Current Report Filing (8-k)
March 16 2023 - 3:12PM
Edgar (US Regulatory)
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2023-03-10
2023-03-10
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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): March
10, 2023
SINGULARITY FUTURE TECHNOLOGY LTD.
(Exact name of registrant as specified in charter)
Virginia |
|
001-34024 |
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11-3588546 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File No.) |
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(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 |
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SGLY |
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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.
On September 23, 2022,
Hexin Global Limited, a British Virgin Islands corporation (“Hexin”) and Viner Total Investments Fund, a Cayman Islands corporation
(together with Hexin, the “Hexin Plaintiffs”) filed a lawsuit in the Southern District of New York captioned Hexin Global
Limited, et al. v. Singularity Future Technology, Ltd., et al., Case No. 22-cv-08160-LJL, against Singularity Future Technology Ltd.
(the “Company”), Yang “Leo” Jie (“Jie”), Jing “Angela” Shan (“Shan”), Tuo
“Tina” Pan, and Lei Cao (collectively, the “Defendants”) (the “Hexin Action”). On October 6, 2022,
Jinhe Capital Limited, a British Virgin Islands corporation (“Jinhe”) filed a lawsuit in the Southern District of New York
against the Company captioned Jinhe Capital Limited v. Singularity Future Technology, Ltd., Case No. 22-cv-08538-LJL (the “Jinhe
Action”). On December 22, 2022, St. Hudson Group LLC, a Delaware limited liability company, Imperii Strategies LLC, a Delaware limited
liability company, Isyled Technology Limited, a Hong Kong company, and HSQYNM Family Inc., a New York corporation (together with Jinhe
and the Hexin Plaintiffs, the “Plaintiffs”) filed a lawsuit in the Southern District of New York against the Defendants captioned
St. Hudson Group LLC, et al. v. Singularity Future Technology Ltd., et al., Case No. 22-cv-10290-LJL (together with the Jinhe Action
and Hexin Action, the “Actions”).
The Company, Shan, and
the Plaintiffs entered into a certain settlement agreement and general mutual release with an effective date of March 10, 2023 (the “Settlement
Agreement”). Jie also executed the Settlement Agreement. Pursuant to the Settlement Agreement, the Company agreed to pay a sum of
ten million five hundred twenty-five thousand nine hundred and ten dollars and eighty-two cents in U.S. dollars ($10,525,910.82, the “Settlement
Payment”). Plaintiffs in the Actions agreed to discharge and forever release the Defendants in the Actions from all claims that
were or could have been raised in those Actions, as well as dismissal of each of the Actions with prejudice. The Company has no role or
knowledge as to how the Settlement Payment will be allocated between and among the Plaintiffs.
The foregoing description
of the Settlement Agreement is a summary of the material terms of such agreement, does not purport to be complete and is qualified in
its entirety by reference to the Settlement Agreement, which is attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
10.1 |
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Settlement
Agreement dated March 10, 2023, by and between Hexin Global Limited, Viner Total Investments
Fund, Jinhe Capital Limited, St. Hudson Group LLC,, Imperii Strategies LLC, Isyled Technology Limited, and HSQYNM Family Inc., and Singularity
Future Technology Ltd., Yang “Leo” Jie, and Jing “Angela” Shan |
104 |
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Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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: March 16, 2023
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SINGULARITY FUTURE TECHNOLOGY LTD. |
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|
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By: |
/s/ Jing Shan |
|
|
Name: |
Jing Shan |
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