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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
September 24, 2026
TREASURE
GLOBAL INC
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41476 |
|
36-4965082 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
276
5th Avenue, Suite 704 #739
New York, New York |
|
10001 |
| (Address of registrant’s
principal executive office) |
|
(Zip code) |
+6012
643 7688
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, par value
$0.00001 per share |
|
TGL |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
September 24, 2026, Treasure Global Inc, a Delaware corporation (the “Company” or “TGL”), entered into a Supplemental
Agreement (the “Supplemental Agreement”) with Mestiz Technology Sdn Bhd, a company incorporated under the laws of Malaysia
(“Mestiz Tech”), amending the Software Development Agreement dated September 11, 2026 between the Company and Mestiz Tech
(the “Original Agreement”). Pursuant to the Supplemental Agreement, the parties agreed to reduce the scope of services under
the Original Agreement and to reduce the total Service Fees from $2,000,000 to $1,000,000.
The
revised scope of services under the Supplemental Agreement continues to cover the design, development, integration and implementation
of a centralized Microsoft Power BI Business Intelligence solution across three (3) business environments: (i) lifestyle membership and
retail business; (ii) loyalty and digital ecosystem business; and (iii) digital wallet and fintech business, with a revised implementation
plan set out in a new Schedule 1, which replaces Appendix A of the Original Agreement.
The
Company has already issued TGL Shares having an aggregate value of $500,000 to Mestiz Tech in full satisfaction of Milestone 1 under
the Original Agreement, which amount has been credited in full against the revised Service Fees. The remaining $500,000 in Service Fees
is payable in two milestones: (i) $250,000 upon mobilisation of Phase 2; and (ii) $250,000 upon mobilisation of Phase 3. Payment of the
remaining milestones may, at the Company’s sole and absolute discretion, be satisfied in cash, common stock of the Company (“TGL
Shares”), or any combination thereof.
Except
as expressly amended by the Supplemental Agreement, the Original Agreement remains unchanged and in full force and effect. The Supplemental
Agreement is governed by and construed in accordance with the laws of Malaysia.
The
foregoing description of the Supplemental Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Supplemental Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Any TGL Shares issued pursuant
to this Supplemental Agreement would be issued on a restricted stock basis for a period of six (6) months from the date of issuance,
subject to compliance with Rule 144 of the Securities Act of 1933, as amended. The Company relied upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated thereunder.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit |
|
Description |
| 10.1 |
|
Form of Supplemental Agreement to the Software Development Agreement between the Company and Mestiz Technology Sdn Bhd |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: September 29, 2026 |
TREASURE
GLOBAL INC. |
| |
|
|
| |
By: |
/s/
Pusparajan a/l Vadiveloo |
| |
Name: |
Pusparajan a/l Vadiveloo |
| |
Title: |
Chief Financial Officer |
