TREASURE GLOBAL INC 8-K

What Happened

• Treasure Global Inc. announced on February 3, 2026 (reporting agreements dated January 28 and January 30, 2026) that it entered an At‑The‑Market (ATM) offering agreement with Kingswood Capital Partners, LLC to offer up to $10,085,000 of common stock under its effective Form S‑3 registration. The company also executed a supplemental agreement with Astute All Advisory Ltd. that removes Clause 4.5 of a previously disclosed Management Consultancy Agreement dated October 23, 2025; all other terms remain in force.

Key Details

• ATM offering size: up to $10,085,000 of common stock (sales to occur from time to time).
• Sales agent: Kingswood Capital Partners, LLC; commission: 2.5% of gross sales price.
• Offering vehicle: sales pursuant to the company’s effective Form S‑3 (No. 333‑278171) and a Prospectus Supplement dated February 3, 2026.
• Agent expense reimbursement: company will reimburse certain agent expenses and legal fees up to $50,000; company also granted customary indemnification and contribution rights.
• Consultancy amendment: Supplemental Agreement dated January 30, 2026 deletes Clause 4.5 of the October 23, 2025 Management Consultancy Agreement with Astute All Advisory Ltd.; remaining terms continue unchanged.

Why It Matters

• The ATM gives Treasure Global a flexible, on‑demand way to raise equity capital when market conditions are favorable; it does not obligate the company to sell shares and any issuances will dilute existing shareholders proportionally.
• The 2.5% sales commission and up to $50,000 in legal reimbursements are explicit costs tied to any share issuances under the program.
• The deletion of Clause 4.5 from the consultancy agreement is a contractual change the company deemed material enough to disclose; investors should review the filed supplemental agreement (Exhibit 10.2) for the specific impact on consultant scope or fees.