Current Report Filing (8-k)
26 5월 2022 - 6:10AM
Edgar (US Regulatory)
0001422892
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0001422892
2022-05-24
2022-05-24
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iso4217:USD
xbrli:shares
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):
May 24, 2022
SINGULARITY FUTURE TECHNOLOGY LTD.
(Exact name of registrant as specified in charter)
Virginia |
|
001-34024 |
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11-3588546 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On May 24, 2022, Singularity Future Technology
Ltd. (the “Company”) received a delinquency notification letter (the “Letter”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the delay in filing the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 (the “Form 10-Q”), the Company is not in compliance with
Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all periodic financial reports with the Securities and
Exchange Commission (the “SEC”).
The Letter states that, the Company has 60 calendar
days to submit a plan addressing how it intends to regain compliance with Nasdaq’s listing rules and, if Nasdaq accepts the Company’s
plan, it may grant an extension of up to 180 calendar days from the original filing due date of the Form 10-Q, or until November 21, 2022,
to regain compliance.
The Company’s management is working diligently
to complete the Form 10-Q and intends to file the Form 10-Q as soon as practicable to regain compliance with the Nasdaq Listing Rule.
Item 7.01 Regulation FD Disclosure.
On May 25, 2022, the Company issued a press release
announcing the Company’s receipt of the Letter. A copy of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K.
The information included in Item 7.01 of this
Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language
in any such filing.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
that are based on management’s beliefs and assumptions and on information currently available to the Company’s management.
Forward-looking statements include statements regarding the Company’s expectations regarding the Company’s ability to file
the Form 10-Q with the SEC and regain compliance with the Nasdaq Listing Rule. Forward-looking statements include statements that are
not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms.
The Company’s actual results and the timing of events could materially differ from those anticipated in such forward-looking statements
as a result of certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report
on Form 10-K for the fiscal year ended June 30, 2021 and other documents on file with the SEC, each of which can be found on the SEC’s
website, www.sec.gov, or the investor relations portion of the Company’s website. Except as required by law, the Company assumes
no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those
anticipated in these forward-looking statements, even if new information becomes available in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: May 25, 2022
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SINGULARITY FUTURE TECHNOLOGY LTD. |
|
|
|
|
By: |
/s/ Tuo Pan |
|
Name: |
Tuo Pan |
|
Title: |
Chief Financial Officer |
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