Current Report Filing (8-k)
April 14 2022 - 4:01PM
Edgar (US Regulatory)
0001422892
false
0001422892
2022-04-10
2022-04-10
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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): April 14, 2022 (April 10, 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
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 (17CFR230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule14a-12 under the Exchange Act (17CFR240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-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 |
|
NASDAQ Capital Market |
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 1.01
Entry into a Material Definitive Agreement
On
April 10, 2022, Singularity Future Technology Ltd. (the “Company”) entered into a Joint Venture Agreement (the “Agreement”)
with Golden Mainland Inc., a Georgia corporation (the “Golden Mainland”) to establish a joint venture (the “Joint Venture”)
for building an expected total of 1 Gigawatt of Bitcoin mining sites in Texas, Ohio, and other states, with an anticipated full capacity
of 300,000 Bitcoin mining machines, each with 3,400 watt/hour power consumption.
Under
the terms of the Agreement, the Company and Golden Mainland anticipate an aggregate joint investment of up to $250 million in the Joint
Venture. The Company will own 51%, and Golden Mainland will own 49%, respectively, of the equity in the Joint Venture, with each party
contributing capital in accordance with its ownership interest. The foregoing description of the Agreement does not purport to be complete
and is qualified in its entirety by reference to the text of the Agreement, a form of which is filed as Exhibit 10.1 hereto and incorporated
herein by reference.
Item 9.01.
Financial Statements 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.
|
SINGULARITY
FUTURE TECHNOLOGY LTD. |
|
|
|
Date: April 14, 2022 |
By: |
/s/ Yang Jie |
|
Name: |
Yang Jie |
|
Title: |
Chief Executive Officer |
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