8-K
Singularity Future Technology Ltd. (SGLY)
UNITED
STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): January 11, 2022 (January 6, 2022)
SINGULARITY
FUTURE TECHNOLOGY LTD.
(Exact name of Registrant as specified in charter)
| Virginia | 001-34024 | 11-3588546 |
|---|---|---|
| (State or other jurisdiction<br><br>of Incorporation) | (Commission File No.) | (IRS Employer<br><br>Identification No.) |
98 Cutter Mill Road, Suite 322
Great
Neck New York 11021
(Address of principal executive offices) (Zip Code)
Registrant’s telephone
number, including area code: (718) 888-1814
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant<br>to Rule 425 under the Securities Act (17CFR230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on whichregistered |
|---|---|---|
| Common Stock, no par value | SGLY | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange
Item 1.01 Entry into a Material DefinitiveAgreement.
Amendment to the Current Report on Form 8-K filed on January 6, 2022
On January 6, 2022, Singularity Future Technology Ltd. (formerly known as Sino-Global Shipping America, Ltd.) (the “Company”) entered into Warrant Purchase Agreements with certain warrant holders (the “Sellers”) pursuant to which the Company agreed to buy back an aggregate of 3,870,800 warrants (the “Warrants”) from the Sellers, and the Sellers agreed to sell the Warrants back to the Company. These Warrants were sold to these Sellers in three previous transactions that closed on February 11, 2021, February 10, 2021, and March 14, 2018. The purchase price for each Warrant is $2.00. Following announcement of the Warrant Purchase Agreement, on January 6, 2022 the Company agreed to repurchase an additional 103,200 shares from other Sellers on the same terms as the previously announced Warrant Purchase Agreements. The aggregate number of shares repurchased under the Warrant Purchase Agreements was 3,974,000.
On January 7, 2022, the Company wired the purchase price to each Seller. Each Seller has agreed to deliver the Warrant to the Company for cancellation as soon as practicable following the closing date, but in no event later than January 13, 2022. The Warrants are deemed cancelled upon the receipt by the Sellers of the purchase price.
The Company issued a press release announcing the completion of the repurchase of 3,974,000 shares.
New sales agreement
On January 10, 2022, the Company’s joint venture, Thor Miner Inc (“Thor”), entered into a Purchase and Sale Agreement with SOS Information Technology New York Inc. (the “Buyer”). Pursuant to the Purchase and Sale Agreement, Thor agreed to sell and the Buyer agreed to purchase certain cryptocurrency mining hardware and other equipment. The total amount of the Purchase and Sale Agreement is $200,000,000. Thor and the Buyer agreed that the Buyer shall make payment equal to 50% of the total purchase price within 5 days after the execution of the Purchase and Sale Agreement, and the remaining 50% for each order shall be paid at least seven (7) calendar days before the shipment.
Item 9.01 Financial Statementsand Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated January 11, 2022 announcing the completion of the repurchase of 3,974, 000 shares |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: January 11, 2022
| Singularity Future Technology Ltd.<br><br> <br>(formerly known as Sino-Global Shipping America, Ltd.) | |
|---|---|
| By: | /s/ Yang Jie |
| Name: | Yang Jie |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Singularity Future Technology Closes UpsizedWarrant Purchase Agreement
Great Neck, N.Y., January 11, 2022 –Singularity Future Technology Ltd. (formerly known as Sino-Global Shipping America, Ltd.) (the “Company”) (NASDAQ: SGLY) announced it closed an upsized warrant purchase agreement.
Chief Executive Officer, Mr. Yang “Leo” Jie, commented, “We were able to take advantage of our healthy financial position to facilitate this transaction, which will streamline our capital structure and benefit shareholders. Our focus remains on driving sustainable revenue and profit growth, as we execute on our business diversification and growth efforts in cryptocurrency and other new markets.”
On January 6, 2022, the Company entered into a Warrant Purchase Agreements with certain warrant holders (the “Sellers”) pursuant to which the Company agreed to buy back an aggregate of 3,870,800 warrants (the “Warrants”) from the Sellers, and the Sellers agreed to sell the Warrants back to the Company. These Warrants were sold to these Sellers in three previous transactions that closed on February 11, 2021, February 10, 2021, and March 14, 2018. The purchase price for each Warrant is $2.00. Following announcement of the Warrant Purchase Agreements, on January 6, 2022, the Company agreed to repurchase an additional 103, 200 shares from other Sellers on the same terms as the previously announced Warrant Purchase Agreement. The aggregate number of shares repurchased under the Warrant Purchase Agreements was 3,974,000.
On January 7, 2022, the Company wired the purchase price to each Seller. Each Seller has agreed to deliver the Warrant to the Company for cancellation as soon as practicable following the closing date, but in no event later than January 13, 2022. The Warrants are deemed cancelled upon the receipt by the Sellers of the purchase price.
About Singularity Future Technology Ltd.(NASDAQ: SGLY)
Founded in the United States in 2001, Singularity Future Technology Ltd. (formerly known as Sino-Global Shipping America, Ltd.) has been diversifying into the cryptocurrency market, while continuing to support and grow its shipping, chartering, logistics and related services business. Headquartered in New York, The Company has offices in Mainland China and United States . Additional information about the Company can be found on the Company's corporate website at www.sino-global.net.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include SGLY's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. In addition, there is uncertainty about the spread of the COVID-19 virus and the impact it will have on SGLY's operations, the demand for SGLY's products and services, global supply chains and economic activity in general. Moreover, the value of cryptocurrencies may fluctuate significantly over time, and the success of the JV and its products are not assured. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Additional information concerning these and other factors that may impact our expectations and projections will be found in our periodic filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. SGLY's SEC filings are available publicly on the SEC's website at www.sec.gov. SGLY disclaims any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.
For more information, please contact:
David Pasquale
Global IR Partners
New York Office Phone: +1-914-337-8801
SGLY@globalirpartners.com