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Singularity Future Technology Ltd. is asking shareholders to approve several actions at a 2026 special meeting. The key item is approval of issuing 21,520,803 shares of Common Stock at $1.394 per share for gross proceeds of approximately $30 million in a private placement to non‑U.S. investors, under an August 2026 Securities Purchase Agreement. The company plans to use net proceeds to construct and develop an artificial intelligence computing and supercomputing center and for related business development.
Shareholders are also asked to approve issuing 6,897,636 Amended Warrants, each exercisable for one share of Common Stock at an exercise price of $0.001 per share for five years, and the underlying shares. Another proposal would change the company’s name to “Compower Ltd.”. A further proposal authorizes the Board, in its discretion, to implement a reverse stock split of the Common Stock at ratios of 1‑for‑5, 1‑for‑10, or 1‑for‑20, with fractional shares rounded up and no change to the 50,000,000,000 authorized Common Stock.
Singularity Future Technology Ltd. entered into a securities purchase agreement with certain investors on August 12, 2026. The company agrees to sell 21,520,803 shares of common stock at $1.394 per share in a private placement to investors who are “non-U.S. Persons” under Regulation S, for an aggregate purchase price of approximately $30 million.
The transaction is documented in a Securities Purchase Agreement containing customary representations, warranties, and covenants, including confirmations about investor status, absence of undisclosed material adverse effects, and certain legal proceedings disclosures. Closing is subject to specified conditions, including accuracy of representations and warranties and receipt of shareholder approval for the offering.
Singularity Future Technology Ltd. reported that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a $1 minimum bid price for continued listing on The Nasdaq Capital Market. The company had previously fallen below this threshold for 30 consecutive business days and was given an initial 180-day compliance period to May 18, 2026, followed by an additional 180-day period to November 16, 2026.
On August 10, 2026, Nasdaq notified the company that it was back in compliance based on the closing bid price meeting the requirement for 10 consecutive business days from July 27, 2026 to August 7, 2026. Nasdaq has determined that the deficiency matter is now closed, and the company’s common stock remains listed on The Nasdaq Capital Market.
Singularity Future Technology Ltd. is implementing a reverse stock split of its common stock at a 1-for-14 ratio, following prior shareholder approval and a board decision on July 7, 2026. Articles of Amendment filed in Virginia make the split effective at 12:01 a.m. ET on July 27, 2026.
Every fourteen shares will be combined into one, reducing issued and outstanding shares from 12,556,650 to 896,904, with fractional entitlements rounded up to the nearest whole share. Split-adjusted trading on The Nasdaq Capital Market under symbol SGLY, with new CUSIP 82935V406, is expected to begin on July 27, 2026.
Singularity Future Technology Ltd. entered into a securities purchase agreement with certain non-U.S. investors to complete a private placement of 5,263,158 units at $0.38 per Unit, for aggregate gross proceeds of approximately $2,000,000.
Each Unit consists of one share of common stock and three Warrants, for a total of 15,789,474 Warrants. The Warrants are exercisable immediately at an initial exercise price of $0.418 per share, may be exercised cashlessly under specified conditions after one month, and expire five years from issuance. The transaction closed on July 13, 2026, and the shares were issued in reliance on Regulation S exemptions.
Singularity Future Technology Ltd. entered into an Amended Settlement Agreement to resolve a pending federal securities class action for an aggregate cash settlement amount of $5,800,000, subject to Court approval. This includes $2,000,000 already in escrow, with $1,500,000 due within 15 days of execution and the remaining $2,300,000 due within 60 days after the initial payment. If payments are missed, plaintiffs may terminate the settlement and enforce a Confession of Judgment for the unpaid balance. The company states it admits no wrongdoing and views settlement as reducing litigation uncertainty and cost. At its June 30, 2026 annual meeting, shareholders re-elected two Class I directors, ratified Audit Alliance LLP, and approved the 2026 Incentive Plan, a Reverse Stock Split Amendment, and an Increase of Authorized Shares Amendment.
Singularity Future Technology Ltd. is calling an annual meeting on June 30, 2026 in Hong Kong to vote on key governance and capital structure changes. Stockholders will elect two directors, ratify Audit Alliance LLP for the fiscal year ending June 30, 2026, and approve a new 2026 stock incentive plan covering up to 15% of outstanding common shares. They will also consider a reverse stock split of the common stock at a ratio of 1-for-5, 1-for-10, or 1-for-14, primarily to help regain compliance with Nasdaq’s $1.00 minimum bid requirement after an extension through November 16, 2026. Another proposal would increase authorized common shares dramatically from 50,000,000 to 50,000,000,000, significantly expanding capacity for future equity issuance. As of the June 9, 2026 record date, 7,293,492 common shares were issued and outstanding.
Singularity Future Technology Ltd. is soliciting proxies for its 2026 Annual Meeting to vote on director re-elections and five proposals, including ratifying Audit Alliance LLP, approving a 2026 Incentive Plan, authorizing a board‑discretionary reverse stock split at 1-for-5, 1-for-10 or 1-for-14, and increasing authorized common shares from 50,000,000 to 50,000,000,000.
The reverse split is presented as a potential cure for Nasdaq bid‑price noncompliance; Nasdaq granted an extension to November 16, 2026. Audit fees were $280,000 in fiscal 2025 and $376,000 in fiscal 2024. The Board recommends votes "FOR" all proposals.
Singularity Future Technology Ltd. received an additional 180-day extension from Nasdaq to regain compliance with the exchange’s $1.00 minimum bid price requirement for its common stock. The new compliance deadline is November 16, 2026, after the company did not regain compliance within the initial period ending May 18, 2026.
To cure the deficiency, the company’s closing bid price must be at or above $1.00 per share for at least ten consecutive business days before the new deadline. The company has told Nasdaq it may use a reverse stock split, if necessary, and plans to continue monitoring its share price. If it fails to regain compliance by the deadline, its securities may be subject to delisting, though it would have the right to appeal to a Nasdaq Hearings Panel.