Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities
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…
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.
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Item 1.01Item 1.01 - Entry into Material Agreement
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 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02. Unregistered sales of equity securities.
The disclosure set forth in Item 1.01 above
is incorporated herein by reference.