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.
Treasure Global Inc (the “Company”) entered into an agreement (the “Agreement”) with YA II PN, Ltd, a Cayman Islands exempt limited partnership (“YA”), on October 10, 2023, effective as of October 5, 2023, in which:
| ● | On October 6, 2023, the Company made a payment to the Investor that consisted of the (i) initial Trigger Payment in the amount of $1,000,000 and (ii) an additional payment in the amount of $500,000 (of which $467,289.72 was applied towards principal and $32,710.28 towards the Redemption Premium of 7%). |
| ● | YA agreed that, except as set forth below, beginning on October 5, 2023 and ending on November 18, 2023, it shall not sell any shares of common stock of the Company at a price per share less than $1.00. The limitation agreed by YA shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default or (ii) upon the prior written consent of the Issuer. |
| ● | YA agreed that any subsequent monthly payments that may become due pursuant to Section 2(a) of the Convertible Debentures based on the Trigger Event shall be deferred until November 28, 2023, and continuing on the same day of each successive calendar month thereafter until the Convertible Debentures are paid in full, unless such payment obligation has ceased in accordance with Section 2(a) of the Convertible Debentures. |
Section 2(a) of the Convertible Debentures provide that the obligation to make payments as a result of the Trigger Event ceases when the daily VWAP is greater than the Floor Price for a period of 5 of 7 consecutive trading days in the event of a Floor Price Trigger (as defined below) unless a new Trigger Event occurs.
“Floor Price Trigger” shall mean the daily VWAP is less than the $0.25 during a period of any 5 of 7 consecutive trading days.
The foregoing description of the Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein. Capitalized terms used and not otherwise defined herein shall have the meanings given to them in either the Securities Purchase Agreement dated as of September 28, 2023, between the Company and YA, a copy of which is filed hereto as Exhibit 10.2 and incorporated by reference herein, or the two unsecured convertible debentures issued by the Company to YA (the “Convertible Debentures”), a copy of the form is filed hereto as Exhibit 10.3 and incorporated by reference herein.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Agreement dated as of October 5, 2023, by and between the Company and YA II PN, Ltd | |
| 10.2* | Common Stock Securities Purchase Agreement dated February 28, 2023, between the Registrant and YA II PN Ltd | |
| 10.3* | Form of Convertible Promissory Note issued pursuant to the Securities Purchase Agreement | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
| * | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-271872), originally filed on May 12, 2023. |
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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: October 12, 2023 | TREASURE GLOBAL INC. | |
| By: | /s/ Chong Chan “Sam” Teo | |
| Name: | Chong Chan “Sam” Teo | |
| Title: | Chief Executive Officer | |
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