Treasure Global signs $2M data platform deal

Treasure Global Inc. signed a one-year, $2 million Power BI platform development agreement that may be paid in cash, stock, or both under U.S. securities law exemptions.

Rhea-AI Filing Summary

Treasure Global Inc. (TGL) entered into a Software Development Agreement on September 11, 2026 with Mestiz Technology Sdn Bhd to build a centralized Microsoft Power BI business intelligence platform for the company’s lifestyle membership and retail, loyalty and digital ecosystem, and digital wallet and fintech businesses.

Mestiz Tech will act as an independent contractor for a one-year term, providing design, development, integration, and implementation services under an implementation plan to be delivered within 14 days and approved in writing by Treasure Global. As consideration, Treasure Global agreed to pay a $2,000,000 service fee, which may, at the company’s sole discretion, be paid in cash, in common stock, or a combination of both under a milestone schedule.

Any Treasure Global shares issued to Mestiz Tech will be restricted for six months and rely on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation S. The Agreement includes customary change-request procedures, termination rights for material breach or insolvency, and standard representations, warranties, and indemnities.

Filing Explained

The $2 million obligation permits stock settlement, but no shares have been issued and the potential dilution remains unquantified.

Although the filing includes an unregistered-equity item, it says shares would be issued only if Treasure Global chooses stock settlement; the disclosure therefore establishes potential equity issuance, not completed issuance.

If shares are later issued, the total share count would rise and an existing holder’s percentage ownership would fall absent offsetting changes. The filing does not specify a stock portion or share count.

The latest reported quarter showed $2,913,960 of cash and $459,589 of operating cash outflow; that cash equals 570.6 days of the last reported quarterly operating cash use, while the agreement’s payment choice remains unsettled.

The material watch item is the milestone payment treatment under Appendix C: a later filing or agreement update would be needed to establish whether any portion becomes a stock issuance and how many shares are involved.

Sources and calculations

• Treasure Global Inc. Form 8-K (2026-09-11)
• Dilution definition (2026-07-17)
• Treasure Global latest quarterly fundamentals (2026Q3)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate $2,913,960 / ($459,589 / 90) = 570.6 days

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Service Fee: $2,000,000 Agreement Term: 1 year Implementation Plan Deadline: 14 days +3 more

6 metrics

Service Fee $2,000,000 Total consideration payable to Mestiz Technology Sdn Bhd under the Software Development Agreement

Agreement Term 1 year Engagement period commencing on the date of the Software Development Agreement

Implementation Plan Deadline 14 days Time from the effective date for Mestiz Technology to deliver a detailed implementation plan

Share Restriction Period 6 months Restriction period for any TGL shares issued to Mestiz Technology under the Agreement

Notice Cure Period for Breach 30 days Period to remedy a material breach after prior written notice before termination

Agreement Date September 11, 2026 Date Treasure Global Inc. entered into the Software Development Agreement

Key Terms

Software Development Agreement, business intelligence, Microsoft Power BI, restricted stock, +2 more

6 terms

Software Development Agreement regulatory

"entered into a Software Development Agreement (“Agreement”) with Mestiz Technology"

business intelligence technical

"build a centralized Power BI business intelligence platform for the Company"

Business intelligence is the practice of collecting and turning a company’s raw data—like sales, costs, customer habits and market trends—into clear, visual insights that help leaders spot patterns and make decisions. For investors it matters because these insights act like a company’s dashboard: they reveal whether management is improving performance, finding growth opportunities or facing risks, which can affect future profits and the stock’s value.

Microsoft Power BI technical

"centralised Microsoft Power BI Business Intelligence solution across three"

restricted stock financial

"TGL Shares issued pursuant to this Agreement would be issued on a restricted stock basis"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Section 4(a)(2) regulatory

"relied upon the exemption from registration provided by Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation S regulatory

"and/or Regulation S promulgated thereunder"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

FAQ

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

What agreement did TREASURE GLOBAL INC (TGL) enter on September 11, 2026?

Treasure Global Inc. entered a Software Development Agreement with Mestiz Technology Sdn Bhd to design, develop, integrate, and implement a centralized Microsoft Power BI business intelligence platform across three of its key business environments.

How much is Treasure Global Inc. (TGL) paying under the Software Development Agreement?

Treasure Global agreed to pay Mestiz Technology a $2,000,000 service fee. Payment will follow a milestone schedule and, at Treasure Global’s sole discretion, may be made in cash, in common stock, or a combination of both, as described in the agreement’s appendix.

Can Treasure Global Inc. (TGL) issue stock to pay Mestiz Technology?

Yes. Treasure Global may pay the $2,000,000 service fee in cash, TGL common stock, or a combination. Any TGL shares issued will be restricted for six months and rely on exemptions from registration under Section 4(a)(2) and/or Regulation S of the Securities Act of 1933.

What is the term of the Software Development Agreement for TGL?

The engagement of Mestiz Technology commences on the agreement date and continues for one year. Within 14 days of the effective date, Mestiz Technology must deliver a detailed implementation plan, which must receive Treasure Global’s written approval.

Under what circumstances can the Software Development Agreement be terminated?

Either party may terminate the Agreement immediately for a material breach that cannot be remedied or remains unremedied after 30 days’ written notice. Termination may also occur upon insolvency, winding-up, cessation of business, mutual agreement, or if performance would breach applicable laws or regulatory requirements.

What securities law exemptions does TGL rely on for any share issuance to Mestiz Technology?

For any TGL shares issued under the Agreement, Treasure Global relies on Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated thereunder, with the shares issued on a restricted basis for six months from the date of issuance.

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

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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 11, 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 11, 2026, Treasure Global Inc, a Delaware corporation (the “Company” or “TGL”), entered into a Software Development Agreement (“Agreement”) with Mestiz Technology Sdn Bhd, a company incorporated under the laws of Malaysia (“Mestiz Tech”). Pursuant to the Software Development Agreement, the Company engaged Mestiz Tech to build a centralized Power BI business intelligence platform for the Company and its subsidiaries. The scope of Mestiz Tech’s services covers the design, development, integration and implementation of centralised 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. The objective of the work to be performed by Mestiz Tech under the Agreement is to transform operational and transactional data into meaningful business intelligence, allowing management to monitor business performance, customer behaviour, financial performance and operational risks through centralized dashboards and reporting.

The Company engaged Mestiz Tech on a non-exclusive basis, such engagement commencing on the date of the Agreement and continuing until one (1) year thereafter. Mestiz Tech agreed to perform the work described in Appendix A of the Agreement. Either party may at any time request a change to the scope of services of the Agreement by submitting a written change request to the other party. As consideration for Mestiz Tech’s services under the Agreement, the Company agreed to pay Mestiz Tech $2,000,000 (“Service Fee”) in accordance with the milestone payment schedule set forth in Appendix C of the Agreement. The Service Fee may, at the Company’s sole and absolute discretion, be satisfied in cash, common stock of the Company (“TGL Shares”), or any combination thereof in accordance with the terms set forth in Appendix C. Mestiz Tech will be an independent contractor of the Company. Within 14 days from the effective date of the Agreement, Mestiz Tech will prepare and deliver a detailed implementation plan to the Company, which implementation plan (“Implementation Plan”) will set forth the activities, milestone dates, resource allocation, dependencies, and critical path for the performance of Mestiz Tech’s services under the Agreement. The Implementation Plan is subject to the Company’s written approval.

Either party may terminate an Agreement immediately upon written notice in the event of a material breach that is incapable of being remedied or that remain unremedied after thirty (30) days prior written notice. Termination may also occur upon insolvency, winding-up, or cessation of business of either party, or by mutual agreement. The parties may also agree to terminate the Agreement, and the Agreement may be terminated if continued performance would cause either party to be in breach of any Applicable Laws (as defined in the Agreement) or regulatory requirements. 

The parties agreed to customary representations and warranties and indemnities for agreements of this type.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the 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.

1

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 Agreement would be issued on a restricted stock basis for a period of six (6) months from the date 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 Software Development Agreement between the Company and Mestiz Technology Sdn Bhd
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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 14, 2026	TREASURE GLOBAL INC.
	By:	/s/ Pusparajan a/l Vadiveloo
	Name:	Pusparajan a/l Vadiveloo
	Title:	Chief Financial Officer

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FORM OF SOFTWARE DEVELOPMENT AGREEMENT BETWEEN THE COMPANY AND MESTIZ TECHNOLOGY 171.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB