Note 13 – Stockholders’ deficiency

Common stock

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

Reverse stock split

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

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

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

Common stock issued from the Marketing Offering, net of issuance costs

On March 22, 2024, the Company and H.C. Wainwright& Co., LLC, (the “Manager”) entered into a marketing offering agreement (“Marketing Offering Agreement”). Pursuant to the Marketing Offering Agreement, the Company intends to issue and sell through or to the Manager, as sales agent and / or principal from time to time of the Company’s common stock at the Market Offering.

As of March 31, 2026, the Company received an aggregated net proceed of approximately $2.9 million, net of broker fee from issuance of 1,678 shares of common stock which sell through or to the Manager.

Common stock issued under Share Purchase Agreement

On October 10, 2024, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership which was subsequently amended by the Modification Agreement on January 21, 2025. Pursuant to the Purchase Agreement, the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $50,000,000 the Company’s common stock, par value $0.00001 (the “Commitment Amount”), during the period beginning on the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased $50,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025.

In consideration for Alumni Capital’s execution and performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October 10, 2024 (the “Purchase Warrant”), with a term of three (3) years, to purchase a number of shares of common stock equal to ten percent (10%) of the Commitment Amount divided by the applicable exercise price of the Purchase Warrant. The exercise price per share is determined as follows: (i) for the first $600,000 worth of shares exercised, the exercise price (the “First Exercise Price”) will be calculated by dividing $5,000,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date, and the number of shares issuable will equal $600,000 divided by the First Exercise Price; and (ii) for the remaining $4,400,000 worth of shares exercised, the exercise price (the “Second Exercise Price”) will be calculated by dividing $8,500,000 by the total number of outstanding shares of the Company’s common stock as of the applicable exercise date, and the number of shares issuable will equal $4,400,000 divided by the Second Exercise Price.

As of March 31, 2026, Alumni Capital had purchased approximately $18.8 million worth of the Company’s common stock, totaling 644,956 shares.

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

Common stock issued under subscription agreement

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

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

Common stock issued under direct offering.

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

Common stock issued for acquiring intangible assets

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

As part of the Partnership Agreement, the Company agreed to pay $2,000,000 to CLSB and/or its nominees to develop and implement an AI-driven chatbot for the ZCity App platform, aimed at enhancing user engagement and providing real-time assistance. Additionally, the partnership includes the development of a digital wallet integrated within the ZCity App to offer users a seamless payment solution for platform transactions and access to CLSB’s financial products and services.

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

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. The company agreed to pay a total consideration of (USD 2,800,000) (“Service Fees”) to OCTA and/or its nominees by using the Company shares. On March 25, 2025, the Company and OCTA amended the Partnership Agreement to increase the total service fee to $6,500,000, to be settled by issuing shares of the Company at a price equal to the volume-weighted average price (VWAP) over the thirty (30) trading days immediately preceding the payment date, or such other price as may be mutually agreed. As of March 31, 2026, and June 30, 2025, the Company had issued 7,462 shares of its common stock to OCTA at a weighted average price of $565.0 per share.

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

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

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

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

Warrants

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

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

The Company records the fair value of the Purchase Warrants as a derivative liability at inception and recognized the changes in the values of these instruments in the unaudited condensed consolidated statements of operations and comprehensive loss as “change in fair value of derivative liabilities”. For the three months ended March 31, 2026 and 2025, the gain from change in fair value of derivative liabilities amounted to $1,183,478 and $1,781,758, respectively. For the nine months ended March 3, 2026 and 2025, the gain from change in fair value of derivative liabilities amounted to $5,400,218 and $1,781,758, respectively.

The fair value of the warrants issued to Alumni Capital which was determined on grant dates by using the Black Scholes model using the following assumptions: (1) expected volatility of 160.20% to 182.34%, (2) risk-free interest rate of 3.52% to 4.37%, (3) expected life of 1.8 years to 2.8 years, (4) exercise price of $23.37 to $103.00 and (5) stock price of $22.60 to $390.00 on grant date, the date of which the warrants were issued. Based on above assumption, the fair value of the warrants on grant date were estimated to be $5,331,798.

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

The fair value of the warrants issued to Alumni Capital which was determined on March 31, 2026 by using the Black Scholes model using the following assumptions: (1) expected volatility of 177.6%, (2) risk-free interest rate of 3.74%, (3) expected life of 1.5 years, (4) exercise price of $5.07 and (5) stock price of $3.56 on March 31, 2026. Based on above assumption, the fair value of the warrants was estimated to be $1,165,795.

Warrants outstanding as of March 31, 2026 are as follows:

Exercised of Alumni Capital warrants

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

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

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

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

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

Stock-based compensation

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

As of March 31, 2026, the Company had executed various executive employment agreements (the “Employment Agreements”) with certain individuals, pursuant to which such individuals were appointed as the Company’s executive officers. Under the terms of the Employment Agreements, each executive officer is entitled to receive a predetermined monetary value of the Company’s common stock as annual compensation for a period of 12 or 24 months, with stock compensation for subsequent years contingent upon performance.

The 2025 EIP provides for the grant of restricted stock awards (“Restricted Stock Awards”) to certain officers and key employees. Restricted Stock Awards generally vest either immediately or over 12 to 24 months service period, on a straight-line basis.  As of March 31, 2026, 36,279 shares of the Company’s common stock issued pursuant to Restricted Stock Awards are legally issued and outstanding on the grant date but are subject to service-based vesting conditions. For certain awards, shares vest ratably over 12 months and only the unvested portion is subject to forfeiture upon termination. For other awards, all shares remain subject to forfeiture until completion of a 24-month service requirement.

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

The Company’s Restricted Stock Award activity for the nine months ended March 31, 2026 was as follows:

The Company issues fixed value equity awards to certain employees as a part of their compensation package. These awards are accounted for as liability classified awards under ASC 718 — Stock Compensation. Fixed value equity awards granted have service-based conditions only and vest monthly over the service period. These awards represent a fixed dollar amount settled in a variable number of shares determined at each vesting period. For the nine months ended March 31, 2026, 23,478 shares of the Company’s common stock were issued to employees in settlement of portion such liabilities. As of March 31, 2026, $248,818 was recorded in other payables and accrued liabilities, representing the unpaid portion of the outstanding awards.

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

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

For the three and nine months ended March 31, 2026, the Company recognized $251,196 and $1,138,423 in stock-based compensation expense, respectively.

For the three and nine months ended March 31, 2025, the Company recognized $70,000 and $210,000 in stock-based compensation expense, respectively.

Common stock issued for prepaid consulting fee

On October 21, 2025 and October 27, 2025, the Company entered into service agreements with WeShare Management Sdn. Bhd. (“WeShare”) and Astute All Advisory Ltd. (“Astute”), respectively, pursuant to which WeShare and Astute agreed to provide management consultancy, business strategy, and advisory services to the Company. The WeShare agreement has a two-year term beginning October 21, 2025, and the Astute agreement has a 24-month term beginning October 27, 2025. The service fees under each agreement consist of total consideration of $1,500,000, payable through the issuance of the Company’s common stock. As of March 31, 2026, the Company had issued 83,334 and 88,236 shares to Astute and WeShare, respectively with an aggregate fair value of $1,500,000 for each agreement.