Singularity Future Technology Ltd. Enters Material Agreement

TL;DR

SGTL just signed a big deal, details TBD.

AI Summary

On January 24, 2025, Singularity Future Technology Ltd. entered into a material definitive agreement. The company, formerly known as Sino-Global Shipping America, Ltd., filed a Form 8-K to report this event. The filing does not disclose specific details of the agreement or any associated dollar amounts.

Why It Matters

This filing indicates a significant new development for Singularity Future Technology Ltd., potentially impacting its business operations and future strategy.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant change or opportunity, but lacks specific details, creating uncertainty.

Key Players & Entities

• Singularity Future Technology Ltd. (company) — Registrant
• Sino-Global Shipping America, Ltd. (company) — Former company name
• January 24, 2025 (date) — Date of earliest event reported
• 48 Wall Street, Suite 1100 New York, NY 10005 (address) — Principal executive offices

FAQ

Key Financial Figures

• $1.14 million — "), for gross proceeds of approximately $1.14 million. The purchase price for each share of C
• $1.63 — price for each share of Common Stock is $1.63. The Purchase Agreements contain cust
• $50,000 — e Placement Agent up to an aggregate of $50,000 for the for non-accountable expenses an

Filing Documents

• ea0228835-8k_singular.htm (8-K) — 42KB
• ea022883501ex5-1_singular.htm (EX-5.1) — 14KB
• ea022883501ex10-1_singular.htm (EX-10.1) — 197KB
• ea022883501ex10-2_singular.htm (EX-10.2) — 82KB
• ea022883501ex99-1_singular.htm (EX-99.1) — 7KB
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex10-2_001.jpg (GRAPHIC) — 107KB
• ex99-1_001.jpg (GRAPHIC) — 7KB
• 0001213900-25-007014.txt ( ) — 755KB
• sgly-20250124.xsd (EX-101.SCH) — 3KB
• sgly-20250124_lab.xml (EX-101.LAB) — 33KB
• sgly-20250124_pre.xml (EX-101.PRE) — 22KB
• ea0228835-8k_singular_htm.xml (XML) — 4KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 SINGULARITY FUTURE TECHNOLOGY LTD. (Exact name of registrant as specified in its charter) Virginia 001-34024 11-3588546 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 48 Wall Street , Suite 1100 New York , NY 10005 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 718 ) 888-1814 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, no par value SGLY The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement Registered Direct Offering On January 24, 2025, Singularity Future Technology Ltd. (the " Company ") entered into certain securities purchase agreement (the " Purchase Agreement ") with certain non-affiliated institutional investors (the " Purchasers ") pursuant to which the Company agreed to sell 700,000 shares of its Common Stock (" Common Stock ") in a registered direct offering (the " Offering "), for gross proceeds of approximately $1.14 million. The purchase price for each share of Common Stock is $1.63. The Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions. In addition, the Company agreed that for a period of thirty (30) days from the closing date of the Offering, it will not, including but not limited to,: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of capital stock or equivalent securities; or (ii) file or caused to be filed any registration statement or amendment or supplement thereto, subject to certain limited exceptions. In addition, the Company agreed that it will not conduct any sales of Ordinary Shares or equivalent securities involving a variable rate transaction (as defined in the Purchase Agreement) for a period of thirty (30) days from the closing date of the Offering, subject to certain exceptions as described in the Purchase Agreements. The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed on January 27, 2025. The Company also entered into certain placement agency agreement dated January 24, 2025 (the " Placement Agency Agreement "), with Maxim Group LLC, as exclusive placement agent (the " Placement Agent "), pursuant to which the Placement Agent agreed to act as the sole lead/exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent up to an aggregate of $50,000 for the for non-accountable expenses and reasonable and accounted fees and expenses of legal counsel. Furthermore, the Placement Agent was granted a right of first refusal for a period of twelve (12) months from the closing date of the Offering. Copies of the form of the Purchase Agreement and the form of the Letter Agreement are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing summary of the terms of the Purchase Agreement and the Letter Agreement is subject to, and qualified in its entirety by such documents. A copy of the legal opinion issued by the Company's Virginia counsel, VCL Law LLP, is at

View Full Filing

View this 8-K filing on SEC EDGAR