Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 18, 2023

SINGULARITY FUTURE TECHNOLOGY LTD.

(Exact name of registrant as specified in its charter)

Virginia		001-34024		11-3588546
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer 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 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 5.07 Submission of Matters to a Vote of Security Holders.

On October 18, 2022, Singularity Future Technology Ltd. (the “Company”) held its annual meeting of shareholders for its fiscal year ended June 30, 2022. The voting results for each matter submitted to a vote at the meeting are as follows:

Election of Two Class I Directors

Each of the following nominees was elected as a Class I Director to serve on the Board of Directors of the Company (the “Board”) until the annual meeting of shareholders for the fiscal year of 2025 or until his or her successor is duly elected and qualified.

	For		Against		Abstain / Withhold
Ziyuan Liu		12,056,394		501,131		265,166
Xu Zhao		12,054,906		501,130		266,655

The shareholders granted discretionary authority to the Board to amend the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the common stock of the Company within the range of 1-2 to 1-10 shares to be determined by the Board and with the reverse stock split to be effective at such time and date, if at all, as determined by the Board, but not later than the first anniversary of its approval by the shareholders of the Company.

For		Against		Abstain
12,650,906		684,827		2,793

Shareholders approved, on an advisory, non-binding basis, the Company’s executive compensation.

For		Against		Abstain
12,719,961		684,893		16,126

Shareholders approved, on an advisory, non-binding basis, the frequency of the advisory votes on the Company’s executive compensation.

Every Year		Every Two Years		Every Three Years		Abstain
12,145,514		7,226		7,857		671,170

Shareholders ratified the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2023.

For		Against		Abstain
12,733,358		684,827		2,793

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 20, 2023	Singularity Future Technology Ltd.

	By:	/s/ Ziyuan Liu
	Name:	Ziyuan Liu
	Title:	Chief Executive Officer

Cover	Oct. 18, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2023
Entity File Number	001-34024
Entity Registrant Name	SINGULARITY FUTURE TECHNOLOGY LTD.
Entity Central Index Key	0001422892
Entity Tax Identification Number	11-3588546
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	98 Cutter Mill Road
Entity Address, Address Line Two	Suite 322
Entity Address, City or Town	Great Neck
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11021
City Area Code	718
Local Phone Number	888-1814
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, no par value
Trading Symbol	SGLY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false