What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-09-29 compared with 2023-03-06 · 904 added, 351 removed, 131 unchanged (91% of the section changed)

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

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

On September 18, 2007, the Company

merged into a new corporation, Sino-Global Shipping America, Ltd.

On January 3, 2022, the Company changed its corporate name

to Singularity Future Technology Ltd.

to reflect its expanded operations into the digital assets business.

Currently, we primarily focus

on providing freight logistics services, which mainly include shipping, warehouse services and other logistical support to steel companies

In 2017, 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 logistics business,

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

subsidiary Brilliant Warehouse Service Inc.

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

and Ningbo Saimeinuo Web Technology Ltd.

in China and Gorgeous Trading Ltd.

and Brilliant Warehouse Service Inc in the United States.

Our range of services include transportation, warehouse, collection, last-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.

As a holding company with

no material operations, conduct substantially all of our operations through subsidiaries established in the United States, the People’s

Republic of China, or the PRC or China and Hong Kong.

However, neither the holding company nor any of the Company’s Chinese subsidiaries

conduct any operations through contractual arrangements with a variable interest entity based in China.

Investors in our common stock

should be aware that they may never directly hold equity interests in the PRC operating entities, but rather equity interests solely

in Singularity, our Virginia holding company.

Furthermore, shareholders may face difficulties enforcing their legal rights under United

States securities laws against our directors and officers who are located outside of the United States.

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.

of June 30, 2023, the Company’s subsidiaries were as follows:

Sino-Global Shipping New York Inc.

A New York Corporation

Incorporated on May 03, 2013

Primarily engaged in freight logistics services

100% owned by the Company

Sino-Global Shipping HK Ltd.

A Hong Kong Corporation

Incorporated on September 22, 2008

No material operations

100% owned by the Company

Thor Miner Inc.

(“Thor Miner”)

A Delaware Corporation

Incorporated on October 13, 2021

Primarily engaged in sales of crypto mining machines

51% owned by the Company

Trans Pacific Shipping Ltd.

(“Trans Pacific Beijing”)

A PRC limited liability company

Incorporated on November 13, 2007.

Primarily engaged in freight logistics services

100% owned the Company

Trans Pacific Logistic Shanghai Ltd.

(“Trans Pacific Shanghai”)

A PRC limited liability company

Incorporated on May 31, 2009

Primarily engaged in freight logistics services

90% owned by Trans Pacific Beijing

Ningbo Saimeinuo Web Technology Ltd.

(“SGS Ningbo”)

A PRC limited liability company

Incorporated on September 11,2017

Primarily engaged in freight logistics services

100% owned by SGS NY

Blumargo IT Solution Ltd.

A New York Corporation

Incorporated on December 14, 2020

No material operations

100% owned by SGS NY

Gorgeous Trading Ltd (“Gorgeous Trading”)

A Texas Corporation

Incorporated on July 01, 2021

Primarily engaged in warehouse related services

100% owned by SGS NY

Brilliant Warehouse Service Inc.

(“Brilliant Warehouse”)

A Texas Corporation

Incorporated on April 19,2021

Primarily engaged in warehouse house related services

51% owned by SGS NY

Phi Electric Motor In.

A New York Corporation

Incorporated on August 30, 2021

No operations

51% owned by SGS NY

SG Shipping &Risk Solution Inc(“SGSR”)

A New York Corporation

Incorporated on September 29, 2021

No material operations

100% owned by the Company

SG Link LLC (“SG Link”)

A New York Corporation

Incorporated on December 23, 2021

No operations

100% owned by SG Shipping & Risk Solution Inc on January 25, 2022

equity structure is a direct holding structure.

Within our direct holding structure, the cross-border transfer of funds within our corporate

entities is legal and compliant with the laws and regulations of the PRC.

After the foreign investors’ funds enter Singularity,

the funds can be directly transferred to the PRC operating companies through its subsidiaries.

Specifically, Singularity is permitted

under the Virginia laws to provide funding to our subsidiaries in the PRC and Hong Kong through loans or capital contributions without

restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.

Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined

in accordance with Chinese accounting standards and regulations.

As of the date hereof, there have not been any transfers, dividends

or distributions made between the holding company, its subsidiaries, and to investors.

Furthermore, as of the date hereof, no cash generated

from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate any difficulties or limitations on

our ability to transfer cash between subsidiaries.

We have also not installed any cash management policies that dictate the amount of

such funds and how such funds are transferred.

For the foreseeable future, we intend to use the earnings for our business operations

and as a result, we do not intend to distribute earnings or pay any cash dividends.

To address persistent capital

outflows and the RMB’s depreciation against the U.S.

dollar in the fourth quarter of 2016, the People’s Bank of China and

the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months,

including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments

and shareholder loan repayments.

The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends

and other distributions may be subject to tightened scrutiny in the future.

The PRC government also imposes controls on the conversion

of RMB into foreign currencies and the remittance of currencies out of the PRC.

Therefore, we may experience difficulties in completing

the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any.

if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to

pay dividends or make other payments.

In addition, the Enterprise

Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by

Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and

the governments of other countries or regions where the non-PRC resident enterprises are tax resident.

Pursuant to the tax agreement between

Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC

enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%.

However, if the relevant tax authorities determine

that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities

may adjust the favorable withholding tax in the future.

Accordingly, there is no assurance that the reduced 5% withholding rate will apply

to dividends received by our Hong Kong subsidiary from our PRC subsidiaries.

This withholding tax will reduce the amount of dividends

we may receive from our PRC subsidiaries.

Because a significant part

of our operations are located in the PRC through our subsidiaries, we are subject to certain legal and operational risks associated with

our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations between

China and the U.S, or Chinese or U.S regulations may materially and adversely affect our business, financial condition and results of

PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these

risks may result in a material change in our operations and the value of our common stock, or could significantly limit or completely

hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline

or be worthless.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations

in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over

China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity

reviews, and expanding the efforts in anti-monopoly enforcement.

believe that we will not be subject to cybersecurity review with

the Cyberspace Administration of China, or the “CAC,”, since we currently do not have over one million users’ personal

information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future,

which we understand might otherwise subject us to the Cybersecurity Review Measures.

We do not believe that our subsidiaries are

directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does

not involve the collection of user data or implicate cybersecurity.

As of the date hereof, no relevant laws or regulations in the PRC

explicitly require us to seek approval from the China Securities Regulatory Commission, or the CSRC, or any other PRC governmental authorities

for future offerings, nor has our Virginia holding company or any of our subsidiaries received any inquiry, notice, warning or sanctions

regarding previous offerings from the CSRC or any other PRC governmental authorities.

However, on February 17, 2023, the CSRC promulgated

Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial

Measures”) and five relevant guidelines, which became effective on March 31, 2023.

According to the Overseas Listing Trial

Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required

to fulfill the filing procedure with the CSRC and report relevant information.

The Overseas Listing Trial Measures provides that an overseas

listing or offering is explicitly prohibited, if any of the following:

(1) such securities offering and listing is explicitly prohibited

by provisions in laws, administrative regulations and relevant state rules;

(2) the intended securities offering and listing may endanger

national security as reviewed and determined by competent authorities under the State Council in accordance with law;

(3) the domestic

company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed

relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market

economy during the latest three years;

(4) the domestic company intending to make the securities offering and listing is currently under

investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof;

or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s)

that are controlled by the controlling shareholder(s) and/or actual controller.

The Overseas Listing Trial

Measures also provide that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by

such issuer will be deemed as indirect overseas offering by PRC domestic companies:

(1) 50% or more of any of the issuer’s operating

revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal

year is accounted for by domestic companies;

and (2) the issuer’s main business activities are conducted in China, or its main place(s)

of business are located in China, or the majority of senior management staff in charge of its business operations and management are PRC

citizens or have their usual place(s) of residence located in China.

Where an issuer submits an application for initial public offering

to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted.

In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies

through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance

with the Overseas Listing Trial Measures.

The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC

on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings

and listings.

At a press conference held

for these new regulations (“Press Conference”), officials from the CSRC clarified that the domestic companies that have already

been listed overseas on or before March 31, 2023 shall be deemed as existing issuers (the “Existing Issuers”).

Existing Issuers

are not required to complete the filling procedures immediately, and they shall be required to file with the CSRC upon occurrences of

certain subsequent matters such as follow-on offerings of securities.

According to the Overseas Listing Trial Measures and the Press Conference,

the existing domestic companies that have completed overseas offering and listing before March 31, 2023, such as us, will not be required

to perform filing procedures for the completed overseas securities issuance and listing.

However, from the effective date of the regulation,

any of our subsequent securities offering in the same overseas market or subsequent securities offering and listing in other overseas

markets shall be subject to the filing requirement with the CSRC within three working days after the offering is completed or after the

relevant application is submitted to the relevant overseas authorities, respectively.

If it is determined that any approval, filing or

other administrative procedures from other PRC governmental authorities is required for any future offering or listing, we cannot assure

you that we can obtain the required approval or accomplish the required filings or other regulatory procedures in a timely manner, or

If we fail to fulfill filing procedure as stipulated by the Trial Measures or offer and list securities in an overseas market

in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us, and impose a fine of between RMB1,000,000

and RMB10,000,000.

Persons-in-charge and other persons that are directly liable for such failure shall be warned and each imposed a fine

from RMB500,000 to RMB5,000,000.

Controlling shareholders and actual controlling persons of us that organize or instruct such violations

shall be imposed a fine from RMB1,000,000 and RMB10,000,000.

On February 24, 2023, the

CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering

and Listing by Domestic Enterprises (the “Provisions on Confidentiality and Archives Administration”), which came into effect

on March 31, 2023.

The Provisions on Confidentiality and Archives Administration requires that, in the process of overseas issuance and

listing of securities by domestic entities, the domestic entities, and securities companies and securities service institutions that provide

relevant securities service shall strictly implement the provisions of relevant laws and regulations and the requirements of these provisions,

establish and improve rules on confidentiality and archives administration.

Where the domestic entities provide or publicly disclose documents,

materials or other items related to the state secrets and government work secrets to the relevant securities companies, securities service

institutions, overseas regulatory authorities, or other entities or individuals, the companies shall apply for approval of competent departments

with the authority of examination and approval in accordance with law and report the matter to the secrecy administrative departments

at the same level for record filing.

Where there is unclear or controversial whether or not the concerned materials are related to state

secrets, the materials shall be reported to the relevant secrecy administrative departments for determination.

However, there remain uncertainties

regarding the further interpretation and implementation of the Provisions on Confidentiality and Archives Administration.

As of the date of this report,

our PRC subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for the business

operations of our PRC subsidiaries.

In addition, as of the date of this annual report, we and our PRC subsidiaries are not required

to obtain approval or permission from the CSRC or the CAC or any other entity that is required to approve our PRC subsidiaries’

operations or required for us to offer securities to foreign investors under any currently effective PRC laws, regulations, and regulatory

If it is determined that we are subject to filing requirements imposed by the CSRC under the Overseas Listing Regulations

or approvals from other PRC regulatory authorities or other procedures, including the cybersecurity review under the revised Cybersecurity

Review Measures, for our future offshore offerings, it would be uncertain whether we can or how long it will take us to complete such

procedures or obtain such approval and any such approval could be rescinded.

Any failure to obtain or delay in completing such procedures

or obtaining such approval for our offshore offerings, or a rescission of any such approval if obtained by us, would subject us to sanctions

by the CSRC or other PRC regulatory authorities for failure to file with the CSRC or failure to seek approval from other government authorization

for our offshore offerings.

These regulatory authorities may impose fines and penalties on our operations in China, limit our ability

to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our

offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results

of operations, and prospects, as well as the trading price of our common stock.

The CSRC or other PRC regulatory authorities also may

take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the securities

Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery,

they do so at the risk that settlement and delivery may not occur.

In addition, if the CSRC or other regulatory authorities later promulgate

new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for

our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established

to obtain such a waiver.

Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect

our business, prospects, financial condition, reputation, and the trading price of our common stock.

Since these statements and

regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued,

it is uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations

or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new

laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S.

foreign exchange.

The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may

in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory

approval from Chinese authorities before future offerings in the U.S.

In other words, although the Company is currently not required to

obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on

exchange, our operations could be adversely affected, directly or indirectly;

our ability to offer, or continue to offer, securities

to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or

future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we

or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or

approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions

or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

see “Risk Factors” beginning on page 19 of this annual report for additional information.

Holding Foreign Company Accountable Act

Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act (“HFCAA”), if the

PCAOB is unable to adequately inspect audit documentation located in China, or investigate our auditor.

Furthermore, on June 22,

2021, the U.S.

Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law, and amends

the HFCAA and requires the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor

is not subject to Public Company Accounting Oversight Board (“PCAOB”) inspections for two consecutive years instead of

Our auditor, Audit Alliance LLP, the independent registered public accounting firm that

issues the audit report included elsewhere in this annual report, is headquartered in Singapore and is registered with the

PCAOB, and was not included in the list of PCAOB Identified Firms in the PCAOB Determination

Report issued in December 2021.

On August 26, 2022, the PCAOB signed

the Protocol with the CSRC and the MOF of the People’s Republic of China, governing inspections and investigations of audit

firms based in mainland China and Hong Kong.

The Protocol remains unpublished and is subject to further explanation and

implementation.

Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent

discretion to select any issuer audits for inspection or investigation and the unfettered ability to transfer information to the

On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate

PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong completely in 2022.

The PCAOB Board vacated

its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms

headquartered in China mainland and Hong Kong.

However, whether the PCAOB will continue to be able to satisfactorily conduct

inspections of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty and

depends on a number of factors out of our, and our auditor’s control.

The PCAOB is continuing to demand complete access in

China mainland and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as

well as to continue pursuing ongoing investigations and initiate new investigations as needed.

The PCAOB has indicated that it will

act immediately to consider the need to issue new determinations with the HFCAA if needed.

Therefore, the PCAOB in the future may

determine that it is unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong.

Our auditor’s working papers related to us and our subsidiaries are located in China.

If our auditor is not permitted to

provide requested audit work papers located in China to the PCAOB, investors would be deprived of the benefits of PCAOB’s

oversight of our auditor through such inspections which could result in limitation or restriction to our access to the U.S.

markets and trading of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities from

See “ Risk Factors - Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies

Accountable Act if the PCAOB is unable to adequately inspect audit documentation located in China.

The delisting of our common

stock, or the threat of their being delisted, may materially and adversely affect the value of your

investment .”

Recent Developments

Since the publication of the

Hindenburg Report (as defined below), we have devoted substantial resources and efforts in connection with the investigations by a special

committee of our Board of Directors and by U.S.

governmental authorities and with respect to the defense of lawsuits and the settlement

of lawsuits and claims, which are fully described below.

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

including suspension of our business development in North America.

We are currently exploring new business opportunities while continuing

to provide freight logistics services, which include shipping and warehouse services.

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 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 the Board (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.

Committee then retained Blank Rome LLP to serve as independent legal counsel and advise the Committee on the investigation.

Committee completed the fact-finding portion of its investigation prior to December 31, 2022.

The Special Committee’s preliminary

findings corroborated certain of the allegations made in the Hindenburg Report and the investigation resulted in the termination and resignation

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

On August 9, 2022, Mr.

Jie tendered his resignation from his positions as 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, pending

the Special Committee’s further investigation into allegations raised in the Hindenburg Report and other related matters.

On August 16, 2022, attorneys

from Blank Rome LLP, counsel for the Special Committee, held a conference call with staff members of the Securities and Exchange Commission

(the“SEC”), 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 concluded at that time that Mr.

Jie was in fact issued a “Red Notice” in China.

of remediating this issue, after being suspended by the Special Committee on August 8, 2022, Mr.

Yang Jie resigned from his positions

as Chief Executive Officer and as a director of the Company on August 9, 2022.

In December 2022, the Company

entered into cancellation agreement and a letter confirming the rescission of the grant of the shares with each of Yang Jie and Ms.

Shan, our former Chief Operating Officer, pursuant to which Mr.

Shan agreed to return 300,000 shares and 100,000 shares of

our Common Stock, respectively, to the Company for cancellation at no cost.

Such shares were previously issued to each of them for their

services as officers of the Company.

The shares were cancelled as of March 31, 2023.

On February 10, 2023, in response

to two, now-settled, lawsuits filed by private investors, Mr.

Jie filed a motion to dismiss the private investors’ suits and provided

a copy of a formal legal opinion issued by the Zhonglun W&D Law Firm, PRC.

The Zhonglun W&D legal opinion concluded that Mr.

was not charged with a crime in China, the investigation and underlying case had indeed been closed, and Mr.

Jie was not formally treated

as a criminal suspect in the PRC.

In order to provide more clarity to the issues raised, the Company engaged Hebei Mei Dong Law Firm,

of Shijiazhuang City, PRC to further investigate the authenticity of the documentation provided by Mr.

Jie to the SEC and whether a “Red

Notice” had been issued.

On June 12, 2023, the Hebei Mei Dong Law Firm issued a report to the Company with respect to these issues.

In their report, the Company’s Chinese counsel concluded after conferring with local officials, that the investigation of Mr.

conducted by the Baohe District Police Bureau of Hefei City, PRC was completed, that Mr.

Jie was never prosecuted and there was no criminal

judgment against Mr.

Jie as of the date of such report.

The Chinese counsel also confirmed that no “Red Notice” was issued

Jie in the PRC.

On February 23, 2023, the

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

On July 3, 2023, the Company

entered into a Settlement and Release Agreement with Mr.

Jie which fully resolved his claims against the Company.

Executive Changes

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.

Tuo 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 on her behalf.

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.

Tuo Pan was terminated for cause as an employee of the Company and its

subsidiaries and ceased to receive any salary or benefits from the Company since that date.

On January 9, 2023, the Company

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Cao’s employment with the Company.

Cao’s resignation from the Board,

effective as of January 9, 2023.

The Separation Agreement also provided for Mr.

resignation from the Board, effective as of January 9, 2023.

Pursuant to the Separation

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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

the Company the 600,000 shares of Common Stock of the Company granted to him in August 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;

and proceedings and other matters arising out of or related to his relationship with or service to the Company.

In consideration, the

Company agreed to provide the following benefits to which Mr.

Cao was not otherwise entitled:

(1) payment of reasonable attorneys’

fees and costs incurred by Mr.

Cao through January 9, 2023 associated with Mr.

Cao’s personal legal representation in matters relating

Cao’s tenure with the Company, the investigations and proceedings and the negotiation and drafting of the Separation Agreement;

(2) the release of claims in Mr.

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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

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.

On January 17, 2023, Messrs.

John Levy and Heng Wang were appointed as non-executive chairman and vice chairman of the Board, respectively.

On February 23, 2023, Mr.

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

On March 30, 2023, Mr.

Wang was appointed as non-executive Chairman of the Board to fill the vacancy created by Mr.

On April 18, 2023, the Company

entered into an employment agreement with Mr.

Ziyuan Liu and appointed him as the chief executive officer of the Company, effective immediately,

with a term of one year.

On May 1, 2023, the Company

entered into an employment agreement with Mr.

Dianjiang Wang and appointed him as the chief financial officer of the Company, effective

immediately, with a term of one year.

On May 1, 2023, pursuant to

the bylaws of the Company, our Board elected (i) Mr.

Ziyuan Liu as a Class I director to serve until the annual meeting of stockholders

for the fiscal year 2022, to fill the vacancy on the Board resulting from the resignation of Mr.

Jie, (ii) Mr.

Haotian Song as a Class

II director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from

the resignation of Mr.

Cao, and (iii) Ms.

Ling Jiang as a Class III independent director, Chairwoman of the Compensation Committee, a

member of the Audit Committee, and a member of the Nominating and Corporate Governance Committee to serve until the annual meeting of

stockholders for the fiscal year 2024, to fill the vacancy on the Board resulting from the resignation of Mr.

On May 2, 2023, the Board

Ziyuan Liu as the new chairman of the Board.

On July 3, 2023, Mr.

Liu resigned as a director the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate

Governance Committee.

On July 10, 2023, Company

terminated the employment of its Chief Operating Officer, Jing Shan, with cause.

The termination was effective immediately.

On July 31, 2023, the

Company elected Mr.

Zhongliang Xie as a Class II independent director to serve until the annual meeting of stockholders for the

fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr.

Tieliang Liu.

The Board appointed Mr.

to serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate

Governance Committee.

On September 21, 2023, Mr.

Heng Wang resigned

as a director of the Company and a member of the Compensation Committee, the Audit Committee, and the Nominating and Corporate Governance

25, 2023, the Company elected Mr.

Xu Zhao as a Class I independent director to serve until the annual meeting of stockholders for the

fiscal year 2022, to fill the vacancy on the Board resulting from the resignation of Mr.

The Board appointed Mr.

Zhao to serve

as a member of the Audit Committee, a member of the Compensation Committee and Chair of the Nominating and Corporate Governance Committee.

28, 2023, Ms.

Ling Jiang resigned as a director of the Company and a member of the Compensation Committee, the Audit Committee, and the

Nominating and Corporate Governance Committee.

On October 3, 2021, the Company

entered into a Strategic Alliance Agreement with HighSharp (Shenzhen Gaorui) Electronic Technology Co., Ltd.

(“HighSharp”)

to establish a joint venture for collaborative engineering, technical development and commercialization of a bitcoin mining machine under

the name Thor Miner Inc.

(“Thor Minor”) , granting Thor Miner exclusive rights covering design production, intellectual property,

branding, marketing and sales.

On October 11, 2021, Thor Miner was formed in Delaware and is 51% owned by the Company and 49% owned

by HighSharp.

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

(a NYSE listed holding company, which provides marketing data, technology and solutions to the emergency rescue services in China,

filed a lawsuit in the New York State Supreme Court on December 9, 2022 against Thor Miner ( together with the Company, referred to as

the “Corporate Defendants”), Lei Cao, Yang Jie, John F.

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 $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.

The full Settlement

Payment was made in December 2022 and SOSNY dismissed the lawsuit with prejudice against us and the other Defendants on December 28, 2022.

The Company and Thor Miner

further covenanted and agreed that if they receive additional funds from 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 will 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 provided SOSNY an assignment of all claims it may have against HighSharp or otherwise to the proceeds

On 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.

Hudson 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

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 asserted causes of action for, among other things, violations

of the 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

The Hexin lawsuit claimed monetary damages of “at least $6 million,” plus interest, costs, fees, and attorneys’

Hudson lawsuit claimed monetary damages of “at least $4.4 million,” plus interest, costs, fees, and attorneys’

On 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 claimed monetary damages of “at least $575,000” and “potentially exceeding

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

January 10, 2023, the St.

Hudson lawsuit was consolidated with the Jinhe lawsuit and Hexin lawsuit and 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.

The Company, Yang Jie, Jing Shan, and the plaintiffs in the three actions entered into a

certain settlement agreement and general mutual release with an effective date of March 10, 2023, pursuant to which the Company

agreed to pay the plaintiffs $10,525,910.82.

The plaintiffs agreed to discharge and forever release the defendants from all

claims that were or could have been raised in those actions, as well as dismissal of each of the actions with prejudice.

has no role or knowledge as to how the settlement payment will be allocated between and among the plaintiffs.

The Company made the

settlement payment on March 14, 2023.

The plaintiffs agreed to irrevocably forfeit 3,728,807 shares of Common Stock they hold.

cancellation of these shares has been completed.

value of the shares was $2,125,420 on March 10, 2023, the settlement amount over the fair value of the cancelled shares was recorded as other expenses in the Company’s consolidated statement of operations.

On 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 outcome.

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 these governmental authorities regarding

these matters.

The Company is not able to estimate the outcome or duration of the government investigations.

Nasdaq Listing Deficiencies

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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

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.

The Company 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

4 unchanged sentences

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.

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.

notice stated that the Nasdaq Hearings Panel will consider the additional deficiency in rendering a determination regarding the Company’s

continued listing on Nasdaq.

The Company submitted to the Panel a plan to regain compliance with the continued listing requirements and

was 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.

March 8, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s audit committee

requirement under Nasdaq’s Listing Rule 5605 following the resignation of John Levy from the Company’s board of directors

and audit committee effective February 23, 2023.

Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4),

the Company has a cure period to regain compliance (i) until the earlier of the Company’s next annual shareholders’ meeting

or February 23, 2024;

or (ii) if the next annual shareholders’ meeting is held before August 22, 2023, then the Company must evidence

compliance no later than August 22, 2023.

The Company has set the record date of September 28, 2023, for an annual meeting of shareholders

scheduled to take place on October 13, 2023.

March 16, 2023, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with the Nasdaq

Listing Rule 5250(c)(1), which requires the Company to timely file all required periodic financial reports with the SEC, and that the

matter is now closed.

July 7, 2023, the Company received an Notice of Noncompliance Letter (the “Letter”) from Nasdaq stating that the Company was

not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended

June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a)

and 5810(c)(2)(G).

The Letter also states that the Company has 45 calendar days to submit a plan to regain compliance and if Nasdaq accepts

the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until December 27, 2023, to regain

The Company complied with the Nasdaq requirement that the Plan be submitted no later than August 21, 2023.

July 13, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director

and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Mr.

Liu from the Company’s

board of directors and audit committee effective July 3, 2023.

Nasdaq advised the Company that in accordance with Nasdaq’s Listing

Rule 5605(c)(4), the Company has a cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’

meeting or July 3, 2024;

or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must evidence

compliance no later than January 2, 2024.

In response to this notice, on July 31, 2023, the Company elected Mr.

Zhongliang Xie

as a Class II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on

the Board resulting from the resignation of Mr.

The Board appointed Mr.

Xie to serve as Chair of the Audit Committee, a member of

the Compensation Committee and a member of the Nominating and Corporate Governance Committee.

July 13, 2023, the Company received a notice from Nasdaq stating that the Company failed to regain compliance with respect to the minimum

$1 bid price per share requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance,

which ended on July 5, 2023.

However, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or

until January 2, 2024, to regain compliance.

Such determination is based on the Company meeting the continued listing requirement for

market value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception

of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance

period by effecting a reverse stock split, if necessary.

The Company intends to regain compliance with Nasdaq’s bid price requirement

prior to the end of the second bid price extension.

Corporate History and Our Business Segments

18 unchanged sentences

and in China.

As an effort to further diversify

In 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.

3 unchanged sentences

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

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.

We suspended this service in the fiscal year ended June 30, 2019 due to market environment factors, and 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.

30, 2018, we established a wholly owned subsidiary, Ningbo Saimeinuo Web Technology Ltd.

(“Ningbo”), 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,

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

Since the fiscal year ended

1 unchanged sentence

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.

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

Shanming Liang, a stockholder of the Company, to establish a joint

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

For the year ended June 30, 2023, the Company invested

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.

$210,000 in the joint venture.

The joint venture has not commenced operations as of the date of this report.

On December 14, 2020, we 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%.

SG Shipping NY held an 80% ownership interest in Blumargo,

which was established in partnership with Tianjin Anboweiye Technology Co.

(“Tianjin”), to build up hi-tech and information-based

logistics services to meet customer demand.

On June 30, 2022, SG Shipping NY acquired the 20% interest held from Tianjin and increased

its ownership to 100%.

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

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(“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.

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.

purchase price of RMB 30 million ( approximately $4.6 million).

Yanghuai agreed

to manage and operate the servers after the purchase at its site with no further charge from March 10, 2021 to March 9, 2022, after which

time the Company could engage Yanghuai to continue providing services for a fee.

The first cash payment of approximately $0.9 million

was paid within 15 days after the date of signing the Agreement.

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 obtained title to half of the servers.

The Company recorded an 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 servers between the Company and the Seller.

Seller transported servers representing half of the agreed 50,440 terahashes (one trillion) per second (th/s) in computing power (or

a total of 25,220 th/s in computing power) to our Ningbo subsidiary in China and then shipped them to us in the U.S.

On April 21, 2021, the Company

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

Phi Electric Motor, Inc.

no operations as of the date of this Report.

Phi Electric Motor, Inc.has

had no operations as of the date of this report.

On September 29, 2021, the

2 unchanged sentences

Solution Inc.

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

formed a wholly-owned subsidiary, SG Link LLC, in New York.

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

On October 3, 2021, the

Company entered into a Strategic Alliance Agreement with HighSharp to establish a Delaware joint venture for collaborative

engineering, technical development and commercialization of a bitcoin mining machine under the name Thor Miner Inc.

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.

Thor Miner was given exclusive rights covering design production, intellectual

property, branding, marketing and sales.

On October 11, 2021,

On 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.

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 structures.

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 to build Bitcoin mining sites in Texas, Ohio, and other states.

The Company does not plan to pursue this business with

Golden Mainland.

Our 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 U.S.

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.

Our Goals and Strategic Plan

By leveraging our 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 who offers innovative resolutions to better address complex issues in different aspects

in the entire shipping and freight logistics chain.

We 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 from China.

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

Today, 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.

As 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.

However, with our decades

of experience in shipping agency business and solid business relationships with Baosteel Group and Shougang Group, who are among the biggest

importers of iron ore in China, we believe it is to the Company’s best interest to redirect our focus on this segment in 2019 based

on our assessment of current global trading environments.

To our understanding, we are one of few shipping agents specialized in providing

a full range of general shipping agency services in China and the only shipping agency company listed on a public exchange in the U.S.

while other shipping agencies are much smaller and more fragmented.

With the setup of the Ningbo joint venture, we are able to use our

resources such as our customer base, our currently developing IT infrastructure and our business insight to build a global network of

shipping agencies.

In addition, our current business segments like freight logistics and container trucking can also be integrated and

enable us to provide more comprehensive logistics services for our customers.

Our plan is to develop a

shipping agency network in China and South East Asia for the next three years and expand our shipping agency network worldwide.

to build the network through acquisitions or strategic partnership with other shipping agencies.

Our shipping agency business will be

mostly conducted through our China, Hong Kong and Australia subsidiaries.

In fiscal year 2020, we entered

into a general shipping agency service agreement with Mandarine Bulk Ltd.

as the sole general shipping agency and a shipping management

services agreement with Qingdao Lizhou Ship Management Co., Ltd.

We have expanded our business to increase sales revenue in the United

States and get more customers who can settle in U.S.

In fiscal 2024, while we

continue to provide our current traditional logistics business, we will integrate 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”).

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.

At the same time, we plan to

strengthen the research and development force to complete the transformation of the company’s business model and profit model step by

After deep market research and demand analysis, with the actual situation in North America, iterative developing a certain popular

App of high customer coupling, easy to form the functional industrial chain and derivative products and related services.

We also expect

to make achievements in the remote service industry include the service industry of enterprise portal, and the service industry of ERP

customization/implementation/maintenance for small and medium-sized businesses, try to create a new milestone in the co mpany’s

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 main customers for

the fiscal years ended June 30, 2023 and 2022 is Chongqing Iron & Steel Ltd.

For the years ended June 30, 2023 and

2022, Chongqing Iron & Steel Ltd.

accounted for 52.7% and 45.6% of the Company’s revenues, respectively.

years ended June 30, 2023 and 2022, SOSNY accounted for 16.1% and 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.

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, 2023, two suppliers accounted for approximately

19.6% and 19.5% of our total purchases, respectively.

the year ended June 30, 2022, two suppliers accounted for approximately 26.3% and 24.1% of our total purchases, respectively.

Our Strengths

We 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 us.

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

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.

Our Opportunities

For more than thirty years,

the shipping and freight logistics industry has been operated under traditional business models without meaningful change.

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.

We 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;

● Diversifying

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

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.

We have the professionalism and

are the pioneers and leaders in the shipping agency industry in China.

SINO is a NASDAQ-listed company that already has more flexibility

in capital raise 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 enable companies like us who has better resources in

this market niche to expand.

Our Challenges

We 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 vision.

Our Competition

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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.

In 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

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 market.

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.

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

of the date of this Report, we have 28 full-time employees, 12 of whom are based in China and 16 are based in the United States.

total full-time employees, 9 are in management, 10 are in operations, 6 are in finance and accounting related and 3 are in administration

and technical support.

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.

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/.

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