TREASURE GLOBAL INC

PROPOSAL 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 OF ANY WHOLE NUMBER WITHIN THE RANGE BETWEEN ONE-FOR-TWO (1-FOR-2) TO ONE-FOR-FIFTY (1-FOR-50) (THE “REVERSE STOCK SPLIT”) TO MAINTAIN COMPLIANCE WITH NASDAQ LISTING RULE 5550(a)(2) (THE “SPLIT AUTHORIZATION”)

Overview

The Board has approved an amendment to the Company’s Certificate of Incorporation to authorize the Board, without further stockholder approval, to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio between the range of one-for-two (1-for-2) and one-for-fifty (1-for-50), or to determine not to effect any split. The Board approved this amendment on October 15, 2026. If the Split Authorization is approved by the stockholders, the Board will have the authority to effect the reverse stock split at any time within twelve (12) months following the date of the Special Meeting.

The Company’s common stock has a par value of $0.00001 per share. The Board is seeking stockholder approval of the Split Authorization to maintain compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market.

Rationale for the Reverse Stock Split

The Board believes that a reverse stock split at a ratio between the range of 1-for-2 to 1-for-50 should result in an increase in the per share price of the Company’s common stock to approximately $11.075 per share (assuming a split ratio of 1-for-50), which the Board believes would be above the $1.00 minimum bid price requirement of Nasdaq Listing Rule 5550(a)(2). The Company’s common stock closed at $0.2215 per share on October 23, 2026, which is below the required minimum bid price of $1.00 per share.

The Board also believes that the current low per-share price of the Company’s common stock may negatively impact the marketability and liquidity of the Company’s common stock. Many brokerage firms have policies discouraging their brokers from recommending low-priced stocks to clients, and many institutional investors have policies prohibiting them from purchasing low-priced stocks. A higher per-share price resulting from the reverse stock split may encourage interest in our stock and promote greater liquidity for stockholders.

The Board believes that the decrease in the number of shares of common stock outstanding resulting from the reverse stock split could potentially generate increased interest in the Company’s common stock by the investment community.

Principal Effects of the Reverse Stock Split

Upon the filing and effectiveness of the Certificate of Amendment (attached hereto as Exhibit A), each number of shares of the Company’s issued and outstanding common stock determined by the Board within the authorized range will be automatically combined into one (1) share of common stock, without any action on the part of the stockholders. The rights and preferences of the common stock will remain the same after the reverse stock split. Our common stock will continue to be listed on the Nasdaq Capital Market under the symbol “TGL” pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended.

Each stockholder’s proportionate ownership of outstanding shares of common stock will remain approximately the same as a result of the reverse stock split, except for minor adjustments due to fractional share treatment. Fractional shares resulting from the reverse stock split will be rounded up to the nearest whole share.

Authorized but Unissued Shares

Following the reverse stock split, we will have approximately 253,454 shares of common stock outstanding (assuming a split ratio of 1-for-50 based on the shares outstanding of 12,672,698 as of October 26, 2026). However, the total authorized shares of common stock will remain at 600,000,000 shares. As a result, the number of authorized but unissued shares of common stock will increase substantially relative to the number of outstanding shares.

The availability of a large number of authorized but unissued shares of common stock may have the effect of enabling the Board to render more difficult, or to discourage, an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or otherwise, which may have an anti-takeover effect. However, the Board has no current intention to use the additional available authorized shares for any anti-takeover purpose.

The Board may use additional authorized shares for a variety of corporate purposes in the future, including future public or private offerings of common stock to raise additional capital, issuances of stock in connection with acquisitions, strategic transactions, employee benefit plans, or other purposes.

Fairness of Process

The Board has not retained any outside appraiser or other financial advisor to assist in determining the fairness of the proposed reverse stock split to stockholders. The Board believes that the reverse stock split is in the best interests of the Company and its stockholders based on its own analysis of the Company’s financial condition and prospects, the Nasdaq listing requirements, and general market conditions.

Outstanding Shares — Effect of Reverse Stock Split

Accounting Consequences

The reverse stock split will not affect the par value of the Company’s common stock, which will remain at $0.00001 per share. As a result, as of the effective date of the reverse stock split, the stated capital on the Company’s balance sheet attributable to the common stock will be reduced proportionately, based on the exchange ratio of 1-for-50, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share net loss and net book value of the Company’s common stock will be adjusted retroactively to reflect the reverse stock split for all periods presented in the Company’s future financial statements. The Company’s earnings per share will be adjusted retroactively in accordance with ASC 260, “Earnings Per Share,” for all periods presented.

Potential Risks of the Reverse Stock Split

Implementation and Timing

The Board has the authority to file the Certificate of Amendment with the Delaware Secretary of State at any time within twelve (12) months following stockholder approval of the Split Authorization. The Board may elect not to implement the reverse stock split if it determines that it is not in the best interests of the Company and its stockholders.

Procedure for Effecting the Reverse Stock Split

The reverse stock split will become effective upon the filing of the Certificate of Amendment with the Delaware Secretary of State (the “Effective Date”). The form of the Certificate of Amendment to be filed is attached hereto as Exhibit A.

Certain U.S. Federal Income Tax Consequences

The following is a summary of certain U.S. federal income tax consequences of the reverse stock split to holders of our common stock. This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case as in effect as of the date of this Proxy Statement.

For purposes of this summary, a “U.S. holder” is a beneficial owner of our common stock that is, for U.S. federal income tax purposes:

The reverse stock split is intended to constitute a “recapitalization” for U.S. federal income tax purposes. Assuming the reverse stock split qualifies as a recapitalization, a U.S. holder generally should not recognize gain or loss on the reverse stock split, except potentially with respect to cash received in lieu of fractional shares. A U.S. holder who receives cash in lieu of a fractional share of our common stock pursuant to the reverse stock split generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received and the U.S. holder’s tax basis allocable to the fractional share.

Backup withholding at the applicable rate may apply to cash payments made pursuant to the reverse stock split unless the holder provides a correct taxpayer identification number and otherwise complies with the backup withholding requirements.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS THAT MAY BE IMPORTANT TO YOU. TAX MATTERS ARE VERY COMPLICATED, AND THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO YOU WILL DEPEND ON YOUR SPECIFIC TAX SITUATION. WE STRONGLY URGE ALL STOCKHOLDERS TO CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IN THEIR PARTICULAR CIRCUMSTANCES.

Vote Required

Approval of the Split Authorization requires the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Special Meeting. Abstentions and broker non-votes, if any, are not votes cast and will have no effect on the outcome of this proposal.

The Board of Directors unanimously recommends that stockholders vote “FOR” Proposal 1.