Treasure Global may sell up to $10.1M in stock

Sales from October 15, 2026 until November 14, 2026 carry a 4.5% agent commission; the original agreement terms apply afterward.

Rhea-AI Filing Summary

Treasure Global Inc. (TGL) may sell up to $10,085,000 in aggregate offering price of common stock through or to Kingswood Capital Partners, LLC under an at-the-market agreement, with TGL receiving the gross proceeds from sales. For sales from October 15, 2026 until November 14, 2026, the agent’s compensation is 4.5% of gross proceeds, payable at each closing. Following November 14, 2026, compensation is determined under the original agreement terms, which provide for a 2.5% commission.

TGL reported an approximately $37,756,547 public float as of January 29, 2026, and $8,028,378 of common stock or securities convertible into common stock sold during the 12 calendar months prior to and including October 20, 2026. While Public Float remains below $75,000,000, TGL states that public primary offerings may not exceed one-third of Public Float in any 12-month period.

Key Figures

Aggregate offering price: Up to $10,085,000 Agent commission: 4.5% Original agent commission: 2.5% +5 more

8 metrics

Aggregate offering price Up to $10,085,000 Common stock under the at-the-market offering

Agent commission 4.5% Sales from October 15, 2026 until November 14, 2026

Original agent commission 2.5% Applies under the original Sales Agreement terms following November 14, 2026

Last reported common stock sale price $0.30 per share October 15, 2026

Public float Approximately $37,756,547 Aggregate market value of common stock held by non-affiliates as of January 29, 2026

Common stock and convertible securities sold $8,028,378 During the 12 calendar months prior to and including October 20, 2026

Public Float threshold $75,000,000 The one-third-of-Public-Float limit applies while Public Float remains below this amount

Shelf registration capacity Up to $100 million Aggregate amount of common stock, preferred stock, debt securities, warrants and units available under the shelf registration process

Key Terms

At the Market Offering Agreement, Public Float, shelf registration process, emerging growth company

4 terms

At the Market Offering Agreement financial

"pursuant to the terms of an At the Market Offering Agreement"

An at-the-market offering agreement is a contract that lets a company sell newly issued shares directly into the open market through a broker, at whatever price the stock is trading at that moment. For investors this matters because it can increase the number of shares available (which may dilute existing ownership) while providing a flexible, often faster way for the company to raise cash without fixing a price, similar to a vendor selling small batches at current market stalls rather than setting a single fixed price.

Public Float financial

"our “Public Float” (the market value of our common stock held by our non-affiliates)"

Public float is the total number of a company's shares that are available for trading by the general public. It excludes shares held by company insiders or large stakeholders who are unlikely to sell them easily. This figure helps investors understand how much of the company's stock is actively available, which can influence its liquidity and how easily its price might change.

shelf registration process regulatory

"utilizing a shelf registration process relating to the securities"

emerging growth company regulatory

"We are an “emerging growth company” as defined under the federal securities laws"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Offering Details

ATM · $10,085,000 aggregate offering price

Offering

Offering Type ATM

Securities Offered Common Stock

Offering Amount $10,085,000 aggregate offering price

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much common stock can TGL sell through the ATM offering?

TGL may sell up to $10,085,000 in aggregate offering price of common stock from time to time through or to Kingswood Capital Partners, LLC under the at-the-market agreement.

What commission does TGL pay its ATM agent?

For sales from October 15, 2026 until November 14, 2026, Kingswood Capital Partners, LLC receives 4.5% of gross proceeds received by TGL, payable at each closing. Following November 14, 2026, compensation is determined under the original Sales Agreement terms, which provide for a 2.5% commission.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/21/2026 - 06:04 AM EDT Accepted by SEC EDGAR 10/20/2026 - 09:33 PM EDT Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-278171

Prospectus Supplement

(To Prospectus Supplement dated February 3, 2026 and Prospectus dated March 29, 2024)

PROSPECTUS SUPPLEMENT

Up to $10,085,000

Shares of Common Stock

This prospectus supplement amends and supplements the information in the prospectus supplement dated February 3, 2026 (the “February 2026 Prospectus Supplement”) and the accompanying prospectus dated March 29, 2024 (the “Base Prospectus”) relating to the issuance and sale of our common stock, par value $0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $10,085,000, from time to time through or to our sales agent, Kingswood Capital Partners, LLC (the “Agent”), pursuant to the terms of an At the Market Offering Agreement, between us and the Agent, dated January 28, 2026 (the “Sales Agreement”).

On October 15, 2026, we entered into a letter agreement with the Agent (the “Letter Agreement”), pursuant to which we agreed that the compensation payable to the Agent under Section 2(b)(v) of the Sales Agreement in connection with the sale of shares of Common Stock thereunder shall be 4.5% of the gross proceeds received by us from the sale of such shares from October 15, 2026 until November 14, 2026. Such compensation shall be paid at each closing of shares sold pursuant to the Sales Agreement. Except as modified by the Letter Agreement, the Sales Agreement remains in full force and effect.

This prospectus supplement should be read in conjunction with the February 2026 Prospectus Supplement, including any amendments or supplements thereto, and is qualified by reference to the February 2026 Prospectus Supplement and the Base Prospectus, except to the extent that the information herein supersedes the information contained in the February 2026 Prospectus Supplement and the Base Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the February 2026 Prospectus Supplement and the Base Prospectus. Our Common Stock is listed on The Nasdaq Capital Market under the symbol “TGL”. On October 15, 2026, the last reported sale price of our Common Stock on The Nasdaq Capital Market was $0.30 per share.

Accordingly, all references in the February 2026 Prospectus Supplement, including on the cover page and under “Plan of Distribution” beginning on page S-13, to the Agent being entitled to compensation at a commission rate of 2.5% of the gross sales price of all shares sold under the Sales Agreement are hereby amended to provide that, with respect to shares sold from October 15, 2026 until November 14, 2026, the Agent will be entitled to compensation equal to 4.5% of the gross proceeds received by us from the sale of such shares. Following November 14, 2026, the compensation payable to the Agent will be determined in accordance with the original terms of the Sales Agreement.

On March 22 2024, we filed a registration statement on Form S-3 (File No. 333-278171) with the Securities and Exchange Commission (the “SEC”), as amended on March 28, 2024, utilizing a shelf registration process relating to the securities described in this prospectus supplement, which registration statement was declared effective by the SEC on May 29, 2024. Under this shelf registration process, we may, from time to time, sell up to $100 million in the aggregate of shares of common stock, shares of preferred stock, debt securities, warrants and units.

Except as set forth in this prospectus supplement, all other information in the February 2026 Prospectus Supplement remains unchanged.

We included in our February 2026 Prospectus Supplement that as of January 29, 2026, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was approximately $37,756,547 which was calculated based on 1,484,141 shares of outstanding common stock held by non-affiliates at a price of $25.44 per share, the closing price of our common stock on December 5, 2025.

Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding more than one-third of our “Public Float” (the market value of our common stock held by our non-affiliates) in any 12-months period so long as our Public Float remains below $75,000,000. We have sold $8,028,378 of our common stock or securities convertible into common stock during the 12 calendar months prior to and including the date of this prospectus supplement pursuant to Instruction I.B.6.

In connection with the sale of Common Stock on our behalf, the Agent may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended, and the compensation of the Agent may be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution to the Agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended.

We are an “emerging growth company” as defined under the federal securities laws and, under applicable Securities and Exchange Commission rules, we have elected to comply with certain reduced public company reporting and disclosure requirements.

Investing in our securities involves a high degree of risk, including the risk that our Common Stock may be delisted from Nasdaq and the risk of losing your entire investment. Before making any decision to invest in our securities, you should carefully consider the information disclosed in this this prospectus supplement, the February 2026 Prospectus Supplement and the accompanying prospectus, including the information under “Risk Factors” beginning on page S-8 of the February 2026 Prospectus Supplement, as well as the information, including the risk factors contained or incorporated by reference to this prospectus supplement, the February 2026 Prospectus Supplement and the accompanying prospectus as described under the heading “Where You Can Find More Information.”

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT, THE FEBRUARY 2026 PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Kingswood Capital Partners, LLC

The date of this prospectus supplement is October 20, 2026.