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Treasure Global (NASDAQ: TGL) signs one-year BI software pact with Nexe Cloud

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Treasure Global Inc. entered into a Software Development Agreement with Nexe Cloud Limited to build an enterprise business intelligence system for the company and its subsidiaries. The developer will design, integrate, and deploy a centralized platform for data warehousing, integration, analytics, and reporting.

The agreement runs for one year from May 28, 2026, with an initial milestone payment of US$300,000 due within two days of that date. Treasure Global can terminate if the software fails more than three user acceptance tests, in which case the developer must refund all service fees within 14 days. The deal includes broad intellectual property ownership for Treasure Global, extensive indemnities from the developer, and long-term confidentiality obligations, and is governed by Malaysian law with disputes handled by Malaysian courts.

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Initial milestone payment US$300,000 Due within two days of May 28, 2026 effective date
Agreement term 1 year From May 28, 2026 effective date, unless earlier terminated
Breach cure period 30 days Time allowed to remedy a material breach after written notice
Refund deadline 14 days Developer must refund all service fees after termination for failed tests
Force majeure duration 60 consecutive days Either party may terminate if force majeure continues beyond this period
Confidentiality period 5 years Post-termination or expiry, or longer while information remains confidential
User acceptance test limit More than 3 tests Failure after repeated tests allows termination and fee refund
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
enterprise data warehouse technical
"setup of an enterprise data warehouse; (iv) an enterprise data integration layer;"
user acceptance tests technical
"after more than three (3) repeated user acceptance tests, the Company may terminate"
force majeure regulatory
"If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate"
Force majeure is a legal concept that refers to unexpected events beyond anyone’s control, such as natural disasters, war, or severe disruptions, that prevent a party from fulfilling their obligations. It matters to investors because it can delay or cancel agreements, affecting the timing and certainty of financial transactions and obligations. Essentially, it acts as a shield for parties facing unforeseen, uncontrollable problems.
indemnify financial
"The Developer has irrevocably and unconditionally agreed to indemnify the Company in full against losses"
To indemnify means to promise to cover or reimburse someone for losses, costs, or legal claims that arise from a specified action or event. For investors, indemnification shifts potential financial risk—like a safety net or warranty—so a party that agrees to indemnify protects others from unexpected liabilities, which can affect a company’s future expenses, deal terms, and perceived investment risk.
confidential information regulatory
"Each Party is subject to confidentiality obligations with respect to all information disclosed"
Information a company keeps private because revealing it could affect its competitive position, financial performance, or legal standing; examples include undisclosed financial plans, product designs, contract terms, or upcoming deals. Investors care because leaks or improper disclosure can move stock prices, trigger legal or regulatory trouble, or give unfair advantage—think of it as a company’s secret recipe that, if exposed, changes how others value and trade its shares.
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Understanding 8-K Material Events →
false 0001905956 0001905956 2026-05-28 2026-05-28 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 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.

 

On May 28, 2026, Treasure Global Inc, a Delaware corporation (the “Company”), entered into a Software Development Agreement (the "Agreement") with Nexe Cloud Limited, a company incorporated under the laws of the British Virgin Islands (the “Developer”).

 

Pursuant to the Agreement, the Company has engaged the Developer to design, develop, create, test, deliver, install, configure, integrate, customize, and otherwise provide and make fully operational an enterprise business intelligence system (the “Software”) for the Company and its subsidiaries. The Software is intended to serve as a centralized intelligent ecosystem supporting enterprise-wide strategic planning, data warehouse consolidation, integration and orchestration of internal and external data sources, and business intelligence visualization and analytics across all of the Company’s business entities.

 

The Developer’s scope of services encompasses six principal workstreams: (i) enterprise architecture and infrastructure planning; (ii) setup of enterprise infrastructure; (iii) setup of an enterprise data warehouse; (iv) an enterprise data integration layer; (v) an enterprise BI visualization layer; and (vi) intelligence activation, including customer journey analytics, revenue intelligence, and operational metrics. The Company has reserved the right to modify the scope of services from time to time during the term of the Agreement upon reasonable notice to the Developer.

 

The first milestone payment of US$300,000.00 is due within two (2) days from the Effective Date by wire transfer of immediately available funds.

 

The Agreement commences as of May 28, 2026 (the “Effective Date”) and continues in effect for a period of one (1) year from the Effective Date, unless earlier terminated in accordance with the Agreement.

 

Either Party may terminate the Agreement immediately upon written notice in the event of a material breach that is incapable of being remedied or that remains unremedied after thirty (30) days’ prior written notice. Termination may also occur upon the insolvency, winding-up, or cessation of business of either Party, or by mutual agreement. In addition, should the Software fail to conform to acceptance testing criteria after more than three (3) repeated user acceptance tests, the Company may terminate the Agreement, and the Developer has irrevocably agreed to refund all service fees paid within fourteen (14) calendar days of the date of termination. If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate the Agreement without incurring liability, except for obligations accrued prior to the force majeure event.

 

All software, upgrades, enhancements, documentation, reports, source code, object code, databases, configurations, and materials produced by the Developer under the Agreement constitute “Deliverables” of the Company. The Developer is required to deliver all Software in both object code and source code form, except to the extent expressly provided otherwise in the applicable scope of services.

 

The Developer has irrevocably and unconditionally agreed to indemnify the Company in full against losses, costs, liabilities, claims, charges, actions, proceedings, damages, prosecution, expenses, and demands arising from the provision of the services, including any action by a governmental authority or any third-party claim for infringement or violation of intellectual property rights.

 

Subject to certain exceptions, neither Party will be liable to the other for economic losses (including loss of profits, loss of contracts, or anticipated savings), indirect or consequential damages, loss of goodwill or reputation, or wasted management or staff time.

 

Each Party is subject to confidentiality obligations with respect to all information disclosed in connection with the Agreement for a period of five (5) years following termination or expiry of the Agreement, or for as long as the information remains confidential under applicable laws, whichever is longer. Confidential information relating to source code, system security, or proprietary technology of the Developer remains confidential in perpetuity.

 

The Agreement is governed by and construed in accordance with the laws of Malaysia. Any disputes that cannot be resolved by mutual consultation will be resolved by the courts of 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 Software Development Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit   Description
10.1*   Software Development Agreement, dated May 28, 2026, by and between Treasure Global Inc and Nexe Cloud Limited
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.

 

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: June 3, 2026 TREASURE GLOBAL INC.
     
  By: /s/ Pusparajan a/l Vadiveloo
  Name:  Pusparajan a/l Vadiveloo
  Title: Chief Financial Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

What agreement did Treasure Global Inc. (TGL) enter on May 28, 2026?

Treasure Global Inc. entered a Software Development Agreement with Nexe Cloud Limited to build an enterprise business intelligence system. The project covers architecture, infrastructure, data warehouse, integration, visualization, and analytics across all company entities.

How much is the initial payment under Treasure Global’s software agreement?

The first milestone payment is US$300,000, due within two days of the May 28, 2026 effective date. This payment is by wire transfer of immediately available funds as part of the broader one-year software development engagement.

What is the term of Treasure Global Inc.’s agreement with Nexe Cloud Limited?

The agreement commences on May 28, 2026 and continues for one year, unless terminated earlier under its terms. It includes termination rights for material breach, insolvency, prolonged force majeure, or repeated failure to pass user acceptance tests.

When can Treasure Global Inc. terminate the software agreement for performance issues?

Treasure Global may terminate if the software fails to meet acceptance testing criteria after more than three repeated user acceptance tests. In that case, the developer must refund all service fees paid within 14 calendar days of the termination date.

What indemnity protections does Treasure Global receive in this software deal?

The developer agrees to indemnify Treasure Global in full against losses, costs, liabilities, and claims arising from its services, including governmental actions and third-party intellectual property infringement claims, providing contractual protection against a wide range of potential disputes.

Which law governs Treasure Global Inc.’s Software Development Agreement with Nexe Cloud?

The agreement is governed by the laws of Malaysia, and disputes not resolved by mutual consultation are subject to resolution by the courts of Malaysia. This choice of law and forum applies to contractual interpretation and enforcement.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents