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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) |
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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