[8-K] Treasure Global Inc. Reports Material Event

Rhea-AI Filing Summary

Treasure Global Inc. (Nasdaq: TGL) reported that on 2 July 2025 it received a Nasdaq Listing Qualifications deficiency notice for failing to hold an annual shareholders’ meeting within 12 months of its fiscal year-end, breaching Listing Rule 5620(a).

The company has 45 calendar days to submit a remediation plan. If Nasdaq accepts the plan, TGL may receive an extension of up to 180 days (until 30 June 2025) to regain compliance; otherwise its shares could face delisting, with the right to appeal.

Management says it is actively working toward compliance and has already set a virtual annual meeting for 5 Aug 2025. The notice does not immediately affect the listing or trading status of TGL shares.

Positive

• No immediate trading impact: Nasdaq letter is a deficiency notice only; TGL shares remain listed during the cure period.
• Remediation underway: Company has already scheduled a virtual annual meeting for 5 Aug 2025 to restore compliance.

Negative

• Nasdaq deficiency notice: Failure to hold the required annual meeting breaches Listing Rule 5620(a).
• Potential delisting risk: If TGL’s compliance plan is rejected or deadlines are missed, its securities could be delisted.

Insights

Securities Analyst

TL;DR: Nasdaq deficiency adds governance risk; impact limited if Aug 5 meeting proceeds.

The notice is a formal warning, not a delisting order. Historically, most issuers cure Rule 5620(a) violations by promptly holding the overdue meeting. TGL has 45 days to submit its plan and up to 180 days total to comply—ample time given the Aug 5 date already scheduled. Nonetheless, the episode highlights internal governance lapses and could weigh on investor sentiment until compliance is restored. I view the event as modestly negative but not thesis-changing unless the company misses further deadlines.

Corporate Governance Expert

TL;DR: Governance lapse is fixable; proactive scheduling should satisfy Nasdaq.

Missing an annual meeting signals weak board oversight and shareholder-relations processes. However, Nasdaq’s structured cure period provides a clear path: submit a plan, hold the meeting, file related voting results. By announcing an Aug 5 virtual meeting, management demonstrates urgency and transparency, which should satisfy Rule 5620(a). Unless further procedural errors emerge, the long-term governance impact should be limited.

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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): July 2, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On July 2, 2025, Treasure Global Inc (the “Company”) received a notification letter (the “Notification Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating the Company’s failure to satisfy a continued listing standard from Nasdaq under Listing Rule 5620(a). The Notification Letter indicated that the Company failed to hold an annual meeting of stockholders within the required twelve-month period from the end of the Company’s fiscal year. The Notification Letter is only a notification of deficiency, not of imminent delisting. Therefore, the Notification Letter has no current effect on the listing or trading of the Company’s securities on Nasdaq.

In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days to submit a plan to regain compliance. If the Company submits a plan to regain compliance within the required timeframe and that plan is accepted, the Company may be granted an exception of up to 180 calendar days from the fiscal year end, or June 30, 2025, to regain compliance. In the event the Company’s plan is not accepted, the Company’s securities may be subject to delisting and the Company will have the opportunity to appeal the Staff’s delisting determination to a hearings panel in accordance with the Nasdaq Listing Rule 5815(a).

The Company is actively engaged in demonstrating its compliance with applicable requirements for continued listing on Nasdaq. This includes the coordination of an annual meeting of stockholders, set to convene virtually on August 5, 2025.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Note Regarding Forward Looking Statements

This Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, without limitation, our ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, our ability to regain compliance with the Rule and our ability to remain current with our reports with the SEC. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the SEC. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except to the extent required by applicable law, we do not undertake any obligation to update or revise forward-looking statements made by us to reflect subsequent events or circumstances. 

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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: July 9, 2025	TREASURE GLOBAL INC.
	By:	/s/ Carlson Thow
	Name:	Carlson Thow
	Title:	Chief Executive Officer

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FAQ

Why did Treasure Global (TGL) receive a Nasdaq deficiency notice?

TGL failed to hold an annual shareholders’ meeting within 12 months of its fiscal year-end, violating Listing Rule 5620(a).

Does the deficiency notice affect TGL’s current Nasdaq listing or trading?

No. The notice is only a warning; TGL shares continue to trade on Nasdaq while the company works to regain compliance.

How long does TGL have to regain compliance with Nasdaq rules?

TGL has 45 days to submit a compliance plan and, if accepted, up to 180 days (until 30 June 2025) to hold the annual meeting.

When will Treasure Global hold the overdue annual meeting?

Management has set a virtual annual meeting for 5 August 2025 to address the deficiency.

What happens if Nasdaq rejects TGL’s compliance plan?

TGL’s securities could be delisted, but the company would have the right to appeal the decision to a Nasdaq hearings panel.