SEC Form SC 13G filed by Treasure Global Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Treasure Global Inc

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

89458T106

(CUSIP Number)

August 10, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.

(a) Name of Issuer: The name of the issuer is Treasure Global Inc (the “Issuer”).

(b) Address of Issuer’s Principal Executive Offices: The Issuer is a corporation organized under the laws of the State of Delaware with principal executive offices at 276 5th Avenue, Suite 704 #739, New York, New York 10001.

Item 2.

(a) Name of Person Filing: The name of the person filing is:

(i) TOPHILL HOLDING SDN. BHD (“Tophill”).

(b) Address of Principal Business Office, or if None, Residence:

(i) The principal executive office of Tophill is No. 32A-2, Jalan Teknologi, 3/6c Taman Sains Selangor 1, Seksyen 3 Kota Demansara, Petaling Jaya, Selangor 47810, Malaysia.

(c) Citizenship:

(i) Tophill is a private limited company organized in Malaysia.

(d) Title of Class of Securities: The title of the class of securities is Common Stock par value $0.00001 per share.

(e) CUSIP Number: The CUSIP number for the Common Stock is 89458T106.

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

(a) Amount beneficially owned:

(i) Tophill owns 2,756,879 shares of Common Stock.

(b) Percent of class:

(i) 15.95% using 17,288,216 shares outstanding, which is the number of shares issued and outstanding as of December 1, 2022 as reported on the Issuer’s Form 10-K for the fiscal year ended June 30, 2022.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote: 2,756,879.

(ii) Shared power to vote or to direct the vote: Tophill does not share voting power.

(iii) Sole power to dispose or to direct the disposition: 2,756,879.

(iv) Shared power to dispose or to direct the disposition: Tophill does not share disposition power.

Item 5. Ownership of 5 Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.

Item 6. Ownership of More than 5 Percent on Behalf of Another Person.

Other than as set forth herein, no other person has the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the securities reported herein.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certifications

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023