TGL signs $1.5M advisory deal; may issue shares at $0.90

Rhea-AI Filing Summary

Treasure Global Inc. (TGL) entered a management consultancy agreement with Astute All Advisory Ltd on October 27, 2025. The two‑year engagement covers management consultancy and business strategy planning.

The Company will pay a Service Fee of $1,500,000, which is due and earned upon execution. Treasure Global may settle this in cash and/or in common stock; if paid in shares, the issue price per TGL share will be $0.90. Any share issuance will be made under Regulation S.

The agreement includes customary representations, warranties, and termination provisions and runs for 24 months unless earlier ended under its terms.

Insights

Equity & Disclosure Analyst

$1.5M services; payment in cash or stock at $0.90

Treasure Global committed to a $1,500,000 fee for a 24‑month consultancy with Astute All Advisory. The fee is earned at signing, giving the company flexibility to pay in cash or issue common shares at $0.90 per share.

If shares are used, issuance would rely on Regulation S, which permits offshore transactions to non‑U.S. persons. Actual dilution, if any, depends on how much of the fee is paid in equity rather than cash.

The agreement is in effect from October 27, 2025 for 24 months, with customary termination terms. Subsequent disclosures may clarify the chosen mix of cash versus stock.

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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): October 27, 2025

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.

Management Consultancy Agreement

On October 27, 2025, the Treasure Global Inc (the “Company”) entered into a management consultancy agreement with Astute All Advisory Ltd (the “Service Provider”), a Malaysian company (the “Management Consultancy Agreement”), pursuant to which the Company engaged the Service Provider to provide in relation to management consultancy and business strategy planning as described in the Management Consultancy Agreement (the “Services”) in accordance to the terms and conditioned set forth therein. The Management Consultancy Agreement shall commence from October 27, 2025 and remain in force for a period twenty-four (24) months unless otherwise frustrated, rescinded and/or terminated in accordance to Clause 10 of the Management Consultancy Agreement provided that both parties shall be opened to commercial negotiations from time to time pertaining to the contents of the Management Consultancy Agreement whereby should any such negotiation materialize.

In consideration of the performance of the Service Provider of its obligations, and the provision of the Services pursuant to this Agreement, the Company shall pay to the Service Provider a total sum of US$1,500,000.00 (the “Service Fee”) in the manner outlined in the Management Consultancy Agreement. The Service Fee shall be due and earned upon execution of the Management Consultancy Agreement and the Company has the absolute discretion to choose to pay in cash and/or its equivalent in common stock of the Company (“TGL Shares”). If the Company opt to be satisfied the Service Fees through the issuance and allotment of TGL Shares, the Parties agrees and acknowledge that issue price per TGL Shares shall be at USD0.90 per share.

The Management Consultancy Agreement contains customary representations, warranties, and agreements by the Company and the Service Provider, with other obligations of the parties and termination provisions.

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

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01, which is incorporated herein by reference.

The TGL Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Management Consultancy Agreement between Treasure Global Inc. and Astute All Advisory Ltd dated October 27, 2025
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: October 29, 2025	TREASURE GLOBAL INC.
	By:	/s/ Carlson Thow
	Name:	Carlson Thow
	Title:	Chief Executive Officer

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FAQ

What agreement did Treasure Global (TGL) enter on October 27, 2025?

TGL signed a management consultancy agreement with Astute All Advisory Ltd for management consultancy and business strategy planning.

What is the total service fee under TGL’s consultancy agreement?

The agreement includes a $1,500,000 Service Fee, due and earned upon execution.

How can Treasure Global pay the service fee?

The Company may pay in cash and/or in common stock. If paid in stock, the issue price per share will be $0.90.

What is the term of the consultancy agreement for TGL?

The agreement runs for 24 months from October 27, 2025, unless earlier terminated under its terms.

Under what exemption would any TGL share issuance occur?

Any issuance of TGL shares would rely on Regulation S under the Securities Act.