Treasure Global (Nasdaq: TGL) revises 2.1M-share mix of purchase and warrant stock

Rhea-AI Filing Summary

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.

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-287904

PROSPECTUS SUPPLEMENT

(To Prospectus dated June 18, 2025)

Up to 2,100,000 Shares of Common Stock

 

Treasure Global Inc

This prospectus supplement (the “Prospectus Supplement”) amends and supplements the prospectus dated June 18, 2025 (the “Prospectus”) relating to the issuance of shares of common of Treasure Global Inc (“we,” “us,” “our,” or the “Company”), par value $0.00001 per share to Alumni Capital LP (“Alumni Capital” or the “Selling Stockholder”) pursuant to the Purchase Agreement, dated October 10, 2024 by and between us and Alumni and amended by the Modification Agreement dated as of January 21, 2025 (“Purchase Agreement”).

On December 5, 2025, the Company effected a reverse stock split of its common stock at a ratio of 1-for-20, which proportionally reduced the shares of common stock covered by the Prospectus from 42,000,000 shares to 2,100,000 shares (the “Selling Stockholder Shares”) on a post-split basis. The Company has previously issued 623,831 Purchase Shares (as defined below) and 150,000 Warrant Shares pursuant to the Prospectus.

We are filing this Prospectus Supplement to amend the allocation of the Selling Stockholder Shares from (A) 1,950,000 shares of our common stock (the “Purchase Shares”) that may be issued and sold to Alumni Capital pursuant to the Purchase Agreement and 150,000 shares of our common stock (the “Warrant Shares” and together with the Purchase Shares, the “Selling Shareholder Shares”) that can be underlying the Purchase Warrant Agreement (the “Alumni Warrant”) dated as of October 10, 2024 between us and Alumni Capital to (B) 950,000 Purchase Shares and 1,150,000 Warrant Shares.

The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended.

The Selling Stockholder will pay all brokerage fees and commissions and similar expenses. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the Selling Stockholder Shares, including legal and accounting fees. See “Plan of Distribution.”

This offering will terminate on the date that all of the Selling Stockholder Shares offered by this prospectus have been sold by the Selling Stockholder.

Our common stock is listed on The Nasdaq Capital Market under the symbol “TGL.” The last reported sale price of our common stock on The Nasdaq Capital Market on December 12, 2025, was $8.59 per share.

We are an “emerging growth company” and a “smaller reporting company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and have elected to comply with certain reduced public company reporting requirements. See “Summary-Implications of Being an Emerging Growth Company and Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully review and consider all of the information set forth in this prospectus, including the risks and uncertainties described under “Risk Factors” beginning on page 10 of this prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated December 15, 2025

FAQ

How many Treasure Global Inc (TGL) shares are covered by this prospectus supplement?

This prospectus supplement covers up to 2,100,000 shares of Treasure Global Inc common stock, defined as the Selling Stockholder Shares offered by Alumni Capital LP.

What change is Treasure Global Inc (TGL) making to the allocation of Selling Stockholder Shares?

The allocation is being amended from 1,950,000 Purchase Shares and 150,000 Warrant Shares to 950,000 Purchase Shares and 1,150,000 Warrant Shares.

How did the reverse stock split affect Treasure Global Inc (TGL) shares in this offering?

After a 1‑for‑20 reverse stock split on December 5, 2025, the shares covered by the prior prospectus were reduced from 42,000,000 to 2,100,000 shares of common stock on a post‑split basis.

Who is the selling stockholder for this Treasure Global Inc (TGL) offering and how are they treated?

Alumni Capital LP is the Selling Stockholder and is deemed an “underwriter” under Section 2(a)(11) of the Securities Act in connection with resales of the registered shares.

What costs will Treasure Global Inc (TGL) pay related to this share offering?

Treasure Global Inc will pay registration-related expenses, including legal and accounting fees, while Alumni Capital will pay brokerage fees, commissions, and similar expenses.

When does this Treasure Global Inc (TGL) offering end?

The offering will terminate on the date that all 2,100,000 Selling Stockholder Shares offered have been sold by Alumni Capital.

On which exchange is Treasure Global Inc (TGL) listed and what was the recent share price?

Treasure Global Inc common stock is listed on The Nasdaq Capital Market under the symbol TGL, and the last reported sale price on December 12, 2025 was $8.59 per share.