Current Report Filing (8-k)
November 28 2022 - 7:33AM
Edgar (US Regulatory)
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2022-11-22
2022-11-22
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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): November
22, 2022
SINGULARITY FUTURE TECHNOLOGY LTD.
(Exact name of registrant as specified in charter)
| Virginia |
|
001-34024 |
|
11-3588546 |
(State or other jurisdiction
of Incorporation) |
|
(Commission File No.) |
|
(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 8.01. Other Events.
On November 22, 2022, Singularity Future Technology
Ltd. (the “Company”) received a decision from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s
request for the continued listing of its common stock on The Nasdaq Stock Market (“Nasdaq”), subject to the Company evidencing
compliance with Nasdaq’s filing requirement, as set forth in Nasdaq Listing Rule 5250(c)(1), on or before February 28, 2023, and
certain other conditions. The Company is working to file its delinquent periodic reports with the Securities and Exchange Commission as
soon as practicable and thereby timely evidence compliance with the terms of the Panel’s decision. However, there can be no assurances
that the Company will be able to do so.
On November 28, 2022, the Company issued a press
release announcing the receipt of the Panel’s decision. A copy of the press release is attached to this Current Report on Form 8-K
as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
Certain statements in this report that are
not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). While management has
based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based
may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks,
uncertainties, and other factors, many of which are outside of the Company’s control, that could cause actual results to materially
differ from such statements. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual
results. The Company disclaims any intention to, and undertake no obligation to, update or revise any forward-looking statement.
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: November 28, 2022
| |
SINGULARITY FUTURE TECHNOLOGY LTD. |
| |
|
| |
By: |
/s/ Jing Shan |
| |
|
Name: |
Jing Shan |
| |
|
Title: |
Chief Operating Officer |
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