Singularity Future Tech Ltd SEC Filings

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.

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.

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.

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.

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.