Treasure Global Inc. Files 8-K for Equity Sales

TL;DR

TGI filed an 8-K for unregistered equity sales - watch for dilution.

AI Summary

Treasure Global Inc. entered into a Material Definitive Agreement on May 27, 2024, related to unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive office is located at 276 5th Avenue, Suite 704 #739, New York, NY 10001.

Why It Matters

This 8-K filing indicates potential dilution or changes in the company's capital structure due to unregistered equity sales, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered sales of equity securities can sometimes signal financial distress or lead to significant dilution for existing shareholders.

Key Players & Entities

• TREASURE GLOBAL INC (company) — Registrant
• May 27, 2024 (date) — Date of earliest event reported
• 276 5th Avenue, Suite 704 #739, New York, New York 10001 (location) — Registrant's principal executive office
• 001-41476 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.00001 — h registered Common Stock, par value $0.00001 per share TGL The Nasdaq Stock Mark
• $495,500 — software application in exchange for USD$495,500 worth of common stock, par value $0.000
• $3.93 — ompany, or 126,082 shares valued at USD $3.93 per share (the "TGL Shares"). The Agree

Filing Documents

• ea0207081-8k_treasure.htm (8-K) — 28KB
• ea020708101ex10-1_treasure.htm (EX-10.1) — 164KB
• ex10-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-047977.txt ( ) — 392KB
• tgl-20240527_lab.xml (EX-101.LAB) — 33KB
• tgl-20240527_pre.xml (EX-101.PRE) — 22KB
• tgl-20240527.xsd (EX-101.SCH) — 3KB
• ea0207081-8k_treasure_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On May 27, 2024, Treasure Global Inc (the "Company") and Falcon Gateway Sdn Bhd (the "Seller"), a company that is in the business of, among other things, technology services, entered into a Software Purchase Agreement (the "Agreement"), in which the Seller agreed to sell to the Company a certain software application in exchange for USD$495,500 worth of common stock, par value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93 per share (the "TGL Shares"). The Agreement may be terminated if the Company or the Seller materially breaches any of its obligations or undertakings as set forth in the Agreement or if either the Company or the Seller is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed over any part of its assets. The Agreement contains customary representations and warranties. Pursuant to the Agreement, the TGL Shares will be issued within 5 business days from the effective date of the Agreement and will be restricted securities and not be listed on any exchange. The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The issuance of the TGL Shares is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The disclosures set forth in Item 1.01 above are incorporated by reference into this

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit Description 10.1 Software Purchase Agreement dated as of May 27, 2024, by and between the Company and Falcon Gateway Sdn Bhd 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 1

SIGNATURES

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: May 30, 2024 TREASURE GLOBAL INC By: /s/ Chong Chan "Sam" Teo Name: Chong Chan "Sam" Teo Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR