Singularity Future Technology (SGLY) Proxy Filing summary

Executive summary

• Special Meeting will vote on a merger to redomicile the company from Virginia, U.S. to the British Virgin Islands (BVI), with SGLY BVI as the surviving entity, aiming to reduce long-term operational, legal, and accounting costs and qualify as a foreign private issuer.

• Shareholders will also vote on the issuance of 1,700,000 warrants, 32,188,841 units (each with one share and three warrants), and up to 6,500,000 settlement shares related to a class action settlement.

• The Board recommends voting in favor of all proposals, which require a majority of shares present or represented by proxy to pass.

Voting matters and shareholder proposals

• Proposal 1: Approve the Merger Agreement and Plan of Merger with SGLY BVI, resulting in the company ceasing to exist as a separate legal entity.

• Proposal 2: Approve issuance of 1,700,000 warrants at $6.07 per share, adjusted for a reverse split, to non-affiliated investors.

• Proposal 3: Approve issuance of 32,188,841 units (one share and three warrants per unit) at $0.932 per unit to non-U.S. investors in a private placement.

• Proposal 4: Approve issuance of up to 6,500,000 unrestricted shares as part of a class action settlement, with a put option for the settlement class.

• All proposals require a majority vote of shares present or represented by proxy; abstentions count as votes against, broker non-votes have no effect.

Board of directors and corporate governance

• Post-merger, the same directors and officers will manage SGLY BVI as managed the company prior to the merger.

• SGLY BVI may follow BVI corporate governance practices, which may differ from NASDAQ standards, though initially no home country exemptions are planned.