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Singularity Future Proposes Massive Warrant Issuance as Shares Plummet and 10-K Filing Delayed

NASDAQ

SGLY

October 8, 2025 | 2:47pm
SINGULARITY FUTURE TECHNOLOGY LTD
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As of October 8, 2025 2:47pm

Introduction

SINGULARITY FUTURE TECHNOLOGY LTD (Ticker: SGLY; Exchange: NAS) is a New York headquartered public company (CIK: 0001422892) founded in 2001 as Sino-Global Shipping America, Ltd. Its Korean name is 싱귤러리티 퓨처 테크놀로지. The firm operates in the computer networking products sector and has diversified its shipping, chartering, and logistics business to include cryptocurrency mining ventures.

Corporate Structure and Operations

Headquartered in Great Neck, NY, Singularity employs between 11 and 50 people across its U.S. and Mainland China offices. The management has implemented a dual-pillar model:

  • Continuing shipping and logistics services with a focus on renewable energy sources (solar, hydro, wind) to support global trade.
  • Developing a cryptocurrency mining segment through partnerships (e.g., Thor Miner, HighSharp Electronic Technology, Golden Mainland Inc.) and direct acquisition of digital mining servers.
Cryptocurrency mining

Cryptocurrency mining by Mariia Shalabaieva

Recent Developments and News

  • October 7, 2025: Filed a Preliminary Proxy Statement (Form PRER14A) seeking approval to issue 1,700,000 warrants (exercise price $6.07), 32,188,841 units (one share plus three warrants) via private placement, and up to 6,500,000 shares as settlement consideration in Crivellaro v. Singularity (see below).
  • September 29, 2025: Submitted an NT 10-K notification citing delays in finalizing financial statements for the fiscal year ending June 30, 2025. The company expects to file the Annual Report by October 15, 2025.
  • July 1, 2025: Disclosed under Item 5.07 of Form 8-K certain management changes and other significant corporate events (details available via the SEC’s XBRL viewer).
  • August 18, 2025: Simpluris, Inc. announced a proposed class-action settlement fund of at least $6.5 million for investors who acquired shares between February 2, 2021, and February 24, 2023. Claims must be filed by January 16, 2026; requests for exclusion or objections are due by December 3, 2025.
  • October 7, 2022 – November 16, 2022: Singularity faced Nasdaq compliance notices for delayed filings and disclosed subpoenas from the U.S. Attorney’s Office (SDNY) and the SEC. On December 17, 2024, the U.S. District Court (E.D.N.Y.) granted in part and denied in part motions to dismiss securities-fraud claims in Crivellaro v. Singularity.
  • May 5, 2022: An Hindenburg Research report raised concerns about undisclosed related-party crypto-mining deals and CEO Yang Jie’s background, leading to a significant decline in share price of 28.9%.

Financial and Strategic Analysis

Singularity’s shipping operations have recorded a decline in revenue, prompting shifts into energy-efficient shipping solutions and cryptocurrency mining. Key points from SEC filings include:

  • Reliance on equity and warrant issuances to raise capital, indicating liquidity constraints.
  • Settlement shares proposed to resolve securities-law litigation, potentially reducing further legal exposure.
  • A postponed 10-K filing indicates challenges in financial reporting and internal controls.
  • Partnerships (Thor Miner, Golden Mainland) are contingent on evidence of proprietary hardware and facility development.

Market Position and Industry Context

The company operates at the intersection of global shipping (which carries approximately 90% of world trade) and cryptocurrency mining (an energy-intensive sector). Singularity positions itself as a provider of sustainable shipping solutions while also pursuing growth in the digital asset infrastructure sector. The dual focus exposes it to:

  • Regulatory scrutiny in maritime and financial reporting domains.
  • Competitive pressures from established shipping lines and specialized cryptocurrency miners.
  • Fluctuations in energy prices and cryptocurrency markets.

tl;dr

As of October 8, 2025, Singularity shares trade at $0.5501, reflecting a decrease of 29.53% on heavy volume (544,419 shares). The company is pursuing equity and warrant issuances approved at a special meeting called after filing a Preliminary Proxy on October 7, 2025. A delayed Form 10-K for FY 2025 is expected by October 15, 2025. Concurrently, a $6.5 million class-action settlement fund will address claims by January 16, 2026. Future performance is dependent on successful capital raises, the resolution of legal proceedings, and the execution of renewable energy shipping and cryptocurrency mining initiatives.

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Singularity Future Proposes Massive Warrant Issuance as Shares Plummet and 10-K Filing Delayed