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Singularity Future Tech Ltd SEC Filings

SGLY Nasdaq

Welcome to our dedicated page for Singularity Future Tech SEC filings (Ticker: SGLY), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

Singularity Future Technology Ltd. (Nasdaq: SGLY) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed insight into its business as a global logistics integrated solution provider and its capital markets activity. This page aggregates those SEC filings and pairs them with AI-powered summaries to help readers understand the key points in each document.

Through its annual reports on Form 10-K and proxy statements, Singularity describes its history as a logistics and ship management services company founded in 2001, its evolution into a logistics integrated solution provider, and its focus on freight logistics services and logistical support for steel, e-commerce, blockchain and crypto mining clients. Proxy materials, such as the definitive proxy statement for the November 7, 2025 special meeting, outline proposals for warrant issuances, unit issuances in private placements to non-U.S. persons, and settlement share issuances related to securities litigation, along with voting procedures and shareholder rights.

Current reports on Form 8-K are particularly important for tracking material events affecting SGLY. Recent 8-K filings disclose Nasdaq notices regarding compliance with the $1 minimum bid price requirement, equity financing transactions under Regulation S, changes in board composition, shareholder meeting results, and the execution of a binding term sheet for a proposed settlement of a putative securities class action. Earlier 8-K filings and press releases also discuss Nasdaq delinquency notices related to periodic filings, reverse stock split actions, and subpoenas from U.S. authorities.

For investors and analysts, this filings page highlights where to find information on Singularity’s capital structure, including registered direct offerings under a Form S-3 shelf registration statement, private placements of units with warrants, and settlement-related share issuances. It also points to governance and compensation details contained in proxy statements, as well as risk and legal proceedings disclosures in periodic reports.

Stock Titan’s interface surfaces these filings in real time as they are posted to EDGAR and applies AI-generated explanations to complex documents. Users can quickly see the main terms of securities purchase agreements, the implications of Nasdaq notices, the scope of legal settlements, and the outcomes of shareholder votes without reading every page. For deeper research, the full text of each Form 10-K, 10-Q, 8-K, DEF 14A and related exhibits remains available, allowing readers to move from high-level AI summaries to the underlying regulatory documents as needed.

Rhea-AI Summary

Singularity Future Technology Ltd. (SGLY) disclosed that it received a Nasdaq staff determination notice on November 19, 2025 stating that its common stock no longer meets the $1.00 minimum bid price requirement for continued listing on The Nasdaq Capital Market, after trading below that level for 30 consecutive business days. The notice does not immediately affect the stock’s listing. The company has an initial 180-day compliance period, until May 18, 2026, during which its closing bid price must be at or above $1.00 for at least ten consecutive business days to regain compliance.

If it does not regain compliance by that date, the company may qualify for an additional 180-day period if it meets other Nasdaq listing standards and notifies Nasdaq of its plan to cure the deficiency, which may include a reverse stock split. Failure to regain compliance could lead to a delisting determination, which the company would be able to appeal to a Nasdaq Hearings Panel. The company states that it intends to monitor its share price and may consider available options to meet Nasdaq’s bid price rule.

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Singularity Future Technology Ltd. (SGLY) reported shareholder voting results from a special meeting held on November 7, 2025 in Hong Kong. The company disclosed vote tallies for three matters. The first received 3,112,931 votes For, 28,075 Against, and 17,930 Abstain. The second received 3,108,709 For, 32,122 Against, and 18,106 Abstain. The third received 3,133,236 For, 6,920 Against, and 18,781 Abstain. These figures reflect the shareholders’ recorded votes on the matters presented.

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Singularity Future Technology (SGLY) announced board changes. On November 7, 2025, three directors—Ping Li, Mhlengi Prevail Mafu, and Lirong Huang—resigned from the company’s board, effective immediately. The company stated the resignations were not the result of any disagreement with the company on its operations, policies, or practices.

The filing focuses solely on these departures and the company’s confirmation that they were amicable in nature. It was signed by Chief Executive Officer Jia Yang. SGLY’s common stock continues to trade on The Nasdaq Stock Market under the symbol SGLY.

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Singularity Future Technology (SGLY) appointed three independent directors to its Board on October 29, 2025: Ping Li, Mhlengi Prevail Mafu, and Lirong Huang. Each will receive $24,000 in annual compensation under director offer letters.

The company states there are no family relationships with existing officers or directors, and no related-party transactions since the start of the last fiscal year, apart from the offer letters. A form of the Offer Letter was filed as Exhibit 10.1.

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Singularity Future Technology (SGLY) entered a securities purchase agreement to sell 3,000,000 shares of common stock at $0.70 per share in a private placement to non‑U.S. persons under Regulation S, for an aggregate purchase price of approximately $2.1 million.

The transaction closed on October 20, 2025 after closing conditions were met, and the shares were issued in reliance on Regulation S. The company currently intends to use the net proceeds for working capital and general corporate purposes.

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Singularity Future Technology Ltd. (SGLY) called a special shareholder meeting to approve significant equity issuances. The agenda seeks approval to issue 1,700,000 warrants, each initially exercisable for one common share at $6.07 per share, tied to a November 15, 2023 subscription agreement as amended. It also asks shareholders to approve 32,188,841 units, each unit consisting of one common share and three warrants initially exercisable at $1.165 per share, under a June 19, 2025 private placement to non‑U.S. Persons for an aggregate purchase price of $30 million, subject to closing conditions including shareholder approval.

The meeting also proposes issuing up to 6,500,000 freely tradable settlement shares under a May 29, 2025 term sheet resolving a putative class action, with a put option allowing sales back to the company at $0.85 per share under defined conditions and subject to court approval under Section 3(a)(10). Stockholders of record as of October 21, 2025 may vote. Shares outstanding were 7,293,492 as of the record date. The Board recommends voting “FOR” all proposals.

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Singularity Future Technology (Nasdaq: SGLY) filed its annual report, outlining a logistics-focused business with new-energy ambitions and significant financing and legal developments. The company signed a securities purchase agreement to sell 32,188,841 Reg S units at $0.932 per unit (approx. $30,000,000), each unit including one common share and three five-year warrants exercisable at $1.165, subject to shareholder approval. It also completed a registered direct sale of 700,000 shares at $1.63 for gross proceeds of about $1.14 million.

Singularity reached a class action settlement, subject to court approval, comprising a $3,000,000 cash payment and 6,500,000 freely tradable shares, with a put option at $0.85 per share and a dedicated $3,250,000 escrow. The court also issued a temporary restraining order requiring specified fund transfers and reporting. Separately, an SEC cease-and-desist order imposes a $350,000 penalty and remediation undertakings by June 30, 2026, with a potential additional $1,000,000 penalty for noncompliance. Operationally, revenue is concentrated: Chongqing Iron & Steel Ltd. accounted for 94.4% of fiscal 2025 revenue. Shares outstanding were 4,203,492 as of October 13, 2025.

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Singularity Future Technology Ltd. is asking shareholders to approve three related issuances and related meeting actions. The board seeks approval to issue 1,700,000 warrants exercisable at $6.07 per share under a subscription agreement dated November 15, 2023; to issue 32,188,841 units (each unit = one share plus three warrants) under a securities purchase agreement dated June 19, 2025 in a private placement to certain non-U.S. persons; and to issue up to 6,500,000 unrestricted shares under a term sheet dated May 29, 2025 to plaintiffs in the action Crivellaro v. Singularity Future Technology Ltd. The board recommends shareholders vote FOR all proposals. The proxy describes voting mechanics (abstentions count as against; broker non-votes have no effect) and instructions for attending and voting at a special meeting.

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Singularity Future Technology Ltd. (NASDAQ: SGLY) has released a Preliminary Proxy Statement (Schedule 14A) to solicit shareholder votes for a Special Meeting expected in 2025. The filing outlines five proposals that require shareholder approval.

Proposal 1 – Redomicile Merger: The Company seeks to merge with its wholly-owned British Virgin Islands subsidiary, Artificial Intelligence Regeneration Technology Co., Ltd. ("SGLY BVI"). SGLY BVI would be the surviving legal entity, with the parent company ceasing to exist under Virginia law.

Proposal 2 – Warrants (Nov 15 2023 Subscription Agreement): Authorization to issue 1,700,000 warrants, each initially exercisable for one common share at an exercise price of $6.07.

Proposal 3 – Private Placement Units (June 19 2025 Securities Purchase Agreement): Approval to issue 32,188,841 units to non-U.S. investors. Each unit consists of one common share and three 2025 warrants, potentially adding the same number of shares plus 96,566,523 additional shares upon future warrant exercise.

Proposal 4 – Litigation Settlement Shares: Authorization to issue up to 6,500,000 unrestricted common shares to settle the Crivellaro v. Singularity Future Technology Ltd. lawsuit.

Proposal 5 – Other Business: Standard authority to transact additional business that may properly come before the meeting.

Shareholders of record on a future record date (to be announced) will be entitled to vote. Voting can be completed in person, by telephone, Internet, mail, or fax. The proxy materials, including the Company’s Form 10-K (filed Oct 15 2024), are available at www.singularity.us.

Key Investor Takeaways:

  • The combined proposals could significantly increase the share count and introduce large warrant overhang, implying substantial potential dilution for existing holders.
  • The redomicile to the BVI may affect governance and legal framework, but no specific advantages or tax implications are detailed in the filing.
  • No cash flow, revenue, or earnings information is included in this proxy; the focus is solely on corporate actions requiring shareholder approval.

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FAQ

What is the current stock price of Singularity Future Tech (SGLY)?

The current stock price of Singularity Future Tech (SGLY) is $0.43 as of February 6, 2026.

What is the market cap of Singularity Future Tech (SGLY)?

The market cap of Singularity Future Tech (SGLY) is approximately 3.1M.
Singularity Future Tech Ltd

Nasdaq:SGLY

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SGLY Stock Data

3.05M
7.29M
2.6%
0.68%
Integrated Freight & Logistics
Arrangement of Transportation of Freight & Cargo
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