Annual Report for Fiscal Year Ending June 30, 2026 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in the Report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.

Overview

On January 3, 2022, we changed our corporate name to Singularity Future Technology Ltd. to align with our entry into the digital assets business through our U.S. subsidiaries. Currently, we primarily focus on providing freight logistics services, which include shipping, and other logistical support to steel companies, through subsidiary, Trans Pacific Shipping Limited.

On August 6, 2025, we dissolved our subsidiary, Brilliant Warehouse Service Inc.

On September 25, 2025, we entered into a share transfer agreement with a third party and disposed its subsidiary, New Energy Tech Limited, for a consideration of $2.7 million.

We have not generated any revenues to date with respect to our entry into the solar panel production and distribution business.

Recent Developments

Private Placement on June 19, 2025

On June 19, 2025, the Company entered into a securities purchase agreement (the "SPA") with eighteen investors, under which the Company agreed to sell an aggregate of 32,188,841 units (the "Units"), each Unit consisting of one share of the Company's Common Stock, and three warrants, with each Warrant initially exercisable to purchase one share of Common Stock at an exercise price of $1.165 (pre-1:14-share consolidation). The Units were offered in a private placement to certain "non-U.S. Persons" as defined in Regulation S of the Securities Act of 1933, as amended ("Regulation S"), at a price of $0.932 (pre-1:14-share consolidation) per Unit, for an aggregate purchase price of approximately $30 million.

On August 12, 2026, the Company and the Investors entered into an amendment to the SPA (the "Amendment to SPA"), pursuant to which the Company agreed to issue amended and restated warrants (the "Amended and Restated Warrants"), with each Amended and Restated Warrant exercisable to purchase one share of the Common Stock at an exercise price of $0.001. The issuance of the Amended and Restated Warrants is subject to the approval of the Company's shareholders.

On August 12, 2026, the Company issued 2,299,212 shares of the Common Stock to the Investors in reliance on the exemption from registration provided by Regulation S. The Amended and Restated Warrants have not been issued and will not be issued unless and until the requisite shareholder approval is obtained.

Private Placement in October 2025

On October 15, 2025, the Company entered into a securities purchase agreement (the "October 2025 SPA") with certain investors, under which the Company agreed to sell an aggregate of 3,000,000 shares of Common Stock at a price of $0.70 per share, in a private placement to certain non-U.S. Persons under Regulation S, for an aggregate purchase price of approximately $2.1 million.

On October 20, 2025, the offering under the October 2025 SPA closed upon satisfaction of the closing conditions, and the shares were issued in reliance on the exemption from registration provided by Regulation S. The Company intends to use the net proceeds for working capital and general corporate purposes.

Private Placement in July 2026

On July 6, 2026, the Company entered into a securities purchase agreement (the "July 2026 SPA") with certain investors, under which the Company agreed to sell an aggregate of 5,263,158 Units, each consisting of one share of Common Stock and three Warrants exercisable at an initial exercise price of $0.418 per share, in a private placement to certain non-U.S. Persons under Regulation S, at a price of $0.38 per Unit, for an aggregate purchase price of approximately $2,000,000.

On July 13, 2026, the offering under the July 2026 SPA closed upon satisfaction of the closing conditions, including accuracy of the parties' representations and warranties. The Company issued an aggregate of 5,263,158 shares of Common Stock and 15,789,474 warrants. The shares were issued in reliance on the exemption from registration provided by Regulation S.

Private Placement in August 2026

On August 12, 2026, the Company entered into a securities purchase agreement (the "August 2026 SPA") with certain investors, under which the Company agreed to sell an aggregate of 21,520,803 shares of Common Stock at a price of $1.394 per share, in a private placement to certain non-U.S. Persons under Regulation S, for an aggregate purchase price of approximately $30 million.

Registered Direct Offering

On August 18, 2026, the Company entered into a securities purchase agreement (the "First Purchase Agreement") with a non-affiliated institutional investor, pursuant to which the Company agreed to sell 340,000 shares of Common Stock and pre-funded warrants (the "Pre-Funded Warrants") to purchase 260,000 shares of Common Stock in a registered direct offering (the "First Offering"), for gross proceeds of approximately $1.8 million, before placement-agent fees and offering expenses. The purchase price was $3.00 per share of Common Stock and $2.999 per Pre-Funded Warrant, with an exercise price of $0.001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.

On August 20, 2026, the Company entered into a securities purchase agreement (the "Second Purchase Agreement" and, together with the First Purchase Agreement, the "Purchase Agreements") with certain non-affiliated institutional investors, pursuant to which the Company agreed to sell 451,250 shares of Common Stock and Pre-Funded Warrants to purchase up to 1,111,250 shares of Common Stock in a registered direct offering (the "Second Offering" and, together with the First Offering, the "Offerings"), for gross proceeds of approximately $5.0 million. The purchase price was $3.20 per share of Common Stock and $3.199 per Pre-Funded Warrant, with an exercise price of $0.001 per share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.

Results of Operations

Comparison of the Years Ended June 30, 2026 and 2025

The following table sets forth the results of our operations for the periods indicated:

		For the Years Ended June 30,								Variance
		2026				2025				Amount				%
Revenues		$	1,693,264			$	1,813,193			$	(119,929	)			(6.6	)%
Cost of revenues			(1,639,398	)			(1,761,794	)			(122,396	)			(6.9	)%
Gross profit			53,866				51,399				2,467				4.8	%
Selling expenses			(194,396	)			(245,077	)			(50,681	)			(20.7	)%
General and administrative expenses			(1,838,007	)			(2,518,079	)			(680,072	)			(27.0	)%
Operating loss			(1,978,537	)			(2,711,757	)			(733,220	)			(27.0	)%
Gain from disposal of subsidiaries			157,658				-				157,658				100.0	%
Interest income			180				135,176				(134,996	)			(99.9	)%
Interest expenses			(306,367	)			(146,370	)			159,997				109.3	%
Judgment debt expenses			-				(638,586	)			(638,586	)			(100.0	)%
Class action settlement expenses			(3,800,000	)			-				3,800,000				100.0	%
Other income, net			16,435				77,236				(60,801	)			(78.7	)%
Net loss before income tax expenses			(5,910,631	)			(3,284,301	)			2,626,330				80.0	%
Income tax expense			-				(30,230	)			(30,230	)			(100.0	)
Net loss		$	(5,910,631	)		$	(3,314,531	)		$	2,596,100				78.3	%

Revenues from Freight Logistics Services

Our freight logistics service portfolio, covering cargo forwarding, customs brokerage, warehousing and a full suite of ancillary freight solutions, delivered annual revenue of $1.7 million for the 12 months ended June 30, 2026, down $0.1 million, or 6.6%, from the $1.8 million posted in the prior fiscal year.

The year-over-year contraction is almost entirely driven by our PRC operating entities, where shipping revenue fell by $0.1 million amid broader macroeconomic headwinds that suppressed overall freight transaction volume throughout the period.

Cost of Revenues

Cost of revenues for our freight logistics services mainly consisted of freight costs to various freight carriers, cost of labor, warehouse rent and other overhead and sundry costs. Cost of revenues for our freight logistics services decreased by approximately $0.1 million, or 6.9%, to approximately $1.6 million for the year ended June 30, 2026 from approximately $1.8 million in fiscal year 2025. This decrease was almost entirely driven by a $0.1 million reduction in operating costs from our PRC subsidiaries, which is directly attributable to the lower business activity level amid broader macroeconomic headwinds.

For the full fiscal year ended June 30, 2026, our PRC operating entities delivered a gross margin of 3.2%, which marked a 40 basis point improvement from the 2.8% level posted in fiscal 2025. The uptick was largely the result of modest pricing optimization across our freight service lines, which lifted average revenue per shipment and delivered a small but steady margin expansion during the year.

Selling Expenses

Our selling expense line item is largely concentrated on sales team payroll, client hospitality, and sales-related travel costs. Our selling expenses decreased by approximately $50,681, or 20.7%, to $0.19 million for the year ended June 30, 2026 from $0.25 million for the same period of last year. The year-over-year decline directly tracked the contraction in overall freight volumes, as lower transaction activity reduced the need for in-person client visits, roadshows and other go-to-market selling investments throughout the period.

General and Administrative Expenses

Our general and administrative cost base is primarily made up of corporate team compensation, administrative travel, day-to-day operating office expenses, and mandatory regulatory filing fees, along with third-party professional services for audit, legal compliance and advisory. Our general and administrative expenses decreased by approximately $0.7 million, or 27.0%, to $1.8 million for the year ended June 30, 2026 from $2.5 million for the same period of last year. This material efficiency gain stems from a comprehensive corporate cost realignment program rolled out by management following the wind-down of our U.S. operating footprint, which delivered broad-based expense reductions across every G&A line item during the period.

Gain from disposal of subsidiaries

On August 6, 2025, the Company dissolved its subsidiary, Brilliant Warehouse Service Inc. On September 25, 2025, the Company entered into a share transfer agreement with a third party and disposed its subsidiary, New Energy Tech Limited, for a consideration of $2.7 million. Total gain from these disposals was $157,658 for the year ended June 30, 2026. No subsidiary divestiture activities were executed in the prior fiscal period.

Interest income

For fiscal year ended June 30, 2026, our total interest income fell to $180, representing a $0.1 million year-over-year decline from the prior fiscal year's $0.1 million balance. The variance is fully explained by the fact that in fiscal 2025, all of our interest income was generated from a time deposit held at East West Bank, and we had no outstanding placements of this type during the 2026 fiscal period.

Interest expenses

Interest expenses increased by $0.16 million, or 109.3%, to $0.3 million for the year ended June 30, 2026 from $0.15 million for the same period of last year. The steep increase lines up directly with our expanded use of third-party debt facilities over the period: as of June 30, 2026, total outstanding third-party loans stood at $3.8 million, up from the $1.5 million balance as of June 30, 2025. All of these borrowings carry a consistent 12% weighted average annual interest rate, with weighted average remaining tenors of 1.83 years and 1.0 year at the two respective period ends.

Judgment debt expenses

We recorded $0.6 million in judgment debt expenses for the year ended June 30, 2025, compared to nil in judgment debt expenses for the year ended June 30, 2026. Judgment debt expenses mainly related to a judgment passed in January 2025 against the Company and in favor of plaintiff. In February 2024, Zhikang Huang, a former officer and director of the Company, filed a lawsuit against the Company in the Circuit Court for the City of Richmond. In the complaint, Zhikang Huang claimed that the Company failed to compensate him for the severance payment, his two months' salary and the incentive-based bonus. On August 23, 2025, the Company and Huang entered a binding settlement agreement to fully resolve all claims, which required: Payment of $300,000 to Huang by August 25, 2025; Issuance of 90,000 freely tradable shares of the Company's common stock to Huang by October 22, 2025; and Huang's release of all claims against the Company, including the Virginia judgment. The Company completed the $300,000 cash payment on August 25, 2025, and delivered the 90,000 shares to Huang's brokerage account on October 20, 2025, in accordance with the settlement terms. Also, there was a settlement expenses with John Levy of $150,000. As previously disclosed, on January 18, 2024, John F. Levy ("Levy"), a former member of the Board of the Company, filed a claim against the Company in the Court, Levy v. Singularity Future Technology Ltd. f/k/a Sino-Global Shipping America Ltd., 24-cv-0384-NG-JMW (the "Lawsuit"). On April 1, 2025, Levy and the Company entered into a confidential settlement and mutual release agreement to fully resolve the Lawsuit (the "Settlement Agreement"). Pursuant to the Settlement Agreement, the Company paid a sum of one hundred and fifty thousand dollars ($150,000) to Blank Rome LLP, which was counsel to Levy. On April 17, 2025, the stipulation to dismiss the Lawsuit with prejudice was filed with the Court. On April 18, 2025, this Lawsuit was terminated.

No similar expenses were incurred in fiscal 2026.

Class action settlement expenses

We recorded approximately $3.8 million in class action settlement expenses for the fiscal year ended June 30, 2026, compared to nil in such expenses for the same period of last year. On June 22, 2026, the Company and the lead plaintiffs entered into an Amended Stipulation and Agreement of Settlement (the "Amended Settlement Agreement"), which amends and supersedes the Original Settlement Agreement.

Pursuant to the Amended Settlement Agreement and subject to approval by the Court, the Company agreed to settle the Class Action for an aggregate cash settlement amount of $5,800,000, which includes the $2,000,000 previously deposited into escrow. The Company agreed to deposit an additional $1,500,000 within 15 calendar days after execution of the Amended Settlement Agreement and receipt of the necessary wire transfer information, subject to a 15-calendar-day grace period for banking or wire-processing delays not caused by the Company and deposit the remaining $2,300,000 within 60 days after the initial payment. On July 10 and July 13, 2026, the Company wired $1 million and $0.5 million to PBG Concentration Account, respectively.

The Amended Settlement Agreement provides that the settlement will be subject to Court approval and, upon effectiveness, will result in the dismissal of the Class Action with prejudice and the mutual releases set forth therein, subject to customary exclusions.

If the Company fails to make any required payment when due, such failure will constitute a material breach, and the plaintiffs may terminate the settlement, declare the unpaid settlement balance immediately due and payable, and enforce the Confession of Judgment executed by the Company for the unpaid balance, together with any applicable interest, costs and attorneys' fees.

The execution of the Amended Settlement Agreement does not constitute an admission by the Company of any wrongdoing, fault, or liability, and the Company does not admit any wrongdoing, fault, or liability.

The Company determined that resolving the Class Action now is in its best interests. Although the Company was prepared to continue defending its position, the Amended Settlement Agreement meaningfully reduces the uncertainty, distraction, and significant costs and exposure associated with protracted and complex class action litigation and further enables the Company to maintain its focus on executing its business strategy.

The ultimate outcome of the Class Action remains uncertain, with no guarantee that the Amended Settlement Agreement will receive Court approval. If the settlement is not finalized, the Company intends to continue defending itself in the pending class action and maintains that it has strong factual and legal defenses.

Pursuant to ASC 450-20-25-2, the Company reassessed the estimated settlement liability and recorded a $3.8 million accrued liability as of June 30, 2026, net of the $2.0 million previously funded into the segregated escrow account. The Company subsequently funded additional settlement payments of $1.0 million on July 10, 2026, $0.5 million on July 13, 2026 and $2.3 million on September 8, 2026.

On June 22, 2026, the parties executed a revised binding Settlement Agreement. On September 10, 2026, the Court entered an order preliminarily approving the revised settlement, which is a standard procedural step in federal class action settlement review and does not represent final Court approval of the settlement. Under the two-stage statutory approval process under Federal Rule of Civil Procedure 23:

1.

At the preliminary approval stage, the Court has provisionally found the settlement terms to be fair, reasonable and adequate, preliminarily certified the settlement class, appointed lead class counsel and the claims administrator, and approved the formal notice plan for dissemination to all settlement class members.

	2.	Following distribution of the court-authorized notice, settlement class members will have a defined statutory period to submit valid requests for exclusion from the class or written objections to the proposed settlement.
	3.	The Court has scheduled the final Fairness Hearing for January 25, 2027, at which it will consider all objections, verify the substantive fairness of the settlement and determine whether to issue a final order granting full approval of the settlement and dismissing the action with prejudice.

The Preliminary Approval Order explicitly finds that the proposed settlement satisfies all requirements under Federal Rule of Civil Procedure 23(e)(2) and that final approval is likely to be granted following the Fairness Hearing. As a strictly legal matter, however, the settlement remains subject to satisfaction of all conditions precedent, including the entry of a final, non-appealable order of final approval. Pursuant to Paragraphs 15 and 16 of the Preliminary Approval Order, in the event the settlement does not receive final Court approval, or the settlement is otherwise terminated in accordance with its terms, the underlying class action litigation may be resumed upon motion of the lead plaintiffs. All proceedings against the Company in this action currently remain stayed in accordance with the preliminary approval order.

Other income, net

Other income, net, decreased by $60,801, or 78.7%, to other income of $16,435 for the year ended June 30, 2026 from other income of $77,236 for the year ended June 30, 2025. The decrease was mainly due to lower foreign exchange rate gains on our functional currency exposures during the reporting period, compared to the favorable FX movements we recorded in the prior fiscal year.

Net Loss

As a result of the foregoing, we had a net loss of $5.9 million and $3.3 million for the years ended June 30, 2026 and 2025, respectively.

Liquidity and Capital Resources

As of June 30, 2026, the Company held total cash of $57,275 and reported a positive working capital position of approximately $10.5 million. The majority of our $22.4 million in total current assets as of June 30, 2026 was composed of $19.2 million in advances to our agricultural commodity suppliers. Under the terms of our existing supply agreements, when these advance-funded procurement transactions are fully consummated and the corresponding inventory is delivered, monetized and collected, our operating cash position and overall near-term liquidity profile will be materially strengthened.

The Company's near-term liquidity requirements are primarily driven by core operating activities, including payroll and operating expense disbursements, seasonal fluctuations in accounts receivable collection cycles tied to our steel logistics and agricultural commodity trading segments, routine vendor payable settlements, and other day-to-day working capital demands. The Company's finance team actively monitors its overall liquidity profile on an ongoing basis, leveraging a structured tracking framework that includes real-time cash position visibility, rolling 12-month operating cash flow forecasts, and trend analysis of consolidated working capital levels across all U.S. and China operating subsidiaries, to ensure sufficient funding is maintained for all existing operational commitments.

Since inception, the Company has funded its ongoing operations and strategic investments through three core channels: cash generated from recurring operating activities, secured and unsecured borrowings from third-parties, and targeted capital raising transactions conducted in the public and private capital markets.

Advances to Suppliers

As described in Note 5 to the consolidated financial statements, the Company recorded advances to suppliers of approximately $19.2 million as of June 30, 2026, representing a significant portion of the Company's total assets. The advances were unsecured and related to purchases of agricultural commodities. Subsequent to the June 30, 2026 balance sheet date, the Company executed formal refund agreements with all of the aforementioned commodity trading suppliers, and collected total refunds of approximately $19.2 million from these counterparties during September 2026. The Company is currently evaluating whether to pursue additional opportunities in the commodity trading business.

Subsequent Equity Financing Transactions Completed After Fiscal Year-End

Following the end of the fiscal period closed June 30, 2026, the Company completed four separate equity financing transactions, structured across two distinct regulatory regimes under the Securities Act of 1933, as amended, to strengthen its consolidated balance sheet and materially expand its available operating capital base:

1.

July 6, 2026 Regulation S Private Placement: The Company entered into a securities purchase agreement with accredited offshore non-U.S. Persons for the sale of an aggregate of 5,263,158 units. Each unit comprises one share of the Company's no-par value common stock and three separate warrants, with each warrant carrying an initial exercise price of $0.418 per share of common stock. The offering was priced at $0.38 per unit, generating aggregate gross proceeds of approximately $2.0 million.

2.

Follow-on Regulation S Private Placement, August 12, 2026: The Company entered into a second securities purchase agreement with a distinct group of offshore investors for the sale of an aggregate of 2,299,212 shares (post-1:14-share consolidation) of the Company's no-par value common stock, priced at $13.048 per share (post-1:14-share consolidation). This offering generated aggregate gross proceeds of approximately $30 million.

3.

August 18, 2026 Registered Direct Offering (First Tranche): The Company entered into the First Purchase Agreement with non-affiliated institutional investors pursuant to which the Company agreed to sell 340,000 shares of its no-par value common stock and pre-funded warrants to purchase up to 260,000 additional shares of common stock. The offering generated aggregate gross proceeds of approximately $1.8 million before placement-agent fees and offering expenses. The purchase price for each share of common stock was $3.00, while each pre-funded warrant was priced at $2.999, with a nominal exercise price of $0.001 per share. These pre-funded warrants are immediately exercisable, and will remain exercisable at any time until the entire warrant balance is exercised in full.

4.

August 20, 2026 Registered Direct Offering (Second Tranche): The Company entered into the Second Purchase Agreement with a separate cohort of non-affiliated institutional investors pursuant to which the Company agreed to sell 451,250 shares of common stock and pre-funded warrants to purchase up to 1,111,250 additional shares of common stock. The offering generated aggregate gross proceeds of approximately $5.0 million before offering-related costs. The purchase price for each share of common stock was $3.20, while each pre-funded warrant was priced at $3.199, with a nominal exercise price of $0.001 per share. These pre-funded warrants are also immediately exercisable, and will remain exercisable at any time until the entire warrant balance is settled in full.

With the combination of its existing positive working capital base as of June 30, 2026, forecasted operating cash flows from core logistics and commodity trading operations, full recovery of the $19.2 million supplier advances in September 2026, remaining available capacity under its existing credit facilities, committed financial support from key shareholders, and the aggregate net proceeds received from these four completed post-period equity financing transactions (total gross proceeds of ~$38.8 million), the Company believes it has more than sufficient resources to meet all working capital, operating expense, and planned strategic investment obligations for the 12-month period following the consolidated financial statement issuance date. The Company will continue to evaluate selective additional debt and equity financing opportunities from time to time, as needed, to support targeted business expansion, new market entry, and high-return strategic acquisition opportunities aligned with its integrated logistics growth roadmap.

Cash Flows and Working Capital

As of June 30, 2026, we had $57,275 in cash and approximately $2.1 million in restricted cash due to the $2,000,000 settlement cash payment to the Escrow Account set forth in the Settlement Agreement in the class action lawsuit and the garnishment process initiated by Zhikang Huang, as discussed in the Recent Developments section.

The following table sets forth a summary of our cash flows for the periods as indicated:

		For the Years Ended
		June 30,
		2026				2025
Net cash used in operating activities		$	(21,628,987	)		$	(2,692,682	)
Net cash provided by investing activities			108,331				-
Net cash provided by financing activities			6,016,966				2,607,261
Effect of changes of foreign exchange rate on cash and restricted cash			3,024				1,258
Cash and restricted cash, beginning of year			17,651,896				17,736,059
Cash and restricted cash, end of year		$	2,151,230			$	17,651,896

Operating Activities

Our net cash used in operating activities was approximately $21.6 million for the year ended June 30, 2026. The operating cash outflow for the year ended June 30, 2026 was primarily attributable to our net loss of approximately $5.9 million and $19.2 million in advances to suppliers under purchase agreements for agricultural commodities related to targeted trade opportunities identified by the Company. These outflows were partially offset by the non-cash accrual of the $3.8 million class action settlement liability recorded in accordance with ASC 450 as of June 30, 2026.

Our net cash used in operating activities was approximately $2.7 million for the year ended June 30, 2025. The operating cash outflow for the year ended June 30, 2025 was primarily attributable to our net loss of approximately $3.3 million.

Investing Activities

Net cash provided by investing activities was $0.1 million for the year ended June 30, 2026 due to proceeds from disposal of subsidiaries, net of cash.

Net cash provided by investing activities was nil for the year ended June 30, 2025.

Financing Activities

Net cash provided by financing activities for the year ended June 30, 2026 was approximately $6.0 million due to approximately $3.3 million loans from third parties, approximately $2.1 million proceeds from issuance of common shares, and approximately $0.6 million advance from a related party.

Net cash provided by financing activities for the year ended June 30, 2025 was proceeds of $2.1 million from third parties loans and proceeds of $1.1 million from issuance of 50,000 (post-1:14-share consolidation) common shares, as partially offset by repayment of $0.6 million third parties' loans.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company's discussion and analysis of its financial condition and operating results require the Company's management to make judgments, assumptions and estimates that affect the amounts reported. Note 2, "Summary of Significant Accounting Policies" of the notes to the financial statements included elsewhere in this Report describe the significant accounting policies and methods used in the preparation of the Company's consolidated financial statements. There have been no material changes to the Company's critical accounting estimates since the date of this Report.

Off-Balance Sheet Arrangements

None.