Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 21, 2023, Singularity Future Technology Ltd. (the "Company")
received an additional staff determination notice (the "Notice") from the
Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq"),
advising that it had not received the Company's Form 10-Q for the quarterly
period ended December 31, 2022, which served as an additional basis for
delisting the Company's securities and that the Nasdaq Hearings Panel (the
"Panel") will consider the additional deficiency in rendering a determination
regarding the Company's continued listing on Nasdaq. The Company has submitted
to the Panel a plan to regain compliance with the continued listing requirements
and has been granted a grace period to file all the delinquent reports,
including the filing of the Form 10-Q for the quarterly period ended December
31, 2022, on or before February 28, 2023.
On February 27, 2023, the Company issued a press release announcing the receipt
of the Notice. A copy of the press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 23, 2023, John Levy tendered his resignation from his positions as a
member of the Company's board of directors (the "Board") and the Audit
Committee, the Compensation Committee and the Nominating and Corporate
Governance Committee of the Board, effective immediately.
Item 8.01. Other Events.
As previously reported, on May 6, 2022, the Board formed a special committee to
investigate claims of alleged fraud, misrepresentation, inadequate disclosure,
and other related matters related to the Company and certain of its management
personnel raised in the report of Hindenburg Research dated May 5, 2022 and
other related matters. On February 23, 2023, the Board approved the dissolution
of the special committee upon conclusion of the committee's investigation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated February 27, 2023
104 Cover Page Interactive Data File (Embedded within the Inline XBRL document)
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