Is SGLY’s August 2026 share sale a registered public offering?

No. The transaction is reported as an unregistered sale of equity securities under Regulation S. The shares are being sold in a private placement to non-U.S. Persons rather than through a registered public offering.

Singularity Future Tech plans $30M share sale

Q: What financing transaction did SGLY announce on August 12, 2026?

Singularity Future Technology Ltd. agreed to a private placement of its common stock, selling 21,520,803 shares at $1.394 per share to certain non-U.S. investors under Regulation S for approximately $30 million of gross proceeds.

Q: How many shares is SGLY selling in the new private placement and at what price?

The company agreed to sell 21,520,803 common shares at a price of $1.394 per share. These shares will be issued in a private placement to investors qualifying as “non-U.S. Persons” under Regulation S of the Securities Act.

Q: What is the total purchase price of SGLY’s August 2026 private placement?

The aggregate purchase price is approximately $30 million. This amount reflects the sale of 21,520,803 shares of Singularity Future Technology Ltd.’s common stock at $1.394 per share to certain non-U.S. investors in a Regulation S offering.

Q: What key conditions must be satisfied before SGLY’s $30 million offering closes?

Closing is conditioned on the accuracy of representations and warranties and receipt of the company’s shareholders’ approval for the offering. Other customary closing conditions in the Securities Purchase Agreement also apply to completing the private placement.

Q: Who are the investors in SGLY’s August 2026 private placement?

The investors are described as “non-U.S. Persons” under Regulation S. They entered into a Securities Purchase Agreement with Singularity Future Technology Ltd. and are acquiring the shares for investment purposes, subject to customary representations and warranties.

Singularity Future Technology Ltd. entered into a securities purchase agreement with certain investors on August 12, 2026.

Filing Impact

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

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.

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

Shares to be issued: 21,520,803 shares Offering price per share: $1.394 per share Aggregate purchase price: $30 million +1 more

4 metrics

Shares to be issued 21,520,803 shares Aggregate number of common shares to be sold in the private placement

Offering price per share $1.394 per share Price for each common share sold in the securities purchase agreement

Aggregate purchase price $30 million Approximate total gross proceeds from the private placement

SPA exhibit number 10.1 Form of the Securities Purchase Agreement filed as an exhibit

Key Terms

securities purchase agreement, Regulation S, non-U.S. Persons, Material Definitive Agreement, +1 more

5 terms

securities purchase agreement financial

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

"to certain “non-U.S. Persons” as defined in Regulation S of the Securities Act"

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.

non-U.S. Persons regulatory

"in a private placement to certain “non-U.S. Persons” as defined in Regulation S"

Material Definitive Agreement regulatory

"Item 1.01. Entry into a Material Definitive Agreement On August 12, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

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 financing transaction did SGLY announce on August 12, 2026?

Singularity Future Technology Ltd. agreed to a private placement of its common stock, selling 21,520,803 shares at $1.394 per share to certain non-U.S. investors under Regulation S for approximately $30 million of gross proceeds.

How many shares is SGLY selling in the new private placement and at what price?

The company agreed to sell 21,520,803 common shares at a price of $1.394 per share. These shares will be issued in a private placement to investors qualifying as “non-U.S. Persons” under Regulation S of the Securities Act.

What is the total purchase price of SGLY’s August 2026 private placement?

The aggregate purchase price is approximately $30 million. This amount reflects the sale of 21,520,803 shares of Singularity Future Technology Ltd.’s common stock at $1.394 per share to certain non-U.S. investors in a Regulation S offering.

What key conditions must be satisfied before SGLY’s $30 million offering closes?

Closing is conditioned on the accuracy of representations and warranties and receipt of the company’s shareholders’ approval for the offering. Other customary closing conditions in the Securities Purchase Agreement also apply to completing the private placement.

Who are the investors in SGLY’s August 2026 private placement?

The investors are described as “non-U.S. Persons” under Regulation S. They entered into a Securities Purchase Agreement with Singularity Future Technology Ltd. and are acquiring the shares for investment purposes, subject to customary representations and warranties.

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

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Available on EDGAR 08/17/2026 - 05:01 PM Accepted by SEC EDGAR 08/17/2026 - 05:00 PM

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: (718) 888-1814

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 August 12, 2026, Singularity Future Technology Ltd. (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain investors, under which the Company agrees to sell to the investors an aggregate of 21,520,803 shares of the Company’s common stock, without par value (the “Common Stock”) at a price of $1.394 per share, 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”), for an aggregate purchase price of approximately $30 million (the “Offering”).

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, (b) the absence of any undisclosed material adverse effects, and (c) 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.

The closing of the Offering is subject to the closing conditions as set forth in the SPA including, among other things, accuracy of the parties’ representations and warranties and the receipt of the Company’s shareholders’ approval of this Offering.

The form of the SPA is attached hereto as Exhibit 10.1 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.

(d) Exhibits.

Exhibit No.		Document
10.1		Form of the SPA
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: August 17, 2026	Singularity Future Technology Ltd.

	By:	/s/ Jia Yang
	Name:	Jia Yang
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 FORM OF THE SPA 119.4 KB