8-K
Treasure Global Inc (TGL)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 26, 2025
TREASURE GLOBAL INC
(Exact name of registrant as specified in its charter)
| Delaware | 001-41476 | 36-4965082 |
|---|---|---|
| (State or other jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification Number) |
| 276 5th Avenue, Suite 704 #739 New York, New York | 10001 | |
| --- | --- | |
| (Address of registrant’s principal executive office) | (Zip code) |
+6012 643 7688
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Common Stock, par value $0.00001 per share | TGL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously reported, the Company entered into a certain service agreement, as supplemented by the first and second supplemental letter agreements dated March 24, 2025, and March 28, 2025, respectively (the “Agreement”) with V Gallant SDN BHD (“V Gallant”), a private company incorporated in Malaysia. Pursuant to the Agreement, the Company engaged V Gallant for its generative AI solutions and AI digital human technology services (the “Services”) in accordance with the terms and conditions therein. The Company agreed to pay V Gallant a total consideration of $16,000,000 (the “Fees”) to V Gallant and/or its nominees for the Services and all associated hardware and software under the Agreement.
On December 26, 2025, the Company entered into a third supplemental letter agreement (the “Third Supplemental Letter”) with V Gallant to amend Clause 4.1 of the underlying Agreement, pursuant to which the total consideration payable thereunder was reduced from $16,000,000 to $10,800,000.
As of the date of the Third Supplemental Letter, the Company had already paid an aggregate amount of $16,000,000 to V Gallant in accordance with the Agreement, thereby fully satisfying the amended total consideration under the Agreement. Following the execution of the Third Supplemental Letter, the Company does not have any further payment obligations to V Gallant in respect of the Services under the Agreement, and excess amount of $5,200,000 (the “Excess”) will be settled through the issuance of V Gallant Limited’s shares (“V Gallant Shares”), giving the Company an equity interest in its generative AI and AI digital human technology partner. The Company and V Gallant further agreed that the Excess shall be converted to V Gallant Shares based on a price of $4.00 per share, in accordance with the terms set forth in the Third Supplemental Letter.
The above summary of the Third Supplemental Agreement is qualified in its entirety by reference to the full text of the Third Supplemental Agreement, 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 agreement between Treasure Global Inc and V Gallant SDN BHD dated December 26, 2025 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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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: January 2, 2026 | TREASURE GLOBAL INC. | |
|---|---|---|
| By: | /s/ Carlson Thow | |
| Name: | Carlson Thow | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
DATED THIS 26DECEMBER 2025
BETWEEN
TREASURE GLOBALINC (Registration No.: 790821) (“TGL”)
AND
V GALLANT SDN BHD (Registration No.: 202401039073 (1584920-W)) (“V Gallant”)
SUPPLEMENTAL TO SERVICE AGREEMENT
THIS AGREEMENT is made and entered into on 26 December 2025
BETWEEN
TREASURE GLOBAL INC (Registration No. 790821), a company incorporated in State of Delaware and having an address for service at 276, 5^th^ Avenue Suite, 704 #739 New York, NY 10001, United States (“TGL”).
AND
V GALLANT SDN BHD (Company Registration No. 202401039073 (1584920-W)) a company duly incorporated under the laws of Malaysia and having its business address at BO3-C-08, Menara 3A, 3 Jalan Bangsar, KL Eco City, 59200 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur, Malaysia (“V Gallant”).
TGL and V Gallant shall hereinafter individually be referred to as “the Party” and collectively referred to as “the Parties”.
RECITALS:
| (A) | The Parties entered into the Service Agreement dated 29^th^ October 2024, Supplemental Letter<br>dated 24^th^ March 2025 and Second Supplemental Letter dated 28^th^ March 2025 (“collectively referred to as “Agreements”)<br>in respect of the developing an AI enabled live streaming platform and AI digital human solutions. The platform shall be engineered to<br>enable high quality live streaming capabilities enhanced by AI digital human solution, providing interactive experience that align with<br>industry technical standards and user experience requirement. |
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| (B) | By the Service Agreement, the TGL has agreed to pay a total consideration of United States Dollar Sixteen<br>Million (US$16,000,000) to V Gallant and/or its nominees by way of cash and/or allotment of TGL common stock, upon the terms and subject<br>to the conditions contained in the Service Agreement. |
|---|---|
| (C) | In view of the Recital B above, TGL has fully paid and satisfied the total consideration sum to the V<br>Gallant. |
| --- | --- |
| (D) | The Parties have agreed to amend the Agreements by entering into this Supplemental Agreement. |
| --- | --- |
NOW IT IS HEREBY AGREED as follows:
| 1. | DEFINITIONS & INTERPRETATIONS |
|---|---|
| 1.1 | Definitions |
| --- | --- |
In this Supplemental Agreement, unless the context requires otherwise, terms defined in the Agreement and not otherwise defined herein, shall have the same meaning in this Supplemental Agreement. The following words and expressions shall have the following meanings:
| Entire Agreement | means the Original Agreement as amended by this Supplemental Agreement |
|---|---|
| Agreements | means the Service Agreement dated 29^th^ October <br><br>2024, Supplement Letter dated 24^th^ March 2025 and<br><br> Second Supplemental Letter dated 28^th^ March 2025 |
| Supplemental Agreement | means this Agreement |
| 1.2 | Interpretations |
| --- | --- |
| 1.2.1 | Subject only to the variation herein contained and such modification<br>to the Agreements as may be necessary to the construction thereof as a result variation thereto effected by the Supplemental Agreement,<br>the provisions of the Agreement shall remain in full force and effect. |
| --- | --- |
| 1.2.2 | In constructing the Agreements, such reference as may be necessary<br>may be made to such agreement. |
| --- | --- |
| 1.2.3 | In the event of a conflict between the provisions of this Supplement<br>Agreement and the Agreement, the provisions of this Supplemental Agreement shall prevail. |
| --- | --- |
| 2. | AGREEMENT FOR THE VARIATION OF THE AGREEMENTS |
| --- | --- |
| 2.1 | The Parties hereby agrees that the Clause 4.1 under the Service Agreement shall be revised as follows: |
| --- | --- |
| 2.1.1 | TGL agrees to pay V Gallant a total consideration of United<br>States Dollar Ten Million Eight Hundred Thousand (US$10,800,000.00). |
| --- | --- |
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| 3. | EXCESS PAYMENT AND SETTELMENT |
|---|---|
| 3.1 | As the date of this Agreement, TGL has fully paid and satisfied<br>the total consideration to V Gallant, the Parties agree that the excess amount of United States Dollar Five Million Two Hundred Thousand<br>(US$5,200,000.00) (“Excess”) shall be converted to V Gallant Limited’s shares (“V Gallant Shares”) based<br>on a price per share of United States Dollar Four (US$4.00). |
| --- | --- |
| 3.2 | V Gallant has agreed to issue, allot or procure the 1,300,000<br>V Gallant Shares to TGL within fourteen (14) Business Days from the date of this Agreement (“Final Settlement”). |
| --- | --- |
| 4. | GOVERNING LAW |
| --- | --- |
| 4.1 | This Agreement shall be governed by, construed and enforced<br>in accordance with the laws of Malaysia and subject to the exclusive jurisdiction of the courts of Malaysia. |
| --- | --- |
| 5. | NOTICES |
| --- | --- |
| 5.1 | Unless expressly stated herein, any notice or communication<br>to be given under this Agreement shall in writing and be in the English Language and may be given or sent: |
| --- | --- |
| (a) | by hand; |
| --- | --- |
| (b) | by international courier; |
| --- | --- |
| (c) | by e-mail, |
| --- | --- |
| to the Parties at the address as stated in Preamble. | |
| --- | |
| 5.2 | All notice and communications by one Party to the other shall<br>be deemed to have been received by the other Party and be effective as follows: |
| --- | --- |
| (a) | if by hand, upon written acknowledgement of receipt by a duly authorized officer, employee, agent, or<br>representative of the receiving Party; |
| --- | --- |
| (b) | if by international courier, five (5) days after notice is posted; and |
| --- | --- |
| (c) | if by e-mail, upon sending provided that there is no return email notifying failure of delivery. |
| --- | --- |
| 6. | SHARE VALUATION REPORT |
| --- | --- |
| 6.1 | V Gallant hereby agrees to provide a share valuation report<br>to the TGL in June and December yearly at no cost. |
| --- | --- |
| 6.2 | Notwithstanding the foregoing, where TGL requests any additional<br>updates, revisions, or clarifications to the valuation report provided, or requires the preparation of any additional valuation report<br>by V Gallant, all costs and expenses arising therefrom shall be borne solely by TGL. Upon receipt of such request from the TGL, V Gallant<br>shall provide commercially reasonable assistance in relation thereto. |
| --- | --- |
| 7. | COUNTERPARTS |
| --- | --- |
| 7.1 | This Agreement may be executed in any number of counterparts<br>and by the Parties to it on separate counterparts and each such counterpart shall constitute an original of this Agreement but all of<br>which together constitute one and the same instrument. |
| --- | --- |
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IN WITHNESS WHEREOF, the Parties hereby agree to the terms and conditions set forth in this Agreement and have hereunto set their hands and/or by electronic signature in accordance with the respective local digital signature regulations on the day and year herein before mentioned.
| SIGNED BY TREASURE GLOBAL INC | /s/ Carlson Thow |
|---|---|
| (Registration No. 790821) | Carlson Thow |
| Chief Executive Officer | |
| SIGNED BY V GALLANT SDN BHD | /s/ Dato Hoo Voon Him |
| --- | --- |
| (Company Registration No. | Dato Hoo Voon Him |
| 202401039073 (1584920-W)) |
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