Singularity Future Tech Files 8-K on Agreements and Equity Sales

TL;DR

SGLT filed an 8-K: material definitive agreement + unregistered equity sales. Watch for details.

AI Summary

Singularity Future Technology Ltd. filed an 8-K on October 22, 2025, reporting on events that occurred on October 15, 2025. The filing indicates the entry into a material definitive agreement and unregistered sales of equity securities. It also includes financial statements and exhibits.

Why It Matters

This filing signals significant corporate actions, including potential new agreements and the issuance of equity, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Singularity Future Technology Ltd. (company) — Registrant
• October 15, 2025 (date) — Earliest event reported
• October 22, 2025 (date) — Filing date
• 48 Wall Street, Suite 1100, New York, NY 10005 (address) — Principal executive offices
• Sino-Global Shipping America, Ltd. (company) — Former company name

FAQ

Key Financial Figures

• $0.70 — alue (the "Common Stock") at a price of $0.70 per share, in a private placement to ce
• $2.1 million — gregate purchase price of approximately $2.1 million (the "Offering"). The parties to the S

Filing Documents

• ea0262054-8k_singul.htm (8-K) — 27KB
• ea026205401ex10-1_singul.htm (EX-10.1) — 249KB
• 0001213900-25-101216.txt ( ) — 497KB
• sgly-20251015.xsd (EX-101.SCH) — 3KB
• sgly-20251015_lab.xml (EX-101.LAB) — 33KB
• sgly-20251015_pre.xml (EX-101.PRE) — 22KB
• ea0262054-8k_singul_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement On October 15, 2025, Singularity Future Technology Ltd. (the "Company") entered into a securities purchase agreement (the "SPA") with certain investors, under which the Company agrees to sell to the investors an aggregate of 3,000,000 shares of the Company's common stock, without par value (the "Common Stock") at a price of $0.70 per share, 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"), for an aggregate purchase price of approximately $2.1 million (the "Offering"). 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 October 20, 2025, upon satisfaction of the closing conditions, the Offering was consummated, and the shares were issued in reliance on the exemption from registration provided by Regulation S. The Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes. The form of the SPA is attached hereto as Exhibit 10.1 and incorporated herein by reference.

02. Unregistered sales of equity securities

Item 3.02. Unregistered sales of equity securities. The disclosure set forth in Item 1.01 above is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Document 10.1 Form of the SPA 104 Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL. 1 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 22, 2025 Singularity Future Technology Ltd. By: /s/ Jia Yang Name: Jia Yang Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR