UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On November 15, 2023, Singularity Future Technology Ltd. (the “Company”) entered into a Subscription Agreement with ten individual investors, under which the Company agrees to sell to the investors an aggregate of 17,000,000 shares of its common stock and 17,000,000 warrants, with each warrant initially exercisable to purchase one share of common stock at an exercise price of $0.607 per share, at an aggregate price at US$9,860,000 in a private placement. The issuance of the securities is subject to Nasdaq’s authorization as well as other approvals if required under any other applicable rules. A copy of the Subscription Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
In connection with the private placement, the Company will issue a warrant to each of the investors.
Item 3.02. Unregistered sales of equity securities.
The disclosure set forth in Item 1.01 above is incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
| Exhibit No | Document | |
| 10.1 | Subscription Agreement dated November 15, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: November 21, 2023 | Singularity Future Technology Ltd. | |
| By: | /s/ Ziyuan Liu | |
| Name: | Ziyuan Liu | |
| Title: | Chief Executive Officer | |
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