TREASURE GLOBAL INC 8-K

What Happened

• Treasure Global Inc (TGL) announced on May 26, 2026 that it entered into a Subscription Agreement with Legacy Trustee Berhad (Investor) for a $1,200,000 private placement conducted under Regulation S. The investment is payable in four equal tranches of $300,000 with completion dates of May 26, 2026; June 2, 2026; June 16, 2026; and June 23, 2026.
• The number of shares issued for each tranche equals the tranche payment divided by the greater of $3.88 per share (Execution Date Price) or the closing price on the trading day immediately prior to each completion date; fractional shares are rounded up. All issued shares are restricted under the Securities Act and subject to Rule 144 resale limits.

Key Details

• Total commitment: $1,200,000, paid in four $300,000 tranches (May 26; Jun 2; Jun 16; Jun 23, 2026).
• Pricing: greater of $3.88 per share or prior trading-day closing price; fractional shares rounded up.
• Registration: Company will file a Form S-1 or S-3 within 60 days after the initial completion date and use commercially reasonable efforts to have it declared effective within the filing deadlines (generally by 90 days, or 120 if reviewed).
• Legal/other terms: Shares are restricted securities; indemnification provisions survive termination; agreement governed by Malaysian law and courts.

Why It Matters

• This agreement provides Treasure Global with up to $1.2M in near-term capital, which can help fund operations or initiatives without a public offering.
• Investors should note potential dilution: the actual number of new shares depends on market price (with a $3.88 floor) and could increase if the market price is below the floor.
• Liquidity for the Investor’s shares is limited initially (restricted securities and Rule 144); the Company must register the resale or otherwise the Investor remains resale-limited until registration effectiveness or Rule 144 conditions are met.
• The Agreement is binding and irrevocable on the Investor, and is governed by Malaysian law, which affects dispute forum and legal remedies.