Form 8-K

8-K — Singularity Future Technology Ltd.

Accession: 0001213900-26-090819

Filed: 2026-08-17

Period: 2026-08-12

CIK: 0001422892

SIC: 4731 (ARRANGEMENT OF TRANSPORTATION OF FREIGHT & CARGO)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0302435-8k_singularity.htm (Primary)

EX-10.1 — FORM OF THE SPA (ea030243501ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0302435-8k_singularity.htm · Sequence: 1

false

0001422892

2026-08-12

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 12, 2026

SINGULARITY FUTURE TECHNOLOGY LTD.

(Exact name of registrant as specified in its charter)

Virginia

001-34024

11-3588546

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

48 Wall Street, Suite 1100

New York, NY 10005

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including

area code: (718) 888-1814

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box

below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following

provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, no par value

SGLY

The Nasdaq Stock Market LLC

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).

Emerging growth company ☐

If an emerging growth company,

indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive

Agreement

On August 12, 2026, Singularity

Future Technology Ltd. (the “Company”) entered into a securities purchase agreement (the “SPA”) with certain investors,

under which the Company agrees to sell to the investors an aggregate of 21,520,803 shares of the Company’s common stock, without

par value (the “Common Stock”) at a price of $1.394 per share, in a private placement to certain “non-U.S. Persons”

as defined in Regulation S of the Securities Act of 1933, as amended (the “Regulation S”), for an aggregate purchase price

of approximately $30 million (the “Offering”).

The parties to the SPA

have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S.

Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed

material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the Securities

Purchase Agreement, except as disclosed in the Company’s filings with the SEC.

The closing of the Offering

is subject to the closing conditions as set forth in the SPA including, among other things, accuracy of the parties’ representations

and warranties and the receipt of the Company’s shareholders’ approval of this Offering.

The form of the SPA is

attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 3.02. Unregistered sales of equity securities.

The disclosure set forth in Item 1.01 above

is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Document

10.1

Form of the SPA

104

Cover Page Interactive Data File the cover page XBRL tags are embedded within the Inline XBRL.

SIGNATURE

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: August 17, 2026

Singularity Future Technology Ltd.

By:

/s/ Jia Yang

Name:

Jia Yang

Title:

Chief Executive Officer

EX-10.1 — FORM OF THE SPA

EX-10.1

Filename: ea030243501ex10-1.htm · Sequence: 2

Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT

(the “Agreement”) is dated as of August 12, 2026 by and among Singularity Future Technology Ltd., a company incorporated

in Virginia, U.S., (the “Company”), and individuals listed in Exhibit B hereto and each affixes its

signature on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”).

RECITALS

WHEREAS, the Company and the

Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration

afforded by Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and/or Regulation S (“Regulation

S”) as promulgated under the Securities Act;

WHEREAS, the Company is offering

up to an aggregate of 21,520,803 shares of the Company’s common stock, with no par value per share (the “Share”), at

price of $1.394 per Share to the Purchasers listed in Exhibit B;

WHEREAS, the Purchaser is

a “non-US person” as defined in Regulation S, acquiring the Shares solely for its own account for the purpose of investment;

NOW, THEREFORE, IN CONSIDERATION

of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which

are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

ARTICLE I

Purchase and Sale of the Shares

Section 1.1 Purchase

Price and Closing.

(a) Subject to the terms

and conditions hereof, the Company agrees to issue and sell to each Purchaser and, in consideration of and in express reliance upon the

representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers agree to purchase for $1.394 per Share, such

number of Shares for an aggregate price listed on the signature page hereto (the “Purchase Price”).

(b) Subject to all conditions

to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”) shall take

place at the offices of Hunter Taubman Fischer & Li LLC, the Company’s legal counsel, on the day when all closing conditions

are satisfied or waived (the “Closing Date”).

conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the

Purchaser (i) a shareholder statement for such number of Shares, and (ii) any other documents required to be delivered pursuant to this

Agreement. At the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information

contained in this Agreement or by check.

ARTICLE II

Representations and Warranties

Section 2.1 Representations

and Warranties of the Company and its Subsidiaries. The Company hereby represents and warrants to the Purchaser on behalf of itself,

its Subsidiaries (as hereinafter defined), as of the date hereof (except as set forth on the Schedule of Exceptions attached hereto with

each numbered Schedule corresponding to the section number herein), as follows:

(a) Organization, Good

Standing and Power. The Company is a corporation or other entity duly incorporated or otherwise organized, validly existing and in

good standing under the laws of its jurisdiction of incorporation or organization (as applicable) and respectively, has the requisite

corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. Except as

set forth on Schedule 2.1(a), the Company and each of its Subsidiaries is duly qualified to do business and is in good standing

in every jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary except

for any jurisdiction(s) (alone or in the aggregate) in which the failure to be so qualified will not have a Material Adverse Effect (as

defined in Section 2.1(g) hereof).

(b) Corporate Power;

Authority and Enforcement. The Company has the requisite corporate power and authority to enter into and perform its obligations under

this Agreement, and to issue and sell the Shares in accordance with the terms hereof. The execution, delivery and performance of this

Agreement by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized

by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is

required. This Agreement constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Company enforceable

against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,

moratorium, liquidation, conservator ship, receiver ship or similar laws relating to, or affecting generally the enforcement of, creditor’s

rights and remedies or by other equitable principles of general application.

The authorized capital stock of the Company is 50,000,000,000 shares of common stock, with no par value (the “Common Stock”)

and 2,000,000 shares of preferred stock with no par value (the “Preferred Stock”). The number of total Common Stock issued

and outstanding as of the date of this Agreement is 896,917. There is no Preferred Stock issued and outstanding as of the date of this

Agreement. Except as set forth on Schedule 2.1(c) hereto, all issued and outstanding capital stock of the Company is authorized as the

date hereof.

(i) except as set forth on Schedule

2.1(c) hereto, no Shares are entitled to preemptive, conversion or other rights and there are no outstanding options, warrants,

scrip, rights to subscribe to, call or commitments of any character whatsoever relating to, or securities or rights convertible into,

any shares of capital stock of the Company;

(ii) there are no contracts,

commitments, understandings, or arrangements by which the Company is or may become bound to issue additional shares of capital stock of

the Company or options, securities or rights convertible into shares of capital stock of the Company;

(iii) the Company is not a

party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities;

(iv) the Company is not

a party to, and it has no knowledge of, any agreement restricting the voting or transfer of any shares of the capital stock of the Company

except as set forth in the Company’s Memorandum and Articles of Associations, as amended and in effect on the date hereof (the “M&A”).

(v) The offer and sale

of all capital stock, convertible securities, rights, warrants, or options of the Company issued prior to the Closing complied with all

applicable Federal and state securities laws, except where non-compliance would not have a Material Adverse Effect. The Company has furnished

or made available to the Purchaser true and correct copies of the M&A. Except as restricted under applicable federal, state, local

or foreign laws and regulations, the Articles, this Agreement, or as set forth on Schedule 2.1 (c), no written or oral contract,

instrument, agreement, commitment, obligation, plan or arrangement of the Company shall limit the payment of dividends on the Company’s

Preferred Stock, or its Common Stock.

(d) Issuance of Shares.

The Shares to be issued at the Closing have been duly authorized by all necessary corporate action and the Shares, when paid for or issued

in accordance with the terms hereof, shall be validly issued and outstanding, fully paid and non-assessable.

(e) [intentionally omitted]

(f) Commission Documents,

Financial Statements. Except as set forth in Schedule 2.1 (f), the Company has filed all reports, schedules, forms, statements and

other documents required to be filed by it with the U.S. Securities and Exchange Commission (the “Commission” or “SEC”)

pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including

the Form 20-F and other material filings pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings

incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has not provided

to the Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, was

required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions

contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. At the time

of the respective filings, the Form 20-F’s complied in all material respects with the requirements of the Exchange Act and the rules

and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to

such documents. As of their respective filing dates, none of the Form 20-F’s contained any untrue statement of a material fact;

and none omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light

of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Commission Documents

comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission

or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United

States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved

(except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements,

to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the

consolidated financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then

ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

(g) No Material Adverse

Effect. As of March 31, 2026 till the date of this Agreement, the Company has not experienced or suffered any Material Adverse Effect.

For the purposes of this Agreement, “Material Adverse Effect” shall mean (i) any material adverse effect upon the assets,

properties, financial condition, business or prospects of the Company, and its Subsidiaries, when taken as a consolidated whole, and/or

(ii) any condition, circumstance, or situation that would prohibit or otherwise materially interfere with the ability of the Company to

perform any of its material covenants, agreements and obligations under this Agreement.

(h) [intentionally omitted]

(i) [intentionally omitted]

(j) Title to Assets.

Except where non-compliance would not have a Material Adverse Effect, each of the Company and the Subsidiaries has good and marketable

title to (i) all properties and assets purportedly owned or used by them as reflected in the Financial Statements, (ii) all properties

and assets necessary for the conduct of their business as currently conducted, and (iii) all of the real and personal property reflected

in the Financial Statements free and clear of any Lien. All leases are valid and subsisting and in full force and effect.

(k) Actions Pending.

There is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding pending or,

to the knowledge of the Company, threatened against or involving the Company which questions the validity of this Agreement or the transactions

contemplated hereby or thereby or any action taken or to be taken pursuant hereto or thereto. Except where the same would not have a Material

Adverse Effect, there is no action, suit, claim, investigation, arbitration, alternate dispute resolution proceeding or any other proceeding

pending or, to the knowledge of the Company, threatened against or involving the Company involving any of their respective properties

or assets. To the knowledge of the Company, there are no outstanding orders, judgments, injunctions, awards or decrees of any court, arbitrator

or governmental or regulatory body against the Company, the Subsidiaries or any of their respective executive officers or directors in

their capacities as such.

(l) Compliance with

Law. The Company and the Subsidiaries have all material franchises, permits, licenses, consents and other governmental or regulatory

authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to

possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or

in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(m) [intentionally omitted]

(n) No Conflicts.

The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated

herein and therein do not and will not (i) violate any provision of the Company’s Certificate or Bylaws, (ii) conflict with, or

constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights

of termination, amendment, acceleration or cancellation of, any agreement, mortgage, deed of trust, indenture, note, bond, license, lease

agreement, instrument or obligation to which the Company is a party or by which it or its properties or assets are bound, (iii) create

or impose a lien, mortgage, security interest, pledge, charge or encumbrance (collectively, “Lien”) of any nature on

any property of the Company under any agreement or any commitment to which the Company is a party or by which the Company is bound or

by which any of its respective properties or assets are bound, or (iv) result in a violation of any federal, state, local or foreign statute,

rule, regulation, order, judgment or decree (including Federal and state securities laws and regulations) applicable to the Company or

any of its subsidiaries or by which any property or asset of the Company or any of its subsidiaries are bound or affected, provided, however,

that, excluded from the foregoing in all cases are such conflicts, defaults, terminations, amendments, accelerations, cancellations and

violations as would not, individually or in the aggregate, have a Material Adverse Effect.

(o) Certain Fees.

No brokers fees, finders fees or financial advisory fees or commissions will be payable by the Company with respect to the transactions

contemplated by this Agreement.

(p) [intentionally omitted]

(q) Intellectual Property.

Each of the Company and the Subsidiaries owns or has the lawful right to use all patents, trademarks, domain names (whether or not registered)

and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto,

service marks, trade names, copyrights, licenses and authorizations, and all rights with respect to the foregoing, which are necessary

for the conduct of their respective business as now conducted without any conflict with the rights of others, except where the failure

to so own or possess would not have a Material Adverse Effect.

(r) Books and Record

Internal Accounting Controls. Except as may have otherwise been disclosed in the Form 10-Ks or the Form 10-Qs, the books and records

of the Company and the Subsidiaries accurately reflect in all material respects the information relating to the business of the Company

and the Subsidiaries, the location and collection of their assets, and the nature of all transactions giving rise to the obligations or

accounts receivable of the Company, or the Subsidiaries. Except as disclosed in the Company’s Commission Documents or on Schedule

2.1(r), the Company and the Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company,

to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,

(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset

accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv)

the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken

with respect to any differences.

(s) [intentionally omitted]

(t) Transactions with

Affiliates. Except as set forth in the Financial Statements or in the Commission Documents, there are no loans, leases, agreements,

contracts, royalty agreements, management contracts or arrangements or other continuing transactions between (a) the Company on the one

hand, and (b) on the other hand, any officer, employee, consultant or director of the Company or any person owning any capital stock of

the Company or any member of the immediate family of such officer, employee, consultant, director or stockholder or any corporation or

other entity controlled by such officer, employee, consultant, director or stockholder, or a member of the immediate family of such officer,

employee, consultant, director or stockholder.

(u) Private Placement.

Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 2.2, no registration under the Securities

Act is required for the offer and sale of the Shares by the Company to the Purchaser as contemplated hereby. The issuance and sale of

the Shares hereunder does not contravene the rules and regulations of the Nasdaq Capital Market.

(v) Investment Company.

The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Shares, will not be or be an Affiliate

of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct

its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company

Act of 1940, as amended.

(w) [intentionally omitted]

(x) No Integrated Offering.

Assuming the accuracy of the Purchaser’s representations and warranties set forth in Section 2.2, neither the Company, nor any of

its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or

solicited any offers to buy any security, under circumstances that would cause this offering of the Shares to be integrated with prior

offerings by the Company for purposes of (i) the Securities Act which would require the registration of any such securities under the

Securities Act, or (ii) any applicable shareholder approval provisions of the Nasdaq Capital Market on which any of the securities of

the Company are listed or designated.

Section 2.2 Representations

and Warranties of the Purchaser. Each Purchaser, severally but not jointly, hereby makes the following representations and warranties

to the Company as of the date hereof:

(a) No Conflicts.

The execution, delivery and performance of this Agreement and the consummation by such Purchaser of the transactions contemplated hereby

and thereby or relating hereto do not and will not conflict with, or constitute a default (or an event which with notice or lapse of time

or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of any agreement,

indenture or instrument or obligation to which such Purchaser is a party or by which its properties or assets are bound, or result in

a violation of any law, rule, or regulation, or any order, judgment or decree of any court or governmental agency applicable to such Purchaser

or its properties (except for such conflicts, defaults and violations as would not, individually or in the aggregate, have a material

adverse effect on such Purchaser). Such Purchaser is not required to obtain any consent, authorization or order of, or make any filing

or registration with, any court or governmental agency in order for it to execute, deliver or perform any of its obligations under this

Agreement, provided, that for purposes of the representation made in this sentence, such Purchaser is assuming and relying upon the accuracy

of the relevant representations and agreements of the Company herein.

(b) Status of Purchaser.

The Purchaser is a “non-US person” as defined in Regulation S. The Purchaser further makes the representations and warranties

to the Company set forth on Exhibit A. Such Purchaser is not required to be registered as a broker-dealer under Section 15

of the Exchange Act and such Purchaser is not a broker-dealer, nor an affiliate of a broker-dealer.

The Purchaser understands that the Shares are being offered and sold to it in reliance upon specific exemptions from the registration

requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the

Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set

forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Shares.

(d) Information.

The Purchaser and its advisors, if any, have had the opportunity to ask questions of management of the Company and its Subsidiaries and

have been furnished with all information relating to the business, finances and operations of the Company and information relating to

the offer and sale of the Shares which have been requested by the Purchaser or its advisors. Neither such inquiries nor any other due

diligence investigation conducted by the Purchaser or any of its advisors or representatives shall modify, amend or affect the Purchaser’s

right to rely on the representations and warranties of the Company contained herein. The Purchaser understands that its investment in

the Shares involves a significant degree of risk. The Purchaser further represents to the Company that the Purchaser’s decision

to enter into this Agreement has been based solely on the independent evaluation of the Purchaser and its representatives.

(e) Governmental Review.

The Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed upon

or made any recommendation or endorsement of the Shares.

(f) Transfer or Re-sale.

The Purchaser understands that the sale or re-sale of the Shares has not been and is not being registered under the Securities Act or

any applicable state securities laws, and the Shares may not be transferred unless (i) the Shares are sold pursuant to an effective registration

statement under the Securities Act, (ii) the Purchaser shall have delivered to the Company an opinion of counsel that shall be in form,

substance and scope customary for opinions of counsel in comparable transactions to the effect that the Shares to be sold or transferred

may be sold or transferred pursuant to an exemption from such registration, which opinion shall be reasonably acceptable to the Company,

(iii) the Shares are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the Securities Act (or

a successor rule) (“Rule 144”)) of the Purchaser who agrees to sell or otherwise transfer the Shares only in accordance

with this Section 2.2(f) and who is a non-US person, (iv) the Shares are sold pursuant to Rule 144, or (v) the Shares are sold pursuant

to Regulation S under the Securities Act (or a successor rule) (“Regulation S”). Notwithstanding the foregoing or anything

else contained herein to the contrary, the Shares may be pledged as collateral in connection with a bona fide margin

account or other lending arrangement.

(g) Legends. The

Purchaser understands that the Shares shall bear a restrictive legend in the form as set forth under Section 5.1 of this Agreement. The

Purchaser understands that, until such time the Shares may be sold pursuant to Rule 144 or Regulation S without any restriction as to

the number of securities as of a particular date that can then be immediately sold, the Shares may bear a restrictive legend in substantially

the form set forth under Section 5.1 (and a stop-transfer order may be placed against transfer of the certificates evidencing such Shares).

(h) Residency. The

Purchaser is a resident of the jurisdiction set forth immediately below such Purchaser’s name on the signature pages hereto.

(i) No General Solicitation.

The Purchaser acknowledges that the Shares were not offered to such Purchaser by means of any form of general or public solicitation or

general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or

other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar

or meeting to which such Purchaser was invited by any of the foregoing means of communications.

(j) Rule 144. Such

Purchaser understands that the Shares must be held indefinitely unless such Shares are registered under the Securities Act or an exemption

from registration is available. Such Purchaser acknowledges that such Purchaser is familiar with Rule 144 and Rule 144A, of the rules

and regulations of the Commission, as amended, promulgated pursuant to the Securities Act (“Rule 144”), and that such

person has been advised that Rule 144 and Rule 144A, as applicable, permits resales only under certain circumstances. Such Purchaser understands

that to the extent that Rule 144 or Rule 144A is not available, such Purchaser will be unable to sell any Shares without either registration

under the Securities Act or the existence of another exemption from such registration requirement.

(j) Brokers. Purchaser

does not have any knowledge of any brokerage or finder’s fees or commissions that are or will be payable by the Company to any broker,

financial advisor or consultant, finder, placement agent, investment banker, bank or other person or entity with respect to the transactions

contemplated by this Agreement.

(k) Acquisition for

Investment. The Purchaser is a “non-US person” as defined in Regulation S, acquiring the Shares solely for the its own

account for the purpose of investment and not with a view to or for sale in connection with a distribution to anyone.

(l) Independent Investment

Decision. Such Purchaser has independently evaluated the merits of its decision to purchase Shares pursuant to this Agreement, and

such Purchaser confirms that it has not relied on the advice of any other person’s business and/or legal counsel in making such

decision. Such Purchaser understands that nothing in this Agreement or any other materials presented by or on behalf of the Company to

the Purchaser in connection with the purchase of the Shares constitutes legal, tax or investment advice. Such Purchaser has consulted

such legal, tax and investment advisors as it, in its sole discretion, has deemed necessary or appropriate in connection with its purchase

of the Shares.

(m) Non-Affiliate.

Such Purchaser is not an affiliate (“Affiliate”) with respect to any Person (as defined herein), any other Person directly

or indirectly Controlling, Controlled by, or under common Control (as defined herein) with such Person. “Control” of a Person

means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person,

whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling” and

“under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled Person”)

shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning beneficially, as meant in Rule 13d-3 under

the Exchange Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent

governing authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses,

or distributions of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager,

or member (other than a member having no management authority that is not a 10% Owner) of the Controlled Person; or (c) a spouse, parent,

lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate

of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled

Person is a trustee. “Person” means an individual, corporation, partnership (including a general partnership, limited partnership

or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government,

domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

ARTICLE III

Covenants

The Company covenants with

the Purchaser as follows, which covenants are for the benefit of the Purchaser and its permitted assignees (as defined herein).

Section 3.1 Securities

Compliance. The Company shall notify the Commission in accordance with its rules and regulations, of the transactions contemplated

by any of this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law,

rule and regulation, for the legal and valid issuance of the Shares to the Purchaser or subsequent holders.

Section 3.2 Confidential

Information. The Purchaser agrees that such Purchaser and its employees, agents and representatives will keep confidential and will

not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information which

such Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company to such

Purchaser pursuant to this Agreement, unless such information is known to the public through no fault of such Purchaser or his or its

employees or representatives; provided, however, that a Purchaser may disclose such information (i) to its attorneys, accountants and

other professionals in connection with their representation of such Purchaser in connection with such Purchaser’s investment in

the Company, (ii) to any prospective permitted transferee of the Shares, so long as the prospective transferee agrees to be bound by the

provisions of this Section 3.3, or (iii) to any general partner or affiliate of such Purchaser.

Section 3.3 Compliance

with Laws. The Company shall comply to comply in all material respects, with all applicable laws, rules, regulations and orders, except

where non-compliance could not reasonably be expected to have a Material Adverse Effect.

Section 3.4 Keeping

of Records and Books of Account. The Company shall keep adequate records and books of account, in which complete entries will be made

in accordance with GAAP consistently applied, reflecting all financial transactions of the Company, and in which, for each fiscal year,

all proper reserves for depreciation, depletion, obsolescence, amortization, taxes, bad debts and other purposes in connection with its

business shall be made.

Section 3.5 [intentionally

omitted]

Section 3.6 No Manipulation

of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or

might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Section 3.7 Integration.

The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section

2 of the Securities Act) that would be integrated with the offer or sale of the securities in a manner that would require the registration

under the Securities Act of the sale of the securities or that would be integrated with the offer or sale of the securities for purposes

of the rules and regulations of the Nasdaq Capital Market such that it would require shareholder approval prior to the closing of such

other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

Section

3.8 [intentionally omitted]

Section 3.9 Use of

Proceeds. The Company shall use the net proceeds from the sale of the Shares hereunder for construction and development of an

artificial intelligence computing and supercomputing center, as well as related business development activities and shall not use such

proceeds: (a) for the redemption of any Common Stock or Common Stock Equivalents, or (b) in violation of FCPA or OFAC regulations.

For the purpose of this Agreement,

the term “Common Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder

thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other

instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,

Common Stock.

Section 3.10 Reporting

Status. Until the date on which the Purchasers shall have sold all of the Shares (the “Reporting Period”), the Company

shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Company shall not terminate its

status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would

no longer require or otherwise permit such termination.

ARTICLE IV

CONDITIONS

Section 4.1 Conditions

Precedent to the Obligation of the Company to Sell the Shares. The obligation hereunder of the Company to issue and sell the

Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions

are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion.

(a) Accuracy of the

Purchaser’s Representations and Warranties. The representations and warranties of the Purchaser in this Agreement shall be true

and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations

and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

(b) Performance by the

Purchaser. The Purchaser shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions

required by this Agreement to be performed, satisfied or complied with by such Purchaser at or prior to the Closing.

No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed

by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated

by this Agreement.

(d) Delivery of Purchase

Price. The Purchase Price for the Shares shall have been delivered to the Company.

(e) Delivery of this

Agreement. This Agreement shall have been duly executed and delivered by the Purchaser to the Company.

(f) Shareholder Approval.

An approval of the issuance of the Shares by the Company’s stockholders shall have been obtained before the Shares are issued to

the Purchasers. The closing conditions in this Section 4.1(f) are not waivable and may not be waived by any party hereto.

Section 4.2 Conditions

Precedent to the Obligation of the Purchaser to Purchase the Shares. The obligation hereunder of the Purchaser to acquire and

pay for the Shares offered in Offering is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set

forth below. These conditions are for the Purchaser’s sole benefit and may be waived by such Purchaser at any time in its sole discretion.

(a) Accuracy of the

Company’s Representations and Warranties. Each of the representations and warranties of the Company in this Agreement shall

be true and correct in all respects as of the date when made and as of the Closing Date as though made at that time, except for representations

and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.

(b) Performance by the

Company. The Company shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing.

No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed

by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated

by this Agreement.

(d) No Proceedings or

Litigation. Except as disclosed in the reports, statements and other documents required to be filed by the Company with the U.S. Securities

and Exchange Commission, no action, suit or proceeding before any arbitrator or any governmental authority shall have been commenced,

and no investigation by any governmental authority shall have been threatened, against the Company, or any of the officers, directors

or affiliates of the Company seeking to restrain, prevent or change the transactions contemplated by this Agreement, or seeking damages

in connection with such transactions.

(e) Certificates.

The Company shall have executed and delivered to each Purchaser a shareholder statement for the Shares being acquired by such Purchaser

to such address set forth next to each Purchaser with respect to the Closing.

(f) Resolutions.

The Board of Directors of the Company shall have adopted resolution consistent with Section 2.1(b) hereof in a form reasonably acceptable

to such Purchaser (the “Resolution”).

(g) Material Adverse

Effect. No Material Adverse Effect shall have occurred at or before the Closing Date.

ARTICLE V

Stock Certificate Legend

Section 5.1 Legend.

Each of the Shares shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend

required by applicable state securities or “blue sky” laws):

“THE SECURITIES REPRESENTED HEREBY HAVE

NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY STATE SECURITIES LAW.

THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SINGULARITY FUTURE TECHNOLOGY LTD. (THE “COMPANY”)

THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION

STATEMENT UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES

IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS,

(D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE

WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT AND IN COMPLIANCE

WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND

THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY

AND THE REGISTRAR AND TRANSFER AGENT TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE

WITH THE 1933 ACT”

ARTICLE VI

Indemnification

Section 6.1 General

Indemnity. The Company agrees to indemnify and hold harmless the Purchaser (and their respective directors, officers, managers, partners,

members, shareholders, affiliates, agents, successors and assigns) from and against any and all losses, liabilities, deficiencies, costs,

damages and expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred by the Purchaser

as a result of any inaccuracy in or breach of the representations, warranties or covenants made by the Company herein. The Purchaser,

severally but not jointly, agrees to indemnify and hold harmless the Company and its directors, officers, affiliates, agents, successors

and assigns from and against any and all losses, liabilities, deficiencies, costs, damages and expenses (including, without limitation,

reasonable attorneys’ fees, charges and disbursements) incurred by the Company as a result of any inaccuracy in or breach of the

representations, warranties or covenants made by such Purchaser herein. The maximum aggregate liability of the Purchaser pursuant to its

indemnification obligations under this Article VI shall not exceed the portion of the Purchase Price paid by the Purchaser hereunder.

In no event shall any “Indemnified Party” (as defined below) be entitled to recover consequential or punitive damages resulting

from a breach or violation of this Agreement.

Section 6.2 Indemnification

Procedure. Any party entitled to indemnification under this Article VI (an “Indemnified Party”) will give written

notice to the indemnifying party of any matters giving rise to a claim for indemnification; provided, that the failure of

any party entitled to indemnification hereunder to give notice as provided herein shall not relieve the indemnifying party of its obligations

under this Article VI except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In case

any action, proceeding or claim is brought against an Indemnified Party in respect of which indemnification is sought hereunder, the indemnifying

party shall be entitled to participate in and, unless in the reasonable judgment of the Indemnified Party a conflict of interest between

it and the indemnifying party may exist with respect of such action, proceeding or claim, to assume the defense thereof with counsel reasonably

satisfactory to the Indemnified Party. In the event that the indemnifying party advises an Indemnified Party that it will contest such

a claim for indemnification hereunder, or fails, within thirty (30) days of receipt of any indemnification notice to notify, in writing,

such person of its election to defend, settle or compromise, at its sole cost and expense, any action, proceeding or claim (or discontinues

its defense at any time after it commences such defense), then the Indemnified Party may, at its option, defend, settle or otherwise compromise

or pay such action or claim. In any event, unless and until the indemnifying party elects in writing to assume and does so assume the

defense of any such claim, proceeding or action, the Indemnified Party’s costs and expenses arising out of the defense, settlement

or compromise of any such action, claim or proceeding shall be losses subject to indemnification hereunder. The Indemnified Party shall

cooperate fully with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying

party and shall furnish to the indemnifying party all information reasonably available to the Indemnified Party which relates to such

action or claim. The indemnifying party shall keep the Indemnified Party fully apprised at all times as to the status of the defense or

any settlement negotiations with respect thereto. If the indemnifying party elects to defend any such action or claim, then the Indemnified

Party shall be entitled to participate in such defense with counsel of its choice at its sole cost and expense. The indemnifying party

shall not be liable for any settlement of any action, claim or proceeding effected without its prior written consent, provided, however,

that the indemnifying party shall be liable for any settlement if the indemnifying party is advised of the settlement but fails to respond

to the settlement within thirty (30) days of receipt of such notification. Notwithstanding anything in this Article VI to the contrary,

the indemnifying party shall not, without the Indemnified Party’s prior written consent, settle or compromise any claim or consent

to entry of any judgment in respect thereof which imposes any future obligation on the Indemnified Party or which does not include, as

an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party of a release from all liability in

respect of such claim. The indemnification required by this Article VI shall be made by periodic payments of the amount thereof during

the course of investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred, so long as the

Indemnified Party irrevocably agrees to refund such moneys if it is ultimately determined by a court of competent jurisdiction that such

party was not entitled to indemnification. The indemnity agreements contained herein shall be in addition to (a) any cause of action or

similar rights of the Indemnified Party against the indemnifying party or others, and (b) any liabilities the indemnifying party may be

subject to pursuant to the law.

ARTICLE VII

Miscellaneous

Section 7.1 Fees and

Expenses. Except as otherwise set forth in this Agreement, each party shall pay the fees and expenses of its advisors, counsel, accountants

and other experts, if any, and all other expenses, incurred by such party incident to the negotiation, preparation, execution, delivery

and performance of this Agreement.

Section 7.2 Specific

Enforcement, Consent to Jurisdiction.

(a) The Company and the

Purchaser acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not

performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled

to an injunction or injunctions to prevent or cure breaches of the provisions of this Agreement and to enforce specifically the terms

and provisions hereof or thereof, this being in addition to any other remedy to which any of them may be entitled by law or equity.

(b) Each of the Company

and the Purchaser hereby irrevocably submits to the jurisdiction of the United States District Court sitting in the Southern District

of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising

out of or relating to this Agreement or the transactions contemplated hereby or thereby. Each of the Company and the Purchaser consents

to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight

delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such

service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 7.2 shall affect or limit

any right to serve process in any other manner permitted by law. Each party hereby irrevocably waives personal service of process and

consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such

notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.

The Company hereby appoints Hunter Taubman Fischer & Li LLC, with offices at 950 Third Avenue, 19th Floor, New York, NY 10022 as its

agent for service of process in New York. Nothing contained herein shall be deemed to limit in any way any right to serve process in any

manner permitted by law.

Section 7.3 Entire

Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties with respect to the matters covered

hereby and, except as specifically set forth herein, neither the Company nor any of the Purchaser makes any representations, warranty,

covenant or undertaking with respect to such matters and they supersede all prior understandings and agreements with respect to said subject

matter, all of which are merged herein. No provision of this Agreement may be waived or amended other than by a written instrument signed

by the Company and the Purchaser, and no provision hereof may be waived other than by a written instrument signed by the party against

whom enforcement of any such waiver is sought.

Section 7.4 Notices.

All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason

of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed

to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as

evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two

(2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business

day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile

transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,

on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier

machine). If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address

of which no notice was given (in accordance with this Section 7.4), or the refusal to accept same, the notice, demand, consent, request,

instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit

of the sender). All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses

or facsimile numbers as applicable:

If to the Company:

Singularity Future Technology

Ltd

48 Wall Street, Suite 1100

New York, NY 10005

sherryyang@sglyfuture.com

with copies (which shall not

constitute notice) to:

Hunter Taubman Fischer &

Li LLC

950 Third Avenue, 19th Floor

New York, NY 10022

Attn: Joan Wu, Esq.

Email: jwu@htflawyers.com

If to Purchasers:

The addresses listed on Exhibit

Any party hereto may from

time to time change its address for notices by giving at least ten (10) days written notice of such changed address to the other party

hereto.

Section 7.5 Waivers.

No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be

a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof, nor shall any delay or omission

of any party to exercise any right hereunder in any manner impair the exercise of any such right accruing to it thereafter.

Section 7.6 Headings.

The section headings contained in this Agreement (including, without limitation, section headings and headings in the exhibits and schedules)

are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement.

Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to

the singular shall include the plural and vice versa.

Section 7.7 Successors

and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Purchaser,

as applicable, provided, however, that, subject to federal and state securities laws, a Purchaser may assign its

rights and delegate its duties hereunder in whole or in part to an affiliate or to a third party acquiring all or substantially all of

its Shares in a private transaction without the prior written consent of the Company or the other Purchaser, after notice duly given by

such Purchaser to the Company provided, that no such assignment or obligation shall affect the obligations of such Purchaser

hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that

apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors

and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties

hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement,

except as expressly provided in this Agreement.

Section 7.8 Governing

Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York. This Agreement

shall be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

Section 7.9 Survival.

The representations and warranties of the Company and the Purchaser shall survive the execution and delivery hereof and the Closing hereunder

for a period of three (3) years following the Closing Date.

Section 7.10 Counterparts.

This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all

of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each

party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. In the event

that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing

(or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original

thereof.

Section 7.11 Severability.

The provisions of this Agreement are severable and, in the event that any court of competent jurisdiction shall determine that any one

or more of the provisions or part of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal

or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision

of this Agreement and such provision shall be reformed and construed as if such invalid or illegal or unenforceable provision, or part

of such provision, had never been contained herein, so that such provisions would be valid, legal and enforceable to the maximum extent

possible.

Section 7.12 Individual

Capacity. Each Purchaser enters into this Agreement on its own capacity, and not as a group with other Purchasers. Each Purchaser,

severally but not jointly, makes representations and warranties contained under this Agreement.

Section 7.13 Termination.

This Agreement may be terminated prior to Closing by mutual written agreement of the Purchaser and the Company.

[Remainder of Page Intentionally Left Blank;

Signature Pages Follow]

[Signature Page of the Company]

IN WITNESS WHEREOF, the parties

hereto have caused this Agreement to be duly executed by their respective authorized officer as of the date first above written.

The Company:

Singularity Future Technology Ltd.

By:

/s/ Jia Yang

Name:

Jia Yang

Title:

Chief Executive Officer

[Signature Page of the Purchaser]

IN WITNESS WHEREOF, the Purchaser

has caused this Agreement to be duly executed individually or by its authorized officer or member as of the date first above written.

The Purchaser:

By:

Name:

Number of Shares Purchased:

Total Purchase Price:

Address and Contacts of Purchaser

Telephone:

Fax:

Email:

EXHIBIT A

NON-U.S. PERSON REPRESENTATIONS

The Purchaser indicating that it is not a U.S. person, severally and

not jointly, further represents and warrants to the Company as follows:

1. At the time of (a) the offer by the Company and (b) the acceptance of the offer by such person or entity,

of the Shares, such person or entity was outside the United States.

2. Such person or entity is acquiring the Shares for such Shareholder’s own account, for investment

and not for distribution or resale to others and is not purchasing the Shares for the account or benefit of any U.S. person, or with a

view towards distribution to any U.S. person, in violation of the registration requirements of the Securities Act.

3. Such person or entity will make all subsequent offers and sales of the Shares either (x) outside of the

United States in compliance with Regulation S; (y) pursuant to a registration under the Securities Act; or (z) pursuant to an available

exemption from registration under the Securities Act. Specifically, such person or entity will not resell the Shares to any U.S. person

or within the United States prior to the expiration of a period commencing on the Closing Date and ending on the date that is one year

thereafter (the “Distribution Compliance Period”), except pursuant to registration under the Securities Act or an exemption

from registration under the Securities Act.

4. Such person or entity has no present plan or intention to sell the Shares in the United States or to a

U.S. person at any predetermined time, has made no predetermined arrangements to sell the Shares and is not acting as a Distributor of

such securities.

5. Neither such person or entity, its Affiliates nor any Person acting on behalf of such person or entity,

has entered into, has the intention of entering into, or will enter into any put option, short position or other similar instrument or

position in the U.S. with respect to the Shares at any time after the Closing Date through the Distribution Compliance Period except in

compliance with the Securities Act.

6. Such person or entity consents to the placement of a legend on any certificate or other document evidencing

the Shares substantially in the form set forth in Section 5.1.

7. Such person or entity is not acquiring the Shares in a transaction (or an element of a series of transactions)

that is part of any plan or scheme to evade the registration provisions of the Securities Act.

8. Such person or entity has sufficient knowledge and experience in finance, securities, investments and

other business matters to be able to protect such person’s or entity’s interests in connection with the transactions contemplated

by this Agreement.

9. Such person or entity has consulted, to the extent that it has deemed necessary, with its tax, legal,

accounting and financial advisors concerning its investment in the Shares.

10. Such person or entity understands the various risks of an investment in the Shares and can afford to bear

such risks for an indefinite period of time, including, without limitation, the risk of losing its entire investment in the Shares.

11. Such person or entity has had access to the Company’s publicly filed reports with the SEC and has

been furnished during the course of the transactions contemplated by this Agreement with all other public information regarding the Company

that such person or entity has requested and all such public information is sufficient for such person or entity to evaluate the risks

of investing in the Shares.

12. Such person or entity has been afforded the opportunity to ask questions of and receive answers concerning

the Company and the terms and conditions of the issuance of the Shares.

13. Such person or entity is not relying on any representations and warranties concerning the Company made

by the Company or any officer, employee or agent of the Company, other than those contained in this Agreement.

14. Such person or entity will not sell or otherwise transfer the Shares unless either (A) the transfer

of such securities is registered under the Securities Act or (B) an exemption from registration of such securities is available.

15. Such person or entity represents that the address furnished on its signature page to this Agreement is

the principal residence if he is an individual or its principal business address if it is a corporation or other entity.

16. Such person or entity understands and acknowledges that the Shares have not been recommended by any federal

or state securities commission or regulatory authority, that the foregoing authorities have not confirmed the accuracy or determined the

adequacy of any information concerning the Company that has been supplied to such person or entity and that any representation to the

contrary is a criminal offense.

Exhibit

List

of Purchasers

No.

Name

Address

Total:

Schedules

to Securities Purchase Agreement

Schedule 2.1(a). Organization, Good Standing and Power

Not applicable.

Schedule 2.1(c). Capitalization

There are 896,917 shares of Common Stock and no Preferred Stock issued

and outstanding as of the date of this Agreement.

Schedule 2.1(r). Books and Record Internal Accounting Controls

Not applicable.

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 7

v3.26.1

Cover

Aug. 12, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 12, 2026

Entity File Number

001-34024

Entity Registrant Name

SINGULARITY FUTURE TECHNOLOGY LTD.

Entity Central Index Key

0001422892

Entity Tax Identification Number

11-3588546

Entity Incorporation, State or Country Code

Entity Address, Address Line One

48 Wall Street

Entity Address, Address Line Two

Suite 1100

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10005

City Area Code

718

Local Phone Number

888-1814

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, no par value

Trading Symbol

SGLY

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration