TREASURE GLOBAL INC

DEF 14A 1 ea0262529-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Telephone: +6012 643 7688

https://ir.treasureglobal.co

November 14, 2025

To Our Stockholders:

The Treasure Global Inc. Special Meeting of Stockholders (the “Special Meeting”) will be held virtually on November 24, 2025, at 9:00 a.m. Eastern Time.

Your vote is important. Regardless of whether you plan to attend the Special Meeting, we hope that you will vote as soon as possible. You may vote over the internet, by telephone or by mailing in a proxy card. Please review the instructions on the proxy card or voting instruction form regarding each of these voting options. Voting will ensure your representation at the Special Meeting regardless of whether you attend the Special Meeting.

Thank you for youron-going support of Treasure Global Inc.

Sincerely,

/s/ Carlson Thow

Carlson Thow

Chief Executive Officer

Telephone: +6012 643 7688

https://ir.treasureglobal.co

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held Virtually at 9:00 a.m. (Eastern Time) on November 24, 2025

Notice is hereby given that the 2025 Special Meeting of Stockholders (the “Special Meeting”) of Treasure Global Inc, Delaware corporation (“Company,” “we,” “us” and “our”), will be held on November 24, 2025, at 9:00 a.m. (Eastern Time) via a live webcast on the Internet. You will be able to virtually attend the Special Meeting online, vote and submit questions during the Special Meeting by visiting https://web.viewproxy.com/tgl/2025 during the meeting. We are holding the Special Meeting for the following purposes, which are more fully described in the accompanying proxy statement:

(1) To approve an amendment to the Company’s Certificate of Incorporation authorizing the Board, without further stockholder approval, to effect a reverse stock split of the Company’s Common Stock, to set the timing of a stock split, or to refrain from taking such action, at a ratio ofone-to-twenty (1-for-20) (the “Reverse Split”), to maintain compliance with Nasdaq Listing Rule 5550(a)(2) (the “Split Authorization”) (Proposal 1);

(2) To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies (the “Adjournment Proposal”) (Proposal 2).

The items of business are more fully described in the proxy statement (“Proxy Statement”) accompanying this Notice of Special Meeting of Stockholders (the “Notice”). We are not aware of any other business to come before the Special Meeting.

After careful consideration, the Board has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal. The Board recommends a vote “FOR” the Split Authorization (Proposal 1), and a vote “FOR” the Adjournment Proposal (Proposal 2).

All stockholders are invited to attend the Special Meeting virtually and no stockholder will be able to attend the Special Meeting in person. The Special Meeting will be accessible via the internet in accordance with the instructions contained in the Proxy Statement. Please see “Questions and Answers About the Meeting and Voting — How Do I Vote At The Special Meeting?” in the Proxy Statement accompanying this Notice for information on how to attend, submit questions and vote at the Special Meeting.

WHO CAN VOTE?

You can vote at the Special Meeting if you were a stockholder of record as of the close of business on November 12, 2025 (the “Record Date”). Only stockholders of record on the Record Date are entitled to receive this Notice and to vote at the Special Meeting or at any postponement(s) or, continuations(s) or adjournment(s) of the Special Meeting.

YOUR VOTE IS IMPORTANT. YOU MAY VOTE OVER THE INTERNET, BY TELEPHONE OR BY MAILING BACK A PROXY CARD. PLEASE REVIEW THE INSTRUCTIONS IN THE PROXY STATEMENT OR ON THE PROXY CARD OR VOTING INSTRUCTION FORM REGARDING EACH OF THESE VOTING OPTIONS.

We hope you are able to attend the Special Meeting virtually via the internet. Whether or not you attend, it is important that your stock be represented and voted at the meeting. I urge you to please complete, date and return the proxy card in the enclosed envelope, vote your shares electronically or vote by telephone using the information provided in the attached Proxy Statement prior to the Special Meeting date. The vote of each stockholder is very important. You may revoke your written proxy at any time before it is voted at the Special Meeting by giving written notice to the Company’s Chief Financial Officer, by submitting a properly executed paper proxy bearing a later date or by attending the Special Meeting virtually and voting online during the meeting. Stockholders may also revoke their proxies by entering a new vote over the internet or by telephone.

By Order of the Board of Directors,

/s/ Carlson Thow

Carlson Thow

Director and Chief Executive Officer

New York, New York