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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): February 15, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On February 15, 2024, Treasure Global Inc (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has not regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of at least $1.00 per share (the “Minimum Bid Price Rule”) and that Nasdaq determined that the common stock of the Company will be scheduled for delisting unless the Company requests an appeal of this determination from 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 Company’s common stock will continue to trade on The Nasdaq Capital Market under the symbol “TGL” pending the ultimate conclusion of the hearing process.

 

There can be no assurance that the Company’s plan will be accepted by the Panel or that, if it is, the Company will be able to regain compliance with the Minimum Bid Price Rule. If the common stock of the Company is delisted, it could be more difficult to buy or sell the common stock of the Company or to obtain accurate quotations, and the price of the shares of common stock of the Company could suffer a material decline. Delisting could also impair the Company’s ability to raise capital.

 

 

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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: February 16, 2024 TREASURE GLOBAL INC.
     
  By: /s/ Chong Chan “Sam” Teo
  Name:  Chong Chan “Sam” Teo
  Title: Chief Executive Officer

 

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