TREASURE GLOBAL INC annual report, FY2026

Treasure Global Inc. (Nasdaq: TGL) — FY2026 Form 10-K

Reporting period: Year ended June 30, 2026; U.S. dollars unless noted. The filing was signed October 13, 2026. Treasure Global operates the Malaysia-focused ZCITY online-to-offline commerce, payments and rewards platform, and reports a customized software development segment. Its financial statements received an unqualified audit opinion, but the auditor highlighted substantial doubt about the Company’s ability to continue as a going concern.

Key financial metrics

Metric	FY2026	FY2025
Revenue	$5.17 million	$2.33 million
Gross profit / margin	$8,742 / 0.2%	$1.67 million / 71.6%
Operating loss	$16.43 million	$22.03 million
Net loss	$11.09 million	$23.38 million
Net cash used in operating activities	$6.88 million	$9.48 million
Net cash used in investing activities	$3.08 million	$5.77 million
Net cash provided by financing activities	$11.61 million	$15.43 million

At June 30, 2026, cash and cash equivalents were $1.59 million, versus $237,000 a year earlier; working capital was approximately $4.6 million, versus $1.9 million. Total assets were $19.32 million and total liabilities $5.75 million. The balance sheet showed a $37,633 insurance loan and $1.19 million of derivative liabilities related to warrants. Operating cash burn continued despite the smaller reported net loss.

Material changes and operating trends

• Revenue rose 121.8%, driven by product and loyalty program revenue of $5.16 million, up 732%. E-vouchers accounted for $5.09 million of revenue. Customized software development revenue fell to zero from $1.48 million, and membership subscription revenue also fell to zero; transaction revenue declined 90.4% to $12,187.
• Cost of revenue increased to $5.16 million, nearly matching total revenue. Product and loyalty revenue generated a gross loss of $3,445, compared with $413,791 of gross profit in FY2025. Management attributed the deterioration partly to reward-program revenue deferrals relative to associated costs.
• Net loss narrowed by $12.29 million, but remained substantial. Operating expenses included $3.43 million of credit-loss provision, $3.04 million of long-lived-asset impairment, $1.85 million of stock-based compensation, $1.65 million of R&D and $1.26 million of selling expense. The prior year included $19.52 million of impairment.
• Other income was $5.54 million, compared with $996,000 of other expense in FY2025. It included a $4.64 million gain from changes in fair value of derivative assets and warrant liabilities and a $1.01 million gain on disposal of subsidiaries; these items materially helped reduce the reported net loss.
• ZCITY had 2,710,183 registered users and 2,027 participating merchants at year-end, but only 3,054 active users—about 0.1% of registered users. Active users declined from 4,887 in the June 2025 quarter; no new participating merchants were reported in any of the five quarters shown. Management cited fewer available e-vouchers and lower marketing and rewards spending.

Liquidity, outlook and risks

Management says recurring losses, a $72.49 million accumulated deficit and $6.88 million of operating cash outflow create substantial doubt about the Company’s ability to continue as a going concern. It expects to seek further equity financing and manage expenses; it warns that financing may not be available on acceptable terms and operations may need to be curtailed or ceased. The filing provides no quantified revenue or earnings guidance. Management indicated proceeds from prior offerings were expected to fund needs only until partway through the first calendar quarter of 2027.

• FY2026 financing included equity offerings and warrant exercises. After year-end and through the financial-statement issuance date, the Company reported $2.39 million of net ATM proceeds and receipt of the remaining $600,000 under a subscription agreement, alongside additional share issuance. Future equity funding may dilute existing holders.
• Receivable recovery is a significant concern: the Company recorded $3.79 million of allowances against other receivables and current assets, including a $2.53 million allowance against a $5.63 million Credilab collaboration deposit. Credilab’s repayment schedule extends to 2031; $331,000 had been received after year-end through the financial-statement issuance date. A separate $241,714 Tien Ming receivable was fully reserved.
• Customer and counterparty concentration remains relevant. Two customers represented 86.0% and 13.4% of accounts receivable at year-end. One vendor represented 97.7% of FY2026 purchases. The Company also relies on third-party payment, voucher, cloud and technology providers; many material contracts can be terminated on 30 days’ notice or, for iPay88, without a stated notice period.
• The filing identifies two material weaknesses in financial reporting controls: insufficient U.S. GAAP expertise and no functional internal audit function. Management concluded disclosure controls and internal control over financial reporting were not effective at June 30, 2026; planned remediation includes hiring, training and external assistance.
• The May 2025 cybersecurity incident is described inconsistently: the risk section says ZCITY operations were suspended for 44 days, while the cybersecurity section says production systems remained operational and the impact was limited to email routing. Both sections report no evidence of customer-data or financial-information compromise; investors should verify the duration and business impact.
• Nasdaq bid-price compliance was regained in December 2025 after a 1-for-20 reverse split; the Company had also completed 1-for-50 and 1-for-70 reverse splits in 2025 and 2024. Continued listing compliance is not assured.

Unusual items and subsequent developments

The Company acquired Tazte Technology in April 2026 and reported $523,084 of goodwill. It also disposed of TADAA Ventures and Bowlcrafted, recognizing a $1.01 million gain. In August 2026, it agreed to sell its contractual rights to V Gallant and Reveillon shares for $5.2 million and $1.4 million, respectively, payable over 36 monthly installments—not as immediate cash proceeds. Subsequent software development agreements include a $3 million Lifestyle Membership and Experience Platform and a separate Power BI project; the filing’s business discussion and subsequent-event note do not state the latter contract amount consistently.

Important facts for investors to verify

• Whether additional financing is available and sufficient to address the going-concern warning and operating cash burn.
• The collectability, timing and recoverable value of the Credilab deposit, other receivables and other prepayments, given the significant allowances.
• Whether ZCITY can improve active-user engagement and product-level economics, especially its near-zero gross margin and declining active-user base.
• The assumptions supporting Level 3 derivative valuations and the expected timing and certainty of installment proceeds from the V Gallant and Reveillon rights sales.
• Current shares outstanding and potential dilution from the ATM program, subscriptions, warrants and share-settled service agreements. The filing reports 2,027,579 shares at June 30, 2026 and 5,159,897 shares on the cover as of October 13, 2026; reconcile this change and subsequent issuances.
• The status of remediation for material weaknesses and the precise duration and impact of the May 2025 cybersecurity incident.