Current Report Filing (8-k)
January 11 2022 - 8:31AM
Edgar (US Regulatory)
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2022-01-06
2022-01-06
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UNITED
STATES
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 11, 2022 (January 6, 2022)
SINGULARITY
FUTURE TECHNOLOGY LTD.
(Exact name of Registrant
as specified in charter)
Virginia
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001-34024
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11-3588546
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(State or other jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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98
Cutter Mill Road, Suite 322
Great
Neck New York 11021
(Address of principal
executive offices) (Zip Code)
Registrant’s telephone
number, including area code: (718) 888-1814
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:
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☐
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Written communications pursuant
to Rule 425 under the Securities Act (17CFR230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
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☐
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
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☐
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common Stock, no par value
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SGLY
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NASDAQ Capital Market
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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
Item 1.01 Entry into a Material Definitive
Agreement.
Amendment to the Current
Report on Form 8-K filed on January 6, 2022
On
January 6, 2022, Singularity Future Technology Ltd. (formerly known as Sino-Global Shipping America, Ltd.) (the “Company”)
entered into Warrant Purchase Agreements with certain warrant holders (the “Sellers”) pursuant to which the Company agreed
to buy back an aggregate of 3,870,800 warrants (the “Warrants”) from the Sellers, and the Sellers agreed to sell the Warrants
back to the Company. These Warrants were sold to these Sellers in three previous transactions that closed on February 11, 2021, February
10, 2021, and March 14, 2018. The purchase price for each Warrant is $2.00. Following announcement of the Warrant Purchase Agreement,
on January 6, 2022 the Company agreed to repurchase an additional 103,200 shares from other Sellers on the same terms as the previously
announced Warrant Purchase Agreements. The aggregate number of shares repurchased under the Warrant Purchase Agreements was 3,974,000.
On
January 7, 2022, the Company wired the purchase price to each Seller. Each Seller has agreed to deliver the Warrant to the Company for
cancellation as soon as practicable following the closing date, but in no event later than January 13, 2022. The Warrants are deemed cancelled
upon the receipt by the Sellers of the purchase price.
The
Company issued a press release announcing the completion of the repurchase of 3,974,000 shares.
New sales agreement
On
January 10, 2022, the Company’s joint venture, Thor Miner Inc (“Thor”), entered into a Purchase and Sale Agreement with
SOS Information Technology New York Inc. (the “Buyer”). Pursuant to the Purchase and Sale Agreement, Thor agreed to sell and
the Buyer agreed to purchase certain cryptocurrency mining hardware and other equipment. The total amount of the Purchase and Sale Agreement
is $200,000,000. Thor and the Buyer agreed that the Buyer shall make payment equal to 50% of the total purchase price within 5 days after
the execution of the Purchase and Sale Agreement, and the remaining 50% for each order shall be paid at least seven (7) calendar days
before the shipment.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
SIGNATURES
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.
Date: January 11, 2022
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Singularity Future Technology Ltd.
(formerly known as Sino-Global Shipping America, Ltd.)
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By:
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/s/ Yang Jie
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Name:
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Yang Jie
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Title:
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Chief Executive Officer
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