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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 30, 2023

 

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 3.02 Unregistered Sales of Equity Securities

 

On October 30, 2023, Treasure Global Inc (the “Company”) issued a total of 1,816,735 restricted shares of common stock (“Common Stock”) of the Company to its Chief Executive Officer Chong Chan Teo, and to Kok Pin Tan ( collectively, the “Creditors”) in exchange for the cancellation of $321,562.08 in aggregate indebtedness owed to the Creditors (the “Transaction”). The number of shares of Common Stock issued to the Creditors was calculated by dividing (x) $321,562.08 by (y) the product of (A) $0.221 (the closing price per share of the Common Stock posted on Nasdaq Stock Market LLC on October 3, 2023) multiplied by (B) 0.80. The 1,816,735 shares of Common Stock issued included, 1,057,519 shares issued to Chong Chan Teo and 759,216 shares issued to Kok Pin Tan. The Transaction was approved by the board of directors of the Company on October 11, 2023.

 

The issuance of the Shares to the Creditors was made pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

1

 

 

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 3, 2023 TREASURE GLOBAL INC.
     
  By: /s/ Chong Chan “Sam” Teo
  Name:  Chong Chan “Sam” Teo
  Title: Chief Executive Officer

 

 

2

 

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Cover
Oct. 30, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 30, 2023
Entity File Number 001-41476
Entity Registrant Name TREASURE GLOBAL INC
Entity Central Index Key 0001905956
Entity Tax Identification Number 36-4965082
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 276 5th Avenue
Entity Address, Address Line Two Suite 704 #739
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10001
City Area Code +6012
Local Phone Number 643 7688
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.00001 per share
Trading Symbol TGL
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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