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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):
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.
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) |
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 |
