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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 19, 2026
| 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.) |
48 Wall Street, Suite 1100
New York, NY 10005
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (702) 849-4548
| 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.
As previously disclosed,
on November 19, 2025, Singularity Future Technology Ltd. (the “Company”) received a staff determination notice (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), informing the Company that its common
stock, no par value (the “Common Stock”), fails to comply with the $1 minimum bid price required for continued listing on
The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) for the 30 consecutive business days prior to the date of the Notice. Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with an initial compliance period of 180 calendar days, or until May 18,
2026, to regain compliance with the minimum bid price requirement.
On May 19, 2026, the
Company was granted an additional 180-day compliance period, or until November 16, 2026 (the “Compliance Date”), to regain
compliance with the minimum bid price requirement, based on the Company’s compliance with all other continued listing requirements for
the Nasdaq Capital Market, except for the bid price requirement, and the fact the Company provided written notice to Nasdaq of its intention
to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
To regain compliance,
the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to
the Compliance Date. If the Company does not regain compliance by the Compliance Date, Nasdaq will provide written notification that the
Company’s securities are subject to delisting. At that time, the Company would have the right to appeal the determination to a Nasdaq
Hearings Panel.
The Company intends to
monitor the closing bid price of the Common Stock and may, if appropriate, consider implementing available options to regain compliance
with the minimum bid price requirement under the Nasdaq Listing Rules.
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: May 20, 2026 |
Singularity Future Technology Ltd. |
| |
|
|
| |
By: |
/s/ Jia Yang |
| |
Name: |
Jia Yang |
| |
Title: |
Chief Executive Officer |