SecProbe.io

CORRESP
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May 11, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mr. Brian Fetterolf / Ms. Lilyanna Peyser

    Re:
    TREASURE GLOBAL INC

    Draft Registration Statement on Form S-1 Submitted March 30, 2023

    CIK No. 0001905956

Dear Staff:

On behalf of Treasure Global Inc. (the “Company”),
we have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission
(the “SEC”) contained in its letter of April 27, 2023 with respect to the Company’s Draft Registration Statement
on Form S-1 (the “DRS”) as noted above.

For your convenience, the text of the Staff’s
comments is set forth below in bold, followed in each case by the Company’s responses. Please note that all references to page numbers
in the responses are references to the page numbers in the Form S-1 (the “Form S-1”) submitted concurrently with the
submission of this letter in response to the Staff’s comments.

Draft Registration Statement on Form S-1 submitted March 30,
2023

General

1. Revise to include disclosure, including
risk factor disclosure, quantifying and discussing the extent to which and under what circumstances the Selling Stockholder can make a
profit as a result of the conversion discount underlying the Convertible Debentures. In order to provide a complete picture of the incentives
of the Selling Stockholder compared to public investors, include more than one scenario regarding potential profits.

The Company has revised its disclosure under the
section headed “Selling Stockholder” to include a new subsection entitled “Potential Conversion Profits to Selling Stockholder”
which quantifies and illustrates in three different market price scenarios the profit the Selling Stockholder can make on conversions
of the Convertible Debentures as a result of the conversion discount. The Company has also included an additional risk factor that discusses
the risks to investors who purchase from the Selling Stockholder.

2. Please supplementally tell us, with a view
toward disclosure, whether the Private Placement is complete and the reasons that it is complete. In this regard, we note that you state
both that the Convertible Debentures "were issued to the Selling Stockholder" and that one of the two Convertible Debentures
will be purchased only "after certain closing conditions have been met." In addition, we note that the closing conditions set
forth in Section 6 of the securities purchase agreement appear to be within the Selling Stockholder's control and the closing conditions
set forth in Section 7 of the agreement may be waived by the Selling Stockholder; therefore it appears that the Selling Stockholder may
not be irrevocably bound to purchase the Convertible Debentures. Refer, for example, to Securities Act Sections Compliance and Disclosure
Interpretations 134.01 and 139.11. Also tell us when you anticipate the closing of the Private Placement to occur in connection with effectiveness
of this registration statement.

The second tranche Convertible Denture has not
been issued and the Company has modified the language on the cover page of the prospectus in the S-1 to make clear that only the first
tranche $2 million in principal amount Convertible Debenture has been issued. However, the Company does view the Private Placement as
complete for the reasons discussed in Securities Act Compliance and Disclosure Interpretations 134.01 and 139.11. Pursuant to the terms
of the Securities Purchase Agreement, the Selling Stockholder is irrevocably bound to purchase the second tranche $3.5 million in principal
amount Convertible Debenture at a fixed price of $3.22 million, subject only to conditions that are outside the control of the Selling
Stockholder. These conditions are set forth in Section 7 of the Securities Purchase Agreement and include (i) the Form S-1 being declared
effective by the SEC; (ii) requirements for the Company to deliver certain closing documents, (iii) the representations and warranties
made by the Company being truthful and (iv) the continued trading of the Company’s stock on Nasdaq, all of which are outside of
the control of the Selling Stockholder. Please note that the condition that the Company obtain shareholder approval for the transactions
contemplated by Private Placement has been satisfied as demonstrated by the Schedule 14C filed by the Company with the SEC on March 17,
2023, as well as the condition that the Company deliver an opinion of counsel, which has been satisfied prior to the closing of the first
tranche. Section 6 of the Securities Purchase Agreement sets forth the conditions on which the Company is obligated to sell the second
tranche Convertible Debenture to the Selling Stockholder. These conditions do not provide the Selling Stockholder with any control over
its purchase obligation as the Company can waive any of or all the conditions at any time. The Selling Stockholder’s ability to
waive the conditions set forth in Section 7 does not make its purchase obligation within its control and any waiver of these conditions
by the Selling Stockholder only decreases the steps the Company is required to take prior to the Selling Stockholder’s purchase
of the second tranche Convertible Debenture. The Company has revised the cover page of the prospectus and pages 6 and 7 of the Form S-1
to state that the second tranche Convertible Debenture will be issued shortly after the effective date of the registration statement related
to this prospectus and has deleted any disclosure that suggests the Selling Stockholder’s obligation to purchase the second tranche
Convertible Debenture is uncertain. The Company anticipates issuing the second tranche of Convertible Dentures and receiving the purchase
price from the Selling Stockholder within two days after the effective date of the Form S-1.

3. With a view toward disclosure, tell us the
method by which you determined the number of shares of common stock covered by this registration statement. In this regard, note that
you should register an amount of shares based on a reasonable good-faith estimate of the maximum amount of shares needed for conversion.

The Company calculated the number of shares being
registered by dividing (x) the sum of $5.5 million (the principal amount of the Convertible Debentures) plus $220,000 (12 months of accrued
interest at 4% per annum) by (y) $0.25 (the conversion floor price). The Selling Stockholder is requiring the Company to register this
amount and it is the Company’s good faith estimate of the maximum number of shares needed for conversion. The Company has included
this calculation in the last paragraph under the section headed “Prospectus Summary—Private Placement of Convertible
Debentures—Terms of Convertible Debentures” on page 7 of the Form S-1.

4. Please disclose the total dollar value of
the securities underlying the Convertible Debentures (i.e., the number of shares of common stock covered by this registration statement)
as of the date of the sale of the Convertible Debentures (i.e., using the market price per share for those securities on the date of the
sale of the Convertible Debentures).

The number of shares of common stock covered by
the Form S-1 is 22,880,000 and the closing price of the Company’s common stock on February 28,2023 (the date of the sale) was $1.56.
Therefore, the total value of the securities underlying the Convertible Debentures on the date of sale was $35,692,800. The Company has
disclosed this amount in the last paragraph under the section headed “Prospectus Summary—Private Placement of Convertible
Debentures—Terms of Convertible Debentures” on page 7 of the Form S-1.

5. Revise to discuss the payments (other than
repayments on principal) that you may be required to make to the Selling Stockholder in connection with the Private Placement and conversion
of Convertible Debentures, including the total dollar amount that you will pay in interest on each Convertible Debenture in both the case
that there is not an Event of Default and the case that there is an Event of Default. Compare such amounts to the gross proceeds to be
paid to you from the sale of the Convertible Debentures. Clarify whether interest accrues on the full subscription amount of $5,500,000
or the purchase price(s) paid by the Selling Stockholder.

The Company has discussed the payments
(other than repayments on principal) that it may be required to make to the Selling Stockholder in connection with the Private
Placement and conversion of Convertible Debentures, including the total dollar amount that you will pay in interest on each
Convertible Debenture in both the case that there is not an Event of Default and the case that there is an Event of Default and
compared such amounts to the gross proceeds to be paid to you from the sale of the Convertible Debentures under the section headed
“Prospectus Summary—Private Placement of Convertible Debentures—Potential Charges to the Company Under the
Convertible Debentures” on pages 7 and 8 of the Form S-1. The Company has clarified that interest accrues on the full $5.5
million principal amount of the Convertible Debentures in the second paragraph under the section headed “Prospectus
Summary—Private Placement of Convertible Debentures—Terms of Convertible Debentures” on page 6 of the Form
S-1.

6. Where you disclose that the purchase price
with respect to each Convertible Debenture is 92% of the initial principal amount of such Convertible Debenture, please include the dollar
amount you paid in connection with the $2,000,000 Convertible Debenture and the dollar amount you will pay in connection with the $3,500,000
Convertible Debenture.

The Company has made the requested revisions on
page 6 of the Form S-1.

7. File the form of convertible debenture,
securities purchase agreement and registration rights agreement as exhibits to the registration statement. Refer to Item 601(b) of Regulation
S-K.

The Company has filed the form of convertible
debenture, securities purchase agreement and registration rights agreement as Exhibits 10.2, 10.1 and 10.3 to the Form S-1, respectively.

8. In order to make the discussion of dilution
more accessible to investors, please revise the first risk factor on page 10 to include the number of shares currently outstanding and
the number of shares currently held by non-affiliates of the company.

The Company has made the requested revision to
the risk factor.

9. Please include disclosure regarding the
Trigger Events and Events of Default described in the form of convertible debenture, as well as their potential impact on your stockholders
and any risks they pose to your stockholders. Please also disclose any risks associated with the conversion ratio being tied to the market
value of the common stock and being subject to a floor.

The Company has added disclosure regarding the
Trigger Events and Events of Default on pages 6 and 7 of the Form S-1 under the heading Prospectus Summary—Private Placement
of Convertible Debentures—Terms of Convertible Debentures.” Initially there were two Trigger Events, one of which occurs
when the number of shares of the Company’s common stock issued to the Selling Stockholder exceeds 95% of the amount issuable under
a share issuance cap included in the terms of the Convertible Debentures. This Trigger Event has not been described as it has not occurred
and is no longer applicable. Pursuant to the terms of the Convertible Debentures this Trigger Event was eliminated on the effective date
the stockholder approval obtained by the Company to the transactions contemplated by the Private Placement. The effectiveness of this
approval eliminated the Company’s requirement to comply with the Nasdaq 20% Rule and is demonstrated by the Company’s Schedule
14C described above in Comment Response 2.. The Company has also added a risk factor related to the Trigger Event and an Event of Default.
The Company describes the risks associated with the conversion ratio being tied to the market value of the Company’s common stock
in the first two risk factors on pages 10 and 11 of the Form S-1. The Company believes the $0.25 floor is a benefit to investors in that it would limit dilution
to investors voting power and it would be unlikely that the Selling Stockholder would effect a conversion if the market price of the Company’s
common stock is less than the floor price.

We trust that the above is responsive to your
comments.

Should you have any questions relating to the
foregoing or wish to discuss any aspect of the Company’s filing, please contact me at 646-876-0618.

    Sincerely,

    /s/Jeffrey Wofford

    Jeffrey Wofford, Esq.

    Carmel, Milazzo & Feil LLP