Form 8-K TREASURE GLOBAL INC For: Sep 11
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 September 11, 2026, Treasure Global Inc, a Delaware corporation (the “Company” or “TGL”), entered into a Software Development Agreement (“Agreement”) with Mestiz Technology Sdn Bhd, a company incorporated under the laws of Malaysia (“Mestiz Tech”). Pursuant to the Software Development Agreement, the Company engaged Mestiz Tech to build a centralized Power BI business intelligence platform for the Company and its subsidiaries. The scope of Mestiz Tech’s services covers the design, development, integration and implementation of centralised Microsoft Power BI Business Intelligence solution across three (3) business environments: (i) lifestyle membership and retail business; (ii) loyalty and digital ecosystem business; and (iii) digital wallet and fintech business. The objective of the work to be performed by Mestiz Tech under the Agreement is to transform operational and transactional data into meaningful business intelligence, allowing management to monitor business performance, customer behaviour, financial performance and operational risks through centralized dashboards and reporting.
The Company engaged Mestiz Tech on a non-exclusive basis, such engagement commencing on the date of the Agreement and continuing until one (1) year thereafter. Mestiz Tech agreed to perform the work described in Appendix A of the Agreement. Either party may at any time request a change to the scope of services of the Agreement by submitting a written change request to the other party. As consideration for Mestiz Tech’s services under the Agreement, the Company agreed to pay Mestiz Tech $2,000,000 (“Service Fee”) in accordance with the milestone payment schedule set forth in Appendix C of the Agreement. The Service Fee may, at the Company’s sole and absolute discretion, be satisfied in cash, common stock of the Company (“TGL Shares”), or any combination thereof in accordance with the terms set forth in Appendix C. Mestiz Tech will be an independent contractor of the Company. Within 14 days from the effective date of the Agreement, Mestiz Tech will prepare and deliver a detailed implementation plan to the Company, which implementation plan (“Implementation Plan”) will set forth the activities, milestone dates, resource allocation, dependencies, and critical path for the performance of Mestiz Tech’s services under the Agreement. The Implementation Plan is subject to the Company’s written approval.
Either party may terminate an Agreement immediately upon written notice in the event of a material breach that is incapable of being remedied or that remain unremedied after thirty (30) days prior written notice. Termination may also occur upon insolvency, winding-up, or cessation of business of either party, or by mutual agreement. The parties may also agree to terminate the Agreement, and the Agreement may be terminated if continued performance would cause either party to be in breach of any Applicable Laws (as defined in the Agreement) or regulatory requirements.
The parties agreed to customary representations and warranties and indemnities for agreements of this type.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Any TGL Shares issued pursuant to this Agreement would be issued on a restricted stock basis for a period of six (6) months from the date issuance, subject to compliance with Rule 144 of the Securities Act of 1933, as amended. The Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation S promulgated thereunder.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Form of Software Development Agreement between the Company and Mestiz Technology Sdn Bhd | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: September 14, 2026 | TREASURE GLOBAL INC. | |
| By: | /s/ Pusparajan a/l Vadiveloo | |
| Name: | Pusparajan a/l Vadiveloo | |
| Title: | Chief Financial Officer | |
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ATTACHMENTS / EXHIBITS
FORM OF SOFTWARE DEVELOPMENT AGREEMENT BETWEEN THE COMPANY AND MESTIZ TECHNOLOGY SDN BHD