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BCS

Current Report · Items 1.01, 3.02, 9.01 · 8-K

Singularity Future Technology Ltd.

SGLYNASDAQEQUITYCurrent

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…

Filed Jul 13, 2026Accepted Jul 13, 2026, 4:05 PM EDTCIK 1422892Accession 0001213900-26-077549
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 2026-07-13

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: AsOf2026-07-06

Dimensions: Not supplied

Accession 000121390026077549 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 1.01, 3.02, 9.01

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 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.

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