v3.26.3
Business Combination
 12 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Business combination

Note 3 – Business combination

 

- Acquisition of TAZTE Technology Sdn. Bhd.

 

On February 23, 2026,   the Company entered into a Share Sale Agreement (the “SPA”) with Mohd Fadli Bin Wahab (the “Vendor”) to acquire 100% of the issued and outstanding share capital of TAZTE Technology Sdn. Bhd. (“TAZTE”) for cash consideration of RM1,000. TAZTE is a private company incorporated in Malaysia on March 8, 2024, and its principal activities include internet-based retail sales of products and the delivery of diverse food services.

 

On March 2, 2026, TADAA and the Vendor entered into a supplemental agreement that amended certain terms of the SPA, including requiring the Vendor to remain in office and maintain his position with TAZTE for a two-month transitional period commencing on February 23, 2026. The transitional period was completed on April 23, 2026. Upon satisfaction of the applicable closing requirements, the acquisition was completed on April 23, 2026, at which time the Company obtained control of TAZTE and TAZTE became a wholly owned subsidiary of the Company. Accordingly, April 23, 2026 was determined to be the acquisition date for accounting purposes.

 

The Company’s acquisition of TAZTE was accounted for as a business combination in accordance with ASC 805, Business Combinations. The Company allocated the purchase price of TAZTE based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by the FASB using the fair value approach. Management of the Company is responsible for determining the fair value of assets acquired and liabilities assumed as of the acquisition date. Acquisition-related costs incurred for the acquisition were not material and were expensed as incurred in general and administrative expenses. The results of operations of TAZTE have been included in the Company’s consolidated financial statements beginning on April 23, 2026.

 

Based on assessments using the income test, asset test, and investment test pursuant to S-X Rule 3-05, the Company concluded that the acquisition of TAZTE was not significant. The acquisition did not exceed the applicable significance threshold under any of the three significance tests. Pursuant to ASC 805-10-50-2(h), the unaudited pro forma information of the Company for the years ended June 30, 2026 and 2025 set forth below gives effect to the business combination as if it had occurred on July 1, 2024 and combines the results of operations of the Company and TAZTE since then. The unaudited pro forma information is presented after applying the Company’s accounting policies and eliminating intra-entity transactions, as applicable. The unaudited pro forma information does not include any impact of transaction synergies and is presented for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the business combination been consummated as of that date or that may result in the future.

 

    For the
Year ended
June 30,		     For the
Year ended
June 30,		  
    2026     2025  
Unaudited pro forma revenue   $ 5,171,355     $ 2,333,158  
Unaudited pro forma net loss   $ (11,675,701 )   $ (23,597,428 )

 

The following tables summarizes the consideration transferred to acquiring TAZTE at the date of acquisition:

 

Cash consideration   $ 244  

 

 

The following table summarizes the fair value of the identifiable assets acquired and liabilities assumed at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of TAZTE:

 

    Fair value
as of
acquisition
date		  
Total consideration     244  
Less: net assets of TAZTE:        
Cash and cash equivalent     14,798  
Property and equipment, net     830  
Other receivable and other current assets     514  
Total assets     16,142  
Other payable and accrued liabilities     (535,675 )
Contract liabilities     (3,307 )
Total liabilities     (538,982 )
Total net deficit of TAZTE     (522,840 )
Goodwill   $ 523,084  

 

The purchase price was allocated to the identifiable assets acquired and liabilities assumed based on their acquisition-date estimated fair values. The Company evaluated the assets acquired to determine whether any separately identifiable intangible assets met the recognition criteria under ASC 805. Based on management’s assessment, no separately identifiable intangible assets were identified as of the acquisition date. Accordingly, no identifiable intangible assets or related deferred tax liabilities were recognized as part of the purchase price allocation. The assembled workforce acquired as part of the transaction does not qualify for separate recognition as an identifiable intangible asset and is included in goodwill.

 

The Company, with the assistance of a third-party appraiser, assessed the fair value of the 100% equity interest in TAZTE based on a number of factors, including financial forecasts and market-based valuation information. Management of the Company is responsible for determining the fair values of the assets acquired and liabilities assumed as of the acquisition date.

 

The goodwill, which is not deductible for income tax purposes, is primarily attributed to the expected synergies from integrating TAZTE’s operations with the Company’s existing ZCITY platform. The acquisition of TAZTE is strategically aimed at enhancing the Company’s digital ecosystem through collaboration between the TAZTE program and the ZCITY platform. By integrating TAZTE’s internet-based retail and food-delivery capabilities with ZCITY, the Company expects to broaden the services available through its digital ecosystem and enhance engagement with merchants and consumers. The synergy between the TAZTE program and the ZCITY platform is expected to expand the Company’s service offerings and customer reach.