Treasure Global (NASDAQ: TGL) adds $10.085M ATM and amends consultancy deal

Rhea-AI Filing Summary

Treasure Global Inc. entered into an at-the-market stock offering agreement with Kingswood Capital Partners LLC, allowing the company to sell common stock from time to time with an aggregate offering price of up to $10,085,000 under its existing Form S-3 shelf registration.

Sales, if any, will be made through Kingswood as sales agent, which will use commercially reasonable efforts within company-set parameters. Treasure Global will pay a 2.5% commission on gross sales and reimburse up to $50,000 of specified expenses. The company is not obligated to sell any shares.

Separately, Treasure Global signed a Supplemental Agreement with Astute All Advisory Ltd. on January 30, 2026, removing Clause 4.5 from a prior Management Consultancy Agreement dated October 23, 2025, while leaving all other terms in place.

Insights

Capital markets and corporate finance analyst

Treasure Global adds ATM capacity up to $10.085M, terms are standard and optional.

Treasure Global put in place an at-the-market equity program, permitting sales of common stock up to $10,085,000 through Kingswood Capital Partners LLC. ATM programs let companies raise equity gradually into the market at prevailing prices, rather than via a single large offering.

The agent will receive a 2.5% commission on gross sales and up to $50,000 of expense reimbursement, which aligns with typical small-cap ATM economics. The company has no obligation to sell any shares, so actual use will depend on factors like trading price, market conditions and capital needs as determined by management.

The supplemental change to the Management Consultancy Agreement with Astute All Advisory Ltd. removes Clause 4.5 but keeps the rest of the October 23, 2025 agreement intact. Without details of that clause, the practical impact of this amendment is not clear from the excerpt and appears secondary to the capital-raising flexibility created by the ATM arrangement.

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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): January 28, 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.

At The Market Offering Agreement

On January 28, 2026, Treasure Global Inc. (the “Company”) entered into an At The Market Offering Agreement with Kingswood Capital Partners, LLC (the “Sales Agent”), pursuant to which we may offer and sell, from time to time, through or to the Sales Agent, shares of common stock (the “Placement Shares”), having an aggregate offering price of up to $10,085,000 (the “ATM Offering”). The issuance and sale, if any, of the Placement Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 (No. 333-278171) (the “Registration Statement”), the base prospectus contained therein, and the prospectus supplements relating to the ATM offering, dated February 3, 2026 (the “Prospectus Supplement”).

Under the terms of the Sales Agreement, the Company may sell the Placement Shares by any method permitted that is deemed an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Agent will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations to sell the Placement Shares from time to time, based upon the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose). Actual sales will depend on a variety of factors to be determined by the Company from time to time, including (among others) market conditions, the trading price of the Company’s Common Stock, capital needs and determinations by the Company of the appropriate sources of funding for the Company. The Company is not obligated to make any sales of Common Stock under the Sales Agreement and the Company cannot provide any assurances that it will issue any Placement Shares pursuant to the Sales Agreement. The Company will pay a commission rate equal to 2.5% of the gross sales price per share sold and agreed to reimburse the Agent for certain specified expenses, including the fees and disbursements of its legal counsel in an amount not to exceed $50,000 in connection with the filing of the Sales Agreement. The Company has also agreed pursuant to the Sales Agreement to provide the Agent with customary indemnification and contribution rights.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

The description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is included herewith as Exhibit 1.1, and is incorporated herein by reference.

Supplemental Agreement to Management Consultancy Agreement

As previously reported, the Company entered into a Management Consultancy Agreement, dated October 23, 2025 (the “Principal Agreement”), with Astute All Advisory Ltd., a British Virgin Islands company (“AA”).

On January 30, 2026, the Company entered into a Supplemental Agreement (the “Supplemental Agreement”) with AA, pursuant to which Clause 4.5 of the Principal Agreement was removed and deleted in its entirety. Except as expressly amended by the Supplemental Agreement, all other terms and conditions of the Principal Agreement remain in full force and effect.

The foregoing description of the Supplemental Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		At The Market Issuance Offering Agreement by and between Treasure Global Inc. and Kingswood Capital Partners, LLC
10.2		Supplemental Agreement to Management Consultancy Agreement by and between Treasure Global Inc. and Astute All Advisory dated January 30, 2025
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

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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: February 3, 2026	TREASURE GLOBAL INC.
	By:	/s/ Carlson Thow
	Name:	Carlson Thow
	Title:	Chief Executive Officer

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FAQ

What did Treasure Global Inc. (TGL) announce regarding new stock sales?

Treasure Global established an at-the-market offering program allowing sales of common stock up to $10,085,000 through Kingswood Capital Partners LLC. Shares may be issued over time under an existing Form S-3 shelf registration and related prospectus supplement.

How will Kingswood Capital Partners be compensated in Treasure Global’s ATM program?

Kingswood Capital Partners will act as sales agent and receive a 2.5% commission on the gross sales price per share. Treasure Global will also reimburse specified expenses, including legal fees for the agent’s counsel up to $50,000 in connection with the agreement.

Is Treasure Global required to issue all $10,085,000 of stock under the ATM?

No. Treasure Global is not obligated to sell any shares under the at-the-market agreement. Actual sales of common stock will depend on factors such as market conditions, trading price, capital needs and the company’s funding decisions over time.

What change did Treasure Global make to its Management Consultancy Agreement with Astute All Advisory?

On January 30, 2026, Treasure Global signed a Supplemental Agreement with Astute All Advisory Ltd. removing Clause 4.5 from their October 23, 2025 Management Consultancy Agreement. All other terms and conditions of the principal agreement remain in full force and effect.

Under what registration is Treasure Global’s at-the-market offering being conducted?

The at-the-market offering is conducted under Treasure Global’s effective Form S-3 shelf registration statement No. 333-278171, using the base prospectus and a prospectus supplement dated February 3, 2026, which together govern the potential issuance of the placement shares.

How will Treasure Global’s ATM shares be sold in the market?

Shares under the at-the-market agreement may be sold by methods qualifying as an “at the market offering” under Rule 415. Kingswood will use commercially reasonable efforts to execute sales based on Treasure Global’s instructions on price, timing, size and similar parameters.