Form 8-K - Current report
October 12 2023 - 4:30PM
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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 5, 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 1.01 Entry into a Material Definitive Agreement.
Treasure Global Inc (the “Company”) entered
into an agreement (the “Agreement”) with YA II PN, Ltd, a Cayman Islands exempt limited partnership (“YA”), on
October 10, 2023, effective as of October 5, 2023, in which:
| ● | On October 6, 2023, the Company made a payment to the Investor that consisted of the (i) initial Trigger
Payment in the amount of $1,000,000 and (ii) an additional payment in the amount of $500,000 (of which $467,289.72 was applied towards
principal and $32,710.28 towards the Redemption Premium of 7%). |
| ● | YA agreed that, except as set forth below, beginning on October 5, 2023 and ending on November 18, 2023,
it shall not sell any shares of common stock of the Company at a price per share less than $1.00. The limitation agreed by YA shall not
apply (i) at any time upon the occurrence and during the continuance of an Event of Default or (ii) upon the prior written consent of
the Issuer. |
| ● | YA agreed that any subsequent monthly payments that may become due pursuant to Section 2(a) of the Convertible
Debentures based on the Trigger Event shall be deferred until November 28, 2023, and continuing on the same day of each successive calendar
month thereafter until the Convertible Debentures are paid in full, unless such payment obligation has ceased in accordance with Section
2(a) of the Convertible Debentures. |
Section 2(a) of the Convertible Debentures provide
that the obligation to make payments as a result of the Trigger Event ceases when the daily VWAP is greater than the Floor Price for a
period of 5 of 7 consecutive trading days in the event of a Floor Price Trigger (as defined below) unless a new Trigger Event occurs.
“Floor Price Trigger” shall mean the
daily VWAP is less than the $0.25 during a period of any 5 of 7 consecutive trading days.
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. Capitalized terms used and not
otherwise defined herein shall have the meanings given to them in either the Securities Purchase Agreement dated as of September
28, 2023, between the Company and YA, a copy of which is filed hereto as Exhibit 10.2 and incorporated by reference herein, or the two
unsecured convertible debentures issued by the Company to YA (the “Convertible Debentures”), a copy of the form is filed hereto
as Exhibit 10.3 and incorporated by reference herein.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
* |
Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-271872), originally filed on May 12, 2023. |
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 12, 2023 |
TREASURE GLOBAL INC. |
|
|
|
|
By: |
/s/ Chong Chan “Sam” Teo |
|
Name: |
Chong Chan “Sam” Teo |
|
Title: |
Chief Executive Officer |
2
Exhibit 10.1
October 5, 2023
Treasure Global Inc.
276 5th 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 (i) the Convertible
Debenture issued by Treasure Global Inc., a Delaware corporation (the “Issuer”) to the Investor dated February 28,
2023 (the “First Debenture”) and (ii) the Convertible Debenture issued by the Issuer to the Investor dated June 14,
2023 (the “Second Debenture” and collectively with the First Debenture, the “Debentures”). Capitalized
terms used herein and not otherwise defined herein shall have the meaning assigned to them in the Debentures. As notified to the Issuer
by the letter from the Investor on September 29, 2023, due to a Trigger Event which occurred as of September 28, 2029, the Issuer owes
an initial monthly payment under the Debentures in the amount of $1,092,071.
The Investor and the Issuer
hereby agree to the following:
| 1. | On or before October 6, 2023 (the “Payment Date”), the Issuer shall pay to the Investor,
(i) the initial Trigger Payment in the amount set forth above, and (ii) an additional payment in the amount of $500,000 (of which $467,289.72
shall be applied towards principal and $32,710.28 towards the Redemption Premium of 7%). |
| 2. | The Investor agrees that, except as set forth below, beginning on the date hereof and ending on November
18, 2023, it shall not sell any shares of Common Stock at a price per share less than $1.00. The limitation agreed by the Investor in
this section shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default, (ii) if the payments
set forth in Section 1 above are not received by the Investor by the Payment Date, or (iii) upon the prior written consent of the Issuer. |
| 3. | Provided that the payments set forth in Section 1 above are received by the Investor by the Payment Date,
the Investor agrees that any subsequent monthly payments that may become due pursuant to Section 2(a) of the Debentures based on the above
referenced Trigger Event shall be deferred until November 28, 2023, and continuing on the same day of each successive calendar month thereafter
until the Debentures are paid in full, unless such payment obligation has ceased in accordance with Section 2(a) of the Debentures. |
[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 |
|
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