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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):
July 6, 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
On July 6, 2026, Singularity
Future Technology Ltd. (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain investors,
under which the Company agreed to sell to the investors an aggregate of 5,263,158 units (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 $0.418 (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 (the “Regulation
S”), at a price of $0.38 per Unit for an aggregate purchase price of approximately $2,000,000 (the “Offering”).
The Warrants are exercisable
immediately upon the date of issuance at an initial exercise price of $0.418, for cash. The Warrants may also be exercised cashlessly
if at any time after the one-month anniversary of the issuance date, there is no effective registration statement registering, or no current
prospectus available for, the resale of the shares of Common Stock underlying the Warrant. The Warrants shall expire five years from its
date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting capitalizations and subdivisions or other
similar transactions.
The parties to the SPA
have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S.
Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (d) the absence of any undisclosed
material adverse effects, and (e) the absence of legal proceedings that affect the completion of the transaction contemplated by the Securities
Purchase Agreement, except as disclosed in the Company’s filings with the SEC.
On July 13, 2026, the
Offering consummated upon satisfying the closing conditions as set forth in the SPA, including, among other things, accuracy of the parties’
representations and warranties. The Company issued an aggregate of 5,263,158 shares of Common Stock (the “Shares”) and 15,789,474
Warrants. The Shares were issued in reliance on the exemption from registration provided by the Regulation S.
The form of the SPA and
the form of the Warrant are attached hereto as Exhibit 10.1 and 10.2 and incorporated herein by reference.
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.
| Exhibit No. |
|
Document |
| 10.1 |
|
Form of the SPA |
| 10.2 |
|
Form of the Warrant |
| 104 |
|
Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL. |
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: July 13, 2026 |
Singularity Future Technology Ltd. |
| |
|
|
| |
By: |
/s/ Jia Yang |
| |
Name: |
Jia Yang |
| |
Title: |
Chief Executive Officer |
