What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-09-29 compared with 2025-10-14 · 312 added, 377 removed, 67 unchanged (91% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

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

The following discussion

5 unchanged sentences

forward-looking statements as a result of various factors.

We previously focused on providing

customized freight logistics services, but starting in 2017, we began exploring new opportunities to expand our business and generate

more revenue.

These opportunities ranged from complementary businesses to other new service and product initiatives.

In the fiscal years

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

provided by our US subsidiary Brilliant Warehouse Service Inc.

On January 3, 2022, we changed our corporate name to Singularity Future

Technology Ltd.

On January 3, 2022, we changed

our corporate name to Singularity Future Technology Ltd.

to align with our entry into the digital assets business through our U.S.

subsidiaries.

During 2022, we engaged in purchases

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

subsidiaries.

For the fiscal year ended

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

Trans Pacific Shipping Limited and Gorgeous 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.

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

Currently, we 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, we dissolved

our subsidiary, Brilliant Warehouse Service Inc.

On September 25, 2025, we

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.

We have not generated any

1 unchanged sentence

Recent Developments

Reverse Stock Split

On February 9, 2024, the Company

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

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

on The Nasdaq Stock Market on a split adjusted basis.

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

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

No fractional shares were issued.

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

Trading in the common stock continues

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

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

split is 82935V 307.

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

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

The reverse stock

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

Nasdaq Listing Deficiencies

On January 3, 2024, the Company

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

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

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

Pursuant to the Nasdaq letter, unless the Company

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

on January 12, 2024.

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

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

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

split of its common stock on February 9, 2024.

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

Market on a split adjusted basis.

On March 12, 2024, the Company

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

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

Consequently, the scheduled hearing before the Hearings

Panel on March 28, 2024 had been cancelled.

Receipt of SEC Subpoena

As previously disclosed, on

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

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

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

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

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

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

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 Securities and Exchange Commission (the “SEC”) requesting the production of certain documents

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

Because the Investigation is at an

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

The SEC has not advised the

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

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

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

Investigation.

On January 17, 2025, after cooperating with the

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

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

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

and internal controls.

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

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

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

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

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

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

The above descriptions of the SEC Order are not complete and

are qualified in their entirety by the terms thereof.

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

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

Entry into Joint Venture

On August 22, 2024, New Energy

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

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

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

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

in the business of commodity trading.

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

Future Technology Ltd.

As previously disclosed, on

January 18, 2024, John F.

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

the Court, Levy v.

Singularity Future Technology Ltd.

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

, 24-cv-0384-NG-JMW (the “Lawsuit”).

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

(the “Settlement Agreement”).

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

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

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

was filed with the Court.

On April 18, 2025, this Lawsuit was terminated.

Crivellaro v.

Future Technology Ltd.

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

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

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

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

Plaintiffs alleged violations of the U.S.

federal securities

laws by the Company.

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

The Company filed a motion to dismiss

on November 20, 2023.

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

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

The rest of the motions

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

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

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

on a class wide basis.

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

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

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

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

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

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

In the event of a

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

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

the effectiveness of the Settlement.

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

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

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

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

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

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

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

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

(ii) were mandated to file a status

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

and (iii) are prohibited from taking

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

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

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

International Bank S.A.

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

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

Bank of America account in August 2025.

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

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

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

Escrow Account set forth in the Settlement Agreement.

Future Technology Ltd.

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

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

In the complaint,

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

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

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

On April 23, 2025, said Virginia judgment

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

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

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

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

shares to Zhikang Huang by October 22, 2025.

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

to Zhikang Huang.

Entry into a Material

Definitive Agreement

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

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

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

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

Private Placement on June 19, 2025

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

Company agreed to sell an aggregate of 32,188,841 units (the “Units”), each Unit consisting of one share of the Company’s

Common Stock, and three warrants, with each Warrant initially exercisable to purchase one share of Common Stock at an exercise price of

$1.165 (pre-1:14-share consolidation).

The Units were offered in a private placement to certain “non-U.S.

Persons” as defined

in Regulation S of the Securities Act of 1933, as amended (“Regulation S”), at a price of $0.932 (pre-1:14-share consolidation)

per Unit, for an aggregate purchase price of approximately $30 million.

August 12, 2026, the Company and the Investors entered into an amendment to the SPA (the “Amendment to SPA”), pursuant to

which the Company agreed to issue amended and restated warrants (the “Amended and Restated Warrants”), with each Amended and

Restated Warrant exercisable to purchase one share of the Common Stock at an exercise price of $0.001.

The issuance of the Amended and

Restated Warrants is subject to the approval of the Company’s shareholders.

August 12, 2026, the Company issued 2,299,212 shares of the Common Stock to the Investors in reliance on the exemption from registration

provided by Regulation S.

The Amended and Restated Warrants have not been issued and will not be issued unless and until the requisite

shareholder approval is obtained.

Private Placement

in October 2025

October 15, 2025, the Company entered into a securities purchase agreement (the “October 2025 SPA”) with certain investors,

under which the Company agreed to sell an aggregate of 3,000,000 shares of 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, at a price of $0.932 per Unit for

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

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

The Warrants may also

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

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

The Warrants shall

expire five years from its date of issuance.

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

and subdivisions or other similar transactions.

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

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

Registered Direct

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

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

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

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

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

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

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

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

or equivalent securities;

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

certain limited exceptions.

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

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

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

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

The Offering closed

on January 27, 2025.

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

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

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

The Company agreed to pay the Placement Agent an aggregate

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

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

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

Furthermore, the Placement

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

Persons under Regulation S, for an aggregate purchase price of approximately $2.1 million.

October 20, 2025, the offering under the October 2025 SPA closed upon satisfaction of the closing conditions, and the shares were issued

in reliance on the exemption from registration provided by Regulation S.

The Company intends to use the net proceeds for working capital

and general corporate purposes.

Private Placement

On July 6, 2026, the Company

entered into a securities purchase agreement (the “July 2026 SPA”) with certain investors, under which the Company agreed

to sell an aggregate of 5,263,158 Units, each consisting of one share of Common Stock and three Warrants exercisable at an initial exercise

price of $0.418 per share, in a private placement to certain non-U.S.

Persons under Regulation S, at a price of $0.38 per Unit, for an

aggregate purchase price of approximately $2,000,000.

On July 13, 2026, the offering

under the July 2026 SPA closed upon satisfaction of the closing conditions, including accuracy of the parties’ representations and

The Company issued an aggregate of 5,263,158 shares of Common Stock and 15,789,474 warrants.

The shares were issued in reliance

on the exemption from registration provided by Regulation S.

Private Placement in August 2026

On August 12, 2026, the Company

entered into a securities purchase agreement (the “August 2026 SPA”) with certain investors, under which the Company agreed

to sell an aggregate of 21,520,803 shares of Common Stock at a price of $1.394 per share, in a private placement to certain non-U.S.

under Regulation S, for an aggregate purchase price of approximately $30 million.

Direct Offering

On August 18, 2026, the Company

entered into a securities purchase agreement (the “First Purchase Agreement”) with a non-affiliated institutional investor,

pursuant to which the Company agreed to sell 340,000 shares of Common Stock and pre-funded warrants (the “Pre-Funded Warrants”)

to purchase 260,000 shares of Common Stock in a registered direct offering (the “First Offering”), for gross proceeds of approximately

$1.8 million, before placement-agent fees and offering expenses.

The purchase price was $3.00 per share of Common Stock and $2.999 per

Pre-Funded Warrant, with an exercise price of $0.001 per share.

The Pre-Funded Warrants are immediately exercisable and may be exercised

at any time until exercised in full.

On August 20, 2026, the Company

entered into a securities purchase agreement (the “Second Purchase Agreement” and, together with the First Purchase Agreement,

the “Purchase Agreements”) with certain non-affiliated institutional investors, pursuant to which the Company agreed to sell

451,250 shares of Common Stock and Pre-Funded Warrants to purchase up to 1,111,250 shares of Common Stock in a registered direct offering

(the “Second Offering” and, together with the First Offering, the “Offerings”), for gross proceeds of approximately

$5.0 million.

The purchase price was $3.20 per share of Common Stock and $3.199 per Pre-Funded Warrant, with an exercise price of $0.001

The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until exercised in full.

Results of Operations

Comparison of the Years Ended June 30, 2025

The following table sets forth

the results of our operations for the periods indicated:

of the Years Ended June 30, 2026 and 2025

The following table sets

forth the results of our operations for the periods indicated:

For the Years Ended

($ 1,323,488 )

Cost of revenues

Gross profit (loss)

Selling expenses

General and administrative expenses

Impairment loss of cryptocurrencies

Allowance for credit losses, net

Operating loss

Gain from disposal of subsidiary and VIE

Gain from disposal of subsidiaries

Interest income

1 unchanged sentence

Judgment debt expenses

Class action settlement expenses

Other income, net

1 unchanged sentence

Income tax expense

($ 3,314,531 )

($ 5,471,774 )

Revenues from Freight Logistics Services

Freight logistics services

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

Revenues from freight logistics services decreased

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

ended June 30, 2024.

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

subsidiary, Brilliant Warehouse,

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

decline in business volume.

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

Revenues from Freight Logistics

Our freight logistics service

portfolio, covering cargo forwarding, customs brokerage, warehousing and a full suite of ancillary freight solutions, delivered annual

revenue of $1.7 million for the 12 months ended June 30, 2026, down $0.1 million, or 6.6%, from the $1.8 million posted in the prior fiscal

The year-over-year contraction

is almost entirely driven by our PRC operating entities, where shipping revenue fell by $0.1 million amid broader macroeconomic headwinds

that suppressed overall freight transaction volume throughout the period.

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

and sundry costs.

Cost of revenues for our freight logistics services decreased by approximately $0.1 million, or 6.9%, to approximately

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

The closure of U.S.

subsidiary, Brilliant Warehouse in

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

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

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

Our gross margin was 2.8%

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

increase in freight costs.

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

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

$1.6 million for the year ended June 30, 2026 from approximately $1.8 million in fiscal year 2025.

This decrease was almost entirely driven

by a $0.1 million reduction in operating costs from our PRC subsidiaries, which is directly attributable to the lower business activity

level amid broader macroeconomic headwinds.

For the full fiscal year

ended June 30, 2026, our PRC operating entities delivered a gross margin of 3.2%, which marked a 40 basis point improvement from the 2.8%

level posted in fiscal 2025.

The uptick was largely the result of modest pricing optimization across our freight service lines, which

lifted average revenue per shipment and delivered a small but steady margin expansion during the year.

Selling Expenses

Our selling expenses consisted

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

Our selling expenses decreased by approximately

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

The decrease was

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

General and Administrative Expenses

Our selling expense line

item is largely concentrated on sales team payroll, client hospitality, and sales-related travel costs.

Our selling expenses decreased

by approximately $50,681, or 20.7%, to $0.19 million for the year ended June 30, 2026 from $0.25 million for the same period of last year.

The year-over-year decline directly tracked the contraction in overall freight volumes, as lower transaction activity reduced the need

for in-person client visits, roadshows and other go-to-market selling investments throughout the period.

Administrative Expenses

Our general and administrative

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

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

Our general and administrative expenses decreased by approximately

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

Since closure

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

expenses across the board.

Impairment Loss of Cryptocurrencies

We recorded an impairment

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

the cryptocurrencies could not be verified.

Allowance for credit losses, net

Our allowance for credit losses

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

the same period of last year.

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

Gain from disposal of subsidiaries and VIE

On October 24, 2023, February

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

It Solution Ltd., respectively.

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

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

cost base is primarily made up of corporate team compensation, administrative travel, day-to-day operating office expenses, and mandatory

regulatory filing fees, along with third-party professional services for audit, legal compliance and advisory.

Our general and administrative

expenses decreased by approximately $0.7 million, or 27.0%, to $1.8 million for the year ended June 30, 2026 from $2.5 million for the

same period of last year.

This material efficiency gain stems from a comprehensive corporate cost realignment program rolled out by management

following the wind-down of our U.S.

operating footprint, which delivered broad-based expense reductions across every G&A line item

during the period.

Gain from disposal

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.

Total gain from these disposals

was $157,658 for the year ended June 30, 2026.

No subsidiary divestiture activities were executed in the prior fiscal period.

Interest income

Interest income increased

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

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

For fiscal year ended June

30, 2026, our total interest income fell to $180, representing a $0.1 million year-over-year decline from the prior fiscal year’s

$0.1 million balance.

The variance is fully explained by the fact that in fiscal 2025, all of our interest income was generated from a

time deposit held at East West Bank, and we had no outstanding placements of this type during the 2026 fiscal period.

Interest expenses

Interest expenses increased to $0.1 million, or

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

As of June 30, 2025, loans from third

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

Judgment debt expenses

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

period of last year.

Interest expenses increased

by $0.16 million, or 109.3%, to $0.3 million for the year ended June 30, 2026 from $0.15 million for the same period of last year.

steep increase lines up directly with our expanded use of third-party debt facilities over the period:

as of June 30, 2026, total outstanding

third-party loans stood at $3.8 million, up from the $1.5 million balance as of June 30, 2025.

All of these borrowings carry a consistent

12% weighted average annual interest rate, with weighted average remaining tenors of 1.83 years and 1.0 year at the two respective period

Judgment debt

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

ended June 30, 2026.

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

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

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

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

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

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

Also, there was

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

On August 23, 2025, the Company and Huang entered a binding settlement agreement

to fully resolve all claims, which required:

Payment of $300,000 to Huang by August 25, 2025;

Issuance of 90,000 freely tradable shares

of the Company’s common stock to Huang by October 22, 2025;

and Huang’s release of all claims against the Company, including

the Virginia judgment.

The Company completed the $300,000 cash payment on August 25, 2025, and delivered the 90,000 shares to Huang’s

brokerage account on October 20, 2025, in accordance with the settlement terms.

Also, there was a settlement expenses with John Levy of

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.

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.

f/k/a Sino-Global Shipping America

, 24-cv-0384-NG-JMW (the “Lawsuit”).

On April 1, 2025, Levy and the Company entered

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

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

counsel to Levy.

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

On April 18, 2025,

this Lawsuit was terminated.

Other income, net

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.

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

On April 18, 2025, this Lawsuit was terminated.

similar expenses were incurred in fiscal 2026.

settlement expenses

We recorded approximately

$3.8 million in class action settlement expenses for the fiscal year ended June 30, 2026, compared to nil in such expenses for the same

period of last year.

On June 22, 2026, the Company and the lead plaintiffs entered into an Amended Stipulation and Agreement of Settlement

(the “Amended Settlement Agreement”), which amends and supersedes the Original Settlement Agreement.

to the Amended Settlement Agreement and subject to approval by the Court, the Company agreed to settle the Class Action for an aggregate

cash settlement amount of $5,800,000, which includes the $2,000,000 previously deposited into escrow.

The Company agreed to deposit an

additional $1,500,000 within 15 calendar days after execution of the Amended Settlement Agreement and receipt of the necessary wire transfer

information, subject to a 15-calendar-day grace period for banking or wire-processing delays not caused by the Company and deposit the

remaining $2,300,000 within 60 days after the initial payment.

On July 10 and July 13, 2026, the Company wired $1 million and $0.5 million

to PBG Concentration Account, respectively.

Amended Settlement Agreement provides that the settlement will be subject to Court approval and, upon effectiveness, will result in the

dismissal of the Class Action with prejudice and the mutual releases set forth therein, subject to customary exclusions.

the Company fails to make any required payment when due, such failure will constitute a material breach, and the plaintiffs may terminate

the settlement, declare the unpaid settlement balance immediately due and payable, and enforce the Confession of Judgment executed by

the Company for the unpaid balance, together with any applicable interest, costs and attorneys’ fees.

execution of the Amended Settlement Agreement does not constitute an admission by the Company of any wrongdoing, fault, or liability,

and the Company does not admit any wrongdoing, fault, or liability.

Company determined that resolving the Class Action now is in its best interests.

Although the Company was prepared to continue defending

its position, the Amended Settlement Agreement meaningfully reduces the uncertainty, distraction, and significant costs and exposure associated

with protracted and complex class action litigation and further enables the Company to maintain its focus on executing its business strategy.

ultimate outcome of the Class Action remains uncertain, with no guarantee that the Amended Settlement Agreement will receive Court approval.

If the settlement is not finalized, the Company intends to continue defending itself in the pending class action and maintains that it

has strong factual and legal defenses.

to ASC 450-20-25-2, the Company reassessed the estimated settlement liability and recorded a $3.8 million accrued liability as of June

30, 2026, net of the $2.0 million previously funded into the segregated escrow account.

The Company subsequently funded additional settlement

payments of $1.0 million on July 10, 2026, $0.5 million on July 13, 2026 and $2.3 million on September 8, 2026.

June 22, 2026, the parties executed a revised binding Settlement Agreement.

On September 10, 2026, the Court entered an order preliminarily

approving the revised settlement, which is a standard procedural step in federal class action settlement review and does not represent

final Court approval of the settlement.

Under the two-stage statutory approval process under Federal Rule of Civil Procedure 23:

At the preliminary approval stage, the Court has provisionally found the settlement terms to be fair, reasonable

and adequate, preliminarily certified the settlement class, appointed lead class counsel and the claims administrator, and approved the

formal notice plan for dissemination to all settlement class members.

Following distribution of the court-authorized notice, settlement class members will have a defined statutory

period to submit valid requests for exclusion from the class or written objections to the proposed settlement.

The Court has scheduled the final Fairness Hearing for January 25, 2027, at which it will consider all

objections, verify the substantive fairness of the settlement and determine whether to issue a final order granting full approval of the

settlement and dismissing the action with prejudice.

Preliminary Approval Order explicitly finds that the proposed settlement satisfies all requirements under Federal Rule of Civil Procedure

23(e)(2) and that final approval is likely to be granted following the Fairness Hearing.

As a strictly legal matter, however, the settlement

remains subject to satisfaction of all conditions precedent, including the entry of a final, non-appealable order of final approval.

to Paragraphs 15 and 16 of the Preliminary Approval Order, in the event the settlement does not receive final Court approval, or the settlement

is otherwise terminated in accordance with its terms, the underlying class action litigation may be resumed upon motion of the lead plaintiffs.

All proceedings against the Company in this action currently remain stayed in accordance with the preliminary approval order.

Other income,

Other income, net, decreased

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

to reduced exchange gain .

Income tax expenses

Our income tax expenses amounted

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

The income tax expenses mainly attributable to interest income

earned from terms deposits.

by $60,801, or 78.7%, to other income of $16,435 for the year ended June 30, 2026 from other income of $77,236 for the year ended June

The decrease was mainly due to lower foreign exchange rate gains on our functional currency exposures during the reporting period,

compared to the favorable FX movements we recorded in the prior fiscal year.

As a result of the foregoing,

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

Liquidity and Capital Resources

Cash Flows and Working Capital

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

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

and the garnishment process initiated by Zhikang

Huang, as discussed in the Recent Developments section.

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

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

The following table sets forth

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

we had a net loss of $5.9 million and $3.3 million for the years ended June 30, 2026 and 2025, respectively.

Liquidity and

Capital Resources

of June 30, 2026, the Company held total cash of $57,275 and reported a positive working capital position of approximately $10.5

The majority of our $22.4 million in total current

assets as of June 30, 2026 was composed of $19.2 million in advances to our agricultural commodity suppliers.

Under the terms of our existing

supply agreements, when these advance-funded procurement transactions are fully consummated and the corresponding inventory is delivered,

monetized and collected, our operating cash position and overall near-term liquidity profile will be materially strengthened.

Company’s near-term liquidity requirements are primarily driven by core operating activities, including payroll and operating expense

disbursements, seasonal fluctuations in accounts receivable collection cycles tied to our steel logistics and agricultural commodity trading

segments, routine vendor payable settlements, and other day-to-day working capital demands.

The Company’s finance team actively

monitors its overall liquidity profile on an ongoing basis, leveraging a structured tracking framework that includes real-time cash position

visibility, rolling 12-month operating cash flow forecasts, and trend analysis of consolidated working capital levels across all U.S.

and China operating subsidiaries, to ensure sufficient funding is maintained for all existing operational commitments.

inception, the Company has funded its ongoing operations and strategic investments through three core channels:

cash generated from recurring

operating activities, secured and unsecured borrowings from third-parties, and targeted capital raising transactions conducted in the

public and private capital markets.

As described in Note 5 to

the consolidated financial statements, the Company recorded advances to suppliers of approximately $19.2 million as of June 30, 2026,

representing a significant portion of the Company’s total assets.

The advances were unsecured and related to purchases of agricultural

Subsequent to the June 30, 2026 balance sheet date, the Company executed formal refund agreements with all of the aforementioned

commodity trading suppliers, and collected total refunds of approximately $19.2 million from these counterparties during September 2026.

The Company is currently evaluating whether to pursue additional opportunities in the commodity trading business.

Subsequent Equity

Financing Transactions Completed After Fiscal Year-End

the end of the fiscal period closed June 30, 2026, the Company completed four separate equity financing transactions, structured across

two distinct regulatory regimes under the Securities Act of 1933, as amended, to strengthen its consolidated balance sheet and materially

expand its available operating capital base:

July 6, 2026 Regulation S Private Placement:

The Company entered into a securities purchase agreement with

accredited offshore non-U.S.

Persons for the sale of an aggregate of 5,263,158 units.

Each unit comprises one share of the Company’s

no-par value common stock and three separate warrants, with each warrant carrying an initial exercise price of $0.418 per share of common

The offering was priced at $0.38 per unit, generating aggregate gross proceeds of approximately $2.0 million.

Follow-on Regulation

S Private Placement, August 12, 2026:

The Company entered into a second securities purchase agreement with a distinct group of offshore

investors for the sale of an aggregate of 2,299,212 shares (post-1:14-share consolidation) of the Company’s no-par value common

stock, priced at $13.048 per share (post-1:14-share consolidation).

This offering generated aggregate gross proceeds of approximately

August 18, 2026 Registered Direct Offering (First Tranche):

The Company entered into the First Purchase Agreement

with non-affiliated institutional investors pursuant to which the Company agreed to sell 340,000 shares of its no-par value common stock

and pre-funded warrants to purchase up to 260,000 additional shares of common stock.

The offering generated aggregate gross proceeds of

approximately $1.8 million before placement-agent fees and offering expenses.

The purchase price for each share of common stock was $3.00,

while each pre-funded warrant was priced at $2.999, with a nominal exercise price of $0.001 per share.

These pre-funded warrants are immediately

exercisable, and will remain exercisable at any time until the entire warrant balance is exercised in full.

August 20, 2026 Registered Direct Offering (Second Tranche):

The Company entered into the Second Purchase

Agreement with a separate cohort of non-affiliated institutional investors pursuant to which the Company agreed to sell 451,250 shares

of common stock and pre-funded warrants to purchase up to 1,111,250 additional shares of common stock.

The offering generated aggregate

gross proceeds of approximately $5.0 million before offering-related costs.

The purchase price for each share of common stock was $3.20,

while each pre-funded warrant was priced at $3.199, with a nominal exercise price of $0.001 per share.

These pre-funded warrants are also

immediately exercisable, and will remain exercisable at any time until the entire warrant balance is settled in full.

With the combination of its

existing positive working capital base as of June 30, 2026, forecasted operating cash flows from core logistics and commodity trading

operations, full recovery of the $19.2 million supplier advances in September 2026, remaining available capacity under its

existing credit facilities, committed financial support from key shareholders, and the aggregate net proceeds received from these four

completed post-period equity financing transactions (total gross proceeds of ~$38.8 million), the Company believes it has more than sufficient

resources to meet all working capital, operating expense, and planned strategic investment obligations for the 12-month period following

the consolidated financial statement issuance date.

The Company will continue to evaluate selective additional debt and equity financing

opportunities from time to time, as needed, to support targeted business expansion, new market entry, and high-return strategic acquisition

opportunities aligned with its integrated logistics growth roadmap.

and Working Capital

As of June 30, 2026, we had

$57,275 in cash and approximately $2.1 million in restricted cash due to the $2,000,000 settlement cash payment to the Escrow Account

set forth in the Settlement Agreement in the class action lawsuit and the garnishment process initiated by Zhikang Huang, as discussed

in the Recent Developments section.

The following table sets

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

For the Years Ended

Net cash used in operating activities

$ (2,692,682 )

$ (4,408,691 )

Net cash provided by investing activities

3 unchanged sentences

Cash and restricted cash, end of year

The following table sets forth a summary of our

working capital:

Total Current Assets

Total Current Liabilities

Working Capital

($ 2,044,747 )

Current Ratio

In assessing the liquidity,

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

Our liquidity needs are to meet our working

capital requirements, operating expenses and capital expenditure obligations.

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

and we had cash of approximately $14.5 million.

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

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

Operating Activities

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

The operating cash outflow for

the year ended June 30, 2025 was primarily attributable to our net loss of approximately $2.3 million.

Our net cash used in operating

activities was approximately $21.6 million for the year ended June 30, 2026.

The operating cash outflow for the year ended June 30, 2026

was primarily attributable to our net loss of approximately $5.9 million and $19.2 million in advances to suppliers under purchase agreements

for agricultural commodities related to targeted trade opportunities identified by the Company.

These outflows were partially offset by

the non-cash accrual of the $3.8 million class action settlement liability recorded in accordance with ASC 450 as of June 30, 2026.

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

1 unchanged sentence

the year ended June 30, 2025 was primarily attributable to our net loss of approximately $3.3 million.

Investing Activities

Net cash provided

by investing activities was $0.1 million for the year ended June 30, 2026 due to proceeds from disposal of subsidiaries, net of cash.

Net cash provided by investing

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

Net cash provided by investing

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

Qinggang Wang.

Financing Activities

Net cash provided by financing

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

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

activities for the year ended June 30, 2026 was approximately $6.0 million due to approximately $3.3 million loans from third parties,

approximately $2.1 million proceeds from issuance of common shares, and approximately $0.6 million advance from a related party.

Net cash provided by financing

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

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

Critical Accounting Estimates

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

of 50,000 (post-1:14-share consolidation) common shares, as partially offset by repayment of $0.6 million third parties’ loans.

Critical Accounting

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

7 unchanged sentences

date of this Report.

Off-Balance Sheet

Quantitative and Qualitative Disclosures

about Market Risk.

Sheet Arrangements

Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Financial Statements and Supplementary

Financial Statements and Supplementary Data.

The Company’s financial

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

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

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

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

What changed 10-K

Item 7. Management’s Discussion and Analysis