Treasure Global Inc. SEC Filings

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.

Treasure Global Inc. (TGL) entered a management consultancy agreement with Astute All Advisory Ltd on October 27, 2025. The two‑year engagement covers management consultancy and business strategy planning.

The Company will pay a Service Fee of $1,500,000, which is due and earned upon execution. Treasure Global may settle this in cash and/or in common stock; if paid in shares, the issue price per TGL share will be $0.90. Any share issuance will be made under Regulation S.

The agreement includes customary representations, warranties, and termination provisions and runs for 24 months unless earlier ended under its terms.

Treasure Global Inc. (TGL) appointed Chong Chan “Sam” Teo as Executive Director and Head of Operations, effective October 22, 2025. Teo, a former CEO of the company, will receive $120,000 worth of common stock annually, issued monthly based on the shares’ VWAP for each month.

The Board also appointed Y. Bhg. Datin Nurfatin Binti Mufti as an Independent Director, effective October 22, 2025. Under her letter agreement, she will receive a monthly salary of RM3,000 and reimbursement of reasonable expenses in line with company policies.

Treasure Global Inc. (TGL) is seeking stockholder approval to authorize a reverse stock split of its common stock at a ratio between 1‑for‑2 and 1‑for‑20, with the Board empowered to set the timing or refrain from taking action. The stated purpose is to help maintain compliance with Nasdaq Listing Rule 5550(a)(2) (minimum $1.00 bid price).

The Special Meeting will be held virtually on December 12, 2025 at 9:00 a.m. ET, and the record date is November 19, 2025. The Board recommends voting “FOR” the split authorization and “FOR” the proposal to adjourn the meeting if additional proxies are needed. If implemented, the reverse split would reduce the number of shares outstanding without changing par value; the draft amendment provides that no fractional shares will be issued and fractions will be rounded up to a whole share. Authorized common shares would remain unchanged, increasing the proportion of authorized but unissued shares.

As context, shares outstanding were 12,649,982 as of October 27, 2025. The company notes potential risks, including reduced liquidity, volatility, and no assurance that a higher post‑split price will be sustained.

Treasure Global Inc. (TGL) disclosed two agreements involving cash and stock consideration. The company agreed to purchase an AI server from Nexe Cloud Limited for $750,000, comprising $280,000 in cash and $470,000 satisfied in common stock at a cost basis of $0.90 per share. Cash is due within 14 days of delivery, and the shares are to be issued within 10 business days from the agreement date.

Separately, TGL entered a two‑year service agreement with Weshare Management SDN BHD for $1,500,000, to be paid in TGL common stock valued at a cost basis of $0.85 per share, with issuance within three working days from the effective date. Both issuances are to be made pursuant to Regulation S. The service term may be renewed for one year at the company’s discretion if agreed in writing.

Treasure Global Inc. filed Amendment No. 1 to its Annual Report to add new Section 302 and Section 906 Sarbanes‑Oxley certifications and to amend notes to the financial statements. The company states no other updates to the original filing.

The filing reiterates substantial doubt about continuing as a going concern. For the year ended June 30, 2025, the company reported cash of approximately $0.2 million, an accumulated deficit of approximately $61.4 million, a net loss of approximately $23.4 million, and approximately $9.5 million of net cash used in operating activities.

As context, 8,490,187 shares of common stock were outstanding as of October 14, 2025. The aggregate market value held by non‑affiliates was approximately $297.6 million as of December 31, 2024, based on a $8.85 closing price.

The company highlights business risks including customer concentration, reliance on third‑party partners, competitive pressures, and a May 2025 limited cybersecurity incident.