Class Action Settlement |
9 Months Ended |
|---|---|
Mar. 31, 2026 | |
| Class Action Settlement [Abstract] | |
| CLASS ACTION SETTLEMENT |
Note 9. CLASS ACTION SETTLEMENT
On December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired the publicly traded common stock of the Company between February 2021 and November 2022, brought a putative class action, Crivellaro v. Singularity Future Technology Ltd., 22-cv-7499-BMC, against the Company and a dozen related person and entities in the United States District Court for the Eastern District of New York (the “Court”). Plaintiffs alleged violations of the U.S. federal securities laws by the Company. Plaintiffs seek damages, plus interest, costs, fees, and attorneys’ fees. The Company filed a motion to dismiss on November 20, 2023.
On December 17, 2024, the Court issued an order that partially denied the motions to dismiss filed by the Company and its former chief executive officer, Yang Jie, arising from various statements made by Yang Jie about two allegedly fraudulent transactions. The rest of the motions are granted. On January 2, 2025, the Company filed an answer to the Second Amended Class Action complaint.
On May 29, 2025, the Company and the lead plaintiffs in the class action executed a binding term sheet (the “Settlement Term Sheet”) setting forth the material terms of their proposed settlement on a class wide basis. On July 13, 2025, the parties executed a Stipulation and Agreement of Settlement (“Settlement Agreement”). Pursuant to the Settlement Agreement, in exchange for the Settlement payment and subject to final approval by the Court, all plaintiffs in the Class Action will release the Company and the other defendants on all claims. The Settlement Payment include cash payment of $3,000,000 and 6,500,000 freely tradable shares of the Company’s Common Stock (the “Settlement Shares”), which shall be issued pursuant to Section 3(a)(10) of the Securities Act of 1933, subject to the Court’s approval of the Settlement. In the event of a reverse stock split prior to the effectiveness of the Settlement, the number of Settlement Shares and/or the put option purchase price (described below) shall be reformulated so that the value of the Settlement Shares/put option shall not be less than $5,850,000 as of the effectiveness of the Settlement. The settlement class has the right to sell all or a portion of the unsold Settlement Shares back to the Company at $0.85 per share if the 10-trading day average closing price immediately prior to the exercise of the put option falls below $0.85 before the class lead counsel sells the Settlement Shares. The Company agreed to maintain a cash balance $3,250,000 in a dedicated escrow account to mitigate the risk that it is unable to satisfy the put option.
On October 9, 2025, the Company has wired $2,000,000, which are loans from unrelated parties, as part of the settlement cash payment to the Escrow Account set forth in the Settlement Agreement in the class action lawsuit.
On March 9, 2026, the Court held a fairness hearing regarding the Class Action settlement (“Fairness Hearing”). During the Fairness Hearing, the Court denied Lead Plaintiffs’ Motion for Final Approval of Class Action Settlement without prejudice, denied as moot the following (1) Lead Plaintiffs’ Motion for Attorney Fees, Litigation Expenses, and Service Awards; (2) Lead Plaintiffs Motion for Approval of Amended and Restated Settlement Fund Escrow Agreement; and (3) Singularity’s Motion for Approval of issuance of Shares pursuant to 15 U.S.C. § 77c(a)(10) (D.E. 158), and held that the temporary restraining order remains in place. . The Settlement Agreement therefore was terminated. Pursuant to ASC 450-20-25-2, the Company reassessed the Class Action Settlement and determined that the Class Action Settlement liability should be $4 million (i.e. $6 million less $2 million in the Escrow Account) as of March 31, 2026. |