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
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
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.