TREASURE GLOBAL INC

DEF 14A 1 ea0309695-def14a_treasure.htm DEFINITIVE 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. )

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Filed by a party other than the Registrant: ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

(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 the appropriate box):

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Telephone: +6012 643 7688

https://ir.treasureglobal.co

October 26, 2026

To Our Stockholders:

We are pleased to invite you to attend a Special Meeting of Stockholders (the “Special Meeting”) of Treasure Global Inc (the “Company”), which will be held virtually on November 5, 2026 at 9:00 a.m. Eastern Time. The details regarding how to attend the meeting online and the matters to be voted on are more fully described in the accompanying Notice of Special Meeting and Proxy Statement.

At the Special Meeting, stockholders will be asked to consider and vote upon: (1) a proposal to approve an amendment to the Company’s Certificate of Incorporation authorizing the Board of Directors (the “Board”), without further stockholder approval, to effect a reverse stock split of the Company’s common stock at a ratio of any whole number within the range between one-for-two (1-for-2) to one-for-fifty (1-for-50), in order to maintain compliance with Nasdaq Listing Rule 5550(a)(2) (the “Split Authorization”); and (2) a proposal to approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal 1 (the “Adjournment Proposal”).

**Your vote is important.**Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy as soon as possible. You may vote over the Internet, by telephone, or by completing and mailing the enclosed proxy card. If you attend the Special Meeting online, you may vote electronically during the meeting even if you previously returned a proxy.

We appreciate your continued support of Treasure Global Inc and look forward to your participation at the Special Meeting.

Sincerely,

Acting Chief Executive Officer

Treasure Global Inc

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 5, 2026

To the Stockholders of Treasure Global Inc:

NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders (the “Special Meeting”) of Treasure Global Inc, a Delaware corporation (the “Company”), will be held virtually on November 5, 2026 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/2026SM. The Special Meeting will be held for the following purposes:

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 interest of the Company and its stockholders and has approved each proposal.The Board of Directors recommends that stockholders vote FOR Proposal 1 and FOR Proposal 2.

WHO CAN VOTE?

Only holders of record of shares of the Company’s common stock at the close of business on September 18, 2026 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting. On the Record Date, there were 12,672,698 shares of common stock outstanding.

A complete list of the stockholders of record will be available at the principal executive offices of the Company, located at 276 5th Avenue, Suite 704 #739, New York, New York 10001, during regular business hours for a period of no less than ten (10) days before the Special Meeting.

Your vote is important. Whether or not you plan to attend the Special Meeting, we urge you to vote and submit your proxy as soon as possible to ensure your shares are represented. Voting instructions are included in the accompanying proxy materials.

By Order of the Board of Directors,

Executive Director and Acting Chief Executive Officer

New York, New York

October 26, 2026

IMPORTANT: Whether or not you plan to attend the Special Meeting virtually, please submit your proxy or voting instructions as soon as possible. You may vote over the Internet athttps://www.AALvote.com/tglSM, by telephone at 1-866-804-9616, or by completing, signing, dating, and returning the enclosed proxy card or voting instruction form in the envelope provided.

TABLE OF CONTENTS

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PROXY STATEMENT

For Special Meeting of Stockholders to Be Held on November 5, 2026

The Board of Directors (the “Board”) of Treasure Global Inc (the “Company,” “we,” “us,” or “our”) is soliciting your proxy for use at the Special Meeting of Stockholders (the “Special Meeting”) to be held on November 5, 2026 at 9:00 a.m. Eastern Time, or any adjournment or postponement thereof. We are first mailing our proxy materials on or about October 26, 2026. The proxy materials are available athttps://web.viewproxy.com/tgl/2026SM.

Our executive offices are located at 276 5th Avenue, Suite 704 #739, New York, NY 10001.

**IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING:**Pursuant to the SEC rules on internet availability of proxy materials, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending an Internet Availability Notice to all stockholders of record as of the Record Date. All stockholders will have the ability to access the proxy materials on the website referred to in the Internet Availability Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Internet Availability Notice. The proxy materials, including the Notice of Special Meeting, this Proxy Statement and the form of proxy, are available at https://web.viewproxy.com/tgl/2026SM.