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Treasure Global (TGL) shifts Tazte work to new $2M partner, exits RM11.7m pact

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Treasure Global Inc. (TGL) entered into a new Software Enhancement Agreement with Keen Success Technology Ltd to provide software development, enhancement, and related services for its Tazte food application platform in Malaysia. The agreement has a total contract price of USD 2,000,000, payable at TGL’s sole discretion in cash, ordinary shares of TGL, or a combination of both, based on milestones set out in the agreement.

On the same date, subsidiary TADAA Technologies Sdn. Bhd. and Apexcode Innovations Sdn. Bhd. executed a Mutual Termination Agreement ending their March 11, 2026 software enhancement contract, which had a total contract price of RM 11,700,000. TADAA accepted completion of the Phase 1 deliverables and irrevocably waived its right to a refund of the first milestone payment of RM 3,900,000, while retaining all intellectual property rights in the Phase 1 deliverables. The parties exchanged mutual releases subject to the new termination terms.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Keen Success Agreement value USD 2,000,000.00 Total contract price for software development and enhancement of Tazte Apps
Prior Apexcode Agreement value RM 11,700,000.00 Total contract price under the March 11, 2026 software enhancement agreement
First milestone payment waived RM 3,900,000.00 Refund right irrevocably waived by TADAA in the Mutual Termination Agreement
Date of new agreements August 17, 2026 Execution date of the Keen Success Agreement and Mutual Termination Agreement
Date of prior Apexcode Agreement March 11, 2026 Original date of the software enhancement agreement with Apexcode
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Mutual Termination Agreement regulatory
"entered into a Mutual Termination Agreement (the “Termination Agreement”)"
Phase 1 Deliverables technical
"Apexcode had completed and delivered the Phase 1 Deliverables"
intellectual property rights regulatory
"All intellectual property rights in the Phase 1 Deliverables remain vested"
Legal protections that give a company exclusive control over creations like inventions, brand names, designs, formulas, software and creative works, similar to owning the lock and key to a recipe or product design. For investors, these rights matter because they can create durable revenue streams, reduce competition and justify higher company value, while weak or contested rights increase the risk of lost sales and costly legal disputes.
milestones financial
"strictly according to the milestones set forth in Appendix C"
Milestones are specific, measurable progress points a company aims to reach during a project—like completing a clinical trial step, securing a regulatory approval, or hitting a sales target. They matter to investors because each checkpoint reduces uncertainty about the business plan, can trigger payments or changes in valuation, and often signals whether future revenue or growth is likely, similar to passing checkpoints on a racecourse that show how close you are to the finish line.

FAQ

What new agreement did TREASURE GLOBAL INC (TGL) enter on August 17, 2026?

On August 17, 2026, TGL entered a Software Enhancement Agreement with Keen Success Technology Ltd to develop, enhance, and support the company’s Tazte application platform in Malaysia, with work and payments tied to defined performance milestones.

What is the total contract value of TGL’s new Keen Success software agreement?

The Keen Success agreement has a total contract price of USD 2,000,000. This amount may be paid in cash, TGL ordinary shares, or a mix of both, strictly according to milestone achievements specified in the agreement’s Appendix C.

How can TREASURE GLOBAL INC (TGL) pay Keen Success under the new agreement?

TGL may pay the USD 2,000,000 contract price in cash, through the issuance and allotment of TGL ordinary shares, or via a combination of cash and shares, with timing and amounts governed by agreed project milestones.

What prior software agreement did TGL’s subsidiary TADAA terminate with Apexcode?

TADAA terminated a Software Enhancement Agreement dated March 11, 2026, with Apexcode Innovations Sdn. Bhd. That prior contract had a total value of RM 11,700,000 and was ended via a Mutual Termination Agreement on August 17, 2026.

What happened to the RM 3,900,000 deposit under TGL’s prior Apexcode agreement?

TADAA irrevocably waived its right to a refund of the first milestone payment of RM 3,900,000, originally a refundable deposit, in recognition of Apexcode’s completion and TADAA’s acceptance of the Phase 1 deliverables under the terminated agreement.

Who owns the intellectual property from Phase 1 of the Apexcode project for TGL?

All intellectual property rights in the Phase 1 deliverables remain vested in TADAA, the TGL subsidiary. This retention of IP is explicitly preserved in the Mutual Termination Agreement, despite termination of the broader RM 11,700,000 software contract.

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

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false 0001905956 0001905956 2026-08-17 2026-08-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 17, 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 August 17, 2026, Treasure Global Inc. (the “Company”) entered into a Software Enhancement Agreement (the “Keen Success Agreement”) with Keen Success Technology Ltd (Company No.: 67504376), a company incorporated in Hong Kong (the “New Service Provider”). Pursuant to the Keen Success Agreement, the Company engaged the New Service Provider to provide software development, enhancement, and related services for the Company’s Tazte application (“Tazte Apps”), a food application platform operating in Malaysia.

 

The total contract price under the Keen Success Agreement is United States Dollars Two Million (USD2,000,000.00), payable at TGL’s sole discretion by way of (a) cash, (b) the issuance and allotment of ordinary shares in TGL, or (c) a combination of cash and the issuance and allotment of ordinary shares in TGL, in each case strictly according to the milestones set forth in Appendix C of the Keen Success Agreement. The Keen Success Agreement contains customary representations, warranties, and agreements by TGL and the New Service Provider, with other obligations of the parties and termination provisions.

 

The above summary of the Keen Success Agreement is qualified in its entirety by reference to the full text of the Keen Success Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 1.02 Termination of a Material Definitive Agreement.

 

On August 17, 2026, TADAA Technologies Sdn. Bhd. (“TADAA”), a subsidiary of the Company, and Apexcode Innovations Sdn. Bhd. (“Apexcode”), entered into a Mutual Termination Agreement (the “Termination Agreement”) to terminate the Software Enhancement Agreement dated March 11, 2026 (the “Prior Agreement”), which was previously reported on a Current Report on Form 8-K filed on March 12, 2026.

 

The Prior Agreement had a total contract price of Ringgit Malaysia Eleven Million Seven Hundred Thousand (RM11,700,000.00). Pursuant to the Termination Agreement, the parties mutually agreed to terminate the Prior Agreement. Apexcode had completed and delivered the Phase 1 Deliverables, which were accepted by TADAA. TADAA irrevocably waived its right to claim a refund of the first milestone payment of RM3,900,000.00 (previously paid as a refundable deposit) in recognition of Apexcode’s completion of the Phase 1 Deliverables.

 

All intellectual property rights in the Phase 1 Deliverables remain vested in TADAA. The parties exchanged mutual releases of claims arising out of or related to the Prior Agreement, subject to the rights and obligations created by the Termination Agreement.

 

The above summary of the Termination Agreement is qualified in its entirety by reference to the full text of the Termination Agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Software Enhancement Agreement, dated August 17, 2026, between Treasure Global Inc and Keen Success Technology Ltd
10.2   Mutual Termination Agreement, dated August 17, 2026, between TADAA Technologies Sdn. Bhd. and Apexcode Innovations Sdn. Bhd.
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

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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: August 18, 2026 TREASURE GLOBAL INC.
     
  By: /s/ Chong Chan “Sam” Teo
  Name: Chong Chan “Sam” Teo
  Title: Acting Chief Executive Officer

 

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Filing Exhibits & Attachments

5 documents