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): November 15, 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 1.01. Entry into a Material Definitive Agreement.
On November 15, 2023, Singularity Future Technology Ltd. (the “Company”) entered into a Subscription Agreement with ten individual investors, under which the Company agrees to sell to the investors an aggregate of 17,000,000 shares of its 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, at an aggregate price at US$9,860,000 in a private placement. The issuance of the securities is subject to Nasdaq’s authorization as well as other approvals if required under any other applicable rules. A copy of the Subscription Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with the private placement, the Company will issue a warrant to each of the investors.
Item 3.02. Unregistered sales of equity securities.
The disclosure set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
Exhibit No | Document | |
10.1 | Subscription Agreement dated November 15, 2023 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: November 21, 2023 | Singularity Future Technology Ltd. | |
By: | /s/ Ziyuan Liu | |
Name: | Ziyuan Liu | |
Title: | Chief Executive Officer |
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