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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):

August 9, 2024

TREASURE GLOBAL INC

(Exact name of registrant as specified in its charter)

Delaware

001-41476

36-4965082

(State or other jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

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))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

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 2.02. Results of Operations and Financial Condition.

Treasure Global Inc (the “Company”) anticipates reporting preliminary pro forma revenue for the fiscal year ended June 30, 2024 of approximately $22.1 million. The Company expects a preliminary pro forma loss from operations of approximately $5.6 million, representing a significant reduction of approximately $4.6 million compared to the loss from operations reported in fiscal year 2023. In addition, the Company expects the preliminary pro forma net loss attributable to stockholders to be approximately $6.2 million, representing a significant reduction of approximately $5.5 million compared to the net loss attributable to stockholders reported in fiscal year 2023. This improvement is attributed to effective cost management strategies and operational efficiencies implemented throughout the fiscal year 2024 and reflects ongoing efforts to improve financial performance despite growth initiatives and integration costs.

These financial results are preliminary and subject to completion of the audit for the fiscal year 2024. As such, these preliminary results may change and may not necessarily reflect the results of any future period.

The Company intends to issue a press release that contains the information contained in this Item 2.02 after the filing of this Current Report on Form 8-K.

The information in this report is being furnished pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.2. of Form 8-K, the information in this report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This report, including Exhibit 99.1, contains

forward-looking statements within the meaning of federal securities laws. The Company’s actual results may differ from its expectations,

estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements may be identified by words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions. These forward-looking statements include, without limitation, the Company’s expectations with respect to its beliefs, plans, goals, objectives, expectations, anticipations, assumptions, estimates, intentions and future performance. Forward-looking statements involve significant known and unknow