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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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 16, 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) |
+6012 643 7688
(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.
Item 8.01. Other Events.
As previously disclosed, on October 10, 2024,
Treasure Global Inc (the “Company” or “we”) entered into a Share Purchase Agreement (the “Purchase Agreement”)
with Alumni Capital LP (“Alumni Capital”), a Delaware limited partnership. Pursuant to the Purchase Agreement,
the Company has the right, but not the obligation to cause Alumni Capital to purchase up to $6,000,000 the Company’s common
stock, par value $0.00001 (the “Commitment Amount”), at the Purchase Price (defined below) during the period beginning on
the execution date of the Purchase Agreement and ending on the earlier of (i) the date on which Alumni Capital has purchased
$6,000,000 of the Company’s common stock pursuant to the Purchase Agreement or (ii) December 31, 2025.
In consideration for Alumni Capital’s
execution and performance under the Purchase Agreement, the Company issued to Alumni Capital a purchase warrant dated October
10, 2024 for a term of three (3) years (the “Purchase Warrant”), to purchase up to a number of common stock equal to ten percent
(10%) of the Commitment Amount divided by the exercise price of the Purchase Warrant. The exercise price per share of the Purchase Warrant
will be calculated by dividing the $5,000,000 valuation by the total number of outstanding shares of common stock as of the Exercise Date.
On October 16, 2024, we filed a prospectus supplement,
dated as of October 16, 2024 (the “Prospectus Supplement”) under the registration statement on Form S-3 (File No. 333-278171),
in respect of the financing with Alumni Capital. The Prospectus Supplement included certain updated disclosures regarding the Company,
in particular, in the sections captioned “Prospectus Supplement Summary—Recent Developments”. Neither the Purchase Warrant
nor the common stocks underlying the Purchase Warrant are covered by the Prospectus Supplement. In addition, the Company is filing, as
exhibits hereto, an opinion of Sichenzia Ross Ference Carmel LLP and the consent of WWC, P.C., as Exhibit 5.1 and Exhibit 23.1, respectively.
Capitalized terms that are not defined herein may have meanings assigned to them in the Purchase Agreement and the Purchase Warrant.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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 17, 2024 |
TREASURE GLOBAL INC. |
|
|
|
|
By: |
/s/ Carlson Thow |
|
Name: |
Carlson Thow |
|
Title: |
Chief Executive Officer |
2
Exhibit 5.1
October
16, 2024
Treasure Global Inc
276 5th Avenue, Suite 704 #739
New York, New York
Ladies and Gentlemen,
We have acted as counsel to
Treasure Global Inc, a Delaware corporation (the “Company”), in connection with the issuance of this opinion that relates
to a Registration Statement on Form S-3 (No. 333-278171), including the base prospectus contained therein, and a prospectus supplement
dated October 16, 2024 (together, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement covers the resale, by the
selling stockholder listed therein, from time to time pursuant to Rule 415 under the Securities Act as set forth in the Registration Statement,
of up to $1,000,000 shares (the “Shares”) of common stock, par value $0.00001 per share, of the Company (“Common Stock”)
that have been or may be issued to Alumni Capital LP (the “Selling Stockholder”) pursuant to the Purchase Agreement dated
as of October 10, 2024 (the “Purchase Agreement”), by and between the Company and the Selling Stockholder.
This opinion letter is being
delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act, and no opinion is expressed
herein as to any matter pertaining to the contents of the Registration Statement.
In connection with the issuance
of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of
the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the
Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below. As to
any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and of public officials.
In our examination, we have
assumed (i) the genuineness of all signatures, including endorsements, (ii) the legal capacity and competency of all natural persons,
(iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted
to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies and (v) the accuracy,
completeness and authenticity of certificates of public officials.
Based upon the foregoing and
subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite
corporate action on the part of the Company under the Delaware General Corporation Law (“DGCL”) and, when the Shares are delivered
and paid for in accordance with the terms of the Purchase Agreement and when evidence of the issuance thereof is duly recorded in the
Company’s books and records, the Shares will be validly issued, fully paid and non-assessable.
1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Our opinion is expressly limited
to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the
Company, the Shares, the Purchase Agreement or any other agreements or transactions that may be related thereto or contemplated thereby.
We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Shares or as
to the effect that their performance of such obligations may have upon any of the matters referred to above. No opinion may be implied
or inferred beyond the opinion expressly stated above.
The opinion we render herein
is limited to those matters governed by the DGCL as of the date hereof and we disclaim any obligation to revise or supplement the opinion
rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision or otherwise. We express
no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof.
This opinion letter is rendered
as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments that
hereafter may be brought to our attention or that may alter, affect or modify the opinion expressed herein.
We hereby consent to the filing
of this opinion as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal
Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act. It is understood
that this opinion is to be used only in connection with the offer and sale of the Shares being registered while the Registration Statement
is effective under the Securities Act.
Very truly yours,
|
/s/ Sichenzia Ross Ference Carmel LLP |
|
|
|
Sichenzia Ross Ference Carmel LLP |
1185 AVENUE OF THE AMERICAS
| 31ST FLOOR | NEW YORK, NY | 10036
T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW
Exhibit 23.1
Consent of Independent Registered
Public Accounting Firm
We hereby consent to the incorporation
by reference to this Registration Statement No.333-278171 on Prospectus Supplement of Treasure Global Inc and its subsidiaries (collectively
the “Company”) of our report dated September 30, 2024 included in this Company’s annual report on Form 10-K, relating
to the audit of the consolidated balance sheets of the Company as of June 30, 2024 and 2023, and the related consolidated statement of
operations and comprehensive loss, changes in stockholders’ deficiency, and cash flows in each of the year for the two years period
ended June 30, 2024 and the related notes included herein.
We also consent to the reference of
WWC, P.C. as an independent registered public accounting firm, as experts in matters of accounting and auditing.
|
/s/ WWC, P.C. |
San Mateo, California |
WWC, P.C. |
October 16, 2024 |
Certified Public
Accountants |
|
PCAOB ID: 1171 |
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