TREASURE GLOBAL INC

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED March 31, 2023



TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM_________ to________

COMMISSION FILE NUMBER 

001-4147

(Exact name of registrant as specified in its charter)

Delaware		36-4965082
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

276 5th Avenue, Suite 704 #739, New York, New York 10001		+6012 643 7688
(Address of principal executive offices) (Zip Code)		(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001 per share		TGL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes

As of May

, 2023, the registrant had a total of 17,573,830 shares of its common stock, par value $0.00001 p

r share, issued and outstanding.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends impacting the financial condition of our business. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements.

Forward-looking statements include all statements that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “intend,” “seek,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “might,” “forecast,” “continue,” or the negative of those terms, and similar expressions and comparable terminology intended to reference future periods. Forward-looking statements include, but are not limited to, statements about:

Our ability to effectively operate our business segments;

Our ability to manage our research, development, expansion, growth and operating expenses;

Our ability to evaluate and measure our business, prospects and performance metrics;

Our ability to compete, directly and indirectly, and succeed in our highly competitive industry;

Our ability to respond and adapt to changes in technology and customer behavior; and

Our ability to protect our intellectual property and to develop, maintain and enhance a strong brand.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Accordingly, the forward-looking statements in this Quarterly Report on Form 10-Q should not be regarded as representations that the results or conditions described in such statements will occur or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements.

ART I – FINANCIAL INFORMATION

TEM 1. UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

TREASURE GLOBAL INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			June 30,
	2023			2022
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	4,094,673		$	1,845,232
Accounts receivable, net		43,271			-
Inventories		213,761			216,069
Other receivable and other current assets		486,105			8,780
Prepayments		381,519			203,020
Total current assets		5,219,329			2,273,101

NON-CURRENT ASSETS
Property and equipment, net		337,198			337,645
Operating lease right-of-use asset		63,179			-
Deferred offering costs		-			93,536
Other asset, non-current		66,878			-
Total non-current assets		467,255			431,181

TOTAL ASSETS	$	5,686,584		$	2,704,282

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Related party loan, current portion	$	4,728		$	4,505
Insurance loan		238,686			-
Convertible notes payable, net of unamortized discounts of $137,693 and $717,260 as of March 31, 2023 and June 30, 2022, respectively		1,862,307			10,954,042
Convertible notes payable, related parties		-			2,437,574
Loans from third parties		-			1,417,647
Account payable		-			25,397
Account payable, related parties		-			14,326
Customer deposits		134,452			73,317
Contract liability		44,347			56,757
Other payables and accrued liabilities		418,804			1,161,860
Other payables, related parties		14,612			-
Amount due to related parties		331,614			2,060,088
Operating lease liability		35,636			-
Income tax payables		4,495			16,445
Total current liabilities		3,089,681			18,221,958

NON-CURRENT LIABILITIES
Operating lease liability, non-current		27,543			-
Related party loan, non-current portion		9,917			13,883
Senior note		-			65,000
Total non-current liabilities		37,460			78,883
TOTAL LIABILITIES		3,127,141			18,300,841

COMMITMENTS AND CONTINGENCIES (NOTE 15)

STOCKHOLDERS' EQUITY (DEFICIENCY)
Common stock, par value $0.00001; 150,000,000 shares authorized, 17,573,830 and 10,545,251 shares issued and outstanding as of March 31, 2023 and June 30, 2022, respectively		176			105
Additional paid-in capital		30,896,963			4,020,552
Accumulated deficit		(28,326,321	)		(19,715,740	)
Accumulated other comprehensive (loss) income		(11,375	)		98,524
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)		2,559,443			(15,596,559	)

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	5,686,584		$	2,704,282

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TREASURE GLOBAL INC. AND SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the Three Months Ended March 31,						For the Nine Months Ended March 31
	2023			2022			2023			2022

REVENUES	$	18,152,113		$	21,096,379		$	54,152,621		$	63,440,380

COST OF REVENUES		(18,004,280	)		(21,080,872	)		(53,700,540	)		(63,213,814	)

GROSS PROFIT		147,833			15,507			452,081			226,566

SELLING		(1,174,925	)		(1,405,495	)		(3,734,255	)		(5,022,545	)
GENERAL AND ADMINISTRATIVE		(1,369,369	)		(822,644	)		(3,035,688	)		(1,888,511	)
RESEARCH AND DEVELOPMENT		(105,961	)		(68,345	)		(403,191	)		(261,567	)
STOCK-BASED COMPENSATION		(380,000	)		(321,057	)		(819,332	)		(962,938	)
TOTAL OPERATING EXPENSES		(3,030,255	)		(2,617,541	)		(7,992,466	)		(8,135,561	)

LOSS FROM OPERATIONS		(2,882,422	)		(2,602,034	)		(7,540,385	)		(7,908,995	)

OTHER (EXPENSE) INCOME

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PART I. FINANCIAL INFORMATION		4

Item 1.	Unaudited Condensed Consolidated Financial Statements	4

	Unaudited Condensed Consolidated Balance Sheets	F-1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss	F-2

	Unaudited Condensed Consolidated Statements of Change in Stockholders’ Equity (Deficiency)	F-3

	Unaudited Condensed Consolidated Statements of Cash Flows	F-4

	Notes to Unaudited Condensed Consolidated Financial Statements	F-5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	22

Item 1A.	Risk Factors	22

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22

Item 3.	Defaults Upon Senior Securities	22

Item 4.	Mine Safety Disclosures	22

Item 5.	Other Information	22

Item 6.	Exhibits	22

SIGNATURES		23