What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-10-14 compared with 2024-10-15 · 409 added, 311 removed, 35 unchanged (95% of the section changed)

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

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our consolidated financial statements and the related notes included elsewhere in the Report.

This discussion contains forward-looking

statements that involve risks and uncertainties.

Actual results and the timing of selected events could differ materially from those

anticipated in these forward-looking statements as a result of various factors.

previously focused on providing customized freight logistics services, but starting 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

In the fiscal years 2023 and 2024, while we continued to provide our freight logistics business, we expanded our services

to include warehousing services provided by our US subsidiary Brilliant Warehouse Service Inc.

On January 3, 2022, we changed our corporate

name to Singularity Future Technology Ltd.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our consolidated

financial statements and the related notes included elsewhere in the Report.

This discussion contains forward-looking statements that

involve risks and uncertainties.

Actual results and the timing of selected events could differ materially from those anticipated in these

forward-looking statements as a result of various factors.

We previously focused on providing

customized freight logistics services, but starting 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 years

2023 and 2024, while we continued to provide our freight logistics business, we expanded our services to include warehousing services

provided by our US subsidiary Brilliant Warehouse Service Inc.

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.

2022, we engaged in purchases and sales of cryptocurrency mining machines through our U.S.

During 2022, we engaged in purchases

and sales of cryptocurrency mining machines through our U.S.

subsidiaries.

For the fiscal year ended June 30, 2024, we were engaged in providing

freight logistics services including warehouse services, which were operated by our subsidiaries Trans Pacific Shipping Limited and Gorgeous

For the fiscal year ended

June 30, 2024, we were engaged in providing freight logistics services including warehouse services, which were operated by our subsidiaries

Trans Pacific Shipping Limited 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.

For the fiscal year ended June 30, 2024, the Company

did not sell crypto-mining machines.

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

February 9, 2024, the Company effectuated a 1-for-10 reverse stock split of its common stock.

Beginning on February 12, 2024, the Company’s

common stock trades on The Nasdaq Stock Market on a split adjusted basis.

Upon effectiveness of the reverse stock split, every 10 shares

of the Company’s issued and outstanding common stock were automatically converted into one share of common stock.

No fractional

shares were issued.

Instead, any fractional shares that would have resulted from the split was rounded up to the next whole number.

in the common stock continues on the Nasdaq Stock Market under the symbol “SGLY”.

The new CUSIP number for the common stock

following the reverse stock split is 82935V 307.

The reverse stock split was intended to increase the per share trading price of the

Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ

Stock Market.

The reverse stock split did not affect the number of total authorized shares of common stock of the Company.

Listing Deficiencies

January 3, 2024, the Company received a Staff determination notice from Nasdaq notifying the Company of the Staff’s determination

to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share

minimum bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

the Nasdaq letter, unless the Company requested an appeal of the determination notice, trading of the Company’s common stock would

be suspended at the opening of business on January 12, 2024.

The Company appealed the delisting determination to a Hearings Panel, and

hearing was scheduled to be held on March 28, 2024.

The Company’s common stock would continue to be listed for trading pending

the Hearing Panel’s decision.

As discussed in “Prospectus Summary - Recent Developments – Reverse Stock Split,”

the Company effectuated a 1-for-10 reverse stock split of its common stock on February 9, 2024.

Beginning on February 12, 2024, the Company’s

Common Stock trades on The Nasdaq Stock Market on a split adjusted basis.

March 12, 2024, the Company received a formal notification from the Nasdaq Stock Market LLC confirming that the Company had regained

compliance with bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

Consequently,

the scheduled hearing before the Hearings Panel on March 28, 2024 had been cancelled.

of SEC Subpoena

previously disclosed, on February 28, 2023 , the audit committee of the Company, after discussion with the management of the Company,

and in consultation with the Company’s independent registered public accounting firm, concluded that the Company’s previously

issued financial statements for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed

with the Securities and Exchange Commission (the “SEC”) on November 29, 2021 (the “2021 Form 10-K”) should no

longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party loan receivable.

Our range of services

include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery.

the fiscal year ended June 30, 2024, the Company did not sell crypto-mining machines.

We have not generated any

revenues to date with respect to our entry into the solar panel production and distribution business.

Recent Developments

Reverse Stock Split

On February 9, 2024, the Company

effectuated a 1-for-10 reverse stock split of its common stock.

Beginning on February 12, 2024, the Company’s common stock trades

on The Nasdaq Stock Market on a split adjusted basis.

Upon effectiveness of the reverse stock split, every 10 shares of the Company’s

issued and outstanding common stock were automatically converted into one share of common stock.

No fractional shares were issued.

any fractional shares that would have resulted from the split were rounded up to the next whole number.

Trading in the common stock continues

on the Nasdaq Stock Market under the symbol “SGLY”.

The new CUSIP number for the common stock following the reverse stock

split is 82935V 307.

The reverse stock split was intended to increase the per share trading price of the Company’s common stock

to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ Stock Market.

The reverse stock

split did not affect the number of total authorized shares of common stock of the Company.

Nasdaq Listing Deficiencies

On January 3, 2024, the Company

received a Staff determination notice from Nasdaq notifying the Company of the Staff’s determination to delist the Company’s

securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share minimum bid price requirement

required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

Pursuant to the Nasdaq letter, unless the Company

requested an appeal of the determination notice, trading of the Company’s common stock would be suspended at the opening of business

on January 12, 2024.

The Company appealed the delisting determination to a Hearings Panel, and hearing was scheduled to be held on March

The Company’s common stock would continue to be listed for trading pending the Hearing Panel’s decision.

in “Prospectus Summary - Recent Developments – Reverse Stock Split,” the Company effectuated a 1-for-10 reverse stock

split of its common stock on February 9, 2024.

Beginning on February 12, 2024, the Company’s Common Stock trades on The Nasdaq Stock

Market on a split adjusted basis.

On March 12, 2024, the Company

received a formal notification from the Nasdaq Stock Market LLC confirming that the Company had regained compliance with bid price requirement

required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

Consequently, the scheduled hearing before the Hearings

Panel on March 28, 2024 had been cancelled.

Receipt of SEC Subpoena

As previously disclosed, on

February 28, 2023 , the audit committee of the Company, after discussion with the management of the Company, and in consultation with

the Company’s independent registered public accounting firm, concluded that the Company’s previously issued financial statements

for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange

Commission (the “SEC”) on November 29, 2021 (the “2021 Form 10-K”) should no longer be relied upon as a result

of incorrect accounting treatment of approximately $4.6 million of related party loan receivable.

audit committee also concluded that the financial statements for the quarters ended September 30, 2021 and December 31, 2021 included

6 unchanged sentences

Amended Form 10-K, the “Restatements”).

June 17, 2024, the Company received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production

of certain documents related to an investigation by the SEC regarding the Restatements (the “Investigation”).

Investigation is at an early stage, the Company cannot predict its outcome, duration, or any potential consequences at this time.

SEC has not advised the Company that it has concluded any legal violation has occurred, but any Investigation potentially could result

in government enforcement actions and, to civil and/or criminal sanctions under relevant laws.

The Company intends to cooperate with

the SEC with respect to the Investigation.

into Joint Venture

On August 22, 2024, New Energy Tech Ltd., (“New Energy”)

a New York corporation and wholly owned subsidiary of the Company, entered into a certain joint venture agreement (the “JV Agreement”)

with Market One Service Corp., a corporation organized under the laws of Wyoming, (“Market One”).

Pursuant to the JV Agreement,

among other things and subject to the terms and conditions contained therein, New Energy and Market One agreed to establish a limited

company under the laws of Ohio, SG Campbells Creek Commodities (the “JV”), to engage in the business of commodity trading

On June 17, 2024, the Company

received a subpoena from the Securities and Exchange Commission (the “SEC”) requesting the production of certain documents

related to an investigation by the SEC regarding the Restatements (the “Investigation”).

Because the Investigation is at an

early stage, the Company cannot predict its outcome, duration, or any potential consequences at this time.

The SEC has not advised the

Company that it has concluded any legal violation has occurred, but any Investigation potentially could result in government enforcement

actions and, to civil and/or criminal sanctions under relevant laws.

The Company intends to cooperate with the SEC with respect to the

Investigation.

On January 17, 2025, after cooperating with the

Investigations, the Company reached a resolution with the SEC regarding the aforementioned matters.

The SEC approved the Company’s Offer of Settlement and issued its Cease-and-Desist Order (the “SEC Order”) dated

January 17, 2025, with respect to certain violations related to the Company’s financial reporting, accounting, books and records,

and internal controls.

Pursuant to the terms of the SEC Order, the Company will pay a civil monetary penalty of $350,000 to the SEC, comply

with certain undertakings to remediate its material weaknesses in the internal control and disclosure deficiencies by June 30, 2026, and

cease and desist any violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), of the Securities Exchange Act of 1934 and Rules 12b-20,

13a-1, 13a-13, and 13a-15 thereunder.

In the event the Company fails to comply with these undertakings, the Company shall, by December

31, 2026, pay an additional civil monetary penalty of $1,000,000 to the SEC.

The above descriptions of the SEC Order are not complete and

are qualified in their entirety by the terms thereof.

The complete SEC Order, including the Company’s obligations thereunder, can

be accessed at the SEC website at www.sec.gov.

Entry into Joint Venture

On August 22, 2024, New Energy

Tech Ltd., (“New Energy”) a New York corporation and wholly owned subsidiary of the Company, entered into a certain joint

venture agreement (the “JV Agreement”) with Market One Service Corp., a corporation organized under the laws of Wyoming, (“Market

Pursuant to the JV Agreement, among other things and subject to the terms and conditions contained therein, New Energy and

Market One agreed to establish a limited company under the laws of Ohio, SG Campbells Creek Commodities (the “JV”), to engage

in the business of commodity trading.

The parties also plan to expand into the sale of solar panels.

outbreak of the COVID-19 virus (“COVID-19”) starting from late January 2020 in the PRC spread rapidly to many parts of the

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

early December 2022, the Chinese government eased its strict control measures for COVID-19, which led to a surge in increased infections

and disruptions in our business operations.

In 2023, our China operation continued to suffer from the impact of COVID-19, although to

a lesser extent.

The impact of any future impact of COVID-19 on the Company’s China operational results will depend on, to a large

extent, on the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat

its impact, almost all of which are beyond our control.

impact of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:

customers have been negatively impacted by the pandemic, which reduced their demand for freight logistics services.

As a result, our

revenue for the year ended June 30, 2022 was down by approximately $1.2 million, or 22.6% and our freight revenue declined slightly in

the ear ended June 30, 2023.

to travel restrictions between US and China, our new business development for existing segments or new ventures has been slowed down.

sales of crypto mining machines were materially adversely affected by COVID-19.

Specifically, Crypto mining machine manufacturers were

impacted by the constrained supply of the semiconductors used in the production of the highly specialized crypto mining machines.

COVID-related

issues exacerbated port congestion and intermittent supplier shutdowns and delays, resulted in delayed shipments and additional expenses

to expedite delivery.

As a result, we were unable to fulfil our customer orders on a timely basis, resulting in the cancellation of orders

and the partial refund of purchases, as evident from the SOSNY settlement.

the impact of COVID-19 on our operations decreased in 2023, such impact still exists and may continue to exist for an unforeseeable period

The impact of any future spread of COVID-19 on the Company’s China operation will depend, to a large extent, on the duration

and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact, almost all

of which is beyond our control.

of Operations

of the Years Ended June 30, 2024 and 2023

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

For the Years Ended June 30,

Future Technology Ltd.

As previously disclosed, on

January 18, 2024, John F.

Levy (“Levy”), a former member of the Board of the Company, filed a claim against the Company in

the Court, Levy v.

Singularity Future Technology Ltd.

f/k/a Sino-Global Shipping America Ltd.

, 24-cv-0384-NG-JMW (the “Lawsuit”).

On April 1, 2025, Levy and the Company entered into a confidential settlement and mutual release agreement to fully resolve the Lawsuit

(the “Settlement Agreement”).

Pursuant to the Settlement Agreement, the Company paid a sum of one hundred and fifty thousand

dollars ($150,000) to Blank Rome LLP, which was counsel to Levy.

On April 17, 2025, the stipulation to dismiss the Lawsuit with prejudice

was filed with the Court.

On April 18, 2025, this Lawsuit was terminated.

Crivellaro v.

Future Technology Ltd.

previously disclosed, on December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired

the publicly traded common stock of the Company between February 2021 and November 2022, brought a putative class action, Crivellaro

Singularity Future Technology Ltd., 22-cv-7499-BMC , against the Company and a dozen related person and entities in the United States

District Court for the Eastern District of New York (the “Court”).

Plaintiffs alleged violations of the U.S.

federal securities

laws by the Company.

Plaintiffs seek damages, plus interest, costs, fees, and attorneys’ fees.

The Company filed a motion to dismiss

on November 20, 2023.

December 17, 2024, the Court issued an order that partially denied the motions to dismiss filed by the Company and its former chief executive

officer, Yang Jie, arising from various statements made by Yang Jie about two allegedly fraudulent transactions.

The rest of the motions

On January 2, 2025, the Company filed an answer to the Second Amended Class Action complaint.

On May 29, 2025, the Company and the lead plaintiffs in the class action

executed a binding term sheet (the “Settlement Term Sheet”) setting forth the material terms of their proposed settlement

on a class wide basis.

On July 13, 2025, the parties executed a Stipulation and Agreement of Settlement (“Settlement Agreement”).

Pursuant to the Settlement Agreement, in exchange for the Settlement payment and subject to final approval by the Court, all plaintiffs

in the Class Action will release the Company and the other defendants on all claims.

The Settlement Payment include cash payment of $3,000,000

and 6,500,000 freely tradable shares of the Company’s Common Stock (the “Settlement Shares”), which shall be issued

pursuant to Section 3(a)(10) of the Securities Act of 1933, subject to the Court’s approval of the Settlement.

In the event of a

reverse stock split prior to the effectiveness of the Settlement, the number of Settlement Shares and/or the put option purchase price

(described below) shall be reformulated so that the value of the Settlement Shares/put option shall not be less than $5,850,0000 as of

the effectiveness of the Settlement.

The settlement class has the right to sell all or a portion of the unsold Settlement Shares back

to the Company at $0.85 per share if the 10-trading day average closing price immediately prior to the exercise of the put option falls

below $0.85 before the class lead counsel sells the Settlement Shares.

The Company agreed to maintain a cash balance $3,250,000 in a dedicated

escrow account to mitigate the risk that it is unable to satisfy the put option.

September 22, 2025, the Court imposed a temporary restraining order on the Company, pursuant to which the Company and the Ms.

CEO of the Company, (i) were mandated to transfer $6,250,000 amount, plus interest, from the Company’s Silk Road Bank account in

Djibouti to the Company’s Bank of America account in the United States by September 23, 2025;

(ii) were mandated to file a status

report which identifies the balance of the Bank of America account every Friday until October 9, 2025;

and (iii) are prohibited from taking

any further steps toward consummating the merger described in the Company’s Schedule 14-A filed with the SEC and from participating

in any other transaction which might have the effect of divesting this Court’s jurisdiction over the Company and its assets.

As of the date of this report, the Company has requested that Silkroad

International Bank S.A.

(“Silkroad”) transfer a total of $6.3 million to the Company’s Bank of America account.

Company has requested an input from Silkroad as to the initial $3,000,000 that the Company requested that Silkroad transfer to the Company’s

Bank of America account in August 2025.

Silkroad indicated that it expects the funds to be credited to the Company’s Bank of America

account “within 3-5 business days, subject to the completion of intermediary and central bank procedures.” As of the date

of this report, the Company has wired $2,000,000, which are loans from unrelated parties, as part of the settlement cash payment to the

Escrow Account set forth in the Settlement Agreement.

Future Technology Ltd.

As previously disclosed, in February 2024, Zhikang Huang, a former

officer and director of the Company, filed a lawsuit against the Company in the Circuit Court for the City of Richmond.

In the complaint,

Zhikang Huang claimed that the Company failed to compensate him for the severance payment, his two months’ salary and the incentive-based

On January 31, 2025, a judgment from the Circuit Court for the City of Richmond was entered in favor of Zhikang Huang and against

the Company in the amount of $468,956.75, with interest accruing from the date of the judgment.

On April 23, 2025, said Virginia judgment

was filed in the Supreme Court of New York, County of Westchester and entered in New York in favor of Zhikang Huang and against the Company

in the amount of $468,956.75, with interest accruing from January 31, 2025.

On August 23, 2025, a settlement agreement was signed between

the Company and Zhikang Huang to fully settle all claims by paying $300,000 to Zhikang Huang by August 25, 2025 and issuance of 90,000

shares to Zhikang Huang by October 22, 2025.

As of the date of this report, the Company has completed the $300,000 settlement payment

to Zhikang Huang.

Entry into a Material

Definitive Agreement

June 19, 2025, the “Company entered into a securities purchase agreement (the “SPA”) with eighteen investors, under

which the Company agrees to sell to the investors an aggregate of 32,188,841 units (the “Unit”), each Unit consisting of one

share of the Company’s common stock, without par value (the “Common Stock”) and three warrants, with each warrant initially

exercisable to purchase one share of the Common Stock at an exercise price of $1.165 (the “Warrants”), in a private placement

to certain “non-U.S.

Persons” as defined in Regulation S of the Securities Act of 1933, at a price of $0.932 per Unit for

an aggregate purchase price of approximately $30 million (the “Offering”).

Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $1.165, for cash.

The Warrants may also

be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement

registering, or no current prospectus available for, the resale of the shares of Common Stock underlying the Warrant.

The Warrants shall

expire five years from its date of issuance.

The Warrants are subject to customary anti-dilution provisions reflecting capitalizations

and subdivisions or other similar transactions.

SPA is subject to various conditions to closing, including, among other things, (a) receipt of the Company’s shareholders’

approval and ratification of the SPA and (b) accuracy of the parties’ representations and warranties.

Registered Direct

January 24, 2025, the Company entered into certain securities purchase agreement (the “Purchase Agreement”) with certain non-affiliated

institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell 700,000 shares of its Common Stock

(“Common Stock”) in a registered direct offering (the “Offering”), for gross proceeds of approximately $1.14 million.

The purchase price for each share of Common Stock is $1.63.

Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification

obligations of the Company, other obligations of the parties, and termination provisions.

addition, the Company agreed that for a period of thirty (30) days from the closing date of the Offering, it will not, including but not

(i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of capital stock

or equivalent securities;

or (ii) file or caused to be filed any registration statement or amendment or supplement thereto, subject to

certain limited exceptions.

In addition, the Company agreed that it will not conduct any sales of Ordinary Shares or equivalent securities

involving a variable rate transaction (as defined in the Purchase Agreement) for a period of thirty (30) days from the closing date of

the Offering, subject to certain exceptions as described in the Purchase Agreements.

Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes.

The Offering closed

on January 27, 2025.

Company also entered into certain placement agency agreement dated January 24, 2025 (the “Placement Agency Agreement”), with

Maxim Group LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act

as the sole lead/exclusive placement agent in connection with the Offering.

The Company agreed to pay the Placement Agent an aggregate

fee equal to 7% of the gross proceeds raised in the Offering.

The Company also agreed to reimburse the Placement Agent up to an aggregate

of $50,000 for the for non-accountable expenses and reasonable and accounted fees and expenses of legal counsel.

Furthermore, the Placement

Agent was granted a right of first refusal for a period of twelve (12) months from the closing date of the Offering.

Results of Operations

Comparison of the Years Ended June 30, 2025

The following table sets forth

the results of our operations for the periods indicated:

For the Years Ended

($ 1,323,488 )

Cost of revenues

Gross profit (loss)

Selling expenses

General and administrative expenses

Impairment loss of investment

Impairment loss of cryptocurrencies

Impairment loss of fixed assets and right of use asset

Provision for doubtful accounts, net of recovery

Stock-based compensation

Total costs and expenses

Allowance for credit losses, net

Operating loss

Gain from disposal of subsidiary and VIE

Interest income

Interest expenses

Judgment debt expenses

Other income, net

Net loss before income tax expenses

Income tax expense

($ 3,314,531 )

decreased by $1,402,042, or approximately 30.9%, to $ 3,136,681 for the year ended June 30, 2024 from $4,538,723 for the year ended June

The decrease was primarily due to decreased revenue from our sale of crypto mining equipment and the decline in revenues of

our freight logistics services.

Revenues from our logistics services business decreased by $669,477, or approximately 17.6%, to $3,136,681

for the year ended June 30, 2024 from $3,806,158 for the year ended June 30, 2023.The Company ceased to sell crypto-mining equipment

since January 1, 2023.

following tables present summary information by segments for the years ended June 30, 2024 and 2023:

For the Year Ended June 30, 2024

Net revenues*

Cost of revenues

Depreciation and amortization

Total capital expenditures

For the Year Ended June 30, 2023

Cost of revenues

Depreciation and amortization

Total capital expenditures

% Changes For the Years Ended

June 30, 2024 and 2023

Cost of revenues

Depreciation and amortization

Total capital expenditures

Disaggregated

information of revenues by geographic locations are as follows:

For the Years Ended

Total revenues

Logistics Services

logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services.

Revenues from freight logistics

services were $3,136,681 for the year ended June 30, 2024, a decrease of $669,477, or approximately 17.6%, as compared to $3,806,158

for the year ended June 30, 2023.

The decrease in shipping revenue of approximately $826,331 from our U.S.

($ 5,471,774 )

Revenues from Freight Logistics Services

Freight logistics services

primarily consist of cargo forwarding, brokerage, warehouse and other freight services.

Revenues from freight logistics services decreased

by approximately $1.3 million, or approximately 42.2%, to $1.8 million for the year ended June 30, 2025 from $3.1 million for the year

ended June 30, 2024.

The decrease was mainly caused by shipping revenue declined $0.5 million from our U.S.

subsidiary, Brilliant Warehouse,

was due to the decline of business volume, offset in part to an increase of revenue from our PRC operation of approximately $156,854

was due to increase several new customers.

of Crypto Mining Machines

On January 10, 2022, Thor Miner entered into a purchase and sale agreement

with SOSNY, a wholly owned subsidiary of SOS Ltd.

Pursuant to the agreement, Thor Miner agreed to sell to SOSNY certain cryptocurrency

mining hardware and other equipment.

The total purchase price was $200,000,000 and the purchase was expected to be completed under separate

purchase orders.

We recognized the sales of cryptocurrency mining equipment based on a net basis as the manufacturer of the products

was responsible for shipping and custom clearing for the products.

The net revenue amounted to $732,565 for the years ended June 30, 2023.

We ceased to sell crypto-mining equipment since January 1, 2023.

of revenues for our freight logistics services segment mainly consisted of freight costs to various freight carriers, cost of labor,

warehouse rent and other overhead and sundry costs.

Cost of revenues for our freight logistics services segment was $3,614,947 for the

year ended June 30, 2024, a decrease of $375,707, or approximately 9.4%, as compared to $3,990,654 for the year ended June 30, 2023 as

a result of reduced activity in our truck dispatch business.

We determined to restrict this business to large customers in order improve

profitability.

gross margin was (15.2%) and 12.1% for the years ended June 30, 2024 and 2023, respectively.

This decrease in gross margin was mainly

due to decreased revenue from our freight logistics business and ceased to sell crypto-mining equipment since January 1, 2023.

Costs and Expenses

costs and expenses decreased by $10,074,632 or approximately 52.7% from $9,058,885 for the year ended June 30, 2024 compared to $19,133,517

for the year ended June 30, 2023.

This decrease was mainly due to the decrease in general and administrative expenses, provision for

doubtful accounts, stock-based compensation and impairment loss of investment as more fully discussed below.

selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives.

year ended June 30, 2024, we had $252,278 in selling expenses, as compared to $232,569 for the year ended June 30, 2023, which represents

an increase of $19,709 or approximately 8.5%.

The increase was mainly due to an increase in salaries as we added to employees and

incurred increased marketing expenses for the freight logistics segment for our sales team.

and Administrative Expenses

general and administrative expenses consist primarily of salaries and benefits, travel expenses for our administration department, office

expenses, and regulatory filing and professional service fees for auditing, legal and IT consulting.

For the year ended June 30, 2024,

we had $5,031,852 of general and administrative expenses, as compared to $11,572,888 for the year ended June 30, 2023, representing a

decrease of $6,541,036 or approximately 56.5%.

The decrease was mainly due to the decreased lawyer fees of $4,633,711 which mainly related

to legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation,

and inadequate disclosure raised in the Hindenburg Report and other related matters incurred in the last fiscal year.

Loss of Cryptocurrencies

recorded an impairment loss of $72,179 and $18,279 for the year ended June 30, 2024 and 2023 respectively, for the cryptocurrencies held

by us as the ownership of the cryptocurrencies could not be verified.

Loss of Fixed Assets and Right of Use Assets

recorded impairment losses of nil and $$33,469 for the year ended June 30, 2024 and 2023.

recorded no impairment charges related to fixed assets and right of use assets during the years ended June 30, 2024.

Loss of Investment

Company recorded $128,369 for the year ended June 30, 2023 due to the impairment of the Company’s investment in LSM Trading Ltd.

No impairment loss was recorded for the year ended June 30, 2024.

for Doubtful Accounts, Net of Recovery

total bad debt expenses amounted to approximately $87,629 for the year ended June 30, 2024, mainly due to the bad debt provision of $50,000

due the early termination of a lease agreement in Jericho, New York.

total bad debt expenses amounted to approximately $2.8 million for the year ended June 30, 2023, mostly due to a $3 million wire transfer

made by our former COO, Jing Shan to Goalowen Inc.

on May 5, 2023 without the Board’s authorization, as payment for the transfer

by Goalowen to the Company of an operating income right to be derived from fishing activities.

The Company has demanded the return of

the $3 million but has not been successful.

As of June 30, 2023, the Company reviewed the unauthorized transfer, evaluated the collection

possibility, and decided to provide 100% allowance provision with amount of USD 3 million.

compensation was nil and $329,778 for the year ended June 30, 2024 and 2023, and we did not issue any stock compensation to employees

and directors in the fiscal year of 2024.

from disposal of subsidiaries and VIE

October 24, 2023, February 19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of Ningbo Saimeinuo Web Technology Ltd.,

Thor Miner Inc.

and Blumargo It Solution Ltd., respectively.

due to closure of operations in fiscal 2024 and $0.9 million declined in revenue from our PRC subsidiaries as the tariff wars caused significant

decline in business volume.

For the year ended June 30, 2025, the Company generated all of its revenue in PRC.

Cost of Revenues

Cost of revenues for our freight

logistics services mainly consisted of freight costs to various freight carriers, cost of labor, warehouse rent and other overhead and

sundry costs.

Cost of revenues for our freight logistics services decreased by approximately $1.9 million, or 51.3%, to approximately

$1.8 million for the year ended June 30, 2025 from approximately $3.6 million.

The closure of U.S.

subsidiary, Brilliant Warehouse in

fiscal 2024 which significant reduced cost of revenue by $1.0 million.

The cost from our PRC subsidiaries declined by $0.8 million mainly

contributed by decline in business volume as a result of tariff wars.

Our gross margin was 2.8%

from our PRC subsidiaries for the year ended June 30, 2025 which declined by 0.5% from 3.4% for the year ended June 30, 2024 due to marginal

increase in freight costs.

Our gross margin was (15.2%) for the year ended June 30, 2024, which was mainly due to decreased revenue from

our freight logistics business and ceased to sell crypto-mining equipment since January 1, 2023.

Selling Expenses

Our selling expenses consisted

primarily of salaries, meals and entertainment and travel expenses for our sales representatives.

Our selling expenses decreased by approximately

$7,201, or 2.9%, to $0.2 million for the year ended June 30, 2025 from $0.3 million for the same period of last year.

The decrease was

mainly attributable in the decrease in freight volume which, in turn, reduced selling activities.

General and Administrative Expenses

Our general and administrative

expenses consist primarily of salaries and benefits, travel expenses for our administration department, office expenses, and regulatory

filing and professional service fees for auditing, legal and IT consulting.

Our general and administrative expenses decreased by approximately

$2.5 million, or 50.0%, to $2.5 million for the year ended June 30, 2025 from $5.0 million for the same period of last year.

Since closure

of business operation in U.S., the management undertook significant cost cutting initiatives reducing all categories of general administrative

expenses across the board.

Impairment Loss of Cryptocurrencies

We recorded an impairment

loss of nil and $72,179 for the year ended June 30, 2025 and 2024 respectively, for the cryptocurrencies held by us as the ownership of

the cryptocurrencies could not be verified.

Allowance for credit losses, net

Our allowance for credit losses

decreased by approximately $87,629, or 100%, to nil for the year ended June 30, 2025, from allowance for credit losses of $87,629 for

the same period of last year.

For the year ended June 30, 2025, allowance for credit losses were fully provided in fiscal 2024.

Gain from disposal of subsidiaries and VIE

On October 24, 2023, February

19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of Ningbo Saimeinuo Web Technology Ltd., Thor Miner Inc.

It Solution Ltd., respectively.

Total gain from the three disposals was $359,781.

these entities did not have any active operations prior to their disposal, the disposal did not represent a strategic change in the Company’s

As such, the disposal was not presented as a discontinued operation.

settlement expenses

recorded $8.4 million in lawsuit settlement expenses for the year ended June 30, 2023, compared to nil in lawsuit settlement expenses

for the year ended June 30, 2024.

The expenses were related to the lawsuits in connection with the Securities Purchase

Agreement and the Financial Advisory Agreement described in Item 1.

Business – Litigation.

Expenses, Net

income, net was $90,649 for the year ended June 30, 2024, which mainly consisted of interest income of $185,626 and exchange loss of

$ 119,992, as compared to $74,989 for the year ended June 30, 2023, which mainly consisted of interest expense for our convertible debt

of approximately $250,000 and the gain on disposal of right of use assets and fixed assets of $190,897 .

income tax expenses amounted to nil and $135,855 for the years ended June 30, 2024 and 2023, respectively.

have incurred a cumulative U.S.

federal net operating loss (“NOL”) of approximately $41,700,000 as of June 30, 2023, which

may reduce future federal taxable income.

The NOL generated for the year ended June 30, 2024 amounted to approximately $5,500,000.

Tax benefit derived from this NOL was approximately $1,155,000.

As of June 30, 2024, our cumulative NOL amounted to approximately $47,200,000.

operations in China have incurred a cumulative NOL of approximately $1,703,000 as of June 30, 2023, which was mainly from net losses.

During the year ended June 30, 2024, we generated an additional NOL of approximately $359,000 due to increased third party service cots

as a result of our special committee’s investigation.

Our PRC subsidiaries’ cumulative NOL amounted to approximately $2,062,000

as of June 30, 2024, which may reduce future taxable income and will expire by 2026.

periodically evaluate the likelihood of the realization of our deferred tax assets and reduce the carrying amount of the deferred tax

assets by a valuation allowance to the extent we believe a portion will not be realized.

Management considers new evidence, both positive

and negative, that could affect our future realization of deferred tax assets including our recent cumulative earnings experience, expectation

of future income, the carry forward periods available for tax reporting purposes and other relevant factors.

We determined that it is

more likely than not our deferred tax assets would not be realized due to uncertainty on future earnings as a result of the Company’s

reorganization and venture into new businesses.

We provided a 100% allowance for deferred tax assets as of June 30, 2024.

The net increase

in valuation for the year ended June 30, 2024 amounted to approximately $1,196,000 based on management’s reassessment of the amount

of our deferred tax assets that are more likely than not to be realized.

a result of the foregoing, we had a net loss of $5,471,774 for the year ended June 30, 2024, compared to a net loss of $23,098,342 for

the year ended June 30, 2023.

After the deduction of non-controlling interest, net loss attributable to us was $5,108,528 for the year

ended June 30, 2024, compared to $22,996,846 for the same period in 2023.

Comprehensive loss attributable to us was $5,039,492 for the

year ended June 30, 2024, as compared to $22,952,349 for the year ended June 30, 2023.

and Capital Resources

Flows and Working Capital

of June 30, 2024, we had $14,641,967 in cash (including cash on hand and cash in bank) and $3,094,092 in restricted cash.

Our cash position

improved in the year ended June 30, 2024 due to the receipt of $9.8 million from the year-end private placement.

The majority of our

cash is in banks located in the Djibouti a country in East Africa and the restricted cash is in banks located in U.S.

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

No such disposal for the year ended June 30, 2025.

Interest income

Interest income increased

by approximately $0.1 million, or 100%, to approximately $0.1 million for the year ended June 30, 2025 from nil for the same period of

last year, which was mainly related to interest earned on term deposit placed with East West Bank.

Interest expenses

Interest expenses increased to $0.1 million, or

100%, to $0.1 million for the year ended June 30, 2025 from nil for the same period of last year.

As of June 30, 2025, loans from third

parties amounted to $1.5 million with a weighted average interest rate of 12% per annum and a weighted average maturity of one year.

Judgment debt expenses

recorded $0.6 million in judgment debt expenses for the year ended June 30, 2025, compared to nil in judgment debt expenses for the same

period of last year.

Judgment debt expenses mainly related to a judgment passed in January 2025 against the Company and in favor of plaintiff.

In February 2024, Zhikang Huang, a former officer and director of the Company, filed a lawsuit against the Company in the Circuit Court

for the City of Richmond.

In the complaint, Zhikang Huang claimed that the Company failed to compensate him for the severance payment,

his two months’ salary and the incentive-based bonus.

On January 31, 2025, a judgment from the Circuit Court for the City of Richmond

was entered in favor of Zhikang Huang and against the Company in the amount of $488,586, with interest accruing from the date of the judgment.

On April 23, 2025, said Virginia judgment was filed in the Supreme Court of New York, County of Westchester and entered in New York in

favor of Zhikang Huang and against the Company in the amount of $488,586 with interest accruing from January 31, 2025.

Also, there was

a settlement expenses with John Levy of $150,000.

As previously disclosed, on January 18, 2024, John F.

Levy (“Levy”), a former

member of the Board of the Company, filed a claim against the Company in the Court, Levy v.

Singularity Future Technology Ltd.

f/k/a Sino-Global Shipping America Ltd.

, 24-cv-0384-NG-JMW (the “Lawsuit”).

On April 1, 2025, Levy and the Company entered

into a confidential settlement and mutual release agreement to fully resolve the Lawsuit (the “Settlement Agreement”).

to the Settlement Agreement, the Company paid a sum of one hundred and fifty thousand dollars ($150,000) to Blank Rome LLP, which was

counsel to Levy.

On April 17, 2025, the stipulation to dismiss the Lawsuit with prejudice was filed with the Court.

On April 18, 2025,

this Lawsuit was terminated.

Other income, net

Other income, net, decreased

by $13,413, or 14.8%, to $77,236 for the year ended June 30, 2025 from $90,649 for the year ended June 30, 2024, which mainly related

to reduced exchange gain .

Income tax expenses

Our income tax expenses amounted

to $30,230 and nil for the years ended June 30, 2025 and 2024, respectively.

The income tax expenses mainly attributable to interest income

earned from terms deposits.

As a result of the foregoing,

we had a net loss of $3.3 million and $5.5 million for the year ended June 30, 2025 and 2024, respectively.

Liquidity and Capital Resources

Cash Flows and Working Capital

As of June 30, 2025, we had $14.5 million in cash (including cash on hand and cash in bank) and $3.1 million in restricted cash due to

the guarantee that the Company provided to its business partner Solarlink Group Inc.

and the garnishment process initiated by Zhikang

Huang, as discussed in the Recent Developments section.

The majority of our cash is in banks located in the Djibouti a country in East

Africa and the restricted cash is in banks located in U.S.

The following table sets forth

a summary of our cash flows for the periods as indicated:

For the Years Ended

2 unchanged sentences

$ (4,408,691 )

Net cash provided by (used in) investing activities

$ (2,225,708 )

Net cash provided by (used in) financing activities

$ (2,125,420 )

Effect of exchange rate fluctuations on cash

Net increase (decrease) in cash

$ (38,443,126 )

Cash at the beginning of period

Cash at the end of period

following table sets forth a summary of our working capital:

Net cash provided by investing activities

Net cash provided by financing activities

Effect of changes of foreign exchange rate on cash and restricted cash

Cash and restricted cash, beginning of year

Cash and restricted cash, end of year

The following table sets forth a summary of our

working capital:

Total Current Assets

1 unchanged sentence

Working Capital

($ 2,044,747 )

Current Ratio

assessing the liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments.

Our liquidity

needs are to meet our working capital requirements, operating expenses and capital expenditure obligations.

As of June 30, 2024, our

working capital was $12,904,522 and we had cash and restricted cash of approximately $17,736,059 (including $14,641,967 in cash and $3,094,092

in restricted cash).

We believe our current working capital is sufficient to support our operations and debt obligations as they become

due within one year from the date of this Report.

In assessing the liquidity,

we monitor and analyze our cash on-hand and our operating and capital expenditure commitments.

Our liquidity needs are to meet our working

capital requirements, operating expenses and capital expenditure obligations.

As of June 30, 2025, our working capital was $10.9 million

and we had cash of approximately $14.5 million.

We believe our current working capital is sufficient to support our operations and debt

obligations as they become due within one year from the date of this Report.

Operating Activities

net cash used in operating activities was approximately $2.7 million for the year ended June 30, 2025.

3 unchanged sentences

The operating cash outflow for

the year ended June 30, 2023 was primarily attributable to our net loss of approximately $23.1 million which included a $8.4 million

lawsuit settlement.

Our cash outflow also included deferred revenue of approximately $6.9 million where we realized revenue from the

sale of crypto mining equipment and a decrease in refund payable of $13.0 million as a result of the settlement payment to SOSNY, offset

by cash inflow consisting of advance to a related party supplier of approximately $6.2 million which we realized as the cost for the

sale of cryptocurrency equipment.

cash provided by investing activities was $0.1 million for the year ended June 30, 2024 due to repayments from related parties from Zhejiang

Jinbang, which is owned by Mr.

the year ended June 30, 2024 was primarily attributable to our net loss of approximately $5.5 million.

Investing Activities

Net cash provided by investing

activities was nil for the year ended June 30, 2025.

Net cash provided by investing

activities was $0.1 million for the year ended June 30, 2024 due to repayments from related parties from Zhejiang Jinbang, which is owned

Qinggang Wang.

cash used in investing activities was approximately $2.2 million for the year ended June 30, 2023.

This is mainly due to an amount of

$3.0 million paid to Goalowen Inc.

with an operating income right transfer contract.

We also had cash inflows from repayment of a loan

receivable of approximately $0.5 million from Qinggang Wang and Lei Cao, who are related parties, and $0.09 million from the sale of

property and equipment, and repayments from related parties of approximately $0.3 million.

cash provided by financing activities for the year ended June 30, 2024 was $4.5 million due to proceeds from issuance of common stock

of 9.9 million and the repayment of $5 million of convertible notes and accrued interest of $0.4 million.

activities for the year ended June 30, 2023 was mainly payment of $2.1 million for fair value of shares to be cancelled in our legal

Accounting Estimates

Financing Activities

Net cash provided by financing

activities for the year ended June 30, 2025 was proceeds of $2.1 million from third parties loans and proceeds of $1.1 million from issuance

of 0.7 million common shares, as partially offset by repayment of $0.6 million third parties’ loans.

Net cash provided by financing

activities for the year ended June 30, 2024 was $4.5 million due to proceeds from issuance of common stock of 9.9 million and the repayment

of $5 million of convertible notes and accrued interest of $0.4 million.

Critical Accounting Estimates

preparation of financial statements and related disclosures in conformity with U.S.

generally accepted accounting principles and the

Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make

judgments, assumptions and estimates that affect the amounts reported.

Note 2, “Summary of Significant Accounting Policies”

of the notes to the financial statements included elsewhere in this Report describe the significant accounting policies and methods used

in the preparation of the Company’s consolidated financial statements.

There have been no material changes to the Company’s

critical accounting estimates since the date of this Report.

Sheet Arrangements

Quantitative and Qualitative Disclosures about Market Risk.

Financial Statements and Supplementary Data.

Company’s financial statements and the related notes, together with the report of Audit Alliance LLP, are set forth following the

signature pages of this Report.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

generally accepted accounting principles and the Company’s

discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions

and estimates that affect the amounts reported.

Note 2, “Summary of Significant Accounting Policies” of the notes to the financial

statements included elsewhere in this Report describe the significant accounting policies and methods used in the preparation of the Company’s

consolidated financial statements.

There have been no material changes to the Company’s critical accounting estimates since the

date of this Report.

Off-Balance Sheet

Quantitative and Qualitative Disclosures

about Market Risk.

Not applicable.

Financial Statements and Supplementary

The Company’s financial

statements and the related notes, together with the report of Audit Alliance LLP, are set forth following the signature pages of this

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

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 7. Management’s Discussion and Analysis