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): October 18, 2023
| SINGULARITY FUTURE TECHNOLOGY LTD. |
| (Exact name of registrant as specified in its charter) |
| Virginia | | 001-34024 | | 11-3588546 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (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 5.07 Submission of Matters to a Vote of Security Holders.
On October 18, 2022, Singularity Future Technology Ltd. (the “Company”) held its annual meeting of shareholders for its fiscal year ended June 30, 2022. The voting results for each matter submitted to a vote at the meeting are as follows:
| 1. | Election of Two Class I Directors |
Each of the following nominees was elected as a Class I Director to serve on the Board of Directors of the Company (the “Board”) until the annual meeting of shareholders for the fiscal year of 2025 or until his or her successor is duly elected and qualified.
| | | For | | | Against | | | Abstain / Withhold | |
| Ziyuan Liu | | | 12,056,394 | | | | 501,131 | | | | 265,166 | |
| Xu Zhao | | | 12,054,906 | | | | 501,130 | | | | 266,655 | |
| 2. | The shareholders granted discretionary authority to the Board to amend the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the common stock of the Company within the range of 1-2 to 1-10 shares to be determined by the Board and with the reverse stock split to be effective at such time and date, if at all, as determined by the Board, but not later than the first anniversary of its approval by the shareholders of the Company. |
| For | | Against | | Abstain |
| 12,650,906 | | 684,827 | | 2,793 |
| 3. | Shareholders approved, on an advisory, non-binding basis, the Company’s executive compensation. |
| For | | Against | | Abstain |
| 12,719,961 | | 684,893 | | 16,126 |
| 4. | Shareholders approved, on an advisory, non-binding basis, the frequency of the advisory votes on the Company’s executive compensation. |
| Every Year | | Every Two Years | | Every Three Years | | Abstain |
| 12,145,514 | | 7,226 | | 7,857 | | 671,170 |
| 5. | Shareholders ratified the appointment of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2023. |
| For | | Against | | Abstain |
| 12,733,358 | | 684,827 | | 2,793 |
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: October 20, 2023 | Singularity Future Technology Ltd. |
| | | |
| | By: | /s/ Ziyuan Liu |
| | Name: | Ziyuan Liu |
| | Title: | Chief Executive Officer |
2
