Exhibit 5.1

November 27, 2024

Treasure Global Inc

276 5th Avenue, Suite 704 #739

New York, New York

Re: TREASURE GLOBAL INC

Ladies and Gentlemen,

We have acted as counsel to Treasure Global Inc, a Delaware corporation (the “Company”), in connection with the issuance of this opinion that relates to the a prospectus supplement dated November 27, 2024 and the accompanying base prospectus dated March 29, 2024 (together, the “Prospectus”) filed by the Company with the Securities and Exchange Commission pursuant to Rule 424(b)5) under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus is related to the Company’s Registration Statement on Form S-3 (No. 333-278171). The Prospectus covers the sale, by the Company to certain investors of 3,566,668 shares (the “Shares”) of common stock, par value $0.00001 per share, of the Company (“Common Stock”) at a negotiated purchase price of $0.33 per share of Common Stock, pursuant to a subscription agreement (the “Subscription Agreement”) among the Company and certain Investors, dated as of November 27, 2024.

This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement.

In connection with the issuance of this opinion letter, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and of public officials.

In our examination, we have assumed (i) the genuineness of all signatures, including endorsements, (ii) the legal capacity and competency of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies and (v) the accuracy, completeness and authenticity of certificates of public officials.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the Delaware General Corporation Law (“DGCL”) and, when the Shares are delivered and paid for in accordance with the terms of the Purchase Agreement and when evidence of the issuance thereof is duly recorded in the Company’s books and records, the Shares will be validly issued, fully paid and non-assessable.  

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Shares, the Purchase Agreement or any other agreements or transactions that may be related thereto or contemplated thereby. We are expressing no opinion as to any obligations that parties other than the Company may have under or in respect of the Shares or as to the effect that their performance of such obligations may have upon any of the matters referred to above. No opinion may be implied or inferred beyond the opinion expressly stated above.

The opinion we render herein is limited to those matters governed by the DGCL as of the date hereof and we disclaim any obligation to revise or supplement the opinion rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision or otherwise. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof.

This opinion letter is rendered as of the date first written above, and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention or that may alter, affect or modify the opinion expressed herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations under the Securities Act. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares being registered while the Registration Statement is effective under the Securities Act.

1185 AVENUE OF THE AMERICAS | 31ST FLOOR | NEW YORK, NY | 10036

T (212) 930-9700 | F (212) 930-9725 | WWW.SRFC.LAW

Exhibit 10.1

Subscription Agreement

Dated 27 November 2024

(1) TREASURE GLOBAL INC

(Registration No. 790821)

(“Company” or “TGL”)

AND

(2) V INVESCO FUND (L) LIMITED

(Registration No: LL17636)

(“VIFL”)

AND

(3) CHAI JIA MIN

(NRIC No: 960730-13-5184)

(“CJM”)

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT is made on 27 November 2024.

BETWEEN

AND

AND

(VIFL and CJM shall hereinafter be referred to each as an “Investor” and collectively, as “Investors”. TGL and the Investors shall hereinafter be referred to each as “Party” and collectively as “Parties”.)

RECITALS

OPERATIVE PROVISIONS

In this Agreement unless there is something in the subject or context inconsistent with such construction or unless it is otherwise expressly provided:-

The Investors hereby agrees to subscribe USD1,177,000.00 (United States Dollar One Million One Hundred and Seventy-Seven Thousand) worth of Sale Shares, to be allocated in the following portion:

The Company agrees to allot and issue the Sale Shares to the Investors in accordance with the terms and conditions as set out in this Agreement.

Unless otherwise provided, Investment Amount shall become due and payable upon the effectiveness of a Registration Statement filed by the Company with the SEC. The Company shall notify the Investors once the Registration Statement becomes effective, and the Investors shall make the payment within Seven (7) days from the date of this Agreement.

Upon the payment being made, the date shall be considered the “Unconditional Date”. Any indulgence granted by the Company in respect of the amounts payable herein should not constitute a waiver of or prejudice the Company’s rights thereto.

All amounts payable by the Investor under this engagement shall be paid in full, and in the currency mutually agreed upon, and free of and without any deduction or withholding for any current or future taxes, levies, duties, charges or other deductions or withholdings levied in any jurisdiction from or through which payment is made.

All amounts payable by the Investors to the Company shall be deposited into the designated bank account.

If the foregoing provisions of Clause 5.1 are not fully complied with by the Investor by or on the Completion Date, the Company shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Investor served on such date:

Each Investor warrants and represents to the Company:

Save as otherwise contemplated in this Agreement, the Company hereby undertakes to the Investors that:-

A notice or other communication required or permitted, under this Agreement, to be served on a person must be in writing and may be served:-

A notice or other communication is deemed served:

This Agreement is governed by and is to be construed in accordance with the laws of Malaysia. Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of Malaysia and waives any right to object to proceedings being brought in those courts.

Time is of the essence as regards all dates, periods of time and times specified in this Agreement.

The Parties covenant with each other that they will respectively sign execute and do and procure all other persons or companies, if necessary, to execute and do all such further deeds, assurance, acts and things as may be necessary to give valid effect to the terms and conditions of this Agreement.

This Agreement binds the heirs, personal representatives, successors- in-title, assigns or nominees, as the case may be, of the Parties and may be signed in counterparts. If signed by the Parties in respective counterparts, this Agreement is deemed to have been duly executed by relevant Parties and will come into full force and effect.

This Agreement constitute the entire agreement and understanding between the Parties with respect to the subject matter and supersedes all previous term sheets, proposals, representations, warranties, agreements relating thereto whether oral, written or otherwise and no Party shall modify this Agreement unless with the written consent of all Parties.

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11

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to incorporation by reference in this Registration Statement on Form S-3 (No. 333-278171) of Treasure Global Inc and its subsidiaries (collectively the “Company”) of our report dated September 30, 2024 included in this Company’s annual report on Form 10-K, relating to the audit of the consolidated balance sheets of the Company as of June 30, 2024 and 2023, and the related consolidated statement of operations and comprehensive loss, changes in stockholders’ deficiency, and cash flows in each of the year for the two years period ended June 30, 2024 and the related notes included herein.

We also consent to the reference of WWC, P.C. as an independent registered public accounting firm, as experts in matters of accounting and auditing.