Amended Current Report Filing (8-k/a)
14 Enero 2022 - 03:32PM
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 14, 2022 (January 10, 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 York11021
(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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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 11, 2022
As
previously disclosed, on January 11, 2022, the Company filed a Current Report on Form 8-K to report that 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 aggregate amount of the Purchase and Sale Agreement is $200,000,000, which is expected to be completed under
separate purchase orders. 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.
Subsequently,
Thor and the Buyer agreed that the Buyer shall make payment equal to 50% of the total purchase price of each order within 5 days, and
the remaining 50% for each order shall be paid at least seven (7) calendar days before the shipment. The first order under the Purchase
and Sale Agreement Thor received was a $80,000,000 order placed on January 10, 2022. As of the date of this report, Thor has already received
the $40,000,000 for the first order.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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10.1
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Purchase and Sale Agreement
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 14, 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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2
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