| Nature of business and organization |
Note 1 – Nature of business and organization Treasure Global Inc. (“TGL” or the “Company”) is a holding company incorporated on March 20, 2020, under the laws of the State of Delaware. The Company has 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, respectively). TADAA Technologies was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization. On March 11, 2021, TGL completed a reverse recapitalization (“Reorganization”) under common control of its then existing stockholders, who collectively owned all of the equity interests of TADAA TECHNOLOGIES prior to the Reorganization through a Share Swap Agreement. TADAA TECHNOLOGIES is under common control of the same stockholders of TGL through a beneficial ownership agreement, which results in the consolidation of TADAA TECHNOLOGIES and has been accounted for as a Reorganization of entities under common control at carrying value. Before and after the Reorganization, the Company, together with its subsidiaries is effectively controlled by the same stockholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5. The Company, through its wholly owned subsidiary, TADAA TECHNOLOGIES, engages in the payment processing industry and operate an online-to- offline (“O2O”) e-commerce platform known as “ZCITY”. The Company has extensive business interests in creating an innovative O2O e-commerce platform with an instant rebate and affiliate cashback program business model, focusing on providing a seamless payment solution and capitalizing on big data using artificial intelligence technology. The Company’s proprietary product is an internet application (or “app”) called “ZCITY App”. ZCITY App drives user app download and transactions by providing instant rebate and cashback. The Company aims to transform and simplify a user’s e-payment gateway experience by providing great deals, rewards and promotions with every use in an effort to make it Malaysia’s top reward and payment gateway platform. During the year ended June 30, 2025, the Company launched a new revenue stream by providing customized software development services. This business line is part of the Company’s broader efforts to explore new growth opportunities and strengthen its capabilities in the technology and digital services sector. The accompanying consolidated financial statements reflect the activities of TGL and each of the following entities. | Name | | Background | | Ownership | | TADAA Technologies Sdn. Bhd (formerly known as ZCity Sdn Bhd and Gem Reward Sdn. Bhd.) (“TADAA Technologies”) | | ●
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● | A Malaysian company
Incorporated in June 2017
Operated O2O e-commerce
platform known as ZCITY | | 100% owned by TGL | | TADAA Ventures Sdn. Bhd (formerly known as VWXYZ Venture Sdn. Bhd underwent a name change on July 29, 2025.) (“TADAA Ventures”) (1) (4) | | ●
●
● | A Malaysian company
Incorporated in July 2024
Holding company | | 100% owned by TGL | | Bowlcrafted Sdn. Bhd. (“Bowlcrafted”) (2) (4) | | ●
● | A Malaysian company
Incorporated in September
2025 | | 100% owned by TADAA Ventures | | TADAA Capital Sdn. Bhd (“TADAA Capital”) (3) | | ●
● | A Malaysian company
Incorporated in August 2025 | | 100% owned by TGL | | Tazte Technology Sdn.Bhd.(“Tazte Technology”) (5) (6) | | ●
● | A Malaysian company
Incorporated in March 2024 | | 100% owned by TADAA Technologies | | EVIX Technologies Sdn.Bhd.(“EVIX Technologies”) (7) | | ●
● | A Malaysian company
Incorporated in May 2026 | | 70% owned by TADAA Capital | | TADAA Limited | | ●
● | A British Virgin Islands
(“BVI”) company
Incorporated in October 2025 | | 100% owned by TGL | | (1) | TADAA Ventures is a holding company incorporated in July 2024, under the laws of Malaysia. As of June 30, 2026, TADAA Ventures has no substantive operations. | | (2) | Bowlcrafted is a food and beverage company incorporated in September 2025, under the laws of Malaysia. As of June 30,2026, Bowlcrafted has no substantive operations. | | (3) | TADAA Capital is a holding company incorporated in August 2025, under the laws of Malaysia. As of June 30,2026, TADAA Capital has no substantive operations. | | (4) | On December 22, 2025, the Company entered into a Share Sale Agreement (“SPA”) with a third party (the “Buyer”) to dispose of its entire equity interest in Tadaa Ventures and its subsidiary Bowlcrafted. The consideration for the transaction consists of ordinary shares of Reveillon Group Limited with an agreed aggregate value of $1,400,000. Control of Tadaa Ventures and Bowlcrafted was transferred to the Buyer on February 10, 2026 (“Disposal Date”), and accordingly, both entities were deconsolidated from the Company’s consolidated financial statements as of that date. As a result of the deconsolidation, the Company recognized a gain of $1,013,977. The Company determined that the deconsolidation does not meet the criteria for discontinued operations presentation in accordance with ASC 205-20, as the disposal does not represent a strategic shift that has a major effect on the Company’s operations or financial results. | In connection with the disposal, the Company recognized a gain of $1,013,977, calculated as follows: | | | Disposal
Date | | | Share Consideration | | $ | 1,400,000 | | | Less: Net assets of Tadaa Venture and Bowlcrafted | | | 386,023 | | | Gain from disposal of Tadaa Venture and Bowlcrafted | | $ | 1,013,977 | | | (5) | In February 23, 2026, the Company entered into a Share Sale Agreement with a third party for the proposed acquisition of Tazte Technology Sdn. Bhd. (“Tazte”). The acquisition was completed on April 23, 2026, upon which Tazte became a wholly owned subsidiary of the Company. The acquisition was accounted for as a business combination under ASC 805, Business Combinations. (see Note 3) | | (6) | In May 2026, EVIX Technologies Sdn. Bhd. (“EVIX”) was incorporated in Malaysia pursuant to a joint venture agreement entered into among TADAA Capital, and two third parties. Upon incorporation, TADAA Capital held a 70% ownership interest in EVIX and had the contractual right to appoint a majority of EVIX’s board of directors. The board is responsible for directing EVIX’s strategic, financial, and operating activities. Accordingly, the Company determined that it controlled EVIX and consolidated EVIX from its incorporation date. In June 2026, TADAA Capital transferred al 19% ownership interest in EVIX to one of the noncontrolling shareholders, decreasing its ownership interest from 70% to 51%. Because the Company retained control of EVIX before and after the transaction, the acquisition of the additional interest was accounted for as an equity transaction with the noncontrolling interest, with no gain or loss recognized. |
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