TGL 8-K/A
Treasure Global Inc (TGL)
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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Explanatory Note
1
Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2024, the Company filed a Current Report on Form 8-K (the “Original 8-K”) disclosing that it had entered into a certain partnership agreement (the “Agreement”) with Credilab Sdn. Bhd. (“CLSB”). A copy of the Agreement was attached as an exhibit to the Original 8-K. Subsequent to filing the Original 8-K, the Company and CLSB have entered into a supplemental letter on October 28, 2024 (the “Supplement Letter”) to amend the profit-sharing ratio from 1/3 to 1/2. The Company is filing this Amendment No.1 to include the Supplement Letter to in Item 1.01 hereof.
The above summary of the Supplement Letter is qualified in its entirety by reference to the full text of the Supplement Letter, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Supplemental Letter Dated October 28, 2024 to The Partnership Agreement Dated September 20, 2024 | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
2
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: October 30, 2024 | TREASURE GLOBAL INC. | |
| By: | /s/ Carlson Thow | |
| Name: | Carlson Thow | |
| Title: | Chief Executive Officer | |
3
Exhibit 10.1
SUPPLEMENTAL LETTER DATED 28 OCTOBER 2024
TO THE PARTNERSHIP AGREEMENT DATED 20 SEPTEMBER 2024 (“AGREEMENT”)
BETWEEN:
TREASURE GLOBAL INC. (Registration No.: 7908921), a Nasdaq listed company incorporated in the State of Delaware, United States of America and having its registered office at 276 5th Avenue Suite, 704 #739 New York, NY 10001, United States (“TGL”) of the first part;
AND
CREDILAB SDN. BHD. (Registration No.: 202001025173(1381493-W)), a company incorporated in Malaysia and having its business address at B02-D-17, Menara 3, No. 3, Jalan Bangsar, KL Eco City, 59200 Kuala Lumpur, W.P. Kuala Lumpur (“CLSB”) of the second part.
Unless otherwise defined, all the terms used herein shall bear the same meaning as such terms defined in the Agreement.
| 1. | Incidental to further discussion between the Parties, the Parties hereby agree to amend, vary and/or modify the Agreement by making the following amendments to Clause 4.2 of the Agreement: |
| “4.2 | CLSB agrees that it shall share the profits derived from the Portfolio Clients with TGL, as follows: |
| 4.2.1 | half of the Revenue; and |
| 4.2.2 | the Processing Fee, |
as compensation for the introduction and facilitation of the Portfolio Clients to CLSB (“Compensation”).”
| 2. | Save for the above, all the terms and conditions of the Agreement shall remain and continue to be in full force and effect. |
| 3. | This letter shall be governed by the laws of Malaysia. |
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TGL
| For and on behalf of | ) | |
| TREASURE GLOBAL INC | ) | |
| Registration No: 7908921 | ) | |
| ) |
/s/ Carlson Thow | |
Name: Carlson Thow Designation: Director |
CLSB
| For and on behalf of | ) | |
| CREDILAB SDN BHD | ) | |
| Registration No: 202001025173 (1381493-W) | ) | |
| in the presence of | ) |
/s/ Chai Ching Loong |
Name: Chai Ching Loong Designation: Director |