UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Fiscal Year Ended June 30, 2025
Or
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 001-41476
Treasure
Global Inc
(Exact name of registrant as specified in its charter)
276 5th Avenue, Suite 704 #739,
New York, New York10001
+6012643 7688
(Address, including zip code, of registrant’s principal executive offices and telephone number, including area code)
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.00001 per share TGL The Nasdaq Stock Market LLC
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes: ☐No: ☒
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes: ☐No: ☒
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes: ☒ No: ☐
Indicate by check mark whether the registrant
has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company, in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule12b-2 of the Act). Yes: ☐
No: ☒
The aggregate market value of the Registrant’s
common stock, held by non-affiliates of the Registrant as of December 31, 2024 (which is the last business day of Registrant’s
most recently completed second fiscal quarter) based upon the reported closing price of $8.85 on The Nasdaq Capital Market on that date,
was approximately $297.6 million.
The number of shares outstanding of the Registrant’s
common stock, par value $0.00001 per share, on October 14, 2025 was 8,490,187.
Table of Contents
Page
PART I 1
Item 1. Business 1
Item 1A. Risk Factors 22
Item 1B. Unresolved Staff Comments 39
Item 1C. Cybersecurity 39
Item 2. Properties 39
Item 3. Legal Proceedings 39
Item 4. Mine Safety Disclosures 39
Item 6. [Reserved] 42
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data F-1
Item 9A. Controls and Procedures 55
Item 9B. Other Information 55
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 55
PART III 56
Item 10. Directors, Executive Officers and Corporate Governance 56
Item 11. Executive Compensation 60
Item 14. Principal Accounting Fees and Services 63
Item 15. Exhibits, Financial Statement Schedules 64
i
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Annual
Report”) contains “forward-looking statements.” Forward-looking statements reflect the current view about future events.
When used in this Annual Report, the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “plan,” or the negative of these terms and similar expressions, as they relate
to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in
this Annual Report relating to our business strategy, our future operating results and liquidity and capital resources outlook. Forward-looking
statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because
forward - looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are
neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any
of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking
statements include, without limitation:
● Our ability to effectively operate our business segments;
Should one or more of these risks or uncertainties
materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results,
levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States,
we do not intend to update any of the forward-looking statements to conform these statements to actual results.
PRESENTATION OF INFORMATION
Except as otherwise indicated by the context,
references in this Annual Report to the “Company,” “TGL,” the “registrant,” “we,” “our,”
or “us” in this Annual Report mean Treasure Global Inc. and its subsidiaries, which include the collective operations of Treasure
Global Inc and its consolidated subsidiaries.
This Annual Report includes our audited consolidated
financial statements as of and for the fiscal years ended June 30, 2025 and 2024. These financial statements have been prepared in accordance
with generally accepted accounting principles in the United States (“U.S. GAAP”). All financial information in this Annual
Report is presented in U.S. dollars, unless otherwise indicated, and should be read in conjunction with our audited consolidated financial
statements and the notes thereto included in this Annual Report.
ii
SUMMARY OF RISK FACTORS
Our business is subject to a number of risks.
You should be aware of these risks before making an investment decision. These risks are discussed more fully in Item 1A: Risk Factors
in this Annual Report. These risks include, among others, that:
● There is substantial doubt about our ability to continue as a going concern;
● The market for our ZCITY platform is new and unproven;
● There is no assurance that the Company will be profitable;
iii
iv
PART I
Item 1. Business
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, TADAA Technologies Sdn.
Bhd. (“TADAA Technologies”) (formerly known as ZCity Sdn. Bhd and Gem Reward Sdn. Bhd, name change effected on July 31, 2025
and July 20, 2023, respectively). The ZCITY App was successfully launched in Malaysia in June 2020. TADAA TECHNOLOGIES is equipped with
the know-how and expertise to develop additional/add-on technology-based products and services to complement the ZCITY App, thereby growing
its reach and user base.
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 October 13, 2025, we had 2,708,641 registered users and 2,027
registered merchants.
1
Corporate Structure
Treasure Global Inc is a Delaware corporation
that was incorporated on March 20, 2020. We issued 10,000,000 shares to Kok Pin “Darren” Tan, our founder and former Chief
Executive Officer on July 1, 2020, who as a result became our sole shareholder.
TADAA Technologies Sdn. Bhd. (formerly known as
Zcity Sdn. Bhd and Gem Reward Sdn. Bhd, name change effected on July 31, 2025 and July 20, 2023, respectively), a Malaysia private limited
company was incorporated on June 6, 2017. Prior to the incorporation of TADAA TECHNOLOGIES, Kok Pin “Darren” Tan entered into
a Beneficial Shareholding Agreement (“Beneficial Shareholding Agreement 1”) with two individuals, one of which is a vice president
of the Company (the “Initial TADAA TECHNOLOGIES Shareholders”), which provided for the Initial Shareholders to hold the TADAA
TECHNOLOGIES shares issued to them in equal amounts and for the sole benefit of Kok Pin “Darren” Tan and provided Kok Pin
“Darren” Tan with control over the voting and disposition over such shares as well as control over the issuance of additional
TADAA TECHNOLOGIES shares in consideration for equity in a company that had not been determined on the date of Beneficial Shareholding
Agreement 1. On November 10, 2020, Kok Pin “Darren” Tan instructed the Initial TADAA TECHNOLOGIES Shareholders to issue one
million additional TADAA TECHNOLOGIES shares to Chong Chan “Sam” Teo, currently our Chief Executive Officer, and as a result
each Initial TADAA TECHNOLOGIES Shareholder and Chong Chan “Sam” Teo held one million shares of TADAA TECHNOLOGIES. On November
10, 2020. Chong Chan “Sam” Teo entered into a Beneficial Shareholding Agreement with Kok Pin “Darren” Tan with
terms similar to Beneficial Shareholding Agreement 1 (“Beneficial Shareholding Agreement 2” and together with the Beneficial
Shareholding Agreement 1, the “Beneficial Shareholding Agreements”). As a result of Kok Pin “Darren” Tan’s
100% ownership of our common stock and the Beneficial Shareholding Agreements, TGL and TADAA TECHNOLOGIES were both under the sole control
of Kok Pin “Darren” Tan.
TGL and TADAA TECHNOLOGIES were reorganized into
a parent subsidiary structure pursuant to a Share Swap Agreement, dated March 11, 2021, as amended on March 11, 2021 among TGL, the Initial
TADAA TECHNOLOGIES Shareholders and Chong Chan “Sam” Teo (the “Share Swap Agreement”), in which TGL exchanged
321,585 shares of its common stock (the “Swap Shares”) for all equity of TADAA TECHNOLOGIES. Pursuant to the Share Swap Agreement,
the purchase and sale of the Swap Shares was completed on March 11, 2021, but the issuance of the Swap Shares did not occur until October
27, 2021 when TGL amended its certificate of incorporation to increase the number of its authorized common stock to a number that was
sufficient to issue the Swap Shares. As a result of the Share Swap Agreement, (i) TADAA TECHNOLOGIES became the 100% subsidiary of TGL
and Kok Pin “Darren” Tan no longer had any control over TADAA TECHNOLOGIES’s ordinary shares; and (ii) Kok Pin “Darren”
Tan, the Initial TADAA TECHNOLOGIES Shareholders and Chong Chan “Sam” Teo owned 100% of the TGL common stock (Darren Tan owning
97%). Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares
of TGL common stock to 16 individuals and entities and currently owns less than 5% of our common stock.
We have no substantive operations other than holding
all of the outstanding shares of TADAA Technologies Sdn. Bhd. (“TADAA Technologies”), (formerly known as ZCity Sdn. Bhd and
Gem Reward Sdn. Bhd, underwent a name change on July 31, 2025 and July 20, 2023, repectively). TADAA Technologies was originally established
under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.
Corporate Information
Our principal executive offices are located at 276 5th Avenue,
Suite 704 #739, New York, New York 10001 and B03-C-13A, Menara 3A, KL Eco City, No. 3 Jalan Bangsar, 59200 Kuala Lumpur, Malaysia.
Business Developments
The following highlights recent material developments
in our business:
2
All amounts payable by the Investor under
this Subscription Agreement shall be paid in full, and in the currency mutually agreed upon, and free of and without any deduction or
withholding for any current or future taxes, levies, duties, charges or other deductions or withholdings levied in any jurisdiction from
or through which payment is made. The Company intends to use the net proceeds from this Offering for working capital and general corporate
purposes. The Subscription Agreements contain representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company, other obligations of the parties and termination provisions. The representations, warranties
and covenants contained in the Subscription Agreements were made only for the purposes of such agreements and as of the specific dates,
were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.
The Offered Shares are being sold pursuant to a prospectus supplement dated November 27, 2024 and accompanying base prospectus dated March
29, 2024. The prospectus supplement and accompanying base prospectus are related to the Company’s effective registration statement
on Form S-3 (Registration Statement No. 333-278171) that was originally filed with the Securities and Exchange Commission on March 22,
2024, and which was declared effective on March 29, 2024.
3
4
5
● On June 30, 2024, Yi Hui Ho’s resigned as executive director of the Company.
6
Recent Developments
7
The Common Stock began trading on the Nasdaq Capital
Market on a split-adjusted basis at the opening of trading on April 7, 2025. The ticker symbol for Common Stock remains “TGL.”
The new CUSIP number for the Common Stock following the Reverse Stock Split is 89458T304.
8
Market Opportunity
We expect that continued strong economic expansion,
robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile
technology provide market opportunities for our Company in Southeast Asia (“SEA”). SEA is a large economy and, as of 2022,
its gross domestic product (“GDP”) was US$3.66 trillion.1 In comparison, the respective GDP for both the European
Union (“EU”) and the United States (“US”) totaled EUR$15.8 trillion and US$25.5 trillion2 in 2022.
SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU and
the US. According to the International Monetary Fund (“IMF”), Malaysia’s GDP growth averaged more than 4.5% from 2016
to 2019. However, it experienced a deficit of -5.5% in 2020 due to the COVID-19 pandemic. Nevertheless, it rebounded to 3.1% and 8.7%
in 2021 and 2022 respectively, and it is expected to maintain an average annual growth rate of 4.5% for the next five years, including
2023.3 The GDP of Malaysia amounted to US$337 billion in 2020 and is projected to reach approximately US$500 billion by 2025.4
Malaysia registered a strong post-pandemic recovery in 2022. Its strong macroeconomic policy frameworks, including a track record
of fiscal prudence and a credible monetary policy framework, have served the country well.
SEA continues to enjoy robust population growth.
The United Nations Population Division estimates that the population of the SEA countries in 2000 was approximately 525 million people,
growing to 681 million in 2022. According to the World Bank, Malaysia had a population of approximately 33 million people in 2022 compared
to 23 million people in 2000.5
A high percentage of Malaysians have lived in
cities for the last decade and that percentage is increasing. Since 2011, Malaysia’s urbanization has increased from approximately
71.61% to approximately 77.7% in 2022.6 By comparison, in 2021 the urbanization rates for China, Vietnam and India were approximately
62.51%, 37% and 35%, respectively.7
Urbanization is highly correlated with the size
and growth of the middle class. Simply put, urbanization drives middle class consumption demand. According to the World Bank, Malaysia
is likely to transition from an upper-middle-income economy to a high-income economy between 2024 and 2028, a reflection of the country’s
economic transformation development trajectory over the past decades.8 In fact, Malaysia’s gross national income per
capita is at US$11,200 according to latest estimates, only US$1,335 short of the current threshold level that defines a high-income economy.9
And despite the ongoing effects from the COVID-19
pandemic, the Internet economy continues to boom in SEA. According to a Google Temasek e-Conomy SEA 2022 Report (the “Google Report”),
internet usage in the region increased with 20 million new users added in 2022 for a total of 460 million compared to 360 million in 2019
and 440 million in 2021. An additional 100 million internet users have come online in the last three years since 2020.10 In
year 2022, 94% of Malaysia’s population is now online, compared to approximately 62% in 2013.11 It is forecasted to continuously
increase between 2024 and 2028, totaling a growth of 0.4 percentage points. 81% and 80% of Malaysia and SEA’s internet users, respectively,
have made at least one purchase online. E-commerce, online media and food delivery adoption and usage surged with the total value of goods
and services sold via the Internet, or gross merchandise value (“GMV”), in SEA, expected to reach approximately US$200 billion
by year end 2022 according to the Google Report. In fact, according to the Google Report, the SEA Internet sector GMV is forecast to grow
to over US$360 billion by 2025 up from the $300 billion forecast in the Google, Temasek, Bain SEA Report 2022.12
Malaysia’s internet economy has grown from
$14 billion in 2020 to $21 billion in 2021 (47% growth) and is expected to grow to $35 billion in 2025.13
1 https://www.statista.com/statistics/796245/gdp-of-the-asean-countries/
4 IMF Staff Report March 2021
6 https://www.statista.com/statistics/455880/urbanization-in-malaysia/
7 https://www.statista.com/
8 https://www.worldbank.org/en/country/malaysia/overview#1
10 https://services.google.com/fh/files/misc/e_conomy_sea_2022_report.pdf
9
As consumers in these markets gradually shift
towards the online platform model, the total value of internet-based transactions has grown tremendously and is expected to keep doing
so. According to the Google Report, total the GMV of South Asia’s Internet economy is expected to skyrocket from US$174 billion
in 2021 to US$363 billion in 2025.
We believe that these ongoing positive economic
and demographic trends in SEA and South Asia propel demand for our e-commerce platform.
About the ZCITY App
SEA consumers have access to a plethora of 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 (or “AI”) technology that scours the available database to identify and create
opportunities to extrapolate the greatest value from the data, analyze consumer behavior and roll out attractive rewards-based campaigns
for targeted 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.
3. Affiliate Partnership
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.
5. Branded e-Vouchers
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.
10
7. ZCITY RAHMAH Package
TADAA TECHNOLOGIES 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. TADAA TECHNOLOGIES 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.
8. TAZTE Smart F&B system
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.
9. Zstore
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:
Set out below is an illustration of some of our
key partnerships by category:
Retail Merchant Agreements. We
have retail merchant agreements with merchants which together own more than 100 offline food and beverage franchises in Malaysia.
Each of these retail merchants have signed our standard retail merchant agreement which allow merchants to sell their products on
the ZCITY App for which we receive a commission ranging from 1% to 10% depending on the category of goods or services being
purchased on the ZCITY App. These agreements also provide that each party may use the intellectual property marks of the other party
without charge. These agreements may be terminated by either party with 30 days’ notice.
11
Services Partners Agreements. We
have service provider agreements with Coup Marketing Asia Pacific Sdn. Bhd. D/B/A Pay’s Gift and MOL Access Portal Sdn. Bhd. D/B/A
Razer Gold in which Pay’s Gift and Razer Gold provide us with e-vouchers for use on the ZCITY App that provide users with discounts
on goods and services of many top multinational and lifestyle brands, including gas, clothing, fast food, movie theaters and others. We
pay the service partner for the cost of the e-voucher plus a service fee. These contracts provide for the use by us of the trademarks
of the service providers and may be terminated at any time with 30 days’ notice. TADAA Technologies has also entered into an agreement
with Apigate Sdn Bhd, a wholly-owned subsidiary of Axiata Digital, branded as Boost Connect. This agreement was entered into on July 28,
2023, and commenced on the same date, July 28, 2023. It shall continue until March 1, 2024. Apigate Sdn Bhd is a global digital monetization
and customer growth platform ecosystem provider, which offers us the services for the reselling of digital vouchers.
Local Strategic Partner Agreements.
We have local strategic partner agreements with iPay88. The agreements we enter into with these local strategic partners provide us with
payment gateways (i.e, online “checkout” portals) used to enter credit card information for payment of goods and services.
The iPay88 agreement was entered into on August
6, 2021 and provides our users with payment gateways that include credit card processing, online banking services from certain banks in
Malaysia and eWallet payment processing such as Touch’ N Go eWallet, Grabpay, ShopeePay, Boost eWallet etc for which iPay88 receives
a fee ranging from 1.0% to 1.6% of the processed transaction depending on the credit card used or if the transaction is online banking
or eWallet.
TADAA Technologies Sdn. Bhd (formerly known as
ZCity Sdn Bhd and Gem Reward Sdn Bhd), has entered into a business partner agreement with CIMB Bank to establish a payment gateway. This
agreement enables users to conveniently make payments using their CIMB Bank credit and debit cards. Additionally, users have the added
benefit of enjoying rewards for their spending at TADAA Technologies through this partnership.
Local Demands Agreements. We have
local demand agreements with Digi Telecommunication Sdn. Bhd. (“Digi”) and ATX Distribution Sdn. Bhd. (“ATX”)
which provide ZCITY App users bill payment services.
The Digi agreement was entered on December 16,
2021 and provides our users with bill payment services for all of its telecommunication products and services to postpaid subscribers.
We receive a commission from Digi of 0.5% for each transaction. ZCITY App users may also use Digi’s prepaid automatic internet payment
service for which we receive a commission from Digi of 2.5% for each reload. The Digi agreement may be terminated by either party with
30 days’ notice. CelcomDigi kicked off full-scale integration of Digi & Celcom network in December 2022. This marks one of the
largest telecommunications network deployment projects in Malaysia.
The ATX agreement was entered into on November
8, 2021 whereby ATX and provides our users with bill payment services for many companies in Malaysia, including but not limited to, certain
utilities, telecommunication companies, insurance companies, entertainment companies and charities. We receive a commission on each transaction
from ATX at different rates depending on the company for which the bill is being paid. The ATX agreement may be terminated by either party
with 30 days’ notice.
The Company has both direct and indirect relationships
with merchants and service providers. In terms of the Company’s indirect relationships, through the service partner’s agreement
the Company is able to offer e-vouchers for leading brands including, among others, Shell, Lazada FamilyMart and Watsons; while via the
iPay88 agreement, the Company gains access to other e-wallet providers, such as Boost and Grabpay. Additionally, through the Company’s
agreement with ATX Distribution, it is able to gain access to bill payment services provided by Malaysia’s telco service provider
such as, among others, CelcomDigi, U Mobile, Astro and Air Selangor.
Download ZCITY App
ZCITY App is free to download from the Google
Play Store, Apple iOS Store, and Huawei AppGallery.
12
ZCITY Apps’s Reward Points Program
Operating under the hashtag #RewardsOnRewards,
we believe the ZCITY App reward points program encourages users to sign up the app, as well as increasing user engagement and 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:
● Social Engagement;
● RP are offered to users for increased social engagement.
● Spending;
● Sign-up; and
● Referral Program;
● 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.
Marketing Strategy - Consumer
With the number of available apps for download
from the world’s leading app stores totaling over four million, we believe that structured and innovative user marketing strategy
is the only way to stand out in today’s app market. Aside from focusing on app development and building our app features properly,
we believe we need to get our app featured on the leading platforms to most successfully extend our reach and user base.
We believe that our ZCITY App marketing strategy
covers the user from when they first learn about our ZCITY App, to when they become a regular repeat user. The marketing strategy for
the ZCITY App involves defining our target audience, learning how best to reach them, how best to communicate with them, and analyzing
their “in-app” behavior to make continuous AI driven improvements as users move through the recruitment funnel.
Ultimately, the goal of our ZCITY App marketing
strategy is to acquire users that will not only drive repeat engagement, but will also become loyal advocates for the ZCITY App.
At the initial launch of the ZCITY App in June
2020, we combined both online and offline strategies in branding and marketing, which we believed would effectively communicate our objectives,
reaching a prospective target audience and turning that target audience into users of our ZCITY App.
13
Other than just user experience and features offered
in the app itself, we believe consumers are choosing brands whose messaging, marketing and values go beyond the product, and have a potentially
deeper meaning to the user. For example, they may consider brand trustworthiness and identity to be major influences on their market decisions.
As a result, we have focused on building brand loyalty to drive on going marketing success, increase repeat users and attain greater market
share.
In this regard, we have chosen to adapt various
marketing strategies, such as re-targeting users and enticing current users to use our app on multiple occasions, by providing what users
look for when they choose our app in order to increase engagement and retention. The diagram below reflects the strategies we engage in
to promote marketing success and avoid missed opportunities.
We adopt a multi-pronged approach to user outreach
through outdoor digital billboards, radio commercials, third party editorials and advertorials, social media postings on platforms such
as Facebook, Instagram, TikTok, YouTube, as well as the targeting of users through Google ads and direct email marketing to encourage
downloads and promote various campaigns.
14
Since the outbreak of the COVID-19 pandemic, we
have been very focused on reaching our target audience through digital media due to movement restrictions and retail closures. Advertisements
especially on social media have become more routine.
Social media-based advertising can be very targeted,
helping to convert new users into repeat users and building brand loyalty. We reach potential users based on criteria, including, among
others, job title, interests, marital status, and recent locations. We believe that it is much easier to measure and optimize social media
campaigns while they are active. If an advertisement isn’t producing the expected results, we can suspend the campaign or reallocate
funds on demand.
Another key media vehicle that we utilize is Universal
App Campaign (or “UAC”) by Google. UAC helps promote our ZCITY App across Google’s largest properties including Google
Search, Google Play Store, YouTube, and the Google Display Network. It combines information Google has on users’ tendencies and
perceived intents outside of the app (such as what they have searched for, what other apps they have downloaded and what they watched
on YouTube) with advertisers’ information on user actions in the app.
UAC then uses machine learning technology to make
decisions for each ad by analyzing potential data signal combinations in real-time, including the platform where users are most likely
to engage with our ad (such as YouTube or Gmail), the right ad format (whether video, text, or combination of the two) and keywords that
will perform best for our marketing goals.
15
In addition, in order to obtain more accurate
data for analysis, AppsFlyer SDK is installed in our ZCITY App, where it provides conversion data of user acquisition and retention campaigns.
Through AppsFlyer SDK, we can monitor digital media activities to optimize our marketing budget. The data can be utilized and turned into
actionable insights (to run campaigns and promotions which users are more favorable to) that will share our strategic and tactical business
decisions, while boosting the ZCITY App brand presence.
Marketing Strategy - Merchants “6Cs”
Strategy
In order to roll out our system, we plan to implement
our 6Cs marketing strategy: clients, convenience, competition, consistency with creative content, corporate social responsibilities and
credibility.
Clients (Soon-to-be F&B Owners). We
have forecast potential merchants by category, which will enable us to create a marketing plan that will attract them by aligning our
promotional content with their business interests and ideals. We will initiate advertisements that connect with their preferences and
generate brand loyalty.
Convenience. We plan to demonstrate the
convenience provided by our ZCITY App by launching a digitalization initiative which can get a merchant up and running on our platform
within 24 hours. We believe this strategy emphasizes the ease of onboarding potential merchants and the potential positive transformation
of their business in the shortest amount of time.
Competition. To further differentiate our
system from our competitors, we expect to identify, compare and discover issues within their business model of operations against our
own business model.
16
Consistency with Creative Content. We plan
to maintain a consistent brand image across all our current marketing approaches with creative and innovative content. We strive to make
our brand recognizable to stand out among competitors to increase brand awareness and recognition.
Corporate Social Responsibilities. We expect
to integrate social and environmental concerns in our business operations to gain positive publicity and recognition and greater market
exposure. For example, our “Green Oil” program will allow our merchants to contribute to zero pollution by recycling used
cooking oil with one of our strategic partners.
Credibility. We expect to prove our credibility
by presenting our expertise to potential merchants who are seeking alternative business strategies in the ever-expanding technological
age. We believe that promoting a credible and reliable system for merchants will increase referrals and positive reviews.
Revenue Model
TADAA Technologies’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.”
Our Competitive Strengths
Powerful, Unique and Integrated App. We
have designed an application - the ZCITY App - which serves both consumers and merchants in ways that concurrently maximize value creation
and enhance the shopping experience. Furthermore, through the application of our proprietary developed AI technology, we can offer consumers
a more personalized and targeted rewards offering/experience.
Unique Loyalty Program. Operating under
our hashtag #RewardsOnRewards, we believe our RP program increases user engagement and loyalty. Through consumer redemption and platform
issuance of RP, we believe our system is advantageous to both consumers and merchants.
Attractive Markets. We currently operate
in Malaysia, which according to the IMF is expected to average annual growth rate of 4.5% GDP growth over the next five years.14
See Part I, Item 1.“Business - Market Opportunity.”
As we scale our operations, we intend to expand
to other countries in Southeast Asia, which possesses solid economic fundamentals, fast growing middle classes, favorable demographic
trends and accelerating adoption of mobile technology.
17
Experienced Management Team. Our executives
and directors combine decades of on-the-ground local e-commerce operations and social media marketing experience, as well as professional
expertise in the global finance field.
Our Growth Strategy
Our main goal is focused on the recruitment of
new consumers and the registration of as many merchants as possible in the most efficient way in the shortest amount of time. We believe
that this approach establishes a cycle where more consumers lead to more merchants and more merchants lead to more consumers. External
partnerships play an important part in our business, as we will continue sourcing more delivery partners to offer our merchants greater
flexibility.
Consumer Growth. We strive to provide consumers
with a smarter shopping experience from ordering to receiving goods and services as one seamless process. Our marketing efforts will focus
on attracting consumers by awarding RP upon the execution of successful transactions (where they can redeem instant rebates).
Merchant Growth. We feel our ZCITY App
has the potential to pioneer a generation of technologically astute “Smart Merchants,” effectively encouraging more merchants
to join the technological trend. Apart from the technological advantages, merchants would be able to gain access to a significant consumer
database of nearly 2.7 million registered users currently for their own brand marketing.
Partner Growth. We are continuously enhancing
the ZCITY App through adding further strategic partnerships. We believe that collaborations will enable merchants and consumers to have
more options to choose from and the delivery speed and rates related to transparency will benefit all parties.
Expansion Growth. With our proven systems
and by leveraging our large network, leading technology, operational excellence, and product expertise, we expect the ZCITY App to launch
and scale our expansion plans to neighboring countries such as Indonesia, Thailand, and Japan, by partnering with or acquiring local establishments.
Acquisition Growth. In order to complement
our organic growth strategy, we will continue to evaluate investment and acquisition opportunities that will enable us to become market
leaders. Our anticipated investments and acquisitions of other e-commerce platforms in different verticals are expected to expand our
service offerings and attract new consumers and merchants. We expect negotiations with acquisition targets in the e-Commerce industries.
Furthermore, we would expect to finance such acquisitions through internal and potential financings from the stock market.
Strategic Partnerships
We have entered into agreements with various Malaysian
companies i.e.: Touch’nGo e-wallet marketing, iPay88, Boost eWallet, Digi and Grabpay eWallet to provide essential services to our
ZCITY App platform.
Strategic partnerships are vital to our strategy
and operations, as they enable the ZCITY App to offer more value-added services to both our consumers and merchants. Through our partnerships,
we intend to gain low-cost access to our partners’ users, where possible, to drive user conversion. Our marketing approach to acquire
strategic partners focuses on the benefits of brand awareness, stressing the ability to access a larger pool of consumers and clients
while reducing marketing expenses via joint marketing efforts like crossover marketing campaigns, digital marketing and affiliate programs.
18
Competitive Outlook
We compete with other online platforms and apps
for merchants, who can sell their products/services on other online shopping marketplaces and other food ordering platforms. We also compete
with other e-commerce platforms and apps, fashion and lifestyle retailers and restaurants for the attention of consumers. Consumers have
the choice of shopping with any online or offline retailer, large marketplaces or restaurant chain. We compete for consumers and merchants
based on our ability to deliver a personalized e-commerce experience with an easy-to-use mobile app, unique cross-business reward system,
instant rebate & cashback, and a trusted payment gateway which is both secure and convenient.
Within the Malaysian market, we believe the principal
competitors to the ZCITY App to include, but not limited to Fave and Shopback. We have set out below how we perceive the ZCITY App differentiates
our offering from these competitors in the Malaysian market both downstream (services provided to consumers) and upstream (services provided
to merchants).
The information with respect to Fave was obtained
from Fave’s website at https://help.myfave.com/hc/en-us/articles/115000181194-How-do-I-pay-with-FavePay-.
The information with respect to Shop Back was
obtained from Shop Back’s website at https://support.shopback.my/hc/en-us/articles/360037382453-Is-there-a-payment-method-not-eligible-for-Cashback-.
We expect to be able to successfully compete for
merchants based on our unique cross-business reward system, reward points module, instant rebate and cashback program, upcoming new features,
which we expect will build lasting customer loyalty for our merchants, as well as our personalized, data-driven approach to customer engagement,
both of which ensure that our success is aligned with that of our merchants.
Intellectual Property Matters
Our technology and ZCITY App are comprised of
copyrightable and/or patentable subject matter licensed by our Malaysian subsidiaries, TADAA Technologies. Our intellectual property assets
include trade secrets associated with our software platform. We have successfully carried out development of our multilayer cloud-based
software platform based upon our reliance on third parties for payment and reward points deployment. As a result, we can monetize our
software by making it available in locations such as the Apple iOS Store, Google Play Store, Huawei AppGallery and compatible with existing
payment systems depending on the country’s regulatory requirements. We are currently focusing on using our intellectual property
in Malaysia and plan to expand further into Southeast Asia as part of our strategy. The loss of all of these third-party payment facilitators
could not be easily replaced and therefore could materially affect our business and results of operations.
Trademarks. TADAA Technologies has filed
one trademark application stylized as “” with the trademark offices of Malaysia. The name and mark, ZCITY App and other trade
names and service marks of TADAA Technologies in this prospectus are our property.
Patents. TADAA Technologies has filed one
patent application entitled “A Revenue Allocation System” with the Patents Registration Office of Malaysia.
19
We manage all our intellectual property matters
in Malaysia including the registration of patents, trademarks, trade names, and service marks in the name of TADAA Technologies, our subsidiary
in Malaysia. While we have not delineated each of our trademarks, the foregoing constitutes our material trademarks. Without prejudice
to the generality of foregoing, TADAA Technologies is, inter alia, the direct owner of the registered trademark “ZCITY” in
connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS platforms, and other subsets of
our business.
Information Technology Protection. All
of our software development professionals are required to sign and are bound by the IT Infrastructure, Security, Email, Intranet Usage
Policy Manual (the “IT Policy Manual”), which governs use of our hardware, software, code, source code, data, computational
data, screen data, analytics dashboards, data displayed on screens, emails, intranet and internet. This IT Policy Manual establishes standard
practices and rules for responsible, safe, and productive use of our intellectual property, information and assets and is expected to
ensure the protection of information and prevention of any misuse.
We have internally implemented the “Active