UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
| ☒ | Preliminary Information Statement |
| ☐ | Confidential, for Use of the
Commission Only (as permitted by Rule 14c-5(d)(2)) |
| ☐ | Definitive Information Statement |
Treasure Global Inc
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee paid previously with preliminary
materials. |
| ☐ | Fee computed on table in exhibit
required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
INFORMATION STATEMENT OF
TREASURE GLOBAL INC
276 5th Avenue, Suite 704 #736
New York, New York 10001
Telephone: +6012 643 7688
To Our Stockholders:
On October 23, 2024, the Board of Directors of
Treasure Global Inc, a Delaware corporation (the “Company” or “Registrant”), unanimously authorized and approved
a reverse split of the issued and outstanding shares of the Company’s common stock, par value $0.00001 (the “Shares”
or “Common Stock”), at a ratio of any whole number within the range between one-for-two (1:2) and one-for-fifty (1:50), with
such ratio to be determined in the discretion of the Registrant’s Board of Directors and with such action to be effected at such
time and date as determined by the Board of the Directors (the “Reverse Split”).
The Reverse Split was authorized and approved
by the Written Consent of the Board of Directors and Written Consent of the Stockholders holding the majority of the voting power of the
Company, dated October 23, 2024.
This Information Statement will be sent to you
for information purposes only and you are not required to take any action.
We Are Not Asking You for a Proxy and You are
Requested Not To Send Us a Proxy
| By Order of the Board of Directors: |
|
| |
|
| /s/ Carlson Thow |
|
| Carlson Thow |
|
| Director |
|
| |
|
| New York, New York |
|
| December [*], 2024 |
|
TREASURE GLOBAL INC
276 5th Avenue, Suite 704 #736
New York, New York 10001
Information Statement Pursuant to Section 14C of the Securities
Exchange Act of 1934
This Information Statement is being filed by Treasure
Global Inc (the “Company” or “Registrant”) with the United States Securities and Exchange Commission (the “SEC”)
on December 10, 2024, based upon the Written Consent of the Board of Directors (the “Board Consent”) and the consent of the
holders of a majority of outstanding shares of voting capital stock of the Company (the “Majority Consenting Stockholders”)
of the Company dated October 23, 2024 (the “Stockholder Consent” and, together with the Board Consent, the “Written
Consents”).
The purpose of this Information Statement is to
provide disclosure to our stockholders regarding the corporate action (the “Corporate Action”) ratified and approved by the
Board Consent and the Stockholder Consent, based upon the unanimous approval by our Board of Directors and the Majority Consenting Stockholders
held by the holders of our voting capital stock, to implement a reverse split at a ratio of any whole number within the range between
one-for-two (1:2) and one-for-fifty (1:50), with such ratio to be determined in the discretion of the Registrant’s Board of Directors
and with such action to be effected at such time and date as determined by the Board of the Directors (the “Reverse Split”).
In order to properly implement the Reverse Split,
which may be referred to herein as the “Corporate Action,” after filing of the Definitive Information Statement on Schedule
14C with the SEC, the Company must submit a Company Event Notification Form to The Nasdaq Stock Market LLC (“Nasdaq”) notifying
Nasdaq of the Reverse Split and must comply with Nasdaq Rule 5250(e)(7).
The Written Consents approving the Corporate Action
were adopted pursuant to the provisions of Section 228 of Title 8 of the Delaware General Corporation Law (“DGCL”).
Pursuant to Rule 14c-2(b) promulgated by the SEC
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the actions approved by the Written Consents cannot
become effective until twenty (20) days from the date of mailing of the Definitive Information Statement to our stockholders. This Information
Statement shall constitute notice to our stockholders of the above Corporate Action taken by the Corporation pursuant to the Written Consents.
New Common Stock certificates will not be issued
on or after the date that the Reverse Split is effected (the “Effective Date”) but may be issued subsequently with respect
to any certificates returned to the transfer agent upon a sale, exchange, or for any other purpose following the implementation of the
Reverse Split. No fractional shares will be issued in connection with the Reverse Split. Any fractional share will be rounded up to the
next whole number.
REVERSE SPLIT
On October 23, 2024, the Company’s Board
of Directors unanimously approved the Reverse Split of the issued and outstanding shares of Common Stock, including shares of Common Stock
reserved for issuance, at a ratio of any whole number within the range between one-for-two (1:2) and one-for-fifty (1:50), with such ratio,
time and date to be determined by the Company’s Board of Directors.
The Corporate Action, which provides for the implementing
of the Reverse Split, was based upon and approved by the Written Consents.
Material Terms of the Reverse Split
As of October 23, 2024, the Record Date, the Company
has 9,255,695 issued and outstanding shares of Common Stock, which does not include shares of Common Stock reserved for issuance underlying
certain derivative securities. The Majority Consenting Stockholders own, in the aggregate, approximately 52.27% of the total voting power
of all issued and outstanding voting shares of the Company. As of December [*], 2024 there are 29,612,655 shares of Common Stock outstanding.
In the event that the Board of Directors implements
a reverse split at a ratio of any whole number within the range between one-for-two (1:2) and one-for-fifty (1:50), the maximum authorized
by the Written Consents, of which there can be no assurance, there will be approximately 1,138,948 shares of Common Stock issued and outstanding
if the ratio of one-for-twenty-six (1:26) (the “Estimated Split Ratio”), which is the midpoint between the split ratio range
of one-for-two (1:2) and one-for-fifty (1:50), is used. The Board of Directors believes that the Reverse Split will affect all holders
of shares of Common Stock and holders of derivative securities equally. The Company believes that the Reverse Split will benefit all stockholders,
as without the Reverse Split, the Company in all likelihood will have difficulties maintaining compliance with the listing requirements
of Nasdaq.
However, the reduction in the number of issued
and outstanding shares of Common Stock following implementation of the Reverse Split, if implemented, could adversely affect the trading
market for our Common Stock by reducing the relative level of liquidity of the shares of Common Stock. Further, there can be no assurance
that the Reverse Split will result in a proportionate increase or, for that matter, any increase, in the price of the shares of Common
Stock on Nasdaq.
Any new shares issued following the Effective
Date of the Reverse Split will be fully-paid and non-assessable shares. On the Effective Date of the Reverse Split, the number of stockholders
will remain unchanged because those stockholders who would otherwise only be entitled to receive a fractional share will receive a number
of shares rounded up to the next whole number.
The Reverse Split will not change the number of
authorized shares of Common Stock, which will continue to be 150,000,000 shares of Common Stock, or the par value of our Common Stock,
which will continue to be $0.00001 per share. While the aggregate par value of our outstanding Common Stock will be reduced as a result
of the Reverse Split, our additional paid-in capital will be increased by a corresponding amount. Therefore, the Reverse Split will not
affect our total stockholders’ equity. All share and per share information will be retroactively adjusted to reflect the Reverse
Split for all periods presented in our future financial reports and regulatory filings.
On December [*], 2024, the trading date immediately
preceding the filing of the Definitive Information Statement on Schedule 14C, the closing price of our shares on Nasdaq was $[*] and the
total market value was approximately $[*] based on the [*] shares of Common Stock issued and outstanding.
Rationale for the Reverse Split
The Board of Directors believes that a Reverse
Split should, at least initially, and based upon reverse split of the issued and outstanding shares of Common Stock at an assumed ratio
of one-for-twenty-six (1:26), which is the midpoint between the split ratio range of one-for-two (1:2) and one-for-fifty (1:50), and $[*]
stock price as of December [*], 2024, increase the price of our shares of Common Stock to approximately $[*] per share, in the event that
our Board of Directors elected to implement the maximum reverse based on the Estimated Split Ratio, of which the final determination of
the split ratio will be determined by the Board of Directors. Our stockholders should understand that as of the date of the Definitive
Information Statement, our Board has not determined the exact ratio of the Reverse Split nor the date that the Reverse Split will be implemented.
While the Reverse Split will not increase the
total market value of our Common Stock, the Board of Directors believes that the increase in the price of our shares of Common Stock,
which increase may not necessarily be sustained, should make our shares of Common Stock more attractive to potential investors, encourage
investor interest and trading in, and possibly the marketability of, our Common Stock, and allow us to maintain compliance with Nasdaq’s
$1.00 minimum bid price requirement.
Our primary objective in effectuating the Reverse
Split would be to attempt to raise the per-share trading price of our Common Stock to continue our listing on The Nasdaq Capital Market.
To maintain listing, Nasdaq requires, among other things, that our Common Stock maintain a minimum closing bid price of $1.00 per share.
On December [*], 2024, the closing price for our Common Stock on The Nasdaq Capital Market was $[*] per share.
We expect that the Reverse Split would increase
the bid price per share of our Common Stock and reduce the risk of our stock trading below $1.00 in the future, thereby satisfying or
maintaining this listing requirement. However, there can be no assurance that the Reverse Split would have that effect, initially or in
the future, or that it would enable us to maintain the listing of our Common Stock on The Nasdaq Capital Market. We are not aware of any
present efforts by anyone to accumulate our Common Stock, and the proposed Reverse Stock Split is not intended to be an anti-takeover
device.
In addition, because brokers’ commissions
on lower-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, the current
per share price of our Common Stock can result in individual stockholders paying transaction costs (commissions, markups, or markdowns)
that constitute a higher percentage of their total share value than would be the case if the share price of our Common Stock was higher.
This difference in transaction costs may also limit the willingness of institutional investors to purchase shares of our Common Stock.
Trading in our shares of Common Stock also may
be adversely affected by a variety of policies and practices of brokerage firms that discourage individual brokers within those firms
from dealing in low-priced stocks. These policies and practices pertain to the payment of brokers’ commissions and to time-consuming
procedures that make the handling of low-priced stocks unattractive to brokers from an economic standpoint. Similarly, many brokerage
firms are reluctant to recommend low-priced stocks to their customers and the analysts at many brokerage firms do not provide coverage
for such stocks. The Board also believes that the decrease in the number of shares of Common Stock outstanding as a consequence of the
Reverse Split, and the anticipated increase in the price of the Common Stock, could generate interest in the Common Stock and possibly
promote greater liquidity for the Company’s stockholders. However, the Company’s aggregate market capitalization could be
reduced to the extent that any increase in the market price of the Common Stock resulting from the Reverse Split is proportionately less
than the decrease in the number of shares of Common Stock outstanding.
The Board further believes that the total number
of shares of our Common Stock currently outstanding is disproportionately large relative to our present market capitalization and that
the Reverse Split would bring the number of outstanding shares to a level more in line with other companies with comparable market capitalizations.
Moreover, the Board considered that the number of outstanding shares of Common Stock is unreasonably large in relation to the Company’s
operations. Upon implementation of the Reverse Split and decrease of the number of shares of Common Stock that are issued and outstanding,
our investors may more easily understand the impact on earnings or loss per share attributable to future developments in our business.
We ultimately cannot predict whether, and to what
extent, the Reverse Split would achieve the desired results. The price per share of our Common Stock is a function of various factors,
including the profitability of our business operations.
Accordingly, there can be no assurance that the
market price of our Common Stock after the Reverse Split would increase in an amount proportionate to the decrease in the number of issued
and outstanding shares, or would increase at all, that any increase can be sustained for a prolonged period of time or that the Reverse
Split would enhance the liquidity of, or investor interest in, our Common Stock.
Notwithstanding the foregoing, our Board of Directors
believes that the potential positive effects of the Reverse Split outweigh the potential disadvantages. In making this determination,
our Board of Directors has taken into account various negative factors, including: (i) the negative perception of Reverse Splits held
by some stock market participants; (ii) the adverse effect on liquidity that might be caused by a reduced number of shares outstanding;
and (iii) the costs associated with implementing the Reverse Split. The effect of the Reverse Split upon the market price of our Common
Stock cannot be predicted with any certainty, and the history of similar stock splits for companies in similar circumstances to ours is
varied. It is also possible that the Reverse Split may not increase the per share price of our Common stock in proportion to the reduction
in the number of shares of our Common Stock outstanding or result in a permanent increase in the per share price, which depends on many
factors.
After considering the foregoing factors, our Board
determined that amending our Certificate of Incorporation to implement the Reverse Split is in our best interests and that of our stockholders.
Effects of the Reverse Split
After the filing of the Definitive Information
Statement on Schedule 14C and the final determination by the Board of Directors of the ratio of the Reverse Split, which is expected to
be any whole number in the range of one-for-two (1:2) to one-for-fifty (1:50), the Company will file a Certificate of Amendment to our
Certificate of Incorporation with the State of Delaware substantially in the form of Exhibit A to this Information Statement and submit
a Corporate Event Notification Form to Nasdaq and take the appropriate actions in order to comply with Nasdaq Rule 5250(e)(7).
Except for the number of shares of Common Stock
issued and outstanding, the rights and preferences of shares of our Common Stock prior and subsequent to the Reverse Split would remain
the same. We do not anticipate that our financial condition, the percentage of our stock owned by management, the number of our stockholders,
or any aspect of our current business would materially change as a result of the Reverse Split.
Our Common Stock is currently registered under
Section 12(b) of the Exchange Act and, as a result, we are subject to periodic reporting and other requirements. The proposed Reverse
Split would not affect the registration of our Common Stock under the Exchange Act.
After the Effective Date of the Reverse Split,
each stockholder would own a reduced number of shares of our Common Stock, based upon the ratio of the reverse, which will be subject
to the determination of our Board of Directors. However, a Reverse Split would affect all stockholders equally and will not affect any
stockholder’s percentage ownership of the Company, except for the immaterial result that the Reverse Split shall involve in the
rounding up of any fractional shares up to the next whole in such a manner that every stockholder shall own at least one (1) share subsequent
to the Reverse Split, as described herein. Proportionate voting rights and other rights and preferences of the holders of our Common Stock
would not be affected by the Reverse Split. There will be no payment of cash in lieu of any fractional shares. Furthermore, the number
of stockholders of record would not be affected by the Reverse Split.
Authorized but Unissued Shares; Potential Dilution
and Anti-Takeover Effects.
Upon the Effective Date of the Reverse Split,
the Company is expected to have approximately 355,988 shares issued and outstanding, assuming a one-for-twenty-six (1:26) Reverse Split,
which is the midpoint between the split ratio range of one-for-two (1:2) and one-for-fifty (1:50) and will continue to have 150,000,000
shares of Common Stock authorized. The ultimate determination of the Board of Directors on the ratio of the Reverse Split shall be based
upon, among other factors, the prevailing market price of the Company’s shares of Common Stock during the period prior to the Reverse
Split determination. After the Reverse Split is implemented, there will be available, in any event, a significant number of authorized
but unissued shares of Common Stock available for issuance from time to time for business purposes as reasonably determined by the Board
of Directors, including for use in capital-raising transactions and acquisitions, among other purposes, consistent with our business objectives.
The significant increase in the proportion of
unissued authorized shares to issued shares after the Reverse Split could, under certain circumstances, have an anti-takeover effect (for
example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of our
Board of Directors or contemplating a tender offer or other transaction for the combination of our Company with another company), we are
not proposing the Reverse Split in response to any effort of which we are aware to accumulate any of our shares of our Common Stock or
to otherwise seek to obtain control of the Company. Our Board of Directors does not currently contemplate recommending the adoption of
any other proposals that could be construed to affect the ability of anyone to take over or change the control of the Company.
We believe that the availability of the additional
shares will provide us with the flexibility to pursue potential transactions as they arise, to take advantage of desirable business opportunities
and to respond effectively in a changing corporate environment. For example, we may elect to issue shares of Common Stock to raise equity
capital, to make acquisitions using shares of Common Stock, to establish strategic relationships with other companies, to adopt additional
employee benefit plans or reserve additional shares for issuance under such plans, where the Board determines it advisable to do so, without
the necessity of soliciting further stockholder approval, subject to applicable stockholder vote requirements.
If we issue additional shares for any of the above
purposes, the aggregate ownership interest of our current stockholders, and the interest of each such existing stockholder, would be diluted,
possibly substantially. Furthermore, the additional shares of Common Stock that would become available for issuance upon the Effective
Date of the Reverse Split could also be used by the Company’s management to oppose any potential hostile takeover attempt or delay
or prevent changes in control or changes in or removal of the Company.
For example, without further stockholder approval,
our Board of Directors could authorize the issuance and sale of shares of Common Stock in one or more private transactions to purchasers
who would oppose a takeover or favor the current Board. Although the Reverse Split was based upon business and financial considerations
that we consider reasonable and necessary as of the Record Date, as discussed above, stockholders nevertheless should be aware that approval
of one or more of the proposals could facilitate future efforts by management to deter or prevent a change in control of the Corporation.
Fairness of the Process
The Board of Directors did not obtain a report,
opinion or appraisal from an appraiser or financial advisor with respect to the Reverse Split and no representative or advisor was retained
on behalf of the unaffiliated stockholders to review or negotiate the transaction. The Board of Directors concluded that the additional
expense of these independent appraisal procedures was unreasonable in relation to the Company’s available cash resources and concluded
that the Board of Directors could adequately establish the fairness of the Reverse Split without the engagement of third parties.
Outstanding Shares
| Status | |
Number of
Shares of
Common
Stock
Authorized | | |
Number of
Shares of
Common
Stock Issued
and
Outstanding | | |
Number of Shares of
Common Stock
Reserved for Future
Issuance | | |
Number of
Shares of
Common
Stock
Authorized
but
Unissued
and
Unreserved | | |
Hypothetical
Initial
Market
Value of
Shares of
Common
Stock
Authorized
but
Unissued
and
Unreserved* | |
| Pre-Reverse Stock Split | |
| 150,000,000 | | |
| 29,612,655 | | |
| 2,000,000 | | |
| 118,387,345 | | |
$ | [* | ] |
| Post-Reverse Stock Split (assuming a split ratio of 1:26) | |
| 150,000,000 | | |
| 1,138,948 | * | |
| 76,923 | | |
| 148,784,129 | | |
$ | [* | ] |
| * | Based on a hypothetical post-split
stock price calculated by multiplying the closing stock price on December [*], 2024 of $[*] by 29,612,655 (the number of shares outstanding
on the effective date of the Reverse Stock Split) and dividing that product by the assumed split ratio of one-for-twenty-six (1:26),
which is the midpoint between the split ratio range of one-for-two (1:2) and one-for-fifty (1:50). |
Material U.S. Federal
Income Tax Consequences
The following is a summary
of material U.S. federal income tax consequences of a Reverse Stock Split to stockholders. This summary is based on the provisions of
the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial
decisions, all as in effect on the date of this filing, and all of which are subject to change or differing interpretations, possibly
with retroactive effect. Any such change or differing interpretation could affect the tax consequences described below.
We have not sought and
will not seek an opinion of counsel or ruling from the Internal Revenue Service (the “IRS”) with respect to the statements
made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such
statements and conclusions.
This summary is limited
to stockholders that are U.S. holders, as defined below, and that hold our common stock as a capital asset (generally, property held for
investment).
This summary is for general
information only and does not address all U.S. federal income tax considerations that may be applicable to a holder’s particular
circumstances or to holders that may be subject to special tax rules, such as, for example, brokers and dealers in securities, currencies
or commodities, banks and financial institutions, regulated investment companies, real estate investment trusts, expatriates, tax-exempt
entities, governmental organizations, traders in securities that elect to use a mark-to-market method of accounting for their securities,
certain former citizens or long-term residents of the U.S., insurance companies, persons holding shares of our common stock as part of
a hedging, integrated or conversion transaction or a straddle or persons deemed to sell shares of our common stock under the constructive
sale provisions of the Code, persons that hold more than 5% of our common stock, persons that hold our common stock in an individual retirement
account, 401(k) plan or similar tax-favored account or partnerships or other pass-through entities for U.S. federal income tax purposes
and investors in such entities.
This summary does not
address any U.S. federal tax consequences other than U.S. federal income tax consequences (such as estate or gift tax consequences), the
Medicare tax on net investment income, the alternative minimum tax or any U.S. state, local or foreign tax consequences. This summary
also does not address any U.S. federal income tax considerations relating to any other transaction other than the Reverse Stock Split.
For purposes of this
summary, a “U.S. holder” means a beneficial owner of our common stock that is, for U.S. federal income tax purposes:
| ● | an individual who is a citizen
or resident of the U.S.; |
| ● | a corporation created or organized
in or under the laws of the U.S., any state thereof or the District of Columbia; |
| ● | an estate the income of which
is subject to U.S. federal income taxation regardless of its source; or |
| ● | a trust if (1) it is subject
to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions
of the trust or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
If an entity (or arrangement)
classified as a partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a partner in the
partnership will generally depend upon the status of the partner and the activities of the partnership. If a holder of our common stock
is a partner of a partnership holding shares of our common stock, such holder should consult his or her own tax advisor.
This summary of certain
U.S. federal income tax consequences is for general information only and is not tax advice. Stockholders are urged to consult their own
tax advisor with respect to the application of U.S. federal income tax laws to their particular situation as well as any tax considerations
arising under other U.S. federal tax laws (such as the estate or gift tax laws) or under the laws of any state, local, foreign or other
taxing jurisdiction or under any applicable tax treaty.
The Reverse Stock Split
is intended to be treated as a recapitalization for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a
recapitalization, except as described below with respect to cash received in lieu of a fractional share, a U.S. holder will not recognize
any gain or loss for U.S. federal income tax purposes upon the Reverse Stock Split. In the aggregate, a U.S. holder’s tax basis
in the common stock received pursuant to the Reverse Stock Split (excluding the portion of the tax basis that is allocable to any fractional
share) will equal the U.S. holder’s tax basis in its common stock surrendered in the Reverse Stock Split in exchange therefor, and
the holding period of the U.S. holder’s common stock received pursuant to the Reverse Stock Split will include the holding period
of the common stock surrendered in the Reverse Stock Split in exchange therefor.
In general, a U.S. holder
who receives a cash payment in lieu of a fractional share will recognize capital gain or loss equal to the difference between the amount
of cash received in lieu of the fractional share and the portion of the U.S. holder’s tax basis of the common stock surrendered
in the Reverse Stock Split that is allocable to the fractional share. Such gain or loss generally will be long-term capital gain or loss
if the U.S. holder’s holding period in its common stock surrendered in the Reverse Stock Split is more than one year as of the date
of the Reverse Stock Split. The deductibility of net capital losses by individuals and corporations is subject to limitations. Depending
on a stockholder’s individual facts and circumstances, it is possible that cash received in lieu of a fractional share could be
treated as a distribution under Section 301 of the Code, so stockholders should consult their own tax advisors as to that possibility
and the resulting tax consequences to them in that event.
U.S. holders that have
acquired different blocks of our common stock at different times or at different prices are urged to consult their own tax advisors regarding
the allocation of their aggregated adjusted basis among, and the holding period of, our common stock.
Information returns generally
will be required to be filed with the IRS with respect to the payment of cash in lieu of a fractional share made pursuant to the Reverse
Stock Split unless such U.S. holder is an exempt recipient and timely and properly establishes with the applicable withholding agent the
exemption. In addition, payments of cash in lieu of a fractional share made pursuant to the Reverse Stock Split may, under certain circumstances,
be subject to backup withholding, unless a U.S. holder timely provides to the applicable withholding agent proof of an applicable exemption
or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules.
Any amounts withheld under the backup withholding rules are not additional tax and may be refunded or credited against the U.S. holder’s
U.S. federal income tax liability, provided that the U.S. holder timely furnishes the required information to the IRS. U.S. holders should
consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such
an exemption.
Accounting Consequences
The par value per share
of our common stock will remain unchanged at $0.00001 per share following a Reverse Stock Split. As a result, as of the Effective Date,
the stated capital on the Company’s balance sheets attributable to common stock will be reduced proportionally based on the Reverse
Stock Split ratio, and the additional paid-in capital will be credited with the amount by which the capital is reduced. The net income
or loss per share of common stock will be increased as a result of the fewer shares of common stock outstanding. The Reverse Stock Split
will be reflected retroactively in our consolidated financial statements.
We present earnings per share (“EPS”)
in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 128, “Earnings per Share,” and we
will comply with the requirements of SFAS No. 128 with respect to reverse stock splits. In pertinent part, SFAS No. 128 says as follows:
“If the number of common shares outstanding decreases as a result of a reverse stock split, the computations of basic and diluted
EPS shall be adjusted retroactively for all periods presented to reflect that change in capital structure. If changes in Common Stock
resulting from reverse stock splits occur after the close of the period but before issuance of the financial statements, the per-share
computations for those and any prior period financial statements presented shall be based on the new number of shares. If any per-share
computations reflect such changes in the number of shares, that fact shall be disclosed.”
Street Name Holders of Common Stock
The Company intends for the Reverse Split to treat
stockholders holding Common Stock in street name through a nominee (such as a bank or broker) in the same manner as stockholders whose
shares are registered in their names. Nominees will be instructed to affect the Reverse Split for their beneficial holders. However, nominees
may have different procedures. Accordingly, stockholders holding Common Stock in street name should contact their nominees.
Stock Certificates
Mandatory surrender of certificates is not required
by our stockholders. The Company’s transfer agent will adjust the record books of the company to reflect the Reverse Split as of
the Effective Date of the Reverse Split. New certificates will not be mailed to stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information,
as of the Record Date, that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more
than 5% of the outstanding Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group.
Information relating to beneficial ownership of Common Stock by our principal stockholders is based upon information furnished by each
person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial
owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security,
or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial
owner of any security of which that person has a right to acquire beneficial ownership within sixty (60) days. Under the rules of the
SEC, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial
owner of securities as to which he/she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting
and investment power. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power
with respect to the shares. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the
table have sole voting and investment power with respect to all shares of our common stock held by them.
| Name and Address of Beneficial Owner(1) |
|
Title |
|
Common
Stock |
|
|
Percent of
Common
Stock(2) |
|
| Officers and Directors |
|
|
|
|
|
|
|
|
| Carlson Thow |
|
Chief Executive Officer and Executive Director |
|
|
- |
|
|
|
|
|
| Sook Lee Chin |
|
Chief Financial Officer |
|
|
13,116 |
|
|
|
* |
% |
| Kok Pin “Darren” Tan |
|
Director |
|
|
- |
|
|
|
|
|
| Wei Ping Leong |
|
Director |
|
|
- |
|
|
|
|
|
| Wai Kuan Chan |
|
Director |
|
|
- |
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| Officers and Directors as a Group (total of 5 persons) |
|
|
|
|
13,116 |
|
|
|
* |
% |
| |
|
|
|
|
|
|
|
|
|
|
| 5%+ Stockholders |
|
|
|
|
|
|
|
|
|
|
| V Invesco Fund (L) Limited |
|
|
|
|
3,571,5520 |
|
|
|
12.06 |
% |
| Ivy Ling Lin |
|
|
|
|
2,500,000 |
|
|
|
8.44% |
|
| Richard Low Kean Huat |
|
|
|
|
2,480,000 |
|
|
|
8.37% |
|
| Ho Yu Jing |
|
|
|
|
2,400,000 |
|
|
|
8.10% |
|
| Koh Chyi Teng |
|
|
|
|
2,310,200 |
|
|
|
7.80% |
% |
| Lim She Ngoh |
|
|
|
|
2,250,099 |
|
|
|
7.6 |
% |
| |
|
|
|
|
|
|
|
|
|
|
| 5%+ Stockholders as a Group (total of 5 persons) |
|
|
|
|
15,511,851 |
|
|
|
52.4 |
% |
| (1) | Unless otherwise indicated,
the principal address of the named directors and directors and 5% stockholders of the Company is care of Treasure Global Inc., 276 5th
Avenue, Suite 704 #739, New York, New York 10001. |
| (2) | Based on 29,612,655 shares
outstanding as of December [*], 2024 |
ADDITIONAL INFORMATION
The Company is subject to the filing requirements
of the Exchange Act, and in accordance therewith files reports, proxy/information statements and other information including annual and
quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”) with the SEC. Reports and other information filed by
the Company can be inspected and copied at the public reference facilities maintained at the Commission at 100 F Street, NE Washington,
D.C, 20549. Copies of such material can be obtained upon written request addressed to the Commission, Public Reference Section, 100 F
Street, NE Washington, D.C 20549, at prescribed rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the Commission through
the Electronic Data Gathering, Analysis and Retrieval System.
We will provide without charge, to each person
to whom a proxy/information statement is delivered, upon written or oral request of such person and by first class mail or other equally
prompt means within one business day of receipt of such request, a copy of any and all of the information that has been incorporated by
reference in this proxy statement (not including exhibits to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the proxy statement incorporates). Such requests should be directed to
the address and phone number indicated below. This includes information contained in documents filed subsequent to the date on which definitive
copies of the proxy statement are sent or given to security holders, up to the date of responding to the request.
| By Order of the Board of Directors: |
|
| |
|
| /s/ Carlson Thow |
|
| Name: |
Calrson Thow |
|
| Title: |
Chief Executive Officer and Director |
|
| |
|
| New York, New York |
|
| December [*], 2024 |
|
Exhibit
A
Reverse Stock Split Certificate of Amendment
AMENDMENT
TO CERTIFICATE OF INCORPORATION
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
TREASURE GLOBAL INC
(Pursuant to Section 242 of the General Corporation
Law of the State of Delaware)
Treasure Global Inc, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:
FIRST: That at a meeting of
the Board of Directors of Treasure Global Inc resolutions were duly adopted setting forth a proposed amendments of the Certificate of
Incorporation of said corporation (the “Certificate of Incorporation”), declaring said amendments to be advisable. The resolution
setting forth the proposed amendment is as follows:
“RESOLVED, that the Certificate
of Incorporation of this corporation be amended by adding the following to Article IV:
Reverse Stock Split1. Effective
as of 12:01 a.m. Eastern Time on ________ (the “Effective Time”), each ____2 shares of the Corporation’s
Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of
the Corporation or the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing
the par value of each share of Common Stock (the “Reverse Stock Split”). No fractional shares of Common Stock shall
be issued as a result of the Reverse Stock Split and shall be rounded up to a whole share. The Reverse Stock Split shall occur whether
or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent. Each certificate
or book entry position that immediately prior to the Effective Time represented shares of Common Stock shall thereafter represent the
number of shares of Common Stock into which the shares of Common Stock represented by such certificate or book entry position has been
combined, subject to the elimination of fractional interests set forth above.”
SECOND: That thereafter, the
holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action
approved of the proposed amendment by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was
duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said corporation
has caused this certificate to be signed on [*], 2024.
| By: |
|
|
| Name: |
Carlson Thow |
|
| Title: |
Chief Executive Officer |
|
| 1 |
The Board of Directors has the discretion to file the Certificate of Amendment with the Secretary of State of the state of Delaware without this provision. |
| 2 |
The Board of Directors will have the discretion to effect the Reverse Stock Split at a ratio of any whole number between 1-for-2 and 1-for-50. |
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