capital, dated as of October 10, 2024 at a purchase price per share calculated by a formula set forth in
the Purchase Agreement. We have also issued to Alumni capital as a commitment fee, a three year common stock purchase warrant (the “Commitment
Warrant”) to purchase a number of shares of common stock that is determined by a formula that is described under “Alumni
Capital Purchase Agreement” at a per share exercise price equal to $5,000,000 divided by the number of outstanding shares of
common stock on the applicable date of exercise. Neither the Commitment Warrant nor the common stock underlying the Commitment Warrant
is covered by this prospectus supplement.
Alumni Capital is an underwriter within the meaning
of Section 2(a)(11) of the U.S. Securities Act of 1933, as amended (the “Securities Act”). The registration of the
Offered Shares hereunder does not mean that Alumni Capital will actually purchase or that the Company will actually issue and sell all
or any of the Offered Shares being registered pursuant to the registration statement related to this prospectus supplement.
You should read this prospectus supplement, the
base prospectus, and any additional prospectus supplement or amendment carefully before you invest in our securities.
Our common stock is listed on the Nasdaq Capital
Market (“Nasdaq”) under the symbols “TGL.” On October 11, 2024, the last reported sale price of our common
stock on Nasdaq was $0.8120 per share.
The aggregate market value of our
outstanding common stock held by non-affiliates is $12,231,403.80, based on 8,755,041 shares of outstanding common stock, of which
8,736,717 shares are held by non-affiliates, and a share price of $1.40 per share, which was the closing sale price of our common
stock as quoted on Nasdaq on October 2, 2024. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our
securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so
long as our public float remains below $75,000,000. As of the date of this prospectus, we have not offered any securities during the
past twelve months pursuant to General Instruction I.B.6 of Form S-3. You are urged to obtain current market quotations of our
common stock.
Investing in our securities involves a high
degree of risk. See “Risk Factors” section beginning on page S-9.
We are an “emerging growth company,”
as that term is defined under the federal securities laws and, as such, we have elected to comply with certain reduced public company
reporting requirements and may elect to do so in future filings.
Neither the SEC nor any state securities commission
has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation
to the contrary is a criminal offense.
The date of this prospectus supplement is October
14, 2024.
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
PROSPECTUS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus are part of a “shelf” registration statement on Form S-3 that we filed with the Securities and Exchange Commission,
or the SEC or Commission, on March 22, 2024. This document is in two parts. The first part is this prospectus supplement, which describes
the terms of this offering of our common stock and adds to and updates the information contained in the accompanying prospectus. The second
part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we
refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information
contained in this prospectus supplement and the information contained in the accompanying prospectus, you should rely on the information
in this prospectus supplement.
This prospectus supplement and the accompanying
prospectus relate to the offering of shares of our common stock. Before buying any of the shares of common stock offered hereby, we urge
you to read carefully this prospectus supplement and the accompanying prospectus, together with the information incorporated herein by
reference as described below under the heading “Incorporation of Certain Information by Reference.” This prospectus
supplement contains information about the common stock offered hereby and may add to, update or change information in the accompanying
prospectus.
You should rely only on the information contained
in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus. We have not, and the Alumni Capital
has not, authorized anyone to provide you with different or additional information.
We are not making offers to sell or solicitations
to buy our common stock in any jurisdiction in which an offer or solicitation is not authorized or in which the person making that offer
or solicitation is not qualified to do so or to anyone to whom it is unlawful to make an offer or solicitation. You should assume that
the information in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front of the respective
document and that any information that we have incorporated by reference is accurate only as of the date of the document incorporated
by reference, regardless of the time of delivery of this prospectus supplement or the accompanying prospectus or the time of any sale
of our common stock.
This prospectus supplement and the accompanying
prospectus contain summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual
documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the
documents referred to herein have been filed, will be filed or will be incorporated herein by reference as exhibits to the registration
statement, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More
Information.”
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made
solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties
to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties
or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied
on as accurately representing the current state of our affairs.
This prospectus supplement and the accompanying
prospectus contain and incorporate by reference market data and industry statistics and forecasts that are based on independent industry
publications and other publicly available information. Although we believe these sources are reliable, we do not guarantee the accuracy
or completeness of this information and we have not independently verified this information. Although we are not aware of any misstatements
regarding the market and industry data presented in this prospectus supplement, the accompanying prospectus or the documents incorporated
herein by reference, these estimates involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the headings “Risk Factors” in this prospectus supplement and the accompanying prospectus, and under
similar headings in the other documents that are incorporated herein by reference. Accordingly, investors should not place undue reliance
on this information.
References in this prospectus to the terms the
“Company,” “Treasure Global,” “TGL,” “we,” “our” and “us” or other
similar terms mean Treasure Global Inc and our subsidiaries, ZCity Sdn Bhd (formerly known as Gem Reward Sdn Bhd), unless we state otherwise
or the context indicates otherwise.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated
by reference herein contain forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E
of the Exchange Act. All statements other than statements of historical facts contained in this prospectus and the documents incorporated
by reference herein, including statements regarding our future results of operations and financial position, business strategy, research
and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned research and development for our products
and services, our ability to commercialize our products, the impact of the COVID-19 pandemic and global geopolitical events, such as the
ongoing conflict between Russia and Ukraine and the Middle East conflicts, on our business, the potential benefits of strategic agreements
and our intent to enter into any strategic arrangements, the timing and likelihood of success, plans and objectives of management for
future operations, and future results of anticipated product development efforts, are forward-looking statements. These statements involve
known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. This
prospectus and the documents incorporated by reference herein also contain estimates and other statistical data made by independent parties
and by us relating to market size and growth and other data about our industry. This data involves a number of assumptions and limitations,
and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions and estimates of our future performance
and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.
In some cases, you can identify forward-looking
statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,”
“plan,” “anticipate,” “intend,” “target,” “project,” “contemplates,”
“believes,” “estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar expressions. The forward-looking statements in this prospectus and the documents incorporated by reference
herein are only predictions. We have based these forward-looking statements largely on our current expectations and projections about
future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking
statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions, which we
discuss in greater detail in the documents incorporated by reference herein, including under the heading “Risk Factors”
and elsewhere in this prospectus. The events and circumstances reflected in our forward-looking statements may not be achieved or occur
and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving
environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk
factors and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements.
Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus
or the documents incorporated by reference herein, whether as a result of any new information, future events, changed circumstances or
otherwise. For all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in
the Private Securities Litigation Reform Act of 1995.
MARKET, INDUSTRY AND OTHER DATA
This prospectus and any applicable prospectus
supplement and the documents incorporated by reference herein and therein contain estimates, projections, market research and other information
concerning, among other things, our industry, our business and markets for our products and services. Unless otherwise expressly stated,
we obtain this information from reports, research surveys, studies and similar data prepared by market research firms and other third
parties, industry, medical and general publications, government data and similar sources as well as from our own internal estimates and
research and from publications, research, surveys and studies conducted by third parties on our behalf. Information that is based on estimates,
projections, market research or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ
materially from events and circumstances that are reflected in this information. As a result, you are cautioned not to give undue weight
to such information.
TRADEMARKS
Solely for convenience, our trademarks and tradenames
referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate in any
way that we will not assert, to the fullest extent under applicable law, our rights to these trademarks and tradenames. All other trademarks,
service marks and trade names included or incorporated by reference into this prospectus or the accompanying prospectus are the property
of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to
imply relationships with, or endorsements or sponsorship of us by, these other companies.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information
about us and this offering and does not contain all of the information that you should consider in making your investment decision. You
should carefully read this entire prospectus supplement and the accompanying prospectus, including the risks and uncertainties discussed
under the heading “Risk Factors” beginning on page S-9 of this prospectus supplement, and the information incorporated by
reference in this prospectus supplement and the accompanying prospectus, including our financial statements, before making an investment
decision. If you invest in our securities, you are assuming a high degree of risk.
Our Mission
Our mission is to bring together the worlds of
online e-commerce and offline physical retailers; widening consumer choice and rewarding loyalty, while sustaining and enhancing our earning
potential.
Our Company
We have created an innovative online-to-offline
(“O2O”) e-commerce platform business model offering consumers and merchants instant rebates and affiliate cashback programs,
while providing a seamless e-payment solution with rebates in both e-commerce (i.e., online) and physical retailers/merchant (i.e., offline)
settings.
Our proprietary product is an internet application
(or “App”) branded “ZCITY App,” which was developed through our wholly owned subsidiary, ZCity Sdn. Bhd. (formerly
known as Gem Reward Sdn. Bhd, name change effected on July 20, 2023) (“ZCITY”). The ZCITY App was successfully launched in
Malaysia in June 2020. ZCITY 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.
Through simplifying a user’s e-payment gateway
experience, as well as by providing great deals, rewards and promotions with every use, we aim to make the ZCITY App Malaysia’s
top reward and payment gateway 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 Southeast Asia and Japan.
As of March 19, 2024, we had 2,695,549 registered
users and 2,026 registered merchants.
Our Consumer Business
Consumers in Southeast Asia (“SEA”)
have access to a plethora of smart ordering, delivery and “loyalty” websites and apps, but in our experience, SEA consumers
very rarely receive personalized deals based on their purchases and behavior.
The ZCITY App targets consumers through the provision
of personalized deals based on consumers’ purchase history, location and preferences. Our technology platform allows us to identify
the spending trends of our customers (the when, where, why, and how much). We are able to offer these personalized deals through the application
of our proprietary artificial intelligence (“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
audiences. We believe this AI technology is currently a unique market differentiator for the ZCITY App.
We operate our ZCITY App on the hashtag: “#RewardsOnRewards.”
We believe this branding demonstrates to users the ability to spend ZCITY App-based Reward Points (or “RP”) and “ZCITY
Cash Vouchers” with discount benefits at checkout. Additionally, users can use RP while they earn rewards from selected e-Wallet
or other payment methods.
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 Malaysia’s leading payment gateway,
iPay88, for secure and convenient transactions. Users can use our secure platform and enjoy cashless shopping experiences with rebates
when they shop with e-commerce and retail merchants through trusted and leading e-wallet providers such as Touch’n Go eWallet, Boost
eWallet, GrabPay eWallet and credit card/online banking like the “FPX” (the Malaysian Financial Process Exchange) as well
as more traditional providers such as Visa and Mastercard.
Our ZCITY App also provides the following functions:
| 1. | Registration and Account
verification |
Users may register as a ZCITY App user
simply, using their mobile device. They can then verify their ZCITY App account by submitting a valid email address to receive new user
“ZCITY Newbie Rewards.”
| 2. | Geo-location-based Homepage |
Based on the users’ location,
nearby merchants and exclusive offers are selected and directed to them on their homepage for a smooth, user-friendly interaction.
Our ZCITY App is affiliated with more
than five local services providers such as Shopee and Lazada. The ZCITY App allows users to enjoy more rewards when they navigate from
the ZCITY App to a partner’s website.
| 4. | Bill Payment & Prepaid
service |
Users can access and pay utility bills,
such as water, phone, internet and TV bills, while generating instant discounts and rewards points with each payment.
Users can purchase their preferred e-Vouchers
with instant discounts and rewards points with each checkout.
| 6. | User Engagement through
Gamification |
Users can earn daily rewards by playing
our ZCITY App minigame “Spin & Win” where they can earn further ZCITY RP, ZCITY e-Vouchers as well as monthly grand prizes.
ZCITY has collaborated with the Ministry
of Domestic Trade and Cost of Living (KPDN) for the launch of the ‘Payung Rahmah’ program (“ZCITY RAHMAH Package”).
This program offers a comprehensive package of living essential e-vouchers on the ZCITY app for items such as petrol, food, and bills.
ZCITY users will be able to purchase vouchers for these items at reduced prices, thereby assisting low-income Malaysians and helping to
address this societal challenge.
ZCITY App offers a “Smart
F&B” system that provides a one stop solution and digitalization transformation for all registered Food “F&B”
outlets located in Malaysia. It also allows merchants to easily record transactions with QR Digital Payment technology, set discounts
and execute RP redemptions and rewards online on the ZCITY App.
Since December 2022, we have been developing TAZTE.
However, due to insufficient participation from merchant clients, management has decided to discontinue the program as of June 2024.
Zstore is ZCITY App’s e-mall service
that offers group-buys and instant rebate to users with embedded AI and big data analytics to provide an express shopping experience.
The functionality and benefit of users to use the Zstore can be summarized within the chart below, which
also illustrates some of our key partnerships by category:
Reward Points. Operating under the hashtag
#RewardsOnRewards, we believe the ZCITY App reward points program encourages users to sign
up on the App, as well as increasing user engagement and spending on purchases/repeat purchases and engenders user loyalty.
Furthermore, we believe the simplicity of the
steps to obtaining Reward Points (or “RP”) is an attractive incentive to user participation in that participants receive:
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200 RP for registration as a new user; |
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100 RP for referral of a new user; |
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Conversion of Malaysian ringgit spent into RP; |
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50% RP of every user paid amount; and |
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25% RP of every referred user paid amount as a result of the referral. |
The key objectives of our RP are:
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RP are offered to users for increased social engagement. |
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RP incentivizes users with every MYR spent in order to increase the spending potential and to build users loyalty. |
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Drives loyalty and greater customer engagement. Every new user onboarded will get 200 RP as welcoming gift. |
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Rewards users with RP when they refer a new user. |
Offline Merchant
When using our ZCITY App to make payment to a
registered physical merchant, the system will automatically calculate the amount of RP to deduct. The deducted RP amount is based on the
percentage of profit sharing as with the merchant and the available RP of the user.
Online Merchant
When using our ZCITY App to pay utility bills
or purchase any e-vouchers, our system shows the maximum RP deduction allowed and the user determines the amount of discount deducted
subject to maximum deductions described below and the number of RP owned by such user.
Different features have different maximum deduction
amounts. For example, for bill payments, the maximum deduction is up to 3% of the bill amount. For e-vouchers, the maximum deduction is
up to 5% of the voucher amount.
In order to increase the spending power of the
user, our ZCITY App RP program will credit RP to the user for all MYR paid.
Revenue Model
ZCITY’s revenues are generated from a diversified
mix of:
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e-commerce activities for users; |
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services to merchants to help them grow their businesses; and |
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membership subscription fees. |
The revenue streams consist of “Consumer
Facing” revenues and “Merchant Facing” revenues.
The revenue streams can be further categorized
as following: (1) product and loyalty program revenue, (2) transaction revenue, and (3) agent subscription revenue. Please see “Management’s
Discussion and Analysis ̶ Revenue Recognition.”
Recent Development
On April 8, 2024, we and MYUP Solution Sdn Bhd
(the “Seller”), a company that is in the business of, among other things, technology services, entered into a Software Purchase
Agreement (the “Agreement”), in which the Seller agreed to sell to the Company a certain software application in exchange
for USD$495,500 worth of common stock, par value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93 per share.
The Agreement may be terminated if the we or the Seller materially breaches any of its obligations or undertakings as set forth in the
Agreement or if either the Company or the Seller is subject to any form of insolvency administration, ceases to conduct its business or
has a liquidator appointed over any part of its assets. The Agreement contains customary representations and warranties.
On May 5, 2024, we entered into a digital marketing
agreement (“Marketing Agreement”) with TraDigital Marketing Group. Pursuant to the Marketing Agreement, the consultant shall
provide digital marketing service to us and we will compensate the consultant with a cash consideration of $120,000. We issued 20,000
shares of the common stock on May 5, 2024 pursuant to the Marketing Agreement.
On May 24, 2024, we, Jeffrey Goh Sim Ik (the “Purchaser”)
and Koo Siew Leng (the “Guarantor”) entered into a Share Sale and Purchase Agreement (the “Agreement”), in which
the Company agreed to sell all of the capital shares it owns in Foodlink Global Sdn Bhd, a company incorporated under the laws of Malaysia
(“Foodlink”), which represents all of the issued and outstanding capital shares of Foodlink, to the Purchaser, in exchange
for a total of approximately USD$148,500, of which shall be payable by the Purchaser to the Company as follows: (i) an initial deposit
payable on May 24, 2024; and (ii) the balance of the purchase price payable in eight installment payments starting from May 24, 2024.
The total sale price is equivalent to the Company’s initial total capital investment in Foodlink and as such, the Company is recovering
100% of its initial investment in Foodlink. In the event that the Purchaser fails to perform its obligations under the Agreement, the
Guarantor agreed to guarantee the installment payments payable pursuant to the terms of the Agreement. The Agreement contains customary
representations and warranties and covenants made by each of the Purchaser and the Company as of the date of the Agreement or other specified
dates.
On May 27, 2024, we and Falcon Gateway Sdn Bhd
(the “Seller”), a company that is in the business of, among other things, technology services, entered into a Software Purchase
Agreement (the “Agreement”), in which the Seller agreed to sell to the Company a certain software application in exchange
for USD$495,500 worth of common stock, par value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93 per share (the
“TGL Shares”). The Agreement may be terminated if the Company or the Seller materially breaches any of its obligations or
undertakings as set forth in the Agreement or if either the Company or the Seller is subject to any form of insolvency administration,
ceases to conduct its business or has a liquidator appointed over any part of its assets. The Agreement contains customary representations
and warranties.
On June 13, 2024, Chong Chan “Sam”
Teo resigned as the Chief Executive Officer and a member of the Company’s Board of Directors (“Board”), which was immediately
effective. On June 13, 2024, the Board appointed Carlson Thow as Chief Executive Officer of the Company effective as of June 13, 2024.
On June 14, 2024, Michael Chan Meng Chun resigned
as Chief Financial Officer, which was immediately effective. On June 14, 2024, the Board of Directors of the Company (the “Board”)
appointed Sook Lee Chin as Chief Financial Officer of the Company effective as of June 14, 2024.
On June 21, 2024, Su Chen “Chanell”
Chuah resigned as Chief Operating Officer, effective as of July 21, 2024. On June 21, 2024, the Board appointed Chai Ching “Henry”
Loong as Chief Operating Officer of the Company effective as of June 21, 2024.
On June 30, 2024, Yi Hui Ho’s resigned as
executive director of the Company.
On July 4, 2024, the Board appointed Carlson Thow
as an executive director and Kok Pin “Darren” Tan as a non-executive director of the Company, effective as of July 5, 2024.
On August 30, 2024, Joseph “Bobby”
Banks and Jeremy Roberts resigned as members of the Board.
On August 29, 2024 and September 3, 2024 respectively,
the Board appointed (i) Wei Ping Leong as a member of the Board of Directors of the Company (“Board”), as Chairman of the
Audit Committee of the Board (“Audit Committee”), a member of the Nominating and Corporate Governance Committee of the Board
(“Nominating and Corporate Governance Committee”) and a member of the Compensation Committee of the Board (“Compensation
Committee”), effective as of August 29, 2024, and (ii) Anand Ramakrishnan as a member of the Board, a member of the Audit Committee,
a member of the Nominating and Corporate Governance Committee and Chairman of the Compensation Committee, effective as of September 3,
2024.
On September 5, 2024, the Board appointed Wai
Kuan Chan as a member of the Board as Chairman of the Compensation Committee of the Board, a member of the Nominating and Corporate Governance
Committee of the Board and a member of the Audit Committee of the Board, effective as of September 6, 2024. On September 6, 2024, the
Company accepted the resignations of Marco Baccanello as a member of the Board effective as of September 6, 2024 and Chai Ching “Henry”
Loong as the Chief Operating Officer of the Company effective as of September 6, 2024.
On September 20, 2024, we entered into a partnership
agreement (the “Agreement”) with Credilab Sdn. Bhd. (“CLSB”). Pursuant to the Agreement, the Company and CLSB
will establish a strategic partnership aimed at leveraging their respective core competencies, resources and market expertise to drive
mutual benefit and growth upon the terms and conditions set forth in the Agreement.
On September 20, 2024, Mr. Anand Ramakrishnan,
an independent director of the Board resigned from the Board.
On March 22, 2024, Treasure Global Inc (the “Company”)
entered into an At the Market Offering Agreement, or the Sales Agreement, with H.C. Wainwright & Co., LLC (“Wainwright”
or the “Sales Agent”) relating to for the offer and sell shares of our common stock having an aggregate offering price of
up to $2,990,900 from time to time through the Sales Agent, acting as sales agent or principal. On September 25, 2024, Wainwright notified
the Company that pursuant to Section 8(b) of the Sales Agreement, Wainwright terminated the Sales Agreement, and the transaction contemplated
thereby, effective immediately. No reasons for the termination were provided to the Company by the Sales Agent.
[ Octagram Partnership
On October 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 ]
Corporate Information
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 ZCity Sdn Bhd (formerly known as Gem Reward Sdn Bhd), which was established under the laws of the Malaysia on June 6, 2017,
through a reverse recapitalization.
Prior to March 11, 2021, TGL and ZCITY were separate
companies under the common control of Kok Pin “Darren” Tan, which resulted from Mr. Tan’s prior 100% ownership of TGL
and his prior 100% voting and investment control over ZCITY pursuant to the Beneficial Shareholding Agreements. For a more detailed description
of the Beneficial Shareholding Agreements and Mr. Tan’s common control over TGL and ZCITY see Part I, Item 1. “Business
– Corporate Structure.”
On March 11, 2021, TGL and ZCITY were 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 ZCITY. Pursuant to the Share Swap Agreement, the purchase and sale of the swap shares was completed on March 11,
2021, but the issuance of the swap shares did not occur until October 27, 2021 when TGL amended its certificate of incorporation to 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) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had any control over the ZCITY ordinary shares
and (ii) Kok Pin “Darren,” the Initial ZCITY 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 136,129 of his 142,858 shares of TGL common stock (post-split) to 16 individuals and entities
and currently owns less than 5% of our common stock.
Executive Offices
Our principal executive offices are located at
276 5th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong,
47100 Puchong, Selangor, Malaysia. Our main telephone number is +6012 643 7688. Our corporate website address is https://treasureglobal.co.
Our ZCITY website address is https://zcity.io. The information included on our websites is not part of this prospectus. All the
websites are active. We do not incorporate the information on, or accessible through, our websites into this prospectus, and you should
not consider any information on, or accessible through, our websites as part of this prospectus.
Implications of Being an Emerging Growth Company
We are an “emerging growth company,”
as defined in the Jobs Act. We will remain an emerging growth company until the earlier of (i) the last day of the fiscal year following
the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement under the Securities
Act; (ii) the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; (iii) the date on which
we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to
be a large accelerated filer under applicable SEC rules. We expect that we will remain an emerging growth company for the foreseeable
future, but cannot retain our emerging growth company status indefinitely and will no longer qualify as an emerging growth company on
or before the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to
an effective registration statement under the Securities Act. For so long as we remain an emerging growth company, we are permitted and
intend to rely on exemptions from specified disclosure requirements that are applicable to other public companies that are not emerging
growth companies.
These exemptions include:
| ● | being permitted to provide
only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly
reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; |
| ● | not being required to comply
with the requirement of auditor attestation of our internal controls over financial reporting; |
| ● | not being required to comply
with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or
a supplement to the auditor’s report providing additional information about the audit and the financial statements; |
| ● | reduced disclosure obligations
regarding executive compensation; and |
| ● | not being required to hold
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. |
We have taken advantage of certain reduced reporting
requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from
other public companies in which you hold stock.
An emerging growth company can take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
This allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply
to private companies. We have irrevocably elected to avail ourselves of this extended transition period and, as a result, we will not
be required to adopt new or revised accounting standards on the dates on which adoption of such standards is required for other public
reporting companies.
We are also a “smaller reporting company”
as defined in Rule 12b-2 of the Exchange Act, and have elected to take advantage of certain of the scaled disclosure available for smaller
reporting companies.
THE OFFERING
Common stock offered by us pursuant to this prospectus supplement |
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Shares of our common stock having an aggregate offering price of up to $1,000,000. |
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Common stock to be outstanding after this offering |
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20,104,589 shares of common stock, which includes 11,349,548 Offered Shares, assuming issuance of all of the Purchase Shares under the Purchase Agreement at a price of $0.7714 per common stock (the “Assumed Offering Price”), which is 95% of the last reported sale price of our common stock on Nasdaq on October 11, 2024. The actual number of Purchase Shares sold and issued will vary as the sales prices under this offering depend on a variety of factors. See “Alumni Capital Purchase Agreement”. |
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Use of Proceeds |
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We intend to use the net proceeds from this offering for general corporate purposes and working capital. See “Use of Proceeds” on page S-29 of this prospectus supplement. |
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Risk Factors |
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An investment in our common stock involves a high degree of risk. See the information contained in or incorporated by reference under “Risk Factors” on page S-9 of this prospectus supplement and under similar headings in the other documents that are incorporated by reference herein, as well as the other information included in or incorporated by reference in this prospectus supplement and the accompanying prospectus. |
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The Nasdaq Capital Market symbol |
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TGL |
Outstanding Shares
The number of shares of our common stock to
be outstanding after this offering is based on 8,755,041 shares of our common stock outstanding as of October 15, 2024. Unless
specifically stated otherwise, the information in this prospectus supplement is as of October 15, 2024 and excludes:
| ● | 1,429 shares of our common
stock issuable upon the exercise of warrants at an exercise price of $350 per share issued to the underwriter in our initial public offering
that closed on August 15, 2022. |
RISK FACTORS
Investing in our common stock involves a high
degree of risk. Before investing in our common stock, you should carefully consider the risks described below, together with all of the
other information contained in this prospectus supplement and the accompanying prospectus and incorporated by reference herein and therein,
including from our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form
8-K, as well as any amendments or update to our risk factors thereto reflected in subsequent filings with the SEC. Some of these factors
relate principally to our business and the industry in which we operate. Other factors relate principally to your investment in our securities.
The risks and uncertainties described therein and below are not the only risks facing us. Additional risks and uncertainties not presently
known to us or that we currently deem immaterial may also materially and adversely affect our business and operations.
If any of the matters included in the following
risks were to occur, our business, financial condition, results of operations, cash flows or prospects could be materially and adversely
affected. In such case, you may lose all or part of your investment.
Risks Related to Our
Business
There is substantial doubt about our ability
to continue as a going concern. We have incurred substantial operating losses since our inception. For the year ended June 30,
2024, we had approximately $200,013 cash on hand, an accumulated deficit of approximately $38.0 million at June 30, 2024, a net loss of
approximately $6.59 million for the year ended June 30, 2024, and approximately $4.7 million net cash used by operating activities for
the year ended June 30, 2024. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates
the realization of assets and satisfaction of liabilities in the normal course of business. We anticipate incurring additional losses
until such time, if ever, that we will be able to effectively market our products.
Also, we will seek to obtain additional capital
through the sale of debt or equity financing or other arrangements to fund operations; however, there can be no assurance that we will
be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing stockholders and
newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock. Issued debt securities
may contain covenants and limit our ability to pay dividends or make other distributions to stockholders. If we are unable to obtain such
additional financing, future operations would need to be scaled back or discontinued. Due to these factors, management believes that there
is substantial doubt in our ability to continue as a going concern for twelve months from the issuance of these consolidated financial
statements.
If we have insufficient capital to operate our
business under our current business plan, we have contingency plans for our business that include, among other things, the delay of the
introduction of new products and a reduction in headcount which is expected to substantially reduce revenue growth and delay our profitability.
There can be no assurance that our implementation of these contingency plans will not have a material adverse effect on our business.
We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase
the risk that we will not be successful.
We have a limited operating history on which to
base an evaluation of our business and prospects. We are subject to all the risks inherent in a small company seeking to develop, market
and distribute new services, particularly companies in evolving markets such as the internet, technology and payment systems. The likelihood
of our success must be considered, in light of the problems, expenses, difficulties, complications and delays frequently encountered in
connection with the development, introduction, marketing and distribution of new products and services in a competitive environment.
Such risks for us include, but are not limited
to, dependence on the success and acceptance of our services, the ability to attract and retain a suitable client base and the management
of growth. To address these risks, we must, among other things, generate increased demand, attract a sufficient clientele base, respond
to competitive developments, increase the “ZCITY” brand names’ visibility, successfully introduce new services, attract,
retain and motivate qualified personnel and upgrade and enhance our technologies to accommodate expanded service offerings. In view of
the rapidly evolving nature of our business and our limited operating history, we believe that period-to-period comparisons of our operating
results are not necessarily meaningful and should not be relied upon as an indication of future performance.
We are therefore subject to many of the risks
common to early-stage enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and
other resources and lack of revenues.
If we fail to raise capital when needed
it will have a material adverse effect on our business, financial condition and results of operations.
We have limited revenue-producing operations and
will require the proceeds from our recently concluded offering to execute our full business plan. We believe the proceeds from our November
2023 offering plus other transactions will be sufficient to cover our funding needs through the middle of the second calendar quarter
of 2024. Further, no assurance can be given if additional capital is needed as to how much additional capital will be required or
that additional financing can be obtained, or if obtainable, that the terms will be satisfactory to us, or that such financing would not
result in a substantial dilution of shareholder interest. A failure to raise capital when needed would have a material adverse effect
on our business, financial condition and results of operations. In addition, debt and other equity financing may involve a pledge of assets
and may be senior to interests of equity holders. Any debt financing secured in the future could involve restrictive covenants relating
to capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional
capital or to pursue business opportunities, including potential acquisitions. If adequate funds are not obtained, we may be required
to reduce, curtail or discontinue operations.
None of our material contracts are long
term and if not renewed could have a material adverse effect on our business.
We have entered into material contracts with a
number of companies that directly or indirectly provide the goods and services that appear on our ZCITY App. The majority of these contracts
can be terminated by any party with 30 days’ notice. The contract with iPay88 (the “iPay88 Agreement”), which provides
the payment gateway for many of the brands that can be accessed through the ZCITY App, has no termination clause which means that iPay88
could terminate the iPay88 Agreement without any notice. If one or more of these contracts were not renewed or were terminated and
we were not able to enter into agreements with others that could replace these services, the ZCITY App could lose material features and
in turn we could find it harder to maintain and grow our user base, which would have a material adverse effect on our business. For a
description of these material contracts See “Business—About ZCITY App.”
We rely on email, internet search engines
and application marketplaces to drive traffic to our ZCITY App, certain providers of which offer products and services that compete directly
with our products. If links to our applications and website are not displayed prominently, traffic to our ZCITY App could decline and
our business would be adversely affected.
Email continues to be a verification source of
organic traffic for us. If email providers or internet service providers implement new or more restrictive email or content delivery or
accessibility policies, including with respect to net neutrality, it may become more difficult to deliver emails to our users or for user
verification process. For example, certain email providers, including Google, categorize our emails as “promotional,” and
these emails are directed to an alternate, and less readily accessible, section of a users’ inbox. If email providers materially
limit or halt the delivery of our emails, or if we fail to deliver emails to users in a manner compatible with email providers’
email handling or authentication technologies, our ability to contact users through email could be significantly restricted. In addition,
if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted, unsolicited emails, marketing
campaigns and business updates could be substantially harmed.
We rely heavily on Internet search engines, such
as Google, to drive traffic to our ZCITY App through their unpaid search results and on application marketplaces to drive downloads of
our applications. Although search results and application marketplaces have allowed us to attract a large audience with low organic traffic
acquisition costs to date, if they fail to drive sufficient traffic to our ZCITY App, we may need to increase our marketing spend to acquire
additional traffic. We cannot assure you that the value we ultimately derive from any such additional traffic would exceed the cost of
acquisition, and any increase in marketing expense may in turn harm our operating results.
The amount of traffic we attract from search engines
is due in large part to how and where information from and links to our website are displayed on search engine result pages. The display,
including rankings, of unpaid search results can be affected by a number of factors, many of which are not in our direct control, and
may change frequently. Search engines have made changes in the past to their ranking algorithms, methodologies and design layouts that
may have reduced the prominence of links to our ZCITY App and negatively impacted our traffic, and we expect they will continue to make
such changes from time to time in the future. Similarly, marketplace operators may make changes to their marketplaces that make access
to our products more difficult. For example, our applications may receive unfavorable treatment compared to the promotion and placement
of competing applications, such as the order in which they appear within marketplaces.
We may not know how or otherwise be in a position
to influence search results or our treatment in application marketplaces. With respect to search results in particular, even when search
engines announce the details of their methodologies, their parameters may change from time to time, be poorly defined or be inconsistently
interpreted. For example, Google previously announced that the rankings of sites showing certain types of app install interstitials could
be penalized on its mobile search results pages. While we believe the type of interstitial we currently use is not being penalized, we
cannot guarantee that Google will not unexpectedly penalize our app install interstitials, causing links to our mobile website to be featured
less prominently in Google’s mobile search results and harming traffic to our ZCITY App as a result.
In some instances, search engine companies and
application marketplaces may change their displays or rankings in order to promote their own competing products or services or the products
or services of one or more of our competitors. For example, Google has integrated its local product offering with certain of its products,
including search and maps. The resulting promotion of Google’s own competing products in its web search results has negatively impacted
the search ranking of our website. Because Google in particular is the most significant source of traffic to our website, accounting for
a substantial portion of the visits to our website, our success depends on our ability to maintain a prominent presence in search results
for queries regarding local businesses on Google. As a result, Google’s promotion of its own competing products, or similar actions
by Google in the future that have the effect of reducing our prominence or ranking on its search results, could have a substantial negative
effect on our business and results of operations.
The ecommerce market is highly competitive
and if we do not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive
basis our business could be adversely affected.
The internet-based ecommerce business is highly
competitive and we compete with several different types of companies that offer some form of user-vendor connection experience, as well
as marketing data companies. Certain of these competitors may have greater industry experience or financial and other resources than us.
To become and remain competitive, we will require
research and development, marketing, sales and client support. We may not have sufficient resources to maintain research and development,
marketing, sales and client support efforts on a competitive basis which could materially and adversely affect our business, financial
condition and results of operations. We intend to differentiate ourselves from competitors by developing a payments platform that allows
consumers and merchants to accept and use bonus points.
The market for consumer’s lifestyle is rapidly
evolving and intensely competitive, and we expect competition to intensify further in the future. There is no guarantee that any factors
that differentiate us from our competitors will give us a market advantage or continue to be a differentiating factor for us in the foreseeable
future. Competitive pressures created by our direct or indirect competitors could have a material adverse effect on our business, results
of operations and financial condition.
The market for our ZCITY App is new and
unproven.
We were founded in 2020 and ZCITY was founded
in 2017 and since our inception have been creating products for the developing and rapidly evolving market for API-based software platforms,
a market that is largely unproven and is subject to a number of inherent risks and uncertainties. We believe that our future success will
depend in large part on the growth, if any, in the market for software platforms that provide features and functionality to create the
entire lifestyle ecosystem. It is difficult to predict customer adoption and renewal rates, customer demand for our solutions, the size
and growth rate of the overall market that our ZCITY App addresses, the entry of competitive products or the success of existing competitive
products. Any expansion of the market our ZCITY App addresses depends upon a number of factors, including the cost, performance and perceived
value associated with such solutions. If the market our ZCITY App addresses does not achieve significant additional growth or there is
a reduction in demand for such solutions caused by a lack of customer acceptance, technological challenges, competing technologies and
products or decreases in corporate spending, it could have a material adverse effect on our business, results of operations and financial
condition.
If we are unable to expand our systems or
develop or acquire technologies to accommodate increased volume or an increased variety of operating systems, networks and devices broadly
used in the marketplace our ZCITY App could be impaired.
We seek to generate a high volume of traffic and
transactions through our technologies. Accordingly, the satisfactory performance, reliability and availability of our website and platform,
processing systems and network infrastructure are critical to our reputation and our ability to attract and retain large numbers of users
who transact sales on our platform through a variety of operating systems, networks and devices while maintaining adequate customer service
levels. Our revenues depend, in substantial way, on the volume of user transactions that are successfully completed. Any system interruptions
that result in the unavailability of our service or reduced customer activity would ultimately reduce the volume of transactions completed.
Interruptions of service may also diminish the attractiveness of our company and our services. Any substantial increase in the volume
of traffic on our ZCITY App, the number of transactions being conducted by customers or substantial increase in the variety of operating
systems, networks or devices that are broadly used in the market will require us to expand and upgrade our technology, transaction processing
systems and network infrastructure. There can be no assurance that we will be able to accurately project the rate or timing of increases,
if any, in the use of the ZCITY App or timely expand and upgrade our systems and infrastructure to accommodate such increases or increases
in the variety of operating systems, networks or devices in a timely manner. Any failure to expand or upgrade our systems could have a
material adverse effect on our business, results of operations and financial condition.
We use internally developed systems to operate
our service and for transaction processing. We must continually enhance and improve these systems in order to accommodate the level of
use of our products and services and increase our security. Furthermore, in the future, we may add new features and functionality to our
services that would result in the need to develop or license additional technologies. Our inability to add new software and hardware to
develop and further upgrade our existing technology, transaction processing systems or network infrastructure to accommodate increased
traffic on our platforms or increased transaction volume through our processing systems or to accommodate new operating systems, networks
or devices broadly used in the marketplace or to provide new features or functionality may cause unanticipated system disruptions, slower
response times, degradation in levels of customer service, impaired quality of the user’s experience on our service, and delays
in reporting accurate financial information. There can be no assurance that we will be able in a timely manner to effectively upgrade
and expand our systems or to integrate smoothly any newly developed or purchased technologies with our existing systems. Any inability
to do so would have a material adverse effect on our business, results of operations and financial condition.
As we increase our reliance on cloud-based
applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could
adversely affect our financial condition and results of operations.
We rely on cloud-based applications and platforms
for critical business functions. We also are migrating a significant portion of our computing infrastructure to third party hosted cloud-based
computing platforms. If we are not able to complete this migration on our expected timeline, we could incur additional costs. Further,
these migrations can be risky and may cause disruptions to the availability of our products due to service outages, downtime or other
unforeseen issues that could increase our costs. We also may be subject to additional risk of cybersecurity breaches or other improper
access to our data or confidential information during or following migrations to cloud-based computing platforms. In addition, cloud computing
services may operate differently than anticipated when introduced or when new versions or enhancements are released. As we increase our
reliance on cloud-based computing services, our exposure to damage from service interruptions may increase. In the event any such issues
arise; it may be difficult for us to switch our operations from our primary cloud-based providers to alternative providers. Further, any
such transition could involve significant time and expense and could negatively impact our ability to deliver our products and services,
which could harm our financial condition and results of operations.
Our failure to successfully market our ZCITY
App could result in adverse financial consequences.
We believe that continuing to strengthen our ZCITY
App is critical to achieving our widespread acceptance, particularly in light of the competitive nature of our market. Promoting and positioning
our ZCITY App will depend largely on the success of our marketing efforts and our ability to provide high quality services. In order to
promote our ZCITY App, we will need to increase our marketing budget and otherwise increase our financial commitment to creating and maintaining
brand loyalty among users. There can be no assurance that ZCITY App promotion activities will yield increased revenues or that any such
revenues would offset the expenses incurred by us in building our ZCITY App. Further, there can be no assurance that any new users attracted
to us will conduct transactions over the ZCITY App on a regular basis. If we fail to promote and maintain our brand or incur substantial
expenses in an attempt to promote and maintain our brand or if our existing or future strategic relationships fail to promote the ZCITY
App or increase awareness, our business, results of operations and financial condition would be materially adversely affected.
We may not be able to successfully develop
and promote new products or services which could result in adverse financial consequences.
We plan to expand our operations by developing
and promoting new or complementary services, products or transaction formats or expanding the breadth and depth of services. There can
be no assurance that we will be able to expand our operations in a cost-effective or timely manner or that any such efforts will maintain
or increase overall market acceptance. Furthermore, any new business or service launched by us that is not favorably received by consumers
could damage our reputation and diminish the value of our brand. Expansion of our operations in this manner would also require significant
additional expenses and development, operations and other resources and would strain our management, financial and operational resources.
The lack of market acceptance of such services or our inability to generate satisfactory revenues from such expanded services to offset
their cost could have a material adverse effect on our business, results of operations and financial condition.
In addition, if we are unable to keep up with
changes in technology and new hardware, software and services offerings, for example, by providing the appropriate training to out account
managers, sales technology specialists, engineers and consultants to enable them to effectively sell and deliver such new offerings to
customers, our business, results of operations or financial condition could be adversely affected.
A decline in the demand for goods and services
of the merchants included in the ZCITY App could result in adverse financial consequences.
We expect to derive most of our revenues from
fees from successfully completed transactions on our consumer facing platforms. Our future revenues will depend upon continued demand
for the types of goods and services that are offered by the merchants that are included on such platforms. Any decline in demand for the
goods offered through our services as a result of changes in consumer trends could have a material adverse effect on our business, results
of operations and financial condition. There was a decrease in revenues for the fiscal year ended June 30, 2023, which was primarily due
to our focus on increasing growth in higher-margin revenue channels.
The effective operation of our platform
is dependent on technical infrastructure and certain third-party service providers.
Our ability to attract, retain and serve customers
is dependent upon the reliable performance of our ZCITY App and the underlying technical infrastructure. We may fail to effectively scale
and grow our technical infrastructure to accommodate these increased demands. In addition, our business will be reliant upon third party
partners such as financial service providers and cash-out providers, payment terminals and equipment providers. Any disruption or failure
in the services from third party partners used to facilitate our business could harm our business. Any financial or other difficulties
these partners face may adversely affect our business, and we exercise little control over these partners, which increases vulnerability
to problems with the services they provide.
There is no assurance that we will be profitable.
There is no assurance that we will earn profits
in the future or that profitability will be sustained. There is no assurance that future revenues will be sufficient to generate the funds
required to continue our business development and marketing activities. If we do not have sufficient capital to fund our operations, we
may be required to reduce our sales and marketing efforts or forego certain business opportunities.
We could lose the right to the use of our
domain names.
We have registered domain names for our website
that we use in our business. If we lose the ability to use a domain name, whether due to trademark claims, failure to renew the applicable
registration, or any other cause, we may be forced to market our products under a new domain name, which could cause us substantial harm,
or to incur significant expense in order to purchase rights to the domain name in question. In addition, our competitors and others could
attempt to capitalize on our brand recognition by using domain names similar to ours, especially in light of our expected expansion in
SEA countries and East Asia. Domain names similar to ours may be registered in the United States and elsewhere. We may be unable to prevent
third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or
our trademarks or service marks. Protecting and enforcing our rights in our domain names may require litigation, which could result in
substantial costs and diversion of management’s attention.
We may be required to expend resources to
protect ZCITY App information or we may be unable to launch our services.
From time to time, other companies may copy information
from our ZCITY App, through website scraping, robots or other means, and publish or aggregate it with other information for their own
benefit. We have no assurance other companies will not copy, publish or aggregate content from our ZCITY App in the future. When third
parties copy, publish or aggregate content from our ZCITY App, it makes them more competitive, and decreases the likelihood that consumers
will visit our website or use our mobile app to find the information they seek, which could negatively affect our business, results of
operations and financial condition. We may not be able to detect such third-party conduct in a timely manner and, even if we could, we
may not be able to prevent it. In some cases, particularly in the case of websites operating outside of the United States, our available
remedies may be inadequate to protect us against such practices. In addition, we may be required to expend significant financial or other
resources to successfully enforce our rights.
Breaches of our online commerce security
could occur and could have an adverse effect on our reputation.
A significant barrier to online commerce and communications
is the secure transmission of confidential information over public networks. There can be no assurance that advances in computer capabilities,
new discoveries in the field of cryptography and cybersecurity or other events or developments will not result in a compromise or breach
of the technology used by us to protect customer transaction data. If any such compromise of our security were to occur, it could have
a material adverse effect on our reputation and, therefore, on our business, results of operations and financial condition. Furthermore,
a party who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations.
We may be required to expend significant capital and other resources to protect against such security breaches or to alleviate problems
caused by such breaches. Concerns over the security of transactions conducted on the Internet and other online services and the privacy
of users may also inhibit the growth of the Internet and other online services generally, and the Web in particular, especially as a means
of conducting commercial transactions. To the extent that our activities involve the storage and transmission of proprietary information,
security breaches could damage our reputation and expose us to a risk of loss or litigation and possible liability. There can be no assurance
that our security measures will prevent security breaches or that failure to prevent such security breaches will not have a material adverse
effect on our business, results of operations and financial condition.
We may not have the ability to manage our
growth.
We anticipate that significant expansion will
be required to address potential growth in our customer base and market opportunities. Our anticipated expansion is expected to place
a significant strain on our management, operational and financial resources. To manage any material growth of our operations and personnel,
we may be required to improve existing operational and financial systems, procedures and controls and to expand, train and manage our
employee base. There can be no assurance that our planned personnel, systems, procedures and controls will be adequate to support our
future operations, that management will be able to hire, train, retain, motivate and manage required personnel or that our management
will be able to successfully identify, manage and exploit existing and potential market opportunities. If we are unable to manage growth
effectively, our business, prospects, financial condition and results of operations may be materially adversely affected.
We rely on the performance of highly skilled
personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed.
We are, and will be, heavily dependent on the
skill, acumen and services of our management and other employees. Our future success depends on our continuing ability to attract, develop,
motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs
to attract them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability
to execute our business plan, and we may not be able to find adequate replacements. All of our officers and employees are at-will employees,
which means they may terminate their employment relationship with us at any time, and their knowledge of our business and industry would
be extremely difficult to replace. We cannot ensure that we will be able to retain the services of any members of our senior management
or other key employees. If we do not succeed in attracting well-qualified employees or retaining and motivating existing employees, our
business could be harmed.
Illegal use of our ZCITY App could result
in adverse consequences to us.
Despite measures we will implement to detect and
prevent identify theft or other fraud, our ZCITY App remains susceptible to potentially illegal or improper uses. Despite measures we
will take to detect and lessen the risk of this kind of conduct, we cannot assure that these measures will succeed. Our business could
suffer if customers use the ZCITY App for illegal or improper purposes.
If merchants on our ZCITY App are operating illegally,
we could be subject to civil and criminal lawsuits, administrative action and prosecution for, among other things, money laundering or
for aiding and abetting violations of law. We would lose the revenues associated with these accounts and could be subject to material
penalties and fines, both of which would seriously harm our business.
We are subject to certain risks by virtue
of our international operations.
We operate and expand internationally. We expect
to expand our international operations significantly by accessing new markets abroad and expanding our offerings in new languages: not
less than all languages in SEA countries and Japan. Our platform is now available in English and several other languages. However, we
may have difficulty modifying our technology and content for use in non-English-speaking markets or fostering new communities in non-English-speaking
markets. Our ability to manage our business and conduct our operations internationally requires considerable management attention and
resources, and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages,
cultures, customs, legal systems, alternative dispute systems, regulatory systems and commercial infrastructures. Furthermore, in most
international markets, we would not be the first entrant, and our competitors may be better positioned than we are to succeed. Expanding
internationally may subject us to risks that we have either not faced before or increase our exposure to risks that we currently face,
including risks associated with:
| ● | recruiting and retaining qualified,
multi-lingual employees, including customer support personnel; |
| ● | increased competition from
local websites and guides and potential preferences by local populations for local providers; |
| ● | compliance with applicable
foreign laws and regulations, including different privacy, censorship and liability standards and regulations and different intellectual
property laws; |
| ● | providing solutions in different
languages for different cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant
in different countries; |
| ● | the enforceability of our intellectual
property rights; |
| ● | credit risk and higher levels
of payment fraud; |
| ● | compliance with anti-bribery
laws; |
| ● | currency exchange rate fluctuations; |
| ● | foreign exchange controls that
might prevent us from repatriating cash earned outside the United States; |
| ● | political and economic instability
in some countries; |
| ● | double taxation of our international
earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in
which we operate; and |
| ● | higher costs of doing business
internationally. |
We do not have liability business interruption,
litigation or natural disaster insurance.
We do not have any business liability, disruption
insurance or any other forms of insurance coverage for our operations in Malaysia because our business is still in planning and early
stage. Any potential liability, business interruption, litigation or natural disaster may result in our business incurring substantial
costs and the diversion of resources.
The economy of Malaysia in general might
not grow as quickly as expected, which could adversely affect our revenues and business prospects.
Our business and prospects depend on the continuing
development of the economy in Malaysia. We cannot assure you that the Malaysian economy will continue to grow at the same pace as in the
past. Economic growth is determined by countless factors, and it is extremely difficult to predict with any level of absolute certainty.
In the event that the Malaysian economy suffers, demand for the services and/or products of our wholly owned subsidiaries may diminish,
which would in turn result in decreased likelihood of profitability. This could in turn result in a substantial need for restructuring
of our business objectives and could result in a partial or entire loss of an investment in our Company.
We face the risk that changes in the policies
of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability
of such business.
Policies of the Malaysian government can have
significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian government could adversely affect our
interests by, among other factors: changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on
currency conversion, imports or sources of supplies or the expropriation or nationalization of private enterprises. We cannot assure you
that the government will continue to pursue current policies or that such policies may not be significantly altered, especially in the
event of a change in leadership, social or political disruption, or other circumstances affecting Malaysia’s political, economic
and social environment.
We are subject to foreign exchange control
policies in Malaysia.
The ability of our subsidiaries to pay dividends
or make other payments to us may be restricted by the foreign exchange control policies in the countries where we operate. For example,
there are foreign exchange policies in Malaysia which support the monitoring of capital flows into and out of the country in order to
preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration,
an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign exchange policies monitor and regulate both
residents and non-residents. Under the current Foreign Exchange Administration rules issued by BNM, non-residents are free to repatriate
any amount of funds from Malaysia in foreign currency other than the currency of Israel at any time (subject to limited exceptions), including
capital, divestment proceeds, profits, dividends, rental, fees and interest arising from investment in Malaysia, subject to any withholding
tax. In the event BNM or any other country where we operate introduces any restrictions in the future, we may be affected in our ability
to repatriate dividends or other payments from our subsidiaries in Malaysia or in such other countries. Since we are a holding company
and rely principally on dividends and other payments from our subsidiaries for our cash requirements, any restrictions on such dividends
or other payments could materially and adversely affect our liquidity, financial condition and results of operations.
Malaysia is experiencing substantial inflationary
pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant
decrease in our profitability.
While the Malaysian economy has experienced rapid
growth over the last two decades, they have also experienced inflationary pressures. As governments take steps to address inflationary
pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on
currency conversions and foreign investment. There also may be imposition of price controls. If our revenues rise at a rate that is insufficient
to compensate for the rise in our costs, it may have an adverse effect on our profitability. If these or other similar restrictions are
imposed by a government to influence the economy, it may lead to a slowing of economic growth, which may harm our business, financial
condition and results of operations.
If inflation increases significantly in
SEA countries, our business, results of operations, financial condition and prospects could be materially and adversely affected.
Should inflation in SEA countries, including Malaysia,
increase significantly, our costs, including our staff costs are expected to increase. Furthermore, high inflation rates could have an
adverse effect on the countries’ economic growth, business climate and dampen consumer purchasing power. As a result, a high inflation
rate in SEA countries, including Malaysia, could materially and adversely affect our business, results of operations, financial condition
and prospects.
Any potential disruption in and other risks
relating to our merchants’ supply chain could increase the costs of their products or services to consumers, potentially causing
consumers to limit their spending or seek products or services from alternative businesses that may not be registered as a merchant with
us, which may ultimately affect the total number of users using our platform and harm our business, financial condition and results of
operations.
Our offline and online merchants obtain their
products, or the raw materials comprised of their products or used in their services, from manufacturers and distributors located around
the world, and may have entered into long-term contracts or exclusive agreements that would ensure their ability to acquire the types
and quantities of products or raw materials they desire at acceptable prices and in a timely manner. Any potential disruption in and other
risks relating to the offline or online merchants’ supply chain as a result of the COVID-19 pandemic or Russia’s invasion
of Ukraine and the Middle East conflicts, could increase the costs of their products or services to consumers, potentially causing consumers
to limit their spending or seek products or services from alternative businesses that may not be registered as a merchant with us, which
may ultimately affect the total number of users using our platform and harm our business, financial condition and results of operations.
Our business will be exposed to foreign
exchange risk.
We derive most of our revenue from the operations
of our ZCITY App in Malaysia and expect to derive our revenue from Malaysia, other SEA countries and Japan in the future. Our functional
currencies will by necessity be the currencies of the countries of SEA and Japan. Our reporting currency is the U.S. dollar. We translate
our results of operations using the average exchange rate for the period, unless the average is not a reasonable approximation of the
cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the
dates of the transactions, and we translate our financial position at the period-end exchange rate. Accordingly, any significant fluctuation
between the currencies of countries of SEA and Japan on the one hand and the U.S. dollar on the other could expose us to foreign exchange
risk.
Some of the currencies of the countries of SEA
are not freely convertible. The foreign exchange management regime of many SEA countries has transitioned from a system of fixed multiple
exchange rates controlled by the state banks to a system of flexible exchange rates regulated largely by market forces, though transfers
of currency is regulated and controlled in some countries. A significant depreciation in many of the currencies of countries of SEA against
major foreign currencies may have a material adverse impact on our results of operations and financial condition because our reporting
currency is the U.S. dollar. There can be no assurance, that the governments will continue to relax their foreign exchange regulations,
that they will maintain the same foreign exchange policy or that there will be sufficient foreign currency available in the market for
currency conversions. If, in the future, the regulations restrict our ability to convert local currencies or there is insufficient foreign
currency available in the market, we may be unable to meet any foreign currency payment obligations.
Fluctuations in exchange rates in the Malaysian
Ringgit (“RM”) could adversely affect our business and the value of our securities.
The value of the RM against the U.S. dollar and
other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions.
The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies
and other currencies in which our revenue may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S.
dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business
or results of operations. As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely
affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from
an offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent
of U.S. dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations.
Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our common stock or for other
business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. In
addition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction in
the value of these assets.
Geopolitical conditions, including acts
of war or terrorism or unrest in the regions in which we operate could adversely affect our business.
Most of our operations and business activities
are conducted in Malaysia, whose economy and legal system remain susceptible to risks associated with an emerging economy and which is
subject to higher geopolitical risks than developed countries. Social and political unrest could give rise to various risks, such as loss
of employment and safety and security risks to persons and property. Additionally, our operations could be disrupted by acts of war, terrorist
activity or other similar events, including the current or anticipated impact of military conflict and related sanctions imposed on Russia,
Belarus and certain individuals and entities connected to Russian or Belarusian political, business, and financial organizations by the
United States and other countries due to Russia’s invasion of Ukraine in February 2022 and the Israel-Hamas war in October 2023.
It is not possible to predict the broader consequences of the conflicts, including related geopolitical tensions, and the measures and
retaliatory actions taken by the U.S. and other countries in respect thereof and with regard to the Russia-Ukraine war, any counter measures
or retaliatory actions by Russia or Belarus in response, including, for example, potential cyberattacks or the disruption of energy exports.
The Russia-Ukraine and Israel-Hamas wars are likely to cause regional instability and geopolitical shifts and could materially adversely
affect global trade, currency exchange rates, regional economies and the global economy. Any such event may in turn have a material and
adverse effect on our business, results of operations and financial position.
Because our principal assets are located
outside of the United States and all of our directors and officers reside outside of the United States, it may be difficult for you to
enforce your rights based on U.S. Federal Securities Laws against us and our officers and directors or to enforce a judgment of a United
States court against us or our officers and directors.
All of our directors and officers reside outside
of the United States. In addition, substantially all of our assets are located outside of the United States. It may therefore be difficult
for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S. federal securities
laws against us in the courts of either the U.S. or Malaysia and, even if civil judgments are obtained in U.S. courts, to enforce such
judgments in Malaysian courts.
Our failure to maintain effective internal
controls over financial reporting could have an adverse impact on us.
We are required to establish and maintain appropriate
internal controls over financial reporting. Failure to establish those controls, or any failure of those controls once established, could
adversely impact our public disclosures regarding our business, financial condition or results of operations. In addition, management’s
assessment of internal controls over financial reporting may identify weaknesses and conditions that need to be addressed in our internal
controls over financial reporting or other matters that may raise concerns for investors. Any actual or perceived weaknesses and conditions
that need to be addressed in our internal control over financial reporting, disclosure of management’s assessment of our internal
controls over financial reporting or disclosure of our public accounting firm’s attestation to or report on management’s assessment
of our internal controls over financial reporting may have an adverse impact on the price of our common stock.
In preparing our consolidated financial statements
as of and for the year ended June 30, 2023, we and our independent registered public accounting firms identified two material weaknesses
and other control deficiencies including significant deficiencies in our internal control over financial reporting, as defined in the
standards established by the Public Company Accounting Oversight Board. A “material weakness” is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified included the
following: (1) inadequate U.S. GAAP expertise. The current accounting staff is inexperienced in applying U.S.GAAP standard as they are
primarily engaged in ensuring compliance with International Financial Reporting Standards (“IFRS”) accounting and reporting
requirement for our consolidated operating entities, and thus require substantial training. The current staff’s accounting skills
and understanding as to how to fulfill the requirements of U.S. GAAP-based reporting, including subsidiary financial statements consolidation,
are inadequate; and (2) inadequate internal audit function. We lack of a functional internal audit department or personnel that monitors
the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function
to ensure that our policies and procedures have been carried out as planned.
Following the identification of the material weaknesses
and control deficiencies, we plan to take remedial measures including (i) hiring more qualified accounting personnel with relevant U.S.
GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system
control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting
and financial reporting personnel; (iii) establishing internal audit function by engaging an external consulting firm to assist us with
assessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control; and (iv) strengthening corporate
governance. However, the implementation of these measures may not fully address the material weaknesses in our internal control over financial
reporting. Our failure to correct the material weaknesses or our failure to discover and address any other material weaknesses or control
deficiencies could result in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicable
financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results
of operations and prospects, as well as the trading price of our common stocks, may be materially and adversely affected. Moreover, ineffective
internal control over financial reporting significantly hinders our ability to prevent fraud.
A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the
design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to
their costs. Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can
be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls. The
design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Overtime, a control may
become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of
inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
If we fail to have effective controls and procedures
for financial reporting in place, we could be unable to provide timely and accurate financial information which could result in an investigation
by the SEC and civil or criminal sanctions; investors losing confidence in the accuracy of our periodic reports filed under the Exchange
Act; and a decline in our stock price.
We are an “emerging growth company”
under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our
common stock less attractive to investors.
We are an “emerging growth company,”
as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are not applicable
to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply
with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors
will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive
as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
In addition, Section 107 of the JOBS Act also
provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards. In other words,
an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise
apply to private companies. We have chosen to take advantage of the extended transition period for complying with new or revised accounting
standards.
We will remain an “emerging growth company”
until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an
effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion,
if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held
by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.
The elimination of personal liability against
our directors and officers under Delaware law and the existence of indemnification rights held by our directors, officers and employees
may result in substantial expenses.
Our certificate of incorporation, as amended (“Certificate
of Incorporation”), eliminates the personal liability of our directors and officers to us and our stockholders for damages for breach
of fiduciary duty as a director or officer to the extent permissible under Delaware law. Further, our bylaws (“Bylaws”) provide
that we are obligated to indemnify each of our directors or officers to the fullest extent authorized by the Delaware law and, subject
to certain conditions, advance the expenses incurred by any director or officer in defending any action, suit or proceeding prior to its
final disposition. Those indemnification obligations could expose us to substantial expenditures to cover the cost of settlement or damage
awards against our directors or officers, which we may be unable to afford. Further, those provisions and resulting costs may discourage
us or our stockholders from bringing a lawsuit against any of our current or former directors or officers for breaches of their fiduciary
duties, even if such actions might otherwise benefit our stockholders.
We have not paid dividends in the past and
do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock.
We have never paid cash dividends on our common
stock and do not anticipate paying cash dividends on our common stock in the foreseeable future. We currently intend to retain any future
earnings to support the development of our business and do not anticipate paying cash dividends in the foreseeable future. Our payment
of any future dividends will be at the discretion of our Board after taking into account various factors, including, but not limited to,
our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to
at the time. In addition, our ability to pay dividends on our common stock may be limited by Delaware state law. Accordingly, investors
must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their
investment. Investors seeking cash dividends should not purchase our common stock.
Regulatory Risks
Failure to comply with laws and regulations
applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business.
Our business is subject to regulation by various
governmental agencies in Malaysia, including agencies responsible for monitoring and enforcing compliance with various legal obligations,
such as privacy and data protection-related laws and regulations, intellectual property laws, employment and labor laws, workplace safety,
governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws and regulations. These laws and
regulations impose added costs on our business. Non-compliance with applicable regulations or requirements could subject us to:
| ● | investigations, enforcement
actions, and sanctions; |
| ● | mandatory changes to our network
and products; |
| ● | disgorgement of profits, fines,
and damages; |
| ● | civil and criminal penalties
or injunctions; |
| ● | claims for damages by our customers
or channel partners; |
| ● | termination of contracts; |
| ● | failure to obtain, maintain
or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations; and |
| ● | temporary or permanent debarment
from sales to public service organizations. |
If any governmental sanctions are imposed, or
if we do not prevail in any possible civil or criminal litigation, our business, results of operations and financial condition could be
adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention
and resources and an increase in professional fees. Enforcement actions and sanctions could materially harm our business, results of operations
and financial condition.
Any reviews by regulatory agencies or legislatures
may result in substantial regulatory fines, changes to our business practices and other penalties, which could negatively affect our business
and results of operations. Changes in social, political and regulatory conditions or in laws and policies governing a wide range of topics
may cause us to change our business practices. Further, our expansion into a variety of new fields also could raise a number of new regulatory
issues. These factors could negatively affect our business and results of operations in material ways.
Moreover, we are exposed to the risk of misconduct,
errors and failure to functions by our management, employees and parties that we collaborate with, who may from time to time be subject
to litigation and regulatory investigations and proceedings or otherwise face potential liability and penalties in relation to noncompliance
with applicable laws and regulations, which could harm our reputation and business.
Regulation of the internet generally could
have adverse consequences on our business.
We are also subject to regulations and laws in
Malaysia specifically governing the internet and e-commerce. Existing and future laws and regulations may impede the growth of the Internet,
e-commerce or other online services, and increase the cost of providing online services. These regulations and laws may cover sweepstakes,
taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution, electronic contracts and other communications,
consumer protection, broadband residential Internet access and the characteristics and quality of services. It is not clear how existing
laws governing issues such as property ownership, sales, use and other taxes, libel and personal privacy apply to the internet and e-commerce.
Unfavorable resolution of these issues may harm our business and results of operations.
Privacy regulations could have adverse consequences
on our business.
We receive, collect, store, process, transfer
and use personal information and other user data. There are numerous international laws and regulations regarding privacy, data protection,
information security and the collection, storing, sharing, use, processing, transfer, disclosure and protection of personal information
and other content, the scope of which are changing, subject to differing interpretations, and may be inconsistent among countries, or
conflict with other laws and regulations. We are also subject to the terms of our privacy policies and obligations to third parties related
to privacy, data protection and information security. We strive to comply with applicable laws, regulations, policies and other legal
obligations relating to privacy, data protection and information security to the extent possible. However, the regulatory framework for
privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain and complex, and it is possible
that these or other actual or alleged obligations may be interpreted and applied in a manner that we do not anticipate or that is inconsistent
from one jurisdiction to another and may conflict with other rules or our practices. Further, any significant change to applicable laws,
regulations, or industry practices regarding the collection, use, retention, security or disclosure of our users’ data, or their
interpretation, or any changes regarding the manner in which the express or implied consent of users for the collection, use, retention
or disclosure of such data must be obtained, could increase our costs and require us to modify our services and features, possibly in
a material manner, which we may be unable to complete, and may limit our ability to store and process user data or develop new services
and features.
We also expect that there will continue to be
new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various
jurisdictions.
Any failure or perceived failure by us to comply
with our posted privacy policies, our privacy-related obligations to users or other third parties or any other legal obligations or regulatory
requirements relating to privacy, data protection or information security may result in governmental investigations or enforcement actions,
litigation, claims or public statements against us by consumer advocacy groups or others and could result in significant liability, cause
our users to lose trust in us, and otherwise have an adverse effect on our reputation and business. Furthermore, the costs of compliance
with, and other burdens imposed by, the laws, regulations and policies that are applicable to the businesses of our users may limit the
adoption and use of, and reduce the overall demand for, our ZCITY App.
Additionally, if third parties we work with violate
applicable laws, regulations or agreements, such violations may put our users’ data at risk, could result in governmental investigations
or enforcement actions, fines, litigation, claims or public statements against us by consumer advocacy groups or others and could result
in significant liability, cause our users to lose trust in us and otherwise have an adverse effect on our reputation and business. Further,
public scrutiny of or complaints about technology companies or their data handling or data protection practices, even if unrelated to
our business, industry or operations, may lead to increased scrutiny of technology companies, including us, and may cause government agencies
to enact additional regulatory requirements, or to modify their enforcement or investigation activities, which may increase our costs
and risks.
Regulation of gift cards or “E-vouchers”
could have adverse consequences on our business.
Our platform’s payment system effectively
provides our customers with reward points that may or may not be deemed gift certificates, store gift cards, general-use prepaid cards
or other vouchers or “gift cards,” subject to, various laws of multiple jurisdictions. Many of these laws include specific
disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition of certain fees. Various companies
that provided deal products similar to ours around the world are currently or were defendants in purported class action lawsuits.
The application of various other laws and regulations
to our products is uncertain. These include laws and regulations pertaining to unclaimed and abandoned property, partial redemption, revenue-sharing
restrictions on certain trade groups and professions, sales and other local taxes and the sale of alcoholic beverages. In addition, we
may become, or be determined to be, subject to United States federal or state laws or laws in Malaysia or other countries where we operate
regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USA
Patriot Act and other similar future laws or regulations in the United States and in the applicable SEA or East Asia countries.
If we become subject to claims or are required
to alter our business practices as a result of current or future laws and regulations, our revenue could decrease, our costs could increase
and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to such
additional laws and regulations and any payments of related penalties, fines, judgments or settlements could harm our business.
The requirements of being a public company
are complex and have increased costs.
As a public company, we are subject to the reporting
requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform
and Consumer Protection Act, and other applicable securities rules and regulations. Compliance with these rules and regulations increases
our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems
and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business
and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures
and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and
internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a
result, management’s attention may be diverted from other business concerns, which could harm our business and operating results.
We may need to hire more employees in the future to maintain compliance with these requirements, which will increase our costs and expenses.
In addition, changing laws, regulations and standards
relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance
costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in
many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided
by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and
standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time
and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards
differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may
initiate legal proceedings against us and our business may be harmed.
We also expect that being a public company and
these new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required
to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for
us to attract and retain qualified members of our Board, particularly to serve on our audit committee and renumeration committee, and
qualified executive officers.
As a result of disclosure of information in this
prospectus and in our prior SEC filings, our business and financial condition has become more visible, which we believe may result in
increased threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business
and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims,
and the time and resources necessary to resolve them, could divert the resources of our management and harm our business and operating
results.
Failure to comply with the U.S. Foreign
Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences.
We are required to comply the Malaysia’s
anti-corruption laws and the United States Foreign Corrupt Practices Act, which generally prohibits U.S. companies from engaging in bribery
or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to
maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. Foreign
companies, including some of our competitors, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and
other fraudulent practices occur from time-to-time in Malaysia. If our competitors engage in these practices, they may receive preferential
treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who
might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we inform our personnel that such practices
are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible.
If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences
that may have a material adverse effect on our business, financial condition and results of operations. In addition, our brand and reputation,
our sales activities or the price of our common stocks could be adversely affected if we become the target of any negative publicity as
a result of actions taken by our employees or other agents.
Litigation is costly and time consuming
and could have a material adverse effect our business, results or operations and reputation.
We and/or our directors and officers may be subject
to a variety of civil or other legal proceedings, with or without merit. From time to time in the ordinary course of its business, we
may become involved in various legal proceedings, including commercial, employment and other litigation and claims, as well as governmental
and other regulatory investigations and proceedings. Such matters can be time-consuming, divert management’s attention and resources
and cause us to incur significant expenses. Furthermore, because litigation is inherently unpredictable, the results of any such actions
may have a material adverse effect on our business, operating results or financial condition.
Even if the claims are without merit, the costs
associated with defending these types of claims may be substantial, both in terms of time, money, and management distraction. In particular,
patent and other intellectual property litigation may be protracted and expensive, and the results are difficult to predict and may require
us to stop offering certain features, purchase licenses or modify our products and features while we develop non-infringing substitutes
or may result in significant settlement costs.
The results of litigation and claims to which
we may be subject cannot be predicted with certainty. Even if these matters do not result in litigation or are resolved in our favor or
without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our
business, results or operations and reputation.
We face potential liability and expense
for legal claims based on the content on our ZCITY App.
We face potential liability and expense for legal
claims relating to the information that we publish on our website and our ZCITY App, including claims for copyright or trademark infringement,
among others. These claims could divert management time and attention away from our business and result in significant costs to investigate
and defend, regardless of the merits of the claims. In some instances, we may elect or be compelled to remove content or may be forced
to pay substantial damages if we are unsuccessful in our efforts to defend against these claims. If we elect or are compelled to remove
valuable content from our website or mobile app, our ZCITY App may become less useful to consumers and our traffic may decline, which
could have a negative impact on our business and financial performance.
Our intellectual property rights may be
inadequate to protect us against others claiming violations of their proprietary rights and the cost of enforcement could be significant.
The future success of our business is dependent
upon the intellectual property rights surrounding our technology, including trade secrets, know-how and continuing technological innovation.
Although we will seek to protect our proprietary rights, our actions may be inadequate to protect any proprietary rights or to prevent
others from claiming violations of their proprietary rights. There can be no assurance that other companies are not investigating or developing
other technologies that are similar to our technology. In addition, effective intellectual property protection may be unenforceable or
limited in certain countries, and the global nature of the Internet makes it impossible to control the ultimate designation of our technology.
Any of these claims, with or without merit, could subject us to costly litigation. If the protection of proprietary rights is inadequate
to prevent unauthorized use or appropriation by third parties, the value of our brand and other intangible assets may be diminished. Any
of these events could have an adverse effect on our business and financial results.
Effective trade secret, copyright, trademark and
domain name protection is expensive to develop and maintain, both in terms of initial and ongoing registration requirements and expenses
and the costs of defending our rights. We are seeking to protect our trademarks and domain names in an increasing number of jurisdictions,
a process that is expensive and may not be successful or which we may not pursue in every location. Litigation may be necessary to enforce
our intellectual property rights, protect our respective trade secrets or determine the validity and scope of proprietary rights claimed
by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management
and technical resources, any of which could adversely affect our business and operating results. We may incur significant costs in enforcing
our trademarks against those who attempt to imitate our brand. If we fail to maintain, protect and enhance our intellectual property rights,
our business and operating results may be harmed.
If we are unable to protect the confidentiality
of our trade secrets, our business and competitive position could be harmed.
In addition to patent protection, we also rely
upon copyright and trade secret protection, as well as non-disclosure agreements and invention assignment agreements with our employees,
consultants and third parties, to protect our confidential and proprietary information. In addition to contractual measures, we try to
protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures. Such
measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access,
provide adequate protection for our proprietary information. Our security measures may not prevent an employee or consultant from misappropriating
our trade secrets and providing them to a competitor, and recourse we take against such misconduct may not provide an adequate remedy
to protect our interests fully. Unauthorized parties may also attempt to copy or reverse engineer certain aspects of our product that
we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive
and time-consuming, and the outcome is unpredictable. Even though we use commonly accepted security measures, trade secret violations
are often a matter of state law, and the criteria for protection of trade secrets can vary among different jurisdictions. In addition,
trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential
or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently
developed by a competitor, our business and competitive position could be harmed.
Third parties may assert that our employees
or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.
We employ individuals who previously worked with
other companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not
use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees, consultants
or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary
information, of a former employer or other third party. Litigation may be necessary to defend against these claims. If we fail in defending
any such claims or settling those claims, in addition to paying monetary damages or a settlement payment, we may lose valuable intellectual
property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs
and be a distraction to management and other employees.
Risks Related to Ownership of our Common
Stock and this Offering
We have a large number of authorized but
unissued shares of our common stock which will dilute your ownership position when issued.
Our authorized capital stock consists of 150,000,000
shares of common stock, of which approximately 148,693,872 remain available for issuance. Our management will continue to have broad discretion
to issue shares of our common stock in a range of transactions, including capital-raising transactions, mergers, acquisitions and other
transactions, without obtaining stockholder approval, unless stockholder approval is required under law or, if our common stock is listed
on Nasdaq at the time of the transaction, under Nasdaq Rule 5635(b) which requires stockholder approval for change of control transactions
where a stockholder acquires 20% of a Nasdaq-listed company’s common stock or securities convertible into common stock, calculated
on a post-transaction basis. If our management determines to issue shares of our common stock from the large pool of authorized but unissued
shares for any purpose in the future and is not required to obtain stockholder approval, your ownership position would be diluted without
your further ability to vote on that transaction.
Our common stock may be affected by limited
trading volume and price fluctuations, which could adversely impact the value of our common stock.
Our common stock has experienced and is likely
to experience in the future, significant price and volume fluctuations, which could adversely affect the market prices of our common stock
without regard to our operating performance. In addition, we believe that factors such as quarterly fluctuations in our financial results
and changes in the overall economy or the condition of the financial markets could cause the market prices of our common stock to fluctuate
substantially. These fluctuations may also cause short sellers to periodically enter the market in the belief that we will have poor results
in the future. We cannot predict the actions of market participants and, therefore, can offer no assurances that the market for our common
stock will be stable or appreciate over time.
We currently do not intend to declare dividends
on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation
of our common stock.
We currently do not expect to declare any dividends
on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used
to provide working capital, to support our operations and to finance the growth and development of our business. Any determination to
declare or pay dividends in the future will be at the discretion of our Board, subject to applicable laws and dependent upon a number
of factors, including our earnings, capital requirements and overall financial conditions. In addition, terms of any future debt or preferred securities
may further restrict our ability to pay dividends on our common stock. Accordingly, your only opportunity to achieve a return
on your investment in our common stock may be if the market price of our common stock appreciates and you sell your shares at a profit.
The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock. See “Dividend
Policy.”
An investment in our securities is speculative
and there can be no assurance of any return on any such investment.
An investment in our securities is speculative
and there can be no assurance that investors will obtain any return on their investment. Investors may be subject to substantial risks
involved in an investment in the Company, including the risk of losing their entire investment.
We have broad discretion in the use of the
net proceeds of this offering and, despite our efforts, we may use the net proceeds in a manner that does not increase the value of your
investment.
We intend to use the net proceeds from this offering
for general corporate purposes and working capital. However, we have not determined the specific allocation of the net proceeds among
these potential uses. Our management will have broad discretion over the use and investment of the net proceeds of this offering, and,
accordingly, investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds, with
only limited information concerning our specific intentions. These proceeds could be applied in ways that do not improve our operating
results or increase the value of your investment. Please see the section entitled “Use of Proceeds” on page S-29 of
this prospectus or further information.
We may need, but be unable, to obtain additional
funding on satisfactory terms, which could dilute our stockholders or impose burdensome financial restrictions on our business.
We have relied upon cash from financing activities
and in the future, we hope to rely on revenues generated from operations to fund the cash requirements of our activities. However, there
can be no assurance that we will be able to generate any significant cash from our operating activities in the future. Future financing
may not be available on a timely basis, in sufficient amounts or on terms acceptable to us, if at all. Any debt financing or other financing
of securities senior to the common stock will likely include financial and other covenants that will restrict our flexibility. Any failure
to comply with these covenants would have a material adverse effect on our business, prospects, financial condition and results of operations
because we could lose our existing sources of funding and impair our ability to secure new sources of funding.
The requirements of being a public company
may strain our resources, divert management’s attention and affect our results of operations.
As a public company in the United States, we face
increased legal, accounting, administrative and other costs and expenses. We are subject to the reporting requirements of the Exchange
Act and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things, that we file annual, quarterly and current reports
with respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective
disclosure controls and procedures and internal control over financial reporting. For example, Section 404 requires that our management
report on the effectiveness of our internal controls structure and procedures for financial reporting. Section 404 compliance may divert
internal resources and will take a significant amount of time and effort to complete. If we fail to maintain compliance under Section
404, or if in the future management determines that our internal control over financial reporting are not effective as defined under Section
404, we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Furthermore, investor perceptions
of our Company may suffer, and this could cause a decline in the market price of our common stock. Any failure of our internal control
over financial reporting could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable
to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could
result in an adverse opinion on internal controls from our independent auditors. We may need to hire a number of additional employees
with public accounting and disclosure experience in order to meet our ongoing obligations as a public company, particularly if we become
fully subject to Section 404 and its auditor attestation requirements, which will increase costs. We expect these rules and regulations
to increase our legal and financial compliance costs and to make some activities more time consuming and costly, although we are currently
unable to estimate these costs with any degree of certainty. A number of those requirements will require us to carry out activities we
have not done previously. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives
and to meeting the obligations that are associated with being a public company, which may divert attention from other business concerns,
which could have a material adverse effect on our business, financial condition and results of operations.
Additionally, the expenses incurred by public
companies generally for reporting and corporate governance purposes have been increasing. These increased costs will require us to divert
a significant amount of money that we could otherwise use to develop our business. If we are unable to satisfy our obligations as a public
company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory action and potentially civil litigation.
New laws, regulations, and standards relating
to corporate governance and public disclosure may create uncertainty for public companies, increasing legal and financial compliance costs
and making some activities more time consuming.
These laws, regulations and standards are subject
to varying interpretations, in many cases due to their lack of specificity, and, as a result, may evolve over time as new guidance is
provided by the courts and other bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated
by ongoing revisions to disclosure and governance practices. If our efforts to comply with new laws, regulations, and standards differ
from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory
authorities may initiate legal proceedings against us and our business may be adversely affected.
As a public company subject to these rules and
regulations, we may find it more expensive for us to obtain director and officer liability insurance, and we may be required to accept
reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult in the future
for us to attract and retain qualified members of our Board, particularly to serve on its audit committee and compensation committee,
and qualified executive officers.
If securities or industry analysts do not
publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
The trading market for our common stock will depend
in part on the research and reports that securities or industry analysts publish about us or our business. Several analysts may cover
our stock. If one or more of those analysts downgrade our stock or publish inaccurate or unfavorable research about our business, our
stock price would likely decline. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly,
demand for our stock could decrease, which might cause our stock price and trading volume to decline.
We may not be able to continue to satisfy
listing requirements of Nasdaq to maintain a listing of our common stock.
Our common stock is currently listed on Nasdaq
and we must meet certain financial and liquidity criteria to maintain such listing. If we violate the maintenance requirements for continued
listing of our common stock, our common stock may be delisted.
On August 17, 2023, we received a letter from
the Nasdaq Listing Qualifications Staff of Nasdaq therein stating that for the 30 consecutive business day period between July 6, 2023
through August 16, 2023, our common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing
on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until February 13, 2024, to regain compliance with the
Bid Price Rule.
To regain compliance, the closing bid price of
our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days, unless extended by Nasdaq under Nasdaq
Rule 5810(c)(3)(H), prior to February 13, 2024. If we do not regain compliance with the Bid Price Rule by February 13, 2024, we may be
eligible for an additional 180-day period to regain compliance.
On February 15, 2024, we received a letter from
the Nasdaq Listing Qualifications Staff of Nasdaq stating that we have not regained compliance with the Bid Price Rule and that Nasdaq
determined that the common stock will be scheduled for delisting unless we request an appeal of this determination from the Nasdaq Hearings
Panel (the “Panel”).
On February 16, 2024, we submitted a hearing request
to the Panel to appeal Nasdaq’s determination and a compliance plan, which in accordance with Nasdaq rules stays the delisting of
the common stock from Nasdaq pending the Panel’s decision. The hearing was scheduled to occur on April 16, 2024. On March 20, 2024,
we received a letter from the Panel informing us that since our common stock had traded at $1.00 per share or greater for a 10 consecutive
business day period between February 27, 2024 and March 20, 2024, the hearing request was deemed moot. Accordingly, the Panel determined
that we had regained compliance with the Bid Price Rule.
There can be no assurance that we will maintain
compliance with the Bid Price Rule or any of the other Nasdaq continued listing requirements. If the common stock is delisted, it could
be more difficult to buy or sell the common stock or to obtain accurate quotations, and the price of the shares of common stock could
suffer a material decline. Delisting could also impair our ability to raise capital.
In addition, our Board may determine that the
cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock
from Nasdaq may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on
the market price of, and the efficiency of the trading market for, our common stock. In addition, the delisting of our common stock could
significantly impair our ability to raise capital.
If there is no active public market for
our common stock, you may be unable to sell your shares at or above your purchase price.
Although our common stock is listed on Nasdaq,
an active trading market for our shares may not be sustained following the purchase of your common stock. You may be unable to sell your
shares quickly or at the market price if trading in shares of our common stock is not active. Further, an inactive market may also impair
our ability to raise capital by selling shares of our common stock and may impair our ability to enter into strategic partnerships or
acquire companies or products by using our shares of common stock as consideration.
We may be subject to securities litigation,
which is expensive and could divert our management’s attention.
The market price of our securities may be volatile,
and in the past companies that have experienced volatility in the market price of their securities have been subject to securities class
action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial
costs and divert our management’s attention from other business concerns.
You should consult your own independent
tax advisor regarding any tax matters arising with respect to the securities offered in connection with this offering.
Participation in this offering could result in
various tax-related consequences for investors. All prospective purchasers of the resold securities are advised to consult their own independent
tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences relevant to the purchase, ownership and disposition
of the resold securities in their particular situations.
IN ADDITION TO THE ABOVE RISKS, BUSINESSES
ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS FILING, POTENTIAL INVESTORS SHOULD KEEP
IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS AND THE VALUE OF THE COMPANY’S SECURITIES.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, the documents incorporated by
reference herein and therein, and other written and oral statements we make from time to time contain certain “forward-looking”
statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). You can identify these forward-looking statements by the fact they use words such as “could,”
“would,” “should,” “expect,” “anticipate,” “estimate,” “target,”
“may,” “project,” “guidance,” “intend,” “plan,” “believe,” “will,”
“potential,” “opportunity,” “future” and other words and terms of similar meaning and expression in
connection with any discussion of future operating or financial performance. You can also identify forward-looking statements by the fact
that they do not relate strictly to historical or current facts. Such forward-looking statements are based on current expectations and
involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes
to differ materially from current expectations. These statements are likely to relate to, among other things, our business strategy, our
research and development, our product development efforts, our ability to commercialize our product candidates, the activities of our
licensees, our prospects for initiating partnerships or collaborations, the timing of the introduction of products and services, the effect
of new accounting pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds
as well as our plans, objectives, expectations and intentions.
We have included more detailed descriptions of
these risks and uncertainties and other risks and uncertainties applicable to our business that we believe could cause actual results
to differ materially from any forward-looking statement in the “Risk Factors” sections of this prospectus and the documents
incorporated by reference herein including, but not limited to, the risk factors incorporated by reference from our filings with the SEC.
We encourage you to read those descriptions carefully. Although we believe we have been prudent in our plans and assumptions, no assurance
can be given that any goal or plan set forth in forward-looking statements can be achieved. We caution investors not to place significant
reliance on forward-looking statements; such statements need to be evaluated in light of all the information contained and incorporated
by reference in this prospectus. Furthermore, the statements speak only as of the date of each document, and we undertake no obligation
to update or revise these statements.
USE OF PROCEEDS
The estimated net proceeds to the Company from
this offering, assuming issuance of all of the Offered Shares at the Assumed Offering Price, and before deducting the expenses of this
offering will be approximately $1,000,000.
We intend to use the net proceeds from this offering
for general corporate purposes and working capital. We may also use a portion of the net proceeds from this offering to acquire or invest
in complementary businesses, technologies, products or other intellectual property, although we have no present commitments or agreements
to do so.
The amounts and timing of our use of the net proceeds
from this offering will depend on a number of factors, such as the timing and progress of our commercialization efforts, research and
development efforts, the timing and progress of any partnering efforts, technological advances and the competitive environment for our
products. As of the date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds
to us from the sale of the common stock offered by us hereunder. Accordingly, our management will have broad discretion in the timing
and application of these proceeds. Pending application of the net proceeds as described above, we intend to temporarily invest the proceeds
in short-term, interest-bearing instruments.
DIVIDEND POLICY
We have never declared or paid any cash dividends
on our capital stock. We intend to retain future earnings, if any, to finance the operation of our business and do not anticipate paying
any cash dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of
our Board after considering our financial condition, results of operations, capital requirements, business prospects and other factors
our Board deems relevant, and subject to the restrictions contained in any future financing instruments.
ALUMNI CAPITAL PURCHASE AGREEMENT
On October 10, 2024, we entered into the Purchase
Agreement with Alumni Capital. Pursuant to the terms of the Purchase Agreement, Alumni Capital has agreed to purchase from us up to $6,000,000
(the “Commitment Amount”) of our common stock from time to time during the term of the Purchase Agreement Pursuant to the
terms of the Purchase Agreement, we have filed with the SEC this prospectus supplement regarding the sale and issuance of Offered Shares
under the Securities Act. In connection with the execution of the Purchase Agreement, we have issued the Commitment Warrant to Alumni
Capital as a commitment fee. The Commitment Warrant provides Alumni Capital with the right to purchase at any time until October 10, 2027,
up to a number of our common stocks equal to (i) 10% of the Commitment Amount less the aggregate Exercise Values of all previous partial
exercises of the Commitment Warrant, divided by (ii) the Exercise Price on the date of exercise. Neither the Commitment Warrant or the
common stocks underlying the Commitment Warrant are covered by this prospectus supplement.
“Exercise Value” means with respect
to any exercise of the Commitment Warrant, the number of common stocks received upon such exercise multiplied by the Exercise Price applicable
to such exercise.
“Exercise Price” means with respect
to any exercise of the Commitment Warrant, $5,000,000 divided by the number of outstanding common stocks on the date of such exercise.
We may, from time to time and at our sole discretion,
direct Alumni Capital to purchase the Purchase Shares upon the satisfaction of certain conditions set forth in the Purchase Agreement
at a purchase price per share based on the market price of our Common Shares at the time of sale as computed under the Purchase Agreement.
Alumni Capital may not assign its rights and obligations under the Purchase Agreement.
The Purchase Agreement prohibits us from directing
Alumni Capital to purchase any Purchase Notice Securities if those shares, when aggregated with all other common stocks then beneficially
owned by Alumni Capital, would result in Alumni Capital and its affiliates owning in excess of 4.99%, of our then issued and outstanding
common stocks (the “Beneficial Ownership Limitation”).
Purchase of Offered Shares Under the Purchase
Agreement
Commencing on the date that the Commitment Warrants
are delivered and ending at the end of the Commitment Period we may, from time to time direct Alumni Capital to purchase such number of
Offered Shares set forth on a written notice from us (the “Purchase Notice”) at a price equal to the Purchase Price, provided,
however, that the amount of Purchase Shares cannot exceed $1,000,000 or the Beneficial Ownership Limitation. We will deliver the Purchase
Shares concurrently with the delivery of a Purchase Notice, which will be deemed delivered on the same business day if Alumni Capital
receives the Purchase Shares and the Purchase Notice by 8:00 a.m., New York time, or on the next business day if Alumni Capital receives
the Purchase Shares and the Purchase Notice after 8:00 a.m., New York time. Within five Business Days after the Purchase Notice Date,
Alumni Capital shall pay to the Company an amount equal to the Purchase Notice Securities multiplied by the Purchase Price (the “Closing
Date”).
“Purchase Price” means with respect
to any Closing Date, the lowest traded price for the common stocks for the five (5) consecutive Business Days immediately prior to such
Closing Date multiplied by 95%.
Effect of Performance of the Purchase Agreement
on our Shareholders
The Offered Shares registered in this offering
that may be issued or sold by us to Alumni Capital under the Purchase Agreement are expected to be freely tradable. The Offered Shares
registered in this offering may be sold until the end of the Commitment Period. The sale by Alumni Capital of a significant number of
common stocks at any given time could cause the market price of our Common Shares to decline and to be highly volatile. Sales of our common
stocks to Alumni Capital, if any, will depend upon market conditions and other factors to be determined by us, in our sole discretion.
We may ultimately decide to sell to Alumni Capital all, some or none of the Offered Shares that may be available for us to sell pursuant
to the Purchase Agreement. If and when we do sell the Offered Shares to Alumni Capital, Alumni Capital may resell all, some or none of
those shares at any time or from time to time in its discretion. Therefore, sales to Alumni Capital by us under the Purchase Agreement
may result in substantial dilution to the interests of our other shareholders. In addition, if we sell a substantial number of the Offered
Shares to Alumni Capital under the Purchase Agreement, or if investors expect that we will do so, the actual sales of Offered Shares or
the mere existence of our arrangement with Alumni Capital may make it more difficult for us to sell equity or equity-related securities
in the future at a time and at a price that we might otherwise wish to effect such sales. However, we have the right to control the timing
and amount of any sales of the Offered Shares to Alumni Capital.
Pursuant to the terms of the Purchase Agreement,
we have the right, but not the obligation, to direct Alumni Capital to purchase up to $6,000,000 in Offered Shares, which is exclusive
of the Commitment Warrants issued to Alumni Capital as consideration for its commitment to purchase the Offered Shares under the Purchase
Agreement. The Purchase Agreement generally prohibits us from issuing or selling to Alumni Capital under the Purchase Agreement any Offered
Shares that, when aggregated with all other Common Shares then beneficially owned by Alumni Capital and its affiliates, would exceed the
Beneficial Ownership Limitation.
Capitalized terms that are not defined herein may have meanings assigned
to them in the Purchase Agreement.
PLAN OF DISTRIBUTION
Pursuant to this prospectus supplement and the
accompanying prospectus, we are offering up to $1,000,000 of the common stocks that may be sold and issued by us directly to Alumni Capital
from time to time until the end of the Commitment Period pursuant to the terms of the Purchase Agreement, subject to the terms and subject
to the conditions set forth therein.
The Purchase Agreement provides that, at any time
until the end of the Commitment Period, and at our sole discretion, we may require Alumni Capital to purchase up to $6,000,000 in our
common stocks. The purchase price per share is based on the lowest traded price for the common stocks for the five (5) consecutive business
days immediately prior to the Closing Date with respect to the Purchase Notice multiplied by 95%. Alumni Capital may not assign its rights
and obligations under the Purchase Agreement. See “Alumni Capital Purchase Agreement” above.
The Offered Shares that we may from time to time
issue to Alumni Capital may be subsequently sold or distributed from time to time by Alumni Capital directly to one or more purchasers
or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related
to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. Any resale of the Offered Shares could
be effected in one or more of the following methods:
| ● | ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers; |
| ● | block trades in which the broker-dealer
will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer
as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in
accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | in transactions through broker-dealers
that agree with Alumni Capital to sell a specified number of such securities at a stipulated price per security; |
| ● | through the writing or settlement
of options, whether through an options exchange or otherwise; |
| ● | a combination of any such methods
of sale; or |
| ● | any other method permitted
pursuant to applicable law. |
In order to comply with the securities laws of
certain states, if applicable, the Offered Shares may be sold through registered or licensed brokers or dealers. In addition, in certain
states, the Offered Shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the
state’s registration or qualification requirement is available and complied with.
Brokers, dealers, underwriters or agents participating
in any distribution of the Offered Shares may receive compensation in the form of commissions, discounts, or concessions from the seller
and/or purchasers of the Common Shares for whom the broker-dealers may act as agent. The compensation paid to a particular broker-dealer
may be less than or in excess of customary commissions. Neither we nor Alumni Capital can presently estimate the amount of compensation
that any agent will receive.
Alumni Capital is an “underwriter”
within the meaning of Section 2(a)(11) of the Securities Act. Alumni Capital has informed us that it will use an unaffiliated broker-dealer
to effectuate all sales, if any, of the common stocks that it may purchase from us pursuant to the Purchase Agreement. Such sales will
be made on Nasdaq at prices and at terms then prevailing or at prices related to the then current market price. Each such unaffiliated
broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. Alumni Capital has informed us that
each such broker-dealer will receive commissions from Alumni Capital that will not exceed customary brokerage commissions.
We know of no existing arrangements between Alumni
Capital and any of our other shareholders, broker, dealer, underwriter, or agent relating to the sale or distribution of the Offered Shares
offered by this prospectus supplement.
We will pay all of our expenses incident to the
registration, offering, and sale of the shares to Alumni Capital.
We have agreed to indemnify Alumni Capital and
certain other persons against certain liabilities in connection with the offering of the Offered Shares, including liabilities arising
under the Securities Act.
Alumni Capital represented to us that at no time
prior to the date of the Purchase Agreement has Alumni Capital or its agents, representatives or affiliates engaged in or effected, in
any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Section 242.200 of Regulation SHO of the U.S.
Exchange Act) of our Common Shares or any hedging transaction which establishes a net short position with respect to the Common Shares
or any other Company securities. Alumni Capital agreed that during the term of the Purchase Agreement, neither it nor its affiliates acting
on its behalf or pursuant to any understanding with it will execute any of the foregoing transactions.
We have advised Alumni Capital that it is required
to comply with Regulation M promulgated under the U.S. Exchange Act. With certain exceptions, Regulation M precludes Alumni Capital, any
affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing or attempting
to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution
of that security. All of the foregoing may affect the marketability of the shares offered by this prospectus supplement.
LEGAL MATTERS
The validity of the issuance of the securities
offered hereby will be passed upon for us by Sichenzia Ross Ference Carmel LLP located in New York, New York.
EXPERTS
WWC, P.C., our independent registered public accounting
firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2024, as
set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement of which
this prospectus forms a part. Friedman LLP, our former independent registered public accounting firm, audited our consolidated financial
statements as of and for the fiscal year ended June 30, 2022, as set forth in their report, which is incorporated by reference in this
prospectus and elsewhere in the registration statement of which this prospectus forms a part. Our consolidated financial statements are
incorporated by reference in reliance on WWC, P.C.’s report for the consolidated financial statements for the fiscal year ended
June 30, 2024 and Friedman LLP’s report for the consolidated financial statements for the fiscal year ended June 30, 2022 given
on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of the registration statement
on Form S-3 that we filed with the Commission under the Securities Act and does not contain all of the information set forth in the
registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference
may not be complete and you should refer to the exhibits that are part of the registration statement or the exhibits to the reports or
other document incorporated into this prospectus for a copy of such contract agreement or other document. Because we are subject to the
information and reporting requirements under the Exchange Act, we file annual, quarterly and current reports, proxy statements and other
information with the Commission. Our filings with the Commission are available to the public over the Commission’s website at www.sec.gov.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports,
and other information that we file with or furnish to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act can also be
accessed free of charge on our website. You may also read and copy any document we file with the SEC at its public reference facility
at 100 F Street, N.E., Washington, D.C., 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C., 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility. In addition, you can
find more information about us on our website at https://treasureglobal.co. Information contained on or accessible through our
website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this
prospectus is an inactive textual reference only.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with it into this prospectus, which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by
reference into this prospectus is deemed to be part of this prospectus, and any information filed with the SEC after the date of this
prospectus will automatically be deemed to update and supersede information contained in this prospectus and any accompanying prospectus
supplement.
The following documents previously filed with
the SEC are incorporated by reference in this prospectus:
|
● |
The Registrant’s Annual Report on Form 10-K for the fiscal year
ended June 30, 2024, filed with the SEC on September 30, 2024; |
|
|
|
|
● |
The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on September 28, 2023; |
|
● |
The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, filed with the SEC on November 14, 2023; |
|
● |
The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023, filed with the SEC on February 14, 2024; |
|
● |
The Registrant’s Current Reports on Form 8-K filed with the SEC
on March 21, 2024, March
15, 2024, March 4,
2024, February 16,
2024, December 21,
2023, December 11,
2023, December 4,
2023, December 1,
2023, November 3,
2023, October 18, 2023, October 18, 2023, October 12,
2023, October 12, 2023, October 4, 2023, August
22, 2023, July 21,
2023, July 10, 2023, June
23, 2023, June 8, 2023, June
5, 2023, May 4, 2023, March
22, 2023,March 1,
2023, March 22, 2023, May 4,
2024, June 5, 2023, June 8, 2024, June 23, 2023, July 10, 2023, July 21, 2023, August 22, 2023, October 4, 2023, October 12, 2023,
October 12, 2023, October 18, 2023, October 18, 2023, November 3,
2023, December 1, 2023, December
4, 2023, December 11,
2023, December 21,
2023, February 16,
2024, March 4, 2024, March
15, 2024, March 21,
2024, March 26, 2024, April
8, 2024, May 28, 2024, May
30, 2024, June 14,
2024, June 14, 2024, June
17, 2024, June 17,
2024, June 25, 2024, July
10, 2024, July 12,
2024, August 9, 2024, August
30, 2024, September 3,
2024, September 9, 2024, September
20, 2024, October 1,
2024 and October 11,
2024 to the extent the information in such report is filed and not furnished; and |
|
● |
The description of the Registrant’s common stock, which is contained in a registration statement on Form 8-A12B filed with the SEC on August 10, 2022, under the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All filings filed by us pursuant to the Exchange
Act after the date of the initial filing of the registration statement of which this prospectus is a part and prior to the effectiveness
of the registration statement shall be deemed to be incorporated by reference into this prospectus.
We also incorporate by reference all additional
documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act that are made after the date of the initial registration statement but prior to the effectiveness of the registration statement and
after the date of this prospectus but prior to the termination of the offering of the securities covered by this prospectus. We are not,
however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities
and Exchange Commission rules.
You should rely only on the information contained
or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing
in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects
may have changed since that date.
Any statement contained in a document incorporated
or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state it has modified or superseded
a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying
or superseding statement is not an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
You may request, and we will provide you with,
a copy of these filings, at no cost, by calling us at (888) 554-8789 or by writing to us at the following address:
Treasure Global Inc
276 5th Avenue, Suite 704 #739
New York, New York 10001
Attn: Carlson Thow, Chief Executive Officer
PROSPECTUS
$100,000,000
Common
Stock
Preferred
Stock
Warrants
Debt
Securities
Units
Treasure
Global Inc
From
time to time, we may offer and sell shares of preferred stock, common stock, debt securities or warrants to purchase preferred stock,
common stock or any combination of these securities, either separately or in units, in one or more offerings in amounts, at prices and
on terms that we will determine at the time of the offering. The debt securities and warrants may be convertible into or exercisable
or exchangeable for preferred stock, common stock or debt securities and the preferred stock may be convertible into or exchangeable
for common stock. The aggregate initial offering price of all securities sold by us under this prospectus will not exceed $100,000,000.
We
may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or
directly to purchasers. The prospectus supplement for each offering of securities will describe in detail the plan of distribution for
that offering. For general information about the distribution of securities offered, please see “Plan of Distribution”
in this prospectus. Each time our securities are offered, we will provide a prospectus supplement containing more specific information
about the particular offering and attach it to this prospectus. The prospectus supplements may also add, update or change information
contained in this prospectus. This prospectus may not be used to offer or sell securities without a prospectus supplement that
includes a description of the method and terms of that offering.
Our common stock is quoted on The Nasdaq Capital Market under the symbol
“TGL.” The last reported sale price of our common stock on The Nasdaq Capital Market on March 21, 2024 was $4.46 per share.
The
aggregate market value of our outstanding common stock held by non-affiliates is $8,972,705.14, based on 1,304,699 shares of outstanding common stock,
of which 807,428 shares are held by non-affiliates, and a share price of $11.1127 per share, which was the closing sale price of our common
stock as quoted on Nasdaq on February 14, 2024. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our
securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long
as our public float remains below $75,000,000. As of the date of this prospectus, we have not offered any securities during the past
twelve months pursuant to General Instruction I.B.6 of Form S-3. You are urged to obtain current market quotations of our common
stock.
If
we decide to seek a listing of any preferred stock, purchase contracts, warrants, subscriptions rights, depositary shares or units offered
by this prospectus, the related prospectus supplement will disclose the exchange or market on which the securities will be listed, if
any, or where we have made an application for listing, if any.
Other
than our common stock, we have not yet determined whether the other securities that may be offered by this prospectus will be listed
on any exchange, interdealer quotation system or over-the-counter market. If we decide to seek the listing of any such securities upon
issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on which those
securities will be listed.
We
are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”), and have elected to comply with certain reduced public company reporting requirements. See
“Summary—Implications of Being an Emerging Growth Company and Smaller Reporting Company.”
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 9 and any risk factors in
our most recent Annual Report on Form 10-K, which is incorporated by reference herein, as well as in any other recently filed quarterly
or current reports and, if any, in the relevant prospectus supplement. We urge you to carefully read this prospectus and the accompanying
prospectus supplement, together with the documents we incorporate by reference, describing the terms of these securities before investing.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is _______________, 2024.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”
or the “Commission”) utilizing a “shelf” registration process. Under this shelf registration process, we may
offer and sell, either individually or in combination, in one or more offerings, any of the securities described in this prospectus,
for total gross proceeds of up to $100,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we offer securities under this prospectus, we will provide a prospectus supplement to this prospectus that will contain more
specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to
you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus
that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in
the documents that we have incorporated by reference into this prospectus.
We
urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized
for use in connection with a specific offering, together with the information incorporated herein by reference as described under the
heading “Incorporation of Documents by Reference,” before investing in any of the securities being offered. You should
rely only on the information contained in, or incorporated by reference into, this prospectus and any applicable prospectus supplement,
along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering.
We have not authorized anyone to provide you with different or additional information. This prospectus is an offer to sell only the securities
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or
any related free writing prospectus, or any sale of a security.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the section entitled
“Where You Can Find Additional Information.”
We
have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained
or incorporated by reference in this prospectus and any accompanying prospectus supplement. You must not rely upon any information or
representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement. This prospectus
and the accompanying prospectus supplement, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities
other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement, if any,
constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and
the accompanying prospectus supplement, if any, is accurate on any date subsequent to the date set forth on the front of such document
or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated
by reference, even though this prospectus and any accompanying prospectus supplement is delivered or securities are sold on a later date.
References
in this prospectus to the terms the “Company,” “Treasure Global,” “TGL,” “we,” “our”
and “us” or other similar terms mean Treasure Global Inc and our subsidiaries, ZCity Sdn Bhd (formerly known as Gem Reward
Sdn Bhd), Morgan Global Sdn. Bhd, AY Food Ventures Sdn. Bhd. and Foodlink Global Sdn Bhd, unless we state otherwise or the context indicates
otherwise.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of 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”). All statements other than statements of historical facts contained in this prospectus
and the documents incorporated by reference herein, including statements regarding our future results of operations and financial position,
business strategy, research and development plans, the anticipated timing, costs, design and conduct of our ongoing and planned research
and development for our products, our ability to commercialize our products and services, the impact of the coronavirus (COVID-19) pandemic
and global geopolitical events, such as the ongoing conflict between Russia and Ukraine and the Middle East conflicts, on our business,
the potential benefits of strategic agreements and our intent to enter into any strategic arrangements, the timing and likelihood of
success, plans and objectives of management for future operations and future results of anticipated product development efforts, are
forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause
our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements. This prospectus and the documents incorporated by reference herein also contain estimates
and other statistical data made by independent parties and by us relating to market size and growth and other data about our industry.
This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition,
projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily
subject to a high degree of uncertainty and risk.
In
some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,”
“could,” “should,” “expect,” “plan,” “anticipate,” “intend,”
“target,” “project,” “contemplates,” “believes,” “estimates,” “predicts,”
“potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements
in this prospectus and the documents incorporated by reference herein are only predictions. We have based these forward-looking statements
largely on our current expectations and projections about future events and financial trends that we believe may affect our business,
financial condition and results of operations. These forward-looking statements speak only as of the date of this prospectus and are
subject to a number of risks, uncertainties and assumptions, which we discuss in greater detail in the documents incorporated by reference
herein, including under the heading “Risk Factors” and elsewhere in this prospectus. The events and circumstances
reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected
in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from
time to time, and it is not possible for management to predict all risk factors and uncertainties. Given these risks and uncertainties,
you should not place undue reliance on these forward-looking statements. Except as required by applicable law, we do not plan to publicly
update or revise any forward-looking statements contained in this prospectus or the documents incorporated by reference herein, whether
as a result of any new information, future events, changed circumstances or otherwise. For all forward-looking statements, we claim the
protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
MARKET,
INDUSTRY AND OTHER DATA
This
prospectus and any applicable prospectus supplement and the documents incorporated by reference herein and therein contain estimates,
projections, market research and other information concerning, among other things, our industry, our business and markets for our products
and services. Unless otherwise expressly stated, we obtain this information from reports, research surveys, studies and similar data
prepared by market research firms and other third parties, industry, technology and general publications, government data and similar
sources as well as from our own internal estimates and research and from publications, research, surveys and studies conducted by third
parties on our behalf. Information that is based on estimates, projections, market research or similar methodologies is inherently subject
to uncertainties and actual events or circumstances may differ materially from events and circumstances that are reflected in this information.
As a result, you are cautioned not to give undue weight to such information.
TRADEMARKS
Solely
for convenience, our trademarks and tradenames referred to in this prospectus may appear without the ® or ™ symbols,
but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our
rights to these trademarks and tradenames. All other trademarks, service marks and trade names included or incorporated by reference
into this prospectus or the accompanying prospectus are the property of their respective owners. We do not intend our use or display
of other companies’ trade names, trademarks or service marks to imply relationships with, or endorsements or sponsorship of us
by, these other companies.
PROSPECTUS
SUMMARY
This
summary highlights selected information from this prospectus and does not contain all of the information that you need to consider in
making your investment decision. You should carefully read the entire prospectus, the applicable prospectus supplement and any related
free writing prospectus, including the risks of investing in our securities discussed under the heading “Risk Factors” contained
in the applicable prospectus supplement and any related free writing prospectus, and under similar headings in the other documents that
are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this
prospectus, including our financial statements and the exhibits to the registration statement of which this prospectus is a part.
Our
Mission
Our
mission is to bring together the worlds of online e-commerce and offline physical retailers; widening consumer choice and rewarding loyalty,
while sustaining and enhancing our earning potential.
Our
Company
We
have created an innovative online-to-offline (“O2O”) e-commerce platform business model offering consumers and merchants
instant rebates and affiliate cashback programs, while providing a seamless e-payment solution with rebates in both e-commerce (i.e.,
online) and physical retailers/merchant (i.e., offline) settings.
Our
proprietary product is an internet application (or “App”) branded “ZCITY App,” which was developed through our
wholly owned subsidiary, ZCity Sdn. Bhd. (formerly known as Gem Reward Sdn. Bhd, name change effected on July 20, 2023) (“ZCITY”).
The ZCITY App was successfully launched in Malaysia in June 2020. ZCITY 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.
Through
simplifying a user’s e-payment gateway experience, as well as by providing great deals, rewards and promotions with every use,
we aim to make the ZCITY App Malaysia’s top reward and payment gateway 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 Southeast Asia and Japan.
As
of March 19, 2024, we had 2,695,549 registered users and 2,026 registered merchants.
Our
Consumer Business
Consumers
in Southeast Asia (“SEA”) have access to a plethora of smart ordering, delivery and “loyalty” websites and apps,
but in our experience, SEA consumers very rarely receive personalized deals based on their purchases and behavior.
The
ZCITY App targets consumers through the provision of personalized deals based on consumers’ purchase history, location and preferences.
Our technology platform allows us to identify the spending trends of our customers (the when, where, why, and how much). We are able
to offer these personalized deals through the application of our proprietary artificial intelligence (“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 audiences. We believe this AI technology is currently a unique
market differentiator for the ZCITY App.
We
operate our ZCITY App on the hashtag: “#RewardsOnRewards.” We believe this branding demonstrates to users the ability to
spend ZCITY App-based Reward Points (or “RP”) and “ZCITY Cash Vouchers” with discount benefits at checkout. Additionally,
users can use RP while they earn rewards from selected e-Wallet or other payment methods.
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 Malaysia’s leading payment gateway, iPay88, for secure and convenient transactions. Users can use our secure platform and
enjoy cashless shopping experiences with rebates when they shop with e-commerce and retail merchants through trusted and leading e-wallet
providers such as Touch’n Go eWallet, Boost eWallet, GrabPay eWallet and credit card/online banking like the “FPX”
(the Malaysian Financial Process Exchange) as well as more traditional providers such as Visa and Mastercard.
Our
ZCITY App also provides the following functions:
|
1. |
Registration
and Account verification |
Users
may register as a ZCITY App user simply, using their mobile device. They can then verify their ZCITY App account by submitting a valid
email address to receive new user “ZCITY Newbie Rewards.”
|
2. |
Geo-location-based
Homepage |
Based
on the users’ location, nearby merchants and exclusive offers are selected and directed to them on their homepage for a smooth,
user-friendly interaction.
Our
ZCITY App is affiliated with more than five local services providers such as Shopee and Lazada. The ZCITY App allows users to enjoy more
rewards when they navigate from the ZCITY App to a partner’s website.
|
4. |
Bill
Payment & Prepaid service |
Users
can access and pay utility bills, such as water, phone, internet and TV bills, while generating instant discounts and rewards points
with each payment.
Users
can purchase their preferred e-Vouchers with instant discounts and rewards points with each checkout.
|
6. |
User
Engagement through Gamification |
Users
can earn daily rewards by playing our ZCITY App minigame “Spin & Win” where they can earn further ZCITY RP, ZCITY e-Vouchers
as well as monthly grand prizes.
ZCITY
has collaborated with the Ministry of Domestic Trade and Cost of Living (KPDN) for the launch of the ‘Payung Rahmah’ program
(“ZCITY RAHMAH Package”). This program offers a comprehensive package of living essential e-vouchers on the ZCITY app for
items such as petrol, food, and bills. ZCITY users will be able to purchase vouchers for these items at reduced prices, thereby assisting
low-income Malaysians and helping to address this societal challenge.
ZCITY
App offers a “Smart F&B” system that provides a one stop solution and digitalization transformation for all registered
Food and Beverage (“F&B”) outlets located in Malaysia. It also allows merchants to easily record transactions with QR
Digital Payment technology, set discounts and execute RP redemptions and rewards online on the ZCITY App.
By
utilizing our CRM analytics software to attract and retain consumers through personalized promotions, we believe that data-driven engagement
can be more efficiently harnessed to generate greater profitability.
Zstore
is ZCITY App’s e-mall service that offers group-buys and instant rebate to users with embedded AI and big data analytics to provide
an express shopping experience. The functionality and benefit of users to use the Zstore can be summarized within the chart below,
which also illustrates some of our key partnerships by category:
Reward
Points. Operating under the hashtag #RewardsOnRewards, we believe the ZCITY App reward points program
encourages users to sign up on the App, as well as increasing user engagement and spending on purchases/repeat purchases and engenders
user loyalty.
Furthermore,
we believe the simplicity of the steps to obtaining Reward Points (or “RP”) is an attractive incentive to user participation
in that participants receive:
| ● | 200
RP for registration as a new user; |
| ● | 100
RP for referral of a new user; |
| ● | Conversion
of Malaysian ringgit spent into RP; |
| ● | 50%
RP of every user paid amount; and |
| ● | 25%
RP of every referred user paid amount as a result of the referral. |
The
key objectives of our RP are:
|
○ |
RP
are offered to users for increased social engagement. |
|
○ |
RP
incentivizes users with every MYR spent in order to increase the spending potential and to build users loyalty. |
|
○ |
Drives
loyalty and greater customer engagement. Every new user onboarded will get 200 RP as welcoming gift. |
|
○ |
Rewards
users with RP when they refer a new user. |
Offline
Merchant
When
using our ZCITY App to make payment to a registered physical merchant, the system will automatically calculate the amount of RP to deduct.
The deducted RP amount is based on the percentage of profit sharing as with the merchant and the available RP of the user.
Online
Merchant
When
using our ZCITY App to pay utility bills or purchase any e-vouchers, our system shows the maximum RP deduction allowed and the user determines
the amount of discount deducted subject to maximum deductions described below and the number of RP owned by such user.
Different
features have different maximum deduction amounts. For example, for bill payments, the maximum deduction is up to 3% of the bill amount.
For e-vouchers, the maximum deduction is up to 5% of the voucher amount.
In
order to increase the spending power of the user, our ZCITY App RP program will credit RP to the user for all MYR paid.
Merchant
Facing Business
At
present, our ZCITY merchants are concentrated in the F&B and lifestyle sectors. Moving forward, we plan to expand our product/service
offering to include grocery stores, convenience stores, “micro-SME” (“small to medium size enterprises”) loan
programs, affiliate programs and advertising agencies.
We
believe that ZCITY’s TAZTE Smart F&B System, launched in the fourth quarter of 2022, provides merchants with a one-stop automated
solution to digitalize their business. It offers an innovative and integrated technology ecosystem that addresses and personalizes each
merchant’s technological needs and aims to be at the forefront of creating a smart consumer experience, thereby eliminating conventional
and outdated standalone point of sale (or “POS”) systems.
TAZTE allows merchants to effortlessly record
transactions with online payment or QR digital payment technology, set discounts and execute RP redemptions and rewards online, all via
our ZCITY App. It utilizes ZCITY App’s CRM analytics software to attract and retain consumers through personalized, data-driven
engagement to generate greater profitability.
TAZTE Smart F&B System also features a ‘Deviceless
Queue System’ that reduces staff headcount and a private domain delivery service that will allow merchants access to multiple dedicated
delivery partners to ensure outstanding delivery service to consumers.
Foodlink
As
we became closer to the F&B industry and increased our understanding, we saw a significant opportunity that would not only support
the distribution of TAZTE, but establish several new revenue streams for us. Our strategic plan is to establish synergies with our technology
solutions by becoming a master licensor of F&B companies in Southeast Asia. We will adopt TAZTE into new restaurants, while also
receiving revenue from monthly licensing fees and start-up fees with little barrier to entry.
Under
the subsidiary named “Foodlink” that TGL has established to house F&B master franchisor activity, the subsidiary will
manage all brand royalties and related IP through lease, ownership or JV agreements; and provide F&B consulting including market
& product optimization as well as supply chain monetization. TAZTE Smart F&B System shall be adopted in Morgan Global and
AY Food Venture licensee holder.
Revenue
Model
ZCITY’s
revenues are generated from a diversified mix of:
| ● | e-commerce
activities for users; |
| ● | services
to merchants to help them grow their businesses; and |
| ● | membership
subscription fees. |
The
revenue streams consist of “Consumer Facing” revenues and “Merchant Facing” revenues.
The
revenue streams can be further categorized as following: (1) product and loyalty program revenue, (2) transaction revenue, and (3) agent
subscription revenue. Please see “Management’s Discussion and Analysis–Revenue Recognition.”
Going
Concern
As
of December 31, 2023, management has determined there is substantial doubt about the Company’s ability to continue as a going concern.
The Company may need to obtain funds to support its working capital, the methods of which include, without limitation, the following:
|
● |
other
available sources of financing (including debt) from Malaysian banks and other financial institutions; and |
|
● |
financial
support and credit guarantee commitments from the Company’s related parties. |
There
can be no assurance that the Company will be successful in securing sufficient funds to sustain its operations.
Recent
Developments
Nasdaq
On March 20, 2024, the Company received a written notice from the staff
of The Nasdaq Stock Market LLC (“Nasdaq”) dated March 20, 2024, notifying the Company that (i) it was not in compliance with
the shareholder approval requirement of Nasdaq Listing Rule 5635(c) (the “Rule”) because on October 11, 2023, the Company
issued restricted shares in the aggregate amount of 1,816,735 in exchange for the cancellation of $321,562.08 of debt, resulting in an
effective price per share of $0.176, 1,057,519 of such shares were issued to Chong Chan Teo, the Company’s Chief Executive Officer
(the “CEO”), and the closing bid price on the day preceding the signing of the binding agreement was $0.192, (ii) the aforementioned
issuance of shares to the CEO were issued at a discount and as such, required shareholder approval under the Rule and (iii) the Company
regained compliance with the Rule on March 13, 2024, when the CEO made a cash payment to the Company to bring the effective price per
share to at least the closing bid price on the day preceding the issuance of the shares.
Software Purchase
We entered into a Software Purchase Agreement (the “Purchase
Agreement”) with Myviko Holding Sdn. Bhd. (“Myviko”), in which Myviko agreed to transfer all rights, title and interest
to us, including without limitation, all computer software and its source code and software licenses in exchange for the issuance of 198,412
shares of common stock (the “Shares”). The Shares were issued on March 13, 2024.
Stock
Split
On
January 5, 2024, our Board of Directors (“Board”) and stockholders approved the adoption of an amendment to our Certificate
of Incorporation, as amended (the “Charter”), to effect a reverse stock split of our issued and outstanding shares of common
stock, par value $0.00001 per share, at a specific ratio ranging from one-for-ten (1:10) and one-for-seventy (1:70). On February 19,
2024, our Board determined that the Split would be completed as a 1-for-70 reverse stock split, reducing the aggregate number of outstanding
shares of Common Stock from 77,439,309 shares to a total of 1,106,276 shares outstanding and filed an amendment to our Charter with the
Secretary of State of Delaware for the 1-for-70 Split on February 22, 2024, effective 12:00 a.m. on February 27, 2024. The number of
authorized shares of our common stock remained unchanged at 150,000,000 shares after the Split. Except for the number of authorized
shares of common stock, all common stock share numbers, option numbers, warrant numbers, other derivative security numbers and exercise
prices appearing in this prospectus have been adjusted to give effect to the Split.
Nasdaq
Hearing Panel Request
On
August 17, 2023, we received a letter from the Nasdaq Listing Qualifications Staff of Nasdaq therein stating that for the 30 consecutive
business day period between July 6, 2023 through August 16, 2023, our common stock had not maintained a minimum closing bid price of
$1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid
Price Rule”). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until
February 13, 2024, to regain compliance with the Bid Price Rule.
To
regain compliance, the closing bid price of our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading
days, unless extended by Nasdaq under Nasdaq Rule 5810(c)(3)(H), prior to February 13, 2024. If we do not regain compliance with the
Bid Price Rule by February 13, 2024, we may be eligible for an additional 180-day period to regain compliance.
On
February 15, 2024, we received a letter from the Nasdaq Listing Qualifications Staff of Nasdaq stating that we have not regained compliance
with the Bid Price Rule and that Nasdaq determined that the common stock will be scheduled for delisting unless we request an appeal
of this determination from the Nasdaq Hearings Panel (the “Panel”).
On February 16, 2024, we submitted a hearing request to the Panel to
appeal Nasdaq’s determination and a compliance plan, which in accordance with Nasdaq rules stays the delisting of the common stock
from Nasdaq pending the Panel’s decision. The hearing was scheduled to occur on April 16, 2024. On March 20, 2024, we received a
letter from the Panel informing us that since our common stock had traded at $1.00 per share or greater for a 10 consecutive business
day period between February 27, 2024 and March 20, 2024, the hearing request was deemed moot. Accordingly, the Panel determined that we
had regained compliance with the Bid Price Rule.
There can be no assurance that we will maintain compliance with the
Bid Price Rule or any of the other Nasdaq continued listing requirements. If the common stock is delisted, it could be more difficult
to buy or sell the common stock or to obtain accurate quotations, and the price of the shares of common stock could suffer a material
decline. Delisting could also impair our ability to raise capital.
VT
Smart Venture
On
December 19, 2023, VT Smart Venture Sdn Bhd (the “Developer”), a company that is in the business of, among other things,
technology services, and us entered into a Software Development Agreement (the “Software Agreement”), in which the Developer
provided application, services and turnkey solutions on software development in various aspects, including customization, software design
layout, creative media platform development, artificial embedded and artificial intelligence related media platform and design in exchange
for USD$1,000,000 worth of common stock or 142,858 shares (post-split) valued at USD $7.00 per share. The term of the Software Agreement
ended on January 19, 2024.
November
2023 Offering
On
November 28, 2023, we entered into an underwriting agreement (the “Underwriting Agreement”) with EF Hutton LLC as the underwriter
(the “EF Hutton”), relating to a firm commitment underwritten public offering (the “November 2023 Offering”)
of (i) 371,629 shares of common stock (post-split) at a public offering price of $7.00 per share of common stock and (ii) 200,000 pre-funded
warrants (the “Pre-Funded Warrants”) (post-split), each with the right to purchase one share of common stock, at a public
offering price of $6.993 per Pre-Funded Warrant, for gross proceeds of $4 million. A registration statement on Form S-1, as amended (File
No. 333-275411), relating to the November 2023 Offering was declared effective by the SEC on November 13, 2023. The November 2023 Offering
was made only by means of a prospectus forming a part of the effective registration statement. In addition, we granted EF Hutton a 45-day
over-allotment option to purchase up to 85,745 additional shares of common stock and/or Pre-Funded Warrants (post-split). The November
2023 Offering closed on November 30, 2023. EF Hutton did not exercise its over-allotment option.
The
net proceeds to us from the November 2023 Offering were approximately $3.6 million, after deducting underwriting discounts and commissions
and the payment of other offering expenses associated with the November 2023 Offering that were payable by us. We paid EF Hutton an underwriting
discount equal to 7.0% of the gross proceeds of the November 2023 Offering and a non-accountable expense fee equal to 1.0% of the gross
proceeds of the November 2023 Offering.
We
used part of the net proceeds of the November 2023 Offering for repayment of convertible debentures issued to YA II PN, Ltd. on December
6, 2023, and intend to use the other part of the net proceeds for general corporate purposes, including working capital.
Issuance
of Common Stock in Repayment of Debt
On
October 30, 2023, we issued 15,108 shares of our common stock (post-split) to our Chief Executive Officer, Chong Chan “Sam”
Teo and 10,846 shares of our common stock (post-split) to our former chief executive officer, Kok Pin “Darren” Tan in repayment
of $187,180 and $134,381 of debt, respectively.
AI
Software License Agreement
On
October 12, 2023, our wholly owned subsidiary, ZCity Sdn Bhd and AI Lab Martech Sdn. Bhd. (the “Licensor”), a company that
provides application, services and turnkey solutions on artificial intelligence (“AI”) in various aspects, including customization,
video production, brand engagement, marketing and content creation, entered into a 12 month License and Service Agreement (the “AI
License Agreement”), in which the Licensor shall provide a non-exclusive, non-transferable, royalty-free license to use and operate
an AI software solutions in exchange for the issuance of 42,044 shares of our common stock (post-split). The AI License Agreement is
renewable for an additional 12 month term. The AI License Agreement may be terminated by any party thereto if the other party materially
breaches any of its terms or if the other party is subject to any form of insolvency administration, ceases to conduct its business or
has a liquidator appointed over any part of its assets.
For
more information about our Company, please refer to other documents that we have filed with the SEC and that are incorporated by reference
into this prospectus, as listed under the heading “Incorporation of Certain Information by Reference.”
Corporate
Information
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 ZCity Sdn Bhd (formerly known as Gem Reward Sdn Bhd), which was established under
the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.
Prior
to March 11, 2021, TGL and ZCITY were separate companies under the common control of Kok Pin “Darren” Tan, which resulted
from Mr. Tan’s prior 100% ownership of TGL and his prior 100% voting and investment control over ZCITY pursuant to the Beneficial
Shareholding Agreements. For a more detailed description of the Beneficial Shareholding Agreements and Mr. Tan’s common control
over TGL and ZCITY see Part I, Item 1. “Business – Corporate Structure.”
On
March 11, 2021, TGL and ZCITY were 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 ZCITY. Pursuant to the Share Swap Agreement, the purchase and sale of
the swap shares was completed on March 11, 2021, but the issuance of the swap shares did not occur until October 27, 2021 when TGL amended
its certificate of incorporation to 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) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no
longer had any control over the ZCITY ordinary shares and (ii) Kok Pin “Darren,” the Initial ZCITY 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 136,129 of his 142,858 shares of TGL
common stock (post-split) to 16 individuals and entities and currently owns less than 5% of our common stock.
Executive
Offices
Our
principal executive offices are located at 276 5th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A,
Taman Perindustrian Pusat Bandar Puchong, 47100 Puchong, Selangor, Malaysia. Our main telephone number is +6012 643 7688. Our corporate
website address is https://treasureglobal.co. Our ZCITY website address is https://zcity.io. The information included on
our websites is not part of this prospectus. All the websites are active. We do not incorporate the information on, or accessible through,
our websites into this prospectus, and you should not consider any information on, or accessible through, our websites as part of this
prospectus.
Implications
of Being an Emerging Growth Company
We
are an “emerging growth company,” as defined in the Jobs Act. We will remain an emerging growth company until the earlier
of (i) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to
an effective registration statement under the Securities Act; (ii) the last day of the fiscal year in which we have total annual gross
revenues of $1.235 billion or more; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous
three years; or (iv) the date on which we are deemed to be a large accelerated filer under applicable SEC rules. We expect that we will
remain an emerging growth company for the foreseeable future, but cannot retain our emerging growth company status indefinitely and will
no longer qualify as an emerging growth company on or before the last day of the fiscal year following the fifth anniversary of the date
of the first sale of our common stock pursuant to an effective registration statement under the Securities Act. For so long as we remain
an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosure requirements that are applicable
to other public companies that are not emerging growth companies.
These
exemptions include:
|
● |
being
permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements,
with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
disclosure; |
|
● |
not
being required to comply with the requirement of auditor attestation of our internal controls over financial reporting; |
|
● |
not
being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory
audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial
statements; |
|
● |
reduced
disclosure obligations regarding executive compensation; and |
|
● |
not
being required to hold a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. |
We
have taken advantage of certain reduced reporting requirements in this prospectus. Accordingly, the information contained herein may
be different than the information you receive from other public companies in which you hold stock.
An
emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for
complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this extended
transition period and, as a result, we will not be required to adopt new or revised accounting standards on the dates on which adoption
of such standards is required for other public reporting companies.
We
are also a “smaller reporting company” as defined in Rule 12b-2 of the Exchange Act, and have elected to take advantage of
certain of the scaled disclosure available for smaller reporting companies.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully
the risks and uncertainties described under this section and the section titled “Risk Factors” contained in the applicable
prospectus supplement, and discussed under the section titled “Risk Factors” contained in our most recent Annual Report
on Form 10-K and in our most recent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings
with the SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus,
and the documents incorporated by reference that we may authorize for use in connection with a specific offering. The risks described
in this section and in these documents are not the only ones we face, but those that we consider being material. There may be other unknown
or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future
results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to
anticipate results or trends in future periods. If any of these risks actually occur, our business, financial condition, results of operations
or cash flow could be harmed. This could cause the trading price of our securities to decline, resulting in a loss of all or part of
your investment. Please also read carefully the section above titled “Cautionary Note Regarding Forward-Looking Statements.”
Risks
Related to Our Business
There
is substantial doubt about our ability to continue as a going concern.
We
have incurred substantial operating losses since our inception. For the year ended June 30, 2023, we had approximately $4.6 million cash
on hand, an accumulated deficit of approximately $31.4 million at June 30, 2023, a net loss of approximately $11.7 million for the year
ended June 30, 2023, and approximately $9.6 million net cash used by operating activities for the year ended June 30, 2023. For the six
month period ended December 31, 2023, we had approximately $1.23 million cash on hand, an accumulated deficit of approximately $34.78 million
at December 31, 2023, a net loss of approximately $3.34 million for the six month period ended December 31, 2023, and approximately $3.1
million net cash used by operating activities for the six month period ended December 31, 2023.
The
accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets
and satisfaction of liabilities in the normal course of business. We anticipate incurring additional losses until such time, if ever,
that we will be able to effectively market our products and services.
Our ability to continue as a going concern is
dependent on our available cash, how well we manage that cash, and our operating requirements. We will need to raise additional capital
to continue as a going concern. Our monthly operating costs may exceed our working capital in the event that we are unable to raise sufficient
funds through a financing transaction at the time we need capital.
If we have insufficient capital to operate our
business under our current business plan, we have contingency plans for our business that include, among other things, the delay of the
introduction of new products and services and a reduction in headcount which is expected to substantially reduce revenue growth and delay
our profitability. It is likely that our implementation of these contingency plans will have a material adverse effect on our business,
results of operations and financial condition. In addition, we will likely need to consider additional cost reduction strategies, which may include, among others,
amending, delaying, limiting, reducing or terminating our development programs, and we may need to seek an in-court or out-of-court restructuring
of our liabilities, including potentially a bankruptcy proceeding, or to substantially reduce or totally cease our operations. In the
event of such restructuring activities, holders of our common stock and other securities will likely suffer a total loss of their investment.
From
time to time, we will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations;
however, there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all. The sale of additional
equity may dilute investors and newly issued shares may contain senior rights and preferences compared to currently outstanding shares
of common stock. Issued debt securities may contain covenants and limit our ability to pay dividends or make other distributions to stockholders.
If we are unable to obtain such additional financing, future operations would need to be scaled back or discontinued.
We
have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase
the risk that we will not be successful.
We
have a limited operating history on which to base an evaluation of our business and prospects. We are subject to all the risks inherent
in a small company seeking to develop, market and distribute new services, particularly companies in evolving markets such as the internet,
technology and payment systems. The likelihood of our success must be considered, in light of the problems, expenses, difficulties, complications
and delays frequently encountered in connection with the development, introduction, marketing and distribution of new products and services
in a competitive environment.
Such
risks for us include, but are not limited to, dependence on the success and acceptance of our services, the ability to attract and retain
a suitable client base and the management of growth. To address these risks, we must, among other things, generate increased demand,
attract a sufficient clientele base, respond to competitive developments, increase the “ZCITY” brand names’ visibility,
successfully introduce new services, attract, retain and motivate qualified personnel and upgrade and enhance our technologies to accommodate
expanded service offerings. In view of the rapidly evolving nature of our business and our limited operating history, we believe that
period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as an indication of
future performance.
We
are therefore subject to many of the risks common to early-stage enterprises, including under-capitalization, cash shortages, limitations
with respect to personnel, financial and other resources and lack of revenues.
If
we fail to raise capital when needed it will have a material adverse effect on our business, financial condition and results of operations.
We
have limited revenue-producing operations and will require the proceeds from our recently concluded offering to execute our full
business plan. We believe the proceeds from our November 2023 offering plus other transactions will be sufficient to cover
our funding needs through the middle of the second calendar quarter of 2024. Further, no assurance can be given if additional
capital is needed as to how much additional capital will be required or that additional financing can be obtained, or if obtainable,
that the terms will be satisfactory to us, or that such financing would not result in a substantial dilution of shareholder
interest. A failure to raise capital when needed would have a material adverse effect on our business, financial condition and
results of operations. In addition, debt and other equity financing may involve a pledge of assets and may be senior to interests of
equity holders. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities
and other financial and operational matters, which may make it more difficult for us to obtain additional capital or to pursue
business opportunities, including potential acquisitions. If adequate funds are not obtained, we may be required to reduce, curtail
or discontinue operations.
None
of our material contracts are long term and if not renewed could have a material adverse effect on our business.
We
have entered into material contracts with a number of companies that directly or indirectly provide the goods and services that appear
on our ZCITY App. The majority of these contracts can be terminated by any party with 30 days’ notice. The contract with iPay88
(the “iPay88 Agreement”), which provides the payment gateway for many of the brands that can be accessed through the ZCITY
App, has no termination clause which means that iPay88 could terminate the iPay88 Agreement without any notice. If one
or more of these contracts were not renewed or were terminated and we were not able to enter into agreements with others that could replace
these services, the ZCITY App could lose material features and in turn we could find it harder to maintain and grow our user base, which
would have a material adverse effect on our business. For a description of these material contracts See “Business—About
ZCITY App.”
We
rely on email, internet search engines and application marketplaces to drive traffic to our ZCITY App, certain providers of which offer
products and services that compete directly with our products. If links to our applications and website are not displayed prominently,
traffic to our ZCITY App could decline and our business would be adversely affected.
Email
continues to be a verification source of organic traffic for us. If email providers or internet service providers implement new or more
restrictive email or content delivery or accessibility policies, including with respect to net neutrality, it may become more difficult
to deliver emails to our users or for user verification process. For example, certain email providers, including Google, categorize our
emails as “promotional,” and these emails are directed to an alternate, and less readily accessible, section of a users’
inbox. If email providers materially limit or halt the delivery of our emails, or if we fail to deliver emails to users in a manner compatible
with email providers’ email handling or authentication technologies, our ability to contact users through email could be significantly
restricted. In addition, if we are placed on “spam” lists or lists of entities that have been involved in sending unwanted,
unsolicited emails, marketing campaigns and business updates could be substantially harmed.
We
rely heavily on Internet search engines, such as Google, to drive traffic to our ZCITY App through their unpaid search results and on
application marketplaces to drive downloads of our applications. Although search results and application marketplaces have allowed us
to attract a large audience with low organic traffic acquisition costs to date, if they fail to drive sufficient traffic to our ZCITY
App, we may need to increase our marketing spend to acquire additional traffic. We cannot assure you that the value we ultimately derive
from any such additional traffic would exceed the cost of acquisition, and any increase in marketing expense may in turn harm our operating
results.
The
amount of traffic we attract from search engines is due in large part to how and where information from and links to our website are
displayed on search engine result pages. The display, including rankings, of unpaid search results can be affected by a number of factors,
many of which are not in our direct control, and may change frequently. Search engines have made changes in the past to their ranking
algorithms, methodologies and design layouts that may have reduced the prominence of links to our ZCITY App and negatively impacted our
traffic, and we expect they will continue to make such changes from time to time in the future. Similarly, marketplace operators may
make changes to their marketplaces that make access to our products more difficult. For example, our applications may receive unfavorable
treatment compared to the promotion and placement of competing applications, such as the order in which they appear within marketplaces.
We
may not know how or otherwise be in a position to influence search results or our treatment in application marketplaces. With respect
to search results in particular, even when search engines announce the details of their methodologies, their parameters may change from
time to time, be poorly defined or be inconsistently interpreted. For example, Google previously announced that the rankings of sites
showing certain types of app install interstitials could be penalized on its mobile search results pages. While we believe the type of
interstitial we currently use is not being penalized, we cannot guarantee that Google will not unexpectedly penalize our app install
interstitials, causing links to our mobile website to be featured less prominently in Google’s mobile search results and harming
traffic to our ZCITY App as a result.
In
some instances, search engine companies and application marketplaces may change their displays or rankings in order to promote their
own competing products or services or the products or services of one or more of our competitors. For example, Google has integrated
its local product offering with certain of its products, including search and maps. The resulting promotion of Google’s own competing
products in its web search results has negatively impacted the search ranking of our website. Because Google in particular is the most
significant source of traffic to our website, accounting for a substantial portion of the visits to our website, our success depends
on our ability to maintain a prominent presence in search results for queries regarding local businesses on Google. As a result, Google’s
promotion of its own competing products, or similar actions by Google in the future that have the effect of reducing our prominence or
ranking on its search results, could have a substantial negative effect on our business and results of operations.
The
ecommerce market is highly competitive and if we do not have sufficient resources to maintain research and development, marketing, sales
and client support efforts on a competitive basis our business could be adversely affected.
The
internet-based ecommerce business is highly competitive and we compete with several different types of companies that offer some form
of user-vendor connection experience, as well as marketing data companies. Certain of these competitors may have greater industry experience
or financial and other resources than us.
To
become and remain competitive, we will require research and development, marketing, sales and client support. We may not have sufficient
resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially
and adversely affect our business, financial condition and results of operations. We intend to differentiate ourselves from competitors
by developing a payments platform that allows consumers and merchants to accept and use bonus points.
The
market for consumer’s lifestyle is rapidly evolving and intensely competitive, and we expect competition to intensify further in
the future. There is no guarantee that any factors that differentiate us from our competitors will give us a market advantage or continue
to be a differentiating factor for us in the foreseeable future. Competitive pressures created by our direct or indirect competitors
could have a material adverse effect on our business, results of operations and financial condition.
The
market for our ZCITY App is new and unproven.
We
were founded in 2020 and ZCITY was founded in 2017 and since our inception have been creating products for the developing and rapidly
evolving market for API-based software platforms, a market that is largely unproven and is subject to a number of inherent risks and
uncertainties. We believe that our future success will depend in large part on the growth, if any, in the market for software platforms
that provide features and functionality to create the entire lifestyle ecosystem. It is difficult to predict customer adoption and renewal
rates, customer demand for our solutions, the size and growth rate of the overall market that our ZCITY App addresses, the entry of competitive
products or the success of existing competitive products. Any expansion of the market our ZCITY App addresses depends upon a number of
factors, including the cost, performance and perceived value associated with such solutions. If the market our ZCITY App addresses does
not achieve significant additional growth or there is a reduction in demand for such solutions caused by a lack of customer acceptance,
technological challenges, competing technologies and products or decreases in corporate spending, it could have a material adverse effect
on our business, results of operations and financial condition.
If
we are unable to expand our systems or develop or acquire technologies to accommodate increased volume or an increased variety of operating
systems, networks and devices broadly used in the marketplace our ZCITY App could be impaired.
We
seek to generate a high volume of traffic and transactions through our technologies. Accordingly, the satisfactory performance, reliability
and availability of our website and platform, processing systems and network infrastructure are critical to our reputation and our ability
to attract and retain large numbers of users who transact sales on our platform through a variety of operating systems, networks and
devices while maintaining adequate customer service levels. Our revenues depend, in substantial way, on the volume of user transactions
that are successfully completed. Any system interruptions that result in the unavailability of our service or reduced customer activity
would ultimately reduce the volume of transactions completed. Interruptions of service may also diminish the attractiveness of our company
and our services. Any substantial increase in the volume of traffic on our ZCITY App, the number of transactions being conducted by customers
or substantial increase in the variety of operating systems, networks or devices that are broadly used in the market will require us
to expand and upgrade our technology, transaction processing systems and network infrastructure. There can be no assurance that we will
be able to accurately project the rate or timing of increases, if any, in the use of the ZCITY App or timely expand and upgrade our systems
and infrastructure to accommodate such increases or increases in the variety of operating systems, networks or devices in a timely manner.
Any failure to expand or upgrade our systems could have a material adverse effect on our business, results of operations and financial
condition.
We
use internally developed systems to operate our service and for transaction processing. We must continually enhance and improve these
systems in order to accommodate the level of use of our products and services and increase our security. Furthermore, in the future,
we may add new features and functionality to our services that would result in the need to develop or license additional technologies.
Our inability to add new software and hardware to develop and further upgrade our existing technology, transaction processing systems
or network infrastructure to accommodate increased traffic on our platforms or increased transaction volume through our processing systems
or to accommodate new operating systems, networks or devices broadly used in the marketplace or to provide new features or functionality
may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, impaired quality of the
user’s experience on our service, and delays in reporting accurate financial information. There can be no assurance that we will
be able in a timely manner to effectively upgrade and expand our systems or to integrate smoothly any newly developed or purchased technologies
with our existing systems. Any inability to do so would have a material adverse effect on our business, results of operations and financial
condition.
As
we increase our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or
interference with these platforms could adversely affect our financial condition and results of operations.
We
rely on cloud-based applications and platforms for critical business functions. We also are migrating a significant portion of our computing
infrastructure to third party hosted cloud-based computing platforms. If we are not able to complete this migration on our expected timeline,
we could incur additional costs. Further, these migrations can be risky and may cause disruptions to the availability of our products
due to service outages, downtime or other unforeseen issues that could increase our costs. We also may be subject to additional risk
of cybersecurity breaches or other improper access to our data or confidential information during or following migrations to cloud-based
computing platforms. In addition, cloud computing services may operate differently than anticipated when introduced or when new versions
or enhancements are released. As we increase our reliance on cloud-based computing services, our exposure to damage from service interruptions
may increase. In the event any such issues arise; it may be difficult for us to switch our operations from our primary cloud-based providers
to alternative providers. Further, any such transition could involve significant time and expense and could negatively impact our ability
to deliver our products and services, which could harm our financial condition and results of operations.
Our
failure to successfully market our ZCITY App could result in adverse financial consequences.
We
believe that continuing to strengthen our ZCITY App is critical to achieving our widespread acceptance, particularly in light of the
competitive nature of our market. Promoting and positioning our ZCITY App will depend largely on the success of our marketing efforts
and our ability to provide high quality services. In order to promote our ZCITY App, we will need to increase our marketing budget and
otherwise increase our financial commitment to creating and maintaining brand loyalty among users. There can be no assurance that ZCITY
App promotion activities will yield increased revenues or that any such revenues would offset the expenses incurred by us in building
our ZCITY App. Further, there can be no assurance that any new users attracted to us will conduct transactions over the ZCITY App on
a regular basis. If we fail to promote and maintain our brand or incur substantial expenses in an attempt to promote and maintain our
brand or if our existing or future strategic relationships fail to promote the ZCITY App or increase awareness, our business, results
of operations and financial condition would be materially adversely affected.
We
may not be able to successfully develop and promote new products or services which could result in adverse financial consequences.
We
plan to expand our operations by developing and promoting new or complementary services, products or transaction formats or expanding
the breadth and depth of services. There can be no assurance that we will be able to expand our operations in a cost-effective or timely
manner or that any such efforts will maintain or increase overall market acceptance. Furthermore, any new business or service launched
by us that is not favorably received by consumers could damage our reputation and diminish the value of our brand. Expansion of our operations
in this manner would also require significant additional expenses and development, operations and other resources and would strain our
management, financial and operational resources. The lack of market acceptance of such services or our inability to generate satisfactory
revenues from such expanded services to offset their cost could have a material adverse effect on our business, results of operations
and financial condition.
In
addition, if we are unable to keep up with changes in technology and new hardware, software and services offerings, for example, by providing
the appropriate training to out account managers, sales technology specialists, engineers and consultants to enable them to effectively
sell and deliver such new offerings to customers, our business, results of operations or financial condition could be adversely affected.
A
decline in the demand for goods and services of the merchants included in the ZCITY App could result in adverse financial consequences.
We
expect to derive most of our revenues from fees from successfully completed transactions on our consumer facing platforms. Our future
revenues will depend upon continued demand for the types of goods and services that are offered by the merchants that are included on
such platforms. Any decline in demand for the goods offered through our services as a result of changes in consumer trends could have
a material adverse effect on our business, results of operations and financial condition.
The
effective operation of our platform is dependent on technical infrastructure and certain third-party service providers.
Our
ability to attract, retain and serve customers is dependent upon the reliable performance of our ZCITY App and the underlying technical
infrastructure. We may fail to effectively scale and grow our technical infrastructure to accommodate these increased demands. In addition,
our business will be reliant upon third party partners such as financial service providers and cash-out providers, payment terminals
and equipment providers. Any disruption or failure in the services from third party partners used to facilitate our business could harm
our business. Any financial or other difficulties these partners face may adversely affect our business, and we exercise little control
over these partners, which increases vulnerability to problems with the services they provide.
There
is no assurance that we will be profitable.
There
is no assurance that we will earn profits in the future or that profitability will be sustained. There is no assurance that future revenues
will be sufficient to generate the funds required to continue our business development and marketing activities. If we do not have sufficient
capital to fund our operations, we may be required to reduce our sales and marketing efforts or forego certain business opportunities.
We
could lose the right to the use of our domain names.
We
have registered domain names for our website that we use in our business. If we lose the ability to use a domain name, whether due to
trademark claims, failure to renew the applicable registration, or any other cause, we may be forced to market our products under a new
domain name, which could cause us substantial harm, or to incur significant expense in order to purchase rights to the domain name in
question. In addition, our competitors and others could attempt to capitalize on our brand recognition by using domain names similar
to ours, especially in light of our expected expansion in SEA countries and East Asia. Domain names similar to ours may be registered
in the United States and elsewhere. We may be unable to prevent third parties from acquiring and using domain names that infringe on,
are similar to, or otherwise decrease the value of our brand or our trademarks or service marks. Protecting and enforcing our rights
in our domain names may require litigation, which could result in substantial costs and diversion of management’s attention.
We
may be required to expend resources to protect ZCITY App information or we may be unable to launch our services.
From
time to time, other companies may copy information from our ZCITY App, through website scraping, robots or other means, and publish or
aggregate it with other information for their own benefit. We have no assurance other companies will not copy, publish or aggregate content
from our ZCITY App in the future. When third parties copy, publish or aggregate content from our ZCITY App, it makes them more competitive,
and decreases the likelihood that consumers will visit our website or use our mobile app to find the information they seek, which could
negatively affect our business, results of operations and financial condition. We may not be able to detect such third-party conduct
in a timely manner and, even if we could, we may not be able to prevent it. In some cases, particularly in the case of websites operating
outside of the United States, our available remedies may be inadequate to protect us against such practices. In addition, we may be required
to expend significant financial or other resources to successfully enforce our rights.
Breaches
of our online commerce security could occur and could have an adverse effect on our reputation.
A
significant barrier to online commerce and communications is the secure transmission of confidential information over public networks.
There can be no assurance that advances in computer capabilities, new discoveries in the field of cryptography and cybersecurity or other
events or developments will not result in a compromise or breach of the technology used by us to protect customer transaction data. If
any such compromise of our security were to occur, it could have a material adverse effect on our reputation and, therefore, on our business,
results of operations and financial condition. Furthermore, a party who is able to circumvent our security measures could misappropriate
proprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resources
to protect against such security breaches or to alleviate problems caused by such breaches. Concerns over the security of transactions
conducted on the Internet and other online services and the privacy of users may also inhibit the growth of the Internet and other online
services generally, and the Web in particular, especially as a means of conducting commercial transactions. To the extent that our activities
involve the storage and transmission of proprietary information, security breaches could damage our reputation and expose us to a risk
of loss or litigation and possible liability. There can be no assurance that our security measures will prevent security breaches or
that failure to prevent such security breaches will not have a material adverse effect on our business, results of operations and financial
condition.
We
may not have the ability to manage our growth.
We
anticipate that significant expansion will be required to address potential growth in our customer base and market opportunities. Our
anticipated expansion is expected to place a significant strain on our management, operational and financial resources. To manage any
material growth of our operations and personnel, we may be required to improve existing operational and financial systems, procedures
and controls and to expand, train and manage our employee base. There can be no assurance that our planned personnel, systems, procedures
and controls will be adequate to support our future operations, that management will be able to hire, train, retain, motivate and manage
required personnel or that our management will be able to successfully identify, manage and exploit existing and potential market opportunities.
If we are unable to manage growth effectively, our business, prospects, financial condition and results of operations may be materially
adversely affected.
We
rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our
business could be harmed.
We
are, and will be, heavily dependent on the skill, acumen and services of our management and other employees. Our future success depends
on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are
in high demand, and we may incur significant costs to attract them. In addition, the loss of any of our senior management or key employees
could materially adversely affect our ability to execute our business plan, and we may not be able to find adequate replacements. All
of our officers and employees are at-will employees, which means they may terminate their employment relationship with us at any time,
and their knowledge of our business and industry would be extremely difficult to replace. We cannot ensure that we will be able to retain
the services of any members of our senior management or other key employees. If we do not succeed in attracting well-qualified employees
or retaining and motivating existing employees, our business could be harmed.
Illegal
use of our ZCITY App could result in adverse consequences to us.
Despite
measures we will implement to detect and prevent identify theft or other fraud, our ZCITY App remains susceptible to potentially illegal
or improper uses. Despite measures we will take to detect and lessen the risk of this kind of conduct, we cannot assure that these measures
will succeed. Our business could suffer if customers use the ZCITY App for illegal or improper purposes.
If
merchants on our ZCITY App are operating illegally, we could be subject to civil and criminal lawsuits, administrative action and prosecution
for, among other things, money laundering or for aiding and abetting violations of law. We would lose the revenues associated with these
accounts and could be subject to material penalties and fines, both of which would seriously harm our business.
We
are subject to certain risks by virtue of our international operations.
We
operate and expand internationally. We expect to expand our international operations significantly by accessing new markets abroad and
expanding our offerings in new languages: not less than all languages in SEA countries and Japan. Our platform is now available in English
and several other languages. However, we may have difficulty modifying our technology and content for use in non-English-speaking markets
or fostering new communities in non-English-speaking markets. Our ability to manage our business and conduct our operations internationally
requires considerable management attention and resources, and is subject to the particular challenges of supporting a rapidly growing
business in an environment of multiple languages, cultures, customs, legal systems, alternative dispute systems, regulatory systems and
commercial infrastructures. Furthermore, in most international markets, we would not be the first entrant, and our competitors may be
better positioned than we are to succeed. Expanding internationally may subject us to risks that we have either not faced before or increase
our exposure to risks that we currently face, including risks associated with:
|
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recruiting and retaining
qualified, multi-lingual employees, including customer support personnel; |
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increased competition from
local websites and guides and potential preferences by local populations for local providers; |
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compliance with applicable
foreign laws and regulations, including different privacy, censorship and liability standards and regulations and different intellectual
property laws; |
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providing solutions in
different languages for different cultures, which may require that we modify our solutions and features to ensure that they are culturally
relevant in different countries; |
|
● |
the enforceability of our
intellectual property rights; |
|
● |
credit risk and higher
levels of payment fraud; |
|
● |
compliance with anti-bribery
laws; |
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currency exchange rate
fluctuations; |
|
● |
foreign exchange controls
that might prevent us from repatriating cash earned outside the United States; |
|
● |
political and economic
instability in some countries; |
|
● |
double taxation of our
international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign
jurisdictions in which we operate; and |
|
● |
higher costs of doing business
internationally. |
We
do not have liability business interruption, litigation or natural disaster insurance.
We
do not have any business liability, disruption insurance or any other forms of insurance coverage for our operations in Malaysia because
our business is still in planning and early stage. Any potential liability, business interruption, litigation or natural disaster may
result in our business incurring substantial costs and the diversion of resources.
The
economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects.
Our
business and prospects depend on the continuing development of the economy in Malaysia. We cannot assure you that the Malaysian economy
will continue to grow at the same pace as in the past. Economic growth is determined by countless factors, and it is extremely difficult
to predict with any level of absolute certainty. In the event that the Malaysian economy suffers, demand for the services and/or products
of our wholly owned subsidiaries may diminish, which would in turn result in decreased likelihood of profitability. This could in turn
result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an investment
in our Company.
We
face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able
to conduct in Malaysia and the profitability of such business.
Policies
of the Malaysian government can have significant effects on the economic conditions of Malaysia. A change in policies by the Malaysian
government could adversely affect our interests by, among other factors: changes in laws, regulations or the interpretation thereof,
confiscatory taxation, restrictions on currency conversion, imports or sources of supplies or the expropriation or nationalization of
private enterprises. We cannot assure you that the government will continue to pursue current policies or that such policies may not
be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting
Malaysia’s political, economic and social environment.
We
are subject to foreign exchange control policies in Malaysia.
The
ability of our subsidiaries to pay dividends or make other payments to us may be restricted by the foreign exchange control policies
in the countries where we operate. For example, there are foreign exchange policies in Malaysia which support the monitoring of capital
flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered
by the Foreign Exchange Administration, an arm of Bank Negara Malaysia (“BNM”), the central bank of Malaysia. The foreign
exchange policies monitor and regulate both residents and non-residents. Under the current Foreign Exchange Administration rules issued
by BNM, non-residents are free to repatriate any amount of funds from Malaysia in foreign currency other than the currency of Israel
at any time (subject to limited exceptions), including capital, divestment proceeds, profits, dividends, rental, fees and interest arising
from investment in Malaysia, subject to any withholding tax. In the event BNM or any other country where we operate introduces any restrictions
in the future, we may be affected in our ability to repatriate dividends or other payments from our subsidiaries in Malaysia or in such
other countries. Since we are a holding company and rely principally on dividends and other payments from our subsidiaries for our cash
requirements, any restrictions on such dividends or other payments could materially and adversely affect our liquidity, financial condition
and results of operations.
Malaysia
is experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy
and inflation that could lead to a significant decrease in our profitability.
While
the Malaysian economy has experienced rapid growth over the last two decades, they have also experienced inflationary pressures. As governments
take steps to address inflationary pressures, there may be significant changes in the availability of bank credits, interest rates, limitations
on loans, restrictions on currency conversions and foreign investment. There also may be imposition of price controls. If our revenues
rise at a rate that is insufficient to compensate for the rise in our costs, it may have an adverse effect on our profitability. If these
or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth, which
may harm our business, financial condition and results of operations.
If
inflation increases significantly in SEA countries, our business, results of operations, financial condition and prospects could be materially
and adversely affected.
Should
inflation in SEA countries, including Malaysia, increase significantly, our costs, including our staff costs are expected to increase.
Furthermore, high inflation rates could have an adverse effect on the countries’ economic growth, business climate and dampen consumer
purchasing power. As a result, a high inflation rate in SEA countries, including Malaysia, could materially and adversely affect our
business, results of operations, financial condition and prospects.
Any
potential disruption in and other risks relating to our merchants’ supply chain could increase the costs of their products or services
to consumers, potentially causing consumers to limit their spending or seek products or services from alternative businesses that may
not be registered as a merchant with us, which may ultimately affect the total number of users using our platform and harm our business,
financial condition and results of operations.
Our
offline and online merchants obtain their products, or the raw materials comprised of their products or used in their services, from
manufacturers and distributors located around the world, and may have entered into long-term contracts or exclusive agreements that would
ensure their ability to acquire the types and quantities of products or raw materials they desire at acceptable prices and in a timely
manner. Any potential disruption in and other risks relating to the offline or online merchants’ supply chain as a result of the
COVID-19 pandemic or Russia’s invasion of Ukraine and the Middle East conflicts, could increase the costs of their products or
services to consumers, potentially causing consumers to limit their spending or seek products or services from alternative businesses
that may not be registered as a merchant with us, which may ultimately affect the total number of users using our platform and harm our
business, financial condition and results of operations.
Our
business will be exposed to foreign exchange risk.
We
derive most of our revenue from the operations of our ZCITY App in Malaysia and expect to derive our revenue from Malaysia, other SEA
countries and Japan in the future. Our functional currencies will by necessity be the currencies of the countries of SEA and Japan. Our
reporting currency is the U.S. dollar. We translate our results of operations using the average exchange rate for the period, unless
the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case
income and expenses are translated at the rate on the dates of the transactions, and we translate our financial position at the period-end
exchange rate. Accordingly, any significant fluctuation between the currencies of countries of SEA and Japan on the one hand and the
U.S. dollar on the other could expose us to foreign exchange risk.
Some
of the currencies of the countries of SEA are not freely convertible. The foreign exchange management regime of many SEA countries has
transitioned from a system of fixed multiple exchange rates controlled by the state banks to a system of flexible exchange rates regulated
largely by market forces, though transfers of currency is regulated and controlled in some countries. A significant depreciation in many
of the currencies of countries of SEA against major foreign currencies may have a material adverse impact on our results of operations
and financial condition because our reporting currency is the U.S. dollar. There can be no assurance, that the governments will continue
to relax their foreign exchange regulations, that they will maintain the same foreign exchange policy or that there will be sufficient
foreign currency available in the market for currency conversions. If, in the future, the regulations restrict our ability to convert
local currencies or there is insufficient foreign currency available in the market, we may be unable to meet any foreign currency payment
obligations.
Fluctuations
in exchange rates in the Malaysian Ringgit (“RM”) could adversely affect our business and the value of our securities.
The
value of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s
political and economic conditions. The value of our common stock will be indirectly affected by the foreign exchange rate between U.S.
dollars and RM and between those currencies and other currencies in which our revenue may be denominated. Appreciation or depreciation
in the value of the RM relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect
to any underlying change in our business or results of operations. As we rely entirely on revenues earned in Malaysia, any significant
revaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that
we need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against
the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on our
business, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purpose
of making dividend payments on our common stock or for other business purposes and the U.S. dollar appreciates against the RM, the U.S.
dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets
could result in a change to our operations and a reduction in the value of these assets.
Geopolitical
conditions, including acts of war or terrorism or unrest in the regions in which we operate could adversely affect our business.
Most
of our operations and business activities are conducted in Malaysia, whose economy and legal system remain susceptible to risks associated
with an emerging economy and which is subject to higher geopolitical risks than developed countries. Social and political unrest could
give rise to various risks, such as loss of employment and safety and security risks to persons and property. Additionally, our operations
could be disrupted by acts of war, terrorist activity or other similar events, including the current or anticipated impact of military
conflict and related sanctions imposed on Russia, Belarus and certain individuals and entities connected to Russian or Belarusian political,
business, and financial organizations by the United States and other countries due to Russia’s invasion of Ukraine in February
2022 and the Israel-Hamas war in October 2023. It is not possible to predict the broader consequences of the conflicts, including related
geopolitical tensions, and the measures and retaliatory actions taken by the U.S. and other countries in respect thereof and with regard
to the Russia-Ukraine war, any counter measures or retaliatory actions by Russia or Belarus in response, including, for example, potential
cyberattacks or the disruption of energy exports. The Russia-Ukraine and Israel-Hamas wars are likely to cause regional instability and
geopolitical shifts and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy.
Any such event may in turn have a material and adverse effect on our business, results of operations and financial position.
Because
our principal assets are located outside of the United States and all of our directors and officers reside outside of the United States,
it may be difficult for you to enforce your rights based on U.S. Federal Securities Laws against us and our officers and directors or
to enforce a judgment of a United States court against us or our officers and directors.
All
of our directors and officers reside outside of the United States. In addition, substantially all of our assets are located outside of
the United States. It may therefore be difficult for investors in the United States to enforce their legal rights based on the civil
liability provisions of the U.S. federal securities laws against us in the courts of either the U.S. or Malaysia and, even if civil judgments
are obtained in U.S. courts, to enforce such judgments in Malaysian courts.
Our
failure to maintain effective internal controls over financial reporting could have an adverse impact on us.
We
are required to establish and maintain appropriate internal controls over financial reporting. Failure to establish those controls, or
any failure of those controls once established, could adversely impact our public disclosures regarding our business, financial condition
or results of operations. In addition, management’s assessment of internal controls over financial reporting may identify weaknesses
and conditions that need to be addressed in our internal controls over financial reporting or other matters that may raise concerns for
investors. Any actual or perceived weaknesses and conditions that need to be addressed in our internal control over financial reporting,
disclosure of management’s assessment of our internal controls over financial reporting or disclosure of our public accounting
firm’s attestation to or report on management’s assessment of our internal controls over financial reporting may have an
adverse impact on the price of our common stock.
In
preparing our consolidated financial statements as of and for the year ended June 30, 2023, we and our independent registered public
accounting firms identified two material weaknesses and other control deficiencies including significant deficiencies in our internal
control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board. A “material
weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented
or detected on a timely basis.
The
material weaknesses identified included the following: (1) inadequate U.S. GAAP expertise. The current accounting staff is inexperienced
in applying U.S.GAAP standard as they are primarily engaged in ensuring compliance with International Financial Reporting Standards (“IFRS”)
accounting and reporting requirement for our consolidated operating entities, and thus require substantial training. The current staff’s
accounting skills and understanding as to how to fulfill the requirements of U.S. GAAP-based reporting, including subsidiary financial
statements consolidation, are inadequate; and (2) inadequate internal audit function. We lack of a functional internal audit department
or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures
in internal audit function to ensure that our policies and procedures have been carried out as planned.
Following
the identification of the material weaknesses and control deficiencies, we plan to take remedial measures including (i) hiring more qualified
accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function
and to set up a financial and system control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting
training programs for our accounting and financial reporting personnel; (iii) establishing internal audit function by engaging an external
consulting firm to assist us with assessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control;
and (iv) strengthening corporate governance. However, the implementation of these measures may not fully address the material weaknesses
in our internal control over financial reporting. Our failure to correct the material weaknesses or our failure to discover and address
any other material weaknesses or control deficiencies could result in inaccuracies in our consolidated financial statements and could
also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.
As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our common stocks,
may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability
to prevent fraud.
A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and
the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, no system of controls
can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent
limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error
or mistake. Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management
override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Overtime, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may
deteriorate. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may
not be detected.
If
we fail to have effective controls and procedures for financial reporting in place, we could be unable to provide timely and accurate
financial information which could result in an investigation by the SEC and civil or criminal sanctions; investors losing confidence
in the accuracy of our periodic reports filed under the Exchange Act; and a decline in our stock price.
We
are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable
to emerging growth companies will make our common stock less attractive to investors.
We
are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various
reporting requirements that are not applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,
reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the
requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments
not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.
If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and
our stock price may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying with
new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We have chosen to take advantage of the extended transition
period for complying with new or revised accounting standards.
We
will remain an “emerging growth company” until the last day of the fiscal year following the fifth anniversary of the date
of the first sale of our common stock pursuant to an effective registration statement under the Securities Act, although we will lose
that status sooner if our revenues exceed $1.235 billion, if we issue more than $1 billion in non-convertible debt in a three year period,
or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last day of our most recently
completed second fiscal quarter.
The
elimination of personal liability against our directors and officers under Delaware law and the existence of indemnification rights held
by our directors, officers and employees may result in substantial expenses.
Our
certificate of incorporation, as amended (“Certificate of Incorporation”), eliminates the personal liability of our directors
and officers to us and our stockholders for damages for breach of fiduciary duty as a director or officer to the extent permissible under
Delaware law. Further, our bylaws (“Bylaws”) provide that we are obligated to indemnify each of our directors or officers
to the fullest extent authorized by the Delaware law and, subject to certain conditions, advance the expenses incurred by any director
or officer in defending any action, suit or proceeding prior to its final disposition. Those indemnification obligations could expose
us to substantial expenditures to cover the cost of settlement or damage awards against our directors or officers, which we may be unable
to afford. Further, those provisions and resulting costs may discourage us or our stockholders from bringing a lawsuit against any of
our current or former directors or officers for breaches of their fiduciary duties, even if such actions might otherwise benefit our
stockholders.
We
have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to
the value of our stock.
We
have never paid cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable
future. We currently intend to retain any future earnings to support the development of our business and do not anticipate paying cash
dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our Board after taking into account
various factors, including, but not limited to, our financial condition, operating results, cash needs, growth plans and the terms of
any credit agreements that we may be a party to at the time. In addition, our ability to pay dividends on our common stock may be limited
by Delaware state law. Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur,
as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.
Regulatory
Risks
Failure
to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose
customers or otherwise harm our business.
Our
business is subject to regulation by various governmental agencies in Malaysia, including agencies responsible for monitoring and enforcing
compliance with various legal obligations, such as privacy and data protection-related laws and regulations, intellectual property laws,
employment and labor laws, workplace safety, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws,
and tax laws and regulations. These laws and regulations impose added costs on our business. Non-compliance with applicable regulations
or requirements could subject us to:
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investigations, enforcement
actions, and sanctions; |
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mandatory changes to our
network and products; |
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disgorgement of profits,
fines, and damages; |
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civil and criminal penalties
or injunctions; |
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claims for damages by our
customers or channel partners; |
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termination of contracts; |
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failure
to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations;
and |
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temporary
or permanent debarment from sales to public service organizations. |
If
any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, results of
operations and financial condition could be adversely affected. In addition, responding to any action will likely result in a significant
diversion of our management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could
materially harm our business, results of operations and financial condition.
Any
reviews by regulatory agencies or legislatures may result in substantial regulatory fines, changes to our business practices and other
penalties, which could negatively affect our business and results of operations. Changes in social, political and regulatory conditions
or in laws and policies governing a wide range of topics may cause us to change our business practices. Further, our expansion into a
variety of new fields also could raise a number of new regulatory issues. These factors could negatively affect our business and results
of operations in material ways.
Moreover,
we are exposed to the risk of misconduct, errors and failure to functions by our management, employees and parties that we collaborate
with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability
and penalties in relation to noncompliance with applicable laws and regulations, which could harm our reputation and business.
Regulation
of the internet generally could have adverse consequences on our business.
We
are also subject to regulations and laws in Malaysia specifically governing the internet and e-commerce. Existing and future laws and
regulations may impede the growth of the Internet, e-commerce or other online services, and increase the cost of providing online services.
These regulations and laws may cover sweepstakes, taxation, tariffs, user privacy, data protection, pricing, content, copyrights, distribution,
electronic contracts and other communications, consumer protection, broadband residential Internet access and the characteristics and
quality of services. It is not clear how existing laws governing issues such as property ownership, sales, use and other taxes, libel
and personal privacy apply to the internet and e-commerce. Unfavorable resolution of these issues may harm our business and results of
operations.
Privacy
regulations could have adverse consequences on our business.
We
receive, collect, store, process, transfer and use personal information and other user data. There are numerous international laws and
regulations regarding privacy, data protection, information security and the collection, storing, sharing, use, processing, transfer,
disclosure and protection of personal information and other content, the scope of which are changing, subject to differing interpretations,
and may be inconsistent among countries, or conflict with other laws and regulations. We are also subject to the terms of our privacy
policies and obligations to third parties related to privacy, data protection and information security. We strive to comply with applicable
laws, regulations, policies and other legal obligations relating to privacy, data protection and information security to the extent possible.
However, the regulatory framework for privacy and data protection worldwide is, and is likely to remain for the foreseeable future, uncertain
and complex, and it is possible that these or other actual or alleged obligations may be interpreted and applied in a manner that we
do not anticipate or that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Further,
any significant change to applicable laws, regulations, or industry practices regarding the collection, use, retention, security or disclosure
of our users’ data, or their interpretation, or any changes regarding the manner in which the express or implied consent of users
for the collection, use, retention or disclosure of such data must be obtained, could increase our costs and require us to modify our
services and features, possibly in a material manner, which we may be unable to complete, and may limit our ability to store and process
user data or develop new services and features.
We
also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information
security proposed and enacted in various jurisdictions.
Any
failure or perceived failure by us to comply with our posted privacy policies, our privacy-related obligations to users or other third
parties or any other legal obligations or regulatory requirements relating to privacy, data protection or information security may result
in governmental investigations or enforcement actions, litigation, claims or public statements against us by consumer advocacy groups
or others and could result in significant liability, cause our users to lose trust in us, and otherwise have an adverse effect on our
reputation and business. Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations and policies
that are applicable to the businesses of our users may limit the adoption and use of, and reduce the overall demand for, our ZCITY App.
Additionally,
if third parties we work with violate applicable laws, regulations or agreements, such violations may put our users’ data at risk,
could result in governmental investigations or enforcement actions, fines, litigation, claims or public statements against us by consumer
advocacy groups or others and could result in significant liability, cause our users to lose trust in us and otherwise have an adverse
effect on our reputation and business. Further, public scrutiny of or complaints about technology companies or their data handling or
data protection practices, even if unrelated to our business, industry or operations, may lead to increased scrutiny of technology companies,
including us, and may cause government agencies to enact additional regulatory requirements, or to modify their enforcement or investigation
activities, which may increase our costs and risks.
Regulation
of gift cards or “E-vouchers” could have adverse consequences on our business.
Our
platform’s payment system effectively provides our customers with reward points that may or may not be deemed gift certificates,
store gift cards, general-use prepaid cards or other vouchers or “gift cards,” subject to, various laws of multiple jurisdictions.
Many of these laws include specific disclosure requirements and prohibitions or limitations on the use of expiration dates and the imposition
of certain fees. Various companies that provided deal products similar to ours around the world are currently or were defendants in purported
class action lawsuits.
The
application of various other laws and regulations to our products is uncertain. These include laws and regulations pertaining to unclaimed
and abandoned property, partial redemption, revenue-sharing restrictions on certain trade groups and professions, sales and other local
taxes and the sale of alcoholic beverages. In addition, we may become, or be determined to be, subject to United States federal or state
laws or laws in Malaysia or other countries where we operate regulating money transmitters or aimed at preventing money laundering or
terrorist financing, including the Bank Secrecy Act, the USA Patriot Act and other similar future laws or regulations in the United States
and in the applicable SEA or East Asia countries.
If
we become subject to claims or are required to alter our business practices as a result of current or future laws and regulations, our
revenue could decrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associated
with defending any actions related to such additional laws and regulations and any payments of related penalties, fines, judgments or
settlements could harm our business.
The
requirements of being a public company are complex and have increased costs.
As
a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley
Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, and other applicable securities rules and regulations. Compliance
with these rules and regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming
or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly
and current reports with respect to our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we
maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required,
improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources
and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which
could harm our business and operating results. We may need to hire more employees in the future to maintain compliance with these requirements,
which will increase our costs and expenses.
In
addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for
public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations
and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application
in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to
invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative
expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our
efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due
to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.
We
also expect that being a public company and these new rules and regulations will make it more expensive for us to obtain director and
officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
These factors could also make it more difficult for us to attract and retain qualified members of our Board, particularly to serve on
our audit committee and renumeration committee, and qualified executive officers.
As
a result of disclosure of information in this prospectus and in our prior SEC filings, our business and financial condition has become
more visible, which we believe may result in increased threatened or actual litigation, including by competitors and other third parties.
If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation
or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management
and harm our business and operating results.
Failure
to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse
consequences.
We
are required to comply the Malaysia’s anti-corruption laws and the United States Foreign Corrupt Practices Act, which generally
prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining
business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate
system of internal accounting controls. Foreign companies, including some of our competitors, are not subject to these prohibitions.
Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in Malaysia. If our competitors
engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage
in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage.
Although we inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage
in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices,
we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition
and results of operations. In addition, our brand and reputation, our sales activities or the price of our ordinary shares could be adversely
affected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.
Litigation
is costly and time consuming and could have a material adverse effect our business, results or operations and reputation.
We
and/or our directors and officers may be subject to a variety of civil or other legal proceedings, with or without merit. From time to
time in the ordinary course of its business, we may become involved in various legal proceedings, including commercial, employment and
other litigation and claims, as well as governmental and other regulatory investigations and proceedings. Such matters can be time-consuming,
divert management’s attention and resources and cause us to incur significant expenses. Furthermore, because litigation is inherently
unpredictable, the results of any such actions may have a material adverse effect on our business, operating results or financial condition.
Even
if the claims are without merit, the costs associated with defending these types of claims may be substantial, both in terms of time,
money, and management distraction. In particular, patent and other intellectual property litigation may be protracted and expensive,
and the results are difficult to predict and may require us to stop offering certain features, purchase licenses or modify our products
and features while we develop non-infringing substitutes or may result in significant settlement costs.
The
results of litigation and claims to which we may be subject cannot be predicted with certainty. Even if these matters do not result in
litigation or are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary
to litigate or resolve them, could harm our business, results or operations and reputation.
We
face potential liability and expense for legal claims based on the content on our ZCITY App.
We
face potential liability and expense for legal claims relating to the information that we publish on our website and our ZCITY App, including
claims for copyright or trademark infringement, among others. These claims could divert management time and attention away from our business
and result in significant costs to investigate and defend, regardless of the merits of the claims. In some instances, we may elect or
be compelled to remove content or may be forced to pay substantial damages if we are unsuccessful in our efforts to defend against these
claims. If we elect or are compelled to remove valuable content from our website or mobile app, our ZCITY App may become less useful
to consumers and our traffic may decline, which could have a negative impact on our business and financial performance.
Our
intellectual property rights may be inadequate to protect us against others claiming violations of their proprietary rights and the cost
of enforcement could be significant.
The
future success of our business is dependent upon the intellectual property rights surrounding our technology, including trade secrets,
know-how and continuing technological innovation. Although we will seek to protect our proprietary rights, our actions may be inadequate
to protect any proprietary rights or to prevent others from claiming violations of their proprietary rights. There can be no assurance
that other companies are not investigating or developing other technologies that are similar to our technology. In addition, effective
intellectual property protection may be unenforceable or limited in certain countries, and the global nature of the Internet makes it
impossible to control the ultimate designation of our technology. Any of these claims, with or without merit, could subject us to costly
litigation. If the protection of proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties, the
value of our brand and other intangible assets may be diminished. Any of these events could have an adverse effect on our business and
financial results.
Effective
trade secret, copyright, trademark and domain name protection is expensive to develop and maintain, both in terms of initial and ongoing
registration requirements and expenses and the costs of defending our rights. We are seeking to protect our trademarks and domain names
in an increasing number of jurisdictions, a process that is expensive and may not be successful or which we may not pursue in every location.
Litigation may be necessary to enforce our intellectual property rights, protect our respective trade secrets or determine the validity
and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial
costs and diversion of management and technical resources, any of which could adversely affect our business and operating results. We
may incur significant costs in enforcing our trademarks against those who attempt to imitate our brand. If we fail to maintain, protect
and enhance our intellectual property rights, our business and operating results may be harmed.
If
we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed.
In
addition to patent protection, we also rely upon copyright and trade secret protection, as well as non-disclosure agreements and invention
assignment agreements with our employees, consultants and third parties, to protect our confidential and proprietary information. In
addition to contractual measures, we try to protect the confidential nature of our proprietary information using commonly accepted physical
and technological security measures. Such measures may not, for example, in the case of misappropriation of a trade secret by an employee
or third party with authorized access, provide adequate protection for our proprietary information. Our security measures may not prevent
an employee or consultant from misappropriating our trade secrets and providing them to a competitor, and recourse we take against such
misconduct may not provide an adequate remedy to protect our interests fully. Unauthorized parties may also attempt to copy or reverse
engineer certain aspects of our product that we consider proprietary. Enforcing a claim that a party illegally disclosed or misappropriated
a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. Even though we use commonly accepted
security measures, trade secret violations are often a matter of state law, and the criteria for protection of trade secrets can vary
among different jurisdictions. In addition, trade secrets may be independently developed by others in a manner that could prevent legal
recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated,
or if any such information was independently developed by a competitor, our business and competitive position could be harmed.
Third
parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade
secrets.
We
employ individuals who previously worked with other companies, including our competitors or potential competitors. Although we try to
ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be
subject to claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed
intellectual property, including trade secrets or other proprietary information, of a former employer or other third party. Litigation
may be necessary to defend against these claims. If we fail in defending any such claims or settling those claims, in addition to paying
monetary damages or a settlement payment, we may lose valuable intellectual property rights or personnel. Even if we are successful in
defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
Risks
Related to this Offering and Ownership of our Common Stock
We
have a large number of authorized but unissued shares of our common stock which will dilute your ownership position when issued.
Our authorized capital stock consists of 150,000,000 shares of common
stock, of which approximately 148,693,872 remain available for issuance, including shares of common stock issuable upon the exercise of
outstanding warrants. Our management will continue to have broad discretion to issue shares of our common stock in a range of transactions,
including capital-raising transactions, mergers, acquisitions and other transactions, without obtaining stockholder approval, unless stockholder
approval is required under law or, if our common stock is listed on Nasdaq at the time of the transaction, under Nasdaq Rule 5635(b) which
requires stockholder approval for change of control transactions where a stockholder acquires 20% of a Nasdaq-listed company’s common
stock or securities convertible into common stock, calculated on a post-transaction basis. If our management determines to issue shares
of our common stock from the large pool of authorized but unissued shares for any purpose in the future and is not required to obtain
stockholder approval, your ownership position would be diluted without your further ability to vote on that transaction.
Our
common stock may be affected by limited trading volume and price fluctuations, which could adversely impact the value of our common stock.
Our
common stock has experienced and is likely to experience in the future, significant price and volume fluctuations, which could adversely
affect the market prices of our common stock without regard to our operating performance. In addition, we believe that factors such as
quarterly fluctuations in our financial results and changes in the overall economy or the condition of the financial markets could cause
the market prices of our common stock to fluctuate substantially. These fluctuations may also cause short sellers to periodically enter
the market in the belief that we will have poor results in the future. We cannot predict the actions of market participants and, therefore,
can offer no assurances that the market for our common stock will be stable or appreciate over time.
We
currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment
may depend solely on the appreciation of our common stock.
We
currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our
earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development
of our business. Any determination to declare or pay dividends in the future will be at the discretion of our Board, subject to applicable
laws and dependent upon a number of factors, including our earnings, capital requirements and overall financial conditions. In addition,
terms of any future debt or preferred securities may further restrict our ability to pay dividends on our common
stock. Accordingly, your only opportunity to achieve a return on your investment in our common stock may be if the market price of our
common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below,
the price that you pay for such common stock. See “Dividend Policy.”
An
investment in our securities is speculative and there can be no assurance of any return on any such investment.
An
investment in our securities is speculative and there can be no assurance that investors will obtain any return on their investment.
Investors may be subject to substantial risks involved in an investment in the Company, including the risk of losing their entire investment.
We
have broad discretion in the use of the net proceeds of this offering and, despite our efforts, we may use the net proceeds in a manner
that does not increase the value of your investment.
We
intend to use the net proceeds from this offering for general corporate purposes and working capital. However, we have not determined
the specific allocation of the net proceeds among these potential uses. Our management will have broad discretion over the use and investment
of the net proceeds of this offering, and, accordingly, investors in this offering will need to rely upon the judgment of our management
with respect to the use of proceeds, with only limited information concerning our specific intentions. These proceeds could be applied
in ways that do not improve our operating results or increase the value of your investment. Please see the section entitled “Use
of Proceeds” on page 30 of this prospectus or further information.
We
may need, but be unable, to obtain additional funding on satisfactory terms, which could dilute our stockholders or impose burdensome
financial restrictions on our business.
We
have relied upon cash from financing activities and in the future, we hope to rely on revenues generated from operations to fund the
cash requirements of our activities. However, there can be no assurance that we will be able to generate any significant cash from our
operating activities in the future. Future financing may not be available on a timely basis, in sufficient amounts or on terms acceptable
to us, if at all. Any debt financing or other financing of securities senior to the common stock will likely include financial and other
covenants that will restrict our flexibility. Any failure to comply with these covenants would have a material adverse effect on our
business, prospects, financial condition and results of operations because we could lose our existing sources of funding and impair our
ability to secure new sources of funding.
The
requirements of being a public company may strain our resources, divert management’s attention and affect our results of operations.
As
a public company in the United States, we face increased legal, accounting, administrative and other costs and expenses. We are subject
to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002. The Exchange Act requires, among other things,
that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires,
among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. For
example, Section 404 requires that our management report on the effectiveness of our internal controls structure and procedures for financial
reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. If
we fail to maintain compliance under Section 404, or if in the future management determines that our internal control over financial
reporting are not effective as defined under Section 404, we could be subject to sanctions or investigations by Nasdaq, the SEC or other
regulatory authorities. Furthermore, investor perceptions of our Company may suffer, and this could cause a decline in the market price
of our common stock. Any failure of our internal control over financial reporting could have a material adverse effect on our stated
results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm
our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent
auditors. We may need to hire a number of additional employees with public accounting and disclosure experience in order to meet our
ongoing obligations as a public company, particularly if we become fully subject to Section 404 and its auditor attestation requirements,
which will increase costs. We expect these rules and regulations to increase our legal and financial compliance costs and to make some
activities more time consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. A number
of those requirements will require us to carry out activities we have not done previously. Our management team and other personnel will
need to devote a substantial amount of time to new compliance initiatives and to meeting the obligations that are associated with being
a public company, which may divert attention from other business concerns, which could have a material adverse effect on our business,
financial condition and results of operations.
Additionally,
the expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. These increased
costs will require us to divert a significant amount of money that we could otherwise use to develop our business. If we are unable to
satisfy our obligations as a public company, we could be subject to delisting of our common stock, fines, sanctions and other regulatory
action and potentially civil litigation.
New
laws, regulations, and standards relating to corporate governance and public disclosure may create uncertainty for public companies,
increasing legal and financial compliance costs and making some activities more time consuming.
These
laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result,
may evolve over time as new guidance is provided by the courts and other bodies. This could result in continuing uncertainty regarding
compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. If our efforts to comply
with new laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related
to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely
affected.
As
a public company subject to these rules and regulations, we may find it more expensive for us to obtain director and officer liability
insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could
also make it more difficult in the future for us to attract and retain qualified members of our Board, particularly to serve on its audit
committee and compensation committee, and qualified executive officers.
If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline.
The
trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about
us or our business. Several analysts may cover our stock. If one or more of those analysts downgrade our stock or publish inaccurate
or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts cease coverage of
our Company or fail to publish reports on us regularly, demand for our stock could decrease, which might cause our stock price and trading
volume to decline.
We
may not be able to continue to satisfy listing requirements of Nasdaq to maintain a listing of our common stock.
Our
common stock is currently listed on Nasdaq and we must meet certain financial and liquidity criteria to maintain such listing. If we
violate the maintenance requirements for continued listing of our common stock, our common stock may be delisted.
On August 17, 2023, we received a letter from
the Nasdaq Listing Qualifications Staff of Nasdaq therein stating that for the 30 consecutive business day period between July 6, 2023
through August 16, 2023, our common stock had not maintained a minimum closing bid price of $1.00 per share required for continued listing
on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). Pursuant to Nasdaq Listing
Rule 5810(c)(3)(A), we were provided an initial period of 180 calendar days, or until February 13, 2024, to regain compliance with the
Bid Price Rule.
To regain compliance, the closing bid price of
our common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days, unless extended by Nasdaq under Nasdaq
Rule 5810(c)(3)(H), prior to February 13, 2024. If we do not regain compliance with the Bid Price Rule by February 13, 2024, we may be
eligible for an additional 180-day period to regain compliance.
On February 15, 2024, we received a letter from
the Nasdaq Listing Qualifications Staff of Nasdaq stating that we have not regained compliance with the Bid Price Rule and that Nasdaq
determined that the common stock will be scheduled for delisting unless we request an appeal of this determination from the Nasdaq Hearings
Panel (the “Panel”).
On February 16, 2024, we submitted a hearing request
to the Panel to appeal Nasdaq’s determination and a compliance plan, which in accordance with Nasdaq rules stays the delisting of
the common stock from Nasdaq pending the Panel’s decision. The hearing was scheduled to occur on April 16, 2024. On March 20, 2024,
we received a letter from the Panel informing us that since our common stock had traded at $1.00 per share or greater for a 10 consecutive
business day period between February 27, 2024 and March 20, 2024, the hearing request was deemed moot. Accordingly, the Panel determined
that we had regained compliance with the Bid Price Rule.
There can be no assurance that we will maintain compliance with the
Bid Price Rule or any of the other Nasdaq continued listing requirements. If the common stock is delisted, it could be more difficult
to buy or sell the common stock or to obtain accurate quotations, and the price of the shares of common stock could suffer a material
decline. Delisting could also impair our ability to raise capital.
In
addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of
such listing. A delisting of our common stock from Nasdaq may materially impair our stockholders’ ability to buy and sell our common
stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. In addition,
the delisting of our common stock could significantly impair our ability to raise capital.
If
there is no active public market for our common stock, you may be unable to sell your shares at or above your purchase price.
Although
our common stock is listed on Nasdaq, an active trading market for our shares may not be sustained following the purchase of your common
stock. You may be unable to sell your shares quickly or at the market price if trading in shares of our common stock is not active. Further,
an inactive market may also impair our ability to raise capital by selling shares of our common stock and may impair our ability to enter
into strategic partnerships or acquire companies or products by using our shares of common stock as consideration.
We
may be subject to securities litigation, which is expensive and could divert our management’s attention.
The
market price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of their
securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities
litigation against us could result in substantial costs and divert our management’s attention from other business concerns.
You
should consult your own independent tax advisor regarding any tax matters arising with respect to the securities offered in connection
with this offering.
Participation
in this offering could result in various tax-related consequences for investors. All prospective purchasers of the resold securities
are advised to consult their own independent tax advisors regarding the U.S. federal, state, local and non-U.S. tax consequences relevant
to the purchase, ownership and disposition of the resold securities in their particular situations.
IN
ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS
FILING, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT OTHER POSSIBLE RISKS MAY ADVERSELY IMPACT THE COMPANY’S BUSINESS OPERATIONS
AND THE VALUE OF THE COMPANY’S SECURITIES.
USE
OF PROCEEDS
We
intend to use the net proceeds from the sale of the securities as set forth in the applicable prospectus supplement.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation
of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to our dividend
policy will be made at the discretion of our Board after considering our financial condition, results of operations, capital requirements,
business prospects and other factors our Board deems relevant, and subject to the restrictions contained in any future financing instruments.
THE
SECURITIES WE MAY OFFER
We
may offer and sell, at any time and from time to time:
| ● | shares
of our common stock; |
| ● | shares
of our preferred stock; |
| ● | warrants
to purchase shares of our common stock, preferred stock and/or debt securities; |
| ● | debt
securities consisting of debentures, notes or other evidences of indebtedness; |
| ● | units
consisting of a combination of the foregoing securities; or |
| ● | any
combination of these securities. |
The
terms of any securities we offer will be determined at the time of sale. We may issue debt securities that are exchangeable for and/or
convertible into common stock or any of the other securities that may be sold under this prospectus. When particular securities are offered
by us, a supplement to this prospectus will be filed with the SEC, which will describe the terms of the offering and sale of the offered
securities.
We
may offer up to $100,000,000 of securities under this prospectus. If securities are offered as units, we will describe the terms of the
units in a prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
General
The
following description summarizes some of the terms of our capital stock. Because it is only a summary, it does not contain all the information
that may be important to you and is subject to and qualified in its entirety by reference to our Certificate of Incorporation and Bylaws,
which are filed as exhibits to our most recent Annual Report on Form 10-K and are incorporated by reference herein. We encourage you
to read our Certificate of Incorporation and Bylaws for additional information.
As
of March 22, 2024, our authorized capital stock presently consists of 150,000,000 shares of common stock, par value $0.00001 per share,
and 20,000,000 shares of “blank check” preferred stock, par value $0.00001 per share.
Common
Stock
As
of March 22, 2024, there were 1,304,699 shares of our common stock outstanding and held of record by 27 stockholders.
Holders
of common stock are entitled to one vote for each share held on all matters submitted to a vote of the stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of common stock entitled to vote in any election of directors may elect
all of the directors standing for election. Holders of common stock are entitled to receive ratably any dividends, as may be declared
by the Board out of funds legally available therefor, subject to the rights of the holders of preferred stock. Upon the liquidation,
dissolution or winding up of our Company, the holders of common stock are entitled to receive ratably our net assets available after
the payment of our debts and other liabilities. Holders of common stock have no preemptive, subscription, redemption or conversion rights.
The outstanding shares of common stock are fully paid and nonassessable.
In
the event of our liquidation, dissolution or winding up, the holders of common stock will be entitled to share ratably in the assets
legally available for distribution to stockholders after the payment of or provision for all of our debts and other liabilities, subject
to the prior rights of any preferred stock then outstanding.
We
have never declared or paid any cash dividends on our common stock. We have no present plan to declare and pay any dividends on our common
stock in the near future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and
expand our business. Any future determination to pay dividends will be at the discretion of our Board, subject to applicable laws, and
will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that
our Board considers relevant.
Preferred
Stock
Our
Certificate of Incorporation authorizes the issuance of 20,000,000 shares of “blank check” preferred stock, par value $0.0001
per share. As of March 22, 2024, no shares of preferred stock have been designated.
The
Board may provide for the issue of any or all of the unissued and undesignated shares of the preferred stock in one or more series, and
to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers,
and such designation, preferences, and relative, participating, optional or other rights and such qualifications, limitations or restrictions
thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares
and as may be permitted by law, without stockholder approval.
Our
Board has the right to establish one or more series of preferred stock without stockholder approval. Unless required by law or by any
stock exchange on which our common stock is listed, the authorized shares of preferred stock will be available for issuance at the discretion
of our Board without further action by our stockholders. Our Board is able to determine, with respect to any series of preferred stock,
the terms and rights of that series, including:
| ● | the
designation of the series; |
| ● | the
number of shares of the series; |
| ● | whether
dividends, if any, will be cumulative or non-cumulative and the dividend rate, if any, of the series; |
| ● | the
dates at which dividends, if any, will be payable; |
| ● | the
redemption rights and price or prices, if any, for shares of the series; |
| ● | the
terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series; |
| ● | the
amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs
of our Company; |
| ● | whether
the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other
entity, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates
and provisions for any adjustments to such prices or rates, the date or dates as of which the shares will be convertible, and all other
terms and conditions upon which the conversion may be made; |
| ● | the
ranking of such series with respect to dividends and amounts payable on our liquidation, dissolution or winding-up, which may include
provisions that such series will rank senior to our common stock with respect to dividends and those distributions; |
| ● | restrictions
on the issuance of shares of the same series or any other class or series; or |
| ● | voting
rights, if any, of the holders of the series. |
The
issuance of preferred stock could adversely affect, among other things, the voting power of holders of common stock and the likelihood
that stockholders will receive dividend payments and payments upon our liquidation, dissolution or winding up. The issuance of preferred
stock could also have the effect of delaying, deferring or preventing a change in control of us.
A
prospectus supplement relating to any series of preferred stock being offered will include specific terms related to the offering. They
will include, where applicable:
| ● | the
title and stated value of the series of preferred stock and the number of shares constituting that series; |
| ● | the
number of shares of the series of preferred stock offered, the liquidation preference per share and the offering price of the shares
of preferred stock; |
| ● | the
dividend rate(s), period(s) and/or payment date(s) or the method(s) of calculation for those values relating to the shares of preferred
stock of the series; |
| ● | the
date from which dividends on shares of preferred stock of the series shall cumulate, if applicable; |
| ● | our
right, if any, to defer payment of dividends and the maximum length of any such deferral period; |
| ● | the
procedures for any auction and remarketing, if any, for shares of preferred stock of the series; |
| ● | the
provision for redemption or repurchase, if applicable, of shares of preferred stock of the series; |
| ● | any
listing of the series of shares of preferred stock on any securities exchange; |
| ● | the
terms and conditions, if applicable, upon which shares of preferred stock of the series will be convertible into shares of preferred
stock of another series or common stock, including the conversion price or manner of calculating the conversion price; |
| ● | whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange period, the exchange price or how it
will be calculated and under what circumstances it may be adjusted; |
| ● | voting
rights, if any, of the preferred stock; |
| ● | restrictions
on transfer, sale or other assignment, if any; |
| ● | whether
interests in shares of preferred stock of the series will be represented by global securities; |
| ● | any
other specific terms, preferences, rights, limitations or restrictions of the series of shares of preferred stock; |
| ● | a
discussion of any material United States federal income tax consequences of owning or disposing of the shares of preferred stock of the
series; |
| ● | the
relative ranking and preferences of shares of preferred stock of the series as to dividend rights and rights upon liquidation, dissolution
or winding up of our affairs; and |
| ● | any
limitations on issuance of any series of shares of preferred stock ranking senior to or on a parity with the series of shares of preferred
stock as to dividend rights and rights upon liquidation, dissolution or winding up of our affairs. |
If
we issue shares of preferred stock under this prospectus, the shares will be fully paid and nonassessable and will not have, or be subject
to, any preemptive or similar rights.
Section
203 of the Delaware General Corporation Law
We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:
| ● | a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
| ● | an
affiliate of an interested stockholder; or |
| ● | an
associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
A
“business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section
203 do not apply if:
| ● | our
Board approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction;
or |
| ● | after
the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least
85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock. |
Listing
Our
common stock is listed on The Nasdaq Capital Market under the symbol “TGL.”
Transfer
Agent and Registrar
Our
transfer agent and registrar is Vstock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598. Their telephone number is (212) 828-8436.
DESCRIPTION
OF WARRANTS
We
may issue warrants for the purchase of shares of our common stock or preferred stock or of debt securities. We may issue warrants independently
or together with other securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants
will be issued under a separate warrant agreement to be entered into between us and the investors or a warrant agent. The following summary
of material provisions of the warrants and warrant agreements is subject to, and qualified in its entirety by reference to, all the provisions
of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants offered under
a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related
free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
The
particular terms of any issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
| ● | the
number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at
which such number of shares may be purchased upon such exercise; |
| ● | the
designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series
of preferred stock purchasable upon exercise of warrants to purchase preferred stock; |
| ● | the
principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which
may be payable in cash, securities or other property; |
| ● | the
date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable; |
| ● | the
terms of any rights to redeem or call the warrants; |
| ● | the
date on which the right to exercise the warrants will commence and the date on which the right will expire; |
| ● | United
States federal income tax consequences applicable to the warrants; and |
| ● | any
additional terms of the warrants, including terms, procedures and limitations relating to the exchange, exercise and settlement of the
warrants. |
Holders
of equity warrants will not be entitled to:
| ● | vote,
consent or receive dividends; |
| ● | receive
notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter; or |
| ● | exercise
any rights as stockholders of Treasure Global. |
Each
warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common
stock at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify
in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the
expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised
warrants will become void.
A
holder of warrant certificates may exchange them for new warrant certificates of different denominations, present them for registration
of transfer and exercise them at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus
supplement. Until any warrants to purchase debt securities are exercised, the holder of the warrants will not have any rights of holders
of the debt securities that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest
on the underlying debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or
preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common stock or preferred
stock, including any rights to receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred
stock, if any.
DESCRIPTION
OF DEBT SECURITIES
The
following description, together with the additional information we include in any applicable prospectus supplement or free writing prospectus,
summarizes certain general terms and provisions of the debt securities that we may offer under this prospectus. When we offer to sell
a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will
also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series
of debt securities.
We
may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities
described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise
specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one
or more series.
The
debt securities will be issued under an indenture between us and a trustee named in the prospectus supplement. We have summarized select
portions of the indenture below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration
statement and you should read the indenture for provisions that may be important to you. In the summary below, we have included references
to the section numbers of the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not
defined herein have the meanings specified in the indenture.
General
The indenture does not limit the amount of debt
securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be
in any currency or currency unit that we may designate. Except for the limitations on consolidation, merger and sale of all or substantially
all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to
give holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.
We may issue the debt securities issued under
the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These
debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,”
or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material
U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable
prospectus supplement.
We will describe in the applicable prospectus
supplement the terms of the series of debt securities being offered, including:
|
● |
the title of the series of debt securities; |
|
|
|
|
● |
any limit upon the aggregate principal amount that may be issued; |
|
|
|
|
● |
the maturity date or dates; |
|
|
|
|
● |
the form of the debt securities of the series; |
|
|
|
|
● |
the applicability of any guarantees; |
|
|
|
|
● |
whether or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
|
|
|
|
● |
whether the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any combination thereof, and the terms of any subordination; |
|
|
|
|
● |
if the price (expressed as a percentage of the aggregate principal amount thereof) at which such debt securities will be issued is a price other than the principal amount thereof, the portion of the principal amount thereof payable upon declaration of acceleration of the maturity thereof, or if applicable, the portion of the principal amount of such debt securities that is convertible into another security or the method by which any such portion shall be determined; |
|
|
|
|
● |
the interest rate or rates, which may be fixed or variable, or the method for determining the rate and the date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates; |
|
|
|
|
● |
our right, if any, to defer payment of interest and the maximum length of any such deferral period; |
|
|
|
|
● |
if applicable, the date or dates after which, or the period or periods during which, and the price or prices at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemption provisions; |
|
|
|
|
● |
the date or dates, if any, on which, and the price or prices at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable; |
|
|
|
|
● |
the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; |
|
|
|
|
● |
any and all terms, if applicable, relating to any auction or remarketing of the debt securities of that series and any security for our obligations with respect to such debt securities and any other terms which may be advisable in connection with the marketing of debt securities of that series; |
|
|
|
|
● |
whether the debt securities of the series shall be issued in whole or in part in the form of a global security or securities; the terms and conditions, if any, upon which such global security or securities may be exchanged in whole or in part for other individual securities; and the depositary for such global security or securities; |
|
|
|
|
● |
if applicable, the provisions relating to conversion or exchange of any debt securities of the series and the terms and conditions upon which such debt securities will be so convertible or exchangeable, including the conversion or exchange price, as applicable, or how it will be calculated and may be adjusted, any mandatory or optional (at our option or the holders’ option) conversion or exchange features, the applicable conversion or exchange period and the manner of settlement for any conversion or exchange; |
|
● |
if other than the full principal amount thereof, the portion of the principal amount of debt securities of the series which shall be payable upon declaration of acceleration of the maturity thereof; |
|
|
|
|
● |
additions to or changes in the covenants applicable to the particular debt securities being issued, including, among others, the consolidation, merger or sale covenant; |
|
|
|
|
● |
additions to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium, if any, and interest, if any, with respect to such securities to be due and payable; |
|
|
|
|
● |
additions to or changes in or deletions of the provisions relating to covenant defeasance and legal defeasance; |
|
|
|
|
● |
additions to or changes in the provisions relating to satisfaction and discharge of the indenture; |
|
|
|
|
● |
additions to or changes in the provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; |
|
|
|
|
● |
the currency of payment of debt securities if other than U.S. dollars and the manner of determining the equivalent amount in U.S. dollars; |
|
|
|
|
● |
whether interest will be payable in cash or additional debt securities at our or the holders’ option and the terms and conditions upon which the election may be made; |
|
|
|
|
● |
any restrictions on transfer, sale or assignment of the debt securities of the series; and |
|
|
|
|
● |
any other specific terms, preferences, rights or limitations of, or restrictions on, the debt securities, any other additions or changes in the provisions of the indenture, and any terms that may be required by us or advisable under applicable laws or regulations. |
Conversion or Exchange Rights
We will set forth in the applicable prospectus
supplement the terms on which a series of debt securities may be convertible into or exchangeable for our common stock or our other securities.
We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that restricts our ability
to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety or substantially as an entirety.
However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under the indenture
or the debt securities, as appropriate.
Events of Default under the Indenture
Unless we provide otherwise in the prospectus
supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect
to any series of debt securities that we may issue:
|
● |
if we fail to pay any installment of interest on any series of debt securities, as and when the same shall become due and payable, and such default continues for a period of 90 days; provided, however, that a valid extension of an interest payment period by us in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of interest for this purpose; |
|
● |
if we fail to pay the principal of, or premium, if any, on any series of debt securities as and when the same shall become due and payable whether at maturity, upon redemption, by declaration or otherwise or in any payment required by any sinking or analogous fund established with respect to such series; provided, however, that a valid extension of the maturity of such debt securities in accordance with the terms of any indenture supplemental thereto shall not constitute a default in the payment of principal or premium, if any; |
|
● |
if we fail to observe or perform any other covenant or agreement contained in the debt securities or the indenture, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive written notice of such failure, requiring the same to be remedied and stating that such is a notice of default thereunder, from the trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and |
|
● |
if specified events of bankruptcy, insolvency or reorganization occur. |
If an event of default with respect to debt securities
of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or the holders
of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the
trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and
payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of
and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action
on the part of the trustee or any holder.
The holders of a majority in principal amount
of the outstanding debt securities of an affected series may waive any default or event of default with respect to the series and its
consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured
the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.
Subject to the terms of the indenture, if an event
of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or
powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such
holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee,
or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:
| ● | the direction so given by the
holder is not in conflict with any law or the applicable indenture; and |
| ● | subject to its duties under
the Trust Indenture Act of 1939 (“Trust Indenture Act”), the trustee need not take any action that might involve it in personal
liability or might be unduly prejudicial to the holders not involved in the proceeding. |
A holder of the debt securities of any series
will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only
if:
| ● | the holder has given written
notice to the trustee of a continuing event of default with respect to that series; |
| ● | the holders of at least 25%
in aggregate principal amount of the outstanding debt securities of that series have made written request; |
| ● | such holders have offered to
the trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred by the trustee in compliance with
the request; and |
| ● | the trustee does not institute
the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities
of that series other conflicting directions within 90 days after the notice, request and offer. |
These limitations do not apply to a suit instituted
by a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the
trustee regarding our compliance with specified covenants in the indenture.
Modification of Indenture; Waiver
We and the trustee may change an indenture without
the consent of any holders with respect to specific matters:
| ● | to cure any ambiguity, defect
or inconsistency in the indenture or in the debt securities of any series; |
| ● | to comply with the provisions
described above under “Description of Debt Securities—Consolidation, Merger or Sale”; |
| ● | to provide for uncertificated
debt securities in addition to or in place of certificated debt securities; |
| ● | to add to our covenants, restrictions,
conditions or provisions such new covenants, restrictions, conditions or provisions for the benefit of the holders of all or any series
of debt securities, to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions,
conditions or provisions an event of default or to surrender any right or power conferred upon us in the indenture; |
| ● | to add to, delete from or revise
the conditions, limitations, and restrictions on the authorized amount, terms, or purposes of issue, authentication and delivery of debt
securities, as set forth in the indenture; |
| ● | to make any change that does
not adversely affect the interests of any holder of debt securities of any series in any material respect; |
| ● | to provide for the issuance
of and establish the form and terms and conditions of the debt securities of any series as provided above under “Description
of Debt Securities—General” to establish the form of any certifications required to be furnished pursuant to the terms
of the indenture or any series of debt securities, or to add to the rights of the holders of any series of debt securities; |
| ● | to evidence and provide for
the acceptance of appointment under any indenture by a successor trustee; or |
| ● | to comply with any requirements
of the SEC in connection with the qualification of any indenture under the Trust Indenture Act. |
In addition, under the indenture, the rights of
holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority
in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise
in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only
with the consent of each holder of any outstanding debt securities affected:
| ● | extending the fixed maturity
of any debt securities of any series; |
| ● | reducing the principal amount,
reducing the rate of or extending the time of payment of interest, or reducing any premium payable upon the redemption of any series
of any debt securities; or |
| ● | reducing the percentage
of debt securities, the holders of which are required to consent to any amendment, supplement, modification or waiver. |
Discharge
Each indenture provides that we can elect to be
discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations
to:
| ● | register the transfer or exchange
of debt securities of the series; |
| ● | replace stolen, lost or mutilated
debt securities of the series; |
| ● | pay principal of and premium
and interest on any debt securities of the series; |
| ● | maintain paying agencies; |
| ● | hold monies for payment in
trust; |
| ● | recover excess money held by
the trustee; |
| ● | compensate and indemnify the
trustee; and |
| ● | appoint any successor trustee. |
In order to exercise our rights to be discharged,
we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest
on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series
only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations
of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent
global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company, or DTC, or another
depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities
of a series are issued in global form and as book-entry, a description of terms relating to any book-entry securities will be set forth
in the applicable prospectus supplement.
At the option of the holder, subject to the terms
of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of
the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination
and of like tenor and aggregate principal amount.
Subject to the terms of the indenture and the
limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present
the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed
if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated
by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose
no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement
the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities.
We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt
securities of each series.
If we elect to redeem the debt securities of any
series, we will not be required to:
|
● |
issue, register the transfer of, or exchange any debt securities of that series during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or |
|
● |
register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Trustee
The trustee, other than during the occurrence
and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the
applicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any
of the powers given it by the indenture at the request of any holder of debt securities unless it is offered reasonable security and indemnity
against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable
prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the person in whose
name the debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for
the interest.
We will pay principal of and any premium and
interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise
indicate in the applicable prospectus supplement, we will make interest payments by check that we will mail to the holder or by wire
transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust
office of the trustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable
prospectus supplement any other paying agents that we initially designate for the debt securities of a particular series. We will maintain
a paying agent in each place of payment for the debt securities of a particular series.
All money we pay to a paying agent or the trustee
for the payment of the principal of or any premium or interest on any debt securities that remains unclaimed at the end of two years
after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter
may look only to us for payment thereof.
Governing Law
The indenture and the debt securities will be
governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture
Act is applicable.
DESCRIPTION OF UNITS
The following description, together with the additional
information we include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may
offer under this prospectus. Units may be offered independently or together with common stock, preferred stock, debt securities and/or
warrants offered by any prospectus supplement, and may be attached to or separate from those securities. While the terms we have summarized
below will generally apply to any future units that we may offer under this prospectus, we will describe the particular terms of any series
of units that we may offer in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement
may differ from the terms described below.
We will incorporate by reference into the registration
statement of which this prospectus forms a part the form of unit agreement, including a form of unit certificate, if any, that describes
the terms of the series of units we are offering before the issuance of the related series of units. The following summaries of material
provisions of the units, and the unit agreements, are subject to, and qualified in their entirety by reference to, all the provisions
of the unit agreement applicable to a particular series of units. We urge you to read the applicable prospectus supplements related to
the units that we sell under this prospectus, as well as the complete unit agreements that contain the terms of the units.
General
We may issue units comprised of one or more shares
of our common stock or preferred stock, debt securities and warrants in any combination. Each unit will be issued so that the holder of
the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of
a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit
may not be held or transferred separately, at any time or at any time before a specified date.
We will describe in the applicable prospectus
supplement the terms of the series of units, including:
| · | the designation and terms of the units and of the securities comprising the units, including whether,
and under what circumstances, those securities may be held or transferred separately; |
| · | the rights and obligations of the unit agent, if any; |
| · | any provisions of the governing unit agreement that differ from those described below; and |
| · | any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities
comprising the units. |
The provisions described in this section, as well
as those described under “Description of Capital Stock,” “Description of Our Common Stock,” “Description
of Debt Securities” and “Description of Warrants,” will apply to each unit and to any common stock, preferred
stock, debt securities or warrants included in each unit, respectively.
Issuance in Series
We may issue units in such amounts and in numerous
distinct series as we determine.
LEGAL OWNERSHIP OF SECURITIES
We may issue securities in registered form or
in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have
securities registered in their own names on the books that we or any applicable trustee, depositary or warrant agent maintain for this
purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons
who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect
holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in
book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only,
as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities
registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate
in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial
interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered
is recognized as the holder of that security. Securities issued in global form will be registered in the name of the depositary or its
participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities,
and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants,
which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under
agreements they have made with one another or with their customers; they are not obligated to do so under the terms of the securities.
As a result, investors in a global security will
not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial
institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities
are issued in global form, investors will be indirect holders, and not legal holders, of the securities.
Street Name Holders
We may terminate a global security or issue securities
in non-global form. In these cases, investors may choose to hold their securities in their own names or in “street name.”
Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the
investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at
that institution.
For securities held in street name, we or any
applicable trustee or depositary will recognize only the intermediary banks, brokers and other financial institutions in whose names the
securities are registered as the holders of those securities, and we or any applicable trustee or depositary will make all payments on
those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but
only because they agree to do so in their customer agreements or because they are legally required to do so. Investors who hold securities
in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of
any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not
have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This
will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities
only in global form.
For example, once we make a payment or give a
notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with
depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to
obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply
with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the holders, and
not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.
Special Considerations for Indirect Holders
If you hold securities through a bank, broker,
or other financial institution, either in book-entry form because the securities are represented by one or more global securities or in
street name, you should check with your own institution to find out:
| ● | the performance of third-party
service providers; |
| ● | how it handles securities payments
and notices; |
| ● | whether it imposes fees or
charges; |
| ● | how it would handle a request
for the holders’ consent, if ever required; |
| ● | whether and how you can instruct
it to send you securities registered in your own name so you can be a holder, if that is permitted in the future; |
| ● | how it would exercise rights
under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and |
| ● | if the securities are in book-entry
form, how the depositary’s rules and procedures will affect these matters. |
Global Securities
A global security is a security that represents
one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities
will have the same terms.
Each security issued in book-entry form will be
represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select.
The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus
supplement, DTC will be the depositary for all securities issued in book-entry form.
A global security may not be transferred to or
registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations
arise. We describe those situations below under “Special Situations When a Global Security Will Be Terminated.” As
a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented
by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must
be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with
another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security,
but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular
security indicates that the security will be issued in global form only, then the security will be represented by a global security at
all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry
clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations for Global Securities
The rights of an indirect holder relating to a
global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as
general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only
with the depositary that holds the global security.
If securities are issued only in the form of a
global security, an investor should be aware of the following:
| ● | an investor cannot cause the
securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities,
except in the special situations we describe below; |
| ● | an investor will be an indirect
holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating
to the securities, as we describe above; |
| ● | an investor may not be able
to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities
in non-book-entry form; |
| ● | an investor may not be able
to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered
to the lender or other beneficiary of the pledge in order for the pledge to be effective; |
| ● | the depositary’s policies,
which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest
in a global security; |
| ● | we and any applicable trustee
have no responsibility for any aspect of the depositary’s actions or for its records of ownership interests in a global security,
nor do we or any applicable trustee supervise the depositary in any way; |
| ● | the depositary may, and we
understand that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately
available funds, and your broker or bank may require you to do so as well; and |
| ● | financial institutions that
participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also
have their own policies affecting payments, notices and other matters relating to the securities. |
There may be more than one financial intermediary
in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When a Global Security
Will Be Terminated
In a few special situations described below, the
global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that
exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their
own banks or brokers to find out how to have their interests in securities transferred to their own name, so that they will be direct
holders. We have described the rights of holders and street name investors above.
Unless we provide otherwise in the applicable
prospectus supplement, the global security will terminate when the following special situations occur:
| ● | if the depositary notifies
us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another
institution to act as depositary within 90 days; |
| ● | if we notify any applicable
trustee that we wish to terminate that global security; or |
| ● | if an event of default has
occurred with regard to securities represented by that global security and has not been cured or waived. |
The applicable prospectus supplement may also
list additional situations for terminating a global security that would apply only to the particular series of securities covered by the
applicable prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible
for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities from time to time pursuant
to underwritten public offerings, direct sales to the public, negotiated transactions, block trades or a combination of these methods.
We may sell the securities to or through underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute
securities from time to time in one or more transactions:
| ● | at a fixed price or prices,
which may be changed; |
| ● | at market prices prevailing
at the time of sale; |
| ● | at prices related to such prevailing
market prices; or |
A prospectus supplement or supplements (and any
related free writing prospectus that we may authorize to be provided to you) will describe the terms of the offering of the securities,
including, to the extent applicable:
| ● | the name or names of the underwriters,
if any; |
| ● | the purchase price of the securities
or other consideration therefor, and the proceeds, if any, we will receive from the sale; |
| ● | any options under which underwriters
may purchase additional securities from us; |
| ● | any agency fees or underwriting
discounts and other items constituting agents’ or underwriters’ compensation; |
| ● | any public offering price; |
| ● | any discounts or concessions
allowed or reallowed or paid to dealers; and |
| ● | any securities exchange or
market on which the securities may be listed. |
Only underwriters named in the prospectus supplement
will be underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, they will
acquire the securities for their own account and may resell the securities from time to time in one or more transactions at a fixed public
offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will
be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting
syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters
will be obligated to purchase all of the securities offered by the prospectus supplement, other than securities covered by any option
to purchase additional securities from us. Any public offering price and any discounts or concessions allowed or reallowed or paid to
dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus
supplement, naming the underwriter, the nature of any such relationship.
We may sell securities directly or through agents
we designate from time to time in an “at the market offering” or other similar offering. We will name any agent involved in
the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the
prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit
offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe
the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may provide agents and underwriters with indemnification
against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or
underwriters may make with respect to these liabilities. Agents and underwriters may engage in transactions with, or perform services
for, us in the ordinary course of business.
All securities we may offer, other than common
stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but
will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of
the trading markets for any securities.
LEGAL MATTERS
Unless otherwise indicated in the applicable
prospectus supplement, the validity of the issuance of the securities offered hereby will be passed upon for us by Sichenzia Ross Ference
Carmel LLP located in New York, New York. Additional legal matters may be passed upon for us or any underwriters, dealers or agents,
by counsel that we will name in the applicable prospectus supplement.
EXPERTS
WWC, P.C., our independent registered public accounting
firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2023, as
set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement of which
this prospectus forms a part. Friedman LLP, our former independent registered public accounting firm, audited our consolidated financial
statements as of and for the fiscal year ended June 30, 2022, as set forth in their report, which is incorporated by reference in this
prospectus and elsewhere in the registration statement of which this prospectus forms a part. Our consolidated financial statements are
incorporated by reference in reliance on WWC, P.C.’s report for the consolidated financial statements for the fiscal year ended
June 30, 2023 and Friedman LLP’s report for the consolidated financial statements for the fiscal year ended June 30, 2022 given
on their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of the registration statement
on Form S-3 that we filed with the Commission under the Securities Act and does not contain all of the information set forth in the
registration statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference
may not be complete and you should refer to the exhibits that are part of the registration statement or the exhibits to the reports or
other document incorporated into this prospectus for a copy of such contract agreement or other document. Because we are subject to the
information and reporting requirements under the Exchange Act, we file annual, quarterly and current reports, proxy statements and other
information with the Commission. Our filings with the Commission are available to the public over the Commission’s website at www.sec.gov.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports,
and other information that we file with or furnish to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act can also be
accessed free of charge on our website. You may also read and copy any document we file with the SEC at its public reference facility
at 100 F Street, N.E., Washington, D.C., 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C., 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facility. In addition, you can
find more information about us on our website at https://treasureglobal.co. Information contained on or accessible through our
website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this
prospectus is an inactive textual reference only.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information that we file with it into this prospectus, which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by
reference into this prospectus is deemed to be part of this prospectus, and any information filed with the SEC after the date of this
prospectus will automatically be deemed to update and supersede information contained in this prospectus and any accompanying prospectus
supplement.
The following documents previously filed with
the SEC are incorporated by reference in this prospectus:
| ● | The
Registrant’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, filed with the SEC on September 28, 2023; |
| ● | The
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023, filed with the SEC on November 14,
2023; |
| ● | The
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023, filed with the SEC on February 14, 2024; |
| ● | The Registrant’s Information
Statement on Schedule 14C, filed with the SEC on January 23, 2024; |
| ● | The Registrant’s Current Reports on Form 8-K filed with the SEC
on March 21, 2024, March
15, 2024, March 4,
2024, February 16,
2024, December 21,
2023, December 11,
2023, December 4, 2023, December
1, 2023, November 3,
2023, October 18, 2023,
October 18, 2023, October 12,
2023, October 12, 2023, October
4, 2023, August 22,
2023, July 21, 2023, July
10, 2023, June 23,
2023, June 8, 2023, June
5, 2023, May 4, 2023, March
22, 2023 and March 1, 2023, to
the extent the information in such report is filed and not furnished; and |
| ● | The
description of the Registrant’s common stock, which is contained in a registration statement on Form 8-A12B filed with the SEC
on August 10, 2022, under the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All filings filed by us pursuant to the Exchange
Act after the date of the initial filing of the registration statement of which this prospectus is a part and prior to effectiveness of
the registration statement shall be deemed to be incorporated by reference into this prospectus.
We also incorporate by reference all additional
documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act that are made after the date of the initial registration statement but prior to effectiveness of the registration statement and after
the date of this prospectus but prior to the termination of the offering of the securities covered by this prospectus. We are not, however,
incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and
Exchange Commission rules.
You should rely only on the information contained
or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing
in this prospectus is accurate only as of the date of this prospectus. Our business, financial condition, results of operations and prospects
may have changed since that date.
Any statement contained in a document incorporated
or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for the purposes of this prospectus
to the extent that a statement contained herein, or in any other subsequently filed document which also is or is deemed to be incorporated
by reference herein, modifies or supersedes that statement. The modifying or superseding statement need not state it has modified or superseded
a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying
or superseding statement is not an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation,
an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded will not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
You may request, and we will provide you with,
a copy of these filings, at no cost, by calling us at (888) 554-8789 or by writing to us at the following address:
Treasure Global Inc
276 5th Avenue, Suite 704 #739
New York, New York 10001
Attn: Carlson Thow, Chief Executive Officer
$1,000,000
Common Stock
Treasure Global Inc
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