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): January 3, 2024
| 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 3, 2024, Singularity Future Technology Ltd. (the “Company”) received a Staff determination letter (the “Letter”) from The Nasdaq Stock Market (“Nasdaq”) notifying the Company of the Staff’s determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2) (the “$1 Bid Rule”).
Pursuant to the Letter, unless the Company requests an appeal of the Letter, trading of the Company’s common stock will be suspended at the opening of business on January 12, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Company has the option to appeal the delisting determination and intends to do so.
The Company intends to appeal the Staff’s determination to a Hearings Panel (the “Panel”). Such a request will allow the Company’s common stock to continue to be listed for trading pending the Panel’s decision.
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: January 4, 2024 | Singularity Future Technology Ltd. |
| | | |
| | By: | /s/ Ziyuan Liu |
| | Name: | Ziyuan Liu |
| | Title: | Chief Executive Officer |
