Singularity Future Technology Ltd. appointed new CEO

Item 5.02. Appointment of Certain Officers; Compensatory Arrangements with Certain Officers


Singularity Future Technology Ltd. (the "Company" or the "Registrant") is filing this Current Report on Form 8-K for the primary purpose of disclosing certain new information with respect to its previously reported investigation and findings about its former CEO, Mr. Yang Jie. This Form 8-K supplements the Registrant's Form 10-K for the fiscal year ended June 30, 2022, filed with the U.S. Securities and Exchange Commission (the "SEC") on March 6, 2023 (the "Original 10-K"), the Form 10-Q for the quarter ended March 31, 2022, filed on March 6, 2023 (the "Original 10-Q") and the Form 8-K filed on August 12, 2022 (the "Original 8-K") with the SEC. Accordingly, this Form 8-K should be read in conjunction with the Original 10-K, the Original 10-Q and the Original 8-K, including any amendments to those filings.


As previously disclosed in the Original 10-K, the Original 10-Q and the Original 8- K, on May 5, 2022, an entity named Hindenburg Research issued a report (the "Hindenburg Report") regarding the company alleging, pertinent to this disclosure, that the Company's then CEO, Mr. Yang Jie, was a fugitive on the run from the Chinese authorities for running an alleged $300 million Ponzi scheme that lured in over 20,000 victims. On May 6, 2022, the Board of Directors of the Company (the "Board") formed a special committee of its Board of Directors (the "Special Committee") to investigate, in part, the allegations in the Hindenburg Report that the Mr. Jie was a fugitive on the run from the Chinese authorities. Subsequently, on August 16, 2022, the SEC and attorneys from Blank Rome LLP, counsel for the Special Committee, held a conference call, during which counsel represented that Mr. Jie had provided documentation to the SEC that indicated that the charges against him in the People's Republic of China ('the "PRC") had been dropped, but the Special Committee's investigation raised questions regarding the authenticity of such documents. The Special Committee concluded that a "Red Notice" was issued in the PRC with respect to Mr. Jie. A "Red Notice" is a request to law enforcement worldwide to locate and provisionally arrest a person pending extradition, surrender, or similar legal action. It is based on an arrest warrant or court order issued by the judicial authorities in the requesting country. After being suspended by the Special Committee on August 8, 2022, Mr. Jie resigned from his positions as CEO and as a director of the Company on August 9, 2022.


On February 10, 2023, in response to two, now-settled, lawsuits filed by private investors, Mr. Jie filed a motion to dismiss the private investors' suits and provided a copy of a formal legal opinion issued by the Zhonglun W&D Law Firm, PRC ("Zonglun W&D"). The Zonglun W&D legal opinion concluded that Mr. Jie was not charged with a crime in China, the investigation and underlying case had indeed been closed, and Mr. Jie was not formally treated as a criminal suspect in the PRC.


In order to provide more clarity to the issues raised, the Registrant engaged Hebei Mei Dong Law Firm, of Shijiazhuang City, PRC to further investigate the authenticity of the documentation provided by Mr. Jie to the SEC and whether a "Red Notice" had been issued. On June 12, 2023, Hebei Mei Dong Law Firm issued a report to the Registrant with respect to these issues. In their report, the Chinese counsel concluded after conferring with local officials, that investigation of Mr. Jie conducted by the Baohe District Police Bureau of Hefei City, PRC was completed, that Mr. Jie was never prosecuted and there was no criminal judgment against Mr. Jie as of the date of such report. The Chinese counsel also confirmed that no "Red Notice" was issued for Mr. Jie in the PRC.


On July 3, 2023, the Company entered into a Settlement and Release Agreement with Mr. Jie which fully resolved Mr. Jie's claims against the Company.