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):
November 16, 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
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)) |
| --- | --- |
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 | 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 8.01 Other Events.
On November 16, 2022, Singularity Future Technology Ltd. (the “Company”) issued a press release announcing an update with respect to the Company’s business and other matters. A copy of the press release is furnished as Exhibit 99.1 hereto. The information in this Item 8.01 and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated November 16, 2022. |
| 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: November 16, 2022
| SINGULARITY FUTURE TECHNOLOGY LTD. | |
|---|---|
| By: | /s/ Jing Shan |
| Name: | Jing Shan |
| Title: | Chief Operating Officer |
2
Exhibit 99.1
Singularity Future Technology Announces Update Related to SpecialCommittee Investigation
Great Neck, N.Y., November 16, 2022 – Singularity Future Technology Ltd. (“Singularity” or the “Company”) (Nasdaq: SGLY) announced an update with respect to the Company’s business and other matters.
The Company has received subpoenas from the United States Attorney’s Office for the Southern District of New York and the United States Securities and Exchange Commission. The Company is complying with these subpoenas and fully cooperating with these governmental entities. Additionally, the special Committee of the Company’s Board of Directors is continuing to investigate the claims raised by Hindenburg Research on May 5, 2022 and other related matters.
The special committee anticipates that the fact-finding portion of investigation will be completed on or before December 31, 2022.
About Singularity Future Technology Ltd. (Nasdaq: SGLY)
On January 3, 2022, the Company changed its name from Sino-Global Shipping America, Ltd. to Singularity Future Technology Ltd. (Nasdaq: SGLY). Singularity is a logistics integrated solution provider, primarily focused on providing logistics, resources, equipment and other logistical support to blockchain and crypto mining businesses. Since 2020, the Company has worked to capitalize on its experience in global logistics management to develop a presence in the blockchain supply management area. At present, Singularity distributes, sells and markets crypto mining machines through its Thor Miner joint venture and maintains a warehouse providing inventory control and management services in Houston, TX.
Forward-Looking Statements
Certain statements made herein that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). While the Company’s management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to materially differ from such statements. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertake no obligation to, update or revise any forward-looking statement.
For more information, please contact:
IR@singularity.us
Phone number: 718-888-1814