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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 22, 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 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 22, 2025, the board of directors (the
“Board”) of Treasure Global Inc (the “Company”) appointed Chong Chan “Sam” Teo, as the executive director
of the Board, effective October 22, 2025. Chong Chan “Sam” Teo previously served as the Company’s Chief Executive Officer.
After a period of personal pursuit, he has been invited to rejoin the Company as Head of Operations and to assume a leadership role at
the Board level as Executive Director to strengthen governance and provide strategic guidance as the Company advances its growth and profitability
initiatives.
In addition, Mr. Teo and the Company have entered
into an executive employment agreement (the “Employment Agreement”), pursuant to which Mr. Teo is entitled to receive a total
of $120,000 worth of shares of common stock of the Company on an annual basis, issued prorated on a monthly basis, calculated based on
the Volume Weighted Average Price (VWAP) of the Company’s shares for the respective month of issuance.
Mr. Teo is an experienced corporate strategist
who has contributed to building high-performance teams through implementation of organizational innovation within multiple companies operating
in the fintech and e-commerce fields.
Prior to his current role, Mr. Teo served as Chief
Operations Officer of the Company from July 2020 to June 2021, where he led sales and strategic business development. From March 2020
to June 2021, he was the Chief Executive Officer of ZCITY, leading strategic and tactical planning, forecasting, capital budgeting, and
financial cost controls. Prior to that, Mr. Teo served as Director of Business Development of ZCITY from May 2018 to February 2020, and
as Managing Director of Modes Cube Sdn Bhd from May 2016 to April 2018.
Mr. Teo earned a Bachelor’s degree in Quantity
Surveying from Sheffield Hallam University in 2006 and a Diploma in Quantity Surveying from Tunku Abdul Rahman College in 2004.
On October 22, 2025, the Board appointed Y. Bhg.
Datin Nurfatin Binti Mufti, aged 37, as the Company’s Independent Director, effective October 22, 2025. Datin Nurfatin brings more
than fifteen years of experience in the construction, retail, and food & beverage sectors. Her appointment reflects the Company’s
focus on strengthening its operational leadership, domestic expansion, and supply-chain capabilities.
From 2006 to 2012, Datin Nurfatin served as a
Quantity Surveyor for several Malaysian construction firms, overseeing project cost control, procurement, and contract administration
for residential and commercial projects. In 2012, she founded and managed a construction contracting company, where she was responsible
for materials sourcing, manpower coordination, and timely project execution. In 2016, Datin Nurfatin ventured into the food and beverage
retail industry, establishing and operating a café business that later grew into a diversified portfolio. She subsequently founded
Kampung Fresh Market Sdn. Bhd., a grocery and fresh-food retail company specializing in seafood sourced directly from local jetties and
premium household groceries. Under her leadership, Kampung Fresh Market expanded to multiple outlets across Selangor, including Setia
Alam, Eco Majestic (Semenyih), Cybersouth, and Denai Alam.
To support this expansion, she established a central
warehouse and distribution hub that supplies produce and goods to other retail chains, hypermarkets, and restaurants locally and internationally.
Datin Nurfatin also spearheaded the Company’s diversification into manufacturing and export, focusing on ready-to-eat meals, sambal
condiments, and snack products, as well as OEM manufacturing and private-label partnerships.
Datin Nurfatin holds a Diploma and Bachelor’s
Degree in Quantity Surveying from Universiti Teknologi MARA (UiTM) Shah Alam, a Master’s Degree in Facilities Management, and is
presently pursuing a Doctor of Philosophy (Ph.D.) in Facilities Management at UiTM.
Datin Nurfatin entered into a letter agreement
(the “Letter Agreement”) with the Company, pursuant to which she was appointed as Independent Director of the Company. Datin
Nurfatin is entitled to receive a basic monthly salary of RM3,000.00. In addition, Datin Nurfatin is also entitled to reimbursement for
reasonable expenses incurred in the performance of her duties, in accordance with the Company’s policies.
The foregoing summary of the Employment Agreement
and the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by, forms of which is attached
as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Executive Employment Agreement |
| 10.2 |
|
Form of Letter of Appointment for A Non-Executive Director |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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 28, 2025 |
TREASURE GLOBAL INC. |
| |
|
|
| |
By: |
/s/ Carlson Thow |
| |
Name: |
Carlson Thow |
| |
Title: |
Chief Executive Officer |
