Form 8-K - Current report

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 28, 2023

TREASURE GLOBAL INC

(Exact name of registrant as specified in its charter)

Delaware	001-41476	36-4965082
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

276 5th Avenue, Suite 704 #739 New York, New York		10001
(Address of principal executive offices)		(Zip Code)

+6012 643 7688

(Registrant’s telephone number, including area code)

N/A

(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 1.01. Entry into a Material Definitive Agreement.

On November 28, 2023, Treasure Global Inc (the “Company”) entered into an agreement with Yorkville Advisors Global, L.P. (“YA”), pursuant to which the Company agreed to pay $2,102,909.59 to YA, which represents payment in full of all amounts owed under the Convertible Debenture (the “Convertible Debenture”) issued by the Company to YA on February 28, 2023. Such amount includes all amounts due and payable under the Convertible Debenture as of November 28, 2023, plus per diem interest of $208.22 for each day after November 28, 2023, provided that such payment is made promptly upon the closing of the Company’s public offering (the “Offering”), which occurred on November 30, 2023. In return for the Company’s agreement to repay the Convertible Denture from the proceeds of the Offering, YA agreed not to sell any shares of the Company’s common stock until December 4, 2023.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Letter Agreement dated November 28, 2023 from Yorkville Advisors Global, L.P. to Treasure Global Inc
104		Cover Page Interactive Data File (formatted in Inline XBRL).

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: December 4, 2023	TREASURE GLOBAL INC

	By:	/s/ Chong Chan “Sam” Teo
	Name:	Chong Chan “Sam” Teo
	Title:	Chief Executive Officer

Exhibit 10.1

November 28, 2023

Treasure Global Inc.

276 5^th Avenue, Suite 704 #739

New York, NY 10001

Attention: Chong Chan “Sam” Teo

Email: sam@treasuregroup.co

Dear Sirs:

I am writing on behalf of YA II PN, Ltd (the “Investor”), which is managed by Yorkville Advisors Global, L.P. Reference is made to the Convertible Debenture issued by Treasure Global Inc., a Delaware corporation (the “Company”) to the Investor dated February 28, 2023 (the “Debenture”). Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Debentures.

The Company has filed a registration statement (Registration No. 333-275411) on November 8, 2023, as amended (the “Registration Statement”) that was declared effective on November 13, 2023. The Company shall commence the sale of securities (the “Offering”), including shares of its common stock, par value $0.0001 (the “Common Stock”) as soon as practicable after the effective date of this Registration Statement. The Offering shall commence upon the execution of the underwriting agreement by the Company and the underwriter in the Offering and as soon as practicable thereafter, the Company shall publicly issue a pricing press release (the “Pricing Release”), which publicly discloses the final pricing information of the Common Stock and other securities being offered in the Offering.

The Company shall pay, as payment in full of all amounts owed under the Debenture, $2,102,909.59, which includes all amounts due and payable as of November 28, 2023, plus per diem interest of $208.22 for each day after November 28, 2023 (the “Payoff Amount”), provided that such payment is made promptly upon the closing of the Offering and no later than December 4, 2023. The Company shall pay the Payoff Amount by wire transfer to the Investor pursuant to the wire instructions provided by the Investor. Any prior notice requirements with respect to the payment of the Payoff Amount are hereby waived by the Investor.

The Investor hereby agrees that from the period beginning on the opening of trading on the Nasdaq Stock Market immediately following the publication of the Pricing Release by the Company and ending on the close of trading on the trading day immediately following the closing of the Offering, provided that such period shall be no longer than four trading days in total, the Investor shall not sell any shares of Common Stock

[Remainder of page intentionally left blank]

In witness whereof, the Investor and the Issuer have caused this letter agreement to be duly executed by an authorized officer as of the date set forth above.

	YA II PN, LTD.

	By:	Yorkville Advisors Global LP
	Its:	Investment Manager

	By:	Yorkville Advisors Global II, LLC
	Its:	General Partner

	By:	/s/ Michael Rosselli
	Name:	Michael Rosselli
	Title:	Member

	TREASURE GLOBAL INC.

	By:	/s/ Chong Chan “Sam” Teo
	Name:	Chong Chan “Sam” Teo
	Title:	Chief Executive Officer

Cover	Nov. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 28, 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