Treasure Global Inc. SEC Filings

Treasure Global Inc is offering up to 2,100,000 shares of common stock under a prospectus supplement tied to an existing purchase agreement with Alumni Capital LP. This amount reflects a 1‑for‑20 reverse stock split that reduced the shares covered by the prior prospectus from 42,000,000 to 2,100,000 on a post‑split basis. The company has already issued 623,831 Purchase Shares and 150,000 Warrant Shares under the earlier prospectus and is now changing how the remaining Selling Stockholder Shares are allocated between direct purchase and warrant exercises, from 1,950,000 Purchase Shares and 150,000 Warrant Shares to 950,000 Purchase Shares and 1,150,000 Warrant Shares. Alumni Capital is treated as an underwriter, will bear brokerage commissions, and may sell these shares over time, while the company covers registration-related legal and accounting costs. The offering ends once all Selling Stockholder Shares are sold.

Treasure Global Inc. completed a registered direct offering of 250,000 shares of common stock at $10.00 per share, generating aggregate gross proceeds of approximately $2,500,000 before fees and expenses.

The company plans to use the net proceeds for working capital and general corporate purposes. D. Boral Capital LLC acted as placement agent, receiving a cash fee equal to 7% of the aggregate gross proceeds and reimbursement of certain expenses and legal fees for up to $80,000.

Under the purchase agreement, Treasure Global agreed for 30 days after the closing on December 11, 2025 not to issue or agree to issue additional common stock or equivalents, or file new registration statements or amendments, subject to specified exceptions.

Treasure Global Inc is offering 250,000 shares of common stock at a public price of $10.00 per share, for gross proceeds of $2,500,000.00 before fees. Net proceeds are estimated at approximately $1,985,000 and are intended for working capital and general corporate purposes.

After the sale, 1,526,364 shares will be outstanding, up from 1,276,364 as of December 10, 2025, and all share figures reflect a 1-for-20 reverse stock split effective December 5, 2025. The company reports historical net tangible book value of $22.79 per share as of September 30, 2025, which would fall to $17.50 per share on an as-adjusted basis, creating immediate dilution for existing holders. Treasure Global also discloses a Nasdaq staff determination that it is not meeting the minimum bid price rule and that its cumulative reverse split ratio limits further compliance periods, so loss of its Nasdaq listing is a significant risk alongside ongoing capital needs and the possibility that investors could lose their entire investment.

Treasure Global Inc. (TGL) reported the results of its 2025 Special Stockholders Meeting held virtually on November 24, 2025. Stockholders of record as of November 12, 2025, representing 16,962,004 shares of common stock, were entitled to vote, with each share carrying one vote.

At the meeting, holders of 9,069,887 voting shares were present in person or by proxy, representing approximately 53.47% of the outstanding voting power, which constituted a quorum under Delaware law and the company’s bylaws. Two proposals were voted on; one received 8,837,102 votes for, 217,799 against, and 14,986 abstentions, and the other received 8,853,600 votes for, 169,945 against, and 46,342 abstentions. Each proposal required the affirmative vote of a majority of the shares present and entitled to vote, and both proposals were approved.

Treasure Global Inc. (TGL) reported that on November 18, 2025 it signed a non-binding letter of intent to acquire 51% of Quarters Elite Advisory Sdn Bhd. The proposed purchase price is Ringgit Malaysia 5,160,000 (about US$1,200,000 at an exchange rate of US$1:RM4.30), and is subject to an independent valuation of the target company.

The potential deal depends on completing due diligence to the board’s satisfaction, meeting all conditions described in the letter, obtaining any required stockholder or Nasdaq approvals, and securing sufficient capital. Except for limited specified paragraphs, the letter is non-binding, so there is no assurance a definitive share purchase agreement will be signed or that the transaction will be completed.

Treasure Global Inc. (TGL) reported that on November 14, 2025 it entered into a Lock-Up Agreement with certain existing stockholders. These stockholders agreed not to sell, transfer, pledge, or otherwise dispose of shares of common stock or related convertible securities for one year from the agreement date. The company will direct its transfer agent to place stop-transfer restrictions on the affected securities during this period.

The agreement allows limited exceptions, such as bona fide gifts, transfers to immediate family or affiliated entities, and transfers by will or inheritance, as long as recipients accept the same restrictions and no transfer must be reported to the SEC. Exercises of employee stock options or warrants are permitted if any shares received stay locked up. Stockholders may also set up Rule 10b5-1 plans, provided no public filings or sales occur under those plans during the one-year restriction.

Treasure Global Inc. is asking stockholders to approve a reverse stock split authorization and a related adjournment option at a virtual special meeting on November 24, 2025. The Board seeks flexibility to implement, or not implement, a reverse split of the common stock at a ratio between one-for-two and one-for-twenty to help maintain compliance with Nasdaq’s $1.00 minimum bid-price rule. As of November 14, 2025, Treasure Global had 16,962,004 common shares outstanding, which would drop to 848,100 shares under a 1-for-20 split, while authorized shares would remain at 600,000,000, significantly increasing authorized but unissued shares. The company highlights potential benefits such as a higher share price and broader investor interest, but also outlines risks including possible price declines, lower liquidity, greater dilution capacity, and no assurance of sustained Nasdaq compliance. A second proposal would allow the meeting to be adjourned to solicit more proxies if support for the split is initially insufficient.

Treasure Global Inc. (TGL) entered a material service agreement with Myviko Holding Sdn Bhd on November 10, 2025 to provide services related to a digital currency wallet and exchange platform. The agreement runs for one year and sets a total service fee of US$5,000,000.

At signing, the company agreed to pay US$100,000 in cash within seven business days and to issue common stock valued at US$3,400,000 at a cost basis of US$1.10 per share within five business days. The issued shares will be restricted for six months. The equity issuance will rely on Regulation S. Other customary terms and termination provisions apply.

Treasure Global Inc. (TGL) entered a material definitive agreement with Malaysian firm Pepe Cemerlang Marketing on October 24, 2025. The 12‑month marketing consultancy covers financial advisory, strategic business planning, and investor and public relations services.

The Company shall pay a total of USD $1,000,000, subject to the Company’s satisfaction of the deliverables specified in the agreement. The contract includes customary representations, warranties, and termination provisions. The full agreement is filed as Exhibit 10.1.