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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 24, 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.
Marketing Consultancy Agreement
On October 24, 2025, the Treasure Global Inc (the
“Company”) entered into a marketing consultancy agreement with Pepe Cemerlang Marketing (the “Consultant”), a
Malaysian company (the “Marketing Consultancy Agreement”), pursuant to which the Company engaged the Consultant to provide
financial advisory, strategic business planning, investor and public relations services (the “Services”) in accordance to
the terms and conditioned set forth therein. The Marketing Consultancy Agreement shall commence from October 24, 2025 and remain in force
for a period twelve (12) months unless otherwise frustrated, rescinded and/or terminated in accordance to Clause 8 of the Marketing Consultancy
Agreement provided that both parties shall be opened to commercial negotiations from time to time pertaining to the contents of the Marketing
Consultancy Agreement whereby should any such negotiation materialize.
In consideration of the performance of the Consultant
of its obligations, and the provision of the Services pursuant to this Agreement, subject to the Company’s satisfaction of the deliverables
as stipulated in Clause 4 on the Marketing Consultancy Agreement, the Company shall pay to the Consultant a total sum of USD1,000,000.00
in the manner outlined in the Marketing Consultancy Agreement.
The Marketing Consultancy Agreement contains customary
representations, warranties, and agreements by the Company and the Consultant, with other obligations of the parties and termination
provisions.
The above summary of the Marketing Consultancy
Agreement is qualified in its entirety by reference to the full texts of the Marketing Consultancy Agreement and, which is attached hereto
as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 10.1* |
|
Marketing Consultancy Agreement between Treasure Global Inc. and Pepe Cemerlang Marketing dated October 24, 2025 |
| 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 30, 2025 |
TREASURE GLOBAL INC. |
| |
|
|
| |
By: |
/s/ Carlson Thow |
| |
Name: |
Carlson Thow |
| |
Title: |
Chief Executive Officer |
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