Form 8-K/A - Current report: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

 

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 28, 2024

 

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)

 

[phone]

(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. ☐

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 to the Current Report on Form 8-K filed by Treasure Global Inc (the “Company”) with the Securities and Exchange Commission is being filed solely to amend Item 1.01 Entry into a Material Definitive Agreement.

 

1

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 20, 2024, the Company filed a Current Report on Form 8-K (the “Original 8-K”) disclosing that it had entered into a certain partnership agreement (the “Agreement”) with Credilab Sdn. Bhd. (“CLSB”). A copy of the Agreement was attached as an exhibit to the Original 8-K. Subsequent to filing the Original 8-K, the Company and CLSB have entered into a supplemental letter on October 28, 2024 (the “Supplement Letter”) to amend the profit-sharing ratio from 1/3 to 1/2. The Company is filing this Amendment No.1 to include the Supplement Letter to in Item 1.01 hereof.

 

The above summary of the Supplement Letter is qualified in its entirety by reference to the full text of the Supplement Letter, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
10.1		Supplemental Letter Dated October 28, 2024 to The Partnership Agreement Dated September 20, 2024
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

2

 

 

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 30, 2024	TREASURE GLOBAL INC.
	By:	/s/ Carlson Thow
	Name:	Carlson Thow
	Title:	Chief Executive Officer

 

 

3

 

 

Exhibit 10.1

 

SUPPLEMENTAL LETTER DATED 28 OCTOBER 2024

 

TO THE PARTNERSHIP AGREEMENT DATED 20 SEPTEMBER 2024 (“AGREEMENT”)

 

BETWEEN:

 

TREASURE GLOBAL INC. (Registration No.: 7908921), a Nasdaq listed company incorporated in the State of Delaware, United States of America and having its registered office at 276 5th Avenue Suite, 704 #739 New York, NY 10001, United States (“TGL”) of the first part;

 

AND

 

CREDILAB SDN. BHD. (Registration No.: 202001025173(1381493-W)), a company incorporated in Malaysia and having its business address at B02-D-17, Menara 3, No. 3, Jalan Bangsar, KL Eco City, 59200 Kuala Lumpur, W.P. Kuala Lumpur (“CLSB”) of the second part.

 

 

Unless otherwise defined, all the terms used herein shall bear the same meaning as such terms defined in the Agreement.

 

1.

Incidental to further discussion between the Parties, the Parties hereby agree to amend, vary and/or modify the Agreement by making the following amendments to Clause 4.2 of the Agreement:

 

“4.2

CLSB agrees that it shall share the profits derived from the Portfolio Clients with TGL, as follows:

 

4.2.1

half of the Revenue; and

 

4.2.2

the Processing Fee,

 

as compensation for the introduction and facilitation of the Portfolio Clients to CLSB (“Compensation”).”

 

2.

Save for the above, all the terms and conditions of the Agreement shall remain and continue to be in full force and effect.

 

3.

This letter shall be governed by the laws of Malaysia.

 

[The rest of this page is intentionally left blank]

 

 

 

TGL

 

For and on behalf of	)
TREASURE GLOBAL INC	)
Registration No: 7908921	)
	)	/s/ Carlson Thow
		Name: Carlson Thow Designation: Director

 

CLSB

 

For and on behalf of	)
CREDILAB SDN BHD	)
Registration No:  202001025173 (1381493-W)	)
in the presence of	)	/s/ Chai Ching Loong
		Name: Chai Ching Loong Designation: Director

 

 

 

 

 

Cover	Oct. 28, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 to the Current Report on Form 8-K filed by Treasure Global Inc (the “Company”) with the Securities and Exchange Commission is being filed solely to amend Item 1.01 Entry into a Material Definitive Agreement.
Document Period End Date	Oct. 28, 2024
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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