Current Report Filing (8-k)
March 10 2023 - 4:11PM
Edgar (US Regulatory)
0001422892
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0001422892
2023-03-08
2023-03-08
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xbrli:shares
iso4217:USD
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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 8, 2023
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
March 8, 2023, Singularity Future Technology Ltd. (the “Company”) received a notice from Nasdaq Listing Qualifications department
of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company no longer complies with Nasdaq’s audit committee requirement
under Nasdaq’s Listing Rule 5605 following the resignation of John Levy from the Company’s board of directors and audit committee
effective February 23, 2023. Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4), the Company has
a cure period to regain compliance (i) until the earlier of the Company’s next annual shareholders’ meeting or February 23, 2024;
or (ii) if the next annual shareholders’ meeting is held before August 22, 2023, then the Company must evidence compliance no later
than August 22, 2023 (the “Cure Period”). The Company intends to regain compliance with Nasdaq’s Listing Rule 5605
prior to the end of the Cure Period.
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.
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 10, 2023
| |
SINGULARITY
FUTURE TECHNOLOGY LTD. |
| |
|
| |
By: |
/s/
Jing Shan |
| |
|
Name: |
Jing
Shan |
| |
|
Title: |
Chief
Operating Officer |
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