Treasure Global Inc: agrees to acquire Platinum Recognition for RM2,400,000

What happened

• Treasure Global Inc filed an 8-K reporting that on Oct 16, 2026 it entered into a Shares Sale Agreement with Tadaa Capital Sdn. Bhd. (the Purchaser) and four vendors (Chin Soo Mau, Heng Boon Ping, Seow Kok Leong and Ting Liang Liang). The Purchaser will acquire all 400,000 issued and paid-up ordinary shares of Platinum Recognition Sdn. Bhd. (PRSB) for Ringgit Malaysia Two Million Four Hundred Thousand Only (RM2,400,000).

Key details

• Purchase consideration: RM2,400,000; Deposit RM240,000 (3% RM72,000 paid before the Agreement Date; 7% RM168,000 payable on execution); Balance RM2,160,000 payable via an escrow realisation payment scheme.
• Escrow mechanics: Purchaser must cause Escrow Agent to be allotted and issued common stock of TGL (Escrow Shares) within 5 Business Days from the Unconditional Date; Escrow Shares are subject to a 6-month trading restriction and the Escrow Realisation Period runs 8 months from the Unconditional Date.
• Conditions precedent and timing: Escrow Agreement and written confirmation from the Vendors that no Material Adverse Change in PRSB occurred must be satisfied or waived by the Long-Stop Date of Sep 30, 2026; completion occurs when the Purchaser is registered as proprietor of the Sale Shares and certain directors cease to serve.
• Vendor protections: Vendors give customary representations, warranties, covenants and indemnities, including a tax indemnity and specific indemnities for pre-Completion matters; events of default and termination remedies are specified in the Shares Sale Agreement.

Why it may matter

• The filing reports Item 1.01 (entry into a material definitive agreement) describing the Shares Sale Agreement and Item 3.02 (unregistered sales of equity securities) in connection with issuance of TGL common stock to the Escrow Agent under the escrow realisation scheme. A filing does not show why the insider traded or why the company acted.