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Item 5. Market for Registrant’s Common Equity

2024-09-30 compared with 2023-09-28 · 35 added, 143 removed, 16 unchanged (92% of the section changed)

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

1 unchanged sentence

Market under the symbol “TGL.”

of June 30, 2023, there were 28 stockholders of record of our common stock.

Because many of our shares of common stock are held

by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial owners

of our stock.

As of June 30, 2024, there were 18 stockholders

of record of our common stock.

Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders,

this number is not representative of the total number of beneficial owners of our stock.

We have never declared or paid any cash dividend

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repurchase program, and we do not expect to pay cash dividends in the foreseeable future.

Securities Authorized

for Issuance under Equity Compensation Plans

have not adopted any equity compensation plans as of June 30, 2023.

The Board and the Compensation Committee of the Board of Directors

of the Company (the “Compensation Committee”) approved the Treasure Global Inc 2023 Equity Incentive Plan on August 30, 2023

(the “2023 Plan”), and the Company intends to submit the approval of the 2023 Plan to the stockholders of the Company.

Notwithstanding the foregoing, because the Company has limited cash resources at this time, it may issue shares or options to or enter

into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary

Securities Authorized for Issuance under Equity

Compensation Plans

We have not adopted any equity compensation plans

as of June 30, 2024.

The Board and the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”)

approved the Treasure Global Inc 2023 Equity Incentive Plan on August 30, 2023 (the “2023 Plan”), and the Company intends

to submit the approval of the 2023 Plan to the stockholders of the Company.

Notwithstanding the foregoing, because the Company has limited

cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock

with its employees and consultants as payment for services or as discretionary bonuses.

Recent Sales of Unregistered Securities

During the fiscal year ended June 30, 2023, the

registrant has granted or issued the following securities of the registrant that were not registered under the Securities Act, as amended.

During the fiscal year ended June 30, 2024,

the registrant has granted or issued the following securities of the registrant that were not registered under the Securities Act, as

(a) Issuance of Capital Stock .

In March 2023, we issued 285,714 shares of common

stock to Voon Him “Victor” Hoo upon his resignation from Board.

The issuance of the capital stock listed above

was deemed exempt from registration under Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance

of securities were made to an accredited investor and did not involve a public offering.

The recipient of such securities represented

its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution

On October 12, 2023, the Company issued 42,044

shares of its common stock to a licensor pursuant to a License and Service Agreement.

On October 30, 2023, we issued a total of 25,954

shares of our common stock to our former Chief Executive Officer, Chong Chan “Sam” Teo, and to Kok Pin “Darren”

Tan in exchange for the cancellation of $321,562.08 in aggregate indebtedness.

From May 2023 through November 8, 2023, we have

issued 72,739 shares of our common stock to YA II PN, Ltd pursuant to the terms of Convertible Debentures purchased from the Company by

YA II PN, Ltd.

On December 19, 2023, the Company issued 142,858 shares of common stock to VT Smart Venture Sdn Bhd pursuant to a Software Development

On March 12, 2024, the Company issued 198,412 shares of common stock

to Myviko Holding Sdn Bhd.

pursuant to a Software Development Agreement.

On April 8, 2024, the Company issued 126,082 shares

of common stock to MYUP Solution Sdn Bhd pursuant to a Software Development Agreement.

On May 5, 2024, the Company issued 20,000 shares

to a consultant.

On May 27, 2024, the Company issued 125,955 shares of common stock

to Falcon Gateway Sdn Bhd pursuant to a Software Development Agreement.

(b) Warrants .

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(d) Issuance of Notes .

On February 28, 2023, we entered into the Securities

Purchase Agreement with YA II PN, Ltd.

(the “Selling Stockholder”), pursuant to which the Selling Stockholder agreed to purchase

the Convertible Debentures, in the aggregate principal amount of up to $5,500,000 in a private placement for a purchase price with respect

to each Convertible Debenture of 92% of the initial principal amount of such Convertible Debenture.

The purchase by the Selling Stockholder

of the First Convertible Debenture which has an initial issuance principal amount of $2,000,000 occurred on February 28, 2023 for a purchase

price of $1,840,000 and the closing of the purchase of the Second Convertible Debenture which has an initial issuance a principal amount

of $3,500,000 occurred shortly after the registration statement related to the prospectus for the shares of common stock issuable upon

the conversion of the Convertible Debentures (the “Selling Stockholder Registration Statement”) was declared effective by

the SEC for a purchase price of $3,220,000.

The total purchase price paid to us by the Selling Stockholder for the Convertible Debentures

in the Private Placement was $5,060,000.

Each Convertible Debenture accrues or will

accrue interest on its full outstanding principal amount at 4% per annum and has a 12-month term.

Assuming no conversions,

prepayments or events of default have been made on or occurred with respect to the First and Second Convertible Debenture, on the

maturity date thereof, interest of $220,000 shall have accrued and be payable on the First and Second Convertible Debenture.

the occurrence and continuance of an Event of Default (as defined below) with respect to any Convertible Debenture, its per annum

interest rate will increase to 15%.

As of September 25, 2023, no Event of Default has occurred under the First Convertible

Upon the occurrence and continuance of an Event of Default under the Second Convertible Debenture, its per annum interest

rate will increase to 15%.

“Event of Default” means with respect

to any Convertible Debenture:

(i) the Company’s failure to pay to amounts due under such Convertible Debenture;

Company or any subsidiaries of the Company is subject to bankruptcy or insolvency proceeding or similar proceeding and such proceedings

remain undismissed for a period of sixty one (61) days;

(iii) the Company or any subsidiaries of the Company shall default in any

of its payment obligations under any debenture, mortgage, credit agreement or other facility, indenture agreement, factoring agreement

or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money

or money due under any long term leasing or factoring arrangement of the Company in an amount exceeding $100,000 and such default shall

result in the full amount of such indebtedness becoming or being declared due and payable and such default is not thereafter cured within

five (5) Business Days;

(iv) the Company’s common stock shall cease to be quoted or listed for trading, as applicable, on any

national exchange for a period of ten (10) consecutive trading days;

(v) the Company shall be a party to certain change of control transactions

(unless in connection with such change of control transaction such Convertible Debenture is retired;

(vi) the Company’s (A) failure

to deliver required number of shares of common stock as required under such Convertible Debenture or (B) notice, written or oral, to any

holder of such Convertible Debenture of the Company’s intention not to comply with a request for conversion of such Convertible

(vii) the Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined in the Convertible

Debenture) within five (5) Business Days after such payment is due;

(viii) the Company’s failure to timely file with the SEC

any of its periodic reports and such default is not thereafter cured within five (5) business days;

(ix) any representation or warranty

made or deemed to be made by or on behalf of the Company in or in connection with such Convertible Debenture or any of the other documents

related to the Private Placement, or any waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or,

in the case of any such representation or warranty already qualified by materiality, such representation or warranty shall prove to have

been incorrect) when made or deemed made;

(x) any material provision of any Transaction Document, at any time after its execution

and delivery and for any reason other than as expressly permitted hereunder or thereunder, ceases to be in full force and effect;

Company or any other person or entity contests in writing the validity or enforceability of any provision of any Convertible Debenture

or any of the other documents related to the Private Placement;

or the Company denies in writing that it has any or further liability

or obligation under any Convertible Debenture or any of the other documents related to the Private Placement, or purports in writing to

revoke, terminate (other than in line with the relevant termination provisions) or rescind any Convertible Debenture or any of the other

documents related to the Private Placement;

(xi) the Company uses the proceeds of the issuance of such Convertible Debenture, whether

directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of

Regulations T, U and X of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations

thereunder or thereof), or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness

originally incurred for such purpose;

or (xii) any Event of Default (as defined in the other Convertible Denture or in any other

documents related to the Private Placement) occurs with respect to any other Convertible Debenture, or any breach of any material term

of any other debenture, note, or instrument held by the holder of such Convertible Debenture in the Company or any agreement between or

among the Company and such holder;

or (xiii) the Company shall fail to observe or perform any material covenant, agreement or warranty

contained in, or otherwise commit any material breach or default of any provision of such Convertible Debenture (except as may be covered

by another Event of Default) or any other any other document related to the Private Placement) which is not cured or remedied within the

time prescribed or if no time is prescribed within ten (10) business days of notification thereof.

If any Event of Default occurs under a Convertible

Debenture (other than an event with respect to a bankruptcy or insolvency), at the Selling Stockholder election, all amounts owing in

respect thereof, to the date of acceleration shall become immediately due and payable in cash;

provided that, in the case of a bankruptcy

or insolvency of the Company, all amounts owing in respect thereof, to the date of acceleration shall automatically become immediately

due and payable in cash, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived

by the Company.

The Selling Stockholder will also have the right to convert such Convertible Debenture at the applicable conversion price.

The Convertible

Debentures provide a conversion right, in which any portion of the principal amount of the Convertible Debentures, together with any accrued

but unpaid interest, may be converted into our common stock at a conversion price equal to the lower of (i) $1.6204 (the “Fixed

Price”) or (ii) 93% of the lowest daily volume weighted average price (the “VWAP”) of the common stock during the ten

(10) trading days immediately preceding the date of conversion (but not lower than a floor price of $0.25).

If a Trigger Event occurs, then the Company shall

make monthly payments beginning on the 10 th calendar day after the date on which a Trigger Event occurs and then on the same

day of each successive calendar month.

Each monthly payment shall be in an amount equal to the sum of (i) the lesser of (x) $1,000,000

and (y) the outstanding principal of the Convertible Debentures (the “Triggered Principal Amount”), plus (ii) a redemption

premium of 7% of such Triggered Principal Amount, plus (iii) accrued and unpaid interest hereunder as of each payment date.

The obligation

of the Company to make monthly payments shall cease if any time after the Trigger Date the daily VWAP is greater than the Floor Price

for a period of 5 of 7 consecutive Trading Days in the event of a Floor Price Trigger unless a new Trigger Event occurs.

“Trigger Event” means the daily VWAP

is less than the $0.25 for five Trading Days during a period of any 5 of 7 consecutive trading days.

Under the Convertible Debentures, the Company

has the right, but not the obligation, to redeem (“Optional Redemption”) early a portion or all amounts outstanding under

the Convertible Debentures;

provided that (i) the closing price of the Company’s common stock on the date of such Optional

Redemption is less than $1.6204 and (ii) the Company provides the Holder with at least 5 business days’ prior written notice (each,

a “Redemption Notice”) of its desire to exercise an Optional Redemption.

The “Redemption Amount” shall be equal

to the outstanding Principal balance being redeemed by the Company, plus a 10% premium on the principal amount being redeemed, plus all

accrued and unpaid interest.

If we elect to redeem the full $5,500,0000 principal amount of the Convertible Debentures, such premium payable

will equal to $550,000.

Stockholder Registration Statement registers the resale by the Selling Stockholder of up to 22,880,000 shares of common stock that can

be issuable upon the conversion of the Convertible Debentures.

The number of shares that were registered was calculated by dividing (x)

the sum of the aggregate principal amount of Convertible Debentures ($5,500,000) plus one year of accrued interest on the Convertible

Debentures ($220,000) by (y) the conversion floor price ($0.25), which is the lowest possible conversion price pursuant to the terms of

the Convertible Debentures.

an aggregate of $5,500,000 of the Convertible Debentures and received a purchase price of $5,060,000 from the Selling Stockholder.

As of September 25, 2023, a total of $3,835,954

is due under the Convertible Notes, net of unamortized discounts of $114,046.

The notes and loan described above was deemed

exempt from registration in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder in that the issuance

of securities were made to an accredited investor and did not involve a public offering.

The recipients of such securities represented

its intention to acquire the securities for investment purposes only and not with a view to or for sale in connection with any distribution

Transfer Agent

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity