Item 1.01 Entry into a Material Definitive Agreement.
Amendment to the Current Report on Form 8-K filed on January 6, 2022
On January 6, 2022, Singularity Future Technology Ltd. (formerly known as
Sino-Global Shipping America, Ltd.) (the "Company") entered into Warrant
Purchase Agreements with certain warrant holders (the "Sellers") pursuant to
which the Company agreed to buy back an aggregate of 3,870,800 warrants (the
"Warrants") from the Sellers, and the Sellers agreed to sell the Warrants back
to the Company. These Warrants were sold to these Sellers in three previous
transactions that closed on February 11, 2021, February 10, 2021, and March 14,
2018. The purchase price for each Warrant is $2.00. Following announcement of
the Warrant Purchase Agreement, on January 6, 2022 the Company agreed to
repurchase an additional 103,200 shares from other Sellers on the same terms as
the previously announced Warrant Purchase Agreements. The aggregate number of
shares repurchased under the Warrant Purchase Agreements was 3,974,000.
On January 7, 2022, the Company wired the purchase price to each Seller. Each
Seller has agreed to deliver the Warrant to the Company for cancellation as soon
as practicable following the closing date, but in no event later than January
13, 2022. The Warrants are deemed cancelled upon the receipt by the Sellers of
the purchase price.
The Company issued a press release announcing the completion of the repurchase
of 3,974,000 shares.
New sales agreement
On January 10, 2022, the Company's joint venture, Thor Miner Inc ("Thor"),
entered into a Purchase and Sale Agreement with SOS Information Technology New
York Inc. (the "Buyer"). Pursuant to the Purchase and Sale Agreement, Thor
agreed to sell and the Buyer agreed to purchase certain cryptocurrency mining
hardware and other equipment. The total amount of the Purchase and Sale
Agreement is $200,000,000. Thor and the Buyer agreed that the Buyer shall make
payment equal to 50% of the total purchase price within 5 days after the
execution of the Purchase and Sale Agreement, and the remaining 50% for each
order shall be paid at least seven (7) calendar days before the shipment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated January 11, 2022 announcing the completion of the
repurchase of 3,974, 000 shares
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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