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):
October 29, 2025
SINGULARITY FUTURE TECHNOLOGY LTD.
(Exact name of registrant as specified in its charter)
| Virginia | 001-34024 | 11-3588546 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
48 Wall Street, Suite 1100New York, NY 10005
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(702) 849-4548
Not Applicable
(Former name or former address, if changed since last report)
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 to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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 | The Nasdaq Stock Market LLC |
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 5.02. Departure of Directors or CertainOfficers; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers
On October 29, 2025, the board of directors (the “Board”) of Singularity Future Technology Ltd. (the “Company”) appointed Ping Li, Mhlengi Prevail Mafu and Lirong Huang as independent directors of the Board.
In connection with this appointment, the Company extended to each of Ping Li, Mhlengi Prevail Mafu and Lirong Huang a director offer letter (the “Offer Letter”), pursuant to which each of Ping Li, Mhlengi Prevail Mafu and Lirong Huang will receive an annual compensation of $24,000 for their services as the independent directors of the Board.
Ms. Ping Li is a results-driven administrative and human resource profession with 6 years of comprehensive experience. Ms. Li has been working as the AI project manager in Beijing Yili E-commerce Co., Ltd. since November 2024, leading a 7-member team to establish a full-cycle management framework for e-commerce AI projects and developing an AI risk early-warning model to address major promotion fluctuations and data integration challenges. Ms. Li worked as the office secretary and then as the administrative manager in Chengdu Handu Technology Co., Ltd. in Beijing from February 2023 to October 2024. Her responsibilities include coordinating administrative functions across five cities for an e-commerce company with over 300 employees, and directing end-to-end workplace relocation, including site selection, renovation and seamless onboarding. Before that Ms. Li worked as the administrative supervisor in Beijing Sany Zhongli Construction Machinery Co., Ltd. in Beijing from October 2020 to January 2023, where her responsibilities include managing administrative operations across three cities for a firm with over 300 employees and handling external coordination, high-level business receptions and logistical support for trade fairs. Ms. Li received her bachelor’s degree in horticulture from Hebei Normal University of Science & Technology in 2018.
Mhlengi Prevail Mafu is a highly motivated international sales professional with strong expertise in global trade. Ms. Mafu has been working as the AI transformation advisor in Beijing Technology Company since November 2024, advising on AI-driven digital transformation strategies, conducting research on AI applications, and guiding cross-functional teams in integrating scalable solutions. Ms. Mafu worked as the foreign sales manager in Beijing Trading Company from March 2022 to December 2024. Her responsibilities include expanding the African market, developing distribution network and onboarding over 20 local enterprise clients, and managing full export operations, such as pricing, negotiation, logistics and aftersales. Ms. Mafa worked as the sales assistant in Beijing Technology Company from January 2021 to February 2022. Her responsibilities include assisting sales order coordination and contract processing, conducting market research, and maintaining customer data. Ms. Mafu received her bachelor’s degree in international economics and trade from China West Normal University in June 2021, and her master’s degree in accounting from Wuhan Textile University in June 2025.
Lirong Huang worked as the general manager and engineer in Beijing Jinfang Times Technology Co., Ltd. from March 2019 to September 2025, specializing in natural language processing and large language model applications. From May 2008 to February 2019, Ms. Huang worked as the human resource manager in Beijing Yunbaixun Technology Co., Ltd. Her responsibilities include leading collaborations between universities and enterprises in computer science, establishing efficient campus recruitment channels to bring in key talents, and designing and implementing a new employee training system covering corporate culture, business skills, and career development. Ms. Huang received her bachelor’s degree in international commerce from Beijing Applied Technology University.
There is no family relationship between Ping Li, Mhlengi Prevail Mafu and Lirong Huang and any of our other officers and directors. Except for the Offer Letters described above, each of Ping Li, Mhlengi Prevail Mafu and Lirong Huang has not had any transaction with the Company since the beginning of our last fiscal year.
The foregoing description of the Offer Letter is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the form of Offer Letter attached hereto as Exhibit 10.1, which is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Form of the Offer Letter |
| 104 | Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL. |
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SIGNATURE
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.
| Dated: October 31, 2025 | Singularity Future Technology Ltd. | |
|---|---|---|
| By: | /s/ Jia Yang | |
| Name: | Jia Yang | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
SINGULARITY FUTURE TECHNOLOGY LTD.
48 Wall Street, Suite 1100
New York, NY 10005
October 29, 2025
Re: Director Offer Letter
Dear [ ]:
Singularity Future Technology Ltd., a company incorporated in the State of Virginia (the “Company”), is pleased to offer you a position as a director of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a director of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
**1. Term.**This Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.
**2. Services.**You shall render services as a member of the Board and the Board’s committees set forth on Schedule A attached hereto (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.
3.Compensation. As compensation for your services to the Company, you will receive $24,000 per year. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.
4. NoAssignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.
5. ConfidentialInformation; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:
a. Definition. For purposes of this Agreement the term “Confidential Information” means:
i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or
ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.
iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.
b.Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:
i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;
ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and
iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.
c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.
d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.
e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.
f. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.
6. Terminationand Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.
7. GoverningLaw. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.
8. EntireAgreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.
9. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment and (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought.
10. Notan Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.
**11. Acknowledgement.**You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.
(Signature Page Follows)
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The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.
| Sincerely, | |
|---|---|
| Singularity Future Technology Ltd. | |
| By: | |
| Name: | Jia Yang |
| Title: | Chief Executive Officer and |
| Chairwoman of the Board | |
| AGREED AND ACCEPTED: | |
| --- |
Name:
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Schedule A
The Director is offered to serve as Class [ ] director and in the following Board committee(s):
| Committee | Position (Member/Chairman) |
|---|---|
| Audit Committee | |
| Nominating and Governance Committee | |
| Compensation Committee |