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): June 28, 2021 (June 23, 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 (17CFR230.425)

 

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

 

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

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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. ☐

  

 

 

 

 

 

Item 8.01 Other Items

 

On June 23, 2021, Sino-Global Shipping America, Ltd. (the “Company”) entered into a non-binding letter of intent (the “LOI”) to acquire Clamour, Southeast Asia’s first online high-end artworks and collections trading platform. After entry into a material definitive agreement, Sino-Global will acquire 100% of Clamour’s equity interest for approximately $3 million in cash and stock. A press release announcing the LOI is attached as Exhibit 99.1 hereto. 

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press release of Sino-Global Shipping America, Ltd. dated June 28, 2021.

  

1

 

 

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: June 28, 2021

 

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

 

 

2

 

Exhibit 99.1

 

 

 

Sino-Global Signs LOI to Acquire Clamour, Southeast Asia’s First Online High-End Artworks and Collections Trading Platform

 

ROSLYN, N.Y., June 28, 2021 – Sino-Global Shipping America, Ltd. (NASDAQ: SINO) ("Sino-Global," the "Company" or "We") today announced it has signed a nonbinding letter of intent to acquire Clamour, Southeast Asia’s first online high-end artworks and collections trading platform. Upon entering a definitive purchase agreement, Sino-Global expects to acquire 100% of Clamour’s equity interest for approximately $3 million dollars in cash and stock.

 

Clamour offers considerable advantages to buyers and sellers over traditional auction houses. This includes Clamour’s lower commission, flexible pricing, secured payment through smart contract with blockchain technology, and secured intellectual property. Clamour also curates art collections that belong to its customers. Blockchain servers track each transaction, payment and order details. All artwork listing information and history is stored on blockchain, with each listing encrypted and serving as a blockchain node. Headquartered in Singapore, Clamour also operates in Hong Kong, Indonesia and China.

 

Mr. Lei Cao, Chief Executive Officer of Sino-Global, commented, "We are very excited about the opportunity with Clamour. We are also pleased to have structured this transaction as a cash and stock deal, which will help incentivize the Clamour team to continue its aggressive growth drive. The Clamour team has built a leading platform based on blockchain, with the potential to further expand market share, as Clamour builds on its market position in Southeast Asia. The art trading market is known to be highly fragmented with recuring quality, security and product integrity issues. Clamour addresses these critical issues with its simple to use but elegant digital platform. We are also excited about working together to bring NFT technology to Clamour’s platform.”

 

Mr. Lei Cao, continued, “Sino-Global has already made a series of investments in blockchain infrastructure and NFT companies, as we expand our capabilities and extend our reach. We are eager to integrate Clamour into our network alongside our other assets and partners, including our CyberWorld V0.1 NFT platform, which is already providing a critical link between the virtual blockchain world and the physical world.”

  

About Sino-Global Shipping America, Ltd. (NASDAQ: SINO)

 

Founded in the United States in 2001, Sino-Global Shipping America, Ltd. has been diversifying into the cryptocurrency and NFT (non-fungible tokens) markets, while continuing to support and grow its core shipping, chartering, logistics and related services business. Headquartered in New York, Sino-Global has offices in Los Angeles, Mainland China, Australia, Canada and Hong Kong. Additional information about Sino-Global can be found on the Company's corporate website at www.sino-global.net.

 

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 SINO's ability to successfully close its transaction with Clamour and to integrate the business into SINO, estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. In addition, 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. Moreover, the value of cryptocurrencies may fluctuate significantly over time. 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.

 

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:

David Pasquale

Global IR Partners

New York Office Phone: +1-914-337-8801

SINO@globalirpartners.com