SGLY filing — read by section

UNITED
STATES 

 SECURITIES
AND EXCHANGE COMMISSION 

 WASHINGTON,
DC 20549 

 FORM
 10-Q 

 (Mark
One) 

 ☒ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 For
the quarterly period ended March
31, 2026 

 ☐ 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

 For
the transition period from __________ to __________. 

 Commission
File Number 001-34024 

 Singularity
Future Technology Ltd. 

 (Exact
name of registrant as specified in its charter) 

 Virginia 
 
 11-3588546 

 (State
 or other jurisdiction of 
 
 (I.R.S.
 Employer 

 Incorporation
 or organization) 
 
 Identification
 No.) 

 48
 Wall Street , Suite 1100 
 New
 York , NY 
 
 10005 

 (Address
 of principal executive offices) 
 
 (Zip
 Code) 

 (702) 
 849-4548 

 (Registrant’s
telephone number, including area code) 

 Securities
registered pursuant to Section 12(b) of the Act: 

 Title
 of each class 
 
 Trading
 Symbol(s) 
 
 Name
 of each exchange on which registered 

 Common
 Stock, no par value 
 
 SGLY 
 
 NASDAQ 
 Capital Market 

 Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes 
☒ No ☐ 

 Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No
☐ 

 Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. 

 Large
 accelerated filer ☐ 
 Accelerated
 filer ☐ 

 Non-accelerated
 filer ☒ 
 Smaller reporting
 company ☒ 

 Emerging Growth
 Company ☐ 

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

 Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No
 ☒ 

 As
of May 14, 2026, the Company had 7,293,492 
shares of common stock issued and outstanding. 

 SINGULARITY
FUTURE TECHNOLOGY LTD. 

 FORM
10-Q 

 TABLE
OF CONTENTS 

 CAUTIONARY
 NOTE REGARDING FORWARD-LOOKING STATEMENTS 
 ii 

 PART
 I. 
 FINANCIAL
 INFORMATION 
 1 

 Item
 1. 
 Financial
 Statements 
 1 

 Item
 2. 
 Management’s
 Discussion and Analysis of Financial Condition and Results of Operations 
 29 

 Item
 3. 
 Quantitative
 and Qualitative Disclosures About Market Risk 
 32 

 Item
 4. 
 Controls
 and Procedures 
 32 

 PART
 II. 
 OTHER
 INFORMATION 
 33 

 Item
 1. 
 Legal
 Proceedings 
 33 

 Item
 1A. 
 Risk
 Factors 
 34 

 Item 2. 
 Unregistered
 Sales of Equity Securities and Use of Proceeds 
 34 

 Item 3. 
 Defaults
 Upon Senior Securities 
 34 

 Item 4. 
 Mine
 Safety Disclosures 
 34 

 Item 5. 
 Other
 Information 
 34 

 Item
 6. 
 Exhibits 
 34 

 i 

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS 

 This
Report contains certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). Such forward-looking statements, including but not limited to statements regarding our projected growth,
trends and strategies, future operating and financial results, financial expectations and current business indicators are based upon current
information and expectations and are subject to change based on factors beyond our control. Forward-looking statements typically are identified
by the use of terms such as “look,” “may,” “will,” “should,” “might,”
“believe,” “plan,” “expect,” “anticipate,” “estimate” and similar
words, although some forward-looking statements are expressed differently. The accuracy of such statements may be impacted by a number
of business risks and uncertainties we face that could cause our actual results to differ materially from those projected or anticipated,
including but not limited to the following: 

 ● 
 our ability to timely and properly
 deliver our services; 

 ● 
 our
 dependence on a limited number of major customers and suppliers; 

 ● 
 current
 and future political and economic factors in the United States and China and the relationship between the two countries; 

 ● 
 our
 ability to explore and enter into new business opportunities and the acceptance in the marketplace of our new lines of business; 

 ● 
 unanticipated
 changes in general market conditions or other factors which may result in cancellations or reductions in the need for our services; 

 ● 
 the
 demand for warehouse, shipping and logistics services; 

 ● 
 the
 foreign currency exchange rate fluctuations; 

 ● 
 possible
 disruptions in commercial activities caused by events such as natural disasters, health epidemics, terrorist activity and armed conflict; 

 ● 
 the
 impact of quotas, tariffs or safeguards on our customer products that we service; 

 ● 
 our
 ability to attract, retain and motivate qualified management team members and skilled personnel; 

 ● 
 relevant
 governmental policies and regulations relating to our businesses and industries; 

 ● 
 developments
 in, or changes to, laws, regulations, governmental policies, incentives and taxation affecting our operations; 

 ● 
 our
 reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners; and 

 ● 
 the
 outcome of litigation or investigations in which we are involved is unpredictable, and an adverse decision in any such matter could have
 a material adverse effect on our financial condition, results of operations, cash flows and equity. 

 Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes
no obligation to update the forward-looking statements. Nonetheless, the Company reserves the right to make such updates from time to
time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No
such update shall be deemed to indicate that other statements not addressed by such update remain correct or create an obligation to provide
any other updates. 

 ii 

 PART
I. FINANCIAL INFORMATION 

 Item
1. Financial Statements 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 CONDENSED
CONSOLIDATED BALANCE SHEETS 

 (IN
U.S. DOLLARS) 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 (unaudited) 
 
 (audited) 
 
 Assets 
 
 Current assets 
 
 Cash 
 
 $ 
 136,439 
 
 $ 
 14,533,829 
 
 Restricted cash 
 
 2,097,225 
 
 3,118,067 
 
 Notes receivable 
 
 29,253 
 
 32,548 
 
 Accounts receivable 
 
 153,444 
 
 396,744 
 
 Advances to suppliers 
 
 19,398,348 
 
 1,084 
 
 Prepaid expenses 
 
 58,655 
 
 52,068 
 
 Total current assets 
 
 21,873,364 
 
 18,134,340 
 
 Non-current assets 
 
 Right-of-use asset 
 
 45,565 
 
 84,370 
 
 Other long-term assets - deposits 
 
 -
 
 10,192 
 
 Total non-current assets 
 
 45,565 
 
 94,562 
 
 Total Assets 
 
 $ 
 21,918,929 
 
 $ 
 18,228,902 
 
 Liabilities and Equity 
 
 Current Liabilities 
 
 Loans from third parties 
 
 3,005,100 
 
 999,940 
 
 Deferred revenue 
 
 46,321 
 
 -
 
 Accounts payable 
 
 404,321 
 
 701,080 
 
 Lease liability - current 
 
 45,565 
 
 53,286 
 
 Taxes payable 
 
 3,372,492 
 
 3,250,473 
 
 Due to related parties 
 
 1,076,375 
 
 524,231 
 
 Judgment debt payable 
 
 150,000 
 
 488,586 
 
 Class action settlement 
 
 4,000,000 
 
 -
 
 Accrued expenses and other current liabilities 
 
 1,302,095 
 
 1,256,969 
 
 Total current liabilities 
 
 13,402,269 
 
 7,274,565 
 
 Non-Current Liabilities 
 
 Loans from third parties 
 
 466,321 
 
 466,321 
 
 Lease liability - non-current 
 
 -
 
 31,084 
 
 Total non-current liabilities 
 
 466,321 
 
 497,405 
 
 Total liabilities 
 
 13,868,590 
 
 7,771,970 
 
 Commitments and Contingencies 
 
 Shareholders’ Equity: 
 
 Preferred share, 2,000,000 
 shares authorized, no par value, nil share issued and outstanding as of March 31, 2026 and June 30, 2025, respectively

 -
 
 -
 
 Common share, 50,000,000 
 shares authorized, no par value;
 7,293,492 
 and 4,203,492 
 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively 
 
 107,621,633 
 
 105,333,048 
 
 Additional paid-in capital 
 
 2,334,962 
 
 2,334,962 
 
 Accumulated deficits 
 
 ( 100,224,711 
 ) 
 
 ( 94,597,445 
 ) 

 Accumulated other comprehensive losses 
 
 ( 604,764 
 ) 
 
 ( 596,914 
 ) 

 Total Shareholders’ Equity attributable to controlling shareholders
 of the Company 
 
 9,127,120 
 
 12,473,651 
 
 Non-controlling Interest 
 
 ( 1,076,781 
 ) 
 
 ( 2,016,719 
 ) 

 Total Equity 
 
 8,050,339 
 
 10,456,932 
 
 Total Liabilities and Equity 
 
 $ 
 21,918,929 
 
 $ 
 18,228,902 
 
 The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

 1 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS 

 (IN
U.S. DOLLARS) 

 (UNAUDITED) 

 For the Three Months Ended 
 
 For the Nine Months Ended 
 
 March 31, 
 
 March 31, 
 
 2026 
 
 2025 
 
 2026 
 
 2025 
 
 Revenues 
 
 $ 
 403,684 
 
 $ 
 363,070 
 
 $ 
 859,146 
 
 $ 
 1,339,096 
 
 Cost of revenues 
 
 ( 353,852 
 ) 
 
 ( 60,307 
 ) 
 
 ( 820,455 
 ) 
 
 ( 1,297,724 
 ) 

 Gross profit 
 
 49,832 
 
 302,763 
 
 38,691 
 
 41,372 
 
 Selling expenses 
 
 ( 49,581 
 ) 
 
 ( 62,030 
 ) 
 
 ( 145,472 
 ) 
 
 ( 187,780 
 ) 

 General and administrative expenses 
 
 ( 315,725 
 ) 
 
 ( 1,052,018 
 ) 
 
 ( 1,374,195 
 ) 
 
 ( 2,374,836 
 ) 

 Allowance for credit losses 
 
 -
 
 ( 370,479 
 ) 
 
 -
 
 ( 370,479 
 ) 

 Total operating expenses 
 
 ( 365,306 
 ) 
 
 ( 1,484,527 
 ) 
 
 ( 1,519,667 
 ) 
 
 ( 2,933,095 
 ) 

 Operating loss 
 
 ( 315,474 
 ) 
 
 ( 1,181,764 
 ) 
 
 ( 1,480,976 
 ) 
 
 ( 2,891,723 
 ) 

 Gain (loss) from disposal of subsidiaries 
 
 -
 
 -
 
 47,359 
 
 ( 1,030 
 ) 

 Interest expenses 
 
 ( 25,839 
 ) 
 
 -
 
 ( 215,761 
 ) 
 
 -
 
 Class action settlement reversal (expenses) 
 
 4,850,000 
 
 -
 
 ( 4,000,000 
 ) 
 
 -
 
 Other (expenses) income, net 
 
 ( 144 
 ) 
 
 171,068 
 
 ( 323 
 ) 
 
 540,392 
 
 Net income (loss) before income tax expenses 
 
 4,508,543 
 
 ( 1,010,696 
 ) 
 
 ( 5,649,701 
 ) 
 
 ( 2,352,361 
 ) 

 Income tax expense 
 
 -
 
 -
 
 -
 
 -
 
 Net income (loss） 
 
 4,508,543 
 
 ( 1,010,696 
 ) 
 
 ( 5,649,701 
 ) 
 
 ( 2,352,361 
 ) 

 Net (loss) income attributable to non-controlling interest 
 
 ( 4,204 
 ) 
 
 659,713 
 
 ( 22,435 
 ) 
 
 607,634 
 
 Net income (loss) attributable
 to controlling shareholders of the Company. 
 
 $ 
 4,512,747 
 
 $ 
 ( 1,670,409 
 ) 
 
 $ 
 ( 5,627,266 
 ) 
 
 $ 
 ( 2,959,995 
 ) 

 Comprehensive loss 
 
 Net income (loss) 
 
 $ 
 4,508,543 
 
 $ 
 ( 1,010,696 
 ) 
 
 $ 
 ( 5,649,701 
 ) 
 
 $ 
 ( 2,352,361 
 ) 

 Other comprehensive loss - foreign currency translation 
 
 ( 43,234 
 ) 
 
 ( 619,817 
 ) 
 
 ( 7,850 
 ) 
 
 ( 601,778 
 ) 

 Comprehensive income (loss) 
 
 4,465,309 
 
 ( 1,630,513 
 ) 
 
 ( 5,657,551 
 ) 
 
 ( 2,954,139 
 ) 

 Less: Comprehensive (loss) income attributable
 to non-controlling interest 
 
 ( 14,511 
 ) 
 
 582,624 
 
 ( 39,591 
 ) 
 
 560,226 
 
 Comprehensive income (loss)
 attributable to controlling shareholders of the Company 
 
 $ 
 4,479,820 
 
 $ 
 ( 2,213,137 
 ) 
 
 $ 
 ( 5,617,960 
 ) 
 
 $ 
 ( 3,514,365 
 ) 

 Earnings (loss) per share 
 
 Basic and diluted 
 
 $ 
 0.83 
 
 $ 
 ( 0.46 
 ) 
 
 $ 
 ( 1.04 
 ) 
 
 $ 
 ( 0.83 
 ) 

 Weighted average number
 of common shares used in computation 
 
 Basic and diluted 
 
 5,429,416 
 
 3,620,158 
 
 5,429,416 
 
 3,554,786 
 
 The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

 2 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY 

 (IN
U.S. DOLLARS) 

 (UNAUDITED) 

 Accumulated 
 
 Additional 
 
 other 
 
 Total 
 
 Preferred Share 
 
 Common Share 
 
 paid-in 
 
 Accumulated 
 
 comprehensive 
 
 Shareholders’ 
 
 Noncontrolling 
 
 Total 
 
 Shares 
 
 Amount 
 
 Shares 
 
 Amount 
 
 capital 
 
 deficits 
 
 income (loss) 
 
 Equity 
 
 interest 
 
 Equity 
 
 Balance, June 30, 2024 
 
 - 
 
 - 
 
 3,503,492 
 
 $ 
 104,192,048 
 
 $ 
 2,334,962 
 
 $ 
 ( 90,684,966 
 ) 
 
 $ 
 159,272 
 
 $ 
 16,001,316 
 
 $ 
 ( 2,747,633 
 ) 
 
 $ 
 13,253,683 
 
 Issuance of common shares 
 
 - 
 
 - 
 
 700,000 
 
 1,141,000 
 
 - 
 
 - 
 
 - 
 
 1,141,000 
 
 - 
 
 1,141,000 
 
 Foreign currency translation 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 ( 554,369 
 ) 
 
 ( 554,369 
 ) 
 
 ( 47,409 
 ) 
 
 ( 601,778 
 ) 

 Net loss 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 ( 2,959,995 
 ) 
 
 - 
 
 ( 2,959,995 
 ) 
 
 607,634 
 
 ( 2,352,361 
 ) 

 Balance, March
 31, 2025 
 
 - 
 
 - 
 
 4,203,492 
 
 $ 
 105,333,048 
 
 $ 
 2,334,962 
 
 $ 
 ( 93,644,961 
 ) 
 
 $ 
 ( 395,097 
 ) 
 
 $ 
 13,627,952 
 
 $ 
 ( 2,187,408 
 ) 
 
 $ 
 11,440,544 
 
 Balance, June 30, 2025 
 
 - 
 
 - 
 
 4,203,492 
 
 $ 
 105,333,048 
 
 $ 
 2,334,962 
 
 $ 
 ( 94,597,445 
 ) 
 
 $ 
 ( 596,914 
 ) 
 
 $ 
 12,473,651 
 
 $ 
 ( 2,016,719 
 ) 
 
 $ 
 10,456,932 
 
 Issuance of common shares 
 
 - 
 
 - 
 
 3,000,000 
 
 2,100,000 
 
 - 
 
 - 
 
 - 
 
 2,100,000 
 
 - 
 
 2,100,000 
 
 Issuance of common shares for judgment
 debts 
 
 - 
 
 - 
 
 90,000 
 
 188,585 
 
 - 
 
 - 
 
 - 
 
 188,585 
 
 - 
 
 188,585 
 
 Foreign currency translation 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 ( 7,850 
 ) 
 
 ( 7,850 
 ) 
 
 ( 39,591 
 ) 
 
 ( 47,441 
 ) 

 Disposal of subsidiaries 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 1,001,964 
 
 1,001,964 
 
 Net loss 
 
 - 
 
 - 
 
 - 
 
 - 
 
 - 
 
 ( 5,627,266 
 ) 
 
 - 
 
 ( 5,627,266 
 ) 
 
 ( 22,435 
 ) 
 
 ( 5,649,701 
 ) 

 Balance, March 31, 2026 
 
 - 
 
 - 
 
 7,293,492 
 
 $ 
 107,621,633 
 
 $ 
 2,334,962 
 
 $ 
 ( 100,224,711 
 ) 
 
 $ 
 ( 604,764 
 ) 
 
 $ 
 9,127,120 
 
 $ 
 ( 1,076,781 
 ) 
 
 $ 
 8,050,339 
 
 The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

 3 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS 

 (IN
U.S. DOLLARS) 

 (UNAUDITED) 

 For the Nine Months
 Ended 
 
 March
 31, 
 
 2026 
 
 2025 
 
 Operating Activities 
 
 Net loss 
 
 $ 
 ( 5,649,701 
 ) 
 
 $ 
 ( 2,352,361 
 ) 

 Adjustments to reconcile net loss
 to net cash used in operating activities: 
 
 Depreciation and amortization 
 
 - 
 
 48,871 
 
 Non-cash lease expense 
 
 41,101 
 
 355,768 
 
 Allowance for credit losses 
 
 - 
 
 370,479 
 
 Loss on disposal of property and
 equipment 
 
 - 
 
 133,769 
 
 (Gain) loss on disposal of subsidiaries 
 
 ( 47,359 
 ) 
 
 1,030 
 
 Reversal of impairment for right-of-use
 assets 
 
 - 
 
 ( 354,108 
 ) 

 Issuance of common shares for judgment
 debts 
 
 188,585 
 
 - 
 
 Changes in assets and liabilities 
 
 Notes receivable 
 
 4,446 
 
 - 
 
 Accounts receivable 
 
 252,725 
 
 ( 92,631 
 ) 

 Other receivables 
 
 ( 426,492 
 ) 
 
 ( 575,823 
 ) 

 Advances to suppliers 
 
 ( 19,392,842 
 ) 
 
 257,732 
 
 Prepaid expenses 
 
 5,091 
 
 231,707 
 
 Due to related parties 
 
 - 
 
 162,907 
 
 Other long-term assets - deposits 
 
 - 
 
 149,411 
 
 Deferred revenue 
 
 45,273 
 
 ( 567 
 ) 

 Accounts payable 
 
 ( 316,428 
 ) 
 
 338,659 
 
 Taxes payable 
 
 197 
 
 1,533 
 
 Lease liabilities 
 
 ( 41,101 
 ) 
 
 ( 211,951 
 ) 

 Judgment debt payable 
 
 ( 338,586 
 ) 
 
 - 
 
 Class action settlement 
 
 4,000,000 
 
 -
 
 Accrued expenses
 and other current liabilities 
 
 519,616 
 
 1,188,209 
 
 Net
 cash used in operating activities 
 
 ( 21,155,475 
 ) 
 
 ( 347,366 
 ) 

 Investing Activities 
 
 Proceeds from
 disposal of subsidiaries, net of cash 
 
 108,331 
 
 - 
 
 Net
 cash provided by investing activities 
 
 108,331 
 
 - 
 
 Financing Activities 
 
 Advance from a related party 
 
 519,922 
 
 - 
 
 Proceeds from issuance of common
 shares 
 
 2,100,000 
 
 1,141,000 
 
 Proceeds from
 third parties loans 
 
 3,005,100 
 
 - 
 
 Net
 cash provided by financing activities 
 
 5,625,022 
 
 1,141,000 
 
 Net (decrease)
 increase in cash and restricted cash 
 
 ( 15,422,122 
 ) 
 
 793,634 
 
 Cash and restricted cash, beginning
 of period 
 
 17,651,896 
 
 17,736,059 
 
 Effect of
 changes of foreign exchange rate on cash and restricted cash 
 
 3,890 
 
 ( 607,542 
 ) 

 Cash and restricted
 cash, end of period 
 
 $ 
 2,233,664 
 
 $ 
 17,922,151 
 
 Representing: 
 
 Cash, end of period 
 
 $ 
 136,439 
 
 $ 
 14,873,924 
 
 Restricted cash, end of period 
 
 $ 
 2,097,225 
 
 3,048,227 
 
 Total cash and
 restricted cash, end of period 
 
 $ 
 2,233,664 
 
 $ 
 17,922,151 
 
 Supplemental information 
 
 Income taxes
 paid 
 
 - 
 
 - 
 
 Interest paid 
 
 - 
 
 - 
 
 The
accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

 4 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Note
1. ORGANIZATION AND NATURE OF BUSINESS 

 The
Company is an integrated logistics solution provider that was founded in 2001. On September 18, 2007, the Company merged into Sino-Global
Shipping America, Ltd., a Virginia corporation. On January 3, 2022, the Company changed its corporate name from Sino-Global Shipping America,
Ltd. to Singularity Future Technology Ltd. to reflect its then expanded operations into the digital assets business. Currently, the Company
primarily focus on providing freight logistics services, which include shipping, and other logistical support to steel companies, through
subsidiary, Trans Pacific Shipping Limited. 

 On
August 6, 2025, the Company dissolved its subsidiary, Brilliant Warehouse Service Inc. 

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

 As
of March 31, 2026, the Company’s subsidiaries included the following: 

 Name 
 
 Background 
 
 Ownership 

 Artificial
 Intelligence Regeneration Technology Co., Ltd (Cayman Islands) 
 　 
 ● 
 A
 Cayman Islands corporation 
 
 100 %
 owned by the Company 

 ● 
 Incorporated
 on November 18, 2024 
 
 ● 
 No
 material operations 
 
 Artificial
 Intelligence Regeneration Technology Co., Ltd (BVI) 
 　 
 ● 
 A
 BVI corporation 
 
 100 %
 owned by the Company 

 ● 
 Incorporated
 on May 21, 2025 
 
 ● 
 No
 material operations 
 
 Sino-Global
 Shipping New York Inc. (“SGS NY”) 
 　 
 ● 
 A
 New York corporation 
 
 100 %
 owned by the Company 

 ● 
 Incorporated
 on May 3, 2013 
 
 ● 
 No
 material operations 
 
 Sino-Global
 Shipping HK Ltd. (“SGS HK”) 
 　 
 ● 
 A
 Hong Kong corporation 
 
 100 %
 owned by the Company 

 ● 
 Incorporated
 on September 22, 2008 
 
 ● 
 No
 material operations 
 
 Trans
 Pacific Shipping Ltd. (“Trans Pacific Beijing”) 
 　 
 ● 
 A
 PRC limited liability company 
 
 100 %
 owned by the Company 

 ● 
 Incorporated
 on November 13, 2007. 
 
 ● 
 No
 material operations 
 
 Trans
 Pacific Logistic Shanghai Ltd. (“Trans Pacific Shanghai”) 
 　 
 ● 
 A
 PRC limited liability company 
 
 90 %
 owned by Trans Pacific Beijing 

 ● 
 Incorporated
 on May 31, 2009 
 
 ● 
 Primarily
 engaged in freight logistics services 
 
 Gorgeous
 Trading Ltd (“Gorgeous Trading”) 
 　 
 ● 
 A
 Texas corporation 
 
 100 %
 owned by SGS NY 

 ● 
 Incorporated
 on July 1, 2021 
 
 ● 
 No
 material operations 
 
 SG
 Shipping & Risk Solution Inc, (“SGSR”) 
 　 
 ● 
 A
 New York corporation 
 
 100 %
 owned by the Company 

 ● 
 Incorporated
 on September 29, 2021 
 
 ● 
 No
 material operations 
 
 Singularity
 (Shenzhen) Technology Ltd. 
 　 
 ● 
 A
 Mainland China corporation 
 
 100 %
 owned by the Company 

 ● 
 Incorporated
 on September 4, 2023 
 
 ● 
 No
 material operations 
 
 5 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Liquidity 

 In
assessing the Company’s liquidity and substantial doubt about its ability to continue as a going concern, the Company monitors
and analyzes cash on-hand and operating expenditure commitments. The Company’s liquidity needs are to meet working capital requirements
and operating expense obligations. To date, the Company financed its operations primarily through cash generated by operating activities,
issuance of common shares and loans from third parties. 

 The
accompanying financial statements do not include any adjustments or classifications that may result from the possible inability of the
Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization
of assets and satisfaction of liabilities in the normal course of business. The Company recorded net losses of approximately $ 5.6 
million and approximately $ 2.4 
million and net cash used in operating activities of approximately $ 21.2 
million and approximately $ 0.3 
million for the nine months ended March 31, 2026 and 2025, respectively. The above matters raise substantial doubt about the Company’s
ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the
outcome of this uncertainty. As of March 31, 2025, the Company had cash balance of approximately $ 0.1 
million. 

 In
evaluating if there is substantial doubt about the ability to continue as a going concern, the Company is trying to alleviate the going
concern risk through (1) equity or debt financing, and (2) reducing cash used in operating activities, to meet our anticipated working
capital requirements for at least the next 12 months. The Company may, however, need additional capital in the future to fund our further
expansion. If the Company determines that its cash requirements exceed the amount of cash and cash equivalents it has on hand at the time,
the Company may seek to issue equity or debt securities or obtain credit facilities. The issuance and sale of additional equity would
result in further dilution to shareholders of the Company. 

 As
a result, the Company prepared the unaudited condensed consolidated financial statements assuming the Company will continue as a going
concern. However, there is no assurance that the measures above can be achieved as planned. The unaudited condensed consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty. 
 
 Note
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

 (a)
Basis of Presentation 
 
 The
accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“US GAAP”) pursuant to the rules and regulations of the Securities and Exchange Commission
(“SEC”). The condensed consolidated financial statements include the accounts of the Company and include the assets, liabilities,
revenues and expenses of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. 
 
 The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial
information and pursuant to the rules and regulations of the SEC for Form 10-Q. Accordingly, certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim financial
statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s
Form 10-K for the year ended June 30, 2025. In the opinion of management, all adjustments (consisting only of normal recurring adjustments)
considered necessary for a fair presentation have been included. 
 
 6 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 (b)
Fair Value of Financial Instruments 
 
 The
Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes
methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: 
 
 Level
 1 — 
 Observable
 inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. 

 Level
 2 — 
 Inputs
 other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical or similar assets
 and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated
 by observable market data. 

 Level
 3 — 
 Unobservable
 inputs that reflect management’s assumptions based on the best available information. 

 The
carrying value of notes receivable, accounts receivable, and advances to suppliers, approximate their fair values because of the short-term
nature of these instruments. 
 
 (c)
Use of Estimates and Assumptions 
 
 The
preparation of the Company’s condensed consolidated financial statements in conformity with US GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are
adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s condensed consolidated
financial statements include revenue recognition, cost of revenues, allowance for credit losses, impairment loss, valuation allowance
for deferred tax assets, and income tax expense. Since the use of estimates is an integral component of the financial reporting process,
actual results could differ from those estimates. 
 
 (d)
Translation of Foreign Currency 
 
 The
accounts of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates
(the “functional currency”). The Company’s functional currency is the U.S. dollar (“USD”) while its
subsidiaries in the PRC, including Trans Pacific Beijing and Trans Pacific Shanghai report their financial positions and results of operations
in Renminbi (“RMB”). The accompanying condensed consolidated financial statements are presented in USD. Foreign currency
transactions are translated into USD using the fixed exchange rates in effect at the time of the transaction. Generally, foreign exchange
gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations. The Company
translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign Currency Matters”. Assets and
liabilities are translated at current exchange rates quoted by the Federal Reserve at the balance sheets’ dates and revenues and
expenses are translated at average exchange rates in effect during the year. The resulting translation adjustments are recorded as other
comprehensive loss and accumulated other comprehensive loss as a separate component of equity of the Company, and also included in non-controlling
interests. 
 
 The
exchange rates in effect as of March 31, 2026 and June 30, 2025 were US$ 1 
for RMB 6.8980 
and RMB 7.1636 ,
respectively. The average exchange rates for the nine months ended March 31, 2026, and 2025 were US$ 1 
for RMB 7.0577 
and RMB 7.2077 ,
respectively. 
 
 (e)
Cash 
 
 Cash
consists of cash on hand and cash in banks which are unrestricted as to withdrawal or use. The Company maintains cash with various financial
institutions mainly in the PRC, the U.S., and Djibouti. As of March 31, 2026 and June 30, 2025, cash balances of $ 130,216 
and $ 62,773 ,
respectively, were maintained at financial institutions in the PRC, of which $ 60,216 
and nil of these balances were not covered by insurance as the deposit insurance
system in China only insured each depositor at one bank for a maximum of approximately $ 70,000 
(RMB 500,000 ).
As of March 31, 2026 and June 30, 2025, cash balances of $ 6,058 
and $ 3,119,012 ,
respectively, were maintained at U.S. financial institutions, of which nil and $ 2,782,355 
of these balances are not covered by insurance, as each U.S. account was insured by the Federal Deposit Insurance Corporation or other
programs subject to $ 250,000 
limitations. As of March 31, 2026 and June 30, 2025, a cash balance of $ 165 
and $ 14,404,155 
was maintained in financial institutions in Djibouti which are uninsured. As of March 31, 2026 and June 30, 2025, amount of deposits the
Company had covered by insurance amounted to $ 136,274 
and $ 461,870 ,
respectively. 
 
 7 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Restricted
Cash 
 
 As
of March 31, 2026 and June 30, 2025, our restricted balance was approximately $ 2.1 
million and approximately $ 3.12 
million, respectively. As of March 31, 2026 and June 30, 2025, the restricted cash of $ 2.1 
million and $ 84,152 
was restricted by legal orders, respectively. As of June 30, 2025, the restricted cash of $ 3.03 
million was related to restriction required by East West Bank to secure a letter of credit that was used to provide a guarantee to New
Energy Tech Limited’s business partner Solarlink Group Inc. (“Solarlink”), a North Las Vegas based advanced 3.6G
photovoltaic solar panel manufacturer and solar power service provider, for Solarlink’s rental obligations for a leased warehouse
in North Las Vegas. On September 25, 2025, the Company entered into a share transfer agreement with a third party and sold its subsidiary,
New Energy Tech Limited, for a consideration of $ 2.7 
million. 
 
 (f)
Receivables and Allowance for Credit Losses 
 
 The
carrying value of notes, accounts and other receivable are reduced by an allowance for credit losses that reflects the Company’s
best estimate of the amounts that will not be collected. The Company makes estimations of the collectability of notes, accounts and other
receivable. Many factors are considered in estimating the general allowance, including reviewing delinquent notes and accounts receivable,
performing a customer credit analysis, and analyzing historical bad debt records and current and future economic trends. Notes, accounts
and other receivable represent historical balances recorded less related cash applications, less allowance for credit losses and any write-offs
of any receivables not previously provided for. 
 
 In
June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326).
The ASU introduced a new credit loss methodology, the current expected credit losses (“CECL”) methodology, which requires
earlier recognition of credit losses while also providing additional disclosure about credit risk. The Company adopted the ASU as of January
1, 2023. 
 
 The
CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for
loans, receivables, contract assets and other financial assets measured at amortized cost at the time the financial asset is originated
or acquired. The CECL is adjusted each period for changes in expected lifetime credit losses. The CECL methodology represents a significant
change from prior U.S. GAAP and replaced the prior multiple existing impairment methods, which generally required that a loss be incurred
before it was recognized. Within the life cycle of a loan or other financial asset, the methodology generally results in the earlier recognition
of the provision for credit losses and the related ACL than prior U.S. GAAP. 
 
 The
CECL methodology’s impact on expected credit losses, among other things, reflects the Company’s view of the current state
of the economy, forecasted macroeconomic conditions. 
 
 Under
the CECL methodology, the allowance for credit losses is model based and utilizes a forward-looking macroeconomic forecast in estimating
expected credit losses. The
model of the allowance for credit losses would be considered the uncertainty of forward-looking scenarios based on the likelihood and
severity of a possible recession as another possible scenario. 
 
 Accounts 
 
 receivable 
 
 balance as of 
 
 March 31, 
 
 Allowance 
 
 2026 
 
 for credit 
 
 Aging group 
 
 (USD) 
 
 CECL Rate 
 
 losses 
 
 <1 year 
 
 $ 
 153,444 
 
 0 
 % 
 
 - 
 
 1-2 years 
 
 - 
 
 5 
 % 
 
 - 
 
 2-3 years 
 
 - 
 
 5 
 % 
 
 - 
 
 >3 years 
 
 - 
 
 5 
 % 
 
 - 
 
 Total 
 
 $ 
 153,444 
 
 - 
 
 8 

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FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Accounts
 receivable
 balance as of
 June 30,
 2025 
 
 Allowance
 for credit 
 
 Aging group 
 
 (USD) 
 
 CECL Rate 
 
 losses 
 
 <1 year 
 
 $ 
 396,744 
 
 0 
 % 
 
 -
 
 1-2 years 
 
 -
 
 5 
 % 
 
 -
 
 2-3 years 
 
 -
 
 5 
 % 
 
 -
 
 >3 years 
 
 -
 
 5 
 % 
 
 -
 
 Total 
 
 $ 
 396,744 
 
 -
 
 (g)
Revenue Recognition 
 
 The
Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration
to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines
whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. 
 
 The
Company uses a five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify
the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including
variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction
price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance
obligation. 
 
 For
the Company’s freight logistic, the Company provides transportation services which include mainly shipping services. The Company
derives transportation revenue from sales contracts with its customers with revenues being recognized upon performance of services. Sales
price to the customer are fixed upon acceptance of the sales contract and there is no separate sales rebate, discount, or other incentive. The
Company’s revenues are recognized at a point in time after all performance obligations were satisfied 
 
 Accordingly,
the Company generally identifies one performance obligation in its contracts, which is a series of distinct services that remain substantially
the same over time and possess the same pattern of transfer. Revenue is recognized over the period in which services are provided under
the terms of the Company’s contractual relationships with its clients. 
 
 The
transaction price is based on the amount specified in the contract with the customer and contains fixed and variable consideration. In
general, the fixed consideration in a contract represents facility and equipment costs incurred to satisfy the performance obligation
and is recognized on a straight-line basis over the term of the contract. The variable consideration is comprised of cost reimbursement
determined based on the costs incurred. Revenue relating to variable pricing is estimated and included in the consideration if it is probable
that a significant revenue reversal will not occur in the future. The estimate of variable consideration is determined by the expected
value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based
on terms specified in the revenue contract and they pay us according to approved payment terms. 
 
 9 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Revenue
for the above services is recognized on a gross basis when the Company controls the services as it has the obligation to (i) provide all
services (ii) bear any inventory risk for warehouse services. In addition, the Company has control to set its selling price to ensure
it would generate profit for the services. 
 
 The
Company’s performance obligation was to deliver products according to contract specifications. The Company recognizes product revenue
at a point in time when the control of products or services are transferred to customers. To distinguish a promise to provide products
from a promise to facilitate the sale from a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators
in ASC 606-10-55-39. The Company considers this guidance in conjunction with the terms in the Company’s arrangements with both
suppliers and customers. 
 
 In
general, revenue was recognized on a gross basis when the Company controls the products as it has the obligation to (i) fulfill the products
delivery and custom clearance (ii) bear any inventory risk as legal owners. In addition, when establishing the selling prices for delivery
of the resale products, the Company has control to set its selling price to ensure it would generate profit for the products delivery
arrangements. If the Company is not responsible for provision of product and does not bear inventory risk, the Company recorded revenue
on a net basis. 
 
 Contract
balances 
 
 The
Company records receivables related to revenue when the Company has an unconditional right to invoice and receive payment. 
 
 Deferred
revenue consists primarily of customer billings made in advance of performance obligations being satisfied and revenue being recognized.
Deferred revenue amounted to $ 46,321 
and nil as of March 31, 2026 and June 30, 2025, respectively. 
 
 The
Company’s disaggregated revenue streams are described as follows: 
 
 For the Three Months
 Ended 
 
 For the Nine Months Ended 
 
 March 31, 
 
 March 31, 
 
 March 31, 
 
 March 31, 
 
 2026 
 
 2025 
 
 2026 
 
 2025 
 
 Freight logistic services 
 
 $ 
 403,684 
 
 $ 
 363,070 
 
 $ 
 859,146 
 
 $ 
 1,339,096 
 
 Disaggregated
information of revenues by geographic locations are as follows: 
 
 For the Three Months
 Ended 
 
 For the Nine Months Ended 
 
 March 31, 
 
 March 31, 
 
 March 31, 
 
 March 31, 
 
 2026 
 
 2025 
 
 2026 
 
 2025 
 
 PRC 
 
 $ 
 403,684 
 
 $ 
 363,070 
 
 $ 
 859,146 
 
 $ 
 1,339,096 
 
 10 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 (h)
Cost of revenues 
 
 Cost
of revenues consist of costs directly attributable to the performance of freight logistic services which are mainly services provided
by third parties. 
 
 (i)
Leases 
 
 The
Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended June 30, 2020, and elected the practical expedients
that do not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for
any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer,
a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the
practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Upon adoption,
the Company recognized right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the
future minimum rental payments of leases, using an incremental borrowing rate of 10.71 %
 based on the duration of lease terms. 
 
 Operating
lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the
present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable,
the Company use its incremental borrowing rate based on the information available at the commencement date in determining the present
value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized
basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. 
 
 Lease
terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,
as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers
the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected
the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve
months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives.
Lease expense is recognized on a straight-line basis over the lease term. 
 
 The
Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews
the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset
from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future
pre-tax cash flows. 
 
 (j)
Taxation 
 
 Because
the Company and its subsidiaries and Sino-China were incorporated in different jurisdictions, they file separate income tax returns. The
Company uses the asset and liability method of accounting for income taxes in accordance with U.S. GAAP. Deferred taxes, if any, are recognized
for the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in
the unaudited condensed consolidated financial statements. A valuation allowance is provided against deferred tax assets if it is more
likely than not that the asset will not be utilized in the future. 
 
 The
Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties,
if any, related to unrecognized tax benefits as income tax expense. The Company had no 
uncertain tax positions as of March 31, 2026. 
 
 Income
tax returns for the years prior to 2019 are no longer subject to examination by U.S. tax authorities. 
 
 11 

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FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 PRC
Enterprise Income Tax 
 
 PRC
enterprise income tax is calculated based on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC
GAAP”) at 25 %.
Sino-China and Trans Pacific Beijing were incorporated in the PRC and are subject to the Enterprise Income Tax Laws of the PRC. 
 
 PRC
Value Added Taxes and Surcharges 
 
 The
Company is subject to value added tax (“VAT”). Revenue from services provided by the Company’s PRC subsidiaries are
subject to VAT at rates ranging from 9 %
to 13 %.
Entities that are VAT general taxpayers are allowed to offset qualified VAT paid to suppliers against their VAT liability. Net VAT liability
is recorded in taxes payable on the consolidated balance sheets. 
 
 In
addition, under the PRC regulations, the Company’s PRC subsidiaries are required to pay city construction tax ( 7 %)
and education surcharges ( 3 %)
based on the net VAT payments. 
 
 (k)
Earnings (loss) per Share 
 
 Basic
earnings (loss) per share is computed by dividing net income (loss) attributable to holders of common stock of the Company by the weighted
average number of shares of common stock of the Company outstanding during the applicable period. Diluted earnings (loss) per share reflect
the potential dilution that could occur if securities or other contracts to issue common stock of the Company were exercised or converted
into common stock of the Company. Common stock equivalents are excluded from the computation of diluted earnings per share if their effects
would be anti-dilutive. 
 
 For
the nine months ended March 31, 2026 and 2025, there was no dilutive effect of potential shares of common stock of the Company because
the Company generated a net loss. 
 
 (l)
Comprehensive Income (Loss) 
 
 The
Company reports comprehensive income (loss) in accordance with the authoritative guidance issued by Financial Accounting Standards Board
(the “FASB”) which establishes standards for reporting comprehensive income (loss) and its component in financial statements.
Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under US GAAP are recorded as an element of stockholders’
equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting
from the Company not using the U.S. dollar as its functional currencies. 
 
 (m)
Segment reporting 
 
 An
operating segment is a component of the Company that engages in business activities from which it may earn revenue and incur expenses
and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief
operating decision maker in order to allocate resources and assess performance of the segment. 
 
 In
accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision-making
Company, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach”
in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s
chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s
reportable segments. The Company’s
CODM has been identified as the chief executive officer (the “CEO”),
who reviews combined results when making decisions about allocating resources and assessing performance of the Company. 
The Company has determined that there is only one 
reportable operating segment, i.e. freight logistics services. For the nine months ended March 31, 2026 and 2025, the Company 
generated all of its revenue in PRC. 
 
 12 

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FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 (n)
Risks and Uncertainties 
 
 The
Company’s business, financial position and results of operations may be influenced by the political, economic, health and legal
environments in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to
special considerations and significant risks not typically associated with companies in North America and Western Europe. These include
risks associated with, among others, the political, economic, health and legal environments and foreign currency exchange. The Company’s
results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental
policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad,
and rates and methods of taxation, among other things. 
 
 (o)
Related parties 
 
 Parties,
which can be a corporation or individuals, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also
considered to be related if they are subject to common control or common significant influence. 
 
 (p)
 Commitments and contingencies 
 
 The
Company follows ASC 440 & ASC 450, subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies
and commitments respectively. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss
to the Company, but which will only be resolved when one or more future events occur or fail to occur. 
 
 The
Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies
related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company
evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief
sought or expected to be sought therein. 
 
 If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can
be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates
that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. 
 
 Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on
the Company’s unaudited condensed consolidated financial position, results of operations or cash flows. However, there is no assurance
that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations
or cash flows. 
 
 (q)
Recent Accounting Pronouncements 
 
 The
Company considers the applicability and impact of all ASUs. Management periodically reviews new accounting standards that are issued. 
 
 In
November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income
Statement Expenses, which requires that public business entities disclose additional information about specific expense categories in
the notes to financial statements at interim and annual reporting periods. This ASU is effective for fiscal years beginning after December 15, 2026,
and interim periods within fiscal years beginning after December 15, 2027. This ASU may be applied either on a prospective or
retrospective basis. We are currently evaluating the impact of this standard on our disclosures. 
 
 13 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 In
January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures
(Subtopic 220-40),which clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning
after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update
2024-03 is permitted. 
 
 In
May 2025, the FASB issued ASU 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers
(Topic 606), Clarifications to Share-Based Consideration Payable to a Customer, which revised the Master Glossary definition of the term
performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting
conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services
from the grantor (including over a specified period of time). The revised definition also incorporates performance targets based on purchases
made by other parties that purchase the grantor’s goods or services from the grantor’s customers. The revised definition
of the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or
services to be used or consumed in the grantor’s own operations. Although it is expected that entities will conclude that fewer
awards contain service conditions, for those that are determined to have service conditions, the amendments in this Update eliminate the
policy election permitting a grantor to account for forfeitures as they occur. Therefore, when measuring share-based consideration payable
to a customer that has a service condition, the grantor is required to estimate the number of forfeitures expected to occur. Separate
policy elections for forfeitures remain available for share-based payment awards with service conditions granted to employees and nonemployees
in exchange for goods or services to be used or consumed in the grantor’s own operations. The amendments in this Update clarify
that share-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to
be a supplier of goods or services to the grantor. Finally, the amendments in this Update clarify that a grantor should not apply the
guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. Therefore,
a grantor is required to assess the probability that an award will vest using only the guidance in Topic 718. Collectively, these changes
improve the decision usefulness of a grantor’s financial statements, improve the operability of the guidance, and reduce diversity
in practice for accounting for share-based consideration payable to a customer. Under the amendments in this Update, revenue recognition
will no longer be delayed when an entity grants awards that are not expected to vest. This is expected to result in estimates of the transaction
price that better reflect the amount of consideration to which an entity expects to be entitled in exchange for transferring promised
goods or services to a customer and, therefore, more decision-useful financial reporting. 
 
 The
amendments in this Update are effective for all entities for annual reporting periods (including interim reporting periods within annual
reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. The amendments in this Update permit
a grantor to apply the new guidance on either a modified retrospective or a retrospective basis. When applying the amendments in this
Update on a modified retrospective basis, a grantor should recognize a cumulative-effect adjustment to the opening balance of retained
earnings (or other appropriate components of 4 equity or net assets in the statement of financial position) as of the beginning of the
period of adoption and should not recast any financial statement information before the period of adoption. A grantor should apply the
amendments as of the date of initial application to all share-based consideration payable to a customer. When applying the amendments
in this Update on a retrospective basis, a grantor should recast comparative periods and recognize a cumulative-effect adjustment to the
opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position)
as of the beginning of the earliest period presented. Additionally, an entity that elects to apply the guidance retrospectively should
use the actual outcome, if known, of a performance condition or service condition as of the beginning of the annual reporting period of
adoption for all prior-period estimates. If actual outcomes are unknown as of the beginning of the annual reporting period of adoption,
an entity should use its estimate of the probability of achieving a service condition or performance condition as of the beginning of
the annual reporting period of adoption for all prior-period estimates. 
 
 14 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 In
September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40)
- Targeted Improvements to the Accounting for Internal-Use Software”, the amendments in this Update remove all references to prescriptive
and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity
is required to start capitalizing software costs when both of the following occur: 1. Management has authorized and committed to funding
the software project. 2. It is probable that the project will be completed and the software will be used to perform the function intended
(referred to as the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold,
an entity is required to consider whether there is significant uncertainty associated with the development activities of the software
(referred to as “significant development uncertainty”). The two factors to consider in determining whether there is significant
development uncertainty are whether: 1. The software being developed has technological innovations or novel, unique, or unproven functions
or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved
through coding and testing. 2. The entity has determined what it needs the software to do (for example, functions or features), including
whether the entity has identified or continues to substantially revise the software’s significant performance requirements. The
amendments in this Update specify that the disclosures in Subtopic 360- 10, Property, Plant, and Equipment—Overall, are required
for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. Additionally,
the amendments clarify that the intangibles disclosures in paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use
software costs. Furthermore, the amendments in this Update supersede the website development costs guidance and incorporate the recognition
requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. 4 within those annual reporting periods.
Early adoption is permitted as of the beginning of an annual reporting period. The amendments in this Update permit an entity to apply
the new guidance using any of the following transition approaches: 1. A prospective transition approach 2. A modified transition approach
that is based on the status of the project and whether software costs were capitalized before the date of adoption 3. A retrospective
transition approach. Under a prospective transition approach, an entity should apply the amendments in this Update to new software costs
incurred as of the beginning of the period of adoption for all projects, including in-process projects. Under a modified transition approach,
an entity should apply the amendments in this Update on a prospective basis to new software costs incurred (for all projects, including
costs incurred for in-process projects), except for in-process projects that, as of the date of adoption, the entity determines do not
meet the capitalization requirements under the amendments but meet the capitalization requirements under current guidance. For those in-process
projects, an entity should derecognize any capitalized costs through a cumulative-effect adjustment to the opening balance of retained
earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the date of adoption.
Under a retrospective transition approach, an entity should recast comparative periods and recognize a cumulative-effect adjustment to
the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position)
as of the beginning of the first period presented. 
 
 In
September 2025, the FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic
606) - Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”,
the amendments in this Update exclude from derivative accounting nonexchange-traded contracts with underlyings that are based on operations
or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a
market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability
of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the
guidance in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and (4) call options and put options
on debt instruments. The amendments in this Update are effective for all entities for annual reporting periods beginning after December
15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. An entity is permitted to
apply the amendments in this Update either (1) prospectively to new contracts entered into on or after the date of adoption or (2) on
a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning
of the annual reporting period of adoption for contracts existing as of the beginning of the annual reporting period of adoption. If an
entity applies the modified retrospective transition method described in the preceding paragraph, upon adoption the entity may elect on
an instrument-by-instrument basis to (1) measure contracts previously accounted for as derivatives that are no longer accounted for as
derivatives in their entirety under the amendments in this Update at fair value with changes in fair value recognized in earnings and
(2) stop applying the fair value option for contracts that contained embedded features that otherwise would have been bifurcated but are
no longer accounted for as derivatives under the amendments in this Update. 
 
 The
amendments in this Update clarify that an entity should apply the guidance in Topic 606, including the guidance on noncash consideration
in paragraphs 606-10-32-21 through 32-24, to a contract with share-based noncash consideration (for example, shares, share options, or
other equity instruments) from a customer for the transfer of goods or services. The guidance in other Topics (including Topic 815 on
derivatives and hedging and Topic 321 on equity securities) does not apply to share-based noncash consideration from a customer for the
transfer of goods or services unless and until the entity’s right to receive or retain the share-based noncash consideration is
unconditional under Topic 606. The amendments in this Update are effective for all entities for annual reporting periods beginning after
December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. An entity is permitted
to apply the amendments in this Update either (1) prospectively to new contracts entered into on or after the date of adoption, including
modified contracts accounted for as separate contracts in accordance with paragraph 606-10-25-12, or (2) on a modified retrospective basis
through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period
of adoption for contracts existing as of the beginning of the annual reporting period of adoption. 
 
 15 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 In
November 2025, the FASB issued ASU 2025-08, “Financial Instruments—Credit Losses (Topic 326) Purchased Loans”, the
amendments in this update expand the population of acquired financial assets subject to the gross-up approach in Topic 326. In accordance
with the amendments in this Update, loans (excluding credit cards) acquired without credit deterioration and deemed “seasoned”
(defined below) are purchased seasoned loans and accounted for using the gross-up approach at acquisition. Specifically, after an entity
determines that a loan is a non-PCD asset based on its assessment of credit deterioration experienced since origination, the entity should
apply the guidance described in the amendments to determine whether the loan is seasoned and, therefore, should be accounted for using
the gross-up approach. All non-PCD loans (excluding credit cards) that are acquired in a business combination are deemed seasoned. Other
non-PCD loans (excluding credit cards) are seasoned if they were purchased at least 90 days after origination and the acquirer was not
involved in the origination of the loans. The amendments in this Update are effective for all entities for annual reporting periods beginning
after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this Update should be
applied prospectively to loans that are acquired on or after the initial application date. Early adoption is permitted in an interim or
annual reporting period in which financial statements have not yet been issued or made available for issuance. If an entity adopts the
amendments in an interim reporting period, it should apply the amendments as of the beginning of that interim reporting period or the
beginning of the annual reporting period that includes that interim reporting period. 
 
 In
November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815) Hedge Accounting Improvements”, Issue 1:
Similar Risk Assessment for Cash Flow Hedges - the amendments in this Update expand the hedged risks permitted to be aggregated in a group
of individual forecasted transactions in a cash flow hedge by changing the requirement to designate a group of individual forecasted transactions
from having a shared risk exposure to having a similar risk exposure. Entities are required to assess risk similarity both at hedge inception
and on an ongoing basis. The amendments also clarify that a group of individual forecasted transactions can be considered to have a similar
risk exposure if the derivative used as the hedging instrument is highly effective against each hedged risk in the group. In addition,
in some cases, entities are permitted to perform an ongoing qualitative assessment of whether a group of individual forecasted transactions
has a similar risk exposure. The amendments in this Update improve GAAP by expanding the hedged risks permitted to be aggregated in a
group of individual forecasted transactions, thereby enabling entities to apply hedge accounting to potentially broader portfolios of
forecasted transactions. Entities that aggregate larger groups of individual forecasted transactions in accordance with the amendments
can achieve hedge accounting in a more efficient, cost-effective manner while reducing the risk of missed forecasts for highly effective
economic hedges. Furthermore, the amendments improve operability and foster consistent application of the similar risk assessment. Therefore,
an entity’s financial statements can provide more relevant information to investors about the entity’s risk management activities
related to cash flow hedges of groups of forecasted transactions. 4 The amendments in this Update improve GAAP because the application
of hedge accounting will not be limited by whether the execution of the nonfinancial purchase or sale transaction is in the spot or forward
market. Relative to current GAAP, which limits designation of nonfinancial components to those that are contractually specified, a model
based on the clearly-and-closely-related criteria permits hedge accounting for eligible components of forecasted spot-market transactions,
forward-market transactions, and subcomponents of explicitly referenced components in an agreement’s pricing formula. Furthermore,
the amendments also may enable entities to reduce missed forecasts for highly effective economic hedges, more closely aligning hedge accounting
with the economics of entities’ risk management activities. The amendments in this Update also clarify that entities may designate
a variable price component in a contract that is accounted for as a derivative as the hedged risk if all other hedge criteria are satisfied.
That clarification improves GAAP because it resolves diversity in practice about whether hedge accounting may be applied in those situations
and allows hedge accounting to be applied to highly effective economic hedges. Issue 4: Net Written Options as Hedging Instruments The
amendments in this Update on the use of net written options as hedging instruments improve GAAP by updating the hedge accounting guidance
to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate. Specifically,
the amendments in this Update eliminate the requirement to apply the net written option test to a compound derivative comprising a swap
and a written option designated as the hedging instrument in a cash flow hedge or a fair value hedge of interest rate risk. Issue 5: Foreign-Currency-Denominated
Debt Instrument as Hedging Instrument and Hedged Item (Dual Hedge) The amendments in this Update eliminate the recognition and presentation
mismatch related to a dual hedge strategy (that is, a hedge for which a foreign currency-denominated debt instrument is both designated
as the hedging instrument in a net investment hedge and designated as the hedged item in a fair value hedge of interest rate risk). The
amendments require that an entity exclude the debt instrument’s fair value hedge basis adjustment from the net 5 investment hedge
effectiveness assessment. As a result, an entity immediately recognizes in earnings the gains and losses from the remeasurement of the
debt instrument’s fair value hedge basis adjustment at the spot exchange rate. Entities are prohibited from applying this guidance
by analogy to other circumstances. The amendments in this Update improve GAAP by enabling entities that utilize dual hedging strategies
to reflect the economic offset of changes attributable to both interest rate risk and foreign exchange risk. For public business entities,
the amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within
those annual reporting periods. For entities other than public business entities, the amendments are effective for annual reporting periods
beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted on any date
on or after the issuance of this Update. Entities should apply the amendments in this Update on a prospective basis for all hedging relationships.
An entity may elect to adopt the amendments in this Update for hedging relationships that exist as of the date of adoption. Upon adoption
of the amendments in this Update, entities are permitted to modify certain critical terms of certain existing hedging relationships without
dedesignating the hedge. 
 
 16 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 In
December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832) Accounting for Government Grants Received by Business
Entities”, The amendments in this Update establish the accounting for a government grant received by a business entity, including
guidance for (1) a grant related to an asset and (2) a grant related to income. A grant related to an asset is a government grant, or
part of a government grant, that is conditioned on the purchase, construction, or acquisition of an asset (for example, a long-lived asset
or inventory). A grant related to income is a government grant, or part of a government grant, other than a grant related to an asset
(for example, a grant that reimburses a business entity for operating expenses). The amendments in this Update require that a government
grant received by a business entity should not be recognized until: 1. It is probable that (a) a business entity will comply with the
conditions attached to the grant and (b) the grant will be received. 2. A business entity meets the recognition guidance for a grant related
to an asset or a grant related to income. 3 The amendments in this Update require that a grant related to an asset be recognized on the
balance sheet as a business entity incurs the related costs for which the grant is intended to compensate, either as: 1. Deferred income
(the deferred income approach) 2. An adjustment to the cost basis in determining the carrying amount of the asset (the cost accumulation
approach). A grant related to income and a grant related to an asset for which the deferred income approach is elected should be recognized
in earnings on a systematic and rational basis over the periods in which a business entity recognizes as expenses the costs for which
the grant is intended to compensate. When a business entity elects the cost accumulation approach for a grant related to an asset, there
is no separate subsequent recognition of the government grant proceeds in earnings. The carrying amount of the asset that reflects the
government grant proceeds would be used to determine depreciation or other subsequent accounting for that asset. The amendments in this
Update require that a business entity present a grant related to income and a grant related to an asset for which the deferred income
approach is elected as part of earnings either (1) separately under a general heading such as other income or (2) deducted from the related
expense. In addition, the amendments in this Update require, consistent with current disclosure requirements, that a business entity provide
disclosures, including the nature of the government grant received, the accounting policies used to account for the grant, and significant
terms and conditions of the grant. 5 Under a modified prospective approach, prior-period results should not be restated and there is no
cumulative-effect adjustment. 2. A modified retrospective approach to both: a. Government grants that are entered into on or after the
beginning of the earliest period presented b. Government grants that are not complete as of the beginning of the earliest period presented.
A government grant is complete when substantially all of the government grant proceeds have been recognized before the beginning of the
earliest period presented. Under a modified retrospective approach, all prior period results should be restated for government grants
that are not complete as of the beginning of the earliest period presented through a cumulative-effect adjustment to the opening balance
of retained earnings as of the beginning of the earliest period presented. 3. A retrospective approach to all government grants through
a cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented. 
 
 In
December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) Narrow-Scope Improvements”, the amendments in
this Update clarify interim disclosure requirements and the applicability of Topic 270. The amendments in this Update result in a comprehensive
list of interim disclosures that are required by GAAP. In developing the list of disclosures required by other Topics, the Board focused
on identifying the interim disclosures that are currently required under GAAP. The objective of the amendments is to provide clarity about
the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in this Update
also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have
a material impact on the entity. The intent of the disclosure principle, which is modeled after a previous SEC disclosure requirement,
is to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods. The amendments
in this Update also clarify the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial
statements in accordance with GAAP. The Board expects that these clarifications will enhance consistency in interim reporting for all
entities. The Board considers the amendments in this Update to be necessary to reflect the development of interim reporting over time.
The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15,
2027, for public business entities and for interim reporting periods within annual reporting 3 periods beginning after December 15, 2028,
for entities other than public business entities. Early adoption is permitted for all entities. The amendments in this Update can be applied
either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. 
 
 In
December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, thirty-three issues are addressed in this Update.
Generally, the amendments in this Update are not intended to result in significant changes for most entities. However, the Board recognizes
that changes to guidance may result in accounting changes for some entities. Therefore, the Board is providing transition guidance for
the amendments. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15,
2026, and interim reporting periods within those annual reporting periods. 12 Early adoption is permitted in both interim and annual reporting
periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this
Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting
period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt
certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in this Update (except
for the amendments to Topic 260, Earnings Per Share, related to Issue 4) using one of the following transition methods: 1. Prospectively
to all transactions recognized on or after the date that the entity first applies the amendments 2. Retrospectively to the beginning of
the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components
of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. An entity
may elect the transition method on an issue-by-issue basis. For example, it may apply certain amendments prospectively while applying
others retrospectively. For the amendments in this Update to Topic 260 (that is, Issue 4), an entity should apply the amendments retrospectively
to each prior reporting period presented in the period of adoption. 
 
 The
Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material
effect on the Company’s consolidated financial position, statements of operations, cash flows, and disclosures. 
 
 17 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Note
3. NOTES RECEIVABLE 

 Notes
receivable related to bank acceptance notes issued by third party companies and backed by financial institutions which can be either encashed
upon maturity, or encashed by discounting, or reassigned to suppliers. As of March 31, 2026 and June 30, 2025, the maturity date of these
notes ranged from May
27, 2026 to September
24, 2026 and from July
23, 2025 to November
27, 2025 , respectively. 
 
 Note
4. ACCOUNTS RECEIVABLE 

 The
Company’s accounts receivable are as follows: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Trade accounts receivable 
 
 $ 
 153,444 
 
 $ 
 396,744 
 
 Note
5. ADVANCES TO SUPPLIERS 

 Advances
to suppliers related to prepayment for various shipping costs for shipments and commodity trading. The
Company’s advances to suppliers are as follows: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Commodity trading (1) 
 
 $ 
 19,203,660 
 
 -
 
 Freight fees 
 
 194,688 
 
 1,084 
 
 Advances to suppliers 
 
 $ 
 19,398,348 
 
 $ 
 1,084 
 
 (1) 
 
 As of March 31, 2026, the Company
 made advance payments of $ 19,203,660 
 (paid in Djiboutian francs of approximately DJF 3.4 
 billion) to third-party suppliers in connection with purchase agreements for agricultural commodities in connection with certain trade
 opportunities that the Company identified. The advances represent prepayments for inventory to be delivered in subsequent periods. Management
 expects delivery of the related goods by October 2026 and is currently evaluating whether to pursue additional opportunities in the commodity
 trading business. Key risks associated with these transactions include but not limited to foreign exchange risk stemming from conversion
 between Djiboutian franc and US dollars, risks related to the political and economic stability of Djibouti, performance risk of the counterparty
 suppliers and the legal enforceability of the executed purchase agreements. These advances are unsecured and non-interest bearing. Management
 has evaluated the recoverability of these advances and determined that no allowance was necessary as of March 31, 2026. 

 Note
6. LOANS FROM THIRD PARTIES 

 The
Company’s loans from third parties are as follows: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Loans from third parties - current 
 
 $ 
 3,005,100 
 
 $ 
 999,940 
 
 Loans from third parties - non-current 
 
 466,321 
 
 466,321 
 
 Total loans from third parties 
 
 $ 
 3,471,421 
 
 $ 
 1,466,261 
 
 As
of March 31, 2026 and June 30, 2025, loans from third parties amounted to approximately $ 3.5 
million and approximately $ 1.5 
million with a weighted average annual interest rate of 12 %
and 12 %,
and a weighted average maturity of 0.6 
and 1 year, respectively. 

 For
the nine months ended March 31, 2026 and 2025, interest expenses were $ 215,761 
and nil , respectively. 
 
 18 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Note
7. LEASES 

 The
Company leases its office in Shanghai City from a third party for its operations. 

 As
of March 31, 2026 and June 30, 2025, the remaining lease term was 0.8 
and 1.5 
years, respectively. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to
the Company from its lessors. Instead, the Company estimates its incremental borrowing rate based on actual incremental borrowing interest
rates from financial institutions in order to discount lease payments to present value. The discount rate of the Company’s operating
leases was 10.74 %
and 10.74 %
per annum, as of March 31, 2026 and June 30, 2025, respectively. 

 Supplemental
balance sheet information related to operating leases was as follows: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Right-of-use asset 
 
 $ 
 45,565 
 
 $ 
 84,370 
 
 Lease liability, current 
 
 45,565 
 
 53,286 
 
 Lease liability, non-current 
 
 -
 
 31,084 
 
 Total lease liability 
 
 $ 
 45,565 
 
 $ 
 84,370 
 
 As
of March 31, 2026, maturities of lease liability were as follows: 

 As of 
 
 March 31, 
 
 Twelve months ended June 30, 
 
 2026 
 
 For the remaining fiscal year of 2026 
 
 $ 
 15,876 
 
 Fiscal year 2027 
 
 31,753 
 
 Total future minimum lease payments 
 
 47,629 
 
 Less: Imputed interest 
 
 ( 2,064 
 ) 

 Total lease liability 
 
 $ 
 45,565 
 
 Note
8. JUDGMENT DEBT PAYABLE 

 Judgment
debt payable mainly relates 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 $ 488,585 ,
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. By October 20, 2025, the Company had completed the $ 300,000 
settlement payment, and issued 90,000 
shares to Zhikang Huang. 

 On
December 12, 2025, the Company and Jing Shan reached an agreement to resolve and settle all claims, controversies, and disputes that the
Company agrees to pay Ms. Shan $ 150,000 .
There is no further development as of the date of this report. 
 
 19 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Note
9. CLASS ACTION SETTLEMENT 

 On
December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired the publicly traded common
stock of the Company between February 2021 and November 2022, brought a putative class action, Crivellaro v. Singularity Future Technology
Ltd., 22-cv-7499-BMC , against the Company and a dozen related person and entities in the United States District Court for the Eastern
District of New York (the “Court”). Plaintiffs alleged violations of the U.S. federal securities laws by the Company. Plaintiffs
seek damages, plus interest, costs, fees, and attorneys’ fees. The Company filed a motion to dismiss on November 20, 2023. 

 On
December 17, 2024, the Court issued an order that partially denied the motions to dismiss filed by the Company and its former chief executive
officer, Yang Jie, arising from various statements made by Yang Jie about two allegedly fraudulent transactions. The rest of the motions
are granted. On January 2, 2025, the Company filed an answer to the Second Amended Class Action complaint. 

 On
May 29, 2025, the Company and the lead plaintiffs in the class action executed a binding term sheet (the “Settlement Term Sheet”)
setting forth the material terms of their proposed settlement on a class wide basis. On July 13, 2025, the parties executed a Stipulation
and Agreement of Settlement (“Settlement Agreement”). Pursuant to the Settlement Agreement, in exchange for the Settlement
payment and subject to final approval by the Court, all plaintiffs in the Class Action will release the Company and the other defendants
on all claims. The Settlement Payment include cash payment of $ 3,000,000 
and 6,500,000 
freely tradable shares of the Company’s Common Stock (the “Settlement Shares”), which shall be issued pursuant to
Section 3(a)(10) of the Securities Act of 1933, subject to the Court’s approval of the Settlement. In the event of a reverse stock
split prior to the effectiveness of the Settlement, the number of Settlement Shares and/or the put option purchase price (described below)
shall be reformulated so that the value of the Settlement Shares/put option shall not be less than $ 5,850,000 
as of the effectiveness of the Settlement. The settlement class has the right to sell all or a portion of the unsold Settlement Shares
back to the Company at $ 0.85 
per share if the 10 -trading day
average closing price immediately prior to the exercise of the put option falls below $ 0.85 
before the class lead counsel sells the Settlement Shares. The Company agreed to maintain a cash balance $ 3,250,000 
in a dedicated escrow account to mitigate the risk that it is unable to satisfy the put option. 

 On
October 9, 2025, the Company has wired $ 2,000,000 ,
which are loans from unrelated parties, as part of the settlement cash payment to the Escrow Account set forth in the Settlement Agreement
in the class action lawsuit. 

 On
March 9, 2026, the Court held a fairness hearing regarding the Class Action settlement (“Fairness Hearing”). During the
Fairness Hearing, the Court denied Lead Plaintiffs’ Motion for Final Approval of Class Action Settlement without prejudice, denied
as moot the following (1) Lead Plaintiffs’ Motion for Attorney Fees, Litigation Expenses, and Service Awards; (2) Lead Plaintiffs
Motion for Approval of Amended and Restated Settlement Fund Escrow Agreement; and (3) Singularity’s Motion for Approval of issuance
of Shares pursuant to 15 U.S.C. § 77c(a)(10) (D.E. 158), and held that the temporary restraining order remains in place. . The Settlement
Agreement therefore was terminated. Pursuant to ASC 450-20-25-2, the Company reassessed the Class Action Settlement and determined that
the Class Action Settlement liability should be $ 4 
million (i.e. $ 6 
million less $ 2 
million in the Escrow Account) as of March 31, 2026. 
 
 Note
10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES 

 The
Company’s accrued expenses and other current liabilities are as follows: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2025 
 
 2025 
 
 Salary and reimbursement payable 
 
 $ 
 655,868 
 
 $ 
 217,586 
 
 Accrued expenses 
 
 299,301 
 
 111,219 
 
 Interest payable 
 
 239,617 
 
 109,328 
 
 Professional fees and other expense payable 
 
 107,309 
 
 818,836 
 
 Total 
 
 $ 
 1,302,095 
 
 $ 
 1,256,969 
 
 20 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Note
11. EQUITY 

 Share
issuances: 

 2021
warrants 

 On
February 6, 2021, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company sold to
the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 1,998,500 
shares of the common stock of the Company, no par value per share, at a purchase price of $ 6.805 
per share. Net proceeds to the Company from the sale of the shares and the warrants, after deducting estimated offering expenses and placement
agent fees, were approximately $ 12.4 
million. The Company also sold to the investors warrants to purchase up to an aggregate of 1,998,500 
shares of common stock at an exercise price of $ 6.805 
per share. The warrants are exercisable upon issuance and expire five and a half ( 5.5 )
years from the date of issuance. The exercise price and the number of shares of common stock issuable upon exercise of the warrants are
subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities
offerings at lower prices. 

 On
February 9, 2021, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company sold to
the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 3,655,000 
shares of the common stock of the Company, no par value per share, at a purchase price of $ 7.80 
per share. Net proceeds to the Company from the sale of the shares and the warrants, after deducting estimated offering expenses and placement
agent fees, were approximately $ 26.1 
million. The Company also sold to the investors warrants to purchase up to an aggregate of 3,655,000 
shares of common stock at an exercise price of $ 7.80 
per share. The warrants are exercisable upon issuance and expire five and a half ( 5.5 )
years from the date of issuance. The exercise price and the number of shares of common stock issuable upon exercise of the warrants are
subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities
offerings at lower prices. 

 On
December 14, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with non-U.S. investors
and accredited investors pursuant to which the Company sold to the investors, and the investors agreed to purchase from the Company, an
aggregate of 3,228,807 
shares of common stock, no par value, and warrants to purchase 4,843,210 
shares. The purchase price for each share of common stock and one and a half warrants was $ 3.26 ,
and the exercise price per warrant is $ 4.00 .
The Company received net proceed of $ 10,525,819 
and issued 3,228,807 
shares and 4,843,210 
warrants. In connection with the issuance, the Company issued 500,000 
shares to a consultant in assisting the Company in finding potential investors. The warrants will be exercisable at any time during the
Exercise Window. The “Exercise Window” means 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 but not thereafter; 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. 

 The
Company’s outstanding warrants are classified as equity since they qualify for exception from derivative accounting as they are
considered to be indexed to the Company’s own stock and require net share settlement. The fair value of the warrants was recorded
as additional paid-in capital from common stock. 

 On November 15, 2023, the Company entered into
a subscription agreement with ten individual investors, under which the Company agreed to sell an aggregate of 1,700,000 
shares of its Common Stock and 1,700,000 
warrants, with each warrant initially exercisable to purchase one 
share of Common Stock at an exercise price of $ 6.07 
per share, at an aggregate price of $ 9,860,000 
in a private placement. On December 13, 2023, the Company issued an aggregate of 1,700,000 
shares of its common stock to the investors. The Company received $ 9,860,000 
but subsequently returned the funds to the investors because the 1,700,000 
warrants, issuable as part of the transaction, could not be issued timely due to certain outstanding warrant terms. The investors returned
the funds to the Company on January 4, 2024 after the warrant terms were finalized. On January 26, 2024, the Company entered into an amendment
to the subscription agreement which provides, among other things, that Nasdaq’s authorization must be obtained for the issuance
of the securities under the subscription agreement and the Company stockholders’ approval shall be obtained before the 1,700,000 
warrants are issued to the investors. Nasdaq has authorized the issuance of the Common Stock and the conditional issuance of the warrants.
The Company obtained stockholders’ approval for issuance of the warrants on November 7, 2025 and has thereafter issued the warrants.
 
 21 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Following
is a summary of the status of warrants outstanding and exercisable as of March 31, 2026 

 Weighted 
 
 Average 
 
 Exercise 
 
 Warrants 
 
 Price 
 
 Warrants outstanding, as of June 30, 2025 
 
 1,208,749 
 
 $ 
 44.05 
 
 Issued 
 
 -
 
 -
 
 Exercised 
 
 -
 
 -
 
 Expired 
 
 ( 561,478 
 ) 
 
 $ 
 48.98 
 
 Warrants outstanding, as of March 31, 2026 
 
 647,271 
 
 $ 
 48.84 
 
 Warrants exercisable, as of March 31, 2026 
 
 647,271 
 
 $ 
 48.84 
 
 Weighted 
 
 Average 

 Average 
 
 Remaining 

 Warrants 
 
 Exercise 
 
 Contractual 

 Exercisable 
 
 Price 
 
 Life 

 2021 warrants - 1,049,671 
 
 647,271 
 
 $ 
 48.84 
 
 0.47 
 years 

 On
October 15, 2025, the Company entered into a securities purchase agreement (the “SPA”) with certain investors, under which
the Company agrees to sell to the investors an aggregate of 3,000,000 
shares of the Company’s common stock, without par value (the “Common Stock”) at a price of $ 0.70 
per share, in a private placement to certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933,
as amended (the “Regulation S”), for an aggregate purchase price of approximately $ 2.1 
million (the “Offering”). 

 The
parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers
are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (d) the absence
of any undisclosed material adverse effects, and (e) the absence of legal proceedings that affect the completion of the transaction contemplated
by the Securities Purchase Agreement, except as disclosed in the Company’s filings with the SEC. 

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

 On
August 23, 2025, a settlement agreement was signed between the Company and Zhikang Huang to fully settled 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. By October 20, 2025, the Company has completed the full payment of cash and 90,000 
shares to Zhikang Huang. 
 
 22 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Note
12. NON-CONTROLLING INTEREST 

 The
Company’s non-controlling interest consists of the following: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Trans Pacific Shanghai 
 
 $ 
 ( 1,076,781 
 ) 
 
 $ 
 ( 1,014,754 
 ) 

 Brilliant
 Warehouse 
 
 - 
 
 ( 1,001,965 
 ) 

 Total 
 
 $ 
 ( 1,076,781 
 ) 
 
 $ 
 ( 2,016,719 
 ) 

 Note
13. COMMITMENTS AND CONTINGENCIES 

 Contingencies 

 Crivellaro
v. Singularity Future Technology Ltd. 

 As previously disclosed, on December 17, 2024,
the United States District Court for the Eastern District of New York (the “Court”)issued an order that partially denied
the motions to dismiss filed by the Company and its former chief executive officer, Yang Jie, arising from various statements made by
Yang Jie about two allegedly fraudulent transactions. The rest of the motions are granted. On January 2, 2025, the Company filed an answer
to the Second Amended Class Action complaint. On July 13, 2025, the parties executed a Stipulation and Agreement of Settlement (“Settlement
Agreement”). Pursuant to the Settlement Agreement, in exchange for the Settlement payment and subject to final approval by the
Court, all plaintiffs in the Class Action will release the Company and the other defendants on all claims. The Settlement Payment include
cash payment of $ 3,000,000 
and 6,500,000 
freely tradable shares of the Company’s Common Stock (the “Settlement Shares”), which shall be issued pursuant to
Section 3(a)(10) of the Securities Act of 1933, subject to the Court’s approval of the Settlement. In the event of a reverse stock
split prior to the effectiveness of the Settlement, the number of Settlement Shares and/or the put option purchase price (described below)
shall be reformulated so that the value of the Settlement Shares/put option shall not be less than $ 5,850,000 
as of the effectiveness of the Settlement. The settlement class has the right to sell all or a portion of the unsold Settlement Shares
back to the Company at $ 0.85 
per share if the 10 -trading day
average closing price immediately prior to the exercise of the put option falls below $ 0.85 
before the class lead counsel sells the Settlement Shares. The Company agreed to maintain a cash balance $ 3,250,000 
in a dedicated escrow account to mitigate the risk that it is unable to satisfy the put option.

 On
September 22, 2025, the Court imposed a temporary restraining order on the Company, pursuant to which the Company and the Ms. Jia Yang,
CEO of the Company, (i) were mandated to transfer $ 6,250,000 
amount, plus interest, from the Company’s Silk Road International Bank S.A. (“Silkroad”) 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. 

 The Company has requested that Silkroad transfer
a total of $ 6.3 
million to the Company’s Bank of America account. The Company has also requested clarification from Silkroad regarding the initial
$ 3,000,000 
transfer that it instructed Silkroad to remit to the Company’s Bank of America account in August 2025. However, after the Central
Bank in Djibouti notified Silkroad that it did not have sufficient foreign exchange quota available, the initial $ 3,000,000 
transfer and the subsequent $ 3,300,000 
transfer have not been reinstated, and Silkroad has remained unable to execute these remittances. 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
and continues to keep the Court updated as to the status of the Bank of America account. In addition, the Company is continuing its efforts
to negotiate with potential individual investors regarding making an investment in the Company to help with satisfying the Company’s
settlement obligations.

 On
October 31, 2025, Lead Plaintiff filed a Motion for Final Approval of Class Action Settlement. A Fairness Hearing was initially set by
the Court for December 7, 2025. However, the Fairness Hearing has been adjourned to March 9, 2026. On January 20, 2026, the Company filed
a letter motion for a pre-motion conference with the Court regarding its unopposed motion for approval of issuance of shares pursuant
to 15 U.S.C. § 77c(a)(10) in connection with the Settlement Agreement. 
 
 23 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 On
October 9, 2025, the Company wired $ 2,000,000 ,
which are loans from unrelated parties, as part of the settlement cash payment to the Escrow Account set forth in the Settlement Agreement
in the class action lawsuit. 

 On March 9, 2026, the Court held a fairness hearing
regarding the Class Action settlement (“Fairness Hearing”). During the Fairness Hearing, the Court denied Lead Plaintiffs’
Motion for Final Approval of Class Action Settlement without prejudice, denied as moot the following (1) Lead Plaintiffs’ Motion
for Attorney Fees, Litigation Expenses, and Service Awards; (2) Lead Plaintiffs Motion for Approval of Amended and Restated Settlement
Fund Escrow Agreement; and (3) Singularity’s Motion for Approval of issuance of Shares pursuant to 15 U.S.C. § 77c(a)(10)
(D.E. 158), and held that the temporary restraining order remains in place. The Court also directed the parties to advise the Court by
April 8, 2026, in a joint letter, how they intended to proceed in light of the Court’s ruling, including (1) moving forward with
trial; (2) renewing the Motion for Final Approval of the Class Action Settlement once Singularity has completed payment; or (3) amending
the settlement. The Settlement Agreement was therefore terminated. Pursuant to ASC 450-20-25-2, the Company reassessed that the Class
Action Settlement and determined that the Class Action Settlement liability should be $ 4 
million (i.e. $ 6 
million less $ 2 
million in the Escrow Account) as of March 31, 2026.

 Huang
v. Singularity 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 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 $ 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. 

 The
Company has completed the $ 300,000 
settlement payment and issued 90,000 
shares of the Company’s common stock to Zhikang Huang by October 20, 2025. However, on June 15, 2025, Zhikang Huang filed a petition
against the Company and certain Company individuals seeking payment of the Virginia judgment and attorney’s fees. After the Company
completed the $ 300,000 
settlement payment, but before the transfer of the Company’s common stock was due, Zhikang Huang’s counsel caused the Westchester Court
to enter an order against the Company and certain Company individuals to enforce the payment of the Virginia judgment and attorney’s
fees, on September 25, 2025. On October 10, 2025, the Company filed a motion to vacate the September 25, 2025, order and to impose sanctions.
On October 13, 2025, upon learning funds were transferred from the Company secretary’s account in the amount of the award for attorney’s
fees, the Company filed a proposed Order to Show Cause seeking among other things, staying further enforcement of the Virginia judgment.
On October 15, 2025, the Court entered the Order to Show Cause and provided that pending the resolution of the Order to Show Cause, all
further collection proceedings in the action are stayed. A hearing the Company’s motion to vacate and Order to Show Cause are currently
set to be heard on February 18, 2026, but adjourned to March 25, 2026. At the March 25, 2026 hearing the Westchester Court stated that
when the Company provides proof that the 90,000 
shares have been deposited into Zhikang Huang’s brokerage account (as set forth in the settlement agreement) at the close of the
six (6) month Rule 144 period, the Westchester Court was inclined to grant the Company’s motions. However, the Westchester Court
stated that it will allow Zhikang Huang’s counsel to refile a motion for attorneys’ fees that are solely based on attorneys’
fees relating to bringing the special proceeding. The Westchester Court conducted a settlement conference regarding the attorney’s
fees issue. However, the matter was not resolved on that date and remains pending. The Company is currently working with its transfer
agent and Zhikang Huang’s counsel to remove the restrictive legend on the 90,000 
shares and transfer them to the brokerage account(s) designated by Zikang Huang. 

 Except as set forth above, there has been no other
material development in the legal proceedings that the Company is a party. For a discussion of all of our legal proceedings, see the information
in Part I, “Item 1. Business - Recent Developments” in our Annual Report on Form 10-K for the fiscal year ended June 30,
2025.

 Civil
Monetary Penalty 

 In
March 2023, as a result of the incorrect accounting treatment of approximately $ 4.6 
million of related party loan receivable in the fiscal year ended June 30, 2021 and the incorrect recognition of revenue from freight
shipping services in the amount of $ 980,200 
for the three months ended September 30, 2021 and the six months ended December 31, 2021, the Company filed an amendment to (1) the 2021
Form 10-K and (2) each of the 2021 Form 10-Qs. 

 On
June 17, 2024, the Company received a subpoena issued by the Securities and Exchange Commission, requesting the production of certain
documents related to the investigation by the SEC regarding the Restatements. On January 17, 2025, after cooperating with the SEC’s
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 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. 
 
 24 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Note
14. INCOME TAXES 

 On
March 27, 2020, the CARES Act was enacted and signed into law and includes, among other things, refundable payroll tax credits, deferment
of employer side social security payments, net operating loss carryback periods and alternative minimum tax credit refunds. The Company
does not at present expect the provisions of the CARES Act to have a material impact on its tax provision given the amount of net operating
losses currently available. 

 The
Company’s income tax expenses for three and nine months ended March 31, 2026 and 2025 are as follows: 

 For the Three Months Ended 
 
 For the Nine Months Ended 
 
 March 31, 
 
 March 31, 
 
 March 31, 
 
 March 31, 
 
 2026 
 
 2025 
 
 2026 
 
 2025 
 
 Current 
 
 U.S. 
 
 -
 
 -
 
 -
 
 -
 
 PRC 
 
 -
 
 -
 
 -
 
 -
 
 Total income tax expenses 
 
 -
 
 -
 
 -
 
 -
 
 The
Company’s deferred tax assets are comprised of the following: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Allowance for credit losses 
 
 U.S. 
 
 -
 
 -
 
 PRC 
 
 383,000 
 
 368,000 
 
 Net operating loss 
 
 U.S. 
 
 24,491,000 
 
 22,932,000 
 
 PRC 
 
 291,000 
 
 222,000 
 
 Total deferred tax assets 
 
 25,165,000 
 
 23,522,000 
 
 Valuation allowance 
 
 ( 25,165,000 
 ) 
 
 ( 23,522,000 
 ) 

 Deferred tax assets, net - long-term 
 
 -
 
 -
 
 As
of March 31, 2026 and June 30, 2025, the Company incurred a cumulative U.S. federal net operating loss (“NOL”) of approximately
$ 116.6 
million and $ 109.5 
million, which may be available for reducing future taxable income. 

 As
of March 31, 2026 and June 30, 2025, the Company’s operations in China incurred a cumulative NOL of approximately $ 1.2 
million and approximately $ 0.9 
million, which may be available for reducing future taxable income. 

 The
Company periodically evaluates the likelihood of the realization of deferred tax assets (“DTA”) and reduces the carrying
amount of the deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. Management considers
new evidence, both positive and negative, that could affect the Company’s future realization of deferred tax assets including its
recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and
other relevant factors. The Company determined that it is more likely than not that its deferred tax assets could not be realized due
to uncertainty on future earnings as a result of the company’s reorganization and venture into new businesses. The Company provided
a 100 %
allowance for its DTA as of March 31, 2026. 
 
 25 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 The
Company’s taxes payable consists of the following: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Corporate income tax payable 
 
 $ 
 2,231,366 
 
 $ 
 2,151,691 
 
 VAT tax payable 
 
 1,087,194 
 
 1,046,456 
 
 Taxes payable 
 
 53,932 
 
 52,326 
 
 Total 
 
 $ 
 3,372,492 
 
 $ 
 3,250,473 
 
 The
corporate income tax payable amount changed was as a result of changes in exchange rates. 
 
 Note 15.
CONCENTRATIONS 

 Major
Customers 

 For
the three months and nine months ended March 31, 2026, one customer accounted for 100 %
of the Company’s revenues, respectively. 

 For
the three months ended March 31, 2025, one customer accounted for 82.8 %
of the Company’s revenues. For the nine months ended March 31, 2025, one customer accounted for 92.4 %
of the Company’s revenues. 

 As
of March 31, 2026, one customer accounted for 100 %
of the Company’s accounts receivable. As of June 30, 2025, one customer accounted for 100 %
of the Company’s accounts receivable. 

 Major
Suppliers 

 For
the three months ended March 31, 2026, four suppliers accounted for approximately 30.6 %,
 26.5 %,
 17.1 %,
and 15.8 %
of the cost of revenues. For the nine months ended March 31, 2026, six suppliers accounted for approximately 19.2 %,
 17.8 %,
 11.9 %,
 11.3 %,
 10.9 %,
and 10.7 %
of the cost of revenues. 

 For
the three months ended March 31, 2025, three suppliers accounted for approximately 46.34 %,
 13.63 %
and 13.21 %
of the cost of revenues. For the nine months ended March 31, 2025, three suppliers accounted for approximately 41.1 %,
 16.1 %
and 14.3 %
of the cost of revenues. 

 As
of March 31, 2026, two suppliers accounted for approximately 82.0 %,
and 17.6 %
of the Company’s accounts payable. As of June 30, 2025, two suppliers accounted for 45.5 %
and 14.8 %
of the Company’s accounts payable. 
 
 Note
16. RELATED PARTY BALANCES AND TRANSACTIONS 

 Set
forth below are balances and transactions with related parties for the three months ended, for the nine months ended, and as of March
31, 2026, and as of June 30, 2025. 

 Due
from related party, net 

 As
of March 31, 2026 and June 30, 2025, the outstanding amounts due from related parties consist of the following: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Shanghai Baoyin Industrial Co., Ltd (1) 
 
 $ 
 1,126,561 
 
 $ 
 1,084,793 
 
 Zhejiang Jinbang Fuel Energy Co., Ltd (2) 
 
 403,454 
 
 388,496 
 
 Less: impairment for credit losses 
 
 ( 1,530,015 
 ) 
 
 ( 1,473,289 
 ) 

 Total 
 
 -
 
 -
 
 26 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 Movements
of allowance for credit losses were as follows: 

 As of 
 
 As of 
 
 March 31, 
 
 June 30, 
 
 2026 
 
 2025 
 
 Beginning balance 
 
 $ 
 1,473,289 
 
 $ 
 2,122,376 
 
 Less: Write-off 
 
 -
 
 ( 675,063 
 ) 

 Exchange rate effect 
 
 56,726 
 
 25,976 
 
 Ending balance 
 
 $ 
 1,530,015 
 
 $ 
 1,473,289 
 
 (1) 
 
 As of March 31, 2026 and June
 30, 2025, the Company advanced $ 1,126,241 
 and $ 1,084,793 
 to Shanghai Baoyin Industrial Co., Ltd. (“Shanghai Baoyin”) which is 30 %
 owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd. The advance is non-interest bearing. The
 Company provided full credit losses for the balance of the receivable. The amount due from Shanghai Baoyin changed was as a result of
 changes in exchange rates. 

 (2) 
 
 As of March 31, 2026 and June
 30, 2025, the Company advanced $ 403,454 
 and $ 388,496 to
 Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30 %
 owned by Mr. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai. The advance is non-interest bearing. The Company provided
 full credit losses for the balance of the receivable. The amount due from Zhejiang Jinbang changed was as a result of changes in exchange
 rates. 

 Due
to related parties 

 As
of March 31 , 2026 and June 30, 2025, the Company
owed $ 27,389 
and $ 26,373 
to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, respectively. These payments were made on behalf of the Company
for the daily business operational activities. The amount due to Qinggang Wang changed was as a result of changes in exchange rates. 

 As
of March 31 , 2026 and June 30, 2025, the Company
owed $ 1,048,986 
and $ 497,858 
Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30 %
owned by Mr. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai. These payments were made on behalf of the Company
for the daily business operational activities. 

 The
balance of due to related parties was interest-free, unsecured, and due upon demand. 
 
 Note
17. Disposition of subsidiaries 

 On
August 6, 2025, the Company dissolved its subsidiary, Brilliant Warehouse Service Inc. 

 On
September 25, 2025, the Company entered into a share transfer agreement with a third party and disposed its subsidiary, New Energy Tech
Limited, for a consideration of $ 2.7 
million. 
 
 27 

 SINGULARITY
FUTURE TECHNOLOGY LTD. AND SUBSIDIARIES 

 Notes
to the Unaudited Condensed Consolidated Financial Statements 

 For
the Nine Months Ended March 31, 2026 

 The
following is a reconciliation of the carrying amounts of major classes of assets and liabilities in the consolidated balance sheets as
of the date of disposition of subsidiaries: 

 As of 
 
 date of 
 
 disposition 
 
 Carrying amount of major classes of assets 
 
 Cash 
 
 754 
 
 Restricted cash 
 
 2,590,915 
 
 Prepaid expenses 
 
 426,492 
 
 Total assets of disposed entity 
 
 $ 
 3,018,161 
 
 Carrying amount of major classes of liabilities 
 
 Loans from third parties 
 
 999,940 
 
 Due to intercompany 
 
 4,287,542 
 
 Accrued expenses and other current liabilities 
 
 478,038 
 
 Total liabilities of disposed entity 
 
 $ 
 5,765,520 
 
 Net liabilities disposed of 
 
 $ 
 ( 2,747,359 
 ) 

 Cash outflow arising from disposal: 
 
 Net liabilities disposed of (as above) 
 
 $ 
 ( 2,747,359 
 ) 

 Less: Consideration 
 
 ( 2,700,000 
 ) 

 Gain from disposal of subsidiaries 
 
 $ 
 47,359 
 
 Cash proceeds on disposal 
 
 $ 
 2,700,000 
 
 Less: Cash and bank balances in subsidiary disposed of 
 
 ( 2,591,669 
 ) 

 Net cash inflow on disposal 
 
 $ 
 108,331 
 
 The
following is a reconciliation of the amounts of major classes of operations of disposed entities in the condensed consolidated statements
of income (loss) and comprehensive income (loss) for the period from July 1, 2025 to the date of disposition. 

 From July 1, 2025 
 
 to the date of 
 
 disposition 
 
 Operating expenses 
 
 30,588 
 
 Net loss 
 
 $ 
 30,588 
 
 Note
18. SUBSEQUENT EVENTS 

 The
Company has evaluated subsequent events through May 14, 2026, the date the financial statements were issued and filed with the U.S. Securities
and Exchange Commission. Except for the developments in legal proceedings disclosed above in Note 13 and additional loan of $ 150,000 
obtained from a third party, no additional events occurred subsequent to March 31, 2026 that would require adjustment or disclosure. 

 1. 
 On
 April 8, 2026, the Company received a one-year loan of $ 150,000 
 from a third party with 12 %
 interest per annum. 

 28 

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

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

 Overview 

 The Company is an integrated
logistics solution provider that was founded in 2001. On September 18, 2007, the Company merged into Sino-Global Shipping America, Ltd.,
a Virginia corporation. On January 3, 2022, the Company changed its corporate name from Sino-Global Shipping America, Ltd. to Singularity
Future Technology Ltd. to reflect its then expanded operations into the digital assets business. Currently, the Company primarily focus
on providing freight logistics services, which include shipping, and other logistical support to steel companies, through subsidiary,
Trans Pacific Shipping Limited.

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

 The Company identified several
trading opportunities to assess the potential expansion of its business into the commodity trading sector. On October 17 and October 24,
2025, the Company entered into purchase agreements with third parties for the acquisition of sesame seeds valued at approximately $4.5
million and $3.75 million, respectively. In addition, on January 5 and January 6, 2026, the Company entered into sale and purchase agreements
with third parties for the acquisition of Indian wheat in bulk and Brazilian soybeans, with contract values of DJF 973,333,487 and DJF
973,361,922, respectively.

 Results
of Operations 

 Comparison
of the Three Months Ended March 31, 2026 and 2025 

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

 For the Three Months Ended March 31, 
 
 Variance 
 
 2026 
 
 2025 
 
 Amount 
 
 % 
 
 Revenues 
 
 $ 
 403,684 
 
 $ 
 363,070 
 
 $ 
 40,614 
 
 11.2 
 % 

 Cost of revenues 
 
 (353,852 
 ) 
 
 (60,307 
 ) 
 
 293,545 
 
 486.8 
 % 

 Gross profit 
 
 49,832 
 
 302,763 
 
 (252,931 
 ) 
 
 (83.5 
 )% 

 Selling expenses 
 
 (49,581 
 ) 
 
 (62,030 
 ) 
 
 (12,449 
 ) 
 
 (20.1 
 )% 

 General and administrative expenses 
 
 (315,725 
 ) 
 
 (1,052,018 
 ) 
 
 (736,293 
 ) 
 
 (70.0 
 )% 

 Allowance for credit losses, net 
 
 - 
 
 (370,479 
 ) 
 
 (370,479 
 ) 
 
 (100.0 
 )% 

 Operating loss 
 
 (315,474 
 ) 
 
 (1,181,764 
 ) 
 
 (866,290 
 ) 
 
 (73.3 
 )% 

 Interest expenses 
 
 (25,839 
 ) 
 
 - 
 
 25,839 
 
 100.0 
 % 

 Class action settlement reversal 
 
 4,850,000 
 
 - 
 
 4,850,000 
 
 100.0 
 % 

 Other (expenses) income, net 
 
 (144 
 ) 
 
 171,068 
 
 (171,212 
 ) 
 
 (100.1 
 )% 

 Net income (loss) before income tax expenses 
 
 4,508,543 
 
 (1,010,696 
 ) 
 
 (5,519,239 
 ) 
 
 (546.1 
 )% 

 Income tax expense 
 
 - 
 
 - 
 
 - 
 
 - 
 
 Net income (loss) 
 
 $ 
 4,508,543 
 
 $ 
 (1,010,696 
 ) 
 
 $ 
 (5,519,239 
 ) 
 
 (546.1 
 )% 

 Revenues
from Freight Logistics Services 

 Freight
logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics
services increased by $40,614, or approximately 11.2%, to approximately $0.40 million for the quarter ended March 31, 2026 from approximately
$0.36 million for the quarter ended March 31, 2025. The increase was mainly caused by shipping revenue improvements from our PRC subsidiaries
as the recovery of economy activities increased the shipment volume and growth momentum. For the quarter ended March 31, 2026, the
Company generated all of its revenue in PRC. 

 29 

 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 increased by approximately $0.29 million,
or 486.8%, to approximately $0.35 million for the quarter ended March 31, 2026 from $60,307 for the same period of last year, which mainly
contributed by the recovery of economy activities and engaged higher priced suppliers. 

 Our
gross profit was 12.3% from our PRC subsidiaries for the quarter ended March 31, 2026 which declined by 71.1% from 83.4% for the quarter
ended March 31, 2025 due to the engagement of higher priced suppliers. 

 Selling
Expenses 

 Our
selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. Our selling
expenses decreased by $12,449, or 20.1%, to $49,581 for the quarter ended March 31, 2026 from $62,030 for the same period of last year.
The increase was mainly attributable in the increase in freight volume which, in turn, increased selling activities and the related selling
expenses. 

 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, and legal services. Our general and administrative expenses
decreased by approximately $0.7 million, or 70.0%, to $0.32 million for the quarter ended March 31, 2026 from $1.05 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. 

 Allowance
for credit losses 

 Allowance
for credit losses amounted to nil and $370,479 for the three months ended March 31, 2026 and 2025, respectively. Allowance for credit
losses for the three months ended March 31, 2025 was mainly due to the allowance for a few uncollectable accounts receivable and prepaid
expenses. 

 Interest
expenses 

 Interest
expenses increased to $25,839, or 100%, to approximately $25,839 for the quarter ended March 31, 2026 from nil for the same period of
last year. As of March 31, 2026, loans from third parties amounted to $3.5 million with a weighted average interest rate of 12% per annum
and a weighted average maturity of 0.6 year. 

 Class
action settlement expenses reversal 

 On
March 9, 2026, the Court denied plaintiffs’ Motion for Final Approval of Class Action Settlement without prejudice. Accordingly,
the Court denied as moot: plaintiffs’ Motion for Attorney Fees, Litigation Expenses, and Service Awards; plaintiffs’ Motion
for Approval of Amended and Restated Settlement Fund Escrow Agreement; and Singularity’s Motion for Approval of Issuance of Shares
pursuant to 15 U.S.C. $ 77c(a)(10). The $8.85 million Settlement Agreement was therefore became null and void. Pursuant to ASC 450-20-25-2,
the Company reassessed that the Class Action Settlement and determined that the Class Action Settlement liability should be $4 million
(i.e. $6 million less $2 million in the Escrow Account) as of March 31, 2026, and accordingly, $4.85 million of class action settlement
expenses were reversed. 

 30 

 Other
(expenses) incomes, net 

 Other
expenses, net, was $144 for the three months ended March 31, 2026, which was mainly related to bank charges. Other income was $171,068
for the same period of 2025 which primarily due to exchange gain of $315,289, offset in part by disposed property and equipment of $132,727. 

 Income
tax expenses 

 Our
income tax expenses amounted to nil and nil for the quarters ended March 31, 2026 and 2025, respectively. 

 Net
Loss 

 As
a result of the foregoing, we had a net income of approximately $4.5 million and a net loss of approximately $1.0 million for the quarters
ended March 31, 2026 and 2025, respectively. 

 Liquidity
and Capital Resources 

 Cash
Flows and Working Capital 

 As
of March 31, 2026, we had $2.2 million in cash (including cash on hand, cash in bank and restricted cash). The majority of our cash is
in banks located in the China 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 Nine Months Ended 
 
 March 31, 
 
 2026 
 
 2025 
 
 Net cash used in operating activities 
 
 $ 
 (21,155,475 
 ) 
 
 $ 
 (347,366 
 ) 

 Net cash provided by investing activities 
 
 108,331 
 
 - 
 
 Net cash provided by financing activities 
 
 5,625,022 
 
 1,141,000 
 
 Effect of changes of foreign exchange rate on cash and restricted cash 
 
 3,890 
 
 (607,542 
 ) 

 Cash and restricted cash, beginning of period 
 
 17,651,896 
 
 17,736,059 
 
 Cash and restricted cash, end of period 
 
 $ 
 2,233,664 
 
 $ 
 17,922,151 
 
 Operating
Activities 

 Our
net cash used in operating activities was approximately $21.2 million for the nine months ended March 31, 2026, which was primarily attributable
to net loss of approximately $10.6 million, payment of approximately $19.4 million to suppliers for commodity trading, as partially offset
by class action settlement of approximately $8.9 million. 

 Our
net used in operating activities was $347,366 for the nine months ended March 31, 2025. The operating cash outflow for the nine months
ended March 31, 2025 was primarily attributable to net loss cash outflow of $2,352,361 and partial offset by accrued expenses and other
current liabilities increased $1,188,209. 

 31 

 Investing
Activities 

 Net
cash provided by investing activities was approximately $0.1 million for the nine months ended March 31, 2026 due to proceeds from disposal
of subsidiaries, net of cash. 

 We
did not have any investing activities for the nine months ended March 31, 2025. 

 Financing
Activities 

 Net
cash provided by financing activities for the nine months ended March 31, 2026 was approximately $5.6 million due to approximately $3.0
million of loans from third parties, approximately $2.1 million proceeds from issuance of common shares, and approximately $0.5 million
advance from a related party. 

 Net
cash provided by financing activities for the nine months ended March 31, 2025 was $1.1 million which was due to proceeds from issuance
of common stock. 

 Critical
Accounting Estimates 

 The
preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s
discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions
and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies” of the Notes to consolidated
financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, describing 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 2025 Form 10-K. 

 Off-Balance
Sheet Arrangements 

 None. 

 Item
3. Quantitative and Qualitative Disclosures about Market Risk 

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item. 

 Item
4. Controls and Procedures 

 Disclosure
Controls and Procedures 

 As
of March 31, 2026, the Company carried out an evaluation, under the supervision of and with the participation of its management, including
the Company’s Chief Executive Officer, of the effectiveness of the design and operation of the Company’s disclosure controls
and procedures. Based on the foregoing evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required
to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the applicable rules and forms due to effective internal controls over financial reporting. 

 Changes
in Internal Control over Financial Reporting 

 N/A. 

 32 

 PART
II. OTHER INFORMATION 

 Item
1. Legal Proceedings 

 Litigations 

 Crivellaro
v. Singularity Future Technology Ltd. 

 As
previously disclosed, on December 17, 2024, the Court issued an order that partially denied the motions to dismiss filed by the Company
and its former chief executive officer, Yang Jie, arising from various statements made by Yang Jie about two allegedly fraudulent transactions.
The rest of the motions are granted. On January 2, 2025, the Company filed an answer to the Second Amended Class Action complaint. On
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. 

 On
September 22, 2025, the Court imposed a temporary restraining order on the Company, pursuant to which the Company and the Ms. Jia Yang,
CEO of the Company, (i) were mandated to transfer $6,250,000 amount, plus interest, from the Company’s Silk Road International
Bank S.A. (“Silkroad”) 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. 

 The
Company has requested that Silkroad transfer a total of $6.3 million to the Company’s Bank of America account. The Company has
also requested clarification from Silkroad regarding the initial $3,000,000 transfer that it instructed Silkroad to remit to the Company’s
Bank of America account in August 2025. However, after the Central Bank in Djibouti notified Silkroad that it did not have sufficient
foreign exchange quota available, the initial $3,000,000 transfer and the subsequent $3,300,000 transfer have not been reinstated, and
Silkroad has remained unable to execute these remittances. On October 9, 2025, the Company 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 and continues to keep the
Court updated as to the status of the Bank of America account. In addition, the Company is continuing its efforts to negotiate with potential
individual investors regarding making an investment in the Company to help with satisfying the Company’s settlement obligations. 

 On
October 31, 2025, Lead Plaintiff filed a Motion for Final Approval of Class Action Settlement. 

 On
March 9, 2026, the Court held a fairness hearing regarding the Class Action settlement (“Fairness Hearing”). During the
Fairness Hearing, the Court denied Lead Plaintiffs’ Motion for Final Approval of Class Action Settlement without prejudice, denied
as moot the following (1) Lead Plaintiffs’ Motion for Attorney Fees, Litigation Expenses, and Service Awards; (2) Lead Plaintiffs
Motion for Approval of Amended and Restated Settlement Fund Escrow Agreement; and (3) Singularity’s Motion for Approval of issuance
of Shares pursuant to 15 U.S.C. § 77c(a)(10) (D.E. 158), and held that the temporary restraining order remains in place. The Court
also directed the parties to advise the Court by April 8, 2026, in a joint letter, how they intended to proceed in light of the Court’s
ruling, including (1) moving forward with trial; (2) renewing the Motion for Final Approval of the Class Action Settlement once Singularity
has completed payment; or (3) amending the settlement. 

 The
parties have continued to seek to resolve this matter and have advised the Court of the same through joint letters submitted on April
8, 24, and May 8, 2026. The parties are due to update the Court on May 15, 2026. 

 Huang
v. Singularity 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 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 $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
(the “Westchester Court”) 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. 

 33 

 The
Company has completed the $300,000 settlement payment and issued 90,000 shares of the Company’s common stock to Zhikang Huang by
October 20, 2025. However, on June 15, 2025, Zhikang Huang filed a petition against the Company and certain Company individuals seeking
payment of the Virginia judgment and attorney’s fees. On September 25, 2025, after the Company completed the $300,000 settlement
payment but before the transfer of the Company’s common stock was due, Zhikang Huang’s counsel caused the Court to enter
an order against the Company and certain Company individuals to enforce the payment of the Virginia judgment and attorney’s fees.
On October 10, 2025, the Company filed a motion to vacate the September 25, 2025, order and to impose sanctions. On October 13, 2025,
upon learning funds were transferred from the Company secretary’s account in the amount of the award for attorney’s fees,
the Company filed a proposed Order to Show Cause seeking among other things, staying further enforcement of the Virginia judgment. On
October 15, 2025, the Westchester Court entered the Order to Show Cause and provided that pending the resolution of the Order to Show
Cause, all further collection proceedings in the action are stayed. A hearing of the Company’s motion to vacate and Order to Show
Cause are currently set to be heard on February 18, 2026, but adjourned to March 25, 2026. At the March 25, 2026 hearing the Westchester
Court stated that when the Company provides proof that the 90,000 shares have been deposited into Zhikang Huang’s brokerage account
(as set forth in the settlement agreement) at the close of the six (6) month Rule 144 period, the Westchester Court was inclined to grant
the Company’s motions. However, the Westchester Court stated that it will allow Zhikang Huang’s counsel to refile a motion
for attorneys’ fees that are solely based on attorneys’ fees relating to bringing the special proceeding. The Westchester
Court conducted a settlement conference regarding the attorney’s fees issue. However, the matter was not resolved on that date
and remains pending. The Company is currently working with its transfer agent and Zhikang Huang’s counsel to remove the restrictive
legend on the 90,000 shares and transfer them to the brokerage account(s) designated by Zhikang Huang. 

 Except
as set forth above, there have been no other material development in the legal proceedings that the Company is a party. For a discussion
of all of our legal proceedings, see the information in Part I, “Item 1. Business - Recent Developments” in our Annual Report
on Form 10-K for the fiscal year ended June 30, 2025. 

 Item
1A. Risk Factors 

 As
of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K
for the fiscal year ended June 30, 2025, as filed with the SEC on October 14, 2025. Any of these factors could result in a significant
or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that
we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose
additional risk factors from time to time in our future filings with the SEC. 

 Item
2. Unregistered Sales of Equity Securities and Use of Proceeds. 

 N/A 

 Item
3. Defaults Upon Senior Securities. 

 None. 

 Item
4. Mine Safety Disclosures 

 Not
applicable. 

 Item
5. Other Information. 

 None . 

 Item
6. Exhibits 

 The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q: 

 Number 
 
 Exhibit 

 31.1* 
 
 Certification
 of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

 31.2* 
 
 Certification
 of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted
 pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 

 32.1* 
 
 Certifications
 of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002. 

 32.2* 
 
 Certifications
 of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
 2002. 

 101.INS* 
 
 Inline
 XBRL Instance Document. 

 101.SCH* 
 
 Inline
 XBRL Taxonomy Extension Schema Document. 

 101.CAL* 
 
 Inline
 XBRL Taxonomy Extension Calculation Linkbase Document. 

 101.DEF* 
 
 Inline
 XBRL Taxonomy Extension Definition Linkbase Document. 

 101.LAB* 
 
 Inline
 XBRL Taxonomy Extension Label Linkbase Document. 

 101.PRE* 
 
 Inline
 XBRL Taxonomy Extension Presentation Linkbase Document. 

 104* 
 
 Cover
 Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 

 * 
 Filed
 herewith. 

 34 

 SIGNATURES 

 In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized. 

 SINGULARITY
 FUTURE TECHNOLOGY, LTD. 

 May
 14, 2026 
 By: 
 /s/
 Jia Yang 

 Jia Yang 

 Chief Executive
 Officer 

 May 14, 2026 
 By: 
 /s/
 Chee Jiong Ng 

 Chee Jiong
 Ng 

 Chief Financial
 Officer 

 35
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
Singularity Future Technology Ltd. 10-Q
