Form 8-K - Current report
July 03 2023 - 5:01AM
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2023-07-03
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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): July 3, 2023
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.) |
|
98 Cutter Mill Road
Suite 322
Great Neck, NY 11021 |
|
|
(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 5.02. Appointment of Certain Officers; Compensatory Arrangements
with Certain Officers
Singularity Future Technology Ltd. (the “Company”
or the “Registrant”) is filing this Current Report on Form 8-K for the primary purpose of disclosing certain new information
with respect to its previously reported investigation and findings about its former CEO, Mr. Yang Jie. This Form 8-K supplements the Registrant’s
Form 10-K for the fiscal year ended June 30, 2022, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March
6, 2023 (the “Original 10-K”), the Form 10-Q for the quarter ended March 31, 2022, filed on March 6, 2023 (the “Original
10-Q”) and the Form 8-K filed on August 12, 2022 (the “Original 8-K”) with the SEC. Accordingly, this Form 8-K should
be read in conjunction with the Original 10-K, the Original 10-Q and the Original 8-K, including any amendments to those filings.
As previously disclosed in the Original 10-K,
the Original 10-Q and the Original 8- K, on May 5, 2022, an entity named Hindenburg Research issued a report (the “Hindenburg Report”)
regarding the company alleging, pertinent to this disclosure, that the Company’s then CEO, Mr. Yang Jie, was a fugitive on the run
from the Chinese authorities for running an alleged $300 million Ponzi scheme that lured in over 20,000 victims. On May 6, 2022, the Board
of Directors of the Company (the “Board”) formed a special committee of its Board of Directors (the “Special Committee”)
to investigate, in part, the allegations in the Hindenburg Report that the Mr. Jie was a fugitive on the run from the Chinese authorities.
Subsequently, on August 16, 2022, the SEC and attorneys from Blank Rome LLP, counsel for the Special Committee, held a conference call,
during which counsel represented that Mr. Jie had provided documentation to the SEC that indicated that the charges against him in the
People’s Republic of China (‘the “PRC”) had been dropped, but the Special Committee’s investigation raised
questions regarding the authenticity of such documents. The Special Committee concluded that a “Red Notice” was issued in
the PRC with respect to Mr. Jie. A “Red Notice” is a request to law enforcement worldwide to locate and provisionally arrest
a person pending extradition, surrender, or similar legal action. It is based on an arrest warrant or court order issued by the judicial
authorities in the requesting country. After being suspended by the Special Committee on August 8, 2022, Mr. Jie resigned from his positions
as CEO and as a director of the Company on August 9, 2022.
On February 10, 2023, in response to two,
now-settled, lawsuits filed by private investors, Mr. Jie filed a motion to dismiss the private investors’ suits and provided a
copy of a formal legal opinion issued by the Zhonglun W&D Law Firm, PRC (“Zonglun W&D”). The Zonglun W&D legal
opinion concluded that Mr. Jie was not charged with a crime in China, the investigation and underlying case had indeed been closed, and
Mr. Jie was not formally treated as a criminal suspect in the PRC.
In order to provide more clarity to the issues
raised, the Registrant engaged Hebei Mei Dong Law Firm, of Shijiazhuang City, PRC to further investigate the authenticity of the documentation
provided by Mr. Jie to the SEC and whether a “Red Notice” had been issued. On June 12, 2023, Hebei Mei Dong Law Firm issued
a report to the Registrant with respect to these issues. In their report, the Chinese counsel concluded after conferring with local officials,
that investigation of Mr. Jie conducted by the Baohe District Police Bureau of Hefei City, PRC was completed, that Mr. Jie was never prosecuted
and there was no criminal judgment against Mr. Jie as of the date of such report. The Chinese counsel also confirmed that no “Red
Notice” was issued for Mr. Jie in the PRC.
On July 3, 2023, the Company entered into
a Settlement and Release Agreement with Mr. Jie which fully resolved Mr. Jie’s claims against the Company.
Item 8.01 Other Events
The information required to be reported under
this Item is incorporated herein by reference to Item 5.02 of this Current Report on Form 8-K.
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: July 3, 2023 |
Singularity Future Technology Ltd. |
|
|
|
|
By: |
/s/ Ziyuan Liu |
|
Name: |
Ziyuan Liu |
|
Title: |
Chief Executive Officer |
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