What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-09-29 compared with 2025-10-14 · 193 added, 392 removed, 413 unchanged (59% of the section changed)

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

On September 18, 2007, the Company

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

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

to Singularity Future Technology Ltd.

to reflect its expanded operations into the digital assets business.

Currently, we primarily focus

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

In 2017, we began exploring

new opportunities to expand our business and generate more revenue.

These opportunities ranged from complementary businesses to other

new service and product initiatives.

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

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

subsidiary Brilliant Warehouse Service Inc.

We are currently engaged in

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

in China and Gorgeous Trading Ltd.

and Brilliant Warehouse Service Inc in the United States.

Our range of services include transportation,

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

As a holding company with

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

Republic of China (the “PRC” or “China”) and Hong Kong.

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

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

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

interests solely in Singularity, our Virginia holding company.

Furthermore, shareholders may face difficulties enforcing their legal rights

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

Future Technology Ltd.

(formerly Sino-Global Shipping America, Ltd.) is a global integrated logistics solution provider with a 25+ year

operating history, strategically positioned to serve industrial and commercial clients across North America, Greater China, and key global

trade corridors.

Founded originally in the United States in 2001, the Company completed a corporate reorganization on September 18, 2007,

merging into the Virginia-domiciled public entity Sino-Global Shipping America, Ltd.

On January 3, 2022, the Company formally updated

its corporate name to Singularity Future Technology Ltd.

to reflect its strategic expansion beyond traditional maritime logistics into

new digital asset and technology-enabled service verticals, while retaining and scaling its core freight logistics franchise that remains

the foundation of its ongoing revenue base.

Company’s primary operating focus remains the provision of end-to-end, customized freight logistics services, with deep historical

specialization in supporting the global steel industry, complemented by broad coverage for cross-border trade clients across manufacturing,

retail, and e-commerce sectors.

Trans Pacific Logistic Shanghai Ltd.

and Trans Pacific Shipping Limited, based in China, oversee

all Asia-origin cargo coordination, mainland port agency operations, domestic inland transportation networks, and client relationship

management for Chinese industrial partners.

The full end-to-end offering combines individual service components into a single coordinated

workflow for clients, covering:

Inland cargo collection and pre-shipment consolidation at origin locations across China

Full-container-load (FCL) and less-than-container-load (LCL) ocean freight booking and management

Last-mile final delivery to client-designated industrial yards, retail warehouses, or end customer addresses

Drop-shipping support for direct-to-consumer e-commerce brands, including label generation and shipment tracking

visibility for end recipients.

In addition, we plan to expand

our service ecosystem to include agricultural bulk commodities business, including sesame seeds, soybeans and other staple grain and oilseed

products that benefit directly from the Company’s pre-existing cross-border logistics network and port operation expertise.

Further, the Company also

plans to evaluate and potentially pursue the development of a large-scale U.S.

platform for AI computing, hyperscale data center and high-performance

computing infrastructure and has entered into a non-binding development agreement relating to an approximately 900-acre industrial site

in Florence, South Carolina in August 2026.

The diagram below shows our

corporate structure as of the date of this report.

otherwise indicated in the diagram, all the subsidiaries of the Company are wholly owned.

As of the date of this report, the Company’s subsidiaries are

Artificial Intelligence Regeneration Technology Co., Ltd (Cayman Islands)

Unless otherwise indicated in the diagram, all the subsidiaries of the Company are wholly owned.

As of the date of this report,

the Company’s subsidiaries are as follows:

Artificial Intelligence Regeneration Technology Co., Ltd

(Cayman Islands)

A Cayman Islands corporation

2 unchanged sentences

No material operations

Artificial Intelligence Regeneration Technology Co., Ltd (BVI)

Artificial Intelligence Regeneration Technology Co., Ltd

A BVI corporation

19 unchanged sentences

Trans Pacific Logistic Shanghai Ltd.

(“Trans Pacific Shanghai”)

(“Trans Pacific

A PRC limited liability company

7 unchanged sentences

No material operations

Brilliant Warehouse Service Inc.

(“Brilliant Warehouse”)

A Texas corporation

51% owned by SGS NY

Incorporated on April 19, 2021

No material operations

SG Shipping & Risk Solution Inc, (“SGSR”)

3 unchanged sentences

No material operations

New Energy Tech Limited (“New Energy”)

A New York corporation

100% owned by the Company

Incorporated on September 19, 2023

No material operations

Singularity (Shenzhen) Technology Ltd.

32 unchanged sentences

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

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

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

and shareholder loan repayments.

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

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

The PRC government also imposes controls on the conversion

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

Therefore, we may experience difficulties in completing

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

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

pay dividends or make other payments.

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

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

payments, and shareholder loan repayments.

In the years following this 2016 policy cycle, Chinese regulators have continued to refine

their cross-border capital flow management framework, building out a full suite of macro-prudential policy tools including offshore central

bank bill issuances, adjustments to cross-border financing regulatory parameters, and strengthened monitoring of speculative cross-border

arbitrage activity.

As of 2026, against a market backdrop of widened Sino-U.S.

yield differentials, sustained pressure from cross-border

capital flow volatility, and normalized two-way RMB exchange rate fluctuations, the PBoC and SAFE continue to deploy these calibrated,

market-oriented measures to prevent unidirectional, excessive capital outflows, curb disruptive one-sided currency speculation, and keep

the RMB exchange rate broadly stable at a reasonable and equilibrium level.

This longstanding regulatory approach maintains consistent,

rigorous review protocols for foreign currency remittances related to outbound investments, shareholder loan repayments, and dividend

distributions by China-domiciled entities, creating a structured compliance environment that may introduce procedural delays, additional

documentation requirements, or restrictions on the timing and quantum of foreign currency conversion and remittance for our mainland operating

subsidiaries.

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

may be subject to tightened scrutiny in the future.

The PRC government also imposes controls on the conversion of RMB into foreign currencies

and the remittance of currencies out of the PRC.

Therefore, we may experience difficulties in completing the administrative procedures

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

Furthermore, if our subsidiaries

in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make

other payments.

In addition, the Enterprise

156 unchanged sentences

beginning on page 10 of this annual report for additional information.

Holding Foreign Company Accountable Act

Holding Foreign

Company Accountable Act

Our common stock may be delisted

39 unchanged sentences

of their being delisted, may materially and adversely affect the value of your investment.”

Recent Developments

We are currently exploring

new business opportunities while continuing to provide freight logistics services.

On September 19, 2023, the Company formed a 100% owned

subsidiary, New Energy Tech Limited, .

(“New Energy”) in New York for to engage in the commodity trading business.

2024, New Energy entered into a joint venture development agreement with Market One Services Corp., a Wyoming corporation, to establish

a joint venture to carry out the commodity trading business.

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

The Company decided to develop

the solar panel business based on its insight into the broad prospects of new energy.

In the decision-making process, the needs of environmental

protection and market potential were fully considered.

This new solar panel business complements our existing businesses and will expand

the company’s sustainable development.

Special Committee Investigation

As previously disclosed, on

May 6, 2022, the Board of Directors of the Company (the “Board”) formed a special committee (the “Special Committee”)

to investigate claims of alleged fraud, misrepresentation, and inadequate disclosure related to the Company and certain of its management

personnel raised in a report, published by Hindenburg Research on May 4, 2022 (the “Hindenburg Report”).

On February 23, 2023,

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

On July 3, 2023, the

Company entered into settlement and release agreement with Mr.

Yang Jie, the Company’s former CEO, which fully resolved his claims

against the Company.

Executive Changes

On July 31, 2024, Mr.

Song resigned from his position as a vice president of the Company and as a director of the Board.

On August 6, 2024, the Company

appointed Ms.

Jia Yang as a vice president of the Company and as a director of the Board to fill the vacancy resulting from Mr.

Song’s resignation.

On November 16, 2024, Mr.

Ziyun Liu resigned from his position as the CEO of the Company and as a director and the chairman of the Board.

On November 18, 2024,

the Company appointed Ms.

Jia Yang as the CEO of the Company and the chairwoman of the Board to fill the vacancy resulting from Mr.

Liu’s resignation.

On November 18, 2024, the Company appointed Mr.

Jinhao Pang as the

manager of the Technology Department of the Company and an executive director of the Board.

On February 20, 2025, Mr.

Ying Cao resigned from his position as the chief financial officer (“CFO”) of the Company.

On February 21, 2025, the board of directors of the Company appointed

Chee Jiong Ng as the CFO of the Company to fill the vacancy resulting from Mr.

Ying Cao’s resignation.

Entry into a Material Definitive Agreement

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

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

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

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

to certain “non-U.S.

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

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

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

The Warrants may also

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

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

The Warrants shall

expire five years from its date of issuance.

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

and subdivisions or other similar transactions.

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

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

form of the SPA and the form of the Warrant are attached hereto as Exhibit 10.2 and 10.3 and incorporated herein by reference.

Registered Direct

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

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

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

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

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

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

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

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

or equivalent securities;

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

certain limited exceptions.

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

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

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

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

The Offering closed

on January 27, 2025.

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

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

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

The Company agreed to pay the Placement Agent an aggregate

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

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

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

Furthermore, the Placement

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

Crivellaro v.

Future Technology Ltd.

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

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

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

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

Plaintiffs alleged violations of the U.S.

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 $5,850,0000 as of

the effectiveness of the Settlement.

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

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

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

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

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

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

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

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

(ii) were mandated to file a status

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

and (iii) are prohibited from taking

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

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

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

International Bank S.A.

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

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

Bank of America account in August 2025.

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

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

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

Escrow Account set forth in the Settlement Agreement.

Future Technology Ltd.

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

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

In the complaint,

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

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

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

On April 23, 2025, said Virginia judgment

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

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

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

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

shares to Zhikang Huang by October 22, 2025.

As of the date of this report, the Company has completed the $300,000 settlement payment to Zhikang Huang.

Future Technology Ltd.

As previously disclosed,

on January 18, 2024, John F.

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

in the Court, Levy v.

Singularity Future Technology Ltd.

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

, 24-cv-0384-NG-JMW (the “Lawsuit”).

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

(the “Settlement Agreement”).

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

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

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

was filed with the Court.

On April 18, 2025, this Lawsuit was terminated.

Government Investigations

Following the publication

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

York and the United States Securities and Exchange Commission (the “SEC”).

The Company cooperated with these governmental

authorities regarding these matters.

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

of the date of this report, the Company has not received any updates.

On February 28, 2023, the

audit committee of the Company, after discussion with the management of the Company, and in consultation with the Company’s independent

registered public accounting firm, concluded that the Company’s previously issued financial statements for the fiscal year ended

June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2021 (the “2021 Form

10-K”) should no longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party

loan receivable.

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

31, 2021 included in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,” collectively with the 2021

Form 10-K, the “Affected Reports”), filed with the SEC on November 12, 2021 and February 14, 2022, respectively, should no

longer be relied upon as a result of incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the

three months ended September 30, 2021 and six months ended December 31, 2021.

The Company corrected the errors referenced above in an

amendment to (1) the 2021 Form 10-K (the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended Form

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

On June 17, 2024, the Company

received a subpoena from the SEC requesting the production of certain documents related to an investigation by the SEC regarding the Restatements

(the “Investigation”).

Because the Investigation is at an early stage, the Company cannot predict its outcome, duration, or

any potential consequences at this time.

The SEC has not advised the Company that it has concluded any legal violation has occurred, but

any Investigation potentially could result in government enforcement actions and, to civil and/or criminal sanctions under relevant laws.

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

January 17, 2025, after cooperating with the Investigations, the Company reached a resolution with the SEC regarding the aforementioned

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

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

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

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

desist any violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1,

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

In the event the Company fails to comply with these undertakings, the Company shall, by December 31, 2026,

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

above descriptions of the SEC Order are not complete and are qualified in their entirety by the terms thereof.

The complete SEC Order,

including the Company’s obligations thereunder, can be accessed at the SEC website at www.sec.gov.

Nasdaq Listing Deficiencies

On July 7, 2023, the Company

received an Notice of Noncompliance Letter (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) stating

that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for

the fiscal year ended June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under Nasdaq

Listing Rule 5620(a) and 5810(c)(2)(G).

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

and if Nasdaq accepts the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until December

27, 2023, to regain compliance.

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

On October 19, 2023, the Company received a formal notification from the Nasdaq confirming that the Company had regained compliance with

Listing Rule 5620(a), and that the matter is now closed.

On July 13, 2023, the Company

received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director and audit committee

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

Liu from the Company’s board of directors and

audit committee effective July 3, 2023.

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

Company has a cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’ meeting or

July 3, 2024;

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

no later than January 2, 2024.

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

Zhongliang Xie as a Class II independent

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

resignation of Mr.

The Board appointed Mr.

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

a member of the Nominating and Corporate Governance Committee.

On July 13, 2023, the Company

received a notice from Nasdaq stating that the Company failed to regain compliance with respect to the minimum $1 bid price per share

requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance, which ended

on July 5, 2023.

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

2, 2024, to regain compliance.

On January 3, 2024, the Company received a notification from Nasdaq, notifying the Company of the determination

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

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

On March 12, 2024, the Company

received a formal notification from Nasdaq confirming that the Company had regained compliance with bid price requirement required for

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

Corporate History and Our Business Segments

Corporate History and Our Business

From inception in 2001 to

16 unchanged sentences

We shift our focus back to the shipping agency business around 2019.

In 2021, the Company set up

a joint venture in Texas, Brilliant Warehouse Service Inc., to support its freight logistics services in the U.S., and a new subsidiary,

In 2021, the Company set

up a joint venture in Texas, Brilliant Warehouse Service Inc., to support its freight logistics services in the U.S., and a new subsidiary,

Gorgeous Trading Ltd., which mainly engages in smart warehouse and related business in Texas.

Brilliant Warehouse Service Inc.

was dissolved

on August 6, 2025.

On December 31, 2021, the

4 unchanged sentences

The Company dissolved the VIE structure, Sino-China and its subsidiary Sino-Global Shipping LA, Inc.

From 2021 to 2022, the Company

engaged in cryptocurrency mining in China for a brief period of time but ceased such business in 2022 due to restrictions and bans on

crypto mining operations in China.

Thor Miner Inc., a Delaware subsidiary of the Company that engaged in technical development and commercialization

of a bitcoin mining machine, was dissolved on February 14, 2024.

The Company does not plan to pursue bitcoin mining business at

The following subsidiaries

or joint ventures have no operations as of the date of this report:

LSM Trading Ltd., Singularity (Shenzhen) Technology Ltd., Phi Electric

in New York, SG Shipping & Risk Solution Inc., in New York and SG Link LLC in New York.

Our subsidiary, Ningbo Saimeinuo

7 unchanged sentences

to establish a joint venture to carry out the commodity trading business.

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

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

In August 2026, the Company

entered into a non-binding strategic development framework agreement (the “Framework Agreement”) with Florence Development

LLC relating to an approximately 900-acre industrial site in Florence, South Carolina.

The Framework Agreement establishes a framework

for the parties to evaluate and, if mutually acceptable, potentially pursue the development of a large-scale U.S.

platform for AI computing,

hyperscale data center and high-performance computing infrastructure.

Except for certain binding provisions relating to exclusivity, confidentiality,

publicity, representations, expenses, term, remedies and governing law, the Framework Agreement is non-binding and does not obligate either

party to consummate any transaction.

Any definitive transaction would be subject to the completion of satisfactory due diligence, utility

confirmation, financing availability, governmental and corporate approvals, and the negotiation and execution of definitive agreements.

There can be no assurance that a definitive agreement will be reached or that the contemplated project will be completed on the terms,

timetable or scale currently contemplated, or at all.

The approximately 900-acre

site is expected to provide substantial room for phased infrastructure development if the project proceeds.

Based solely on preliminary

information provided by the counterparty and subject to further verification and utility confirmation, approximately 25MW of existing

or near-term grid capacity has been identified in connection with the site.

The parties also intend to explore a utility expansion pathway

that could potentially increase total grid capacity to as much as approximately 99MW within an anticipated 24-month period;

such expansion is guaranteed under the Framework Agreement, and any expansion would be subject to utility studies, interconnection approvals,

construction, regulatory approvals and other conditions, any of which could result in delays, increased costs or inability to achieve

the targeted capacity.

The current concept contemplates

using only a portion of the property for an initial phase, preserving the majority of the acreage for potential future expansion.

project were to be successfully developed, the broader campus could potentially support additional AI computing clusters, data center

capacity, energy storage and related infrastructure over multiple phases.

However, there can be no assurance that development beyond an

initial phase, if any, will occur.

Our strategy is to:

Provide better solutions for issues and challenges faced by the entire shipping and freight logistics chain to better serve our customers and explore additional growth avenues.

Provide better solutions for issues and challenges faced by the entire shipping and freight logistics chain

to better serve our customers and explore additional growth avenues.

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

continue to grow our business in the U.S.

Continue to streamline our business practice, optimize our cost structure and improve our operating efficiency through effective planning, budgeting, execution and cost control and strengthening our IT infrastructure;

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

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

Continue to explore cutting-edge

technologies in new energy, such as the development of high-efficiency solar panel materials and innovative waste recycling processes,

and actively acquire small new energy companies with potential to rapidly expand our business footprint;

Use vivid cases and data to

showcase the company’s outstanding achievements in the field of new energy and attract public attention, and organize new energy

science activities to enhance brand reputation and social responsibility;

Develop customized sales plans

for different customer groups and cooperate with financial institutions to launch new energy project financing services to reduce customer

costs and promote sales growth.

to grow our business in the U.S.

Continue to streamline our business practice, optimize our cost structure and improve our operating efficiency

through effective planning, budgeting, execution and cost control and strengthening our IT infrastructure;

Continue to monetize our relationships with our strategic partners and leverage their support and our innovation

to expand our business;

Continue to explore cutting-edge technologies in

new energy, such as the development of high-efficiency solar panel materials and innovative waste recycling processes, and actively acquire

small new energy companies with potential to rapidly expand our business footprint;

Use vivid cases and data to showcase the company’s

outstanding achievements in the field of new energy and attract public attention, and organize new energy science activities to enhance

brand reputation and social responsibility;

Develop customized sales plans for different customer

groups and cooperate with financial institutions to launch new energy project financing services to reduce customer costs and promote

sales growth.

In addition, the launch and

scaling of our commodities trading business is expected act as a high-impact lever to diversify our overall revenue base, reducing concentration

risk from our traditional freight contracts with a small set of large legacy logistics clients.

The new trading vertical is expected bring

a large, diversified base of commodity producer, distributor, and wholesale customers, balancing our revenue mix, lowering overall customer

concentration, and improving the long-term stability of our cash flows.

Our Goals and Strategic Plan

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the government to participate in projects and obtain support.

Additionally, building on

our existing freight network and end-to-end supply chain capabilities, we plan to roll out our agricultural commodities trading business

that is natively connected to our logistics service ecosystem.

This new business line is expected to initially focus on sourcing, distributing

and facilitating the trade of high-demand agricultural commodities tied to high-conviction trade opportunities identified by management.

Unlike standalone trading operators, we plan to deliver unique competitive advantages by embedding our in-house freight, customs clearance,

warehousing and last-mile delivery services directly into the trading value chain, reducing cross-party friction, lowering overall transaction

costs, and delivering more reliable fulfillment for both producers and end buyers of agricultural commodities

Our Customers

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our customers’ needs are met.

For the year ended June 30, 2025, three suppliers accounted for approximately 34.4%, 16.3%, and 10.5%

of our total purchases, respectively.

For the year ended June 30, 2024, two suppliers accounted for approximately 21.2% and 20.1% of our

total purchases, respectively.

For the year ended June 30, 2026, two suppliers accounted for approximately 28.5% and 18.2% of the

total purchases.

For the year ended June 30, 2025, three suppliers accounted for approximately 34.4%, 16.3%, and 10.5% of our total purchases,

respectively.

Our Strengths

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Proven industry experience and problem-solving reputation .

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

We provide tailored solutions and value-added services to our customers to drive effectiveness and control in related aspects throughout the entire shipping and freight logistic chain.

We believe that our years of successful track record of applying integrated solutions to complex issues in the global shipping logistics business gives us a competitive advantage in attracting large clients and helps us maintain strong long terms business relationship with them.

We are a non-asset based global shipping

and freight logistics solution provider.

We provide tailored solutions and value-added services to our customers to drive effectiveness

and control in related aspects throughout the entire shipping and freight logistic chain.

We believe that our years of successful track

record of applying integrated solutions to complex issues in the global shipping logistics business gives us a competitive advantage in

attracting large clients and helps us maintain strong long terms business relationship with them.

A competent professional team .

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

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

Most of our employees have marine business experience, and many of

our managers/chief operators served in other large Chinese shipping companies prior to joining us.

With these professionals and experienced

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

Extensive network and positive industry recognition.

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

The Company served as one of the executive directors of China Association of Shipping Agencies & Non-Vessel-Operating Common Carriers (CASA), the authoritative industry association in China.

We are the only non-state-owned enterprise represented on the CASA board guiding the development of the industry.

Our good reputation and industry recognition enables us to maintain strong relationships with our business partners and have an extensive network of contacts throughout the industry, which helps us gain necessary support to execute our business plans.

Doing business in China often requires a strong

business network and support of key strategic partners.

The Company served as one of the executive directors of China Association of Shipping

Agencies & Non-Vessel-Operating Common Carriers (CASA), the authoritative industry association in China.

We are the only non-state-owned

enterprise represented on the CASA board guiding the development of the industry.

Our good reputation and industry recognition enables

us to maintain strong relationships with our business partners and have an extensive network of contacts throughout the industry, which

helps us gain necessary support to execute our business plans.

Lean organization and a flexible business model.

Although we are a small business with limited resources, we have a cohesive and effective organizational structure with the goal of maximizing customer value while minimizing waste.

Our unique flexible business model allows us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions, quality customer service, and competitive prices to achieve greater market acceptance and gain additional market share.

Although we are a small business with limited resources,

we have a cohesive and effective organizational structure with the goal of maximizing customer value while minimizing waste.

flexible business model allows us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions,

quality customer service, and competitive prices to achieve greater market acceptance and gain additional market share.

U.S.-registered and NASDAQ-listed public company .

We believe our status as a U.S.

corporation gives us more credibility among existing and potential customers, suppliers, and other business partners than a privately owned company would have in our industry.

Our ability to raise capital through the capital market or use our common stock as “currency” to facility potential merger and acquisition transactions can also help us carry out or accelerate our growth strategies.

corporation gives

us more credibility among existing and potential customers, suppliers, and other business partners than a privately owned company would

have in our industry.

Our ability to raise capital through the capital market or use our common stock as “currency” to facility

potential merger and acquisition transactions can also help us carry out or accelerate our growth strategies.

Our Opportunities

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the business opportunity and grow our business organically or through acquisitions or strategic alliance by:

Continuing to streamline our business operations and improve our operating efficiency through innovative technology, effective planning, budgeting, execution and cost control;

Diversifying our business to focus on providing innovative technology-based

solution to our customers to promote our sustainable business growth;

Continuing to streamline our business operations and improve our operating efficiency through innovative

technology, effective planning, budgeting, execution and cost control;

Diversifying our business to focus on providing innovative technology-based solution to our customers to

promote our sustainable business growth;

The current market of China’s

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

In terms of the new Solar

Panel Business, the United States has a developed steel industry and has a certain demand for scrap steel.

On the one hand, domestic steel

production in the United States consumes scrap steel, especially when iron ore prices fluctuate, steel mills may increase the use of scrap

steel to reduce costs;

on the other hand, the demand for steel in the manufacturing industry and other industries in the United States

also indirectly drives the demand for scrap steel.

For example, the construction industry and the automobile manufacturing industry are

all large consumers of steel, and the development of these industries will increase the demand for scrap steel.

It is estimated that North

America has installed more than 80 GW of solar power, a figure that could grow to more than 400 GW by 2030.

Bloomberg News estimates that

about 26,000 tons of photovoltaic panels were wasted in 2020, and as photovoltaic panels reach the end of their life in the 2030s, the

amount of waste will grow to millions of tons.

The solar recycling business market is a rapidly emerging but still developing field.

the global solar industry booms, a large number of photovoltaic modules will reach the end of their life and face retirement in the next

This brings both environmental challenges and huge market opportunities.

Our Challenges

1 unchanged sentence

when executing our strategy, including:

Given the complexity and length of restructuring our business, we face the challenge of generating sufficient cash from our current business activities to support our daily operations during the transition;

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

We may not be able to manage our growth when we form more joint ventures for our shipping agency business as we need to better our standard operating and control procedures which may pose more challenges to our management.

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

Given the complexity and length of restructuring our business, we face the challenge of generating sufficient

cash from our current business activities to support our daily operations during the transition;

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

logistics industry;

We may not be able to manage our growth when we form more joint ventures for our shipping agency business

as we need to better our standard operating and control procedures which may pose more challenges to our management.

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

services successfully;

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

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

From time to time, we may have difficulty carrying out services effectively and in a profitable way due to the cyclical nature of the shipping industry, which could lead to a prolonged period of sluggish demand for our services;

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

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

As a publicly traded company, management may be forced to fulfill near-term performance goals that may not be consistent with the Company’s long-term vision.

From time to time, we may have difficulty carrying out services effectively and in a profitable way due to

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

Our ability to respond promptly to a changing regulatory environment, macroeconomic conditions, industry

trends, and competitive landscape;

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

As a publicly traded company, management may be forced to fulfill near-term performance goals that may not be consistent

with the Company’s long-term vision.

Our Competition

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As of the date of this Report,

we have 11 full-time employees, eight of whom are based in China and three are based in the United States.

we have 10 full-time employees, eight of whom are based in China and two are based in the United States.

Of the total full-time employees,

four are in management, two are in operations, three are in finance and accounting related and two are in administration and technical

four are in management, two are in operations, two are in finance and accounting related and two are in administration and technical support.

We believe that our relationship with our employees is good.

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

to a collective bargaining agreement.

Intellectual Property

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

collective bargaining agreement.

As of the date of this Report,

3 unchanged sentences

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

What changed 10-K

Item 1. Business