UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On August 20, 2026, Treasure Global Inc (the “Company”) entered into a Sale and Purchase Agreement (the “New Year SPA”) with New Year Holdings Limited, a Hong Kong company (Hong Kong BRN: 38423410) (the “New Year Purchaser”), and Chua Tze Ping, as escrow agent (the “Escrow Agent”). Under the New Year SPA, the Company agreed to sell, assign, and transfer to the New Year Purchaser all of the Company’s right, title, and interest in and to 1,300,000 ordinary shares of V Gallant Limited, a company incorporated under the laws of the British Virgin Islands (the “V Gallant Escrow Shares”), which are held by the Escrow Agent pursuant to an escrow agreement dated March 27, 2026. The sale is on a without recourse basis.
Under the New Year SPA, the purchase price is USD 5,200,000, payable in 36 monthly milestone payments commencing September 1, 2026. Months 1 through 35 require monthly payments of USD 144,444 each, and month 36 requires a payment of USD 144,460.
The V Gallant Escrow Shares will continue to be held by the Escrow Agent as security until the purchase price is paid in full and the Company issues a Final Payment Confirmation. The New Year Purchaser’s payment obligations are absolute, irrevocable, and unconditional.
Completion under the New Year SPA is conditioned upon the Escrow Agent confirming that the assignment is permitted under the escrow agreement (or consenting to the assignment), agreeing to hold the V Gallant Escrow Shares as security and release them in accordance with the New Year SPA, and execution of a deed of assignment and consent.
The New Year SPA contains customary representations, warranties, covenants, and indemnification provisions. The New Year SPA is governed by the laws of Malaysia.
If the New Year Purchaser defaults and the Company terminates the New Year SPA, all milestone payments received by the Company will be forfeited to and retained by the Company as liquidated damages and the Sale Interest will revert to the Company. If the Company defaults, it must refund all milestone payments received within 30 days.
The foregoing description of the New Year SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the New Year SPA, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
On August 20, 2026, the Company also entered into a Sale and Purchase Agreement (the “HDGTL SPA”) with Hung Dat Group Trade Limited, a company incorporated under the laws of the British Virgin Islands (Company Registration No. 2307409) (the “HDGTL Purchaser”), and Chua Tze Ping, as Escrow Agent. Under the HDGTL SPA, the Company agreed to sell, assign, and transfer to the HDGTL Purchaser all of the Company’s right, title, and interest in and to 700,000 ordinary shares of Reveillon Group Limited (Registration No. 2141981), a company incorporated under the laws of the British Virgin Islands (the “Reveillon Escrow Shares”), held by the Escrow Agent pursuant to an escrow agreement dated March 27, 2026. The sale is on a without recourse basis.
Under the HDGTL SPA, the purchase price is USD 1,400,000, payable in 36 monthly milestone payments commencing September 1, 2026. Months 1 through 35 require monthly payments of USD 38,888 each, and month 36 requires a payment of USD 38,920.
The Reveillon Escrow Shares will continue to be held by the Escrow Agent as security until the purchase price is paid in full and the Company issues a Final Payment Confirmation. The HDGTL Purchaser’s payment obligations are absolute, irrevocable, and unconditional.
The conditions precedent, default and termination provisions, representations, warranties, covenants, indemnification provisions, and governing law provisions of the HDGTL SPA are substantially similar to those of the New Year SPA described above.
The foregoing description of the HDGTL SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the HDGTL SPA, a form of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
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Item 3.02 Unregistered Sales of Equity Securities.
Not applicable.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | Form of Sale and Purchase Agreement, dated August 20, 2026, by and among Treasure Global Inc, New Year Holdings Limited and Chua Tze Ping | |
| 10.2* | Form of Sale and Purchase Agreement, dated August 20, 2026, by and among Treasure Global Inc, Hung Dat Group Trade Limited and Chua Tze Ping | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
| * | Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
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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: August 20, 2026 | TREASURE GLOBAL INC | |
| By: | /s/ Chong Chan “Sam” Teo | |
| Name: | Chong Chan “Sam” Teo | |
| Title: | Acting Chief Executive Officer | |
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