What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-10-14 compared with 2024-09-30 · 63 added, 23 removed, 28 unchanged (75% of the section changed)

13 unchanged sentences

Compensation Plans

We have not adopted any equity compensation plans

We have not adopted an equity compensation plans

as of June 30, 2025.

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.

approved the Treasure Global Inc 2025 Equity Incentive Plan (the “2025 Plan”), and the Company intends to submit the approval

of the 2025 Plan to the stockholders of the Company on August 29, 2025.

Notwithstanding the foregoing, because the Company has limited

2 unchanged sentences

Recent Sales of Unregistered Securities

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

During the fiscal year ended June 30, 2025, the

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

(a) Issuance of Capital Stock .

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.

On October 7, 2025, Treasure Global Inc (the “Company”)

entered into a subscription agreement (the “Agreement”) with two Malaysian individuals, Chuah Su Chen and the Company’s

director Chan Meng Chun (together with Chuah Su Chen, the “Investors”).

Subject to the terms and conditions set forth in the

Agreement, the Company desires to issue and sell to each Investor, and each Investor desires to subscribe for, an aggregate amount of

USD200,000.00 in the Company for the allotment and issuance of common stock of the Company (“the Shares”) for the purchase

price of $1.16 per share, which represents the closing price of the Company’s common stock on the Nasdaq Capital Market on October

The offering and sale of the Shares were made in reliance upon the exemption from the registration provided by Regulation S under

the Securities Act of 1933, as amended (the “Securities Act”), as the transactions were completed outside the United States

with non-U.S.

The Shares are subject to transfer restrictions and may not be offered to be sold in the United States absent registration

or an applicable exemption under the Securities Act.

On October 10, 2024, the Company entered into

a service partnership agreement (the “Partnership Agreement”) with Octagram Investment Limited (“OCTA”), a Malaysian

company, to establish a strategic partnership pursuant to the terms and conditions set forth in this Partnership Agreement.

the Partnership Agreement, OCTA shall design, develop and deliver mini-game modules to be integrated into the ZCity App, an E-Commerce

platform owned by the Company.

In addition, OCTA shall customize the mini-game modules based on the Company’s detailed specification

(the “Services”) TGL agrees to pay OCTA a total fee of $2,800,000.00 (“Service Fees”) to OCTA and/or its nominees.

The Service Fees shall be due and earned upon execution of this Agreement.

The Service Fees shall be utilized by TGL for the Services

provided by OCTA at any time during the Term of this Agreement.

This includes an upfront payment for the development costs of the mini-game

modules, as well as the payment of a flat fee of $10,000.00 per month, starting from the delivery of the first mini-game module, for the

ongoing technical support outlined in this Agreement.

The Service Fees shall include all taxes and disbursement (“Other Expenses”)

due and payable to OCTA in rendering the Services under this Agreement.

All such Other Expenses incurred by OCTA will be justified to

TGL with valid and relevant reasons to the satisfaction of TGL.

TGL shall have the sole and absolute discretion to approve such charges

or claims provided that such approval shall not be unreasonably withheld by TGL.

The Service Fees shall be payable by TGL to OCTA and/or

its nominees via the issuance of Three Million and Five Hundred Thousand (3,500,000) shares of common stock, par value $0.00001 of TGL

(the “TGL Shares”) at a determined issuance price of $0.80 per TGL Share.

The TGL Shares shall be issued on a restricted basis

for a period of six (6) months pursuant to the requirements of the Securities Act 1933, Rule 144.

On the True-Up Date, which means the

expiry date of the sixth (6th) month from the day of the issuance of TGL Shares to Octa, in the event that the 30-Day VWAP of the TGL

Shares to be issued pursuant to the Agreement falls below the amount of $0.80, then TGL shall issue to OCTA additional TGL Shares equal

to the difference between the Service Fees and the value of the TGL Shares on the True Up Date within fourteen (14) business days from

the True Up Date.

On October 29, 2024, the Company entered into

a certain service agreement (the “Agreement”) with V GALLANT SDN BHD (“V Gallant”), a private company incorporated

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 USD16,000,000 (the “Fees”) to V Gallant and/or its nominees for the Services and all associated hardware

and software under the Agreement.

The Fees shall be payable by the Company to V Gallant and/or its nominees via the issuance of shares

of common stock, par value $0.00001 per share (“TGL Shares”) at a determined issuance price of $0.67 per TGL Share in the

following manner:

(1) the first instalment, constituting a down payment of fifty percent (50%) of the Fees, being $8,000,000), shall be

due upon execution of this Agreement;

and (2) the remainder, constituting fifty percent (50%) of the Fees, being $8,000,000, shall be

paid in twelve (12) equal monthly instalments, commencing from January 31, 2025, with each payment due on the last day of each calendar

month, until December 31, 2025, unless otherwise mutually agreed in writing by the TGL and V Gallant.

The TGL Shares will be issued pursuant

to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

(b) Warrants .

6 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