TREASURE GLOBAL INC
For the period ended Jun 30, 2025. Filed Oct 14, 2025.
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FY2025 · Filed Oct 14, 2025
TGL$0.18-1.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
| (1) | The financial statements are filed as part of this Annual Report under “Item 8. Financial Statements and Supplementary Data.” |
| (2) | The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Item 8. Financial Statements and Supplementary Data.” |
| (3) | The exhibits listed in the following Exhibit Index are filed, furnished or incorporated by reference as part of this Annual Report. |
| (b) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description |
| 3.1 | Certificate of Incorporation of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 3.2 | Bylaws of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 3.3 | Amendment to Certificate of Incorporation of the Registrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 4.1 | Form of Underwriter Warrant (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 4.2 | Pre-Funded Warrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on December 1, 2023) |
| 10.1 | Form of Common Stock Securities Purchase Agreement (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.2 | Form of Convertible Promissory Note issued pursuant to a Securities Purchase Agreement (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.3 | Registration Rights Agreement dated February 28, 2023 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on March 1, 2023). |
| 10.4 | Investment Agreement dated November 1, 2020 between the Registrant and Space Capital Berhad (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.5 | 13.33% Convertible Redeemable Note issued by the Registrant on November 13, 2020 to Space Capital Behard in the principal amount of $2,123,600 (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.6 | Collaboration Agreement dated March 21, 2022 between GEM Reward SDN BHD and TNG Digital SDN BHD (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.7 | Business Partner Agreement dated February 8, 2022 between Public Bank and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.8 | Agreement dated August 6, 2021 between iPay88 (M) Sdn. Bhd. and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.9 | Partnership Agreement dated as of December 16, 2021 between Gem Reward Sdn Bhd and Digi Telecommunications Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.10 | Collection Services Agreement dated as of August 11, 2021 between ATX Distribution Sdn Bhd and Gem Reward Sdn Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.11 | Service Provider Agreement effective January 1, 2022 between Coup Marketing Asia Pacific Sdn. Bhd. d/b/a Pay’s Gift and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.12 | Reseller Agreement dated April 12, 2021 between MOL Accessportal Sdn. Bhd. d/b/a Razer Gold and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.13 | Merchant Services Agreement dated August 17, 2021 between Morganfield’s and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.14 | Merchant Services Agreement dated August 17, 2021 between The Alley and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.15 | Merchant Services Agreement dated August 17, 2021 between Hui Lau Shan and Gem Reward Sdn. Bhd (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022). |
| 10.16 | Employment Agreement dated June13, 2024 between Carlson Thow and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on June 14, 2024) |
| 10.17 | Employment Agreement dated June 20, 2024 between Chai Ching “Henry” Loong and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on June 25, 2024) |
| 10.18 | Executive Employment Agreement dated June 14, 2024 between Sook Lee Chin and the Registrant (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on June 17, 2024) |
| 10.19 | Agreement dated as of October 5, 2023, by and between the Company and YA II PN, Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on October 12, 2023) |
| 10.20 | Common Stock Securities Purchase Agreement dated February 28, 2023, between the Registrant and YA II PN Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on October 12, 2023) |
| 10.21 | Form of Convertible Promissory Note issued pursuant to the Securities Purchase Agreement (Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-271872), originally filed on May 12, 2023). |
| 10.22 | License and Service Agreement dated as of October 12, 2023, by and between the Company and AI Lab Martech Sdn. Bhd.(Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 18, 2023). |
| 10.23 | Letter Offer dated as of August 2, 2023, issued by CIMB Bank Berhad to the Registrant (Incorporated by reference to the Exhibit 10.23 of Company’s Annual Report on Form 10-K (File No. 001-41476), filed on September 28, 2023). |
| 10.24 | Underwriting Agreement dated as of November 28, 2023, by and between Treasure Global Inc and EF Hutton LLC (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on December 1, 2023) |
| 10.25 | Letter Agreement dated November 28, 2023 from Yorkville Advisors Global, L.P. to Treasure Global Inc (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on December 4, 2023) |
| 10.26 | Software Development Agreement dated as of December 19, 2023, by and between the Company and VT Smart Venture Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on December 21, 2023). |
| 10.27 | Software Purchase Agreement dated as of March 12, 2024, by and between the Company and Myviko Holding Sdn. Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on March 15, 2024). |
| 10.28 | Software Purchase Agreement dated as of April 8, 2024, by and between the Company and MYUP Solution Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on April 8, 2024). |
| 10.29 | Share Sale and Purchase Agreement dated as of May 24, 2024, by and between the Company, Jeffrey Goh Sim Ik and Koo Siew Leng (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on May 28, 2024). |
| 10.30 | Software Purchase Agreement dated as of May 27, 2024, by and between the Company and Falcon Gateway Sdn Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on May 30, 2024). |
| 10.31 | Partnership Agreement between Treasure Global Inc and Credilab Sdn. Bhd. dated September 20, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on September 20, 2024). |
| 10.32 | Form of Purchase Warrant Agreement (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 11, 2024). |
| 10.33 | Purchase Agreement by and between the Company and Alumni Capital LP dated October 10, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 11, 2024). |
| 10.34 | Service Partnership Agreement by and between the Company and Octagram Investment Limited dated October 10, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 11, 2024). |
| 10.35 | Supplemental Letter Dated October 28, 2024 to The Partnership Agreement Dated September 20, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 30, 2024). |
| 10.36 | Service Agreement Dated October 29, 2024 Between Treasure Global Inc and V Gallant SDN BHD (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on November 1, 2024). |
| 10.37 | Subscription Agreement by and among the Company and the Investors dated November 27, 2024 (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on November 27, 2024). |
| 10.38 | Share Purchase Agreement Dated February 11, 2025 between VWXYZ Venture Sdn. Bhd. and with Amystic Commerce Sdn. Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on February 18, 2025). |
| 10.39 | Supplemental Letter agreement between Treasure Global Inc and V Gallant SDN BHD dated March 24, 2025 Bhd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on March 28, 2025). |
| 10.40 | Sale and Purchase Agreement Dated July 30, 2025 Between Treasure Global Inc and I Synergy Group Ltd (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on August 14, 2025). |
| 10.41 | Subscription Agreement Dated October 7, 2025 by and among Treasure Global Inc, Chuah Su Chen and Chan Meng Chun (Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), originally filed on October 7, 2025). |
| 21.1 | List of Subsidiaries of the Company (Incorporated by reference to the Company’s Registration Statement on Form S-1 (No. 333-264364), filed on August 1, 2022.). |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith). |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101 | Interactive Data Files |
| 101.INS | (Filed herewith) |
| 101.SCH | XBRL Instance Document (Filed herewith) |
| 101.CAL | XBRL Calculation Linkbase Document (Filed herewith) |
| 101.DEF | XBRL Definition Linkbase Document (Filed herewith) |
| 101.LAB | XBRL Label Linkbase Document (Filed herewith) |
| 101.PRE | XBRL Presentation Linkbase Document (Filed herewith) |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Exhibits 32.1 and 32.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise specifically stated in such filing. |
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