Singularity Future Technology Priced Two Registered Directs Two Days Apart, Raising About $6.8 Million for a Data Center Business Its Last Annual Report Does Not Describe

by Jonas Halvorsen · August 25, 2026

Companies Reporter, The MicroCap Herald

Singularity Future Technology Ltd. (Nasdaq: SGLY) priced two registered direct offerings two days apart last week, selling a combined 2,162,500 common shares for roughly $6.8 million in gross proceeds, according to pricing announcements the company issued on Aug. 18 and Aug. 20.

The first offering, announced Aug. 18, covered 600,000 shares at $3.00 each, or pre-funded warrants in lieu of shares, for gross proceeds of about $1.8 million. Univest Securities, LLC acted as sole placement agent. That deal closed on Aug. 19, according to a separate release Univest issued the same day.

The second offering was announced at 9:29 a.m. ET on Aug. 20 and covered 1,562,500 shares at $3.20, again with pre-funded warrants available in lieu of shares, for gross proceeds of about $5.0 million. The company described the deal as priced at-the-market under Nasdaq rules and said Univest was again sole placement agent. It said the offering was expected to close on or about Aug. 21, subject to the satisfaction of customary closing conditions. Both offerings were made under a shelf registration statement on Form S-3, File No. 333-282006, which the company said was declared effective on Oct. 24, 2024.

On use of proceeds, the Aug. 20 announcement said only that the company plans to use the money for what it called the planned data center business. The Aug. 18 pricing release and Univest's Aug. 19 closing release did not state a use of proceeds at all.

A data center business does not appear in the company's most recent annual report. The Form 10-K for the fiscal year ended June 30, 2025 describes Singularity as a freight logistics operator whose services mainly include shipping, warehouse services and other logistical support to steel companies, alongside a nascent solar panel and new energy unit conducted through New Energy Tech Limited, which the filing says was formed in September 2023. Neither pricing release disclosed data center sites, executed contracts, equipment orders, partners or a capital budget for the business the proceeds are earmarked for.

The dilution is measurable against the company's own disclosed share counts. The 10-K put shares outstanding at 4,203,492 as of Oct. 13, 2025. An amended quarterly report on Form 10-Q/A covering the six months ended Dec. 31, 2025 put the count at 7,293,492 as of Feb. 13, 2026, the date of the original filing, rather than as of the Dec. 31 balance sheet date. The two August offerings add a further 2,162,500 shares, equal to about 30 percent of that February count, before any pre-funded warrants issued in lieu of common stock are exercised.

The same amended quarterly report shows what the share count is being issued against. For the six months ended Dec. 31, 2025, Singularity reported revenue of $455,462 and a net loss of $10,158,244 on a GAAP basis. It held $10,986,421 in cash and equivalents, and reported working capital of $4,006,718, consisting of $21,562,655 in current assets against $17,555,937 in current liabilities. Accumulated deficit stood at $104,737,458. The filing does not present adjusted or non-GAAP earnings measures alongside those figures.

The amendment itself is worth noting. The company filed it as Amendment No. 1 to correct what it described as certain omissions identified in the financial statements and certain litigation-related disclosures contained in the original filing dated Feb. 13, 2026. The amendment states that it does not reflect events after the original filing date and makes no other substantive changes. The document contains no going-concern warning or substantial-doubt language.

The 10-K sets out an extensive legal and regulatory history. It describes an SEC investigation concerning the company's financial restatements that was resolved on Jan. 17, 2025 with a $350,000 civil monetary penalty, under a cease-and-desist order that the filing says requires the company to remediate identified material weaknesses by June 30, 2026 or pay a further $1,000,000 penalty; a securities class action, Crivellaro v. Singularity, for which a settlement agreement was executed on July 13, 2025; further litigation brought by former officers and board members; and investigations by the U.S. Attorney's Office and the SEC that followed a short-seller report published in May 2022. The 10-K's risk factors also address Nasdaq continued-listing requirements, including the minimum bid price and independent director requirements, and dilution from prior offerings.

Neither August release disclosed warrant coverage attached to the new shares, and neither stated the exercise price or term of the pre-funded warrants offered in lieu of common stock. Investors reading the two announcements have no disclosed warrant overhang to size, but also no disclosed terms to rule one out.

Neither August release disclosed how much capacity remains under the shelf, and the company has not said how much it considers sufficient to fund the data center plan. Both raises were made under the same Form S-3 and cleared through the same placement agent, at prices twenty cents apart.

Singularity's fiscal year ends June 30. As of the filings reviewed for this article, the company had not published results for the year ended June 30, 2026, meaning the most recent complete financial picture available to shareholders participating in either offering was the six-month period ended Dec. 31, 2025.