Treasure Global (NASDAQ: TGL) sells $200,000 in stock to Malaysian investors

Rhea-AI Filing Summary

Treasure Global Inc. entered into a subscription agreement with two Malaysian investors, including director Chan Meng Chun, to raise an aggregate $200,000.00 through the issuance of common stock. The shares will be sold at $1.16 per share, which matches the closing price of the company’s common stock on the Nasdaq Capital Market on October 6, 2025. The transaction is being completed outside the United States with non-U.S. persons and relies on the Regulation S exemption from SEC registration. The issued shares will be subject to transfer restrictions and cannot be sold in the United States without registration or a valid exemption.

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, and exhibit attachments filed with this report.

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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 7, 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.

On October 7, 2025, Treasure Global Inc (the “Company”) entered into a subscription agreement (the “Agreement”) with two Malaysian individuals, Chuah Su Chen and the Company’s director Chan Meng Chun (together with Chuah Su Chen, the “Investors”). Subject to the terms and conditions set forth in the Agreement, the Company desires to issue and sell to each Investor, and each Investor desires to subscribe for, an aggregate amount of USD200,000.00 in the Company for the allotment and issuance of common stock of the Company (“the Shares”) for the purchase price of $1.16 per share, which represents the closing price of the Company’s common stock on the Nasdaq Capital Market on October 6, 2025.

The offering and sale of the Shares were made in reliance upon the exemption from the registration provided by Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), as the transactions were completed outside the United States with non-U.S. persons. The Shares are subject to transfer restrictions and may not be offered to be sold in the United States absent registration or an applicable exemption under the Securities Act.

The above summary of the Agreement is qualified in its entirety by reference to the full texts of the 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 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*		Subscription Agreement Dated October 7, 2025 by and among Treasure Global Inc, Chuah Su Chen and Chan Meng Chun
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

* Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K and Instruction 5 to Item 1.01 of Form 8-K. The Company hereby undertakes to supplementally furnish any redacted information to the SEC upon request.

1

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 7, 2025	TREASURE GLOBAL INC.
	By:	/s/ Carlson Thow
	Name:	Carlson Thow
	Title:	Chief Executive Officer

2

FAQ

What financing transaction did Treasure Global Inc (TGL) disclose in this 8-K?

Treasure Global Inc disclosed that it entered into a subscription agreement with two Malaysian investors to issue common stock for an aggregate purchase amount of $200,000.00. The shares will be sold at $1.16 per share, equal to the closing price of its Nasdaq-listed common stock on October 6, 2025.

Who are the investors in Treasure Global Inc (TGL)'s new share subscription?

The investors are Chuah Su Chen and Chan Meng Chun, a director of Treasure Global Inc. Together, they are subscribing for common stock under the terms of the subscription agreement dated October 7, 2025.

At what price is Treasure Global Inc (TGL) issuing the new shares?

Treasure Global Inc is issuing the new common shares at a purchase price of $1.16 per share, which the company states is the closing price of its common stock on the Nasdaq Capital Market on October 6, 2025.

How much capital is Treasure Global Inc (TGL) raising through this subscription agreement?

The company is raising an aggregate amount of $200,000.00 from the two investors in exchange for newly issued shares of common stock.

Under which SEC exemption is Treasure Global Inc (TGL) issuing these shares?

The shares are being issued in reliance on the Regulation S exemption under the Securities Act of 1933. The company notes that the transactions were completed outside the United States with non-U.S. persons.

What transfer restrictions apply to the new Treasure Global Inc (TGL) shares?

The newly issued shares are subject to transfer restrictions and may not be offered or sold in the United States unless they are registered under the Securities Act or an applicable exemption from registration is available.

Where can investors find the full details of Treasure Global Inc (TGL)'s subscription agreement?

The full subscription agreement dated October 7, 2025 is filed as Exhibit 10.1 to the report. The company states that the brief description in the report is qualified in its entirety by reference to this exhibit.