Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On October 21, 2026, Tadaa Technologies Sdn Bhd ("Tadaa"), a Malaysian company and a wholly owned subsidiary of Treasure Global Inc, a Delaware corporation (the "Company"), entered into a Software Development Agreement (the "Agreement") with Techcom Vintage Sdn Bhd, a Malaysian company (the "Developer"). Under the Agreement, the Developer will design, develop, integrate, test, deploy and deliver a centralized fertilizer subsidy traceability and AI agriculture intelligence ecosystem known as the Government Smart Fertilizer Traceability & AI Agriculture Intelligence Programme (the "Platform"). Tadaa intends to operate the Platform in support of subsidy programs administered by participating government ministries, departments, agencies and statutory bodies.

The Platform is to be delivered in five phases: (i) Phase 1, strategic planning, architecture and an RFID proof of concept, to be completed within one month of October 21, 2026, the effective date of the Agreement (the "Effective Date"); (ii) Phase 2, a core inventory, RFID and farmer platform; (iii) Phase 3, intelligent logistics and GPS distribution; (iv) Phase 4, AI agriculture and farmer intelligence, with each of Phases 2 through 4 to be completed within three months of the Effective Date; and (v) a final integration and handover phase, to be completed within ten months of the Effective Date. The Developer is responsible for supplying all hardware (including RFID tags, readers, GPS and telematics devices) and third-party components required for the Platform, together with related documentation, and must provide 90 days of post-delivery support and warranty services following acceptance of each phase and following final acceptance of the integrated Platform.

In consideration for the services, Tadaa will pay the Developer fixed software development fees of RM8,000,000, inclusive of all of the Developer's costs and Malaysian sales and service tax. The fees are payable in cash in six milestones: (i) a mobilization payment of RM4,000,000 (50%), payable within two business days after signing; (ii) RM1,200,000 (15%) upon acceptance of Phase 1; (iii) RM1,200,000 (15%) upon acceptance of Phase 2; (iv) RM800,000 (10%) upon acceptance of Phase 3; (v) RM600,000 (7.5%) upon acceptance of Phase 4; and (vi) RM200,000 (2.5%) upon final acceptance. The fees may be varied only by a change request approved in writing by Tadaa, and Tadaa may set off liquidated damages and other amounts owed by the Developer against amounts payable under the Agreement.

Each phase is subject to acceptance testing against approved acceptance criteria. If the Developer fails to complete a phase and obtain the relevant acceptance certificate by the applicable completion date, the Developer must pay liquidated damages of 2% of the value of the delayed phase for each week or part thereof, capped at 10% of that phase's value. If a phase fails acceptance testing on three occasions, Tadaa may permit further rectification, accept the phase at a reduced value, or terminate the Agreement. The Agreement also requires the Developer to meet specified service levels for the resolution of critical, high-severity and other issues.

All intellectual property rights in the software, deliverables and source code developed under the Agreement vest exclusively in Tadaa, and the Developer grants Tadaa a perpetual, irrevocable, worldwide, royalty-free, transferable license to any pre-existing Developer intellectual property incorporated into the Platform. The Developer must maintain all source code in a repository owned and controlled by Tadaa and must comply with Malaysia's Personal Data Protection Act 2010 in processing personal data under the Agreement.