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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 As previously disclosed, on June 19, 2025, Singularity Future Technology Ltd. (the “Company”) entered into a securities purchase agreement (the “SPA”) with eighteen investors (the “Investors”), under which the Company agreed to sell to the investors an aggregate of 32,188,841 units, or 2,299,212 units on the post-1:14-reverse-split basis (the “…

Filed Aug 18, 2026Accepted Aug 18, 2026, 4:05 PM EDTCIK 1422892Accession 0001213900-26-091215
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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 2026-08-18

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: AsOf2026-08-12

Dimensions: Not supplied

Accession 000121390026091215 · 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 As previously disclosed, on June 19, 2025, Singularity Future Technology Ltd. (the “Company”) entered into a securities purchase agreement (the “SPA”) with eighteen investors (the “Investors”), under which the Company agreed to sell to the investors an aggregate of 32,188,841 units, or 2,299,212 units on the post-1:14-reverse-split basis (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 $1.165, or $16.310 on the post-1:14-reverse-split basis (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 (“Regulation S”), for gross proceeds of approximately $30 million (the “Offering”). On August 12, 2026, the Company and the Investors entered into an amendment to the SPA (the “Amendment to SPA”), pursuant to which the Company agreed to issue amended and restated warrants (the “Amended and Restated Warrants”), with each Amended and Restated Warrant exercisable to purchase one share of the Common Stock at an exercise price of $0.001. The issuance of the Amended and Restated Warrants is subject to the approval of the Company’s shareholders. On August 12, 2026, the Company issued 2,299,212 shares of the Common Stock to the Investors in reliance on the exemption from registration provided by Regulation S. The Amended and Restated Warrants have not been issued and will not be issued unless and until the requisite shareholder approval is obtained.
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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