Skip to content
Baker Capital StrategiesMARKETS. FILINGS. PERSPECTIVE.
Powered by THEMA

BAKER CAPITAL STRATEGIES

Get the free weekly BCS email.

Selected company filings and market updates, delivered by email. Your first report will follow soon.

  • Your weekly BCS reportMarket updates and links to filings you can explore.
  • THEMA at launchWe’ll send directions for setting up your filing alerts when THEMA officially opens.

One signup for the weekly email and your free THEMA Basic account at launch.

Already registered or a CSW member?Log in to THEMA →

At least 8 characters. This also creates your free THEMA account for launch.

You’re signing up for the weekly BCS email and THEMA launch/setup updates. Unsubscribe using the link in any email. Privacy policy · Terms

BCS

Current Report · Items 1.01, 5.07 · 8-K

Singularity Future Technology Ltd.

SGLYNASDAQEQUITYCurrent

Entry into a Material Definitive Agreement · Submission of Matters to a Vote of Security Holders

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on December 9, 2022, a securities class action, Crivellaro v. Singularity Future Technology Ltd., et al., No. 22-cv-7499-BMC, was commenced against Singularity Future Technology Ltd.…

Filed Jul 1, 2026Accepted Jul 1, 2026, 4:05 PM EDTCIK 1422892Accession 0001213900-26-074223
Share

Company context

The Company is a global logistics integrated solution provider that was founded in the United States in 2001. The Company primarily focuses on providing freight logistics services, which mainly include shipping, warehouse, resources, equipment, and other logistical support to steel companies and e-commerce businesses.

Current securities

Recent company filings

  1. DEFR14A filingOct 27, 2026
  2. 10-K filingSep 29, 2026
  3. NT 10-K filingSep 29, 2026
  4. PRER14A filingSep 2, 2026
  5. DEF 14A filingAug 27, 2026

Registered securities in this filing

SINGULARITY FUTURE TECHNOLOGY LTD. · 8-K · Filed 2026-07-01

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common stock, no par value

Symbol
SGLY
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-06-22

Dimensions: Not supplied

Accession 000121390026074223 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 5.07

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on December 9, 2022, a securities class action, Crivellaro v. Singularity Future Technology Ltd., et al., No. 22-cv-7499-BMC, was commenced against Singularity Future Technology Ltd. (the “Company”) and certain other defendants in the United States District Court for the Eastern District of New York (the “Court”), alleging violations of the federal securities laws (the “Class Action”). On December 17, 2024, the Court granted in part and denied in part the motions to dismiss filed by the Company and its former Chief Executive Officer, Yang Jie. On July 13, 2025, the Company and the lead plaintiffs entered into a Stipulation and Agreement of Settlement (the “Original Settlement Agreement”), pursuant to which the parties agreed to resolve the litigation, subject to final approval by the Court. On March 9, 2026, following a fairness hearing, the Court denied, without prejudice, the motion for final approval of the proposed settlement, denied as moot the related motions concerning attorneys’ fees, the escrow agreement and the issuance of shares pursuant to Section 3(a)(10) of the Securities Act of 1933. The Court also ordered that the previously imposed temporary restraining order remain in effect. On June 22, 2026, the Company and the lead plaintiffs entered into an Amended Stipulation and Agreement of Settlement (the “Amended Settlement Agreement”), which amends and supersedes the Original Settlement Agreement. Pursuant to the Amended Settlement Agreement and subject to approval by the Court, the Company agreed to settle the Class Action for an aggregate cash settlement amount of $5,800,000, which includes the $2,000,000 previously deposited into escrow. The Company agreed to deposit an additional $1,500,000 within 15 calendar days after execution of the Amended Settlement Agreement and receipt of the necessary wire transfer information, subject to a 15-calendar-day grace period for banking or wire-processing delays not caused by the Company and deposit the remaining $2,300,000 within 60 days after the initial payment. The Amended Settlement Agreement provides that the settlement will be subject to Court approval and, upon effectiveness, will result in the dismissal of the Class Action with prejudice and the mutual releases set forth therein, subject to customary exclusions. If the Company fails to make any required payment when due, such failure will constitute a material breach, and the plaintiffs may terminate the settlement, declare the unpaid settlement balance immediately due and payable, and enforce the Confession of Judgment executed by the Company for the unpaid balance, together with any applicable interest, costs and attorneys’ fees. The execution of the Amended Settlement Agreement does not constitute an admission by the Company of any wrongdoing, fault, or liability, and the Company does not admit any wrongdoing, fault, or liability. The Company determined that resolving the Class Action now is in its best interests. Although the Company was prepared to continue defending its position, the Amended Settlement Agreement meaningfully reduces the uncertainty, distraction, and significant costs and exposure associated with protracted and complex class action litigation and further enables the Company to maintain its focus on executing its business strategy. The ultimate outcome of the Class Action remains uncertain, with no guarantee that the Amended Settlement Agreement will receive Court approval. If the settlement is not finalized, the Company intends to continue defending itself in the pending class action and maintains that it has strong factual and legal defenses. This summary is qualified by reference to the full text of the Amended Settlement Agreement, a copy of which is filed with the Court in Crivellaro v. Singularity Future Technology Ltd., et al., No. 22-cv-7499-BMC.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On June 30, 2026, the Company held the annual meeting of shareholders for fiscal year ended June 30, 2025, at Room 1406, 14/F, Star Hse, 3 Salisbury Rd, Tsim Sha Tsui, Kowloon, Hong Kong. The voting results for each matter submitted to a vote at the meeting are as follows: To re-elect Xu Zhao and Jinhao Pang as Class I director nominees to serve on the board of directors of the Company (the “Board”) until our annual meeting of stockholders for the fiscal year ended June 30, 2028 or until their successors are duly elected or appointed; ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── For Against Abstain ───────────────────────────────────────────────────────── Jinhao 3,235,000.80 22,086.20 3,543.30 Pang Xu 3,217,160.80 39,926.20 3,543.30 Zhao Accordingly, Xu Zhao and Jinhao Pang were re-elected as Class I directors. To ratify the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026; ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── For Against Abstain ───────────────────────────────────────────── 3,236,307.30 20,805.00 3,517.00 Accordingly, the appointment of Audit Alliance LLP has been ratified. To approve a new stock incentive plan of the Company (the “2026 Incentive Plan”) For Against Abstain ───────────────────────────────────────────── 3,170,997.10 86,118.30 3,515.00 Accordingly, the 2026 Incentive Plan has been approved. (a) To grant discretionary authority to the Board to amend the Company’s current Amended and Restated Articles of Incorporation to effect a reverse stock split of the outstanding common stock of the Company without par value per share (the “Common Stock”) at one of three reverse split ratios, one (1)-for-five (5), one (1)-for-ten (10), or one (1)-for-fourteen (14), whereby five (5) shares, ten (10) shares, or fourteen (14) shares of Common Stock be consolidated into one (1) share of Commo... (b) to approve the rounding up of any fractional shares resulting from the Reverse Stock Split to the next whole share (together with 4(a), the “Reverse Stock Split Amendment”); For Against Abstain ────────────────────────────────────────────── 3,083,600.40 173,511.70 3,518.20 Accordingly, the Reverse Stock Split Amendment proposal has been approved. To amend the Company’s current Amended and Restated Articles of Incorporation to increase the number of shares of Common Stock, which the Company shall have authority to issue, from 50,000,000 shares to 50,000,000,000 shares (the “Increase of Authorized Shares Amendment”). For Against Abstain ────────────────────────────────────────────── 3,082,503.10 174,609.00 3,518.20 Accordingly, the Increase of Authorized Shares Amendment proposal has been approved.

Privacy choices

BCS measures page use with Google Analytics using regional consent settings. You can change your preference here. Charts and market data remain available.

Essential functions — always available. Security, navigation, registration and remembering these choices.

Audience analytics

Analytics cookies are off by default for visitors Google identifies in the EEA, UK or Switzerland until allowed. Limited measurement without analytics cookies may still occur under those regional defaults.

TradingView charts, quotes and the economic calendar load automatically as page content. TradingView receives network and browser information and may collect its own usage analytics. This choice controls BCS’s Google Analytics only.

Google advertising is not enabled. Direct sponsor links do not load advertising trackers on BCS.

Turning analytics off stops future Google Analytics activity here. It does not erase information already received by the provider. Read the privacy policy.