Exhibit 3.2
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): January 5, 2022 (January 3, 2022)
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.) |
98 Cutter Mill Road, Suite 322
Great Neck New York 11021
(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 (17CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-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 (will be changed to “SGLY”) | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years.
On January 3, 2022, the Registrant filed Articles of Amendment (“Articles of Amendment”) with the Virginia State Corporation Commission (“SCC”) to change the Registrant’s corporate name from Sino-Global Shipping America, Ltd. to Singularity Future Technology Ltd. The Articles of Amendment and name change were effective January 3, 2022. A copy of the Certificate of Amendment is attached as Exhibit 3.1. The Articles of Amendment reflecting this name change is attached as Exhibit 3.2.
The Registrant’s common stock is expected to trade on the NASDAQ Stock Market under the new ticker symbol "SGLY", beginning on January 7, 2022, and NASDAQ is expected to announce the Registrant’s name and ticker symbol change at 1:00 PM on January 6, 2022 Eastern Time.
The Registrant issued a press release announcing its name change and ticker symbol change on January 5, 2022. The press release is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment | |
| 3.2 | Articles of Amendment | |
| 99.1 | Press Release dated January 5, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 5, 2022
| SINO-GLOBAL SHIPPING AMERICA, LTD. | ||
| By: | /s/ Yang Jie | |
| Name: | Yang Jie | |
| Title: | Chief Executive Officer | |
2
Exhibit 3.1
COMMONWEALTH OF VIRGINIA
STATE CORPORATION COMMISSION
AT RICHMOND, JANUARY 3, 2022
The State Corporation Commission has found the articles of amendment submitted on behalf of
Singularity Future Technology Ltd.
(formerly known as SINO-GLOBAL SHIPPING AMERICA, LTD.)
to comply with the requirements of law, and confirms payment of all required fees. Therefore, it is ORDERED that this
CERTIFICATE OF AMENDMENT
be issued and admitted to record with the articles of amendment in the Office of the Clerk of the Commission, effective January 3, 2022.
| STATE CORPORATION COMMISSION | ||
| By | /s/ Angela L. Navarro | |
| Angela L. Navarro | ||
| Commissioner | ||
Exhibit 3.2
Exhibit 99.1
Sino-Global Changes Name to Singularity Future Technology Ltd.; Reflects New Focus and Mandate
Shares Expected to Begin Trading Under Ticker SGLY on NASDAQ January 7, 2022
Great Neck, N.Y., January 5, 2022 – Sino-Global Shipping America, Ltd. (NASDAQ: SINO) the "Company") today announced it is changing its name to Singularity Future Technology Ltd. to reflect its new focus and mandate. The Company’s shares are expected to begin trading on NASDAQ under the new ticker symbol “SGLY” beginning January 7, 2022.
The Company began an ambitious strategic business shift in 2021, as it leveraged its core expertise in logistics and shipping to accelerate its diversification and growth in cryptocurrency and other new markets. The formal name change recognizes the Company’s significant progress and represents the latest step in aligning the Company’s business to its growth efforts in cryptocurrency and other new markets.
Chief Executive Officer, Mr. Yang “Leo” Jie, commented, “The formal name change to Singularity Future Technology better embodies the Company’s direction and mandate. We made major progress in 2021, including executive leadership changes, new strategic partnerships, and investments designed to establish our technology leadership. Both our Board of Directors and management team wanted to make the formal name change to better reflect our business, as we remain focused on accelerating growth in cryptocurrency and other new markets. This is a very exciting time for us in the Company’s evolution, and we thank our shareholders for their continued support as we work to create value.”
About Singularity Future Technology Ltd.(NASDAQ: SGLY)
Founded in the United States in 2001, Sino-Global Shipping America, Ltd. has been diversifying into the cryptocurrency market, while continuing to support and grow its shipping, chartering, logistics and related services business. Headquartered in New York, The Company has offices in Mainland China and United States . Additional information about the Company 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 SGLY's 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 SGLY's operations, the demand for SGLY's products and services, global supply chains and economic activity in general. Moreover, the value of cryptocurrencies may fluctuate significantly over time, and the success of the JV and its products are not assured. 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, 2021. SGLY's SEC filings are available publicly on the SEC's website at www.sec.gov. SGLY 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
SGLY@globalirpartners.com