Form 8-K - Current report

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): November 16, 2024

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 5.02. Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers

On November 16, 2024, Mr. Ziyun Liu resigned from his position as the chief executive officer (“CEO”) of Singularity Future Technology Ltd. (the “Company”) and as a director and the chairman of the board of directors of the Company (the “Board”). Mr. Ziyun Liu’s resignation was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On November 18, 2024, the Nominating and Corporate Governance Committee of the Board nominated and the Board appointed Ms. Jia Yang as the CEO of the Company and the chairwoman of the Board to fill the vacancy resulting from Mr. Ziyun Liu’s resignation. Ms. Yang has served as a vice president of the Company and a director of the Board since August 2024.

In connection with Ms. Yang’s appointment, the Company and Ms. Yang entered into an employment agreement, dated November 18, 2024 (the “CEO Employment Agreement”), pursuant to which Ms. Yang will receive an annual compensation of $66,000 for her services as the CEO of the Company.

On November 18, 2024, the Nominating and Corporate Governance Committee of the Board nominated and the Board appointed Mr. Jinhao Pang as the manager of the Technology Department of the Company and an executive director of the Board.

In connection with Mr. Pang’s appointment, the Company and Mr. Pang entered into an employment agreement, dated November 18, 2024 (the “Manager Employment Agreement”), and a director offer, dated November 18, 2024 (the “Offer Letter”), pursuant to which Mr. Pang will receive an aggregate annual compensation of $60,000 for his services as the manager of the Technology Department of the Company and an executive director of the Board.

Mr. Pang worked as a software engineer with Yisa Technology Co., Ltd. in Qingdao, China from June 2021 to August 2022, where he led the design and development of a module for a training system, which allowed companies to update training content dynamically and enables users to engage with the latest material through interactive learning and problem-solving. Mr. Pang received a M.S. in Computer Science from New York University in May 2024, and a B.S. in Information and Computing Science from Xi’an Jiaotong-Liverpool University in July 2022.

There is no family relationship between Mr. Pang and any of our other officers and directors. Except for the Manager Employment Agreement and the Offer Letter described above, Mr. Pang has not had any transaction with the Company since the beginning of our last fiscal year.

The foregoing description of the CEO Employment Agreement, the Manager Employment Agreement and the Offer Letter is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the CEO Employment Agreement, the Manager Employment Agreement and the Offer Letter attached hereto as Exhibits 10.1,10.2 and 10.3, respectively, which are incorporated herein by this reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Employment Agreement with Ms. Jia Yang, dated November 18, 2024
10.2		Employment Agreement with Mr. Jinhao Pang, dated November 18, 2024
10.3		Offer Letter to Mr. Jinhao Pang, dated November 18, 2024
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: November 20, 2024	Singularity Future Technology Ltd.

	By:	/s/ Jia Yang
	Name:	Jia Yang
	Title:	Chief Executive Officer

Exhibit 10.1

Employment Agreement

This Employment Agreement (the “Agreement”) is made and entered into as of November 18, 2024 (the “Effective Date”), by and between Singularity Future Technology Ltd., a Virginia company with an address at 48 Wall Street, Suite 1100, New York, NY 10005 (the “Company”) and Jia Yang (the “Employee”).

WHEREAS, the Company desires to employ the Employee on the terms and conditions set forth herein; and

WHEREAS, the Employee desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. This Agreement shall be effective as of the Effective Date and shall continue for a period of one year from the Effective Date unless terminated earlier pursuant to Paragraph 11 herein. The term of the Agreement shall automatically extend for additional one-year periods unless either party gives notice of intent not to renew the Agreement at least 30 days before the one-year anniversary date of the initial term or any subsequent term. The period during which the Employee is employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

2. Position and Duties.

2.1 Position. During the Employment Term, the Employee shall serve as the chief executive officer of the Company.

2.2 Duties. The Employee shall be responsible for overseeing and developing the business of the Company. The Employee shall have such duties, authority, and responsibility as shall be determined from time to time by the board of directors of the Company (the “Board”), which duties, authority, and responsibility are consistent with the Employee’s position. Employee shall report to the Board or its designees..

2.3 Business Attention. During the Employment Term, the Employee shall devote substantially all of the Employee’s business time and attention to the performance of the Employee’s duties hereunder and shall not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Company.

3. Place of Performance. Employee shall work primarily from the employee’s home in Beijing, China or at another location that is approved by the Board, provided that the Employee may be required to travel on Company business during the Employment Term.

4. Compensation.

4.1 Base Salary. The Company shall pay the Employee an annual rate of base salary of $66,000 per U.S. calendar year (less applicable taxes and withholding) in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Employee’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary.”

4.2 Annual Bonus. For each U.S. calendar year of the Employment Term, the Employee shall be eligible to receive an annual bonus (the “Annual Bonus”) subject to the approval of the Board . The amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Company. Employee must be employed by the Company on the date on which any Annual Bonus is distributed to receive any such Annual Bonus.

4.3 Employee Benefits. During the Employment Term, the Employee shall be entitled to participate in all employee benefit plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than is provided to other similarly situated employees of the Company, to the extent consistent with applicable law and the terms and eligibility requirements of the applicable Employee Benefit Plans. The Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.

4.4 Vacation; Paid Time-Off. During the Employment Term, the Employee shall be entitled to four-week paid vacation days per U.S. calendar year (prorated for partial years) in accordance with the Company’s vacation policies, as in effect from time to time. The Employee shall receive other paid time-off in accordance with the Company’s policies and applicable law as such policies may exist from time to time.

4.5 Business Expenses. The Employee shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Employee in connection with the performance of the Employee’s duties hereunder upon prompt submission of documentation supporting those expenses that is reasonably satisfactory to the Company and in accordance with the Company’s expense reimbursement policies and procedures. Employee shall obtain the written consent of the Board prior to incurring any expense of US$100,000 or more.

5. Cooperation. The parties agree that certain matters in which the Employee will be involved during the Employment Term may necessitate the Employee’s cooperation in the future. Accordingly, following the termination of the Employee’s employment for any reason, to the extent reasonably requested by the Company, the Employee shall cooperate with the Company in connection with matters arising out of the Employee’s service to the Company; provided that the Company shall make reasonable efforts to minimize disruption of the Employee’s other activities. The Company shall reimburse the Employee for reasonable expenses incurred in connection with such cooperation and, to the extent that the Employee is required to spend substantial time on such matters, the Company shall compensate the Employee at an hourly rate based on the Employee’s Base Salary on the Termination Date.

6. Confidential Information. The Employee understands and acknowledges that during the Employment Term, the Employee will have access to and learn about Confidential Information, as defined below.

6.1 Confidential Information Defined. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, all information not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to the Company and its parents, subsidiaries or affiliates and their business, clients, suppliers, investors, partners, employees and consultants, including, but not limited to: business processes, practices, methods, policies, plans, publications, documents, research, operations, services, strategies, techniques, agreements, contracts, terms of agreements, client information, client lists, transactions, potential transactions, investor information, investor lists, negotiations, pending negotiations, know-how, trade secrets, computer programs, computer software, computer code, applications, operating systems, software design, web design, work-in-process, databases, manuals, records, articles, systems, material, sources of material, supplier information, vendor information, financial information, results, accounting information, accounting records, legal information, marketing information, advertising information, pricing information, credit information, design information, payroll information, staffing information, personnel information, employee lists, supplier lists, vendor lists, developments, reports, internal controls, security procedures, graphics, drawings, sketches, market studies, sales information, revenue, costs, formulae, notes, communications, algorithms, product plans, designs, styles, models, ideas, audiovisual programs, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, or specifications of the Company or its businesses or any existing or prospective client, supplier, investor or other associated third party, or of any other person or entity that has entrusted information to the Company in confidence.

The Employee understands that the above list is not exhaustive, and that Confidential Information also includes other information that is marked or otherwise identified as confidential or proprietary, or that would otherwise appear to a reasonable person to be confidential or proprietary in the context and circumstances in which the information is known or used.

The Employee understands and agrees that Confidential Information includes information developed by the Employee in the course of the Employee’s employment by the Company as if the Company furnished the same Confidential Information to the Employee in the first instance. Confidential Information shall not include information that is generally available to and known by the public at the time of disclosure to the Employee; provided that, such information is not generally available to and known by the public through the direct or indirect fault of the Employee or person(s) acting on the Employee’s behalf.

6.2 Company Creation and Use of Confidential Information. The Employee understands and acknowledges that the Company has invested, and continues to invest, substantial time, money, and specialized knowledge into developing its resources, creating a client base, generating potential clients, training its employees, and improving its offerings in its field. The Employee understands and acknowledges that as a result of these efforts, the Company has created, and continues to use and create Confidential Information. This Confidential Information provides the Company with a competitive advantage over others in the marketplace.

6.3 Disclosure and Use Restrictions. The Employee agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not to directly or indirectly disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to any entity or person whatsoever (including other employees of the Company) not having a need to know and authority to know and use the Confidential Information in connection with the business of the Company and, in any event, not to anyone outside of the direct employ of the Company except as required in the performance of the Employee’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties); and (iii) not to access or use any Confidential Information, and not to copy any documents, records, files, media, or other resources containing any Confidential Information, or remove any such documents, records, files, media, or other resources from the premises or control of the Company, except as required in the performance of the Employee’s authorized employment duties to the Company (and then, such disclosure shall be made only within the limits and to the extent of such duties). Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order.

6.4 Return of Property. Upon (a) termination of the Employee’s employment for any reason or (b) the Company’s request at any time during the Employment Term, the Employee shall (i) provide or return to the Company any and all Company property, including Company-issued computers, phones, or other equipment, manuals, reports, files, and all Company documents, data, and materials belonging to the Company and stored in any fashion, including but not limited to those that constitute or contain any Confidential Information, that are in the possession, custody or control of the Employee, whether they were provided to the Employee by the Company or any of its business associates or created by the Employee in connection with the Employee’s employment by the Company; and (ii) after consultation with and approval of the Company, irrevocably delete or destroy all copies of any such documents, data, and materials not returned to the Company that remain in the Employee’s possession, custody or control, including those stored on any non-Company devices, networks, storage locations (including cloud storage), and media in the Employee’s possession or control. Upon the Company’s request, the Employee shall provide a written certification in a form acceptable to the Company attesting to the Employee’s return or authorized destruction of all property, documents, data or information referred to herein and shall permit the Company to have reasonable access to such non-Company devices, networks, storage locations (including cloud storage), and media as is reasonably necessary to confirm that all property, documents, data or information referred to herein has been irrevocably deleted or destroyed.

6.5 Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:

(a) The Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

i. is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or

ii. is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

(b) If the Employee files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Employee may disclose the Company’s trade secrets to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee:

i. files any document containing trade secrets under seal; and

ii. does not disclose trade secrets, except pursuant to court order.

6.6 Limitation. Nothing herein prohibits Employee from communicating with law enforcement, the Equal Employment Opportunity Commission, the New York State Department of Human Rights, or any similar governmental entity or body or an attorney retained by the Employee about factual information related to any future claim of discrimination or harassment.

6.7 Acknowledgement. The Employee understands and acknowledges that the Employee’s obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Employee first having access to such Confidential Information (whether before or after the Employee begins employment by the Company) and shall continue during and after the Employee’s employment by the Company until such time as such Confidential Information has become public knowledge other than as a result of the Employee’s breach of this Agreement or breach by those acting in concert with the Employee or on the Employee’s behalf.

7. Restrictive Covenants.

7.1 Acknowledgements.

(a)

The Employee understands and acknowledges that the nature of the Employee’s position gives the Employee access to and knowledge of Confidential Information, places the Employee in a position of trust and confidence with the Company, and allows the Employee to develop and have unique relationships and good will with the Company’s clients, users, vendors, business partners and others.

(b)

The Employee understands and acknowledges that the services the Employee provides to the Company are unique, special, or extraordinary.

(c)

The Employee understands and acknowledges that because of the Employee’s experience with and relationship to the Company, the Employee will have access to and learn about the Company’s clients, business partners, investors, vendors and suppliers (collectively, for purposes of this paragraph, “Clients”) and about the Company’s Client Information. “Client Information” includes, but is not limited to, names, phone numbers, addresses, e-mail addresses, order history, order preferences, chain of command, pricing information, and other information identifying facts and circumstances specific to any Client and relevant to the Company’s business with the Client.

(d)

The Employee understands and acknowledges that loss of Client relationships and/or goodwill will cause significant and irreparable harm to the Company.

(e)

The Employee understands and acknowledges that, for purposes of this Agreement, the Non-Compete Restricted Period shall mean the time period during the Employment Term and for six months from the termination of the Employee’s employment with the Company (or the termination of this Agreement) for any reason and the Non-Solicit Restricted Period shall mean the time period during the Employment Term and for twelve months from the termination of the Employee’s employment with the Company (or the termination of this Agreement) for any reason.

7.2 Non-Solicitation of Employees and Contractors. The Employee agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment or service of any employee or independent contractor of the Company during the Non-Solicit Restricted Period.

7.3 Non-Solicitation of Clients. The Employee agrees and covenants, during the Non-Solicit Restricted Period, not to directly or indirectly solicit, contact (including but not limited to through e-mail, regular mail, express mail, telephone, fax, instant message or through web-based sites or applications such as (but not limited to) LinkedIn, Instagram or Facebook), attempt to contact, or meet with the Company’s Clients to whom the Employee provided services or about whom the Employee learns during the Employment Term for purposes of (i) offering or accepting goods or services similar to or competitive with those offered by the Company or (ii) causing or inducing the Client to decrease or end its relationship or business with the Company.

7.4 Non-Compete. The Employee agrees and covenants not to engage in any Competitive Activity during the Non-Compete Restricted Period directly or indirectly. Competitive Activity shall mean (i) providing any services to a Competing Business that are similar to the services Employee provides to the Company or (ii) becoming an owner of, or becoming employed by, affiliated with or otherwise providing services to a Competing Business. Competing Business shall mean a person or entity that engages in business activities similar to those of the Company, including, but not limited to cryptocurrency mining and renewable or sustainable energy sourcing or production.

7.5 Reasonableness. Employee agrees that the scope, duration and terms of the restrictions contained in this paragraph are reasonable and necessary to protect the legitimate business interests of the Company.

7.6 Notice to Future Employers. Employee agrees that during the Restricted Period, Employee shall inform any potential or actual employer or other person or entity to whom Employee may provide services of the terms of the restrictions in this paragraph prior to beginning employment or providing services to such person or entity.

8. Non-Disparagement. The Employee agrees and covenants that the Employee will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its employees, officers or owners.

This Section does not, in any way, restrict or impede the Employee from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.

9. Remedies. In the event of a breach or threatened breach by the Employee of Sections 6, 7 or 8 of this Agreement, the Employee hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.

10. Proprietary Rights.

10.1 Work Product. The Employee acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by the Employee individually or jointly with others during the period of Employee’s employment by the Company and relate in any way to the business or contemplated business, products, activities, research, or development of the Company or result from any work performed by the Employee for the Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to US and foreign (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works (including computer programs), and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the Company.

10.2 Work Made for Hire; Assignment. The Employee acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is “work made for hire” as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the foregoing does not apply, the Employee hereby irrevocably assigns to the Company, for no additional consideration, the Employee’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit the Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that the Company would have had in the absence of this Agreement.

10.3 Further Assurances; Power of Attorney. During and after the Employee’s employment, the Employee agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect, and transfer to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same, including, without limitation, giving testimony and executing and delivering to the Company any and all applications, oaths, declarations, affidavits, waivers, assignments, and other documents and instruments as shall be requested by the Company. The Employee hereby irrevocably grants the Company power of attorney to execute and deliver any such documents on the Employee’s behalf in Employee’s name and to do all other lawfully permitted acts to transfer the Work Product to the Company and further the transfer, prosecution, issuance, and maintenance of all Intellectual Property Rights therein, to the full extent permitted by law, if the Employee does not promptly cooperate with the Company’s request (without limiting the rights the Company shall have in such circumstances by operation of law). The power of attorney is coupled with an interest and shall not be affected by the Employee’s subsequent incapacity.

10.4 No License. The Employee understands that this Agreement does not, and shall not be construed to, grant the Employee any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software, or other tools made available to the Employee by the Company.

11. Termination

11.1 Termination for Cause. Subject to the terms of this provision, employment of the Employee hereunder and the Employment Term may be terminated immediately by the Company with Cause (as defined herein) on written notice to the Employee. “Cause” shall mean (A) embezzlement, theft, misappropriation, or conversion by the Employee of any property of the Company or its affiliates, subsidiaries or parents; (B) any breach by the Employee of the Employee’s covenants under Paragraphs 6, 7 or 8; (C) any breach by the Employee of any other material provision of this Agreement or of any written policy of the Company that has been provided to Employee which breach is not cured, to the extent susceptible to cure, within fourteen (14) days after the Company has given written notice to the Employee describing such breach; (D) failure or refusal by the Employee to perform any lawful directive of the Company or the Board or the duties of the Employee’s employment under this Agreement which continues for a period of at least fourteen (14) days following notice thereof by the Company to the Employee; (E) the Employee’s conviction of, or plea of nolo contendere (or a similar plea), to, or the failure of the Employee to contest the Employee’s prosecution for, a felony (or its equivalent in any non-United States jurisdiction), or any other criminal offense (other than a misdemeanor) involving theft, fraud, dishonesty, misrepresentation or moral turpitude, or that could reasonably be expected to materially, adversely impact the business or reputation of the Company; (F) gross negligence or willful misconduct on the part of the Employee in the performance of the Employee’s duties as an employee of the Company; (G) the Employee’s breach of the Employee’s fiduciary obligations to or disloyalty to the Company; (H) any act or omission to act of the Employee intended to harm or damage the business, property, operations, financial condition or reputation of the Company or its affiliates, subsidiaries or parents; (I) the Employee’s failure to cooperate, if requested in writing by the Employee’s supervisor, or the Board with any investigation or inquiry into the Employee’s or the Company’s business practices, whether internal or external, including, but not limited to, the Employee’s refusal to be deposed or to provide testimony or evidence at any trial, proceeding or inquiry; or (J) any chemical dependence of the Employee which materially adversely affects the performance of the Employee’s duties and responsibilities to the Company.

11.2 Termination for Good Reason. Subject to the terms of this provision, employment of the Employee hereunder and the Employment Term may be terminated immediately by the Employee immediately for Good Reason (as defined herein) on written notice to the Company. “Good Reason” shall mean, without Employee’s consent, (A) a material reduction in the Employee’s Base Salary, (ii) a material adverse change in the Employee’s title, duties, or line of reporting or (iii) a material breach by the Company of any material provision of this Agreement; provided that in the event the Employee intends to terminate Employee’s employment for Good Reason, Employee shall, within thirty (30) days of the occurrence of the event giving rise to Good Reason, give the Company fifteen (15) days’ advanced written notice of such intent and the event giving rise to Good Reason, and the Company shall have the opportunity to cure such event during such fifteen (15) day notice period.

11.3 Termination for Death or Disability. Subject to the terms of this provision, employment of the Employee hereunder and the Employment Term are terminated without action by the Company, the Employee or any other person or entity, upon the death of the Employee or on the ninetieth (90th) consecutive day during which the Employee has a Disability (as defined in the following sentence). For purposes of this Agreement, the term “Disability” shall mean the inability of the Employee to perform the Employee’s essential duties and responsibilities (even with reasonable accommodation) under this Agreement for a period of more than ninety (90) consecutive days as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative.

11.4 Impact of Termination without Cause. If, during the Employment Term, the Company terminates the Employee without Cause or the Employee terminates the Employee’s employment with Good Reason, then the Company shall pay the Employee six month of Base Salary provided that Employee executes (and does not revoke) a general release of all claims against the Company in a form reasonably acceptable to the Company within 30 days of the last day of Employee’s employment with the Company.

12. Policies. Employee shall abide by the Company’s published policies. Nothing herein shall require Employee’s consent, or preclude or limit the Company’s ability, to revise or terminate any such policy.

13. Governing Law and Forum; Jury Waiver; Service of Process.

13.1 Governing Law and Forum. The parties acknowledge that the Company is based in Nassau County, New York. This Agreement, for all purposes, shall be construed in accordance with the laws of New York without regard to conflicts of law principles. The Employee and the Company irrevocably (a) submit to the jurisdiction of the state and federal courts sitting in Nassau County, New York in connection with any claim, controversy or dispute arising out of or relating in any way to this Agreement or Employee’s employment with (or the termination of Employee’s employment with) the Company and (b) waive any defense based on forum non conveniens in connection with any such litigation in any state or federal court sitting in Nassau County, New York.

13.2 Jury Waiver. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY.

13.3 Service of Process. Employee consents to receive service of process of any action commenced by the Company by Federal Express, DHL or similar overnight courier sent to the Employee at the address specified in Section 20 below and that such service shall be effective one (1) day after being sent by the Company. Employee waives all defenses based on service of process regarding process that is served in a manner consistent with this provision.

14. Arbitration.

14.1 Arbitration Process. Any claim, controversy or dispute arising out of or relating in any way to this Agreement or Employee’s employment with (or the termination of Employee’s employment with) the Company shall be settled by arbitration administered by the American Arbitration Association in accordance with its Employment Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be either Nassau County or New York County, New York and the arbitration shall be conducted in English. Nothing herein precludes (a) the parties from seeking provisional remedies in aid of arbitration or (b) the Company from seeking injunctive or other equitable or preliminary relief to enforce the obligations specified in paragraphs 6, 7, and 8 of the Agreement from a court of appropriate jurisdiction.

14.2 No Class Claims. The Employee and the Company expressly intend and agree that (a) class action and collective action procedures shall not be asserted, and will not apply, in any arbitration under this Agreement; (b) each will not assert class or collective action claims against the other in arbitration, court, or any other forum; (c) each shall only submit their own, individual claims in arbitration and shall not bring claims against the other in any representative capacity on behalf of any other individual; (d) any claims by the Employee will not be joined, consolidated, or heard together with claims of any other current or former employee of Employer; and (e) notwithstanding anything to the contrary herein or in the AAA Employment Arbitration Rules, the arbitrator(s) shall have no jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the Company and Employee without the consent of all parties.

15. Entire Agreement. This Agreement contains all of the understandings and representations between the Employee and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. The parties mutually agree that the Agreement can be specifically enforced and can be cited as evidence in legal proceedings alleging breach of the Agreement.

16. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by the Employee and the Company. No waiver by either of the parties of any breach by the other party of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the parties in exercising any right, power, or privilege hereunder operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.

17. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding upon the parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.

The parties further agree that any such court is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law.

18. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

19. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

20. Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier or by email to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to the Company:

48 Wall Street, Suite 1100, New York, NY 10005

sherryf@singularity.us

If to the Employee:

Jianguo Rd, China Central Apartment, Building 5, #205, Chaoyang District, Beijing, China

21. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

22. Acknowledgement of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

JIA YANG		SINGULARITY FUTURE TECHNOLOGY LTD.

Signature:	/s/ Jia Yang	By:	/s/ Ying Cao
Print Name:	Jia Yang	Name:	Ying Cao
		Title:	Chief Financial Officer

Exhibit 10.2

Employment Agreement

This Employment Agreement (the “Agreement”) is made and entered into as of November 18, 2024 (the “Effective Date”), by and between Singularity Future Technology Ltd., a Virginia company with an address at 48 Wall Street, Suite 1100, New York NY 10005 (the “Company”) and Jinhao Pang (the “Employee”).

WHEREAS, the Company desires to employ the Employee on the terms and conditions set forth herein; and

WHEREAS, the Employee desires to be employed by the Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

2. Position and Duties.

2.1 Position. During the Employment Term, the Employee shall serve as the manager of the Technology Department of the Company.

2.2 Duties. The Employee shall be responsible for overseeing and leading the Technology Department of the Company. The Employee shall have such duties, authority, and responsibility as shall be determined from time to time by the chief executive officer (“CEO”) of the Company, which duties, authority, and responsibility are consistent with the Employee’s position. Employee shall report to the CEO or its designees.

3. Place of Performance. Employee shall work primarily from the employee’s home in Qingdao, Shandong, China or at another location that is approved by the Board, provided that the Employee may be required to travel on Company business during the Employment Term.

4. Compensation.

4.1 Base Salary. The Company shall pay the Employee an annual rate of base salary of $60,000 per U.S. calendar year (less applicable taxes and withholding) in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Employee’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary.”

4.2 Annual Bonus. For each U.S. calendar year of the Employment Term, the Employee shall be eligible to receive an annual bonus (the “Annual Bonus”) subject to the approval of the Board of the Directors of the Company (the “Board”). The amount and terms of any Annual Bonus shall be in the sole and absolute discretion of the Company. Employee must be employed by the Company on the date on which any Annual Bonus is distributed to receive any such Annual Bonus.

6. Confidential Information. The Employee understands and acknowledges that during the Employment Term, the Employee will have access to and learn about Confidential Information, as defined below.

6.5 Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 (“DTSA”). Notwithstanding any other provision of this Agreement:

(a) The Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

ii. is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

i. files any document containing trade secrets under seal; and

ii. does not disclose trade secrets, except pursuant to court order.

7. Restrictive Covenants.

7.1 Acknowledgements.

(a)

(b)

The Employee understands and acknowledges that the services the Employee provides to the Company are unique, special, or extraordinary.

(c)

(d)

The Employee understands and acknowledges that loss of Client relationships and/or goodwill will cause significant and irreparable harm to the Company.

(e)

10. Proprietary Rights.

11. Termination

13. Governing Law and Forum; Jury Waiver; Service of Process.

13.2 Jury Waiver. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY.

14. Arbitration.

19. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

If to the Company:

48 Wall Street, Suite 1100, New York, NY 10005

sherryf@singularity.us

If to the Employee:

304 Xinhua Rd, Huangdao District, Qingdao, Shandong Province, China

[signature page to follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

JINHAO PANG		SINGULARITY FUTURE TECHNOLOGY LTD.

Signature:	/s/ Jinhao Pang	By:	/s/ Jia Yang
Print Name:	Jinhao Pang	Name:	Jia Yang
		Title:	Chief Executive Officer

Exhibit 10.3

SINGULARITY FUTURE TECHNOLOGY LTD.

48 Wall Street, Suite 1100

New York, NY 10005

November 18, 2024

Re: Director Offer Letter

Dear Mr. Jinhao Pang:

Singularity Future Technology Ltd., a company incorporated in the State of Virginia (the “Company”), is pleased to offer you a position as an executive director of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as an executive director of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

1. Term. This Agreement is effective upon your acceptance and signature below. Your term as an executive director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

2. Services. You shall render services as an executive director of the Board (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

3. Compensation. As compensation for your services to the Company, you will receive $0. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

4. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

5. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a. Definition. For purposes of this Agreement the term “Confidential Information” means:

i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company's demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.

d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.

e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

f. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

6. Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company's obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

7. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

8. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

9. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment and (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought.

10. Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

11. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.

(Signature Page Follows)

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

	Sincerely,

	Singularity Future Technology Ltd.

	By:	/s/ Jia Yang
	Name:	Jia Yang
	Title:	Chief Executive Officer and Chairwoman of the Board

AGREED AND ACCEPTED:

/s/ Jinhao Pang
Name:	Jinhao Pang

Cover	Nov. 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 16, 2024
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	VA
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	NY
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