Treasure Global Inc. Enters $3M Software Development Agreements

What Happened

• Treasure Global Inc. (TGL) announced on August 26, 2026 that it entered into three separate Software Development Agreements with Mestiz Technology Sdn Bhd (Malaysia), E Argo Digital Sdn Bhd (Malaysia) and Add2Cart Commerce Pte Ltd (Singapore) to design, develop and deliver a Lifestyle Membership and Experience Platform.
• Each agreement has a fee of US$1,000,000 (US$3,000,000 aggregate) and a three‑month term from the August 26, 2026 effective date, unless earlier terminated.

Key Details

• Payment and timing: US$500,000 due on the Effective Date; US$400,000 on completion of user acceptance testing; US$100,000 on go‑live. TGL may pay in cash, TGL common stock, or a combination at its sole discretion.
• Share issuance terms: if paid in shares, issue price = closing price on the trading day before the payment date; shares will be restricted for six months and subject to Rule 144.
• Intellectual property and protections: all IP, source code and deliverables vest immediately and exclusively in TGL upon creation; each developer indemnifies TGL against losses (including IP infringement claims).
• Other commercial terms: 2% liquidated damages per week of delay per Phase (capped at 10% per Phase); developers provide 90 days post‑delivery support; confidentiality obligations last two years; agreements governed by Malaysian law and courts.

Why It Matters

• Financial impact: TGL commits up to US$3.0M in development costs that may be paid in cash or stock — paying with stock would dilute existing shareholders, while cash payments affect liquidity.
• Timing and execution risk: three‑month contract terms and liquidated‑damage caps highlight a near‑term delivery expectation; failure to meet acceptance testing gives TGL termination and refund rights after repeated failures.
• Strategic value: TGL secures ownership of all IP for the platform, which is important if the product is central to future revenue or user growth.
• Legal/jurisdictional note: agreements are governed by Malaysian law, which may affect dispute resolution and enforcement compared with U.S. contracts.

(See Exhibit 10.1 to the 8‑K for the full form of the Software Development Agreement.)