Alumni Capital LP, Alumni Capital GP LLC and Ashkan Mapar report shared beneficial ownership of 700,349 shares of Treasure Global Inc. common stock, representing 9.99% of the class. The reported stake reflects shares the fund currently owns, shares it may acquire under a Purchase Agreement and warrants (the "Commitment Warrants"), and applies ownership limitations that cap acquisitions at 4.99% unless increased to 9.99% by notice or agreement. The Fund currently holds 310,000 shares and has the right, based on the warrant limitation, to acquire 21,414 additional shares. The filing states the Reporting Persons disclaim ownership except to the extent of any pecuniary interest.
Positive
Transparent disclosure of aggregate beneficial ownership (700,349 shares) and the legal mechanisms (Purchase Agreement and Commitment Warrants) giving rise to that figure
Clear statement of current direct ownership (310,000 shares) and the number of additional shares the Fund may acquire under current warrant limits (21,414 shares)
Specified ownership limits (default 4.99% with potential to increase to 9.99%) which clarify the maximum economic exposure absent further agreement
Negative
Near-10% stake is materially significant for a single investor in a small-cap issuer and may warrant heightened governance attention
Insights
TL;DR: A single investment vehicle discloses a near-10% economic stake via current holdings and contractual purchase/warrant rights.
The Schedule 13G shows an economic position that is material for a small-cap issuer: 700,349 shares equal 9.99% of the outstanding class when giving effect to contractual acquisition rights. The filing clarifies that acquisition rights arise from a Purchase Agreement and Commitment Warrants with ownership limits that can be raised to 9.99% by notice or consent. The Fund currently owns 310,000 shares and has exercisable warrant-related rights to 21,414 additional shares under current limitations. This is a transparent, voluntary disclosure consistent with passive investor reporting while highlighting optional pathways to increase stake within agreed caps.
TL;DR: Reporting Persons disclose shared voting/dispositive power for 9.99%, noting contractual limits and a disclaimer of control.
The filing identifies shared voting and dispositive power over the reported shares and explicitly disclaims intent to influence control. It documents governance-relevant mechanics: a Purchase Agreement and Commitment Warrants that subject acquisitions to explicit ownership caps (default 4.99% with potential increase to 9.99%). For board and governance considerations, the aggregated near-10% position is meaningful for shareholder structure and could trigger increased engagement or monitoring by the issuer despite the passive-reporting posture.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TREASURE GLOBAL INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
89458T304
(CUSIP Number)
10/10/2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
89458T304
1
Names of Reporting Persons
Alumni Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
700,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
700,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
700,349.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
89458T304
1
Names of Reporting Persons
Alumni Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
700,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
700,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
700,349.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
89458T304
1
Names of Reporting Persons
Ashkan Mapar
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
700,349.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
700,349.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
700,349.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TREASURE GLOBAL INC
(b)
Address of issuer's principal executive offices:
276 5th Avenue, Suite 704 #739 New York, New York 10001
Item 2.
(a)
Name of person filing:
This statement is filed by Alumni Capital LP (the "Fund"), Alumni Capital GP LLC (the "General Partner"), and Ashkan Mapar (the "Controlling Person"). The foregoing are collectively referred to herein as the "Reporting Persons".
The Fund holds, has the right to acquire, or has the obligation to acquire, securities of the Issuer. The General Partner serves as the general partner of the Fund. The Controlling Person is the control person of the General Partner.
(b)
Address or principal business office or, if none, residence:
The address for the principal business office of each of Alumni Capital LP, Alumni Capital GP LLC, and Ashkan Mapar is 601 Brickell Key Dr., Suite 700, Miami, FL 33131.
(c)
Citizenship:
Alumni Capital LP is a Delaware limited partnership. Alumni Capital GP LLC is a Delaware limited liability company. Ashkan Mapar is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
89458T304
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Alumni Capital LP - 700,349*
Alumni Capital GP LLC - 700,349*
Ashkan Mapar - 700,349*
*The shares of common stock (the "Shares") of Treasure Global Inc (the "Issuer") reported herein represent Shares that may be acquired by Alumni Capital LP (the "Fund") pursuant to (i) a Purchase Agreement dated October 10, 2024, between the Issuer and the Fund (the "Purchase Agreement") and amended by a Modification Agreement (the "Modification Agreement") dated as of January 21, 2025, and (ii) warrants to purchase common stock of the Issuer held by the Fund or to be issued to the Fund in consideration of the Fund's entering into the Purchase Agreement (the "Commitment Warrants").
Under the Commitment Warrants, the Fund may acquire Shares (or securities convertible into or exercisable for Shares) in accordance with the respective terms and subject to the respective conditions and limitations contained therein. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Commitment Warrants, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Warrant Ownership Limitation"). The Fund may increase the Warrant Ownership Limitation up to 9.99% (a) upon sixty-one (61) days prior written notice to the Issuer, or (b) upon written agreement of the Fund and the Issuer.
Furthermore, under the Purchase Agreement, at the Issuer's sole discretion, the Fund may be required to purchase Shares, in accordance with the terms and subject to the conditions and limitations of the Purchase Agreement. One of such limitations is that the Fund is prohibited from acquiring any Shares under the Purchase Agreement, which, when aggregated with all other Shares then beneficially owned by the Fund and its affiliates, would result in the beneficial ownership by the Fund and its affiliates to exceed 4.99% of the Shares outstanding (the "Purchase Agreement Ownership Limitation"). The Fund may increase the Purchase Agreement Ownership Limitation up to 9.99% upon written agreement of the Fund and the Issuer.
As such, the percent of class reported herein is giving effect to the Warrant Ownership Limitation and the Purchase Agreement Ownership Limitation as if either was increased to 9.99%, and it is based upon the Issuer's representation to the Fund on August 26, 2025 that there were 6,310,149 Shares outstanding as of August 26, 2025 plus the approximate total number of Shares that the Reporting Persons may acquire at the direction of the Issuer and/or upon exercise of all Commitment Warrants (subject to the Warrant Ownership Limitation or the Purchase Agreement Ownership Limitation as if either was increased to 9.99%) in accordance with Rule 13d-3(d)(1)(i) under the Act.
For the sake of clarity, the Fund currently owns 310,000 Shares as of the date of the filing, has the right to acquire 21,414 Shares upon exercise of outstanding Commitment Warrants as of the date of the filing (based on the Warrant Ownership Limitation), and is electing to file this Schedule 13G solely to the extent that, for the purposes of Section 240.13d-3 (based on the current Warrant Ownership Limitation, the Reporting Persons are deemed to beneficially own the Shares pursuant to the Purchase Agreement and the Commitment Warrants. The filing of this report shall not be deemed an admission, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of such Reporting Person's pecuniary interest, if any, therein.
(b)
Percent of class:
Alumni Capital LP - 9.99%
Alumni Capital GP LLC - 9.99%
Ashkan Mapar - 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(ii) Shared power to vote or to direct the vote:
Alumni Capital LP - 700,349*
Alumni Capital GP LLC - 700,349*
Ashkan Mapar - 700,349*
(iii) Sole power to dispose or to direct the disposition of:
Alumni Capital LP - 0
Alumni Capital GP LLC - 0
Ashkan Mapar - 0
(iv) Shared power to dispose or to direct the disposition of:
Alumni Capital LP - 700,349*
Alumni Capital GP LLC - 700,349*
Ashkan Mapar - 700,349*
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Alumni Capital LP
Signature:
/s/ Ashkan Mapar
Name/Title:
Ashkan Mapar/Manager of Alumni Capital GP LLC, General Partner of Alumni Capital LP
How many Treasure Global Inc. (TGL) shares do the Reporting Persons beneficially own?
The Reporting Persons report beneficial ownership of 700,349 shares, representing 9.99% of the class as stated in the filing.
What portion of the reported stake does Alumni Capital LP currently own outright?
The Fund currently owns 310,000 shares directly, per the Schedule 13G.
What additional acquisition rights does the Fund have under warrants?
Under the Commitment Warrants and subject to ownership limits, the Fund has the right to acquire approximately 21,414 additional shares based on current limitations disclosed.
Are there limits on how much the Fund can acquire?
Yes. Both the Purchase Agreement and the Commitment Warrants include a default 4.99% ownership limit, which the Fund may increase up to 9.99% by notice or by written agreement with the issuer as described in the filing.
Do the Reporting Persons claim control of Treasure Global Inc.?
No. The filing includes a certification disclaiming that the securities were acquired to change or influence control, and the Reporting Persons state they disclaim beneficial ownership except to the extent of any pecuniary interest.
