{"url_path":"/sec/tgl/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1905956/0001213900-26-064736-index.html","accession_number":"0001213900-26-064736","cik":"0001905956","ticker":"TGL","issuer_name":"TREASURE GLOBAL INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1905956/0001213900-26-064736-index.html","primary_entity_key":"0001905956","primary_entity_name":"TREASURE GLOBAL INC"},"word_count":690,"has_tables":true,"body_markdown":"**Item 1.01. Entry into\na Material Definitive Agreement.**\n\n \n\nOn May 28, 2026, Treasure\nGlobal Inc, a Delaware corporation (the “Company”), entered into a Software Development Agreement (the \"Agreement\")\nwith Nexe Cloud Limited, a company incorporated under the laws of the British Virgin Islands (the “Developer”).\n\n \n\nPursuant to the Agreement,\nthe Company has engaged the Developer to design, develop, create, test, deliver, install, configure, integrate, customize, and otherwise\nprovide and make fully operational an enterprise business intelligence system (the “Software”) for the Company and its subsidiaries.\nThe Software is intended to serve as a centralized intelligent ecosystem supporting enterprise-wide strategic planning, data warehouse\nconsolidation, integration and orchestration of internal and external data sources, and business intelligence visualization and analytics\nacross all of the Company’s business entities.\n\n \n\nThe Developer’s\nscope of services encompasses six principal workstreams: (i) enterprise architecture and infrastructure planning; (ii) setup of enterprise\ninfrastructure; (iii) setup of an enterprise data warehouse; (iv) an enterprise data integration layer; (v) an enterprise BI visualization\nlayer; and (vi) intelligence activation, including customer journey analytics, revenue intelligence, and operational metrics. The Company\nhas reserved the right to modify the scope of services from time to time during the term of the Agreement upon reasonable notice to the\nDeveloper.\n\n \n\nThe first milestone payment\nof US$300,000.00 is due within two (2) days from the Effective Date by wire transfer of immediately available funds.\n\n \n\nThe Agreement commences\nas of May 28, 2026 (the “Effective Date”) and continues in effect for a period of one (1) year from the Effective Date, unless\nearlier terminated in accordance with the Agreement.\n\n \n\nEither Party may terminate\nthe Agreement immediately upon written notice in the event of a material breach that is incapable of being remedied or that remains unremedied\nafter thirty (30) days’ prior written notice. Termination may also occur upon the insolvency, winding-up, or cessation of business of\neither Party, or by mutual agreement. In addition, should the Software fail to conform to acceptance testing criteria after more than\nthree (3) repeated user acceptance tests, the Company may terminate the Agreement, and the Developer has irrevocably agreed to refund\nall service fees paid within fourteen (14) calendar days of the date of termination. If a force majeure event continues for more than\nsixty (60) consecutive days, either Party may terminate the Agreement without incurring liability, except for obligations accrued prior\nto the force majeure event.\n\n \n\nAll software, upgrades,\nenhancements, documentation, reports, source code, object code, databases, configurations, and materials produced by the Developer under\nthe Agreement constitute “Deliverables” of the Company. The Developer is required to deliver all Software in both object code\nand source code form, except to the extent expressly provided otherwise in the applicable scope of services.\n\n \n\nThe Developer has irrevocably\nand unconditionally agreed to indemnify the Company in full against losses, costs, liabilities, claims, charges, actions, proceedings,\ndamages, prosecution, expenses, and demands arising from the provision of the services, including any action by a governmental authority\nor any third-party claim for infringement or violation of intellectual property rights.\n\n \n\nSubject to certain exceptions,\nneither Party will be liable to the other for economic losses (including loss of profits, loss of contracts, or anticipated savings),\nindirect or consequential damages, loss of goodwill or reputation, or wasted management or staff time.\n\n \n\nEach Party is subject\nto confidentiality obligations with respect to all information disclosed in connection with the Agreement for a period of five (5) years\nfollowing termination or expiry of the Agreement, or for as long as the information remains confidential under applicable laws, whichever\nis longer. Confidential information relating to source code, system security, or proprietary technology of the Developer remains confidential\nin perpetuity.\n\n \n\nThe Agreement is governed\nby and construed in accordance with the laws of Malaysia. Any disputes that cannot be resolved by mutual consultation will be resolved\nby the courts of Malaysia.\n\n \n\nThe foregoing description\nof the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Software Development\nAgreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}