What changed in this filing

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Item 1. Business

2023-03-06 compared with 2021-09-29 · 478 added, 427 removed, 4 unchanged (100% of the section changed)

Sino-Global Shipping America, Ltd.

(“Sino,” the “Company,”

or “we”), a Virginia corporation, was founded in 2001.

Sino is a non-asset based global shipping and freight logistics integrated

solution provider.

Sino provides tailored solutions and value-added services to its customers to drive effectiveness and control in related

aspects throughout the entire shipping and freight logistics chain.

We operate in four operating segments, including (1) shipping agency

and management services, operated by our subsidiary in Hong Kong and the U.S.;

(2) inland transportation management services, operated

by our subsidiaries in the U.S.;

(3) freight logistics services, operated by our subsidiaries in the PRC and the U.S.;

and (4) container

trucking services, operated by our subsidiaries in the PRC and the U.S.

In addition to its shipping services, the Company has recently

entered the cryptocurrency industry.

conduct our business primarily through our wholly-owned subsidiaries in the People’s Republic of China (the “PRC”)

(including Hong Kong) and the U.S., where a majority of our clients are located.

Company conducts its business primarily through its subsidiaries and contractually controlled affiliates (“VIEs”) in the

People’s Republic of China (the “PRC”) (including Hong Kong) and the U.S., where a majority of its clients are located.

subsidiary in China, Trans Pacific Shipping Limited (“Trans Pacific Beijing”), a wholly owned foreign enterprise, invested

in one 90%-owned subsidiary, Trans Pacific Logistics Shanghai Limited (“Trans Pacific Shanghai”.

Trans Pacific Beijing and

Trans Pacific Shanghai are referred to collectively as “Trans Pacific”).

As PRC laws and regulations restrict foreign ownership

of local shipping agency service businesses, we provided our shipping agency services in the PRC through Sino-Global Shipping Agency

(“Sino-China” or “VIE”), a Chinese legal entity, which holds the licenses and permits necessary to operate

local shipping agency services in the PRC.

Trans Pacific Beijing and Sino-China do not have a parent-subsidiary relationship.

Trans Pacific

Beijing has contractual arrangements with Sino-China and its shareholders that enable us to substantially control Sino-China.

Sino-China, we were able to provide local shipping agency services in all commercial ports in the PRC.

Sino-China is one of the committee

members of China Association of Shipping Agencies & Non-Vessel-Operating Common Carriers (“CASA”).

CASA was approved

to form by China Ministry of Communications.

Sino-China is also our only entity that is qualified to do shipping agency business in China.

We keep the VIE to prepare ourselves for the market to turn around.

History and Our Business Segments

inception in 2001 and through our fiscal year ended June 30, 2013, our sole business was providing shipping agency services.

we provided two types of shipping agency services:

loading/discharging services and protective agency services, in which we acted as

a general agent to provide value added solutions to our customers.

For loading/discharging agency services, we received the total payment

from our customers in U.S.

dollars and paid the port charges on behalf of our customers in RMB.

For protective agency services, we charged

a fixed amount as agent fee while customers are responsible for the payment of port costs and expenses.

Under these circumstances, we

generally required a portion of a customer’s payment in advance and billed the remaining balance within 30 days after the transaction

was completed.

We believe the most significant factors that directly or indirectly affected our shipping agency service revenues were:

number of ship-times to which we provide port loading/discharging services;

size and types of ships we serve;

type of services we provide;

rate of service fees we charge;

number of ports at which we provide services;

number of customers we serve.

January 2016, we expanded our business to freight logistics service to provide import security filing services with U.S.

Department of Homeland Security, on behalf of importers who ship goods into the U.S.

and also providing inland transportation services

to these importers in the U.S.

fiscal year 2017, we also expanded into container trucking services as new business sectors to provide related transportation logistics

services to customers in the U.S.

We are a global

logistics integrated solution provider that was founded in the United States in 2001.

We primarily focus on providing freight

logistics services, which mainly include shipping, warehouse, resources, equipment, and other logistical support to

steel companies and e-commerce businesses.

We previously focused on providing customized freight logistic services

until 2017 when we began exploring new opportunities to expand our business and generate more revenue.

These opportunities ranged from

complementary businesses to other new service and product initiatives.

In the fiscal year 2022, while we continued to provide our traditional

freight business, we expanded our services to include warehousing services provided by our U.S.

subsidiary Brilliant Warehouse Service

Inc since August 2021.

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.

During 2022, we were engaged in purchases and sales of cryptocurrency

mining machines through our U.S.

subsidiaries and ceased this line of business in December 2022 following our settlement with SOSNY, as

more fully described below under the heading “– Recent Developments – Settlement with SOS Information Technology New

We are currently engaged in

providing freight logistics services including warehouse services, which are operated by our subsidiaries Trans Pacific Shipping Limited

and Ningbo Saimeinuo Supply Chain Management Ltd in China and Gorgeous Trading Ltd and Brilliant Warehouse Service Inc in the United States.

Our range of services include transportation, warehouse, collection, first-mile delivery, drop shipping, customs clearance, and overseas

transit delivery.

Since the publication of the

Hindenburg Report (as defined below), we have devoted substantial resources and efforts in the cooperation with the investigation of the

Special Committee and U.S.

governmental authorities, as well as the settlements with investors and vendor and the defense of lawsuits,

which are fully described below.

As a result, our business operations have been materially and adversely impacted, including suspension

of our business developments in North America.

We are currently exploring new business opportunities while continuing to provide freight

logistics services, which include shipping and warehouse services.

Recent Developments

Special Committee Investigation

On May 5, 2022, an entity named Hindenburg Research issued a report

(the “Hindenburg Report”) regarding the Company alleging, among other things, that the Company’s then Chief Executive

Officer, Yang Jie, was a fugitive on the run from Chinese authorities for running an alleged $300 million Ponzi scheme that lured in over

20,000 victims.

The report also raised questions regarding the Company’s joint venture to produce crypto mining equipment announced

in October 2021, as well as a $200 million order purportedly received by the joint venture in January 2022.

Further, the report was critical

of the Company’s April 2022 announcement of a $250 million partnership with an entity named Golden Mainland Inc.

On May 6, 2022,

the Board of Directors of the Company (the “Board”) formed a special committee of its Board of Directors (the “Special

Committee”) to investigate claims of alleged fraud, misrepresentation, and inadequate disclosure related to the Company and certain

of its management personnel raised in the Hindenburg Report and other related matters.

The Special Committee then retained Blank Rome

LLP to serve as independent legal counsel and advise the Committee on the investigation.

The Special Committee completed the fact-finding

portion of its investigation prior to December 31, 2022.

The Special Committee’s preliminary findings corroborate certain of the

allegations made in the Hindenburg Report and the investigation has resulted in the terminations and resignations of certain executive

officers and directors of the Company, including but not limited to, the following:

On June 16, 2022, Ms.

Pan, Chief Financial Officer of the Company, without proper authorization by the Board, directed that funds be wired to satisfy an invoice

for legal services that were rendered or to be rendered to Ms.

Pan personally.

Pan was suspended by the Board for cause and without

pay effective June 20, 2022.

On August 31, 2022, Ms.

Tuo Pan was terminated for cause as an employee and Chief Financial Officer of the

Company and from any other position at any subsidiary of the Company to which she has been appointed in accordance with the terms of her

Employment Agreement dated November 9, 2021 and will not receive any salary or benefits from the Company except those earned through August

On August 9, 2022, Mr.

Jie tendered his resignation from his positions as the Chief Executive Officer and director of the Company to the Board, following the

Board’s decision on August 8, 2022, which adopted the Special Committee’s recommendation that Mr.

Jie be suspended immediately

as the Company’s Chief Executive Officer, pending the Special Committee’s further investigation into allegations raised in

the report of Hindenburg Report and other related matters.

On August 16, 2022, the Staff

and attorneys from Blank Rome LLP, counsel for the Special Committee, held a conference call, during which counsel represented that Yang

Jie had provided documentation to the SEC that indicated that the charges against him in China had been dropped, but the Special Committee’s

investigation raised questions regarding the authenticity of such documents.

The Special Committee has concluded that Mr.

Jie was in fact

issued a “Red Notice” in China.

In terms of remediating this issue, after being suspended by the Special Committee on August

Yang Jie had resigned from his positions as Chief Executive Officer and as a director of the Company on August 9, 2022.

On January 9, 2023, the Company

entered into an Executive Separation Agreement and General Release (the “Separation Agreement”), with Lei Cao, an employee

of the Company and a member of the Board, setting forth the terms and conditions related to (1) the termination of Mr.

Cao’s employment

with the Company and the termination of the employment agreement dated as of November 1, 2021 as well as cancellation and/or termination

of certain other agreements relating to Mr.

Cao’s employment with the Company;

Cao’s resignation from the Board,

effective as of January 9, 2023.

Pursuant to the Separation

Agreement, Mr.

Cao submitted a letter of resignation from the Board on January 9, 2023.

In addition, he agreed to forfeit and return to

the Company the 600,000 shares of common stock of the Company granted to him on August 13, 2021 under the terms of the 2014 Equity Incentive

Plan of the Company (the “2021 Shares”).

Cao also agreed to cooperate with the Company regarding certain investigations

and proceedings set forth in the Separation Agreement, and/or any other matters arising out of or related to Mr.

Cao’s relationship

with or service to the Company.

In consideration, the Company agreed to provide the following benefits to which Mr.

Cao was not otherwise

(1) payment of reasonable attorneys’ fees and costs incurred by Mr.

Cao up through January 9, 2023 associated with Mr.

Cao’s personal legal representation in matters relating to Mr.

Cao’s tenure with the Company, the investigations and proceedings

set forth in the Separation Agreement, and the negotiation and drafting of the Separation Agreement;

(2) the release of claims in Mr.

Cao’s favor contained in the Separation Agreement;

and (3) payment of Mr.

Cao’s reasonable and necessary legal fees to the

extent incurred by Mr.

Cao as a result of his cooperation as required by the Company under the terms of the Separation Agreement.

Additionally,

the Separation Agreement contains mutual general releases and waiver of claims from Mr.

Cao and the Company.

On February 23, 2023,

the Board approved the dissolution of the Special Committee upon conclusion of the committee’s investigation.

On the same day,

John Levy resigned as a director and member of the Audit Committee, Compensation Committee and Nominating Committee of the Board, effective

Nasdaq Listing Deficiencies

On May 24, 2022, the Company

received a delinquency notice from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) due to

its delay in filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022.

The Company was provided 60 days to submit

a plan to regain compliance.

On July 25, 2022 and September 14, 2022, the Company submitted its plan to regain compliance and supplementary

information related to the plan, respectively (collectively, the “Compliance Plan”).

Based on the review of the Compliance

Plan as well as telephone conversations with outside counsel to the Company and counsel to the Company’s Special Committee, the

Staff has determined that the Company did not provide a definitive plan evidencing its ability to file the Quarterly Report on Form 10-Q

for the quarter ended March 31, 2022 and the Annual Report on Form 10-K for the fiscal year ended June 30, 2022 (collectively, the “Reports”)

within the 180 calendar day period available to the Staff under the Nasdaq Listing Rules.

Specifically, the delisting

determination referenced several aspects of the Compliance Plan that raise substantial doubts about the Company’s ability to regain

(i) the unreasonably short timeframe for the Company to file the Reports based on the anticipated timeframe the Special Committee

needs to substantially complete its investigation;

(ii) the Company’s ability to engage a new independent registered public accounting

and (iii) the departure of both the Company’s Chief Executive Officer and Chief Financial Officer.

On November 16, 2022, the

Company received an additional staff determination notice from Nasdaq, advising that it had not received the Company’s Form

10-Q for the quarterly period ended September 30, 2022, which served as an additional basis for delisting the Company’s securities

and that the Nasdaq Hearings Panel (the “Panel”) will consider the additional deficiency in rendering a determination regarding

the Company’s continued listing on The Nasdaq Capital Market.

The Company has submitted to the Panel a plan to regain compliance

with the continued listing requirements, including the filing of the Form 10-Q for the quarterly period ended September 30, 2022.

On January 5, 2023, the Company

received a deficiency notice from Nasdaq informing the Company that its common stock, no par value, fails to comply with the $1 minimum

bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) based upon the closing bid

price of the common stock for the 30 consecutive business days prior to the date of the notice from Nasdaq.

The Company has been provided

an initial compliance period of 180 calendar days, or until July 5, 2023, to regain compliance with the minimum bid price requirement.

On February 21, 2023, the Company received an additional staff determination

notice from Nasdaq, advising that it had not received the Company’s Form 10-Q for the quarterly period ended December 31, 2022,

which served as an additional basis for delisting the Company’s securities.

The notice stated that the Nasdaq Hearings Panel will

consider the additional deficiency in rendering a determination regarding the Company’s continued listing on Nasdaq.

has submitted to the Panel a plan to regain compliance with the continued listing requirements and has been granted a grace period to

file all the delinquent reports, including the filing of the Form 10-Q for the quarterly period ended December 31, 2022, on or before

February 28, 2023.

Settlement with SOS Information Technology

New York, Inc.

SOS Information Technology

New York, Inc.

(“SOSNY”), a company incorporated under the laws of state of New York and a wholly owned subsidiary of SOS

Ltd., filed a lawsuit in the New York State Supreme Court on December 9, 2022 against Thor Miner, Inc., which is the Company’s joint

venture (“Thor Miner,” together with the Company, referred to as the “Corporate Defendants”), Lei Cao, Yang Jie,

Levy, Tieliang Liu, Tuo Pan, Shi Qiu, Jing Shan, and Heng Wang (jointly referred to as the “Individual Defendants”)

(collectively, the Individual Defendants and the Corporate Defendants are the “Defendants”).

SOSNY and Thor Miner entered

into a Purchase and Sale Agreement dated January 10, 2022 (the “PSA”) for the purchase of $200,000,000 in crypto mining rigs,

which SOSNY claims was breached by the Defendants.

SOSNY and Defendants entered

into a certain settlement agreement and general mutual release with an Effective Date of December 28, 2022 (the “Settlement Agreement”).

Pursuant to the Settlement Agreement, Thor Miner agreed to pay a sum of $13,000,000 (the “Settlement Payment”) to SOSNY in

exchange for SOSNY dismissing the lawsuit with prejudice as to the settling Defendants and without prejudice as to all others.

Settlement Payment was received by SOSNY on December 28, 2022.

SOSNY dismissed the lawsuit with prejudice against Singularity (and other

Defendants) on December 28, 2022.

Company and Thor Miner further covenanted and agreed that if they receive additional funds from HighSharp (Shenzhen Gaorui) Electronic

Technology Co., Ltd.

(“HighSharp”) related to the PSA, they will promptly transfer such funds to SOSNY in an amount not to

exceed $40,560,569 (which is the total amount paid by SOSNY pursuant to the PSA less the price of the machines actually received by SOSNY

pursuant to the PSA).

The Settlement Payment and any payments subsequently received by SOSNY from HighSharp shall be deducted from the

total amount of $40,560,569 previously paid by, and now due and owing to SOSNY.

In further consideration of the Settlement Agreement,

Thor Miner agreed to execute and provide to SOSNY, within seven (7) business days after SOSNY’s receipt of the Settlement Payment,

an assignment of all claims it may have against HighSharp or otherwise to the proceeds of the PSA.

Lawsuits in connection with the Securities

Purchase Agreement

September 23, 2022, Hexin Global Limited and Viner Total Investments Fund filed a lawsuit against the Company and other defendants in

the United States District Court for the Southern District of New York (the “Hexin lawsuit”).

On December 5, 2022, St.

Group LLC, Imperii Strategies LLC, Isyled Technology Limited, and Hsqynm Family Inc.

filed a lawsuit against the Company and other defendants

in the United States District Court for the Southern District of New York (the “St.

Hudson lawsuit,” and together with the

Hexin lawsuit, the “Investor Actions”).

The plaintiffs in the Investor Actions are investors that entered into a securities

purchase agreement with the Company in December 2021 as more fully described below.

Each of these plaintiffs asserts causes of action

for, among other things, violations of federal securities laws, breach of fiduciary duty, fraudulent inducement, breach of contract,

conversion, and unjust enrichment, and seeks monetary damages and specific performance to remove legends from certain securities sold

pursuant to the Securities Purchase Agreement.

The Hexin lawsuit claims monetary damages of “at least $6 million,” plus interest,

costs, fees, and attorneys’ fees.

Hudson lawsuit claims monetary damages of “at least $4.4 million,” plus interest,

costs, fees, and attorneys’ fees.

Lawsuit in connection with the Financial Advisory

October 6, 2022, Jinhe Capital Limited (“Jinhe”) filed a lawsuit against the Company in the United States District Court

for the Southern District of New York, asserting causes of actions for, among other things, breach of contract, breach of the covenant

of good faith and fair dealing, conversion, quantum meruit, and unjust enrichment, in connection with a financial advisory agreement

entered into by and between Jinhe and the Company on November 10, 2021.

Jinhe claims monetary damages of “at least $575,000”

and “potentially exceeding $1.8 million,” plus interest, costs, and attorneys’ fees.

On January 10, 2023, St.

Hudson lawsuit was consolidated with this lawsuit and Hexin lawsuit;

on February 24, 2023, all three consolidated

actions were dismissed without prejudice by the court, in furtherance of the parties having reached an agreement in principle to settle

their disputes.

Putative Class Action

December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities

of the Company between February 2021 and November 2022, filed a putative class action against the Company and other defendants in the

United States District Court for the Eastern District of New York, alleging violations of federal securities laws related to alleged false

or misleading disclosures made by the Company in its public filings.

The plaintiff seeks unspecified damages, plus interest, costs, fees,

and attorneys’ fees.

On February 7, 2023, two additional plaintiffs moved to be appointed as the lead class plaintiff in this action;

those motions remain under the Court’s consideration.

As this action is still in the early stage, the Company cannot predict the

In addition to the above litigations,

the Company is also subject to additional contractual litigations as to which it is unable to estimate the outcome.

Government Investigations

Following a publication of

the Hindenburg Report, the Company received subpoenas from the United States Attorney’s Office for the Southern District of New

York and the United States Securities and Exchange Commission.

The Company is cooperating with the government regarding these matters.

At this early stage, the Company is not able to estimate the outcome or duration of the government investigations.

Recent Financings

December 2021 Securities Purchase Agreement

On December 14, 2021, the

Company entered into a securities purchase agreement (the “December 2021 SPA”) with certain non-U.S.

investors and accredited

investors (the “Investors”) pursuant to which the Company sold to the Investors an aggregate of 3,228,807 shares of common

stock and warrants to purchase 4,843,210 shares of common stock.

The purchase price for each share of common stock and one and a half

warrants is $3.26, and the exercise price per warrant is $4.00.

The warrants will be exercisable at any time during the period beginning

on or after June 14, 2022 and ending on or prior to 5:00 p.m.

(New York City time) on December 13, 2026;

provided, however, that the total

number of the Company’s issued and outstanding shares of common stock, multiplied by the Nasdaq official closing bid price of the

common stock shall equal or exceed $150,000,000 for a three consecutive month period prior to an exercise.

This transaction is the subject

of the Investor Actions described above.

On December 14, 2021, the

transaction contemplated by the December 2021 SPA closed because all the closing conditions of the agreement were satisfied.

and sale of the shares and warrants issued by the December 2021 SPA are exempt from the registration requirements of the Securities Act

pursuant to Regulation S promulgated thereunder.

December 2021 Convertible Notes

On December 19, 2021, the

Company issued two senior convertible notes (the “December 2021 Convertible Notes”) to two non-U.S.

investors for an aggregate

purchase price of $10,000,000.

The December 2021 Convertible Notes bear interest at 5% annually and may be converted into shares of the

Company’s common stock per share at a conversion price of $3.76 per share, the closing price of the common stock on December 17,

The December 2021 Convertible Notes are unsecured senior obligations of the Company, and the maturity date of the convertible notes

is December 18, 2023.

The Company may repay any portion of the outstanding principal, accrued and unpaid interest, without penalty for

early repayment.

The Company may make any repayment of principal and interest in (a) cash, (b) common stock at the conversion price or

The investors may convert any conversion amount into common stock on

any date beginning on June 19, 2022.

At the investors’ request,

the Company prepaid $5,000,000 in aggregate of the principal amount, without interest, of the December 2021 Convertible Notes on March

On March 8, 2022, the Company issued two Amended and Restated Senior Convertible Notes (the “March 2022 Amended and Restated

Convertible Notes”) to the investors to change the principal amount of the December 2021 Convertible Notes to $5,000,000.

of the March 2022 Amended and Restated Convertible Notes are the same as that of the December 2021 Convertible Notes, except for the reduced

principal amount and the waiver of interest for the $5,000,000 payment made on March 8, 2022.

January 2022 Warrant Purchase Agreement

On January 6, 2022, the Company

entered into warrant purchase agreements with certain warrant holders (the “Sellers”) pursuant to which the Company repurchased

an aggregate of 3,870,800 warrants (the “January 2022 Warrants”) from the Sellers.

These warrants were sold to these Sellers

in three previous transactions that closed on February 11, 2021, February 10, 2021, and March 14, 2018.

The purchase price for each warrant

Following announcement of the warrant purchase agreement, on January 6, 2022, the Company repurchase an additional 103,200

warrants from other Sellers on the same terms as the previously announced warrant purchase agreements.

The aggregate number of warrants

repurchased under the warrant purchase agreements was 3,974,000.

January 7, 2022, the Company wired the purchase price to each Seller.

Each Seller agreed to deliver the January 2022 Warrants to the Company

for cancellation as soon as practicable following the closing date, but in no event later than January 13, 2022 .

The January 2022 Warrants were deemed cancelled upon the receipt by the Sellers of the purchase price.

Corporate History and Our Business Segments

From inception in 2001 to

our fiscal year ended June 30, 2013, our sole business was providing shipping agency services.

In general, we provided two types of shipping

agency services:

loading/discharging services and protective agency services, in which we acted as a general agent to provide value added

solutions to our customers.

For loading/discharging agency services, we received the total payment from our customers in U.S.

and paid the port charges on behalf of our customers in RMB.

For protective agency services, we charged a fixed amount as agent fee while

customers were responsible for the payment of port costs and expenses.

In January 2016, we expanded

our business to include freight logistics services to provide import security filing services with the U.S.

Customs and Department of

Homeland Security, on behalf of importers who ship goods into the U.S.

and also provided inland transportation services to these importers

In the fiscal year ended June

30, 2017, we also expanded into container trucking services as new business sectors to provide related transportation logistics services

to customers in the U.S.

and in China.

We have signed a cooperation agreement with Sino-Trans Guangxi Logistics Co.

(“Sinotrans”),

which is a state-owned enterprise of China, with a service period from July 1, 2017 to December 31, 2020, to provide freight logistics

services and container trucking services to them in the U.S.

To ensure effective and high-quality services provided to our customers

in the U.S., we established a joint venture, ACH Trucking Center Corp., in the third quarter of fiscal 2017 with a U.S.

local freight

forwarder, Jetta Global Logistics Inc.

The joint venture ended in December 2017 and we continue to operate our trucking business through

our other subsidiaries.

Since ACH Center’s operating revenue was less than 1% of the Company’s consolidated revenue and the

termination did not constitute a strategic shift that would have a major effect on the Company’s operations and financial results,

the results of operations for ACH Center was not reported as discontinued operations in the financial statements.

As an effort to further diversify our business, in the second quarter

of fiscal 2018, we developed our bulk cargo container services segment.

Bulk cargo container shipment refers to using containers to ship

commodities that traditionally are shipped by freight cargo.

Freight cargo rate is usually lower than that of container freight rate;

As an effort to further diversify

our business, in the second quarter of the fiscal year ended June 30, 2018, we developed our bulk cargo container services segment.

cargo container shipment refers to using containers to ship commodities that are traditionally shipped by freight cargo.

Freight cargo

rates are usually lower than container freight rates;

however, the transit time is much longer and has high minimum quantity requirements.

With the Chinese government banning the import of

environmental wastes by the end of 2017, the empty container rate of COSCO Group’s container shipping from the United States to

China has been further reduced.

We temporarily suspended this service in fiscal year 2019 due to market environment factors in 2019 and

have continued this suspension in light of the worldwide impact of the coronavirus pandemic.

the first quarter of fiscal 2018, we established a wholly-owned subsidiary, Ningbo Saimeinuo Supply Chain Management Ltd.

which primarily

engages in transportation management and freight logistics services.

Starting with fiscal year 2019, trade dynamics have made it more expensive

for shipping carrier clients to cost-effectively move cargo into U.S.

ports, and as a result, we realized lower shipping volumes and less

utilization of its online platform, which has caused us to shift our focus back to the shipping agency business.

The shipping agency industry

in China has improved and the number of shipping agencies in overall in the country has decreased, due to both price and the inability

of competitors to embrace technology as a resource in serving client needs.

On September 3, 2018, the Company entered into a cooperation agreement

with Ningbo Far-East Universal Shipping Agency Co., Ltd to set up a joint venture in Hong Kong named Bright Far East International Shipping

Agency Co., Ltd., to engage in worldwide shipping agency operations.

The Company has a 51% equity interest in the joint venture.

23, 2019, Bright Far East International Shipping Agency Co., Ltd.

was incorporated in New York and its registration in Hong Kong was terminated.

There were no major operations of the joint venture for the year ended June 30, 2020.

Currently, we are conducting the shipping agency

business through our wholly-owned Hong Kong subsidiary.

April 10, 2019, the Company entered into a cooperation agreement with Mr.

Weijun Qin, the Chief Executive Officer of a shipping management

company in China, to set up a joint venture in New York named State Priests Management Ltd.

(“State Priests”), in which the

Company will hold a 20% equity interest.

On July 26, 2019, the Company signed a revised cooperation agreement with Mr.

Weijun Qin, which

changed the Company’s equity interest in State Priests from 20% to 90%.

The Company has not provided any cash contribution to the

joint venture and there has been no operation of the joint venture pending the International Ship Safety Management Certificate from

the China Classification Society (the “Certificate”).

As of the date of this filing, the Company has not yet received the

Sino-Global Shipping New York Inc.

started providing shipping management related services that do not require certification,

which include arranging and coordinating for ship maintenance and inspection this quarter.

November 6, 2019, the Company signed a revised cooperation agreement with Mr.

Weijun Qin to restructure their equity interest in State

Given that State Priests failed to timely obtain the necessary approval from related authorities, Mr.

Weijun Qin agreed to exchange

80% equity interest in Sea Continent Management Ltd.

(“Sea Continent”), another New York entity Mr.

Qin owns for the Company’s

90% equity interest in State Priests.

The equity transfer has been consummated.

Sea Continent already has the Certificate but has no

operations as of June 30, 2020.

There has been no capital injection nor operations of State Priests and Sea Continent as of June 30,

therefore, no gain or loss has been recognized in the transaction.

January 10, 2020, the Company entered into a cooperation agreement with Mr.

Shanming Liang, a shareholder of the Company, to set up a

joint venture in New York named LSM Trading Ltd., in which the Company holds a 40% equity interest.

No investment has been made by the

Company as of the date of this report.

The new joint venture will facilitate the purchase agricultural related commodities in the U.S.

for customers in China and the Company will provide comprehensive supply chain and logistics solutions.

the close of the stock market on July 7, 2020, the Company effected a l-for-5 reverse stock split of its common stock to maintain its

listing of its common stock on the NASDAQ Capital Market.

As a result all common stock share amounts included in this filing have been

retroactively reduced by a factor of five, and all common stock per share amounts have been increased by a factor of five.

Amounts affected

include common stock outstanding, including those that have resulted from the stock options, and warrants that convert to common stock.

December 14, 2020, the Company incorporated a new entity named “Blumargo IT Solution Ltd.” with 80% ownership in partnership

with Tianjin Anboweiye Technology Co.

to build up hi-tech and information-based logistic services to meet the higher and complicate demand

of customers.

March 19, 2021, the Company established a wholly owned subsidiary, Cullinan Global Logistics Inc, to support its freight logistics services

from March 2021, the Company entered the cryptocurrency sector.

The Company plans to leverage information technology and other innovative

technologies in its business platform.

These types of technology may be helpful in expanding its traditional logistics service expertise.

Starting from March 2, 2021, the Company accepts Bitcoin as a form of payment for its global shipping, freight, and logistics services.

Payments made in Bitcoin will be made at the rate applicable at the payment date.

March 2, 2021, the Company entered into a purchase agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd.

for the purchase of 2,783 digital currency mining servers.

The total gross purchase price was $4.6 million.

The total computing power

will reach 50,440 t/s.

After the transaction is completed, Yanghuai will manage and operate the servers at Yanghuai’s site with

no further charge from March 10, 2021 through March 9, 2022, after which time Sino-Global may engage Yanghuai to continue providing service

We temporarily suspended this service in the fiscal year ended June 30, 2019 due to market environment factors in 2019, and we have discontinued

this service in light of the worldwide impact of the coronavirus pandemic.

In the fiscal year ended June

30, 2018, we established a wholly owned subsidiary, Ningbo Saimeinuo Supply Chain Management Ltd., which is 100% owned by Sino-Global

Shipping New York Inc.

(“SG Shipping NY”), a New York corporation and a wholly owned subsidiary of the Company, and primarily

engages in transportation management and freight logistics services, including overseas shipping.

Since the fiscal year ended

June 30, 2019, trade dynamics have made it more expensive for shipping carrier clients to cost-effectively move cargo into U.S.

and as a result, we realized lower shipping volumes, which has caused us to shift our focus back to the shipping agency business.

On January 10, 2020, the Company entered into a cooperation agreement

Shanming Liang, a stockholder of the Company and set up a joint venture with Mr.

Liang in New York named LSM Trading Ltd., in

which the Company holds a 40% equity interest.

For the year ended June 30, 2022, the Company invested $210,000.

The joint venture has

not commenced any business operations as of the date of this Report.

On July 7, 2020, the Company

effected a l-for-5 reverse stock split of its issued and outstanding shares of common stock.

The split did not change the number of authorized

shares of common stock or preferred stock, or the par value of common stock or preferred stock.

As a result, all the issued and outstanding

common stock share amounts included in this filing have been retroactively reduced by a factor of five, and all common stock per share

amounts have been increased by a factor of five.

On December 14, 2020, the

Company incorporated a new entity named Blumargo IT Solution Ltd.

(“Blumargo”) in the U.S.

SG Shipping NY held an 80% ownership

interest in Blumargo, which was established in partnership with Tianjin Anboweiye Technology Co., to build up hi-tech and information-based

logistics services to meet the demand of its customers.

On June 30, 2021, SG Shipping NY acquired the additional 20% from Tianjin

Anboweiye Technology Co.

and increased its ownership to 100%.

March to June 2021, the Company engaged in cryptocurrency mining in China.

On March 2, 2021, the Company entered into a purchase agreement

with Hebei Yanghuai Technology Co., Ltd.

(“Yanghuai”) for the purchase of 2,783 digital currency mining machines for a total

purchase price of approximately $4.6 million.

After the purchase, Yanghuai would manage and operate the servers at its site

with no further charge from March 10, 2021 to March 9, 2022, after which time the Company may engage Yanghuai to continue providing service

The first cash payment of approximately $0.9 million was paid within 15 days after the date of signing the Agreement.

second cash payment of approximately $0.9 million will be paid within 15 days after the date of acceptance of the servers and a special

VAT invoice provided by Yanghuai.

On September 17, 2021, Sino-Global Shipping America, Ltd.

(the “Company”) entered into a Digital

Currency Mining Server Purchase Price Adjustment Agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd.

“Seller”) to restructure the Purchase and Entrusted Management Agreement entered into between two parties on March 2, 2021

(the “Purchase Agreement”) to buy 2,783 digital currency mining servers from the Seller.

Due to a subsequent change in Chinese

regulatory policy that prevented the Seller from operating the servers as needed to meet agreed upon performance targets under the Purchase

Agreement, the two parties have restructured the Purchase Agreement to reduce the purchase price from RMB 30 million to RMB 6 million

and to allocate the purchased mining equipment between the Company and the Seller.

The Seller has agreed to transport digital currency

mining servers representing half of the agreed 50,440 t/s in computing power (or a total of 25,220 t/s in computing power) to Ningbo,

March 18, 2021, Sino-Global Shipping America, Ltd.

(the “Company”) announced the launch of a new exchange for NFTs (non-fungible

tokens) in collaboration with e-commerce public chain CyberMiles.

March 24, 2021, the Company agreed to acquire a 60% ownership of Super Node LLC, which is a blockchain infrastructure developer and

service provider, in cash or stock transaction for $5.0 million subject to valuation.

The transaction is subject to the satisfaction

of warranties and representations under the purchase agreement.

This deal is ongoing and is expected to close later this year.

Acquiring equity interest in Super Node LLC can further strengthens the Company’s capabilities and accelerates the buildout of

its business as it pursues major opportunities in the rapidly growing cryptocurrency market and digital economy.

strategy is to:

better solutions for issues and challenges faced by the entire shipping and freight logistics chain to better serve our customers

and explore additional growth avenues.

our current service offerings organically or through acquisitions and/or strategic alliance;

continue to grow our business in the

to streamline our business practice, optimize our cost structure and improve our operating efficiency through effective planning,

budgeting, execution and cost control and strengthening our IT infrastructure;

to reduce our dependency on our legacy business and few key customers;

to monetize our relationships with our strategic partners and leverage their support and our innovation to expand our business.

With the establishment of our subsidiary in Los Angeles, we added cargo

forwarding services to our service platform in the second quarter of fiscal 2017, which is included in our inland transportation business

line for the year ended June 30, 2016.

As we are developing our cargo forwarding services, the Company provides freight logistics services

and container trucking services as two new business segments in fiscal 2017.

During fiscal year 2018, the Company began to provide bulk

cargo container services to the customers.

On November 13, 2019, the Company entered into a cooperation agreement with Shanming Liang,

a director of Guangxi Jinqiao Industrial Group Co., Ltd., to cooperate and expand the bulk cargo container services business.

to our execution of a restructured agreement with Hebei Yanghuai, our partnership will allow us to expand our capacity in the U.S.

remains our intent to grow our business in the U.S.

In addition, we plan to switch to a direct mining business rather than contract with

third parties in order to have greater control over this growth segment and to optimize our gross margin.

Goals and Strategic Plan

By leveraging our reputation, extensive business relationships, technical

ability and in-depth knowledge of the shipping industry, our goal is to further strengthen our position as a leading global logistics

solution provider that offers innovative resolutions to better address complex issues in different aspects in the entire shipping and

freight logistics chain.

historically focused our business on providing our customers with customized shipping agency services.

In the past, our business came

predominately from our strong business relationships with our key strategic partners in China.

To reduce our dependency on a single business

line, we have leveraged, and will continue to leverage, our business relationships with strategic partners to introduce new service offerings

to the market and to diversify our business.

Our strategic plan for the next five years is to continue to diversify our service mix and

actively seek new growth opportunities to expand our business footprint in the U.S.

market to reduce our dependency on the revenue generated

For decades, the shipping industry has been operated under traditional business models without many meaningful changes.

technological innovation has already played a big role in changing every conventional industry.

We believe the internet will be a big

part of the future logistics chain services and a transformative era in shipping and freight logistics business is coming.

As an innovative

solution provider, we plan to apply our technical ability, industry expertise and cutting-edge information technology in the conventional

shipping business to better connect supply and demand and to develop seamless linkages in logistics chains.

a result of our plan to diversify, we continued to provide on inland transportation management services and logistics between the U.S.

and China, such as providing freight logistics services, container trucking services and bulk cargo container services.

During this process,

we will continue to adjust and develop our strategic plans based on the change of business environment.

fiscal 2021, while we continued to provide our current traditional logistics business, we integrated the traditional business with modern

technology to develop a brand-new business model.

On September 27, 2020, we signed a MOU with EMB Technology Co., LTD (“EMB”).

Our company and EMB will combine the advantages of traditional logistics business/new technology and match the marketing economic requirements

of the post-covid-19 world, gathering our many years of industry experience and customer group, with big data analysis, artificial intelligence,

machine learning technologies, research and development platforms for the new business model, joint business partner’s data interface,

to change the traditional business model from delivery to businesses into delivery directly to customers.

Starting from March 2021, the Company entered the cryptocurrency sector.

The Company plans to leverage information technology and other innovative technologies in its business platform.

These types of technology

may be helpful in expanding its traditional logistics service expertise.

On March 18, 2021, we announced the launch of a new exchange

for NFTs (non-fungible tokens) in collaboration with e-commerce public chain CyberMiles.

light of our strategic relationship with Zhiyuan Investment Group that began with the signing of a 5-year global logistics service agreement

in June 2013, we expanded our business platform to include additional service offerings.

We started to provide inland transportation

management services to a third-party customer, Tengda Northwest Ferroalloy Co., Ltd.

(“Tengda Northwest”), during the quarter

ended September 30, 2014.

As we continue to diversify our service platform, we endeavor to reduce our dependency on a few customers for

which we provide freight logistics, container trucking services, and shipping agency services.

Our main customers in the freight logistic

service segment include Shanghai Baoding Energy Ltd.

and Chongqing Iron & Steel Ltd.

Our main customer of shipping agency and management

service are Mandarine Bulk Ltd.

and Qingdao Lizhou Ship Management Co., Ltd.

We began to provide services to Mandarine Bulk Ltd.

Qingdao Lizhou Ship Management Co., Ltd.

since fiscal year 2020.

the year ended June 30, 2021, one customer accounted for approximately 89.7% of the Company’s revenues.

As of June 30, 2021,

one customer accounted for approximately 87.6% of the Company’s accounts receivable, net.

For the year ended June 30, 2020, three

customers accounted for approximately 42%, 23% and 22% of the Company’s revenues, respectively.

As of June 30, 2020, all of these

customers accounted for approximately 87% of the Company’s accounts receivable, net.

operations consist of working directly with our customers to understand in detail their needs and expectations and then managing local

suppliers to ensure that our customers’ needs are met.

the year ended June 30, 2021, two suppliers accounted for approximately 55.4% and 28.6% of the total costs of revenue, respectively.

For the year ended June 30, 2020, three suppliers accounted for 26%, 18% and 16% of the total costs of revenue, respectively.

believe that the following strengths differentiate us from our competitors:

industry experience and problem-solving reputation .

We are a non-asset based global shipping and freight logistics solution provider.

We provide tailored solutions and value-added services to our customers to drive effectiveness and control in related aspects throughout

the entire shipping and freight logistic chain.

We believe that our years of successful track record of applying integrated solutions

to complex issues in the global shipping logistics business gives us a competitive advantage in attracting large clients and helps

us maintain strong long terms business relationship with them.

leadership and a competent professional team .

Our CEO is an industry veteran with more than thirty years of extensive industry

experience including ten years working for COSCO, one of the largest shipping companies in the world.

Most of our employees have

marine business experience, and many of our managers/chief operators served in other large Chinese shipping companies prior to joining

With these professionals and experienced staff, we believe that we provide the best services to our customers at competitive

network and positive industry recognition.

Doing business in China often requires a strong business network and support of key

strategic partners.

The Company served as one of the executive directors of China Association of Shipping Agencies & Non-Vessel-Operating

Common Carriers (CASA), the authoritative industry association in China.

We are the only non-state-owned enterprise represented on

the CASA board guiding the development of the industry.

Our good reputation and industry recognition enables us to maintain strong

relationships with our business partners and have an extensive network of contacts throughout the industry, which helps us gain necessary

support to execute our business plans.

organization and a flexible business model.

Although we are a small business with limited resources, we have a cohesive and effective

organizational structure with the goal of maximizing customer value while minimizing waste.

Our unique flexible business model allows

us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions, quality customer service,

and competitive prices to achieve greater market acceptance and gain additional market share.

U.S.-registered

and NASDAQ-listed public company .

We believe our status as a U.S.

corporation gives us more credibility among existing and potential

customers, suppliers, and other business partners than a privately owned company would have in our industry.

Our ability to raise

capital through the capital market or use our common stock as “currency” to facility potential merger and acquisition

transactions can also help us carry out or accelerate our growth strategies.

Opportunities

more than thirty years, the shipping and freight logistics industry has been operated under traditional business models without meaningful

Many of these business practices are inefficient and problematic;

therefore, maintaining an innovative mindset is critical to

achieving continuous business success and growth.

We are a value-added logistics solution provider with successful past performance and

individuals that have been in the industry for a long time.

Instead of playing the traditional logistics broker role, we focus on providing

technology solutions and innovative leading-edge services to bridge the asset-based world with the digital world.

We shape our industry

practice and profit model by analyzing wider developments both in the global markets and the technology industry so we can address unique

problems that are currently pervasive across the shipping and freight logistics industry.

believe we can capture the business opportunity and grow our business organically or through acquisitions or strategic alliance by:

to streamline our business operations and improve our operating efficiency through innovative technology, effective planning, budgeting,

execution and cost control;

our business to focus on providing innovative technology based solution to our customers to promote our sustainable business growth;

The current market of China’s shipping agency industry is mature

comparing to what it was ten years ago when the shipping agency industry was fueled by the massive construction of China’s infrastructure,

yet the over-supply of shipping agencies has also shrunk the profits of the industry.

Many shipping agencies were constrained by the small

size and the limited services.

SINO is a NASDAQ-listed company that already has more flexibility in capital raising comparing to companies

that are not on a U.S.

major stock exchange or private companies.

We already have a network that covers the US East coast, West coast,

Canada, Australia, Hong Kong, Beijing, and Ningbo.

We maintain strong relationships with customers and market resources.

The current shipping

agency market is more competitive yet enables companies like us who have better resources in this market niche to expand.

face significant challenges when executing our strategy, including:

the complexity and length of restructuring our business, we face the challenge of generating sufficient cash from our current business

activities to support our daily operations during the transition;

may not be able to establish a separate department to solve critical issues in today’s shipping logistics industry;

may not be able to manage our growth when we form more joint ventures for our shipping agency business as we need to better our standard

operating and control procedures which may pose more challenges to our management.

may not have or not be able to get the necessary funds to continue to expand our service and market our services successfully;

ability to respond to increasing competitive pressure on our growth and margins;

ability to gain further expertise and to serve new customers in new service areas;

time to time, we may have difficulty carrying out services effectively and in a profitable way due to the cyclical nature of the

shipping industry, which could lead to a prolonged period of sluggish demand for our services;

ability to respond promptly to a changing regulatory environment, macroeconomic conditions, industry trends, and competitive landscape;

a winning business model takes time and a new business model may not be recognized by the market immediately.

As a publicly traded

company, management may be forced to fulfill near-term performance goals that may not be consistent with the Company’s long-term

● Our recent expansion into the

cryptocurrency industry has been hampered by changes in Chinese regulations.

The market segments that we serve do not have high entry barriers.

There are many companies ranging from small to large in China that provide shipping and freight-related logistics services.

the state-owned companies in China still dominate the industry and generate a majority of the revenues in the industry.

These companies

have greater service capabilities, a larger customer base and more financial, marketing, network and human resources than we do.

of them engage in a wide range of businesses and involve many aspects of the industry chain.

However, we focus on providing tailored solutions

and value-added services to select high-profile customers to drive effectiveness and control in related aspects throughout the entire

shipping and freight logistic chain.

As a boutique company that provides specialized services with limited resources and history, we face

intense competition in the particular market segments that we serve.

Our ability to be successful in our industry depends on our deep

understanding of the complexity of industry issues and challenges and our technical ability to develop best solutions to respond to the

identified issues and provide effective problem-solving strategies to our targeted customers to achieve the fastest and most cost-effective

Our value-added services and innovative approaches are recognized by our customers, which helps us to gain additional market

share and compete effectively with the companies that may be better capitalized than we are or may provide services we do not or cannot

provide to our customers.

of the date of this report, we have 42 full-time employees and one part-time employee, 19 of whom are based in China.

full time employees, 10 are in management, 13 are in operations, 9 are in finance and accounting and 10 are in administration and

technical support.

the last two months of the Company’s 2021 fiscal year, national and local governments in China started to restrict and ban cryptocurrency

mining operations, causing owners of mining machines to cease mining operations.

Based on the amended agreement signed by the Company

and Yanghuai on September 17, 2021, the Company is not liable to perform under the remainder of the contract and has title to half of

the products.

The Company recorded impairment for the mining equipment in the last quarter of 2021 in the amount of approximately $0.9 million.

the two parties have restructured the Purchase Agreement to reduce the purchase price from RMB 30 million to RMB 6 million and

to allocate the purchased mining equipment between the Company and the Seller.

The Seller transported digital currency mining machines

representing half of the agreed 50,440 terahashes per second (th/s) in computing power (or a total of 25,220 th/s in computing power)

to Ningbo, China first, and then shipped to the U.S.

On April 21, 2021, the Company

set up a joint venture in Texas, U.S.

under the name of “Brilliant Warehouse Service Inc.” to support its freight logistics

services in the U.S., pursuant to a cooperation agreement with Mr.

SG Shipping NY has a 51% equity interest in the joint venture.

In July 2021, the Company

registered a new company, Gorgeous Trading Ltd.

(“Gorgeous Trading”), which is 100% owned by SG Shipping NY.

Gorgeous Trading

is mainly engaged in smart warehouse and related business in Texas.

On August 31, 2021, the

Company formed a joint venture, Phi Electric Motor, Inc.

in New York, which is 51% owned by SG Shipping NY.

Phi Electric Motor, Inc.

no operations as of the date of this Report.

On September 29, 2021, the

Company formed a 100% owned subsidiary, SG Shipping & Risk Solution Inc., in New York.

On December 23, 2021, SG Shipping & Risk

Solution Inc.

formed SG Link LLC in New York, of which it is a 100% owner.

As of the date of this Report, the two companies have had no

On October 3, 2021, the Company

entered into a Strategic Alliance Agreement with HighSharp to establish a joint venture for collaborative engineering, technical development

and commercialization of a bitcoin mining machine under the name Thor Miner Inc., granting Thor Miner exclusive rights covering design

production, intellectual property, branding, marketing and sales.

On October 11, 2021, Thor Miner was formed in Delaware, which is

51% owned by the Company and 49% owned by HighSharp.

December 31, 2021, the Company entered into a series of agreements to terminate its variable interest entity (“VIE”) structure

and deconsolidated its formerly controlled entity Sino-Global Shipping Agency Ltd.

(“Sino-China”).

The Company controlled

Sino-China through its wholly owned subsidiary Trans Pacific Shipping Limited.

The Company made the decision to dissolve the VIE structure

and Sino-China because Sino-China has no active operations and the Company wanted to remove any potential risks associated with any VIE

In addition, the Company dissolved its subsidiary Sino-Global Shipping LA, Inc.

On April 10, 2022, the Company entered into a joint venture agreement

with Golden Mainland Inc., a Georgia corporation (“Golden Mainland”) to establish a joint venture for building Bitcoin mining

sites in Texas, Ohio, and other states.

The joint venture has not been set up as of the date of this Report.

The Company has no plan to

pursue this business.

Our Corporate Structure

The diagram below shows our

corporate structure as of the date of this Report.

* Unless otherwise indicated in the diagram, all the subsidiaries

of the Company are wholly owned.

Our Customers

Our main customers for the two fiscal years ended June 30, 2022 and

2021 is Chongqing Iron & Steel Ltd.

For the years ended June 30, 2022 and 2021, Chongqing Iron & Steel Ltd.

for 45.6% and 94.4% of the Company’s revenues, respectively.

For the year ended June 30, 2022, SOSNY accounted for 27.9% of

the Company’s gross revenue.

Our Suppliers

Our operations consist of

working directly with our customers to understand in detail their needs and expectations and then managing local suppliers to ensure that

our customers’ needs are met.

For the year ended June 30, 2022, two suppliers accounted for approximately

26.3% and 24.1% of our total purchases, respectively.

For the year ended June 30, 2021, two suppliers accounted for approximately 55.4%

and 28.6% of our total purchases, respectively.

Our Competition

The market segment that we

now operate in, which is freight logistics services including warehouse services, does not have high entry barriers.

In terms of our competition

in China, there are many companies ranging from small to large that provide freight logistics services, and the state-owned companies

in China generate a significant portion of the revenues in the industry.

Our primary competitors in China are the China branches of international

shipping companies or their exclusive agents in China.

These companies include Evergreen Marine Corp., Orient Overseas Container Line,

Ocean Network Express which includes Kawasaki Kisen Kaisha, Ltd, Mitsui O.S.K.

Lines and Nippon Yusen Kabushiki Kaisha.

The competition

is intense due to the significant excess capacity.

These companies have greater service capabilities, a larger customer base and more

financial, marketing, network and human resources than we do.

Most of them engage in a wide range of businesses and involve many aspects

of the industry chain.

However, we focus on providing tailored solutions and value-added services to customers in freight logistic services.

As a boutique company with limited resources and history, we face intense competition.

Our ability to grow in our industry depends on

(1) our deep understanding of the complexity of industry issues and challenges and (2) our ability to develop optimal solutions to respond

to the identified issues and provide effective problem-solving strategies to our targeted customers.

terms of our competition in the United States, the freight logistics services industry is well developed, highly fragmented, and

competition is fierce nationwide.

Our primary competitors in the U.S.

are local warehouse services providers and freight

forwarding companies in Houston, for example, Bizto LLC, Golden Eagle Guns

LLC, and Smart Supply Chain.

Competition in the freight logistics services industry is driven by factors such as price, service

quality, technology, and geographic reach.

Companies that can offer a combination of these factors are often more competitive in the

Additionally, companies that can adapt to changing customer demands and market trends, such as the shift towards e-commerce,

are likely to be more successful in the long term.

We aim at providing tailored and valued-added services for our international

clients with needs for U.S.

domestic logistics services.

As of the date of this Report,

we have 39 full-time employees, 13 of whom are based in China and 26 are based in the United States.

Of the total full-time employees,

nine are in management, 17 are in operations, nine are in finance and accounting related and four are in administration and technical

We believe that our relationship with our employees is good.

We have never had a work stoppage, and our employees

are not subject to a collective bargaining agreement.

On September 17, 2021, we entered into a Digital Currency Mining Server

Purchase Price Adjustment Agreement (the “Agreement”) with Hebei Yanghuai Technology Co., Ltd.

(the “Seller”)

to restructure the Purchase and Entrusted Management Agreement entered into between two parties on March 2, 2021 (the “Purchase

Agreement”) to buy 2,783 digital currency mining servers from the Seller.

Due to a subsequent change in Chinese regulatory policy

that prevented the Seller from operating the servers as needed to meet agreed upon performance targets under the Purchase Agreement, the

two parties have restructured the Purchase Agreement to reduce the purchase price from RMB 30 million to RMB 6 million and to allocate

the purchased mining equipment between the Company and the Seller.

The Seller has agreed to transport digital currency mining servers

representing half of the agreed 50,440 t/s in computing power (or a total of 25,220 t/s in computing power) to Ningbo, China first, and

then ship to the U.S.

(COVID-19) Update

December 2019, a novel strain of coronavirus (COVID-19) was first identified in China and has since spread rapidly globally.

of COVID-19 has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally.

March 2020, the World Health Organization declared the COVID-19 a pandemic.

In 2020, COVID-19 had a material impact on our business,

financial condition, and results of operations.

including, but not limited to, the following:

temporally closed our offices in early 2020, as required by relevant PRC and U.S.

Our offices were subsequently reopened pursuant to local guidelines.

the pandemic caused disruptions in our operations and supply chains, which resulted in delays

in the shipment of products to certain of our customers.

large number of our employees were in mandatory self-quarantine and the entire business operations

of the Company halted for several months the Spring of 2020.

customers were negatively impacted by the pandemic, which reduced the demand of our services.

As a result, our revenue and income were negatively impacted in 2020.

the second quarter of 2020, the COVID outbreak in China has gradually been controlled.

Our business has also returned to normal operations,

although management assessed that our results of operations had been negatively impacted for the year.

COVID-19 could adversely affect

our business and results of operations in 2021 if any COVID resurgence causes significant disruptions to our operations or the business

of our supply chain, logistics and service providers.

We cannot predict the severity and duration of the impact from such resurgence,

If any new outbreak of COVID-19 is not effectively and timely controlled, or if government responses to outbreaks or potential

outbreaks are severe or long-lasting, our business operations and financial condition may be materially and adversely affected as a result

of the deteriorating market outlook, the slowdown in regional and national economic growth, weakened liquidity and financial condition

of our customers or other factors that we cannot foresee.

Any of these factors and other factors beyond our control could have an adverse

effect on the overall business environment, cause uncertainties in the regions where we conduct business, and could materially and adversely

impact our business, financial condition and results of operations.

Risk Factors.

item is not applicable to a smaller reporting company such as us.

Unresolved Staff Comments.

Company does not have any unresolved or outstanding staff comments.

We have never had a work stoppage, and our employees are not subject

to a collective bargaining agreement.

Intellectual Property

of the date of this Report, we do not have any registered patents, copyrights, or trademarks other than two pending trademark

applications for “Thor” and “Thor Miner.” We have seven registered domain names, including our corporate

website https://www.singularity.us/.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business