Orca Capital's stake in Singularity Future (SGLY) limited by 4.99% warrant cap

Rhea-AI Filing Summary

Singularity Future Technology Ltd. (SGLY) is reported to have a significant shareholder, Orca Capital, which beneficially owns 340,000 shares of common stock. Based on 3,581,289 shares outstanding immediately after the company’s registered offering, Orca Capital’s holdings represent 9.5% of the common stock.

Orca Capital has sole voting and dispositive power over all 340,000 shares, with no shared power. The ownership calculation excludes 260,000 shares issuable upon exercise of pre-funded warrants, which are subject to a 4.99% Beneficial Ownership Limitation that prevents Orca Capital from exercising the warrants to exceed 4.99% ownership.

Key Figures

Shares beneficially owned: 340,000 shares Percent of class: 9.5% Shares outstanding: 3,581,289 shares +2 more

5 metrics

Shares beneficially owned 340,000 shares Common stock of Singularity Future Technology Ltd. beneficially owned by Orca Capital

Percent of class 9.5% Ownership percentage of SGLY common stock reported by Orca Capital

Shares outstanding 3,581,289 shares Common stock outstanding immediately after the issuer’s registered offering

Pre-funded warrant shares excluded 260,000 shares Shares issuable upon exercise of pre-funded warrants excluded from ownership calculation

Beneficial Ownership Limitation 4.99% Limit above which Orca Capital cannot exercise pre-funded warrants

Key Terms

beneficially owned, pre-funded warrants, Beneficial Ownership Limitation, sole dispositive power

4 terms

beneficially owned financial

"Amount beneficially owned: 340,000"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pre-funded warrants financial

"excludes 260,000 shares of common stock issuable upon the exercise of pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Beneficial Ownership Limitation financial

"subject to the 4.99% Blocker (defined below). Pursuant to the terms of the pre-funded warrants"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

sole dispositive power financial

"Sole Dispositive Power 340,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

What percentage of Singularity Future Technology Ltd. (SGLY) does Orca Capital own?

Orca Capital reports beneficial ownership of 9.5% of Singularity Future Technology Ltd.’s common stock, representing 340,000 shares based on 3,581,289 shares of common stock outstanding immediately after the issuer’s registered offering.

How many SGLY shares does Orca Capital control and what powers does it have?

Orca Capital controls 340,000 shares of SGLY common stock. It has sole voting power and sole dispositive power over all 340,000 shares, with no shared voting or dispositive power reported.

What share count was used to calculate Orca Capital’s 9.5% stake in SGLY?

The 9.5% ownership figure is calculated using 3,581,289 shares of SGLY common stock outstanding immediately after completion of the issuer’s registered offering described in its Prospectus Supplement filed under Rule 424(b)(5).

How do pre-funded warrants affect Orca Capital’s potential ownership in SGLY?

The calculation excludes 260,000 shares issuable upon exercise of pre-funded warrants. Under a 4.99% Beneficial Ownership Limitation, Orca Capital cannot exercise these warrants if doing so would result in it beneficially owning more than 4.99% of SGLY’s outstanding common stock.

Who signed the ownership report for Orca Capital regarding SGLY?

The report for Orca Capital’s holdings in SGLY was signed by Thomas Konig, identified as a Director, dated August 25, 2026.

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

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Available on EDGAR 08/25/2026 - 05:00 PM Accepted by SEC EDGAR 08/25/2026 - 05:00 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Singularity Future Technology Ltd.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

82935V406

(CUSIP Number)

08/18/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 82935V406

1

Names of Reporting Persons

Orca Capital AG

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

GERMANY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 340,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 340,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

340,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.5 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: All ownership percentages set forth in this Schedule 13G are calculated based upon an aggregate of 3,581,289 shares of common stock outstanding immediately after giving effect to the completion of the Issuer's registered offering as provided in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on August 19, 2026, and excludes 260,000 shares of common stock issuable upon the exercise of pre-funded warrants, subject to the 4.99% Blocker (defined below). Pursuant to the terms of the pre-funded warrants, the Reporting Person cannot exercise any of the pre-funded warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 4.99% of the Issuer's outstanding common stock (the "4.99% Blocker").

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Singularity Future Technology Ltd.
(b)	Address of issuer's principal executive offices: 48 Wall Street, Suite 1100, New York, NY 10005
Item 2.
(a)	Name of person filing: Orca Capital AG
(b)	Address or principal business office or, if none, residence: Sperlring 2 85276 Hettenshausen Deutschland
(c)	Citizenship: Germany
(d)	Title of class of securities: Common Stock, no par value
(e)	CUSIP Number(s): 82935V406
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 340,000
(b)	Percent of class: 9.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 340,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 340,000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Orca Capital AG

Signature:	/s/ Thomas Konig
Name/Title:	Thomas Konig/Director
Date:	08/25/2026