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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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).
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Item 3.03 Material Modifications to Rights of Security Holders.
As previously disclosed, on June 30, 2026, the shareholders of Singularity Future Technology Ltd. (the “Company”) approved at its annual meeting of shareholders an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock by one of the following ratios: 1-for-5, 1-for-10, or 1-for-14, with such ratio to be determined in the discretion of the board of directors of the Company (the “Board”) and with such action to be effected at such time and date, if at all, as determined by the Board within one year after the conclusion of the annual meeting (the “Reverse Stock Split”). On July 7, 2026, the Board fixed the Reverse Stock Split ratio at 1-for-14.
On July 22, 2026, the Company filed Articles of Amendment to our Amended and Restated Articles of Incorporation with the Virginia State Corporation Commission (the “Articles of Amendment”), which effect the Reverse Stock Split at a ratio of 1-for-14, and such Articles of Amendment will become effective as of 12:01 a.m. ET on July 27, 2026 (the “Effective Time”).
As a result of the Reverse Stock Split, every fourteen shares of Common Stock will be combined into one share of Common Stock and the total number of issued and outstanding ordinary shares will be reduced from 12,556,650 shares to 896,904 shares. Shareholders who otherwise would be entitled to receive fractional shares because they held a number of shares not evenly divisible by the ratio of the Reverse Stock Split will automatically be entitled to receive the number of shares rounded up to the nearest whole number.
Trading of the Company’s common stock on The Nasdaq Capital Market on a split-adjusted basis is expected to begin on July 27, 2026. The Company’s new Common Stock will continue to be traded under the symbol SGLY, with the new CUSIP number, 82935V406. The Company’s shareholders should not send their share certificates to the Company. Shareholders will be notified by the Company’s transfer agent, Transhare Corporation, regarding the process for exchanging existing share certificates representing pre-split shares.
The above description of the Articles of Amendment and the Reverse Stock Split is qualified in its entirety by reference to the Articles of Amendment, a copy of which is attached hereto as Exhibit 3.1.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
The description of the Articles of Amendment and the Reverse Stock Split set forth in Item 3.03 of this Current Report is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Articles of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
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.
| Dated: July 23, 2026 | Singularity Future Technology Ltd. | |
| By: | /s/ Jia Yang | |
| Name: | Jia Yang | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
THE AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SINGULARITY FUTURE TECHNOLOGY LTD.
The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, states as follows:
| 1. | The name of the corporation is Singularity Future Technology Ltd. (the “Corporation”). |
| 2. | The Corporation’s Amended and Restated Articles of Incorporation (“Articles of Incorporation”) are amended as follows: |
2a. The first sentence of Section 1 of Article III of the Articles of Incorporation is hereby amended and restated in its entirety as follows:
“The number of shares of common stock which the Corporation shall have authority to issue shall be 50,000,000,000 shares, without par value per share.”
2b. The following is hereby added to the end of the last paragraph of Section 1 of Article III:
“As of 12:01 a.m., Eastern Time, on July 27, 2026 (the “Effective Time”), a reverse stock split (“Reverse Stock Split”) will occur, as a result of which each fourteen (14) shares of issued and outstanding Common Stock of the Corporation (“Old Common Stock”) shall automatically, without further action on the part of the Corporation or any holder of such Common Stock, be reconstituted, combined and converted into one (1) share of the Corporation’s Common Stock (“New Common Stock”). The Corporation will not issue fractional shares. The number of shares to be issued to each holder will be rounded up to the nearest whole number if, as a result of the Reverse Stock Split, the number of shares owned by any holder would not be a whole number. From and after the Effective Time, certificates representing Old Common Stock shall confer no right upon the holders thereof other than the right to exchange them for certificates representing New Common Stock pursuant to the provisions hereof.”
The remainder of Article III is not changed by this amendment.
| 3. | The foregoing amendment was adopted on July 7, 2026. |
| 4. | This amendment has been approved and recommended by unanimous consent of the Board of Directors of the Corporation. |
| 5. | The amendment was proposed by the Board of Directors and submitted to the holders of the Corporation’s voting Common Stock, the only class of voting capital stock outstanding, in accordance with the provisions of Title 13.1, Chapter 9 of the Code of Virginia, and: |
| (a) | The number of shares outstanding on the record date, the number of votes entitled to be cast on the proposed amendment and the number of votes cast for and against the amendment were as follows: |
| Number of shares outstanding: | 7,293,492 | |||
| Number of votes entitled to be cast: | 3,260,630.40 | |||
| Number of votes for: | 3,083,600.40 | |||
| Number of votes against: | 173,511.70 |
| (b) | The total number of votes cast for the amendment was sufficient for approval of the amendment. |
| 6. | The Articles of Amendment to be issued as a result of the filing of these Articles of Amendment shall become effective as of 12:01 a.m., Eastern Time, on July 27, 2026, in accordance with Section 13.1-606 of the Virginia Stock Corporation Act. |
[Signature follows on next page]
IN WITNESS WHEREOF, Singularity Future Technology Ltd. has caused these Articles of Amendment to the Amended and Restated Articles of Incorporation to be signed by a duly authorized officer of the Corporation.
| SINGULARITY FUTURE TECHNOLOGY LTD. | ||
| a Virginia corporation | ||
| Date: July 22, 2026 | By: | /s/ Jia Yang |
| Name: | Jia Yang | |
| Title: | Chief Executive Officer | |
| Corporation’s SCC ID: 06834410 | ||