As filed with the Securities and Exchange Commission on November 9, 2023.
Registration No. 333-275411
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Treasure Global Inc
(Exact name of registrant as specified in its charter)
| Delaware | 7389 | 36-4965082 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
276 5th Avenue, Suite 704 #739
New York, New York 10001
+6012 643 7688
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Chong Chan “Sam” Teo
Chief Executive Officer
Treasure Global Inc
276 5th Avenue, Suite 704 #739
New York, New York 10001
+6012 643 7688
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Ross D. Carmel, Esq. | Joseph M. Lucosky, Esq. | |
| Jeffrey P. Wofford, Esq. | Scott E. Linsky, Esq. | |
| Sichenzia Ross Ference Carmel LLP | Lucosky Brookman LLP | |
| 1185 Avenue of the Americas, 31st Floor | 101 Wood Avenue South, 5th Floor | |
| New York, NY 10036 | Woodbridge, NJ 08830 | |
| Telephone: (212) 658-0458 | (732) 395-4400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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 to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-275411) is filed solely to file Exhibit 16.1 as incorporated by reference to Treasure Global Inc’s Current Report on Form 8-K filed on July 10, 2023 (the “Form 8-K”). Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 16.1 as incorporated by reference to the Form 8-K. The remainder of the Registration Statement is unchanged and has therefore been omitted.
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Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits: Reference is made to the Exhibit Index following the signature pages hereto, which Exhibit Index is hereby incorporated into this Item.
EXHIBIT INDEX
| * | Previously filed. |
| + | Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-264364), filed on August 1, 2022. |
| ++ | Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on March 1, 2023. |
| +++ | Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on July 21, 2023. |
| ++++ | Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on October 18, 2023. |
| +++++ | Incorporated by reference to the Company’s Current Report on Form 8-K (File No. 001-41476), filed on July 10, 2023. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on November 9, 2023.
| TREASURE GLOBAL INC | ||
| By: | /s/ Chong Chan “Sam” Teo | |
| Chong Chan “Sam” Teo | ||
| Chief Executive Officer (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Chong Chan “Sam” Teo | Chief Executive Officer and Director | November 9, 2023 | ||
| Chong Chan “Sam” Teo | (Principal Executive Officer) | |||
| /s/ Michael Chan Meng Chun | Chief Financial Officer | November 9, 2023 | ||
| Michael Chan Meng Chun | (Principal Financial and Accounting Officer) | |||
| /s/ Ho Yi Hui | Director | November 9, 2023 | ||
| Ho Yi Hui | ||||
| /s/ Joseph R. “Bobby” Banks | Director | November 9, 2023 | ||
| Joseph R. “Bobby” Banks | ||||
| /s/ Marco Baccanello | Director | November 9, 2023 | ||
| Marco Baccanello | ||||
| /s/ Jeremy Roberts | Director | November 9, 2023 | ||
| Jeremy Roberts |
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