Item 1.01 Entry into a Material Definitive Agreement.
On September 23, 2022, Hexin Global Limited, a British Virgin Islands
corporation ("Hexin") and Viner Total Investments Fund, a Cayman Islands
corporation (together with Hexin, the "Hexin Plaintiffs") filed a lawsuit in the
Southern District of New York captioned Hexin Global Limited, et al. v.
Singularity Future Technology, Ltd., et al., Case No. 22-cv-08160-LJL, against
Singularity Future Technology Ltd. (the "Company"), Yang "Leo" Jie ("Jie"), Jing
"Angela" Shan ("Shan"), Tuo "Tina" Pan, and Lei Cao (collectively, the
"Defendants") (the "Hexin Action"). On October 6, 2022, Jinhe Capital Limited, a
British Virgin Islands corporation ("Jinhe") filed a lawsuit in the Southern
District of New York against the Company captioned Jinhe Capital Limited v.
Singularity Future Technology, Ltd., Case No. 22-cv-08538-LJL (the "Jinhe
Action"). On December 22, 2022, St. Hudson Group LLC, a Delaware limited
liability company, Imperii Strategies LLC, a Delaware limited liability company,
Isyled Technology Limited, a Hong Kong company, and HSQYNM Family Inc., a New
York corporation (together with Jinhe and the Hexin Plaintiffs, the
"Plaintiffs") filed a lawsuit in the Southern District of New York against the
Defendants captioned St. Hudson Group LLC, et al. v. Singularity Future
Technology Ltd., et al., Case No. 22-cv-10290-LJL (together with the Jinhe
Action and Hexin Action, the "Actions").
The Company, Shan, and the Plaintiffs entered into a certain settlement
agreement and general mutual release with an effective date of March 10, 2023
(the "Settlement Agreement"). Jie also executed the Settlement Agreement.
Pursuant to the Settlement Agreement, the Company agreed to pay a sum of ten
million five hundred twenty-five thousand nine hundred and ten dollars and
eighty-two cents in U.S. dollars ($10,525,910.82, the "Settlement Payment").
Plaintiffs in the Actions agreed to discharge and forever release the Defendants
in the Actions from all claims that were or could have been raised in those
Actions, as well as dismissal of each of the Actions with prejudice. The Company
has no role or knowledge as to how the Settlement Payment will be allocated
between and among the Plaintiffs.
The foregoing description of the Settlement Agreement is a summary of the
material terms of such agreement, does not purport to be complete and is
qualified in its entirety by reference to the Settlement Agreement, which is
attached hereto as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Settlement Agreement dated March 10, 2023, by and between Hexin
Global Limited, Viner Total Investments Fund, Jinhe Capital Limited,
St. Hudson Group LLC,, Imperii Strategies LLC, Isyled Technology
Limited, and HSQYNM Family Inc., and Singularity Future Technology
Ltd., Yang "Leo" Jie, and Jing "Angela" Shan
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