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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 20, 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 20, 2026, Treasure Global Inc (the “Company”)
entered into a Sale and Purchase Agreement (the “New Year SPA”) with New Year Holdings Limited, a Hong Kong company (Hong
Kong BRN: 38423410) (the “New Year Purchaser”), and Chua Tze Ping, as escrow agent (the “Escrow Agent”). Under
the New Year SPA, the Company agreed to sell, assign, and transfer to the New Year Purchaser all of the Company’s right, title,
and interest in and to 1,300,000 ordinary shares of V Gallant Limited, a company incorporated under the laws of the British Virgin Islands
(the “V Gallant Escrow Shares”), which are held by the Escrow Agent pursuant to an escrow agreement dated March 27, 2026.
The sale is on a without recourse basis.
Under the New Year SPA, the purchase price is
USD 5,200,000, payable in 36 monthly milestone payments commencing September 1, 2026. Months 1 through 35 require monthly payments of
USD 144,444 each, and month 36 requires a payment of USD 144,460.
The V Gallant Escrow Shares will continue to be
held by the Escrow Agent as security until the purchase price is paid in full and the Company issues a Final Payment Confirmation. The
New Year Purchaser’s payment obligations are absolute, irrevocable, and unconditional.
Completion under the New Year SPA is conditioned
upon the Escrow Agent confirming that the assignment is permitted under the escrow agreement (or consenting to the assignment), agreeing
to hold the V Gallant Escrow Shares as security and release them in accordance with the New Year SPA, and execution of a deed of assignment
and consent.
The New Year SPA contains customary representations,
warranties, covenants, and indemnification provisions. The New Year SPA is governed by the laws of Malaysia.
If the New Year Purchaser defaults and the Company
terminates the New Year SPA, all milestone payments received by the Company will be forfeited to and retained by the Company as liquidated
damages and the Sale Interest will revert to the Company. If the Company defaults, it must refund all milestone payments received within
30 days.
The foregoing description of the New Year SPA
does not purport to be complete and is qualified in its entirety by reference to the full text of the New Year SPA, a form of which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On August 20, 2026, the Company also entered into
a Sale and Purchase Agreement (the “HDGTL SPA”) with Hung Dat Group Trade Limited, a company incorporated under the laws of
the British Virgin Islands (Company Registration No. 2307409) (the “HDGTL Purchaser”), and Chua Tze Ping, as Escrow Agent.
Under the HDGTL SPA, the Company agreed to sell, assign, and transfer to the HDGTL Purchaser all of the Company’s right, title,
and interest in and to 700,000 ordinary shares of Reveillon Group Limited (Registration No. 2141981), a company incorporated under the
laws of the British Virgin Islands (the “Reveillon Escrow Shares”), held by the Escrow Agent pursuant to an escrow agreement
dated March 27, 2026. The sale is on a without recourse basis.
Under the HDGTL SPA, the purchase price is USD
1,400,000, payable in 36 monthly milestone payments commencing September 1, 2026. Months 1 through 35 require monthly payments of USD
38,888 each, and month 36 requires a payment of USD 38,920.
The Reveillon Escrow Shares will continue to be
held by the Escrow Agent as security until the purchase price is paid in full and the Company issues a Final Payment Confirmation. The
HDGTL Purchaser’s payment obligations are absolute, irrevocable, and unconditional.
The conditions precedent, default and termination
provisions, representations, warranties, covenants, indemnification provisions, and governing law provisions of the HDGTL SPA are substantially
similar to those of the New Year SPA described above.
The foregoing description of the HDGTL SPA does
not purport to be complete and is qualified in its entirety by reference to the full text of the HDGTL SPA, a form of which is filed as
Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 10.1* |
|
Form of Sale and Purchase Agreement, dated August 20, 2026, by and among Treasure Global Inc, New Year Holdings Limited and Chua Tze Ping |
| 10.2* |
|
Form of Sale and Purchase Agreement, dated August 20, 2026, by and among Treasure Global Inc, Hung Dat Group Trade Limited and Chua Tze Ping |
| 104 |
|
Inline XBRL for the cover page of this Current Report on Form 8-K |
| * |
Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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 20, 2026 |
TREASURE GLOBAL INC |
| |
|
|
| |
By: |
/s/ Chong Chan “Sam” Teo |
| |
Name: |
Chong Chan “Sam” Teo |
| |
Title: |
Acting Chief Executive Officer |
