Singularity amends $30M deal with $0.001 warrants

Singularity Future Technology Ltd. (SGLY) describes an amendment to a previously agreed private securities purchase transaction with eighteen non‑U.S. investors.

Rhea-AI Filing Summary

Singularity Future Technology Ltd. (SGLY) describes an amendment to a previously agreed private securities purchase transaction with eighteen non‑U.S. investors. The original June 19, 2025 agreement covered 2,299,212 post‑reverse‑split units, each consisting of one common share and three warrants, for approximately $30 million in gross proceeds under Regulation S.

On August 12, 2026, the company and the investors agreed that the warrants will be replaced by Amended and Restated Warrants, each exercisable for one common share at an exercise price of $0.001, with issuance expressly subject to shareholder approval. On the same date the company issued 2,299,212 common shares to the investors under Regulation S; the amended warrants will only be issued if the requisite shareholder approval is obtained.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Units agreed to be sold (post‑split): 2,299,212 units Gross proceeds from Offering: $30 million Warrants per Unit: 3 warrants per Unit +4 more

7 metrics

Units agreed to be sold (post‑split) 2,299,212 units Aggregate units under the June 19, 2025 securities purchase agreement on a post‑1:14‑reverse‑split basis

Gross proceeds from Offering $30 million Approximate gross proceeds from the private placement to eighteen non‑U.S. investors under Regulation S

Warrants per Unit 3 warrants per Unit Each Unit consists of one common share and three warrants under the securities purchase agreement

Original warrant exercise price (pre‑split) $1.165 Initial exercise price per warrant before giving effect to the 1:14 reverse split

Original warrant exercise price (post‑split) $16.310 Initial exercise price per warrant on a post‑1:14‑reverse‑split basis

Amended warrant exercise price $0.001 Exercise price per share under each Amended and Restated Warrant, subject to shareholder approval

Shares issued on August 12, 2026 2,299,212 shares Common shares issued to the investors in reliance on the Regulation S exemption

Key Terms

securities purchase agreement, Regulation S, reverse-split basis, Amended and Restated Warrants, +1 more

5 terms

securities purchase agreement financial

"entered into a securities purchase agreement (the “SPA”) with eighteen investors"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Regulation S regulatory

"non-U.S. Persons as defined in Regulation S of the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

reverse-split basis financial

"2,299,212 units on the post-1:14-reverse-split basis"

Amended and Restated Warrants financial

"issue amended and restated warrants (the “Amended and Restated Warrants”)"

unregistered sales of equity securities regulatory

"Item 3.02. Unregistered sales of equity securities."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What material agreement did Singularity Future Technology Ltd. (SGLY) report on August 12, 2026?

Singularity Future Technology Ltd. reported an amendment to its June 19, 2025 securities purchase agreement with eighteen non‑U.S. investors. The amendment provides for Amended and Restated Warrants, each exercisable for one common share at an exercise price of $0.001, subject to shareholder approval.

How many units were sold under SGLY’s securities purchase agreement and what did each unit include?

The company agreed to sell 2,299,212 units on a post‑1:14‑reverse‑split basis. Each unit consists of one share of common stock and three warrants. The transaction was structured as a private placement to certain non‑U.S. persons under Regulation S for about $30 million in gross proceeds.

What is the exercise price of SGLY’s Amended and Restated Warrants?

Each Amended and Restated Warrant is exercisable to purchase one share of common stock at an exercise price of $0.001. These amended warrants will only be issued if the company obtains the requisite shareholder approval, as described in the agreement with the investors.

Did Singularity Future Technology Ltd. (SGLY) issue any shares on August 12, 2026?

Yes. On August 12, 2026, the company issued 2,299,212 shares of common stock to the investors. The issuance relied on the Regulation S exemption from registration for offers and sales to certain non‑U.S. persons in a private placement.

Are the Amended and Restated Warrants of SGLY currently outstanding?

No. The Amended and Restated Warrants have not been issued and will not be issued unless and until the company obtains the requisite shareholder approval. Only the common shares associated with the units were issued on August 12, 2026.

What was the original warrant exercise price in SGLY’s securities purchase agreement?

Under the original agreement, each warrant was initially exercisable to purchase one share of common stock at an exercise price of $1.165, or $16.310 on a post‑1:14‑reverse‑split basis. These original warrants are to be replaced by the Amended and Restated Warrants if shareholders approve.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): August 12, 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 1.01. Entry into a Material Definitive Agreement

As previously disclosed, on June 19, 2025, Singularity Future Technology Ltd. (the “Company”) entered into a securities purchase agreement (the “SPA”) with eighteen investors (the “Investors”), under which the Company agreed to sell to the investors an aggregate of 32,188,841 units, or 2,299,212 units on the post-1:14-reverse-split basis (the “Unit”), each Unit consisting of one share of the Company’s common stock, without par value (the “Common Stock”) and three warrants, with each warrant initially exercisable to purchase one share of the Common Stock at an exercise price of $1.165, or $16.310 on the post-1:14-reverse-split basis (the “Warrants”), in a private placement to certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, as amended (“Regulation S”), for gross proceeds of approximately $30 million (the “Offering”).

On August 12, 2026, the Company and the Investors entered into an amendment to the SPA (the “Amendment to SPA”), pursuant to which the Company agreed to issue amended and restated warrants (the “Amended and Restated Warrants”), with each Amended and Restated Warrant exercisable to purchase one share of the Common Stock at an exercise price of $0.001. The issuance of the Amended and Restated Warrants is subject to the approval of the Company’s shareholders.

On August 12, 2026, the Company issued 2,299,212 shares of the Common Stock to the Investors in reliance on the exemption from registration provided by Regulation S. The Amended and Restated Warrants have not been issued and will not be issued unless and until the requisite shareholder approval is obtained.

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 Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Document
10.1		Form of the Amendment to SPA
10.2		Form of the Amended and Restated Warrant
104		Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL.

1

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: August 18, 2026	Singularity Future Technology Ltd.
	By:	/s/ Jia Yang
	Name:	Jia Yang
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 FORM OF THE AMENDMENT TO SPA 14.7 KB
• EX-10.2 FORM OF THE AMENDED AND RESTATED WARRANT 69.4 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB