Singularity Future Technology Ltd. 8-K

What Happened

• Singularity Future Technology Ltd. (SGLY) filed an 8-K reporting an Amended Stipulation and Agreement of Settlement dated June 22, 2026 to resolve the securities class action Crivellaro v. Singularity (filed Dec. 9, 2022). Under the Amended Settlement Agreement the Company agreed to an aggregate cash settlement of $5,800,000 (which includes $2,000,000 already in escrow). The Company must deposit an additional $1,500,000 within 15 calendar days after execution (with a 15-day grace for bank delays) and the remaining $2,300,000 within 60 days after that initial payment. The settlement remains subject to Court approval and, if approved, will dismiss the case with prejudice and provide mutual releases (subject to customary exclusions). The filing reiterates the Company does not admit wrongdoing.
• The Company also reported results from its annual shareholders’ meeting held June 30, 2026: directors Xu Zhao and Jinhao Pang were re‑elected, Audit Alliance LLP was ratified as auditor, a new 2026 Incentive Plan was approved, shareholders authorized a reverse stock split (board may choose 1-for-5, 1-for-10, or 1-for-14) and approved an increase in authorized common shares from 50,000,000 to 50,000,000,000.

Key Details

• Settlement amount: $5,800,000 total (includes $2,000,000 already escrowed).
• Payment schedule: $1,500,000 due within 15 days after execution; $2,300,000 due within 60 days after the initial payment.
• Meeting votes (selected): Reverse split approved — For: 3,083,600.40; Against: 173,511.70; Abstain: 3,518.20. Increase in authorized shares approved — For: 3,082,503.10; Against: 174,609.00; Abstain: 3,518.20.
• Corporate actions approved: re-election of Class I directors Xu Zhao and Jinhao Pang; ratification of Audit Alliance LLP; approval of 2026 Incentive Plan.

Why It Matters

• The amended settlement reduces litigation uncertainty and specifies clear cash obligations that will affect the company’s near-term cash needs (another $3.8M to be paid after the existing $2M deposit). If payments are not made when due the plaintiffs may enforce a confession of judgment and seek additional costs and fees.
• Shareholder approvals (reverse split and large increase in authorized shares) give the board tools to restructure the stock (e.g., to consolidate shares) and to issue many more shares in the future — actions that can affect liquidity, float, and capital-raising flexibility.
• The settlement still requires Court approval; if the Court does not approve, the Company says it will continue to defend the lawsuit. Investors should watch for the Court’s final decision and for the Company’s cash position as the payment deadlines approach.