United States securities and exchange commission logo
February 22, 2022
Chong Chan Teo
Chief Executive Officer
Treasure Global Inc.
276 5th Avenue, Suite 704 #739
New York, New York 10001
Re: Treasure Global
Inc.
Draft Registration
Statement on Form S-1
Submitted on
January 26, 2021
CIK No. 0001905956
Dear Mr. Teo:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1 Submitted on January 26, 2021
Cover Page
1. Please revise the cover
page to clarify if the company will be considered a controlled
company after the
offering.
Prospectus Summary
Reward Points, page 4
2. Please tell us, and
revise to the extent applicable, if your "reward points" disclosed here
are synonymous with
your "loyalty points" described in your loyalty program disclosure
on page 48 and
elsewhere within the filing.
Chong Chan Teo
FirstName LastNameChong Chan Teo
Treasure Global Inc.
Comapany22,
February NameTreasure
2022 Global Inc.
February
Page 2 22, 2022 Page 2
FirstName LastName
Risk Factors, page 19
3. We note that the common stock will be issued upon the listing of your
common stock on
Nasdaq as a result of the automatic conversion of your Convertible
Notes. Please revise to
discuss the risk of dilution upon conversion of the convertible notes
discussed throughout
your registration statement.
Use of Proceeds, page 41
4. We note that you currently intend to use the net proceeds from this
offering for working
capital, "including, but not limited to acquisitions, marketing,
hiring and IT development
and general corporate purposes." Revise to specifically discuss in
greater detail the uses of
net proceeds from this offering. As applicable, state the approximate
amount of proceeds
to be used for each identified use of proceeds. Please also tell us
whether you have
identified any particular business to acquire or otherwise entered
into preliminary
negotiations with potential acquisition targets.
Capitalization, page 42
5. Please revise your Capitalization table to provide separate columns
for your 'Pro Forma'
and 'Pro Forma as Adjusted' adjustments.
Management's Discussion and Analysis
Key Operating Metrics, page 47
6. Please tell us how the number of "active users" are less than the
number of "new
registered users" for the three months ended September 30, 2020 and
December 31, 2020.
7. Please balance your discussion of your registered and active user
growth with discussion
regarding your churn of active users. Specifically, we note the large
increases to your
number of new registered users without corresponding increases to the
number of active
users.
Results of Operation
For the years ended June 30, 2021 and 2020
Revenue
Product and loyalty program revenue, page 48
8. Please tell us the following in regard to your Product and Loyalty
Revenue Program:
Your initial accounting treatment of reward or loyalty points
that are issued to users
for the differing methods of participation referenced on page 4.
Your subsequent accounting treatment for the recognition of
reward or loyalty
points upon redemption or expiration.
Chong Chan Teo
Treasure Global Inc.
February 22, 2022
Page 3
Total revenue relating to the expiration of reward points
Total revenue that specifically relates to reward points earned
not as part of a
spending transaction.
Breakage estimate for reward or loyalty points, and
specifically for reward or loyalty
points issued as new user sign-up bonuses.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Liquidity and Capital Resources, page 51
9. Please clearly state how long you can satisfy your cash requirements
based upon cash on
hand and revenues from operations and explain whether you will have to
raise additional
funds in the next twelve months. Please also include a reasonably
detailed discussion of
your ability to continue in existence as a going concern and your
ability or inability to
generate sufficient cash to support your operations during the next
twelve months. Please
refer to Item 303(a)(1) of Regulation S-K.
About the ZCITY App, page 64
10. Your chart on page 64 shows that you offer a Buy Now and Pay Later
function. In an
appropriate place in your disclosure, please provide more details of
this function. For
example, who is providing this credit, who is processing the request
for this credit service
and who is taking the related credit risk of default. If this service
is not available, please
clearly disclose that it is not available and if this also true for
any other App functions
listed, please disclose that as well.
11. On page 65 you list some of your key business partnerships by
category. We also note
your discussion on page 73 of your strategic partners, with some of
whom you have
contracts. If you have material agreements with your key business
partners or strategic
partners, please describe the material terms of those agreements and
consider whether they
are a material contract that should be filed as an exhibit. In this
regard, please tell us if
you have their permission to use their corporate trademarks in your
filing.
Competitive Outlook, page 73
12. We note your chart on page 73. Please disclose the source of the
information that relates
to your competitors.
Intellectual Property Matters, page 73
13. We note your disclosure that "[i]t is not the intent of this prospectus
to delineate each and
FirstName LastNameChong Chan Teo
every trademarkable matter of ours owned through GEM." Please revise to
describe all
Comapany NameTreasure
material Global Inc.
patents, trademarks, licenses, franchises, concessions, royalty
agreements or
labor
February 22,contracts,
2022 Pageincluding
3 duration. Refer to Item 101(h)(4)(vii) of
Regulation S-K.
FirstName LastName
Chong Chan Teo
FirstName LastNameChong Chan Teo
Treasure Global Inc.
Comapany22,
February NameTreasure
2022 Global Inc.
February
Page 4 22, 2022 Page 4
FirstName LastName
Financial Statements
Notes to Consolidated Financial Statements
Note 1 - Nature of business and organization
Loyalty Program, page F-11
14. Please clarify for us if you are determined to be the accounting
principal or agent when
customers make purchases through your loyalty program. Please support
your conclusion
with your analysis, citing the appropriate guidance where applicable.
Refer to ASC 606-
10-55-36 through 40.
Disaggregated information of revenues..., page F-13
15. Please tell us your consideration of disaggregating revenues between
'product revenue'
and 'loyalty program revenue.' These revenue streams, in aggregate,
account for greater
than 99% of your 2021 total revenue, and appear to reflect differing
types of goods and/or
services. Refer to ASC 606-10-50-5 and ASC 606-10-55-89 through 91.
General
16. Please provide us with supplemental copies of all written
communications, as defined
in Rule 405 under the Securities Act, that you, or anyone authorized
to do so on your
behalf, have presented or expect to present to potential investors in
reliance on Section
5(d) of the Securities Act, whether or not you retained, or intend to
retain, copies of
those communications. Please contact the staff member associated with
the review of this
filing to discuss how to submit the materials, if any, to us for our
review.
You may contact Abe Friedman at 202-551-8298 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Jennifer L pez Molina at
202-551-3792 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services