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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):
October 29, 2025
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 5.02. Departure of Directors or Certain
Officers; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers
On
October 29, 2025, the board of directors (the “Board”) of Singularity Future Technology Ltd. (the “Company”)
appointed Ping Li, Mhlengi Prevail Mafu and Lirong Huang as independent directors of the Board.
In connection with this appointment, the Company
extended to each of Ping Li, Mhlengi Prevail Mafu and Lirong Huang a director offer letter (the “Offer Letter”), pursuant
to which each of Ping Li, Mhlengi Prevail Mafu and Lirong Huang will receive an annual compensation of $24,000 for their services as the
independent directors of the Board.
Ms.
Ping Li is a results-driven administrative and human resource profession with 6 years of comprehensive experience. Ms. Li has been working
as the AI project manager in Beijing Yili E-commerce Co., Ltd. since November 2024, leading a 7-member team to establish a full-cycle
management framework for e-commerce AI projects and developing an AI risk early-warning model to address major promotion fluctuations
and data integration challenges. Ms. Li worked as the office secretary and then as the administrative manager in Chengdu Handu Technology
Co., Ltd. in Beijing from February 2023 to October 2024. Her
responsibilities include coordinating administrative functions across five cities for an e-commerce company with over 300 employees, and
directing end-to-end workplace relocation, including site selection, renovation and seamless onboarding. Before that Ms. Li worked as
the administrative supervisor in Beijing Sany Zhongli Construction Machinery Co., Ltd. in Beijing from October 2020 to January 2023, where
her responsibilities include managing administrative operations across three cities for a firm with over 300 employees and handling external
coordination, high-level business receptions and logistical support for trade fairs. Ms. Li received her bachelor’s degree in horticulture
from Hebei Normal University of Science & Technology in 2018.
Mhlengi
Prevail Mafu is a highly motivated international sales professional with strong expertise in global trade. Ms. Mafu has been working
as the AI transformation advisor in Beijing Technology Company since November 2024, advising on AI-driven digital transformation strategies,
conducting research on AI applications, and guiding cross-functional teams in integrating scalable solutions. Ms. Mafu worked as the
foreign sales manager in Beijing Trading Company from March 2022
to December 2024. Her responsibilities include expanding the African market, developing distribution network and onboarding over 20 local
enterprise clients, and managing full export operations, such as pricing, negotiation, logistics and aftersales. Ms. Mafa worked as the
sales assistant in Beijing Technology Company from January
2021 to February 2022. Her responsibilities include assisting sales order coordination and contract processing, conducting market research,
and maintaining customer data. Ms. Mafu received her bachelor’s degree in international economics and trade from China West Normal
University in June 2021, and her master’s degree in accounting from Wuhan Textile University in June 2025.
Lirong
Huang worked as the general manager and engineer in Beijing Jinfang Times Technology Co., Ltd. from March 2019 to September 2025,
specializing in natural language processing and large language model applications. From May 2008 to February 2019, Ms. Huang worked
as the human resource manager in Beijing Yunbaixun Technology Co., Ltd. Her responsibilities include leading collaborations between
universities and enterprises in computer science, establishing efficient campus recruitment channels to bring in key talents, and
designing and implementing a new employee training system covering corporate culture, business skills, and career development. Ms.
Huang received her bachelor’s degree in international commerce from Beijing Applied Technology
University.
There
is no family relationship between Ping Li, Mhlengi Prevail Mafu and Lirong Huang and any of our other officers and directors. Except for
the Offer Letters described above, each of Ping Li, Mhlengi Prevail Mafu and Lirong Huang has not had any transaction with the Company
since the beginning of our last fiscal year.
The foregoing description of the Offer Letter
is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the form
of Offer Letter attached hereto as Exhibit 10.1, which is incorporated herein by this reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of the Offer Letter |
| 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: October 31, 2025 |
Singularity Future Technology Ltd. |
| |
|
|
| |
By: |
/s/ Jia Yang |
| |
Name: |
Jia Yang |
| |
Title: |
Chief Executive Officer |
