United States securities and exchange commission logo
April 11, 2022
Chong Chan Teo
Chief Executive Officer
Treasure Global Inc.
276 5th Avenue, Suite 704 #739
New York, New York 10001
Re: Treasure Global
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted on March
23, 2022
CIK No. 0001905956
Dear Mr. Teo:
We have reviewed your amended draft registration statement and
have the following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to our
comment and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Capitalization, page 42
1. We note your response
to comment 5. Please revise your capitalization table to only show
accounts related to
indebtedness and stockholders' deficit. In addition, revise the pro
forma column to include
the issuances of shares related to the conversions of debt and
anti-dilution
agreements.
Chong Chan Teo
FirstName LastNameChong Chan Teo
Treasure Global Inc.
Comapany
April NameTreasure Global Inc.
11, 2022
April 211, 2022 Page 2
Page
FirstName LastName
You may contact Abe Friedman at 202-551-8298 or Joel parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Jennifer L pez Molina at
202-551-3792 with any
other questions.
Sincerely,
Division of Corporation
Finance
Office of Trade &
Services