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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.
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 |
