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): January 26, 2024

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, NY11021

(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 1.01. Entry into a Material Definitive Agreement.

As previously reported, on November 15, 2023, Singularity Future Technology Ltd. (the “Company”) entered into a Subscription Agreement with ten individual investors (the “Investors”), under which the Company agreed to sell to the Investors an aggregate of 17,000,000 shares of its common stock (the “Common Stock”) and 17,000,000 warrants, with each warrant initially exercisable to purchase one share of Common Stock at an exercise price of $0.607 per share (each a “Warrant” and collectively, “Warrants”), at an aggregate price of US$9,860,000 in a private placement.

On January 26, 2024, the Company entered into an Amendment to Subscription Agreement (the “Amendment”) with the Investors. The Amendment provides, among other things, that Nasdaq’s authorization shall have been obtained for the issuance of the securities under the Subscription Agreement and the Company stockholders’ approval shall have been obtained before the Warrants are issued to the Investors.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, the form of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No		Document
4.1		Amendment to Subscription Agreement dated January 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 30, 2024	Singularity Future Technology Ltd.

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

Exhibit 4.1

AMENDMENT to Subscription Agreement

This Amendment to Subscription Agreement (this “Agreement”) is made and entered into as of January 26, 2024, by and among Singularity Future Technology Ltd., a Virginia company (the “Company”), and each of the Purchasers under the Original Agreement (as defined below). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Original Agreement.

RECITALS

WHEREAS, Parties are parties to that certain Subscription Agreement dated as of November 15, 2023 (the “Original Agreement”), where the Company offers an aggregate of 17,000,000 shares of its Common Stock (the “Shares”) and 17,000,000 warrants, with each warrant initially exercisable to purchase one share of Common Stock at an exercise price of $0.607 per share (the “Warrants”) to the Purchasers in a place placement in the form of Units, with each unit of Securities comprised of one Share and one Warrant;

WHEREAS, the Parties desire to amend certain terms and conditions of the Original Agreement;

WHEREAS, pursuant to Section 5(l) of the Original Agreement, amendments to the Original Agreement shall require prior written consent of the Company and each of the Purchasers; and

WHEREAS, the undersigned constitute all parties to the Original Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

1. Amendment. The Parties hereby agree to amend the Original Agreement (as amended by this Agreement, the “Amended Agreement”) as follows:

(1) A new Section 1(b)(iii) is hereby added to read as follows:

“(iii) Nasdaq’s authorization shall have been obtained for the issuance of the Securities. Furthermore, an approval of the issuance of the Warrants by the Company’s stockholders shall have been obtained before the Warrants are issued to the Purchasers. The closing conditions in this Section 1(b)(iii) are not waivable and may not be waived by any party hereto.”

(2) Section 3(j) is hereby amended and restated in its entirety to read as follows:

“(j) Absence of Litigation. Except as disclosed in the reports, statements and other documents required to be filed by the Company with the U.S. Securities and Exchange Commission, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.”

2. Reference to and Effect on the Original Agreement. On or after the date hereof, each reference in the Original Agreement to “this Agreement,” “hereunder,” “herein” or words of like import shall mean and be a reference to the Original Agreement as amended hereby. No reference to this Agreement need be made in any instrument or document at any time referring to the Original Agreement, a reference to the Original Agreement in any of such to be deemed a reference to the Amended Agreement.

3. No Other Amendments. Except as set forth herein, the Original Agreement shall remain in full force and effect in accordance with its terms, which such terms are hereby ratified and confirmed and remain in full force and effect.

4. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

5. Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

6. Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights of obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York without regard to its choice of laws principles. Any unresolved controversy or claim arising out of this Agreement will be governed in accordance with the provisions of the Original Agreement.

7. Representation by Counsel. Each of the parties hereto has been represented or has had the opportunity to be represented by legal counsel of their own choice.

(Signature Pages Follow)

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

COMPANY:

SINGULARITY FUTURE TECHNOLOGY LTD.

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

IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

	PURCHASER:

	Ruiyang Wang

	/s/ Ruiyang Wang

	Yaqian Du

	/s/ Yaqian Du

	Jingjing Tan

	/s/ Jingjing Tan

	Siqi Wang

	/s/ SIQI WANG

	Shenshen Luo

	/s/ SHENSHEN LUO

	Guangjun Du

	/s/ Guangjun Du

	Yifan Li

	/s/ YIFAN LI

	Shengnan Xia

	/s/ Shengnan Xia

	Peiqi Chen

	/s/ PEIQI CHEN

	Zipei Wu

	/s/ ZIPEI WU

	Yaqian Du

	/s/ YAQIAN DU

Cover	Jan. 26, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 26, 2024
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