3,390,022

3,385,896

On September 20, 2024, the Company entered into a partnership agreement (the “Partnership Agreement”) with Credilab Sdn. Bhd. (“CLSB”) for five years. Pursuant to the Partnership 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, while the Company will periodically provide collaboration deposit fund to CLSB, which CLSB will be utilized to support CLSB’s credit service activities for the portfolio clients introduced by the Company’s ZCity App (“Portfolio Clients”).

On January 1, 2026, the Company and CLSB entered into a termination agreement pursuant to which the Partnership Agreement was terminated effective January 1, 2026. In connection with the termination, CLSB agreed to repay the outstanding collaboration deposits to the Company pursuant to a milestone-based payment schedule. Under the agreed payment schedule, CLSB is required to make monthly payments of $47,348 from February 2026 through December 2030, followed by a payment of $47,349 in January 2031 and a final lump-sum payment of $2,913,304 in February 2031.

As of June 30, 2026, the outstanding collaboration deposit was $5,625,597, of which $568,182 and $5,057,415 were classified as current and non-current, respectively, based on the contractual repayment schedule. As of June 30, 2026, the Company recorded an allowance for expected credit losses of $2,531,519 against the collaboration deposit. Subsequent to June 30, 2026 and through the date of issuance of these consolidated financial statements, the Company received repayments of $331,000 from CLSB.

The balance of software development deposit consists as following:

On July 20, 2023, the Company entered into a software development agreement (the “Agreement”) with Nexgen Advisory Sdn Bhd (“Nexgen”), an unrelated third party. Pursuant to the Agreement, the Company engaged with Nexgen in software development related to the creation of an artificial intelligence-powered travel platform. The Company had made a $209,768 service deposit to Nexgen; however, the service had not yet commenced. On September 25, 2023, the Company terminated the Agreement with Nexgen. As of June 30, 2026, $111,777 of the service deposit was refunded by Nexgen. As of June 30, 2026 and 2025, $97,991 and $95,049 estimated credit loss was recorded against the software development deposits, respectively.

On July 18, 2024, the Company entered into an agreement with Musli Development Sdn Bhd (“Musli”) and V Galactech Sdn. Bhd (“V Galactech”) for the provision of subcontractor services related to developing smart campus management system at the Enforcement Leadership & Management University, Malaysia. Under the terms of these agreements, both Musli and V Galactech were engaged to provide services including infrastructure cabling, wiring, and network design consultancy for a total amount of $727,626 and $242,542, respectively. As of June 30, 2026, the Company had remitted a service deposit of $412,380 and $218,566 to Musli and V Gallant, respectively. As of June 30, 2026 and 2025, $630,946 estimated credit loss were recorded against the software development deposits to V Galactech and Musli.

On March 11, 2026, the Company entered into a Software Enhancement Agreement on behalf of Tazte with Apexcode Innovations Sdn. Bhd. to provide technology development and enhancement services for the Tazte Apps platform for a total contract consideration of $2,866,242. As of June 30, 2026, Phase 1 of the software development project had been completed, and $955,414 of the related development costs had been transferred to intangible assets. The remaining amount of approximately $110,240 related to development services not yet completed was recorded as software deposit as of June 30, 2026.

On May 28, 2026, the Company entered into a Software Development Agreement with Nexe Cloud Limited (“Nexe”), pursuant to which Nexe agreed to provide software development services to the Company for a total contract price of $2,200,000. Under the agreement, Nexe is responsible for the development and delivery of the software and related services in accordance with the specifications and milestones set forth in the agreement. The contract price is payable in installments upon the achievement of specified development milestones and project acceptance. As of June 30, 2026, the Company had paid an aggregate amount of $900,000 pursuant to the Nexe agreement.

The balance of prepaid technical support and maintenance fee consists as following:

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. The Service Fee includes an upfront payment for the development costs of the mini-game modules, as well as the payment of a flat fee of $10,000 per month, starting from the delivery of the first mini-game module, for the ongoing technical support for a period of five years. As of June 30, 2026, the first mini-game module has been delivered to the Company. Consequently, a total of $600,000 in prepaid technical support fees paid to OCTA through the issuance of the Company’s common stock has been recorded as a prepaid expense. As of June 30, 2026, the remaining balance of the prepaid technical support fees was $480,000, of which $360,000 was classified as non-current.

The balance of other receivable mainly consists as following:

On May 24, 2024, the Company disposed of all of its equity interest in Foodlink and its subsidiaries Morgan for a consideration of $148,500. As of June 30, 2026, the Company has collected $30,540 from the Purchaser. As of June 30, 2026 and 2025, $117,960 and $117,932 estimated credit loss were recorded against other receivable.

The balance of prepaid investment consists as following:

On February 11, 2025, TADAA Ventures, entered into a Share Purchase Agreement (“SPA”) with Amystic Commerce Sdn Bhd (“Amystic”), a private company incorporated in Malaysia. Pursuant to the SPA, TADAA Ventures will acquire 51% of the ordinary shares (“the Sale Shares”) in Tien Ming Distribution Sdn Bhd (“Tien Ming”), a private company incorporated in Malaysia principally involved in distribution of all kinds of consumer products, providing logistics and acting as traders. The purchase price for the Sale Shares is RM 5,100.00. The acquisition is part of TADAA Ventures’ commitment to invest up to RM 3,000,000.00 in the Tien Ming Distribution to support its operations and obligations to provide warehousing and fulfilment delivery services for F&N Beverages Marketing Sdn Bhd. As of June 30, 2026, the Company reviewed its investment in Tien Ming and determined to initiate the termination of the acquisition due to the Company’s lack of control and significant influence over the entity. In connection with the share buyback arrangement dated December 15, 2025, the Company had relinquished and ceased to exercise control over the management and operations of Tien Ming, and the nominee director appointed by the Company had resigned. Pursuant to the Share Buyback Letter, the shareholder loan advanced by the Company’s subsidiary to Tien Ming was converted into a third-party loan repayable by Tien Ming. In addition, pursuant to the Debt Assignment Agreement dated February 1, 2026, all rights, title, interests and benefits relating to the assigned debt amount were transferred to the Company.

As a result, the prepaid investment balance of $241,714 related to the Tien Ming acquisition was reclassified as a receivable from Tien Ming. As of the issuance date of these consolidated financial statements, the Company had not collected the outstanding balance. Based on management’s assessment of collectability, including the uncertainty surrounding repayment and the lack of recovery as of the issuance date, the Company recognized a full allowance for expected credit losses of $241,714 as of June 30, 2026.