false
0001905956
0001905956
2026-05-26
2026-05-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 26, 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 May 26, 2026, Treasure
Global Inc, a Delaware corporation (the “Company”), entered into a Subscription Agreement (the “Agreement”) with
Legacy Trustee Berhad, a company organized and existing under the laws of Malaysia (the “Investor”), pursuant to which the
Company agreed to issue and sell, and the Investor agreed to purchase, an aggregate of $1,200,000 of shares of the Company’s common stock
(the “Shares”) in a private placement conducted in reliance on Regulation S of the Securities Act of 1933, as amended (the
"Securities Act").
The aggregate investment
amount of $1,200,000 is payable in four equal tranches of $300,000 each (each, a “Tranche Payment”), with the following completion
dates: (i) Tranche 1 on May 26, 2026, (ii) Tranche 2 on June 2, 2026, (iii) Tranche 3 on June 16, 2026, and (iv) Tranche 4 on June 23,
2026. The Investor’s commitment to subscribe for and fund all Tranches is a single binding and irrevocable obligation under the Agreement
and is not subject to any financing contingency, discretion, change in market conditions, or other condition, except as expressly set
forth in the Agreement.
The number of shares
issuable for each Tranche (the “Tranche Shares”) equals the applicable Tranche Payment divided by the greater of (i) $3.88
per share (the “Execution Date Price”) and (ii) the closing price of the Company’s common stock on the trading day immediately
prior to the applicable completion date (the “Completion Date Price”). No fractional shares will be issued; any fractional
share resulting from this calculation will be rounded up to the nearest whole share.
Upon receipt of each
Tranche Payment, the Company will allot and issue to the Investor the corresponding Tranche Shares, credited as fully paid, free and clear
of any liens or other restrictions other than those arising under applicable state or federal securities laws or as set forth in the Agreement.
All Shares issued under the Agreement are "restricted securities" as defined under the Securities Act and are subject to the
resale limitations of Rule 144 promulgated thereunder and any other applicable securities laws, regulations, and Company policies.
The Company has agreed
that, within sixty (60) calendar days after the initial completion date (the “Filing Deadline”), it will file with the Securities
and Exchange Commission (the “SEC”), at the Company’s cost and expense a registration statement on Form S-1 or Form S-3 (the
“Registration Statement”) registering under the Securities Act the resale of all Tranche Shares. The Company is obligated
to use commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after filing, but
no later than the earlier of (i) the 90th calendar day following the Filing Deadline (or the 120th calendar day if the SEC notifies the
Company that it will “review” the Registration Statement) and (ii) the 10th business day after the Company is notified by
the SEC that the Registration Statement will not be "reviewed" or will not be subject to further review. The Company has further
agreed to use commercially reasonable efforts to maintain the effectiveness of the Registration Statement and to keep it free of any material
misstatements or omissions until the earliest of (i) two years from the date on which the Registration Statement is initially declared
effective, (ii) the date on which all of the Tranche Shares have been sold, or (iii) the first date on which the Investor can sell all
of its Tranche Shares under Rule 144 without limitation as to manner of sale, volume, or the requirement for the Company to be in compliance
with the current public information requirements under Rule 144.
Each party has agreed
to indemnify and hold harmless the other party from and against all losses, liabilities, obligations, damages, judgments, deficiencies,
claims, demands, suits, proceedings, assessments, costs, and expenses (including reasonable solicitors’ fees) arising out of any breach
of warranties, any misrepresentation, or any breach of any term or condition under the Agreement. The indemnification provisions survive
the termination of the Agreement.
In the event the Investor
fails to pay the Investment Amount, the Company is entitled to terminate the Agreement and cancel all Shares issued to the Investor. In
the event the Company fails to transfer the Shares in accordance with the terms of the Agreement, the Investor is entitled to terminate
the Agreement.
The Agreement is governed
by and construed in accordance with the laws of Malaysia, and the parties have submitted to the jurisdiction of the courts exercising
jurisdiction in Malaysia.
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 Agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered
Sales of Equity Securities.
The information set forth
under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The Shares are being
offered and sold in reliance upon the exemption from registration provided by Regulation S of the Securities Act. The Investor has represented
that it is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act and that it is acquiring
the Shares for investment purposes only and not with a view to any distribution in violation of the Securities Act. The Shares have not
been registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Item 9.01. Financial
Statements and Exhibits
(d) Exhibits
| Exhibit |
|
Description |
| 10.1* |
|
Subscription Agreement, dated May 26, 2026, by and between Treasure Global Inc and Legacy Trustee Berhad |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain identified information has been excluded from the
exhibit filed herewith because it is both (i) not material and (ii) is the type of information that the registrant treats as private
or confidential. Such excluded information is indicated by brackets and asterisks (“[***]”) in the filed exhibit. |
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: May 29, 2026 |
TREASURE GLOBAL INC. |
| |
|
|
| |
By: |
/s/ Pusparajan a/l Vadiveloo |
| |
Name: |
Pusparajan a/l Vadiveloo |
| |
Title: |
Chief Financial Officer |
