8-K
Singularity Future Technology Ltd. (SGLY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported):
April 27, 2022 (April 22, 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 NY 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 (17 CFR §230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR §240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR §240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR §240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| 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 Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 22, 2022, Singularity Future Technology Ltd. (the “Company”) held its annual meeting of shareholders for its fiscal year ended June 30, 2021 (the “Annual Meeting”). Shareholders of an aggregate of 7,963,184 shares of common stock of the Company, constituting 36.22% of the aggregate number of votes entitled to cast at the meeting were present in person or represented by proxy at the meeting. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
| 1. | Election of One Class III Director |
|---|
The following nominee was elected as Class III Director to serve on the Board of Directors until the annual meeting of shareholders for the fiscal year of 2024 or until his successor is duly elected and qualified.
| For | Withhold | Abstain / Broker Non-Votes | |
|---|---|---|---|
| John F. Levy | 5,636,949 | 63,654 | 2,262,581 |
| 2. | Shareholders ratified the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022. | ||
| --- | --- | ||
| For | Against | Abstain | |
| --- | --- | --- | |
| 7,888,095 | 66,742 | 8,347 | |
| 3. | Shareholders approved a nonbinding advisory on compensation of named executive officers. | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 4,653,214 | 65,180 | 982,209 | 2,262,581 |
| 4. | Shareholders approved, on an advisory, non-binding basis, the frequency of advisory votes on named executive officer compensation. | ||
| --- | --- | ||
| Every Year | Every Two Years | Every Three Years | Abstain |
| --- | --- | --- | --- |
| 4,654,097 | 3,454 | 61,688 | 981,364 |
| 5. | Any other business properly coming before the meeting. | ||
| --- | --- | ||
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 4,634,226 | 83,556 | 982,821 | 2,262,581 |
Item 8.01 Other
Events
At the shareholder meeting, the Company’s Chief Executive Officer Yang JIE provided an update on the status of its mining equipment sale agreement.
As filed on January 11, 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. 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. On January 14, 2022, Thor received the advanced payment of $40,000,000 for the first order.
Mr. JIE confirmed that the first batch from the first order is in the process of being delivered to the Buyer.
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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: April 27, 2022
| SINGULARITY FUTURE TECHNOLOGY LTD. | |
|---|---|
| By: | /s/ Yang Jie |
| Name: | Yang Jie |
| Title: | Chief Executive Officer |
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