Treasure Global (TGL) risk factors, FY2026 10-K

Risks Related to Our Business

1. 01There is substantial doubt about our ability to continue as a going concern22% rewritten
2. 02We have a limited operating history in an evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful
3. 03If we fail to raise capital when needed it will have a material adverse effect on our business, financial condition and results of operations
4. 04None of our material contracts are long-term and if not renewed could have a material adverse effect on our business
5. 05The internet-based ecommerce business is highly competitive and we compete with several different types of companies that offer some form of user-vendor connection experience, as well as marketing data companies. Certain of these competitors may have greater industry experience or financial and other resources than us
6. 06If we are unable to expand our systems or develop or acquire technologies to accommodate increased volume or an increased variety of operating systems, networks and devices broadly used in the marketplace our ZCITY App could be impaired
7. 07As we increase our reliance on cloud-based applications and platforms to operate and deliver our products and services, any disruption or interference with these platforms could adversely affect our financial condition and results of operations
8. 08Our failure to successfully market our ZCITY App could result in adverse financial consequences
9. 09We may not be able to successfully develop and promote new products or services which could result in adverse financial consequences
10. 10A decline in the demand for goods and services of the merchants included in the ZCITY App could result in adverse financial consequences
11. 11The effective operation of our platform is dependent on technical infrastructure and certain third-party service providers
12. 12There is no assurance that we will be profitable
13. 13We could lose the right to the use of our domain names
14. 14We may be required to expend resources to protect ZCITY App information or we may be unable to launch our services
15. 15Breaches of our online commerce security could occur and could have an adverse effect on our reputation
16. 16We may not have the ability to manage our growth
17. 17We rely on the performance of highly skilled personnel, and if we are unable to attract, retain and motivate well-qualified employees, our business could be harmed
18. 18Illegal use of our ZCITY App could result in adverse consequences to us
19. 19We are subject to certain risks by virtue of our international operations
20. 20We do not have liability business interruption, litigation or natural disaster insurance
21. 21The economy of Malaysia in general might not grow as quickly as expected, which could adversely affect our revenues and business prospects
22. 22We face the risk that changes in the policies of the Malaysian government could have a significant impact upon the business we may be able to conduct in Malaysia and the profitability of such business
23. 23We are subject to foreign exchange control policies in Malaysia
24. 24Malaysia is experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability
25. 25If inflation increases significantly in SEA countries, our business, results of operations, financial condition and prospects could be materially and adversely affected
26. 26Our business will be exposed to foreign exchange risk
27. 27Fluctuations in exchange rates in the Malaysian Ringgit (“RM”) could adversely affect our business and the value of our securities
28. 28We may not be able to maintain the listing of our common stock on Nasdaq, which could adversely affect our liquidity and the trading volume and market price of our common stock and decrease or eliminate your investment68% rewritten
29. 29Geopolitical conditions, including acts of war or terrorism or unrest in the regions in which we operate could adversely affect our business
30. 30Our failure to maintain effective internal controls over financial reporting could have an adverse impact on us
31. 31The material weaknesses identified included the following
32. 32We are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors
33. 33The elimination of personal liability against our directors and officers under Delaware law and the existence of indemnification rights held by our directors, officers and employees may result in substantial expenses
34. 34We have not paid dividends in the past and do not expect to pay dividends in the future, and any return on investment may be limited to the value of our stock

Cybersecurity incident and ongoing cyber risk

1. 35Customer and prepayment concentration

Regulatory Risks

1. 36Failure to comply with laws and regulations applicable to our business could subject us to fines and penalties and could also cause us to lose customers or otherwise harm our business
2. 37Regulation of the internet generally could have adverse consequences on our business
3. 38Privacy regulations could have adverse consequences on our business
4. 39We also expect that there will continue to be new laws, regulations and industry standards concerning privacy, data protection and information security proposed and enacted in various jurisdictions
5. 40Regulation of gift cards or “E-vouchers” could have adverse consequences on our business
6. 41The requirements of being a public company are complex and have increased costs
7. 42Failure to comply with the U.S. Foreign Corrupt Practices Act and Malaysia anti-corruption laws could subject us to penalties and other adverse consequences
8. 43Litigation is costly and time consuming and could have a material adverse effect our business, results or operations and reputation
9. 44We face potential liability and expense for legal claims based on the content on our ZCITY App
10. 45Our intellectual property rights may be inadequate to protect us against others claiming violations of their proprietary rights and the cost of enforcement could be significant
11. 46If we are unable to protect the confidentiality of our trade secrets, our business and competitive position could be harmed
12. 47Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets