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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. |
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 |
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