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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):
November 5, 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 5.07 Submission of Matters to a Vote of
Security Holders.
On November 5, 2026, Treasure Global Inc, a Delaware
corporation (the “Company”), held its virtual 2026 Special Meeting of Stockholders (the “Meeting”).
As of the close of business on September 18, 2026,
the record date for the determination of stockholders entitled to vote at the Meeting, there were 3,484,484 shares of the Company’s
common stock, par value $0.00001 per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting.
At the Meeting, the combined holders of 2,036,456 shares of the voting stock entitled to notice of and to vote at the Meeting were represented
in person or by proxy, representing approximately 58.44% of the outstanding voting shares, and thereby a quorum pursuant to the Delaware
General Corporation Law and the bylaws of the Company was present for the transaction of business at the Meeting.
The final results for each of the matters considered
at the Meeting were as follows:
| 1. | To approve an amendment to
the Company’s Certificate of Incorporation authorizing the Board, without further stockholder approval, to effect a reverse stock
split of the Company’s common stock, to set the timing of a stock split, or to refrain from taking such action, at a ratio of any
whole number within the range between one-for-two (1-for-2) to one-for-fifty (1-for-50), to maintain compliance with Nasdaq Listing Rule
5550(a)(2); |
| Votes For |
|
Votes Against |
|
Abstain |
| 1,999,898 |
|
36,536 |
|
22 |
The affirmative vote of the holders of a majority
of the outstanding shares of common stock entitled to vote at the Meeting was required for approval. The proposal was approved.
| 2. | To approve the adjournment
of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal
1. |
| Votes For |
|
Votes Against |
|
Abstain |
| 2,003,335 |
|
32,772 |
|
349 |
The affirmative vote of the holders of a majority
of the shares present virtually or represented by proxy and entitled to vote on the matter was required for approval. The proposal was
approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 104 |
|
Inline XBRL for the cover page of this Current Report on Form 8-K |
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: November 6, 2026 |
TREASURE GLOBAL INC |
| |
|
|
| |
By: |
/s/ Chong Chan “Sam” Teo |
| |
Name: |
Chong Chan “Sam” Teo |
| |
Title: |
Executive Director and Acting Chief Executive Officer |