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 December 19, 2023, Treasure Global Inc (the “Company”) and VT Smart Venture Sdn Bhd (the “Developer”), a company that is in the business of, among other things, technology services, entered into a Software Development Agreement (the “Agreement”), in which the Developer shall provide application, services and turnkey solutions on software development in various aspects, including customization, software design layout, creative media platform development, artificial embedded and artificial intelligence related media platform and design in exchange for USD$1,000,000 worth of common stock, par value $0.00001 per share, of the Company, or 10,000,000 shares valued at USD $0.10 per share (the “TGL Shares”). The Agreement is for a period of one month (the “Term”). At the expiration of the Term, the Company does not have an option to renew the term of the Agreement for any additional months. The Agreement may be terminated if the Company or the Developer materially breaches any of its obligations or undertakings as set forth in the Agreement or if either the Company or the Developer is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed over any part of its assets.
Pursuant to the Agreement, the TGL Shares will be issued within 5 business days from the effective date of the Agreement and will be restricted securities and not be listed on any exchange.
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.
Item 3.02. Unregistered Sales of Equity Securities.
The issuance of the TGL Shares is exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 10.1 | Software Development Agreement dated as of December 19, 2023, by and between the Company and VT Smart Venture Sdn Bhd | |
| 104 | Cover Page Interactive Data File (embedded with 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: December 21, 2023 | TREASURE GLOBAL INC | |
| By: | /s/ Chong Chan “Sam” Teo | |
| Name: | Chong Chan “Sam” Teo | |
| Title: | Chief Executive Officer | |
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