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): March 3, 2021

 

SINO-GLOBAL SHIPPING AMERICA, LTD.

(Exact name of Registrant as specified in charter)

 

Virginia   001-34024   11-3588546
(State or other jurisdiction
of Incorporation) 		  (Commission File No.)   (IRS Employer
Identification No.)

 

1044 Northern Boulevard, Suite 305

Roslyn, New York 11576-1514

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (718) 888-1814

 

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   SINO   NASDAQ Capital Market

 

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. ☐

 

 

 

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Item  1.01 Entry into a Material Definitive Agreement

 

On March 3, 2021, Sino-Global Shipping America, Ltd. (the “Company”) entered into a purchase and entrusted management agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd. (the “Seller”) to purchase 2,783 digital currency operation servers (the “Products”) for RMB 30 million (approximately USD 4.6 million) from the Seller.

 

Under the terms of the Agreement, Sino-Global anticipates owning 2,783 units of Products, which consist of 449 units of model Love Core A1, 150 units of model Core Motion T2T, 500 units of Ant S9, and 1,684 units of model Avalon 910/910S. After the transaction is completed, Yanghuai will manage and operate the Products at Yanghuai’s site with no further charge for three years, after which time Sino-Global may engage Yanghuai to continue providing service for a fee.

 

Item  7.01 Regulation FD Disclosure

 

On March 3, 2021, the Company issued a press release announcing the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this report.

  

Item  9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press release of Sino-Global Shipping America, Ltd. dated March 3, 2021

 

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SIGNATURES

 

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.

 

Date: March 3, 2021

 

  SINO-GLOBAL SHIPPING AMERICA, LTD.
     
  By: /s/ Lei Cao
  Name:  Lei Cao
  Title: Chief Executive Officer

 

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Exhibit 99.1

 

Sino-Global Announces Purchase of 2,783 Digital Currency Operation Servers

 

ROSLYN, NY, March 3, 2021 -- Sino-Global Shipping America, Ltd. (NASDAQ: SINO) (“Sino-Global,” the “Company” or “We”), a non-asset based global shipping and freight logistical integrated solutions provider, announced today the execution of a purchase agreement (the “Agreement”) of 2,783 digital currency operation servers (the “Products”) for RMB 30 million (approximately USD 4.6 million) from Hebei Yanghuai Technology Co., Ltd. (“Yanghuai”), reaching a total of 50,440 t/s in computing power. This purchase is another step in the Company's recent strategic expansion into the digital currency market.

 

Under the terms of the Agreement, Sino-Global anticipates owning 2,783 units of Products, which consist of 449 units of model Love Core A1, 150 units of model Core Motion T2T, 500 units of Ant S9, and 1,684 units of model Avalon 910/910S. After the transaction is completed, Yanghuai will manage and operate the Products at Yanghuai’s site with no further charge for three years, after which time Sino-Global may engage Yanghuai to continue providing service for a fee.

 

The first cash payment of RMB 6 million (approximately USD 926,612) will be paid within 15 days after the date of signing the Agreement and the second cash payment of RMB 6 million (approximately USD 926,612) will be paid within 15 days after the date of acceptance of the Products. The remaining payment of RMB 18 million (approximately USD 2,780,000) will be paid quarterly within 10 days following the filing of Form 10-K or Form 10-Q, subject to reductions if Yanghuai falls below aggregate monthly committed net profit of approximately RMB 2.37 million (approximately USD 0.37 million).

 

Mr. Lei Cao, Chief Executive Officer of Sino-Global, commented, “We are excited to announce the purchase order, which demonstrates the efficiency of our management team’s ability to pivot and execute a new venture into cryptocurrencies. To provide transparency on the mining operations and daily probabilities to our shareholders, the Company will disclose the digital currency wallet addresses once they are available. We are confident with the opportunity presented to us from the digital currency industry and our capability to capture the growth in furtherance of our strategy to maximize our shareholder value.”

 

 

 

About Sino-Global Shipping America, Ltd.

 

Founded in the United States in 2001, Sino-Global Shipping America, Ltd. is a company engaged in shipping, chartering, logistics and related services. Headquartered in New York, Sino-Global has offices in Los Angeles, Mainland China, Australia, Canada and Hong Kong. The Company's current service offerings consist of shipping agency services, shipping and chartering services, inland transportation management services and ship management services.

 

Additional information about Sino-Global can be found on the Company's corporate website at www.sino-global.net. The Company routinely posts important information on its website.

 

Forward-Looking Statements

 

Certain statements made herein are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include timing of the proposed initiative; the business plans, objectives, and expectations of the Company regarding the initiative, and SINO's estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: there is uncertainty about the spread of the COVID-19 virus and the impact it will have on SINO's operations, the demand for SINO's products and services, global supply chains and economic activity in general. In addition, the value of cryptocurrencies may fluctuate significantly over time. These and other risks and uncertainties are detailed in the other public filings with the SEC by SINO. 

 

Additional information concerning these and other factors that may impact our expectations and projections will be found in our periodic filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2020. SINO's SEC filings are available publicly on the SEC's website at www.sec.gov. SINO disclaims any obligation to update the forward-looking statements, whether as a result of new information, future events or otherwise.

 

For more information, please contact:

Tina (Tuo) Pan, Acting Chief Financial Officer

1-718-888-1814

tinap@sino-global.com