UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed in a Current Report on Form 8-K filed on March 1, 2023, Treasure Global Inc (the “Company”) entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., pursuant to which YA II PN, Ltd. purchased two unsecured convertible debentures (the “Convertible Debentures”) in the aggregate principal amount of $5,500,000.00 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.
On December 6, 2023, the Company paid a total of $2,102,909.59 (the “Payment”), which represented the outstanding balance of one of the Convertible Debentures issued pursuant to the Securities Purchase Agreement. The other Convertible Debenture had already been fully converted into shares of common stock, par value $0.00001 per share, of the Company, prior to December 6, 2023. As a result of the Payment being made, the Company fully satisfied all obligations under the Convertible Debentures, which resulted in the termination of the Securities Purchase Agreement.
Item 8.01. Other Events.
On December 5, 2023, the Company issued a press release announcing the retirement of the Convertible Debentures. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1* | Securities Purchase Agreement by and between the Company and the Buyer dated February 28, 2023 | |
| 99.1 | Press Release dated as of December 5, 2023 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
| * | Incorporated by reference to the Registrant’s Current Report on Form 8-K, originally filed on March 1, 2023. |
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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: December 8, 2023 | TREASURE GLOBAL INC | |
| By: | /s/ Chong Chan “Sam” Teo | |
| Name: | Chong Chan “Sam” Teo | |
| Title: | Chief Executive Officer | |
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