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): October 27, 2025

TREASURE GLOBAL INC

(Exact name of registrant as specified in its charter)

+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):

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

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.

Management Consultancy Agreement

On October 27, 2025, the Treasure Global Inc (the “Company”) entered into a management consultancy agreement with Astute All Advisory Ltd (the “Service Provider”), a Malaysian company (the “Management Consultancy Agreement”), pursuant to which the Company engaged the Service Provider to provide in relation to management consultancy and business strategy planning as described in the Management Consultancy Agreement (the “Services”) in accordance to the terms and conditioned set forth therein. The Management Consultancy Agreement shall commence from October 27, 2025 and remain in force for a period twenty-four (24) months unless otherwise frustrated, rescinded and/or terminated in accordance to Clause 10 of the Management Consultancy Agreement provided that both parties shall be opened to commercial negotiations from time to time pertaining to the contents of the Management Consultancy Agreement whereby should any such negotiation materialize.

In consideration of the performance of the Service Provider of its obligations, and the provision of the Services pursuant to this Agreement, the Company shall pay to the Service Provider a total sum of US$1,500,000.00 (the “Service Fee”) in the manner outlined in the Management Consultancy Agreement. The Service Fee shall be due and earned upon execution of the Management Consultancy Agreement and the Company has the absolute discretion to choose to pay in cash and/or its equivalent in common stock of the Company (“TGL Shares”). If the Company opt to be satisfied the Service Fees through the issuance and allotment of TGL Shares, the Parties agrees and acknowledge that issue price per TGL Shares shall be at USD0.90 per share.

The Management Consultancy Agreement contains customary representations, warranties, and agreements by the Company and the Service Provider, with other obligations of the parties and termination provisions.

The above summary of the Management Consultancy Agreement is qualified in its entirety by reference to the full texts of the Management Consultancy Agreement and, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01, which is incorporated herein by reference.

The TGL Shares will be issued pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

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.

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