Treasure Global Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

TGI filed an 8-K on 10/21/25 for a material agreement and equity sales.

AI Summary

On October 21, 2025, Treasure Global Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0001213900-25-102201.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Numbers

• 001-41476 — SEC File Number (Identifies the company's filing history with the SEC.)
• 36-4965082 — IRS Employer Identification Number (Tax identification number for the company.)

Key Players & Entities

• TREASURE GLOBAL INC (company) — Registrant
• October 21, 2025 (date) — Date of earliest event reported
• 0001213900-25-102201 (accession_number) — Filing accession number
• 276 5th Avenue, Suite 704 #739, New York, NY 10001 (address) — Registrant's principal executive office
• 6012 643 7688 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.00001 — ch registered Common Stock, par value $0.00001 per share TGL The Nasdaq Stock Mark
• $750,000.00 — grees to pay a total consideration of US$750,000.00 ("Purchase Price") in the following man
• $280,000.00 — Price") in the following manner: (i) US$280,000.00 to be paid in cash; (ii) and remaining
• $470,000.00 — ning balance of the Purchase Price of US$470,000.00 to be satisfied through the issuance an
• $0.90 — to the Vendor with the cost basis of US$0.90 per Share. All cash payments shall be p
• $1,500,000 — any shall pay to the Service Provider US$1,500,000.00, which shall be satisfied though the
• $1,500,000.00 — res shall have an equivalent value of US$1,500,000.00 with a cost basis of US$0.85 per share.
• $0.85 — US$1,500,000.00 with a cost basis of US$0.85 per share. The TGL Shares shall be issu

Filing Documents

• ea0262368-8k_treasure.htm (8-K) — 33KB
• ea026236801ex10-1_treasure.htm (EX-10.1) — 108KB
• ea026236801ex10-2_treasure.htm (EX-10.2) — 144KB
• ex10-2_001.jpg (GRAPHIC) — 2KB
• 0001213900-25-102201.txt ( ) — 494KB
• tgl-20251021_lab.xml (EX-101.LAB) — 33KB
• tgl-20251021_pre.xml (EX-101.PRE) — 22KB
• tgl-20251021.xsd (EX-101.SCH) — 3KB
• ea0262368-8k_treasure_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement . Sale and Purchase Agreement On October 22, 2025, Treasure Global Inc (the "Company") entered into a sale and purchase agreement with Nexe Cloud Limited (the "Vendor"), a British Virgin Island company (the "Sale and Purchase Agreement"), pursuant to which the Vendor agreed to sell and the Company agreed to buy an AI server (the "Product"), as further specified in the schedule 1 therein. Both Parties acknowledge and agree that this Agreement shall commence on October 22, 2025 and shall be valid until the completion of all obligations under this Agreement, including full delivery, acceptance, and payment for the Product, unless the Sale and Purchase Agreement is mutually terminated in writing between both parties or terminated by either party due to any breach or default of the Sale and Purchase Agreement. In consideration of the performance of the Vendor of its obligation and the provisions of the sale of the Product (including but not limited to the Maintenance and Service Level) pursuant to this Agreement, the Buyer agrees to pay a total consideration of US$750,000.00 ("Purchase Price") in the following manner: (i) US$280,000.00 to be paid in cash; (ii) and remaining balance of the Purchase Price of US$470,000.00 to be satisfied through the issuance and allotment of common stock of the Company ("Shares") to the Vendor with the cost basis of US$0.90 per Share. All cash payments shall be paid by the Company to the Vendor in full within fourteen (14) days following delivery of the Product. The Shares shall be issued within ten (10) business days from the date of Sale and Purchase Agreement or such other date as mutually agreed in writing. The Sale and Purchase Agreement contains customary representations, warranties, and agreements by the Company and the Vendor, with other obligations of the parties and termination provisions. The above summary of the Sale and Purchase Agreement is qualified in its entirety b

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. See Item 1.01, which is incorporated herein by reference. The Shares and TGL Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Sale and Purchase Agreement between Treasure Global Inc. and Nexe Cloud Limited dated October 22, 2025 10.2 Service Agreement between Treasure Global Inc. and Weshare Management SDN BHD dated October 21, 2025 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 2

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: October 24, 2025 TREASURE GLOBAL INC. By: /s/ Carlson Thow Name: Carlson Thow Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR