エドガーで原本を確認する
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):
March 20, 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 8.01 Other Events.
As previously reported, on August 17, 2023, Treasure Global Inc (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between July 6, 2023 through August 16, 2023, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).
On February 15, 2024, the Company received a letter from the Staff stating that the Company has not regained compliance with the Minimum Bid Price Rule and the Company requested to appeal this determination with the Nasdaq Hearings Panel (the “Panel”). On February 16, 2024, the Company submitted a hearing request to the Panel to appeal Nasdaq’s determination and submit a compliance plan, which in accordance with Nasdaq rules stays the delisting of the Company’s common stock from Nasdaq pending the Panel’s decision. The hearing was scheduled to occur on April 16, 2024.
On February 27, 2024, the Company effected a 1:70 reverse stock split of its shares of common stock. On March 20, 2024, the Company received a letter from the Panel informing the Company that since the common stock of the Company had traded at $1.00 per share or greater for a 10 consecutive business day period between February 27, 2024 and March 20, 2024, the hearing request was deemed moot. Accordingly, the Company has regained compliance with the Bid Price Rule and this matter is closed.
On March 26, 2024, the Company issued a press release announcing that it has regained compliance with the Bid Price Rule. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated as of March 26, 2024. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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: March 26, 2024 | TREASURE GLOBAL INC | |
| By: | /s/ Chong Chan “Sam” Teo | |
| Name: | Chong Chan “Sam” Teo | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
Treasure Global Successfully Regains Compliance with Nasdaq Minimum Bid Price Requirement
NEW YORK and KUALA LUMPUR, Malaysia, March 26, 2024 (GLOBE NEWSWIRE) -- Treasure Global Inc (NASDAQ: TGL) (“Treasure Global” or the “Company”), an innovative technology solutions provider, is pleased to announce that it has successfully regained compliance with the minimum bid price requirement set forth by The Nasdaq Stock Market LLC (“Nasdaq”).
The Company has received notification from the Nasdaq Listing Qualifications Staff confirming its compliance with Listing Rule 5550(a)(2), thereby meeting Nasdaq’s maintenance requirements for listing. As a result, the scheduled hearing before the Hearings Panel on April 16, 2024, has been canceled.
“Regaining compliance with Nasdaq’s minimum bid price requirement is a significant milestone for Treasure Global. This achievement underscores our unwavering dedication to maintaining the utmost standards of corporate governance and transparency,” said Sam Teo, Chief Executive Officer of Treasure Global.
About Treasure Global Inc:
Treasure Global, headquartered in Malaysia, is a leading solutions provider pioneering innovative technology platforms. With a focus on revolutionizing digital experiences, Treasure Global has developed two groundbreaking solutions: the ZCITY App and TAZTE. The ZCITY App offers a cutting-edge digital ecosystem that streamlines e-payment experiences for consumers, while simultaneously rewarding their engagement. On the other hand, TAZTE is a sophisticated digital food and beverage management system, providing merchants with a comprehensive, automated solution to digitize their operations. Additionally, Treasure Global acts as a master franchiser in Southeast Asia for renowned restaurant chains, offering them access to the TAZTE solution. As of March 19, 2024, ZCITY boasts over 2,695,549 registered users, reflecting its widespread adoption and impact.
For more information, please visit Treasure Global’s website.
Forward-Looking Statements:
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” and “continue,” or similar words. It is important to carefully consider statements containing these words as they discuss future expectations and plans, projecting future results of operations or financial conditions, or presenting other forward-looking information. Forward-looking statements are not guarantees of future performance; they are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond the control of the Company. These risks and uncertainties are detailed in the Risk Factors section of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2023, and subsequent filings with the Securities Exchange Commission (“SEC”). Copies of these documents are available on the SEC’s website, www.sec.gov. As forward-looking statements cannot be predicted or quantified, actual results may differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
For further information, please contact:
U.S. Investor Contact
ir_us@treasuregroup.co
Malaysian Investor Contacts
ir_my@treasuregroup.co
Media Contact
Sue Chuah, Chief Marketing Officer
Treasure Global Inc
mediacontact@treasuregroup.co