Item 1.01 Entry into a Material Definitive Agreement.
On January 6, 2022, Singularity Future Technology Ltd. (formerly knowns as
Sino-Global Shipping America, Ltd.) (the "Company") entered into a Warrant
Purchase Agreement with certain accredited investors (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, and the terms of each
Warrant Purchase Agreement are substantially identical.
On or before January 10, 2022, the Company shall pay the purchase price to the
Sellers by wire transfer. The Sellers shall undertake 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. Notwithstanding the foregoing, the
Warrant shall be deemed cancelled upon the receipt by the Sellers of the
purchase price.
The Company has agreed that if the Company repurchases any other warrants within
sixty days after the execution of the Warrant Purchase Agreement at a higher
purchase price per Warrant, purchase price per Warrant stated in the Warrant
Purchase Agreement shall be increased to the purchase price per Warrant set
forth in such other purchase agreement.
The Company issued a press release announcing this transaction on January 6,
2022. The press release is attached as Exhibit 99.1.
Item 1.02 Termination of a Material Definitive Agreement.
On December 31, 2021, the Company entered into a series of agreements to
terminate its Variable Interest Entity ("VIE") structure and terminate the
existence of its formerly controlled entity Sino-Global Shipping Agency Ltd.
("Sino-China"). The Company controlled Sino-China through its wholly owned
subsidiary Trans Pacific Shipping Limited ("Trans Pacific Beijing"). The Company
made its decision because Sino-China has no active operations and because
governmental policies regarding VIEs have changed.
Because Sino-China has no operations or net assets, upon termination of the VIE
Agreements Sino-China will be terminated.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Form of Warrant Purchase Agreement
99.1 Press Release dated January 6, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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