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Item 9A. Controls and Procedures

2026-09-29 compared with 2025-10-14 · 2029 added, 1156 removed, 653 unchanged (83% of the section changed)

Controls and Procedures

Disclosure Controls and Procedures

As of June 30, 2025, the Company

carried out an evaluation, under the supervision of and with the participation of its management, including the Company’s Chief

Executive Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

the foregoing evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures (as defined

in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the

Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods

specified in the applicable rules and forms due to effective internal controls over financial reporting as more fully described below.

Management’s Annual Report on Internal

Control over Financial Reporting

Disclosure Controls

and Procedures

The Company carried out an

evaluation, under the supervision of and with the participation of its management, including the Company’s Chief Executive Officer

and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls

and procedures as of June 30, 2026.

Based on the foregoing evaluation, the Chief Executive Officer concluded that the Company’s

disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that

the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the applicable rules and forms due to effective internal controls over financial

reporting as more fully described below.

Annual Report on Internal Control over Financial Reporting

The Company’s management

6 unchanged sentences

policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with the authorization of its management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management conducted an assessment of the effectiveness of the Company’s

internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (2013 framework).

The following material weaknesses identified for the year ended

and as of June 30, 2024 were individually rectified as of September 5, 2025.

Material weaknesses identified as of June 30, 2024

Rectification actions taken

Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries in some of the subsidiaries within the consolidation, lack of supervision, coordination and communication of financial information between different entities within the Group;

The Company has implemented segregation of incompatible duties.

preparation of journal entries is handled by the financial export, while review is conducted by the CFO.

Furthermore, the CFO is responsible

for overseeing, coordinating, and communicating financial information among different entities within the group.

Lack of a full time U.S.

GAAP personnel in the accounting department to monitor the recording of the transactions which led to error in revenue recognition in previously issued financial statements;

The Company has replaced part of its management team, and the current

management is familiar with U.S.

Additionally, the Company has provided training on U.S.

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions

and dispositions of the Company’s assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with U.S.

GAAP, and that the Company’s receipts and expenditures are being made only in accordance with

the authorization of its management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or

disposition of the Company’s assets that could have a material effect on the financial statements.

Management conducted an assessment

of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control

- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and confirmed that

the Company’s internal control over financial reporting as of June 30, 2026 is effective and that no material weakness in the Company’s

internal control over financial reporting has been identified by the management as of June 30, 2026.

The following material weaknesses

identified for the year ended and as of June 30, 2024 were individually rectified as of September 5, 2025.

weaknesses identified as of June 30, 2024

Rectification

actions taken

Lack of segregation

of duties for accounting personnel who prepared and reviewed the journal entries in some of the subsidiaries within the consolidation,

lack of supervision, coordination and communication of financial information between different entities within the Group;

has implemented segregation of incompatible duties.

The preparation of journal entries is handled by the financial export, while review

is conducted by the CFO.

Furthermore, the CFO is responsible for overseeing, coordinating, and communicating financial information among

different entities within the group.

full time U.S.

GAAP personnel in the accounting department to monitor the recording of the transactions which led to error in revenue

recognition in previously issued financial statements;

has replaced part of its management team, and the current management is familiar with U.S.

Additionally, the Company has provided

training on U.S.

GAAP to the current management team.

Lack of resources with technical competency to address, review and record non-routine or complex transactions under U.S.

The Company has revised its control procedures for significant unusual

transactions (“SUT”).

For SUT, dedicated processes are in place to identify, document, and review the related accounting treatments.

Lack of management control reviews of the budget against actual with analysis of the variance with a precision that can be explained through the analysis of the accounts;

The Company has revised its expense budgeting process and established

a budget management system.

Under the new system, quarterly reviews will be conducted to compare budgets against actual results.

analysis will be used to explain the reasons for significant variances between budgeted and actual figures.

Lack of proper procedures in identifying and recording related party transactions which led to restatement of previously issued financial statements (See Note 1 of the accompanying consolidated financial statement footnotes);

The Company has revised its related-party control procedures, establishing

clear provisions for the identification of related parties, the formation and approval of related-party lists, the identification of related-party

transactions, and the approval and disclosure of related-party transactions.

Lack of proper procedures to maintain supporting documents for accounting record;

The Company has revised its accounting bookkeeping procedures, establishing

requirements for approval, and retention of supporting documents corresponding to accounting records.

The CFO will be responsible for

reviewing whether the supporting documents in accounting records comply with the Company’s latest regulations.

Lack of proper oversight for the Company’s cash disbursement process that led to misuse of the Company funds by its former executive.

The Company dismissed the executive who misused funds and replaced

the corresponding executive.

Additionally, the Company revised its cash disbursement procedures, implementing strict segregation of duties

for incompatible roles such as applicants, approvers, and cashiers involved in cash disbursements.

As of June 30, 2025, the Company carried out an evaluation, under the

supervision of and with the participation of its management, including the Company’s Chief Executive Officer and the Chief Financial

Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

Based on the foregoing

evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e)

and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports

it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable

rules and forms.

Changes in Internal Control over Financial

On April 24, 2025, we engaged Marcum Asia CPAs LLP to provide internal

control over financial reporting best practices consulting services to the Company and the Company made changes in its internal control

over financial reporting as discussed in the Management’s Annual Report on Internal Control over Financial Reporting.

Lack of resources

with technical competency to address, review and record non-routine or complex transactions under U.S.

has revised its control procedures for significant unusual transactions (“SUT”).

For SUT, dedicated processes are in place

to identify, document, and review the related accounting treatments.

Lack of management

control reviews of the budget against actual with analysis of the variance with a precision that can be explained through the analysis

of the accounts;

has revised its expense budgeting process and established a budget management system.

Under the new system, quarterly reviews will be

conducted to compare budgets against actual results.

Account analysis will be used to explain the reasons for significant variances between

budgeted and actual figures.

Lack of proper

procedures in identifying and recording related party transactions which led to restatement of previously issued financial statements

(See Note 1 of the accompanying consolidated financial statement footnotes);

has revised its related-party control procedures, establishing clear provisions for the identification of related parties, the formation

and approval of related-party lists, the identification of related-party transactions, and the approval and disclosure of related-party

transactions.

Lack of proper

procedures to maintain supporting documents for accounting record;

has revised its accounting bookkeeping procedures, establishing requirements for approval, and retention of supporting documents corresponding

to accounting records.

The CFO will be responsible for reviewing whether the supporting documents in accounting records comply with the

Company’s latest regulations.

Lack of proper

oversight for the Company’s cash disbursement process that led to misuse of the Company funds by its former executive.

dismissed the executive who misused funds and replaced the corresponding executive.

Additionally, the Company revised its cash disbursement

procedures, implementing strict segregation of duties for incompatible roles such as applicants, approvers, and cashiers involved in cash

disbursements.

Changes in Internal

Control over Financial Reporting

Other Information.

During the quarter ended June

30, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Disclosure Regarding Foreign Jurisdictions

that Prevent Inspections.

Directors, Executive Officers and

Corporate Governance.

During the quarter ended

June 30, 2026, no

director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Directors, Executive Officers and Corporate Governance.

Positions Held

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Public Accountant of Australian Society of Certified Public Accountants since 1999.

Jinhao Pang has been our

Director and Manager of the Technology Department since November 2024.

He worked as a software engineer with Yisa Technology Co., Ltd.

in Qingdao, China from June 2021 to August 2022, where he led the design and development of a module for a training system, which allowed

companies to update training content dynamically and enables users to engage with the latest material through interactive learning and

problem-solving.

Jinhao Pang has been

our Director and Manager of the Technology Department since November 2024.

He worked as a software engineer with Yisa Technology Co.,

in Qingdao, China from June 2021 to August 2022, where he led the design and development of a module for a training system, which

allowed companies to update training content dynamically and enables users to engage with the latest material through interactive learning

and problem-solving.

Pang received a M.S.

in Computer Science from New York University in May 2024, and a B.S.

in Information and Computing

Science from Xi’an Jiaotong-Liverpool University in July 2022.

in Information and

Computing Science from Xi’an Jiaotong-Liverpool University in July 2022.

Xu Zhao has been a Director

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Xie graduated from Bao Ji University majoring in Enterprise Management.

He is a Certified Public Accountant,

Certified Public Valuer and Registered Cost Engineer in China.

He is a Certified Public Accountant, Certified

Public Valuer and Registered Cost Engineer in China.

Yangyang Xu has served

10 unchanged sentences

University of Commerce in 2006.

Involvement in Certain Legal Proceedings

in Certain Legal Proceedings

To the best of our knowledge,

6 unchanged sentences

for matters that were dismissed without sanction or settlement.

Board Diversity Matrix

Board Diversity

Pursuant to the Nasdaq’s

Board Diversity Rules, below is the Company’s board diversity matrix outlining diversity statistics regarding our Board.

Board Diversity Matrix as of October 13, 2025

Board Diversity Matrix as of June 30, 2026

Total Number of Directors

1 unchanged sentence

Demographic Background

Delinquent Section 16(a) Reports

Section 16(a) Reports

Section 16(a) of the Exchange

13 unchanged sentences

to the code, or any waivers of its requirement, will be disclosed on our website.

Policy Prohibiting Insider Trading and Related

We have adopted an insider

trading policy governing the purchase, sale, and other dispositions of the registrant's securities by directors, senior management, and

employees, which is included in the Code of Ethics of the Company, filed as Exhibit 14.1 hereto.

Committees of the Board of Directors

Policy Prohibiting

Insider Trading and Related Procedures

We have adopted

an insider trading policy governing the purchase, sale, and other dispositions of the registrant’s securities by directors, senior

management, and employees, which is included in the Code of Ethics of the Company, filed as Exhibit 14.1 hereto.

of the Board of Directors

Our Board has three standing

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Under such charter, our Audit Committee is authorized to:

prepare and publish an annual Committee report as required by the SEC to be included in the Company’s annual proxy statement;

discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other matters required to be reviewed under applicable legal, regulatory, professional or NASDAQ requirements;

discuss with management and the independent auditor, as appropriate, any audit problems or difficulties and management’s response;

discuss with management the Company’s risk assessment and risk management policies, including the Company’s major financial risk exposure and steps taken by management to monitor and mitigate such exposure;

review the Company’s financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application and the key accounting decisions affecting the Company’s financial statements, including alternatives to, and the rationale for, the decisions made;

prepare and publish an annual Committee report as required by the SEC to be included in the Company’s

annual proxy statement;

discuss with management and the independent auditor the annual audited financial statements and quarterly

financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” and other matters required to be reviewed under applicable legal, regulatory, professional or NASDAQ

requirements;

discuss with management and the independent auditor, as appropriate, any audit problems or difficulties and

management’s response;

discuss with management the Company’s risk assessment and risk management policies, including the Company’s

major financial risk exposure and steps taken by management to monitor and mitigate such exposure;

review the Company’s financial reporting and accounting standards and principles, significant changes

in such standards or principles or in their application and the key accounting decisions affecting the Company’s financial statements,

including alternatives to, and the rationale for, the decisions made;

review and approve the internal corporate audit staff functions, including:

(i) purpose, authority and organizational reporting lines;

(i) purpose, authority and organizational

reporting lines;

(ii) annual audit plans, budget and staffing;

and (iii) concurrence in the appointment, termination, compensation and rotation of the audit staff;

review, with such members of management as the Committee deems appropriate, the Company’s internal system of audit and financial controls and the results of internal audits;

and (iii) concurrence in the appointment, termination, compensation and

rotation of the audit staff;

review, with such members of management as the Committee deems appropriate, the Company’s internal

system of audit and financial controls and the results of internal audits;

obtain and review at least annually a formal written report from the independent auditor delineating:

the auditing firms internal quality-control procedures;

any material issues raised within the preceding five years by the auditing firms internal quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry or investigation relating to any audit conducted by the firm.

auditing firms internal quality-control procedures;

any material issues raised within the preceding five years by the auditing firms internal

quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry or investigation relating to any audit conducted

The Committee will also review steps taken by the auditing firm to address any findings in any of the foregoing reviews.

Also, in order to assess auditor independence, the Committee will review at least annually all relationships between the independent auditor and the Company;

set policies for the hiring of employees or former employees of the Company’s independent auditor and, at least annually, evaluate the qualifications, performance and independence of the independent auditors, including an evaluation of the lead audit partner;

and to assure the regular rotation of the lead audit partner at our independent auditors and consider regular rotation of the accounting firm serving as our independent auditors;

review and investigate any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct as required in the policies of the Company.

This should include regular reviews of the compliance processes in general.

In connection with these reviews, the Committee will meet, as deemed appropriate, with the general counsel and other Company officers or employees;

retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole discretion;

review at least annually the adequacy of this charter and recommend any proposed changes to the Board for approval and assume additional responsibilities and take additional actions as may be delegated to it by the Board;

establish procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters;

conduct any investigation appropriate to fulfilling its responsibilities contained in this charter, communicate directly with the independent audit firm and any employee of the Company, and conduct its activities in accordance with the policies and principles contained in the Company’s Corporate Governance Principles.

Also, in order to assess auditor independence, the Committee will review at least annually all relationships between the independent auditor

and the Company;

set policies for the hiring of employees or former employees of the Company’s independent auditor and,

at least annually, evaluate the qualifications, performance and independence of the independent auditors, including an evaluation of the

lead audit partner;

and to assure the regular rotation of the lead audit partner at our independent auditors and consider regular rotation

of the accounting firm serving as our independent auditors;

review and investigate any matters pertaining to the integrity of management, including conflicts of interest,

or adherence to standards of business conduct as required in the policies of the Company.

This should include regular reviews of the compliance

processes in general.

In connection with these reviews, the Committee will meet, as deemed appropriate, with the general counsel and other

Company officers or employees;

retain such outside counsel, experts and other advisors as the Committee may deem appropriate in its sole

review at least annually the adequacy of this charter and recommend any proposed changes to the Board for

approval and assume additional responsibilities and take additional actions as may be delegated to it by the Board;

establish procedures for the receipt, retention and treatment of complaints on accounting, internal accounting

controls or auditing matters, as well as for confidential, anonymous submissions by Company employees of concerns regarding questionable

accounting or auditing matters;

conduct any investigation appropriate to fulfilling its responsibilities contained in this charter, communicate

directly with the independent audit firm and any employee of the Company, and conduct its activities in accordance with the policies and

principles contained in the Company’s Corporate Governance Principles.

Compensation Committee

7 unchanged sentences

review and determine the compensation arrangements for management;

establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

establish and review general compensation policies with the objective to attract and retain superior talent,

to reward individual performance and to achieve our financial goals;

review and determine our stock incentive and purchase plans;

25 unchanged sentences

the annual compensation paid by us to our executives for the years ended June 30, 2026 and 2025.

Securities- based

Chief Executive Officer (1)

1 unchanged sentence

Chief Financial Officer (2)

Director, Manager of the Technology Department (3)

Zhikang Huang,

Former Vice President and Director (4)

Former Chief Executive Officer (5)

Dianjiang Wang

Former Chief Financial Officer (6)

Former Chief Financial Officer (7)

(1) According

to the Employment Agreement dated August 6, 2024, Ms.

Yang’s compensation consists of an annual base salary of $66,000 in cash

and a discretionary annual bonus, effective August 6, 2024.

Ms Yang was appointed as the CEO of the Company on November 18, 2024.

(2) According

to the Employment Agreement dated February 21, 2025, Mr.

Ng’s compensation consists of an annual base salary of $84,000 in cash

and a discretionary annual bonus, effective February 21, 2025.

(3) According

to the Employment Agreement dated November 18, 2024, Mr.

Pang’s compensation consists of an annual base salary of $60,000 in cash

and a discretionary annual bonus, commencing from June 1, 2025.

On November 1, 2021, Mr.

Huang resigned from his position as a member of the Board of the Company.

According to the Employment Agreement dated April 18, 2023, Mr.

Liu’s compensation consists of an annual base salary of $240,000 in cash and a discretionary annual bonus, effective April 18, 2023.

Mr Liu resigned on November 16, 2024.

(6) According

to the Employment Agreement dated May 1, 2023, Mr.

Wang’s compensation consists of an annual base salary of $60,000, and a discretionary

annual bonus, effective May 1, 2023.

Wang resigned as Chief Financial Officer on August 15, 2023.

(7) According

to the Employment Agreement dated August 21, 2023, Mr.

Cao’s compensation consists of an annual base salary of $60,000, and a discretionary

annual bonus, effective August 21, 2023.

Cao resigned on February 20, 2025.

Outstanding Equity Awards of Named Executive

Officers at Fiscal Year-End

Director, Manager of Technology

Department (3)

According to the Employment Agreement dated August 6, 2024, Ms.

Yang’s compensation consists of an

annual base salary of $66,000 in cash and a discretionary annual bonus, effective August 6, 2024.

Yang was appointed as the CEO of

the Company on November 18, 2024.

According to the Employment Agreement dated February 21, 2025, Mr.

Ng’s compensation consists of an

annual base salary of $84,000 in cash and a discretionary annual bonus, effective February 21, 2025.

According to the Employment Agreement dated November 18, 2024, Mr.

Pang’s compensation consists of

an annual base salary of $60,000 in cash and a discretionary annual bonus, commencing from June 1, 2025.

Equity Awards of Named Executive Officers at Fiscal Year-End

Director Compensation

3 unchanged sentences

Zhongliang Xie

table does not include Ms Jia Yang, our Chief Executive Officer and director whose compensation is fully reflected in the Summary Compensation

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

Security Ownership of Certain Beneficial Owners

and Management

The following table sets forth certain information regarding our shares

of common stock beneficially owned as of October 13, 2025, for (i) each named executive officer and director, and (ii) all executive officers

and directors as a group.

As of October 13, 2025, there was no stockholder known to be the beneficial owner of 5% or more of our outstanding

shares of common stock.

This table does not include Ms Jia Yang, our Chief Executive Officer and director whose compensation is fully

reflected in the Summary Compensation Table.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Security Ownership

of Certain Beneficial Owners and Management

The following table sets

forth certain information regarding our shares of common stock beneficially owned as of the date hereof for (i) each named executive officer

and director, and (ii) all executive officers and directors as a group.

As of the date hereof, there was no stockholder known to be the

beneficial owner of 5% or more of our outstanding shares of common stock.

A person is considered to beneficially own any shares:

(i) over which such person, directly or indirectly, exercises

sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within

60 days through an exercise of stock options or warrants.

Unless otherwise indicated, voting and investment power relating to the shares

shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the

owner’s spouse or children.

In the table below, percentage ownership is based on 4,203,492 shares of our common stock issued and

outstanding as of October 13, 2025.

which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right

to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants.

Unless otherwise indicated,

voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by

the beneficial owner or shared by the owner and the owner’s spouse or children.

In the table below, percentage ownership is based

on 5,403,788 shares of our common stock issued and outstanding as of the date hereof.

Name and Address of Beneficial Owner (1)

3 unchanged sentences

All directors and executive officers as a group (Six individuals)

individual’s address is c/o Singularity Future Technology, Ltd., 98 Cutter Mill Road, Suite 311, Great Neck, New York 11021.

Securities Authorized for Issuance to Our Officers,

Directors, Employees and Consultants under Equity Compensation Plans

The below table reflects,

as of October 13, 2025, the number of shares of common stock authorized by our stockholders to be issued (directly or by way of issuance

The individual’s address is c/o Singularity Future Technology, Ltd., 48 Wall Street, Suite 1100, New

York, NY 10005.

Securities Authorized

for Issuance to Our Officers, Directors, Employees and Consultants under Equity Compensation Plans

The table below reflects,

as of the date hereof, the number of shares of common stock authorized by our stockholders to be issued (directly or by way of issuance

of securities exercisable for or convertible into) as incentive compensation to our officers, directors, employees and consultants.

1 unchanged sentence

available for

Equity compensation plans under the 2008 Incentive Plan approved by security holders

Equity compensation plans under the 2014 Incentive Plan approved by security holders

Equity compensation plans under the 2021 Incentive Plan approved by security holders

9,800,000 (1)

Equity compensation plans under the 2008 Incentive Plan

approved by security holders

Equity compensation plans under the 2014 Incentive Plan approved by

security holders

Equity compensation plans under the 2021 Incentive Plan approved by

security holders

Equity compensation plans not approved by security holders

10 unchanged sentences

employees in 2017 and 316,000 shares of common stock to employees in 2018.

On September 2021, the board granted 1,020,000 shares of common

In September 2021, the board granted 1,020,000 shares of common

stock to our officers and directors under the 2014 Incentive Plan.

Accordingly, we may issue options to purchase

47,781 shares under the 2008 Incentive Plan, and we may issue 110,000 and 9,800,000 shares of common stock or other securities convertible

47,781 (or 3,413 after 1 to 14 reverse share split) shares under the 2008 Incentive Plan, and we may issue 110,000 (or 7,857 after 1 to

14 reverse share split) and 9,800,000 (or 700,000 after 1 to 14 reverse share split) shares of common stock or other securities convertible

or exercisable for common stock under the 2014 Incentive Plan and the 2021 Incentive plan respectively.

2 unchanged sentences

respectively, under the 2021 Incentive Plan, have been canceled.

Certain Relationships and Related

Transactions, and Director Independence.

Certain Relationships and Related Transactions, and Director Independence.

Related Transactions

Set forth below are our transactions with related

Set forth below are transactions with related

persons for the years ended June 30, 2026 and 2025.

Due from Related Party

Related Party

As of June 30, 2026 and 2025,

the outstanding amounts due from related parties consist of the following:

Zhejiang Jinbang Fuel Energy Co., Ltd (1)

Shanghai Baoyin Industrial Co., Ltd (1)

LSM Trading Ltd (3)

Rich Trading Co.

allowance for credit losses

Movements of allowance for credit losses were as follows:

Zhejiang Jinbang Fuel Energy Co., Ltd (2)

impairment for credit losses

Movements of allowance for credit losses were

Beginning balance

1 unchanged sentence

Ending balance

of June 30, 2025 and 2024, the Company advanced $388,496 and $382,949 to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang

Jinbang”) which is 30% owned by Mr.

Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai.

The advance is

non-interest bearing and due on demand.

The Company provided credit losses of $388,496 and $382,949 for the balance of the receivable

as of June 30, 2025 and 2024.

The amount of the allowance changed as a result of changes in exchange rates.

of June 30, 2025, and 2024, the Company advanced $1,084,793 and $1,066,003 to Shanghai Baoyin Industrial Co., Ltd.

which is 30% owned

by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

The advance is non-interest bearing and due on

As of June 30, 2026, and 2025, the Company advanced $1,145,307 and $1,084,793 to Shanghai Baoyin Industrial

(“Shanghai Baoyin”) which is 30% owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic

Shanghai Ltd.

The advance is non-interest bearing and due on demand.

The Company provided full credit losses for the balance of the receivable.

of June 30, 2025 and 2024, the Company advanced nil and $570,000 to LSM Trading Ltd, which is 40% owned by the Company.

The advance is

non-interest bearing and due on demand.

The Company evaluated the collection possibility and decided to provide full credit losses for

the balance of the receivable.

The advance was fully written off in fiscal 2025.

November 16, 2021, the Company entered into a project cooperation agreement with Rich Trading Co.

Ltd USA (“Rich Trading”)

for the trading of computer equipment.

Rich Trading’s bank account was controlled by now-terminated members of the Company’s

management and was, at the time, an undisclosed related party.

According to the agreement, the Company was to invest $4.5 million

in the trading business operated by Rich Trading and the Company would be entitled to 90% of profits generated by the trading business.

The Company advanced $3,303,424 for this project, of which $3,200,000 has been returned to the Company.

The Company filed a

complaint to recover the remainder of the funds advanced.

The Company provided an allowance of $103,424 for the balance of the receivable

as of June 30, 2024.

The advance was fully written off in fiscal 2025.

Due to related parties

As of June 30, 2025 and 2024, the Company owed $26,373 and $25,997

to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, respectively.

These payments were made on behalf of the Company

for the daily business operational activities.

As of June 30, 2025 and 2024, the Company owed $497,857 and $199,034

Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30% owned by Mr.

Wang Qinggang, CEO and legal representative

of Trans Pacific Shanghai.

The amount due from Shanghai Baoyin changed was as a result of changes in exchange rates.

As of June 30, 2026, and 2025, the Company advanced $410,168 and $388,496 to Zhejiang Jinbang Fuel Energy

Co., Ltd (“Zhejiang Jinbang”) which is 30% owned by Mr.

Wang Qinggang, CEO and legal representative of Trans Pacific

The advance is non-interest bearing.

The Company provided full credit losses for the balance of the receivable.

The amount due

from Zhejiang Jinbang changed was as a result of changes in exchange rates.

Due to related

of June 30, 2026 and 2025, the Company owed $27,845 and $26,373 to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai,

respectively.

These payments were made on behalf of the Company for the daily business operational activities.

The balance of due to related parties was interest-free, unsecured,

and due upon demand.

of June 30, 2026 and 2025, the Company owed $1,146,026 and $497,858 Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”)

which is 30% owned by Mr.

Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai.

These payments were made on behalf of

the Company for the daily business operational activities.

The balance of due to related

parties was interest-free, unsecured, and due upon demand.

Director Independence

Our Board has determined that

each of Zhongliang Xie, Yangyang Xu and Xu Zhao are an “independent director” as defined by the applicable SEC rules and Nasdaq

Listing Rules.

Our Board has determined

that each of Zhongliang Xie, Yangyang Xu and Xu Zhao are an “independent director” as defined by the applicable SEC rules

and Nasdaq Listing Rules.

Principal Accountant Fees and Services.

12 unchanged sentences

No such fees were billed in fiscal 2025 or 2026.

Tax fees consist of fees billed

for professional services related to the preparation of our U.S.

Tax fees consist of fees

billed for professional services related to the preparation of our U.S.

federal and state income tax returns and tax advice.

No such fees were

billed by Audit Alliance LLP in fiscal 2025 or 2024.

were billed by Audit Alliance LLP in fiscal 2025 or 2026.

The Audit Committee pre-approved all Audit-related fees.

After considering the provision

of services encompassed within the above disclosures about fees, the Audit Committee has determined that the provision of such services

is compatible with maintaining Audit Alliance’s independence.

After considering the

provision of services encompassed within the above disclosures about fees, the Audit Committee has determined that the provision of such

services is compatible with maintaining Audit Alliance’s independence.

The Audit Committee’s

7 unchanged sentences

Exhibits, Financial Statement Schedules.

Articles of Incorporation of Singularity Future Technology, Ltd., incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 27, 2014.

Certificate of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd., incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2022.

Articles of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd., incorporated herein by reference to exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 5, 2022.

Bylaws of Singularity Future Technology, Ltd., incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos.

of Incorporation of Singularity Future Technology, Ltd., incorporated herein by reference to exhibit 3.1 to the Company’s Current

Report on Form 8-K filed on January 27, 2014.

of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd., incorporated herein by reference

to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2022.

of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd., incorporated herein by reference

to exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 5, 2022.

of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd., dated July 22, 2026.*

of Singularity Future Technology, Ltd., incorporated by reference to the Company’s Registration Statement on Form S-1, Registration

333-150858 and 333-148611.

Specimen Certificate for Common Stock, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos.

Certificate for Common Stock, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos.

and 333-148611.

Form of Securities Purchase Agreement, dated June 19, 2025, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 23, 2025.

Form of Warrant, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on June 23, 2025.

Form of Placement Agent Agreement, dated January 24, 2025, between the Company and Maxim Group LLC, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 27, 2025.

Employment Agreement by and between Ms.

Jia Yang and the Company, dated August 6, 2024, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

Form of Employment Agreement by and between the Company and Chee Jiong Ng, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 26, 2025.

Employment Agreement by and between the Company and Jinhao Pang dated November 18, 2024, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

Director Offer Letter to Jinhao Pang, dated November 18, 2024, incorporated by reference to exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 20, 2024.

Agreement by and between Ms.

Jia Yang and the Company, dated August 6, 2024, incorporated by reference to exhibit 10.1 to the Company’s

Current Report on Form 8-K filed on November 20, 2024.

of Employment Agreement by and between the Company and Chee Jiong Ng, incorporated by reference to exhibit 10.1 to the Company’s

Current Report on Form 8-K filed on February 26, 2025.

Agreement by and between the Company and Jinhao Pang dated November 18, 2024, incorporated by reference to exhibit 10.2 to the Company’s

Current Report on Form 8-K filed on November 20, 2024.

Offer Letter to Jinhao Pang, dated November 18, 2024, incorporated by reference to exhibit 10.3 to the Company’s Current Report

on Form 8-K filed on November 20, 2024.

Stock Incentive Plan*

Code of Ethics of the Company, incorporated by reference to exhibit to the Company’s Annual Report on Form 10-KSB filed on September 29, 2008 (File No.

List of subsidiaries of the Company*

Consent of Audit Alliance LLP*

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934**

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Clawback Policy, incorporated by reference to exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on October 15, 2024.

XBRL Instance Document*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (formatted as Inline

XBRL and contained in Exhibit 101)*

Stock Incentive Plan*

of Amendment to Securities Purchase Agreement, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form

8-K, filed on August 18, 2026

of the Amended and Restated Warrant, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed

on August 18, 2026

of the Warrant, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on July 13, 2026

Securities Purchase Agreement, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August

of Ethics of the Company, incorporated by reference to exhibit to the Company’s Annual Report on Form 10-KSB filed on September

29, 2008 (File No.

of subsidiaries of the Company*

of Audit Alliance LLP*

Certifications

of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934**

Certifications

of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley

Act of 2002**

Policy, incorporated by reference to exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on October 15, 2024.

Inline XBRL Instance Document*

Inline XBRL Taxonomy Extension

Schema Document*

Inline XBRL Taxonomy Extension

Calculation Linkbase Document*

Inline XBRL Taxonomy Extension

Definition Linkbase Document*

Inline XBRL Taxonomy Extension

Label Linkbase Document*

Inline XBRL Taxonomy Extension

Presentation Linkbase Document*

Cover Page Interactive Data File

(formatted as Inline XBRL and contained in Exhibit 101)*

Filed herewith.

Furnished herewith.

Form 10-K Summary.

We have elected not to include a summary pursuant

to this Item 16.

We have elected not to include

a summary pursuant to this Item 16.

Pursuant to the requirements

2 unchanged sentences

SINGULARITY FUTURE TECHNOLOGY, LTD.

October 14, 2025

September 29, 2026

Chief Executive Officer

2 unchanged sentences

Director, Chairlady of the Board and Chief Executive Officer

October 14, 2025

September 29, 2026

(Principal Executive Officer)

/s/ Yangyang Xu

October 14, 2025

September 29, 2026

/s/ Zhongliang Xie

October 14, 2025

September 29, 2026

Zhongliang Xie

1 unchanged sentence

Director, Manager of the Technology Department

October 14, 2025

September 29, 2026

/s/ Chee Jiong Ng

Chief Financial Officer

October 14, 2025

September 29, 2026

Chee Jiong Ng

(Principal Financial and Accounting Officer)

Index to Financial Statements

Index to Financial

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated balance sheets as of June 30, 2026 and 2025

Consolidated statements of operations and comprehensive income (loss) for the years ended June 30, 2025 and 2024

Consolidated statements of operations and comprehensive loss for the years

ended June 30, 2026 and 2025

Consolidated statements of shareholders’ equity

Consolidated statements of cash flows for the years ended June 30, 2025 and 2024

Consolidated statements of cash flows for the years ended June 30,

2026 and 2025

Notes to consolidated financial statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Singularity Future Technology Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Singularity Future Technology Ltd.

and its subsidiaries (collectively, the “Company”) as of June 30, 2025

and 2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the years

then ended, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial positions of the Company as of June 30, 2025

and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting

principles generally accepted in the United States of America.

the Financial Statements

We have audited the accompanying

consolidated balance sheets of Singularity Future Technology Ltd.

and its subsidiaries (collectively, the “Company”) as of

June 30, 2026, and 2025, the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for

each of the two years in the period ended June 30, 2026, and the related notes to the consolidated financial statements (collectively,

the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of

the Company as of June 30, 2026, and 2025, and the results of its operations and its cash flows for each of the two years in the period

ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Audit Alliance LLP

We have served as the Company’s auditor since October 28, 2020

AUDIT ALLIANCE LLP ( 3487 )

October 14, 2025

SINGULARITY FUTURE TECHNOLOGY, LTD.

These financial statements

are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits

in accordance with PCAOB standards.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, and we

were not engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain

an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of

the Company’s internal control over financial reporting.

Accordingly, we do not express such an opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for

Critical Audit

Critical audit matters

are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex auditor judgment.

The critical audit matters communicated with the audit

committee are:

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 year-end, the Company entered into refund agreements with the suppliers and recovered the advances in September

We identified the advances

to suppliers as a critical audit matter because of the balance's significance and the audit effort required to evaluate the existence

and recoverability of the advances.

The principal procedures we performed to address

this critical audit matter included:

We examined the underlying purchase agreements and related supporting documentation for the advances;

We sent and obtained independent confirmations to the suppliers to confirm the relevant transactions and

outstanding balances;

We examined the refund agreements and checked to bank statements evidenced the subsequent recovery of the

Action Settlement

As described in Note 13

to the consolidated financial statements, the Company recorded class action settlement expenses of $3,800,000 and a corresponding class

action settlement liability of $3,800,000 as of and for the year ended June 30, 2026.

On June 22, 2026, the Company and the lead plaintiffs

in the securities class action lawsuit pending in the United States District Court for the Eastern District of New York entered into an

Amended Stipulation and Agreement of Settlement, pursuant to which the Company agreed to settle the class action for an aggregate cash

settlement amount of $5,800,000, which includes $2,000,000 previously deposited into escrow, with the remaining amounts payable in installments.

Pursuant to ASC 450-20, management recorded an accrued settlement liability of $3,800,000 as of June 30, 2026, measured as the aggregate

settlement amount of

$5,800,000 less the $2,000,000

previously funded into the segregated escrow account, which is separately presented in restricted cash as of June 30, 2026.

The $2,000,000

funded into escrow in October 2025 had not been recognized as an expense in any prior period.

The settlement remains subject to final

approval by the Court, and the ultimate outcome of the class action remains uncertain.

We identified the class

action settlement as a critical audit matter because recognizing and measuring the settlement liability involved especially challenging,

subjective, and complex management judgment.

This was primarily due to the judgment required in evaluating management’s application

of ASC 450, including assessing the probability of an unfavorable outcome and estimating the amount of the loss, as well as the status

and terms of the settlement agreement and the ongoing court approval process.

The primary procedures

we performed to address this critical audit matter included:

We examined the Amended Stipulation and Agreement of Settlement and related court orders and filings to understand

the terms of the settlement, including the aggregate settlement amount, the payment schedule, and the conditions precedent to effectiveness.

We inspected supporting documentation, including escrow agreements and bank wire transfer records, to test

the amounts recorded as class action settlement expenses and the related settlement liability.

We evaluated management’s application of ASC 450-20 in recognizing the settlement liability, including

the assessment of the probability of loss and the reasonableness of the estimated settlement amount.

We obtained a confirmation letter directly from the third-party independent legal counsel regarding the status

and terms of the settlement, including the likelihood of final Court approval, and evaluated the legal advice provided.

We performed subsequent event procedures through the date of this report, including inspecting court orders

and filings and the settlement payments made after the balance sheet date, to evaluate the appropriateness of the amounts recognized as

of June 30, 2026.

We evaluated the adequacy of the Company’s disclosures related to the class action settlement in Note

13 to the consolidated financial statements.

As described in Note 2

to the consolidated financial statements, the Company recognized $1,693,264 in revenue for the year ended June 30, 2026, related to freight

logistics services.

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, Revenue

from Contracts with Customers, using the five-step model, and recognizes freight logistics service revenue over time as services are provided.

The Company evaluates whether to recognize revenue on a gross or net basis based on whether it controls the services before transferring

them to the customer.

For the year ended June 30, 2026, one customer accounted for 100% of the Company’s revenue, as described in

Note 15 to the consolidated financial statements.

We identified revenue recognition

as a critical audit matter because auditing the timing and presentation of revenue involved especially challenging, subjective, and complex

auditor judgment.

This was primarily due to the judgment required in evaluating management’s assessment of when control of services

transfers to the customer, the Company’s determination of gross versus net presentation of revenue under ASC 606 given that a significant

portion of the services were provided by third parties, and the concentration of the Company’s revenue from a single customer.

The primary procedures

we performed to address this critical audit matter included:

We obtained an understanding of and evaluated the design and implementation of the Company’s internal

controls over the recording of revenue, including controls related to the timing of revenue recognition and the gross versus net presentation

We examined significant customer contracts and inspected supporting documentation, including shipping and

delivery records, to test revenue transactions on a sample basis for accuracy and proper period of recognition.

We evaluated management’s application of ASC 606, including the identification of performance obligations,

the timing of satisfaction of those obligations, and the gross versus net presentation assessment.

We confirmed the revenue transactions directly with the Company’s sole customer, who accounted for

100% of the Company’s revenue for the year;

no response was received.

Our alternative procedures included testing related cash receipts

against bank statements and inspecting the related contracts, invoices, delivery notes, and acceptance receipts.

We evaluated the adequacy of the Company’s revenue-related disclosures, including disaggregated revenue

and customer concentration information.

We have served as the Company’s

auditor since October 28, 2020

ALLIANCE LLP (3487)

September 29, 2026

FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

BALANCE SHEETS

Current assets

1 unchanged sentence

Notes receivable

Accounts receivable, net

Other receivables, net

Advances to suppliers - third parties, net

Prepaid expenses

Accounts receivable

Advances to suppliers

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Right-of-use assets

Non-current assets

Right-of-use asset

Other long-term assets - deposits

3 unchanged sentences

Loans from third parties

Deferred revenue

Accounts payable

Accounts payable - related party

Lease liabilities - current

Lease liability - current

Taxes payable

1 unchanged sentence

Judgment debt payable

Class action settlement

Accrued expenses and other current liabilities

Total current liabilities

Non-Current Liabilities

Loans from third parties

Lease liabilities - non-current

Lease liability - non-current

Total non-current liabilities

2 unchanged sentences

Shareholders’ Equity:

Preferred share, 2,000,000 shares authorized, no par value, no shares issued and outstanding as of June 30, 2025 and 2024, respectively

Common share, 50,000,000 shares authorized, no par value;

4,203,492 and 3,503,492 shares issued and outstanding as of June 30, 2025 and 2024, respectively

Preferred share, 2,000,000

shares authorized, no par value,

shares issued and outstanding as of June 30, 2026 and 2025, respectively

Common share, 50

billion shares authorized, no par

shares issued and outstanding as of June 30, 2026 and 2025, respectively*

Additional paid-in capital

Accumulated deficits

( 94,597,445 )

Accumulated deficit

( 100,481,098

Accumulated other comprehensive (loss) income

Total Shareholders’ Equity attributable to controlling shareholders of the Company

Accumulated other comprehensive losses

Total Shareholders’ Equity attributable

to controlling shareholders of the Company

Non-controlling Interest

( 2,016,719 )

( 2,747,633 )

Total Liabilities and Equity

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

Total Liabilities and

Retrospectively restated for the effect of a 1-for-14 reverse share split on July 27, 2026.

The accompanying

notes are an integral part of these audited consolidated financial statements.

FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Years Ended

Cost of revenues

( 1,761,794 )

( 3,614,947 )

Gross profit (loss)

Selling expenses

General and administrative expenses

( 2,518,079 )

( 5,031,852 )

Impairment loss of cryptocurrencies

Allowance for credit losses, net

Total operating expenses

( 2,763,156 )

( 5,443,938 )

Operating loss

( 2,711,757 )

( 5,922,204 )

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

Net loss before income tax expenses

( 3,284,301 )

( 5,471,774 )

Income tax expense

( 3,314,531 )

( 5,471,774 )

Net income (loss) attributable to non-controlling interest

Net loss attributable to controlling shareholders of the Company.

$ ( 3,912,479 )

$ ( 5,108,528 )

Net loss (income) attributable to non-controlling

Net loss attributable to controlling

shareholders of the Company.

Comprehensive loss

$ ( 3,314,531 )

$ ( 5,471,774 )

Other comprehensive (loss) income - foreign currency

Other comprehensive loss - foreign currency translation

Comprehensive loss

( 4,070,717 )

( 5,377,775 )

Comprehensive loss attributable to non-controlling interest

Comprehensive loss attributable to controlling shareholders of the Company.

$ ( 4,203,683 )

$ ( 5,039,492 )

Comprehensive loss (income) attributable to non-controlling

Comprehensive loss attributable

to controlling shareholders of the Company

Loss per share

2 unchanged sentences

Basic and diluted

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

Retrospectively restated for the effect of a 1-for-14 reverse share split on July 27, 2026.

The accompanying

notes are an integral part of these audited consolidated financial statements.

FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

STATEMENTS OF CHANGES IN EQUITY

Preferred Share

2 unchanged sentences

Noncontrolling

income (loss)

Balance, June 30, 2024

$ ( 85,576,438 )

$ ( 2,219,941 )

Issuance of common shares to private investors

Cancellation of shares due to settlement

Disposal of subsidiaries

Foreign currency translation

( 5,108,528 )

( 5,471,774 )

Net (loss) income

Balance, June 30, 2025

( 90,684,966 )

( 2,747,633 )

Issuance of common shares to private investors

Issuance of common shares

Issuance of common shares for judgment debts

Foreign currency translation

Net (loss) income

( 3,912,479 )

( 3,314,531 )

Disposal of subsidiaries

Balance, June 30, 2026

( 100,481,098

$ ( 94,597,445 )

$ ( 596,914 )

$ ( 2,016,719 )

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

Retrospectively restated for the effect of a 1-for-14 reverse share split on July 27, 2026.

accompanying notes are an integral part of these audited consolidated financial statements.

FUTURE TECHNOLOGY, LTD.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS

For the Years Ended

Operating Activities

$ ( 3,314,531 )

$ ( 5,471,774 )

Adjustments to reconcile net loss to net cash used in operating activities:

1 unchanged sentence

Non-cash lease expense

Allowance for credit losses, net

Gain on disposal of subsidiaries

Property and equipment written off

Impairment loss of cryptocurrencies

Interest expenses related to convertible note

Gain on disposal of subsidiaries

Issuance of common shares for judgment debts

Changes in assets and liabilities

2 unchanged sentences

Other receivables

Advances to suppliers - third parties

Prepaid expenses and other current assets

Advances to suppliers

Prepaid expenses

Other long-term assets - deposits

3 unchanged sentences

Taxes payable

Lease liabilities

Lease liability

Judgment debt payable

Class action settlement

Accrued expenses and other current liabilities

Net cash used in operating activities

( 2,692,682 )

( 4,408,691 )

Investing Activities

Acquisition of property and equipment

Repayment from related parties

Net cash provided by investing activities

Investing Activity

Proceeds from disposal of subsidiaries, net of

Net cash provided by investing

Financing Activities

Advance from a related party

Proceeds from issuance of common shares

Payment of accrued interest related to convertible notes

Repayment of convertible notes

( 5,000,000 )

Proceeds from third parties’ loans

Repayment of third parties’ loans

Net cash provided by financing activities

Net (decrease) increase in cash

Net cash provided by financing

Net decrease in cash and restricted cash

Cash and restricted cash, beginning of year

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

Effect of changes of foreign exchange rate on cash

and restricted cash

Cash and restricted cash, end of year

3 unchanged sentences

Total cash and restricted cash, end of year

Supplemental information

Supplemental disclosure of cash flow information:

Income taxes paid

Interest paid

Non-cash transactions of operating and investing activities

Initial recognition of right-of-use assets and lease liabilities

The accompanying notes are an integral part

of these audited consolidated financial statements.

SINGULARITY FUTURE TECHNOLOGY, LTD.

Supplemental disclosure of non-cash information:

Initial recognition of right-of-use asset and lease

The accompanying

notes are an integral part of these audited consolidated financial statements.

FUTURE TECHNOLOGY, LTD.

AND AFFILIATES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF BUSINESS

CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND NATURE OF

The Company is an integrated logistics solution

8 unchanged sentences

from entry into the solar panel production and distribution business.

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

As of June 30, 2026, the Company’s subsidiaries included the

Name Background Ownership

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

● Incorporated on November 18, 2024

● No material operations

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

● Incorporated on May 21, 2025

● No material operations

Artificial Intelligence Regeneration Technology

Co., Ltd (Cayman Islands)

Islands corporation

owned by the Company

on November 18, 2024

Artificial Intelligence Regeneration Technology

Co., Ltd (BVI)

owned by the Company

on May 21, 2025

Sino-Global Shipping New York Inc.

(“SGS NY”) ● A New York corporation 100 % owned by the Company

● Incorporated on May 3, 2013

● No material operations

York corporation

owned by the Company

on May 3, 2013

Sino-Global Shipping HK Ltd.

(“SGS HK”) ● A Hong Kong corporation 100 % owned by the Company

● Incorporated on September 22, 2008

● No material operations

Kong corporation

owned by the Company

on September 22, 2008

Trans Pacific Shipping Ltd.

(“Trans Pacific Beijing”) ● A PRC limited liability company 100 % owned by the Company

● Incorporated on November 13, 2007.

● No material operations

(“Trans Pacific

limited liability company

owned by the Company

on November 13, 2007.

Trans Pacific Logistic Shanghai Ltd.

(“Trans Pacific Shanghai”) ● A PRC limited liability company 90 % owned by Trans Pacific Beijing

● Incorporated on May 31, 2009

● Primarily engaged in freight logistics services

Gorgeous Trading Ltd (“Gorgeous Trading”) ● A Texas corporation 100 % owned by SGS NY

● Incorporated on July 1, 2021

● No material operations

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”) ● A New York corporation 100 % owned by the Company

● Incorporated on September 29, 2021

● 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

Pacific Shanghai”)

limited liability company

owned by Trans Pacific Beijing

on May 31, 2009

engaged in freight logistics services

Gorgeous Trading Ltd (“Gorgeous Trading”)

owned by SGS NY

on July 1, 2021

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

York corporation

owned by the Company

on September 29, 2021

Singularity (Shenzhen) Technology Ltd.

● A Mainland China corporation 100 % owned by the Company

● Incorporated on September 4, 2023

● No material operations

In assessing the Company’s liquidity and

substantial doubt about its ability to continue as a going concern, the Company monitors and analyzes cash on-hand and operating expenditure

The Company’s liquidity needs are to meet working capital requirements and operating expense obligations.

the Company financed its operations primarily through cash generated by operating activities, issuance of common shares and loans from

third parties.

The accompanying financial statements do not include

any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

The accompanying

financial statements have been prepared on a basis, which contemplates the realization of assets and satisfaction of liabilities in the

normal course of business.

The Company recorded net losses of $ 3.3 million and $ 5.5 million and net cash used in operating activities

of $ 2.7 million and $ 4.4 million for the year ended June 30, 2025 and 2024, respectively.

The above matters raise substantial doubt about

the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

As of June 30, 2025, the Company had cash balance of $ 14.5 million.

In evaluating if there is substantial doubt about

the ability to continue as a going concern, the Company is trying to alleviate the going concern risk through (1) equity or debt financing,

and (2) reducing cash used in operating activities, to meet our anticipated working capital requirements for at least the next 12 months.

The Company may, however, need additional capital in the future to fund our further expansion.

If the Company determines that its cash

requirements exceed the amount of cash and cash equivalents it has on hand at the time, the Company may seek to issue equity or debt securities

or obtain credit facilities.

The issuance and sale of additional equity would result in further dilution to shareholders of the Company.

As a result, the Company prepared the consolidated

financial statements assuming the Company will continue as a going concern.

However, there is no assurance that the measures above can

be achieved as planned.

The consolidated financial statements do not include any adjustments that might result from the outcome of this

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

China corporation

owned by the Company

on September 4, 2023

Singularity Future Technology Virginia Inc.

Virginia corporation

owned by Artificial Intelligence Regeneration Technology Co., Ltd (BVI)

In evaluating the Company’s liquidity position

and the existence of substantial doubt about its ability to continue as a going concern, management regularly monitors and analyzes its

on-hand cash balances and contractual operating expenditure commitments.

The Company’s primary liquidity needs are to satisfy ongoing

working capital requirements and settle all current operating expense obligations.

Since inception, the Company has historically funded

its operations principally through cash generated from operating activities, issuances of common equity securities, and third-party indebtedness.

The accompanying consolidated financial statements

have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”)

have been prepared on the going concern basis, which contemplates the realization of assets and the discharge of liabilities in the ordinary

course of business.

These financial statements do not include any adjustments or reclassifications that might become necessary should

the Company be unable to continue as a going concern.

For the fiscal years ended June 30, 2026 and 2025, the Company incurred net losses

million and $ 3.3

million, respectively, and recorded net cash used in operating activities of $ 21.6

million and $ 2.7

million, respectively.

These conditions, together with the Company’s limited on-hand cash position as of June 30, 2026 of $ 57,275 ,

raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial

statements are issued.

The consolidated financial statements do not reflect any adjustments related to the eventual outcome of this uncertainty.

Subsequent to the fiscal

year ended June 30, 2026, the Company completed four separate equity financing transactions to strengthen its consolidated balance sheet

and materially expand its available operating capital base:

Regulation S Private Placement, July 6, 2026:

The Company entered into a securities purchase agreement with

accredited offshore investors for the sale of an aggregate of 5,263,158

Each unit consists of one

share of the Company’s no-par value common stock and three separate warrants.

Each warrant has an initial exercise price of $ 0.418

per share of common stock.

The offering was priced at $ 0.38

per unit, generating aggregate gross proceeds of approximately $ 2.0

million, conducted in full compliance with Regulation S under the Securities Act of 1933, as amended, with transactions executed exclusively

with non-U.S.

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-reverse-split )

of the Company’s no-par value common stock, priced at $ 13.048

per share (post-1:14-reverse-split).

This offering generated aggregate gross proceeds of approximately $ 30

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

The Company entered into the First Purchase

Agreement with certain 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, for 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

These pre-funded warrants are immediately exercisable, and will remain exercisable at any time until the entire warrant balance

is exercised in full.

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

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, for 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

These pre-funded warrants are also immediately exercisable, and will remain exercisable in full until the entire warrant balance

In performing its going concern assessment required

under ASC 205-40, management has developed and is implementing formal mitigation plans designed to alleviate the substantial doubt previously

identified as of June 30, 2026.

These plans principally consist of:

Pursuing targeted additional equity or debt financing transactions on an as-needed basis to support ongoing

Implementing operational efficiency initiatives to reduce the net cash consumed by operating activities,

with the explicit objective of covering the Company’s projected working capital and operating expense requirements for at least

the full twelve-month period following the financial statement issuance date.

Nevertheless, the Company may require incremental

capital in future periods to fund its planned business expansion.

If the Company determines that its projected cash requirements will

exceed its then-current cash and cash equivalent balances, it may elect to raise additional capital through the issuance of equity or

debt securities, or by securing new credit facilities.

Any issuance of additional equity securities would result in incremental dilution

to the existing shareholders of the Company.

Based on management’s comprehensive evaluation,

which incorporates the aggregate ~$ 38.8

million gross proceeds raised from the four completed subsequent equity financings and the planned execution of the mitigation measures

described above, management has concluded that it is probable that the Company will have sufficient liquidity to meet its obligations

as they come due within one year after the financial statements are issued, and that the previously identified substantial doubt about

the Company’s ability to continue as a going concern has been fully alleviated.

Accordingly, the accompanying consolidated financial

statements have been prepared on the going concern basis.

There can be no assurance, however, that the Company’s mitigation plans

will be executed exactly as currently contemplated.

The consolidated financial statements do not include any adjustments that might arise

from the outcome of this residual operational and financing uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING

(a) Basis of Presentation

The accompanying consolidated financial

statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”)

pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

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establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

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

Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities

available at the measurement date.

Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted

prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable,

and inputs derived from or corroborated by observable market data.

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

The carrying value of notes receivable, accounts

receivable, net, and advances to suppliers – third parties, net, approximate their fair values because of the short-term nature

of these instruments.

receivable, and advances to suppliers, approximate their fair values because of the short-term nature of these instruments.

and Assumptions

The preparation of the Company’s consolidated

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is an integral component of the financial reporting process, actual results could differ from those estimates.

(d) Translation of Foreign Currency

(d) Translation

of Foreign Currency

The accounts of the Company and its subsidiaries

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Foreign currency transactions are translated into USD using the

fixed exchange rates in effect at the time of the transaction.

Generally, foreign exchange gains and losses resulting from the settlement

of such transactions are recognized in the consolidated statements of operations.

The Company translates the foreign currency financial

statements in accordance with ASC 830-10, “Foreign Currency Matters”.

Assets and liabilities are translated at current exchange

rates quoted by the Federal Reserve at the balance sheets’ dates and revenues and expenses are translated at average exchange rates

in effect during the year.

exchange rates in effect at the time of the transaction.

Generally, foreign exchange gains and losses resulting from the settlement of

such transactions are recognized in the consolidated statements of operations.

The Company translates the foreign currency financial statements

in accordance with ASC 830-10, “Foreign Currency Matters”.

Assets and liabilities are translated at current exchange rates

quoted by the Federal Reserve at the balance sheets’ dates and revenues and expenses are translated at average exchange rates in

effect during the year.

The resulting translation adjustments are recorded as other comprehensive loss and accumulated other comprehensive

1 unchanged sentence

The exchange rates in effect as of June 30,

and 2024 were US$ 1 for RMB 7.1636 and RMB 7.2674 , respectively.

The average exchange rates for the fiscal years ended June 30, 2025, and

2024 were US$ 1 for RMB 7.2143 and RMB 7.2139 , respectively.

2026, and 2025 were US$ 1

for RMB 6.7851

and RMB 7.1636 ,

respectively.

The average exchange rates for the fiscal years ended June 30, 2026, and 2025 were US$ 1

for RMB 6.9940

and RMB 7.2143 ,

respectively.

Cash consists of cash on hand and cash in bank

which are unrestricted as to withdrawal or use.

The Company maintains cash with various financial institutions mainly in the PRC, Hong

Kong, the U.S., and Djibouti.

As of June 30, 2025 and 2024, cash balances of $ 62,773 and $ 111,133 , respectively, were maintained

at financial institutions in the PRC, of which nil and $ 27,798 of these balances are not covered by insurance as the deposit

insurance system in China only insured each depositor at one bank for a maximum of approximately $ 70,000 (RMB 500,000 ).

30, 2025 and 2024, cash balances of $ 3,119,012 and $ 3,154,774 , respectively, were maintained at U.S.

The Company maintains cash with various financial institutions mainly in the PRC, the

U.S., and Djibouti.

As of June 30, 2026 and 2025, cash balances of $ 50,230 and

respectively, were maintained at financial institutions in the PRC, of which nil and

nil of these balances are not covered by insurance as the deposit insurance system

in China only insured each depositor at one bank for a maximum of approximately $ 70,000 (RMB 500,000 ).

As of June 30, 2026, and 2025, cash balances of $ 2,100,835

and $ 3,119,012 ,

respectively, were maintained at U.S.

financial institutions, of which $ 1,833,224

$ 2,782,355 and nil of these balances are not covered by insurance, as each U.S.

account was insured by the Federal Deposit Insurance Corporation

or other programs subject to $ 250,000 limitations.

The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately

$ 64,000 ) if the bank with which an individual/a company holds its eligible deposit fails.

As of June 30, 2025 and 2024, cash balances

of $ 65,956 and $ 65,997 , respectively, were maintained at financial institutions in Hong Kong, of which $ 1,956 and nil of these balances

are not covered by insurance.

As of June 30, 2025 and 2024, a cash balance of $ 14,404,155 and $ 14,404,155 was maintained in financial

institutions in Djibouti which are uninsured.

As of June 30, 2025 and 2024, amount of deposits had been covered by insurance amounted

to $ 461,870 and $ 206,725 , respectively.

Restricted Cash

As of June 30, 2025 and 2024, the Company’s restricted cash was

approximately $ 3.12 million and approximately $ 3.09 million, respectively, of which approximately $ 3.03 million and $ 3.09 million, respectively,

was required by East West Bank to secure a letter of credit that was used to provide a guarantee to the Company’s business partner

Solarlink Group Inc.

(“Solarlink”), a North Las Vegas based advanced 3.6G photovoltaic solar panel manufacturer and solar

power service provider, for Solarlink’s rental obligations for a leased warehouse in North Las Vegas.

The term of the warehouse

lease is one year, upon the expiration of which the letter of credit will terminate unless the letter of credit is used to pay rent under

the warehouse lease.

Management believes that Solarlink’s business is very promising and hopes to actively participate in its future.

Management believes that the guarantee provided to Solarlink will not result in substantial losses to Singularity in the future.

on such expectations, the management believes its restricted cash account stated in the notes is not exposed to any significant risks.

The deposit started on November 13, 2023, last renewed on May 12, 2025, and will be matured on December 14, 2025 with an annual interest

rate of 3.996 %.

The interest proceeds generated as of June 30, 2025 and 2024 was approximately $ 0.13 million and approximately $ 0.09 million,

and $ 2,782,355

of these balances are not covered by insurance, as each U.S.

account was insured by the Federal Deposit Insurance Corporation or other

programs subject to $ 250,000 limitations.

As of June 30, 2026, and 2025, a cash balance of $ 165

and $ 14,404,155

was maintained in financial institutions in Djibouti which are uninsured.

As of June 30, 2026, and 2025, amount of deposits had been covered

by insurance amounted to $ 317,840

and $ 461,870 ,

respectively.

As of June 30, 2025, the remaining restricted cash of $ 85,712 was restricted by legal order of judgment debt.

(f) Receivables and Allowance for Credit Losses

Restricted Cash

As of June 30, 2026 and 2025, the Company’s

total restricted cash was approximately $ 2.09

million and $ 3.12

million, respectively.

The components of restricted cash are as follows:

Class action lawsuit settlement escrow :

Approximately $ 2.0

million of restricted cash has been deposited into the escrow account stipulated under the applicable settlement agreement, earmarked

for the cash settlement payment related to the Company’s outstanding class action litigation.

Letter of credit collateral :

As of June 30, 2025, approximately $ 3.0

million of restricted cash was held as collateral by East West Bank to secure a stand-by letter of credit.

This letter of credit was issued

to provide a guarantee in favor of the Company’s business partner, Solarlink Group Inc.

(“Solarlink”), a North Las Vegas-based

advanced 3.6G photovoltaic solar panel manufacturer and solar power service provider, covering Solarlink’s payment obligations under

its warehouse lease in North Las Vegas.

Restricted cash related to this letter of credit was derecognized in full in connection with the

disposal of the subsidiary New Energy Tech Limited completed on September 25, 2025, and was no longer reflected in the Company’s

consolidated financial statements for periods after that disposal date.

Judgment debt restriction :

The remaining restricted cash balances

as of June 30, 2026 and 2025, respectively, are subject to restriction pursuant to an outstanding legal order related to a judgment debt.

All restricted cash balances are excluded from

cash and cash equivalents on the consolidated balance sheets, as their withdrawal or use is contractually or legally restricted from immediate

general operating use by the Company.

(f) Receivables

and Allowance for Credit Losses

The carrying amounts of notes, accounts and other

36 unchanged sentences

balance as of

Allowance for

credit losses

receivable balance as of

Allowance for

credit losses

balance as of

Other receivables represent mainly customer advances,

7 unchanged sentences

exhaustive collection efforts.

(h) Property and Equipment, net

Property and equipment are stated at historical

cost less accumulated depreciation.

Historical cost comprises its purchase price and any directly attributable costs of bringing the assets

to its working condition and location for its intended use.

Depreciation is calculated on a straight-line basis over the following estimated

useful lives:

Buildings 20 years

Motor vehicles 3 – 10 years

Computer and office equipment 1 – 5 years

Furniture and fixtures 3 – 5 years

System software 5 years

Leasehold improvements Shorter of lease term or

Mining equipment 3 years

carrying value of a long-lived asset is considered impaired by the Company when the anticipated undiscounted cash flows from such asset

is less than its carrying value.

If impairment is identified, a loss is recognized based on the amount by which the carrying value exceeds

the fair value of the long-lived asset.

Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate

with the risk involved or based on independent appraisals.

For the years ended June 30, 2025 and 2024, no impairments were recorded.

property and equipment were disposed of as of June 30, 2025 due to being inoperable after long time usage.

(i) Revenue Recognition

The Company recognizes revenue which represents

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in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.

For the Company’s freight logistic and shipping

agency services revenue, the Company provided transportation services which included mainly shipping services.

In fiscal year 2021, the

Company also provided shipping agency and management services.

The Company derived transportation revenue from sales contracts with its

customers with revenues being recognized upon performance of services.

Sales price to the customer was fixed upon acceptance of the sales

contract and there was no separate sales rebate, discount, or other incentive.

The Company’s revenues were recognized at a

point in time after all performance obligations were satisfied.

Accordingly, the Company generally identifies

one performance obligation in its contracts, which is a series of distinct services that remain substantially the same over time and possess

the same pattern of transfer.

Revenue is recognized over the period in which services are provided under the terms of the Company’s

contractual relationships with its clients.

The transaction price is based on the amount specified

in the contract with the customer and contains fixed and variable consideration.

In general, the fixed consideration in a contract represents

cost per tonnage.

The variable consideration is comprised of transportation tonnage.

Revenue relating to variable pricing is estimated

and included in the consideration if it is probable that a significant revenue reversal will not occur in the future.

The estimate of

variable consideration is determined by the expected value or most likely amount method and factors in current, past and forecasted experience

with the customer.

Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment

Revenue for the above services is recognized on

a gross basis when the Company controls the services as it has the obligation to (i) provide all services (ii) bear any inventory risk

for warehouse services.

In addition, the Company has control to set its selling price to ensure it would generate profit for the services.

The Company’s performance obligation is

to deliver products according to contract specifications.

The Company recognizes product revenue at a point in time when the control of

products or services is transferred to customers.

To distinguish a promise to provide products from a promise to facilitate the sale from

a third party, the Company considers the guidance of control in ASC 606-10-55-37A and the indicators in 606-10-55-39.

The Company considers

this guidance in conjunction with the terms in the Company’s arrangements with both suppliers and customers.

In general, revenue is recognized on a gross basis

when the Company controls the products as it has the obligation to (i) fulfill the products delivery and custom clearance (ii) bear any

inventory risk as legal owners.

In addition, when establishing the selling prices for delivery of the resale products, the Company has

control to set its selling price to ensure it would generate profit for the products delivery arrangements.

If the Company is not responsible

for provision of product and does not bear inventory risk, the Company recorded revenue on a net basis.

Contract balances

The Company records receivables related to revenue

when the Company has an unconditional right to invoice and receive payment.

Deferred revenue consists primarily of customer

billings made in advance of performance obligations being satisfied and revenue being recognized.

Contract balance amounted to nil and

$ 66,423 for the year ended June 30, 2025 and 2024, respectively.

For the Company’s freight logistic and

shipping agency services revenue, the Company enters into contracts with customers to provide scheduled Yangtze River segment waterway

transportation services for iron ore and coal, with a fixed monthly contracted volume of 30,000

Each contract contains a single distinct performance obligation, and is negotiated bilaterally, with fixed route-specific

tariff rates explicitly defined for each origin loading port to designated unloading port pair.

No separate distinct goods or services

are promised within the scope of the transportation arrangement.

Revenue for each individual shipment is fully

recognized at the point in time when the vessel arrives at the designated unloading port, reports to the customer’s dispatch

team, and formal acknowledgment of cargo delivery is completed.

At this point, the customer obtains full physical possession, legal control,

and the significant risks and rewards of ownership of the delivered cargo, and the Company has satisfied all performance obligations under

the contract, with the unconditional right to invoice and collect the corresponding consideration for the completed voyage service, per

the metered arrival quantity confirmed through the customer’s water gauge or belt scale measurement system.

The Company concludes

that each transportation service contract contains one single distinct performance obligation:

the full completion of the contracted

cargo delivery from the agreed loading port to the customer’s specified destination terminal.

There are no separate distinct promises

for port agency, cargo handling, or insurance services, as these activities are integrated components required to fulfill the end-to-end

delivery commitment to the customer.

Under ASC 606, the Company recognizes transportation

service revenue at a point in time, rather than over time.

This determination is supported by the following assessment:

The customer does not simultaneously receive and consume economic benefits as the voyage progresses, since

no alternate third party could complete the remaining leg of the in-transit cargo voyage without re-performing a substantial portion of

the already completed transportation work

The Company does not create or enhance an asset controlled by the customer during the voyage period

No enforceable right to payment for partial completed performance exists for work in transit prior to final

cargo delivery

Revenue for each individual shipment is fully recognized only when the vessel arrives at the designated unloading

port, checks in with the customer’s dispatch team, and formal written acknowledgment of cargo delivery is completed.

At this exact

point, the customer obtains full physical possession of the cargo, takes over the significant risks and rewards of cargo ownership, and

the Company has fully satisfied all contractual performance obligations.

The recognized revenue amount is based on the verified arrival

quantity measured via the customer’s official water gauge or belt scale metering system.

The transaction price for each contract is fixed

and contractually defined, with rates set per designated port-to-port routes.

An additional fixed premium of RMB 5 per metric ton is added

to the base tariff only when the customer issues a formal written confirmation to use the Three Gorges Navigation Administration priority

passage slot for urgent material deliveries.

All tariff rates include 9 %

value-added tax, which is presented as a current tax liability on the statement of financial position and fully excluded from reported

Contract terms contain standardized short-shipment

(over-loss) adjustment provisions that create variable consideration:

For iron ore shipments, the quarterly weighted average over-loss rate exceeding 0.3% results in a corresponding

reduction of transaction price, calculated based on the customer’s actual unit purchase cost of the lost cargo.

For coal shipments, the annual weighted average over-loss rate exceeding 0.8% results in a corresponding

transaction price reduction.

The Company estimates this variable consideration at the end of each reporting period, and strictly constrains

the amount of recognized revenue to the extent that it is probable no significant reversal of cumulative recognized revenue will occur

in future periods when final over-loss measurements are confirmed.

No variable consideration reduction is applied for cargo loss caused

by qualifying force majeure events.

Since all transportation contracts contain only

one single distinct performance obligation, the entire transaction price is allocated directly to this delivery performance obligation.

No relative standalone selling price allocation across multiple promised goods or services is required.

The Company elects the ASC 606 permitted practical

expedient to expense all incremental costs of obtaining a contract immediately when incurred, as the expected amortization period for

these costs is 12 months or less.

Vessel operating expenses, port dues, mandatory cargo insurance premiums, and crew related costs are

recognized in transportation operating expense as incurred, in alignment with the point-in-time revenue recognition for the corresponding

completed shipments.

A trade receivable is recorded in the statement

of financial position on the date of successful cargo delivery, as this is the date the Company obtains an unconditional legal right to

invoice and collect the full contracted consideration from the customer.

Standard contractual payment terms require the customer to settle

the valid submitted invoice within 30 days of receipt, with 50% of consideration paid via bank acceptance draft and 50% via commercial

note or irrevocable letter of credit.

No significant financing component exists within these standard contract payment terms.

The Company’s disaggregated revenue streams

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Freight logistic services

Disaggregated information of revenues by geographic locations is as

Disaggregated information of revenues by geographic location is as

For the Years Ended

Total revenue

(j) Cost of revenues

Cost of revenues consist of costs directly attributable

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assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using an incremental

borrowing rate of 7 % based on the duration of lease terms.

borrowing rate of 10.74 %

based on the duration of lease terms.

Operating lease ROU assets and lease liabilities

27 unchanged sentences

asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.

Because the Company and its subsidiaries and Sino-China

were incorporated in different jurisdictions, they file separate income tax returns.

The Company uses the asset and liability method of

accounting for income taxes in accordance with U.S.

Deferred taxes, if any, are recognized for the future tax consequences of temporary

differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements.

allowance is provided against deferred tax assets if it is more likely than not that the asset will not be utilized in the future.

The Company recognizes the tax benefit from an

uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,

Because the Company and its subsidiaries and

Sino-China were incorporated in different jurisdictions, they file separate income tax returns.

The Company uses the asset and liability

method of accounting for income taxes in accordance with U.S.

Deferred taxes, if any, are recognized for the future tax consequences

of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements.

A valuation allowance is provided against deferred tax assets if it is more likely than not that the asset will not be utilized in the

The Company recognizes the tax benefit from

an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities,

based on the technical merits of the position.

1 unchanged sentence

as income tax expense.

The Company had no uncertain tax positions as of June 30, 2025 and 2024.

The Company had no

uncertain tax positions as of June 30, 2026 and 2025.

Income tax returns for the years prior to 2020

4 unchanged sentences

on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC GAAP”) at 25 %.

incorporated in the PRC are subject to the Enterprise Income Tax Laws of the PRC.

PRC Value Added Taxes and Surcharges

Subsidiaries incorporated in the PRC are subject to the Enterprise Income Tax Laws of the PRC.

Added Taxes and Surcharges

The Company is subject to value added tax (“VAT”).

Revenue from services provided by the Company’s PRC subsidiaries are subject to VAT at rates ranging from 9 % to 13 %.

that are VAT general taxpayers are allowed to offset qualified VAT paid to suppliers against their VAT liability.

Net VAT liability is

recorded in taxes payable on the consolidated balance sheets.

In addition, under the PRC regulations, the Company’s

PRC subsidiaries are required to pay city construction tax ( 7 %) and education surcharges ( 3 %) based on the net VAT payments.

(m) Earnings (loss) per Share

Basic earnings (loss) per share are computed by

dividing net income (loss) attributable to holders of common stock of the Company by the weighted average number of shares of common stock

of the Company outstanding during the applicable period.

Diluted earnings (loss) per share reflect the potential dilution that could occur

if securities or other contracts to issue common stock of the Company were exercised or converted into common stock of the Company.

stock equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive.

Revenue from services provided by the Company’s PRC subsidiaries are subject to VAT at rates ranging from 9 %

Entities that are VAT general taxpayers are allowed to offset qualified VAT paid to suppliers against their VAT liability.

Net VAT liability

is recorded in taxes payable on the consolidated balance sheets.

In addition, under the PRC regulations, the

Company’s PRC subsidiaries are required to pay city construction tax ( 7 %)

and education surcharges ( 3 %)

based on the net VAT payments.

(loss) per Share

Basic earnings (loss) per share are computed

by dividing net income (loss) attributable to holders of common stock of the Company by the weighted average number of shares of common

stock of the Company outstanding during the applicable period.

Diluted earnings (loss) per share reflect the potential dilution that could

occur if securities or other contracts to issue common stock of the Company were exercised or converted into common stock of the Company.

Common stock equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive.

For the years ended June 30, 2026 and 2025, there

was no dilutive effect of potential shares of common stock of the Company because the Company generated net loss.

(n) Comprehensive Income (Loss)

(m) Comprehensive

Income (Loss)

The Company reports comprehensive income (loss)

5 unchanged sentences

dollar as its functional currencies.

(o) Segment reporting

An operating segment is a component of the Company

that engages in business activities from which it may earn revenue and incur expenses and is identified on the basis of the internal financial

reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources

and assess performance of the segment.

An operating segment is defined as a distinct component of the Company

that engages in business activities from which it may earn revenue and incur expenses, for which discrete internal financial information

is regularly produced.

Internal segment financial information must be routinely measured by the Company’s management and presented

to the chief operating decision maker as part of formal, recurring performance review and resource allocation cycles to qualify as a reportable

unit under U.S.

In accordance with ASC 280, Segment Reporting ,

operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated

regularly by the chief operating decision maker (“CODM”), or decision-making Company, in deciding how to allocate resources

and in assessing performance.

The Company uses the “management approach” in determining reportable operating segments.

management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making

operating decisions and assessing performance as the source for determining the Company’s reportable segments.

The Company’s

CODM has been identified as the chief executive officer (the “CEO”), who reviews combined results when making decisions about

allocating resources and assessing performance of the Company.

The Company has determined that there is only one reportable operating

segment, i.e.

freight logistics services.

For the fiscal 2025, the Company generated all of its revenue in PRC, and no geographical segment

is presented.

(p) Risks and Uncertainties

as updated by ASU 2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , the Company strictly

applies the management approach to identify and evaluate its reportable operating segments.

Under this framework, all reportable

segments are fully aligned with the Company’s formal organizational structure and the standardized internal financial reporting

packages that are regularly compiled, distributed, and reviewed by the chief operating decision maker (“CODM”) for the explicit,

primary purposes of allocating capital and operating resources to business activities, and assessing the ongoing financial performance

of the Company’s operations.

Company has designated its full-time Chief Executive Officer (CEO) as the CODM, consistent

with the SEC and U.S.

GAAP definition of the individual who holds ultimate responsibility for operational resource allocation and performance

assessment decisions.

The CEO reviews complete, consolidated company-wide operating results on a recurring basis as the exclusive basis

for making resource allocation decisions and evaluating overall business performance, and does not manage, govern, or make operational

decisions using disaggregated financial information for multiple separate operating segments.

There are no segment heads,

regional operational management teams, or separate business unit leaders that report segment-specific financial performance directly to

the CODM outside of the consolidated enterprise-wide reporting package.

As a result, management has performed a formal, documented assessment

of ASC 280 criteria and concluded that the Company operates under one

single reportable operating segment, focused on providing freight logistics services.

For the fiscal years ended June 30, 2026 and

of the Company’s revenue was generated within the People’s Republic of China.

No separate geographic segment disclosure is

presented, as all of the Company’s operations are concentrated in this single jurisdiction.

(o) Risks and

Uncertainties

The Company’s business, financial position

8 unchanged sentences

anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Related parties

Parties, which can be a corporation or individuals,

3 unchanged sentences

subject to common control or common significant influence.

(r) Recent Accounting Pronouncements

(q) Commitments and contingencies

The Company follows ASC 440 & ASC 450, subtopic

450-20 of the FASB Accounting Standards Codification to report accounting for contingencies and commitments respectively.

Certain conditions

may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved

when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities,

and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are

pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any

legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates

that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability

would be accrued in the Company’s financial statements.

If the assessment indicates that a potentially material loss contingency

is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an

estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally

not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Management does not believe, based upon

information available at this time, that these matters will have a material adverse effect on the Company’s audited consolidated

financial position, results of operations or cash flows.

However, there is no assurance that such matters will not materially and adversely

affect the Company’s business, financial position, and results of operations or cash flows.

(r) Recent Accounting

Pronouncements

Recent accounting pronouncements

The Company considers the applicability and impact

Management periodically reviews new accounting standards that are issued.

In November 2024, the

FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement

Expenses , which requires that public business entities disclose additional information about specific expense categories in the

notes to financial statements at interim and annual reporting periods.

This ASU is effective for fiscal years beginning after

December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

This ASU may be

applied either on a prospective or retrospective basis.

We are currently evaluating the impact of this standard on our

In November 2024, the FASB

issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible

Debt Instruments , which clarifies the requirements for determining whether certain settlements of convertible debt instruments should

be accounted for as an induced conversion.

This ASU is effective for fiscal years beginning after December 15, 2025 and interim

reporting periods within those annual reporting periods, with early adoption permitted.

We are currently evaluating the impact of this

standard on our disclosures.

In November 2024, the FASB issued ASU 2024-03, Expense

Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires that public business entities

disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting

This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning

after December 15, 2027.

This ASU may be applied either on a prospective or retrospective basis.

We are currently evaluating

the impact of this standard on our disclosures.

In January 2025, the FASB issued ASU 2025-01,

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40) ,which clarifies

that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and

interim periods within annual reporting periods beginning after December 15, 2027.

Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40),which clarifies that

all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim

periods within annual reporting periods beginning after December 15, 2027.

Early adoption of Update 2024-03 is permitted.

In May 2025, the FASB issued

ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810), Determining the Accounting Acquirer in the Acquisition

of a Variable Interest Entity, which revised current guidance for determining the accounting acquirer for a transaction effected primarily

by exchanging equity interests in which the legal acquiree is a VIE that meets the definition of a business.

The amendments require that

an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition

transactions.

The amendments in this Update require an entity involved in an acquisition transaction effected primarily by exchanging

equity interests when the legal acquiree is a VIE that meets the definition of a business to consider the factors in paragraphs 805-10-55-12

through 55-15 to determine which entity is the accounting acquirer.

The amendments in this Update are effective for all entities for annual

reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.

The amendments

in this Update require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial

application date.

Early adoption is permitted as of the beginning of an interim or annual reporting period.

May 2025, the FASB issued ASU 2025-04, Compensation – Stock

Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Clarifications to Share-Based Consideration Payable to

a Customer , which revised the Master Glossary definition of the term

performance condition for share-based consideration payable to a customer.

The revised definition incorporates conditions (such as vesting

conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services

from the grantor (including over a specified period of time).

The revised definition also incorporates performance targets based on purchases

made by other parties that purchase the grantor’s goods or services from the grantor’s customers.

The revised definition of

the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or services

to be used or consumed in the grantor’s own operations.

Although it is expected that entities will conclude that fewer awards contain

service conditions, for those that are determined to have service conditions, the amendments in this Update eliminate the policy election

permitting a grantor to account for forfeitures as they occur.

Therefore, when measuring share-based consideration payable to a customer

that has a service condition, the grantor is required to estimate the number of forfeitures expected to occur.

Separate policy elections

for forfeitures remain available for share-based payment awards with service conditions granted to employees and nonemployees in exchange

for goods or services to be used or consumed in the grantor’s own operations.

The amendments in this Update clarify that share-based

consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of

goods or services to the grantor.

Finally, the amendments in this Update clarify that a grantor should not apply the guidance in Topic

606 on constraining estimates of variable consideration to share-based consideration payable to a customer.

Therefore, a grantor is required

to assess the probability that an award will vest using only the guidance in Topic 718.

Collectively, these changes improve the decision

usefulness of a grantor’s financial statements, improve the operability of the guidance, and reduce diversity in practice for accounting

for share-based consideration payable to a customer.

Under the amendments in this Update, revenue recognition will no longer be delayed

when an entity grants awards that are not expected to vest.

This is expected to result in estimates of the transaction price that better

reflect the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services

to a customer and, therefore, more decision-useful financial reporting.

In May 2025, the FASB issued ASU 2025-04, Compensation

– Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Clarifications to Share-Based Consideration

Payable to a Customer, which revised the Master Glossary definition of the term performance condition for share-based consideration payable

to a customer.

The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount

of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time).

The revised definition also incorporates performance targets based on purchases made by other parties that purchase the grantor’s

goods or services from the grantor’s customers.

The revised definition of the term performance condition cannot be applied by analogy

to awards granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations.

Although it is expected that entities will conclude that fewer awards contain service conditions, for those that are determined to have

service conditions, the amendments in this Update eliminate the policy election permitting a grantor to account for forfeitures as they

Therefore, when measuring share-based consideration payable to a customer that has a service condition, the grantor is required

to estimate the number of forfeitures expected to occur.

Separate policy elections for forfeitures remain available for share-based payment

awards with service conditions granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s

own operations.

The amendments in this Update clarify that share-based consideration encompasses the same instruments as share-based payment

arrangements, but the grantee does not need to be a supplier of goods or services to the grantor.

Finally, the amendments in this Update

clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration

payable to a customer.

Therefore, a grantor is required to assess the probability that an award will vest using only the guidance in Topic

Collectively, these changes improve the decision usefulness of a grantor’s financial statements, improve the operability of

the guidance, and reduce diversity in practice for accounting for share-based consideration payable to a customer.

Under the amendments

in this Update, revenue recognition will no longer be delayed when an entity grants awards that are not expected to vest.

This is expected

to result in estimates of the transaction price that better reflect the amount of consideration to which an entity expects to be entitled

in exchange for transferring promised goods or services to a customer and, therefore, more decision-useful financial reporting.

The amendments in this Update are effective for

18 unchanged sentences

condition or performance condition as of the beginning of the annual reporting period of adoption for all prior-period estimates.

In July 2025, the FASB issued

ASU 2025-05, “Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and

Contract Assets (ASU 2025-05)”, simplifies credit loss calculations by introducing a practical expedient (available to all entities)

that allows entities to assume current conditions won’t change over an asset’s life, removing the need for complex macroeconomic

Additionally, a new accounting policy election (for non-public business entities) allows these entities to consider post-balance

sheet collection activity to estimate expected credit losses.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.

Early adoptions is permitted.

The Company’s management does not believe the adoption of ASU 2025-05 will have a material impact

on its financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06,

“Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for

Internal-Use Software”, the amendments in this Update remove all references to prescriptive and sequential software development

stages (referred to as “project stages”) throughout Subtopic 350-40.

Therefore, an entity is required to start capitalizing

software costs when both of the following occur:

Management has authorized and committed to funding the software project.

probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete

recognition threshold”).

In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether

there is significant uncertainty associated with the development activities of the software (referred to as “significant development

uncertainty”).

The two factors to consider in determining whether there is significant development uncertainty are whether:

software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related

to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing.

has determined what it needs the software to do (for example, functions or features), including whether the entity has identified or continues

to substantially revise the software’s significant performance requirements.

The amendments in this Update specify that the disclosures

in Subtopic 360- 10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless

of how those costs are presented in the financial statements.

Additionally, the amendments clarify that the intangibles disclosures in

paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use software costs.

Furthermore, the amendments in this

Update supersede the website development costs guidance and incorporate the recognition requirements for website-specific development

costs from Subtopic 350-50 into Subtopic 350-40.

4 within those annual reporting periods.

Early adoption is permitted as of the beginning

of an annual reporting period.

The amendments in this Update permit an entity to apply the new guidance using any of the following transition

A prospective transition approach 2.

A modified transition approach that is based on the status of the project and whether

software costs were capitalized before the date of adoption 3.

A retrospective transition approach.

Under a prospective transition approach,

an entity should apply the amendments in this Update to new software costs incurred as of the beginning of the period of adoption for

all projects, including in-process projects.

Under a modified transition approach, an entity should apply the amendments in this Update

on a prospective basis to new software costs incurred (for all projects, including costs incurred for in-process projects), except for

in-process projects that, as of the date of adoption, the entity determines do not meet the capitalization requirements under the amendments

but meet the capitalization requirements under current guidance.

For those in-process projects, an entity should derecognize any capitalized

costs through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or

net assets in the statement of financial position) as of the date of adoption.

Under a retrospective transition approach, an entity should

recast comparative periods and recognize a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate

components of equity or net assets in the statement of financial position) as of the beginning of the first period presented.

In September 2025, the FASB issued ASU 2025-07,

“Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) - Derivatives Scope Refinements and Scope

Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”, the amendments in this Update exclude

from derivative accounting nonexchange-traded contracts with underlyings that are based on operations or activities specific to one of

the parties to the contract.

However, this scope exception does not apply to (1) variables based on a market rate, market price, or market

index, (2) variables based on the price or performance of a financial asset or financial liability of one of the parties to the contract,

(3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic 815-40, Derivatives

and Hedging—Contracts in Entity’s Own Equity, and (4) call options and put options on debt instruments.

The amendments in

this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods

within those annual reporting periods.

Early adoption is permitted.

An entity is permitted to apply the amendments in this Update either

(1) prospectively to new contracts entered into on or after the date of adoption or (2) on a modified retrospective basis through a cumulative-effect

adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing

as of the beginning of the annual reporting period of adoption.

If an entity applies the modified retrospective transition method described

in the preceding paragraph, upon adoption the entity may elect on an instrument-by-instrument basis to (1) measure contracts previously

accounted for as derivatives that are no longer accounted for as derivatives in their entirety under the amendments in this Update at

fair value with changes in fair value recognized in earnings and (2) stop applying the fair value option for contracts that contained

embedded features that otherwise would have been bifurcated but are no longer accounted for as derivatives under the amendments in this

The amendments in this Update clarify that an

entity should apply the guidance in Topic 606, including the guidance on noncash consideration in paragraphs 606-10-32-21 through 32-24,

to a contract with share-based noncash consideration (for example, shares, share options, or other equity instruments) from a customer

for the transfer of goods or services.

The guidance in other Topics (including Topic 815 on derivatives and hedging and Topic 321 on equity

securities) does not apply to share-based noncash consideration from a customer for the transfer of goods or services unless and until

the entity’s right to receive or retain the share-based noncash consideration is unconditional under Topic 606.

The amendments in

this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods

within those annual reporting periods.

Early adoption is permitted.

An entity is permitted to apply the amendments in this Update either

(1) prospectively to new contracts entered into on or after the date of adoption, including modified contracts accounted for as separate

contracts in accordance with paragraph 606-10-25-12, or (2) on a modified retrospective basis through a cumulative-effect adjustment to

the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing as of the

beginning of the annual reporting period of adoption.

In November 2025, the FASB issued ASU 2025-08,

“Financial Instruments—Credit Losses (Topic 326) Purchased Loans”, the amendments in this update expand the population

of acquired financial assets subject to the gross-up approach in Topic 326.

In accordance with the amendments in this Update, loans (excluding

credit cards) acquired without credit deterioration and deemed “seasoned” (defined below) are purchased seasoned loans and

accounted for using the gross-up approach at acquisition.

Specifically, after an entity determines that a loan is a non-PCD asset based

on its assessment of credit deterioration experienced since origination, the entity should apply the guidance described in the amendments

to determine whether the loan is seasoned and, therefore, should be accounted for using the gross-up approach.

All non-PCD loans (excluding

credit cards) that are acquired in a business combination are deemed seasoned.

Other non-PCD loans (excluding credit cards) are seasoned

if they were purchased at least 90 days after origination and the acquirer was not involved in the origination of the loans.

The amendments

in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods

within those annual reporting periods.

The amendments in this Update should be applied prospectively to loans that are acquired on or

after the initial application date.

Early adoption is permitted in an interim or annual reporting period in which financial statements

have not yet been issued or made available for issuance.

If an entity adopts the amendments in an interim reporting period, it should

apply the amendments as of the beginning of that interim reporting period or the beginning of the annual reporting period that includes

that interim reporting period.

In November 2025, the FASB issued ASU 2025-09,

“Derivatives and Hedging (Topic 815) Hedge Accounting Improvements”, Issue 1:

Similar Risk Assessment for Cash Flow Hedges

- the amendments in this Update expand the hedged risks permitted to be aggregated in a group of individual forecasted transactions in

a cash flow hedge by changing the requirement to designate a group of individual forecasted transactions from having a shared risk exposure

to having a similar risk exposure.

Entities are required to assess risk similarity both at hedge inception and on an ongoing basis.

amendments also clarify that a group of individual forecasted transactions can be considered to have a similar risk exposure if the derivative

used as the hedging instrument is highly effective against each hedged risk in the group.

In addition, in some cases, entities are permitted

to perform an ongoing qualitative assessment of whether a group of individual forecasted transactions has a similar risk exposure.

amendments in this Update improve GAAP by expanding the hedged risks permitted to be aggregated in a group of individual forecasted transactions,

thereby enabling entities to apply hedge accounting to potentially broader portfolios of forecasted transactions.

Entities that aggregate

larger groups of individual forecasted transactions in accordance with the amendments can achieve hedge accounting in a more efficient,

cost-effective manner while reducing the risk of missed forecasts for highly effective economic hedges.

Furthermore, the amendments improve

operability and foster consistent application of the similar risk assessment.

Therefore, an entity’s financial statements can provide

more relevant information to investors about the entity’s risk management activities related to cash flow hedges of groups of forecasted

transactions.

4 The amendments in this Update improve GAAP because the application of hedge accounting will not be limited by whether

the execution of the nonfinancial purchase or sale transaction is in the spot or forward market.

Relative to current GAAP, which limits

designation of nonfinancial components to those that are contractually specified, a model based on the clearly-and-closely-related criteria

permits hedge accounting for eligible components of forecasted spot-market transactions, forward-market transactions, and subcomponents

of explicitly referenced components in an agreement’s pricing formula.

Furthermore, the amendments also may enable entities to reduce

missed forecasts for highly effective economic hedges, more closely aligning hedge accounting with the economics of entities’ risk

management activities.

The amendments in this Update also clarify that entities may designate a variable price component in a contract

that is accounted for as a derivative as the hedged risk if all other hedge criteria are satisfied.

That clarification improves GAAP because

it resolves diversity in practice about whether hedge accounting may be applied in those situations and allows hedge accounting to be

applied to highly effective economic hedges.

Net Written Options as Hedging Instruments The amendments in this Update on the

use of net written options as hedging instruments improve GAAP by updating the hedge accounting guidance to accommodate differences in

the loan and swap markets that developed after the cessation of the London Interbank Offered Rate.

Specifically, the amendments in this

Update eliminate the requirement to apply the net written option test to a compound derivative comprising a swap and a written option

designated as the hedging instrument in a cash flow hedge or a fair value hedge of interest rate risk.

Foreign-Currency-Denominated

Debt Instrument as Hedging Instrument and Hedged Item (Dual Hedge) The amendments in this Update eliminate the recognition and presentation

mismatch related to a dual hedge strategy (that is, a hedge for which a foreign currency-denominated debt instrument is both designated

as the hedging instrument in a net investment hedge and designated as the hedged item in a fair value hedge of interest rate risk).

amendments require that an entity exclude the debt instrument’s fair value hedge basis adjustment from the net 5 investment hedge

effectiveness assessment.

As a result, an entity immediately recognizes in earnings the gains and losses from the remeasurement of the

debt instrument’s fair value hedge basis adjustment at the spot exchange rate.

Entities are prohibited from applying this guidance

by analogy to other circumstances.

The amendments in this Update improve GAAP by enabling entities that utilize dual hedging strategies

to reflect the economic offset of changes attributable to both interest rate risk and foreign exchange risk.

For public business entities,

the amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within

those annual reporting periods.

For entities other than public business entities, the amendments are effective for annual reporting periods

beginning after December 15, 2027, and interim periods within those annual reporting periods.

Early adoption is permitted on any date

on or after the issuance of this Update.

Entities should apply the amendments in this Update on a prospective basis for all hedging relationships.

An entity may elect to adopt the amendments in this Update for hedging relationships that exist as of the date of adoption.

Upon adoption

of the amendments in this Update, entities are permitted to modify certain critical terms of certain existing hedging relationships without

dedesignating the hedge.

In December 2025, the FASB issued ASU 2025-10,

“Government Grants (Topic 832) Accounting for Government Grants Received by Business Entities”, The amendments in this Update

establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset

and (2) a grant related to income.

A grant related to an asset is a government grant, or part of a government grant, that is conditioned

on the purchase, construction, or acquisition of an asset (for example, a long-lived asset or inventory).

A grant related to income is

a government grant, or part of a government grant, other than a grant related to an asset (for example, a grant that reimburses a business

entity for operating expenses).

The amendments in this Update require that a government grant received by a business entity should not

be recognized until:

It is probable that (a) a business entity will comply with the conditions attached to the grant and (b) the grant

will be received.

A business entity meets the recognition guidance for a grant related to an asset or a grant related to income.

The amendments in this Update require that a grant related to an asset be recognized on the balance sheet as a business entity incurs

the related costs for which the grant is intended to compensate, either as:

Deferred income (the deferred income approach) 2.

An adjustment

to the cost basis in determining the carrying amount of the asset (the cost accumulation approach).

A grant related to income and a grant

related to an asset for which the deferred income approach is elected should be recognized in earnings on a systematic and rational basis

over the periods in which a business entity recognizes as expenses the costs for which the grant is intended to compensate.

When a business

entity elects the cost accumulation approach for a grant related to an asset, there is no separate subsequent recognition of the government

grant proceeds in earnings.

The carrying amount of the asset that reflects the government grant proceeds would be used to determine depreciation

or other subsequent accounting for that asset.

The amendments in this Update require that a business entity present a grant related to

income and a grant related to an asset for which the deferred income approach is elected as part of earnings either (1) separately under

a general heading such as other income or (2) deducted from the related expense.

In addition, the amendments in this Update require, consistent

with current disclosure requirements, that a business entity provide disclosures, including the nature of the government grant received,

the accounting policies used to account for the grant, and significant terms and conditions of the grant.

5 Under a modified prospective

approach, prior-period results should not be restated and there is no cumulative-effect adjustment.

A modified retrospective approach

Government grants that are entered into on or after the beginning of the earliest period presented b.

Government grants that

are not complete as of the beginning of the earliest period presented.

A government grant is complete when substantially all of the government

grant proceeds have been recognized before the beginning of the earliest period presented.

Under a modified retrospective approach, all

prior period results should be restated for government grants that are not complete as of the beginning of the earliest period presented

through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented.

A retrospective approach to all government grants through a cumulative effect adjustment to the opening balance of retained earnings

as of the beginning of the earliest period presented.

In December 2025, the FASB issued ASU 2025-11,

“Interim Reporting (Topic 270) Narrow-Scope Improvements”, the amendments in this Update clarify interim disclosure requirements

and the applicability of Topic 270.

The amendments in this Update result in a comprehensive list of interim disclosures that are required

In developing the list of disclosures required by other Topics, the Board focused on identifying the interim disclosures that

are currently required under GAAP.

The objective of the amendments is to provide clarity about the current requirements, rather than evaluate

whether to expand or reduce interim disclosure requirements.

The amendments in this Update also include a disclosure principle that requires

entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The intent of

the disclosure principle, which is modeled after a previous SEC disclosure requirement, is to help entities determine whether disclosures

not specified in Topic 270 should be provided in interim reporting periods.

The amendments in this Update also clarify the applicability

of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP.

expects that these clarifications will enhance consistency in interim reporting for all entities.

The Board considers the amendments in

this Update to be necessary to reflect the development of interim reporting over time.

The amendments in this Update are effective for

interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim

reporting periods within annual reporting 3 periods beginning after December 15, 2028, for entities other than public business entities.

Early adoption is permitted for all entities.

The amendments in this Update can be applied either (1) prospectively or (2) retrospectively

to any or all prior periods presented in the financial statements.

In December 2025, the FASB issued ASU 2025-12,

“Codification Improvements”, thirty-three issues are addressed in this Update.

Generally, the amendments in this Update are

not intended to result in significant changes for most entities.

However, the Board recognizes that changes to guidance may result in

accounting changes for some entities.

Therefore, the Board is providing transition guidance for the amendments.

The amendments in this

Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within

those annual reporting periods.

12 Early adoption is permitted in both interim and annual reporting periods in which financial statements

have not yet been issued or made available for issuance.

If an entity adopts the amendments in this Update in an interim period, it must

adopt them as of the beginning of the annual reporting period that includes that interim reporting period.

An entity may elect to early

adopt the amendments on an issue-by-issue basis.

For example, an entity may decide to early adopt certain amendments and adopt the remaining

amendments at the effective date.

An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings

Per Share, related to Issue 4) using one of the following transition methods:

Prospectively to all transactions recognized on or after

the date that the entity first applies the amendments 2.

Retrospectively to the beginning of the earliest comparative period presented.

An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement

of financial position) as of the beginning of the earliest comparative period presented.

An entity may elect the transition method on

an issue-by-issue basis.

For example, it may apply certain amendments prospectively while applying others retrospectively.

For the amendments

in this Update to Topic 260 (that is, Issue 4), an entity should apply the amendments retrospectively to each prior reporting period presented

in the period of adoption.

In April, the FASB issued ASU 2026-01, Equity

(Topic 505) Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock.

The amendments in this Update require

that PIK dividends on equity-classified preferred stock be initially measured on the basis of the PIK dividend rate stated in the preferred

stock agreement.

For example, if the preferred stock agreement specifies that PIK dividends are calculated by multiplying the PIK dividend

rate by the liquidation value of the preferred stock outstanding, an entity should initially measure the PIK dividend at that amount.

The liquidation value (or liquidation preference) of the preferred stock is typically defined by the preferred stock agreement and specifies

the value of the preferred stock upon the occurrence of a liquidation event (such as the entity becoming insolvent).

When preferred stock

is not issued at a discount or premium, the liquidation value upon initial issuance is typically the same as the original issuance price

of the preferred stock.

The amendments in this Update improve GAAP by providing authoritative guidance for the initial measurement of

PIK dividends on equity-classified preferred stock.

Specifically, the amendments improve the decision usefulness of the financial reporting

information provided to investors by (1) enhancing the comparability of financial information reported among entities that issue PIK dividends

on equity-classified preferred stock and (2) providing additional information about the liquidation value of the preferred stock, which

helps investors to understand the amount and preference of relative claims on an entity.

The amendments also provide clear, cost-effective

guidance that will reduce complexity.

The amendments in this Update are effective for all entities for annual reporting periods beginning

after December 15, 2026, and interim reporting periods within those annual reporting periods.

Early adoption is permitted in an interim

or annual reporting period in which financial statements have not yet been issued or made available for issuance.

An entity adopting the

amendments in an interim reporting period should apply them as of the beginning of the annual reporting period that includes that interim

reporting period.

An entity is permitted to apply the amendments in this Update either (1) on a prospective basis or (2) on a modified

retrospective basis for equity-classified preferred stock instruments that are outstanding as of the initial application date.

prospective transition approach, an issuer should apply the amendments in this Update to PIK dividends recognized on equity-classified

preferred stock instruments on or after the initial application date.

Under the modified retrospective transition approach, an issuer

should recast prior reporting periods presented and recognize a cumulative-effect adjustment to equity as of the beginning of the earliest

period presented related to previously issued PIK dividends recognized on equity-classified preferred stock that is outstanding as of

the initial application date.

In May 2026, the FASB issued ASU 2026-02, Environmental

Credits and Environmental Credit Obligations (Topic 818).

The amendments in this Update apply to all entities and affect entities that:

Buy or receive transferable environmental credits and use those credits:

To settle environmental credit obligations arising from

regulatory compliance programs b.

To transfer in an exchange transaction c.

In a nonreciprocal transfer (for example, to distribute to

an investor) d.

To meet voluntary environmental initiatives, such as carbon neutral or net zero initiatives.

Generate environmental

Have enforceable obligations resulting from regulatory compliance programs represented to prevent, control, reduce, or remove

emissions or other pollution that may be settled with environmental credits.

The amendments in this Update improve GAAP by providing specific

authoritative guidance for environmental credits and environmental credit obligations.

Environmental Credits Broadly, environmental credits

as defined by the amendments in this Update are enforceable rights represented to prevent, control, reduce, or remove emissions or other

pollution that are separately transferable in an exchange transaction.

Entities can acquire environmental credits in an exchange transaction,

receive environmental credits through a grant from a regulator or its designee(s) as part of a regulatory compliance program, internally

generate environmental credits, or receive environmental credits in a nonreciprocal transfer that is not a grant from a regulator or its

Recognition and Measurement An entity is required to recognize an environmental credit as an asset when it is probable that

the environmental credit will be (1) used to settle an environmental credit obligation, (2) transferred in an exchange transaction, or

(3) used in a nonreciprocal transfer.

An entity is required to recognize costs to obtain all other environmental credits as an expense

when incurred (for example, environmental credits acquired to satisfy a voluntary net zero emission initiative).

Environmental credits

received through a grant from a regulator or internally generated by an entity initially should be measured at the amount of transaction

costs incurred to obtain those environmental credits, if any.

Environmental credits that are obtained in a transaction initially measured

in accordance with a Topic other than Topic 818 should follow the requirements of that Topic.

All other environmental credits should be

initially measured at cost in accordance with the guidance on asset acquisitions in Subtopic 805-50, Business Combinations—Related

At each reporting date, an entity is required to subsequently measure its environmental credits recognized as assets considering

its intended use of those environmental credits.

Specifically:

Compliance environmental credits.

Environmental credits that an entity

is probable of using to settle an environmental credit obligation should be subsequently measured at cost and not tested for impairment

at each reporting date.

Noncompliance environmental credits.

All other environmental credits owned by an entity should be subsequently

measured at cost, less impairment losses, if any.

Noncompliance environmental credits should be tested for impairment at each reporting

Impairment expense should be recognized when the carrying value of a noncompliance environmental credit exceeds its fair value,

measured as the excess of the carrying value over fair value.

Subsequent reversal of a previously recognized impairment loss is prohibited.

Additionally, an entity is permitted to elect an accounting policy to measure eligible classes of noncompliance environmental credits

at fair value, with subsequent changes recognized in earnings.

Presentation An entity is required to present its compliance environmental

credit assets separately from its environmental credit obligation liabilities on the balance sheet.

Disclosure An entity is required to

disclose in annual reporting periods qualitative information about how it obtained and intends to use its environmental credits, the accounting

policies used to account for environmental credits, and significant estimates and judgments used in applying the guidance.

An entity also

is required to disclose in annual reporting periods the current and noncurrent amounts of compliance environmental credits and noncompliance

environmental credits (if not separately presented on a classified balance sheet), the total expense for voluntary environmental credits,

and the total impairment expense.

If an entity changes its use, or intended use,

of its environmental credits, it is required for annual reporting periods to disclose the nature of that change as of the date that it

occurs and the related effect on earnings on that date, if any.

Environmental Credit Obligations Environmental credit obligations as defined

by the amendments in this Update are enforceable obligations resulting from regulatory compliance programs represented to prevent, control,

reduce, or remove emissions or other pollution that may be settled with environmental credits.

As a result, voluntary initiatives and

similar statements of intent do not constitute an environmental credit obligation.

Recognition and Measurement An entity is required to

recognize an environmental credit obligation liability when events (for example, emissions) occurring on or before the reporting date

result in an environmental credit obligation.

In determining whether a liability should be recognized, the amendments in this Update require

that an entity assume that the reporting date is the end of the compliance period regardless of whether the compliance period ends on

An entity is required to initially and subsequently measure an environmental credit obligation liability at each reporting

date using the carrying amount of the compliance environmental credits that the entity holds and expects to use to settle that obligation

at the reporting date (referred to as the funded portion of the liability).

If an entity has insufficient compliance environmental credits

at the reporting date to satisfy the liability, that unfunded portion should be initially and subsequently measured at the fair value

of the environmental credits necessary to settle the unfunded portion at the reporting date, with certain exceptions.

An environmental

credit obligation liability should be derecognized when an entity remits the necessary environmental credits to a regulator.

An entity is required to disclose in annual reporting periods all of the following about regulatory compliance programs that result in

the entity’s environmental credit obligation liabilities:

The activities or events that result in environmental credit obligation

liabilities under those programs, including the nature and timing of settlement provisions 2.

The accounting policies used to account

for the environmental credit obligations 3.

How the unfunded portion of an environmental credit obligation liability is measured 4.

estimates and judgments used in applying the guidance.

An entity also is required to disclose in annual reporting periods:

and noncurrent amounts of the funded and unfunded portions of environmental credit obligation liabilities (if not separately presented

on a classified balance sheet) 2.

Total expense related to environmental credit obligation liabilities 3.

Total costs associated with

environmental credit obligation liabilities that are capitalized in the carrying amount of another asset during the reporting period in

accordance with another Topic.

For public business entities, the amendments in this Update are effective for annual reporting periods

beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

For entities other than public

business entities, the amendments are effective for annual reporting periods beginning after December 15, 2028, and interim reporting

periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

should apply the amendments in this Update on a retrospective basis through a cumulative-effect adjustment to the opening balance of retained

earnings (or other appropriate components of equity or net assets on the balance sheet) as of the beginning of the annual reporting period

An entity should not recast any financial statement information before the period of adoption.

At the date of initial application,

the entity should:

Recognize an environmental credit asset if it is probable that the entity will use the environmental credit to settle

an environmental credit obligation, transfer the credit in an exchange transaction, or use the credit in a nonreciprocal transfer.

all other environmental credits (voluntary environmental credits), the entity should derecognize the carrying amount of those environmental

credits unless that amount was capitalized as part of another asset (for example, inventory) before the date of initial application.

entity also should derecognize the carrying amount of an asset recognized for a nonrefundable deposit made to obtain voluntary environmental

Measure environmental credits recognized as assets as follows:

Compliance environmental credits.

Using the entity’s

carrying amount existing at the date of initial application.

Noncompliance environmental credits.

At the lower of the entity’s

carrying amount of the environmental credits existing at the date of initial application and the fair value of the environmental credits

at the date of initial application.

Notwithstanding (a) and (b) above, an entity may elect to measure all of its environmental credits

that were internally generated or received through a grant from a regulator or its designee(s) at their transaction costs, if any.

Any class of eligible noncompliance environmental credits that an entity elects to measure at fair value.

Using the fair value of those

environmental credits at the date of initial application.

Continue to include the cost of environmental credits capitalized as part

of another asset (for example, manufactured inventory) before the date of initial application as part of the carrying amount of that other

Recognize and measure environmental credit obligation liabilities by applying the amendments at the date of initial application.

Apply the amendments to Topic 805, Business Combinations, prospectively to transactions occurring after the date of initial application.

The Company does not believe other recently issued

5 unchanged sentences

reassigned to suppliers.

As of June 30, 2025, the maturity date of these notes ranged from July 23, 2025 to November 27, 2025.

ACCOUNTS RECEIVABLE, NET

The Company’s net accounts receivable are as follows:

As of June 30, 2026, the maturity date of these notes ranging from July 5, 2026 to September 24, 2026.

ACCOUNTS RECEIVABLE

The Company’s accounts receivable are as follows:

Trade accounts receivable

allowances for expected credit losses

( 3,286,991 )

Accounts receivable, net

Movement of allowance for expected credit losses is as follows:

Beginning balance

Allowance for credit losses, net of recovery

( 3,296,961 )

Exchange rate effect

Ending balance

For the year ended June 30, 2024, allowance for

credit losses and write-off was $ 17,667 and $ 17,303 respectively.

For the year ended June 30, 2025, write-off was $ 3.3 million.

OTHER RECEIVABLES, NET

The Company’s other receivables, net, are as follows:

Advances to customers

Employee business advances

allowances for credit losses

( 6,848,699 )

Other receivables, net

Movement of impairment for expected credit losses is as follows:

Beginning balance

Allowance for credit losses, net of recovery

( 6,848,699 )

Exchange rate effect

Ending balance

ADVANCES TO SUPPLIERS – THIRD PARTIES, NET

Advances to suppliers – third parties, net related to prepayment

for various shipping costs for shipments.

The Company’s advances to suppliers – third parties are as follows:

impairment for credit losses

Advances to suppliers-third parties, net

Movement of impairment for expected credit losses is as follows:

Beginning balance

Impairment for credit losses, net of recovery

Ending balance

PREPAID EXPENSES

The Company’s prepaid expenses are as follows:

Prepaid expenses

Prepaid income taxes

OTHER LONG-TERM ASSETS – DEPOSITS, NET

The Company’s other long-term assets – deposits are as

Rental and utilities deposits

impairment for credit losses

Other long-term assets - deposits, net

Movements of impairment for credit losses are as follows:

Beginning balance

Impairment for credit losses, net of recovery

Exchange rate effect

Ending balance

ADVANCES TO SUPPLIERS

Advances to suppliers related to prepayment for

various shipping costs associated with shipments and commodity trading activities.

Company’s advances to suppliers as of the respective balance sheet dates are presented below:

Commodity trading (1)

Advances to suppliers

As of June 30, 2026, the Company made advance payments of $ 19,203,660

(paid in Djiboutian francs of approximately DJF 3.4

billion) to third-party commodity trading suppliers in connection with purchase agreements for agricultural commodities in connection

with certain trade opportunities that the Company identified.

The advances represent prepayments for inventory to be delivered in subsequent

Key risks associated with these transactions include but not limited to foreign exchange risk stemming from conversion between

Djiboutian franc and US dollars, risks related to the political and economic stability of Djibouti, performance risk of the counterparty

suppliers and the legal enforceability of the executed purchase agreements.

These advances are unsecured and non-interest bearing.

has evaluated the recoverability of these advances and determined that no allowance was necessary as of June 30, 2026.

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.

LOANS FROM THIRD PARTIES

The Company’s loans from third parties are

The Company’s loans from third parties

are as follows:

Loans from third parties - current

1 unchanged sentence

Total loans from third parties

As of June 30, 2025, loans from third parties amounted to $ 1.5 million

with a weighted average interest rate of 12 % and a weighted average maturity of one year .

As of June 30, 2026 and 2025, loans from third

parties amounted to approximately $ 3.8

million, and approximately $ 1.5

million with a weighted average interest rate of 12 %,

and a weighted average maturity of 1.83

years and one year ,

respectively.

For the years ended June 30, 2026 and 2025, interest expenses were

$ 146,370 and nil , respectively.

JUDGMENT DEBT PAYABLE

Judgment debt payable mainly relates to a judgment

passed in January 2025 against the Company and in favor of plaintiff.

In February 2024, Zhikang Huang, a former officer and director of

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

In the complaint, Zhikang Huang claimed

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

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.

On August 23, 2025, a settlement agreement was signed between the Company and

Zhikang Huang to fully settled all claims by paying $ 300,000 to Zhikang Huang by August 25, 2025 and issuance of 90,000 shares to Zhikang

Huang by October 22, 2025.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

The details of accrued expenses and other current liabilities are as

Professional fees and other expense payable

Accrued expenses

Interest payable

Salary and reimbursement payable

and $ 146,370 ,

respectively.

The aggregate scheduled principal repayments due on the third-party

loans for each of the next two fiscal years ending June 30 are as follows:

Twelve months ended June 30,

Fiscal year 2027

Fiscal year 2028

The Company leases its office in Shanghai City

1 unchanged sentence

As of June 30, 2026 and 2025, the remaining

average lease term was an average of 1.5 and 1.7 years, respectively.

The Company’s lease agreements do not provide a readily determinable

implicit rate nor is it available to the Company from its lessors.

Instead, the Company estimates its incremental borrowing rate based

on actual incremental borrowing interest rates from financial institutions in order to discount lease payments to present value.

rate of the Company’s operating leases was 10.74 % and 10.74 % per annum, as of June 30, 2025 and 2024, respectively.

average lease term was an average of 0.5

years, respectively.

The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the

Company from its lessors.

Instead, the Company estimates its incremental borrowing rate based on actual incremental borrowing interest

rates from financial institutions in order to discount lease payments to present value.

The discount rate of the Company’s operating

leases was 10.74 %

per annum, as of June 30, 2026, and 2025, respectively.

Supplemental balance sheet information

related to operating leases was as follows:

Right-of-use assets

Lease liabilities, current

Lease liabilities, non-current

Total lease liabilities

Right-of-use asset

Lease liability, current

Lease liability, non-current

Total lease liability

As of June 30, 2026, maturities of lease liability

1 unchanged sentence

Twelve months ended June 30,

Total future minimum lease payments

Fiscal year 2027

Imputed interest

Total lease liabilities

Share issuances:

2020 warrants

On September 17, 2020, the Company entered into

certain securities purchase agreement with certain “non-U.S.

Persons” as defined in Regulation S of the Securities Act of

1933, as amended, pursuant to which the Company sold an aggregate of 720,000 shares of the Company’s common shares, no par value,

and warrants to purchase 720,000 shares at a per share purchase price of $ 1.46 .

The net proceeds to the Company from such offering were

approximately $ 1.05 million.

The warrants became exercisable on March 16, 2021 at an exercise price of $ 1.825 per share.

may also be exercised on a cashless basis if at any time after March 16, 2021, there is no effective registration statement registering,

or no current prospectus available for the resale of the warrant shares.

The warrants will expire on March 16, 2026.

The warrants are

subject to anti-dilution provisions to reflect share dividends and splits or other similar transactions.

The warrants contain a mandatory

exercise right for the Company to force exercise of the warrants if the Company’s common share trades at or above $ 4.38 for 20 consecutive

trading days, provided, among other things, that the shares issuable upon exercise of the warrants are registered or may be sold pursuant

to Rule 144 and the daily trading volume exceeds 60,000 shares of common share per trading day on each trading day in a period of 20 consecutive

trading days prior to the applicable date.

Total lease liability

JUDGMENT DEBT PAYABLE

As of June 30, 2025, judgment debt payable related

to a judgment passed in January 2025 against the Company and in favor of plaintiff.

In February 2024, Zhikang Huang, a former officer

and director of the Company, filed a lawsuit against the Company in the Circuit Court for the City of Richmond, Virginia, alleging that

the Company failed to pay certain severance compensation, salary and incentive-based bonus.

On January 31, 2025, the court entered a judgment

in favor of Mr.

Huang and against the Company in the amount of approximately $ 469,000 ,

plus interest.

However, on June 15, 2025, Mr.

Huang filed a

petition in the Supreme Court of New York, County of Westchester (the “Westchester Court”) against the Company and certain

Company individuals seeking payment of the Virginia judgment and attorney’s fees.

On August 23, 2025, the Company and Mr.

entered into a settlement agreement to resolve the claims, pursuant to which the Company agreed to pay Mr.

Huang $ 300,000

and issue 90,000

shares of common stock in exchange for a release of his claims, including the Virginia judgment.

The Company subsequently completed the

cash payment and share issuance in accordance with the settlement agreement in August and October 2026, respectively.

On September 25, 2025, the Westchester Court

entered an order, awarding the additional attorney’s fees and directing the Company to pay the entire original judgment plus interest.

On October 10, 2025, the Company filed a motion to vacate the September 25 order.

On June 3, 2026, the September 25 order was vacated

by the Westchester Court in its entirety.

Huang may seek attorneys’ fees relating solely to the New York special proceeding,

which remains pending, by filing a motion requesting the same.

As of the date of this disclosure Mr.

Huang has not filed a motion for

attorney’s fees.

As of June 30, 2026, pursuant to ASC 450-20-25-2,

the Company reassessed Jing Shan legal matter and determined that a probable settlement liability should be around $ 150,000 .

The Company’s subsidiary, SG Shipping & Risk Solution, Inc.

(“Plaintiff”), was party to a lawsuit it filed on July

13, 2023, in the United States District Court for the Eastern District of New York (Case No.

2:23-cv-05332-NJC-ARL) (the “SG Shipping

Action”), wherein Plaintiff sought an award of monetary damages in connection with the conversion of Plaintiff’s corporate

funds that Plaintiff alleges its former chief operations officer, Angela Shan (“Shan”), converted from Plaintiff.

dismissed the SG Shipping Action without prejudice on May 30, 2025, reserving the right to refile the case.

On October 25, 2023, Shan filed suit against

the Company in the action captioned Shan v.

Singularity Future Technology, Ltd., Case No.

CL23-4916-WRM, Circuit Court of Virginia, City

of Richmond for indemnification (the “Virginia Action”).

On December 8, 2023, the Company filed a counterclaim in the Virginia

Action against Shan (the “Counterclaim”).

On February 12, 2024, Shan filed a motion to dismiss the Counterclaim (the “Motion

to Dismiss”) and a motion for summary judgment in the Virginia Action (the “Motion for Summary Judgment”).

On May 3, 2024, the Circuit Court of Virginia

entered an order granting the Motion to Dismiss, partially granting the Motion for Summary Judgment, and ordering Singularity to pay Shan

her reasonable attorneys’ fees and costs.

On January 17, 2025, the Circuit Court of Virginia entered a contempt order, ordering

the Company to pay Shan $ 82,586.51

(the “Virginia Contempt Judgment”).

On September 5, 2025, Shan moved to enforce the Virginia Judgment in New York (the “Enforcement

Action”) and incurred attorneys’ fees (the “Enforcement Action Attorneys’ Fees”).

Following a trial, on

July 13, 2026, the Circuit Court of Virginia entered an additional Final Judgment Order against the Company in favor of Shan in the Virginia

Action in the amount of $ 380,349.66

(the “Virginia Fee Judgment”).

The parties have been negotiating a resolution of the Virginia Action and the Enforcement Action,

including the Enforcement Action Attorneys’ Fees and the Virginia Fee Judgment.

The Company is currently unable to reasonably estimate

the total ultimate loss associated with these combined matters, in excess of amounts already accrued, and accordingly no additional liability

has been recognized in the consolidated financial statements as of June 30, 2026.

The Company will adjust its accruals for these matters

in future periods as additional information becomes available to evaluate the probability and estimated range of potential loss.

CLASS ACTION SETTLEMENT

On December 9, 2022, a securities class action,

Crivellaro v.

Singularity Future Technology Ltd., et al., No.

22-cv-7499-BMC, was commenced against the Company and certain other defendants

in the United States District Court for the Eastern District of New York (the “EDNY”), alleging violations of the federal

securities laws (the “Class Action”).

On June 22, 2026, the Company and the lead plaintiffs

entered into an Amended Stipulation and Agreement of Settlement (the “Amended Settlement Agreement”), pursuant to which and

subject to approval by EDNY, the Company agreed to settle the Class Action for an aggregate cash settlement amount of $ 5.8

million, including $ 2.0

million previously deposited into escrow.

The Company completed an additional payment of $ 1.5

million in July 2026.

The Company subsequently paid the remaining $ 2.3

million on September 8, 2026.

The Court granted preliminary approval of the

Amended Settlement Agreement and approved the settlement schedule on September 10, 2026.

The Court set the Fairness Hearing for January

Until the conclusion of the Fairness Hearing, the ultimate outcome of the Class Action remains uncertain, and there can be no

assurance that the Amended Settlement Agreement will receive final approval.

If the settlement is not finalized, the Company intends to

continue defending itself in the Class Action.

On June 22, 2026, the Company and the lead plaintiffs

entered into an Amended Stipulation and Agreement of Settlement (the “Amended Settlement Agreement”), which amended and superseded

the Original Settlement Agreement.

Pursuant to the Amended Settlement Agreement and subject to approval by EDNY, the Company agreed to

settle the Class Action for an aggregate cash settlement amount of $ 5.8

million, including $ 2.0

million previously deposited into escrow.

The Company completed an additional payment of $ 1.5

million in July 2026.

The Company subsequently paid the remaining $ 2.3

million on September 8, 2026.

As of the date of this Annual Report, EDNY has

not yet granted final approval of the Amended Settlement Agreement, and the Class Action remains pending.

The ultimate outcome of the

Class Action remains uncertain, and there can be no assurance that the Amended Settlement Agreement will receive EDNY approval.

settlement is not finalized, the Company intends to continue defending itself in the Class Action.

ACCRUED EXPENSES AND OTHER

CURRENT LIABILITIES

The details of accrued expenses and other current liabilities are

Salary and reimbursement payable

Interest payable

Professional fees and other expense payable

Accrued expenses

2021 warrants

On January 27, 2021, the Company entered into

a securities purchase agreement with certain non-U.S.

investors thereto pursuant to which the Company sold to the investors, and the investors

purchased from the Company, an aggregate of 1,086,956 shares of common stock, no par value, and warrants to purchase 5,434,780 shares.

The net proceeds to the Company from this offering were approximately $ 4.0 million.

The purchase price for each share of common stock

and five warrants is $ 3.68 , and the exercise price per warrant is $ 5.00 .

The warrants became exercisable at any time during the period

beginning on or after July 27, 2021 and ending on or prior on January 27, 2026 but not thereafter;

provided, however, that the total number

of the Company’s issued and outstanding shares of common stock, multiplied by the NASDAQ official closing bid price of the common

stock shall equal or exceed $ 0.3 billion for a three consecutive month period prior to an exercise.

On February 6, 2021, the Company entered into

a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased

from the Company, in a registered direct offering, an aggregate of 1,998,500 shares of the common stock of the Company, no par value per

share, at a purchase price of $ 6.805 per share.

Net proceeds to the Company from the sale of the shares and the warrants, after deducting

estimated offering expenses and placement agent fees, were approximately $ 12.4 million.

The Company also sold to the investors warrants

to purchase up to an aggregate of 1,998,500 shares of common stock at an exercise price of $ 6.805 per share.

The warrants are exercisable

upon issuance and expire five and a half ( 5.5 ) years from the date of issuance.

The exercise price and the number of shares of common

stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions,

but not as a result of future securities offerings at lower prices.

from the Company, in a registered direct offering, an aggregate of 1,998,500

shares of the common stock of the Company, no par value per share, at a purchase price of $ 6.805

Net proceeds to the Company from the sale of the shares and the warrants, after deducting estimated offering expenses and placement

agent fees, were approximately $ 12.4

The Company also sold to the investors warrants to purchase up to an aggregate of 1,998,500

shares of common stock at an exercise price of $ 6.805

The warrants are exercisable upon issuance and expire five and a half ( 5.5 )

years from the date of issuance.

The exercise price and the number of shares of common stock issuable upon exercise of the warrants are

subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities

offerings at lower prices.

On February 9, 2021, the Company entered into

a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased

from the Company, in a registered direct offering, an aggregate of 3,655,000 shares of the common stock of the Company, no par value per

share, at a purchase price of $ 7.80 per share.

Net proceeds to the Company from the sale of the shares and the warrants, after deducting

estimated offering expenses and placement agent fees, were approximately $ 26.1 million.

The Company also sold to the investors warrants

to purchase up to an aggregate of 3,655,000 shares of common stock at an exercise price of $ 7.80 per share.

The warrants are exercisable

upon issuance and expire five and a half ( 5.5 ) years from the date of issuance.

The exercise price and the number of shares of common

stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions,

but not as a result of future securities offerings at lower prices.

from the Company, in a registered direct offering, an aggregate of 3,655,000

shares of the common stock of the Company, no par value per share, at a purchase price of $ 7.80

Net proceeds to the Company from the sale of the shares and the warrants, after deducting estimated offering expenses and placement

agent fees, were approximately $ 26.1

The Company also sold to the investors warrants to purchase up to an aggregate of 3,655,000

shares of common stock at an exercise price of $ 7.80

The warrants are exercisable upon issuance and expire five and a half ( 5.5 )

years from the date of issuance.

The exercise price and the number of shares of common stock issuable upon exercise of the warrants are

subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities

offerings at lower prices.

On December 14, 2021, the Company entered into

1 unchanged sentence

investors and accredited investors pursuant to which

the Company sold to the investors, and the investors agreed to purchase from the Company, an aggregate of 3,228,807 shares of common stock,

no par value, and warrants to purchase 4,843,210 shares.

The purchase price for each share of common stock and one and a half warrants

was $ 3.26 , and the exercise price per warrant is $ 4.00 .

The Company received net proceed of $ 10,525,819 and issued 3,228,807 shares and

4,843,210 warrants.

In connection with the issuance, the Company issued 500,000 shares to a consultant in assisting the Company in finding

potential investors.

The warrants will be exercisable at any time during the Exercise Window.

The “Exercise Window” means

the period beginning on or after June 14, 2022 and ending on or prior to 5:00 p.m.

the Company sold to the investors, and the investors agreed to purchase from the Company, an aggregate of 3,228,807

shares of common stock, no par value, and warrants to purchase 4,843,210

The purchase price for each share of common stock and one and a half warrants was $ 3.26 ,

and the exercise price per warrant is $ 4.00 .

The Company received net proceed of $ 10,525,819

and issued 3,228,807

shares and 4,843,210

In connection with the issuance, the Company issued 500,000

shares to a consultant in assisting the Company in finding potential investors.

The warrants will be exercisable at any time during the

Exercise Window.

The “Exercise Window” means the period beginning on or after June 14, 2022 and ending on or prior to 5:00

(New York City time) on December 13, 2026 but not thereafter;

provided, however, that the total number of the Company’s issued and outstanding shares of common stock, multiplied by the NASDAQ

official closing bid price of the common stock shall equal or exceed $ 150,000,000 for a three consecutive month period prior to an exercise.

The Company’s outstanding warrants are classified

as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s own

stock and require net share settlement.

The fair value of the warrants was recorded as additional paid-in capital from common stock.

provided, however, that the total number of the Company’s issued

and outstanding shares of common stock, multiplied by the NASDAQ official closing bid price of the common stock shall equal or exceed

$ 150,000,000

for a three consecutive month period prior to an exercise.

2025 warrants

On November 15, 2023, the Company entered into

a subscription agreement with ten individual investors, under which the Company agreed to sell an aggregate of 1,700,000 shares of its

Common Stock and 1,700,000 warrants, with each warrant initially exercisable to purchase one share of Common Stock at an exercise price

of $ 6.07 per share, at an aggregate price of $ 9,860,000 in a private placement.

On December 13, 2023, the Company issued an aggregate

of 1,700,000 shares of its common stock to the investors.

The Company received $ 9,860,000 but subsequently returned the funds to the investors

because the 1,700,000 warrants, issuable as part of the transaction, could not be issued timely due to certain outstanding warrant terms.

The investors returned the funds to the Company on January 4, 2024 after the warrant terms were finalized.

On January 26, 2024, the Company

entered into an amendment to the subscription agreement which provides, among other things, that Nasdaq’s authorization must be

obtained for the issuance of the securities under the subscription agreement and the Company stockholders’ approval shall be obtained

before the 1,700,000 warrants are issued to the investors.

Nasdaq has authorized the issuance of the Common Stock and the conditional

issuance of the warrants.

As of the date of this report, the issuance of the warrants is still awaiting approval from the Company’s

stockholders.

On January 24, 2025 the Company entered into securities

purchase agreements with several institutional investors to sell an aggregate of 700,000 shares of the Company’s common stock in

a registered direct offering at an offering price of $ 1.63 per share.

The Company received $ 1,141,000 from the registered direct offering.

The offering was closed on January 27, 2025.

a subscription agreement with ten individual investors, under which the Company agreed to sell an aggregate of 1,700,000

shares of its Common Stock and 1,700,000

warrants, with each warrant initially exercisable to purchase one

share of Common Stock at an exercise price of $ 6.07

per share, at an aggregate price of $ 9,860,000

in a private placement.

On December 13, 2023, the Company issued an aggregate of 1,700,000

shares of its common stock to the investors.

The Company received $ 9,860,000

but subsequently returned the funds to the investors because the 1,700,000

warrants, issuable as part of the transaction, could not be issued timely due to certain outstanding warrant terms.

The investors returned

the funds to the Company on January 4, 2024 after the warrant terms were finalized.

On January 26, 2024, the Company entered into an amendment

to the subscription agreement which provides, among other things, that Nasdaq’s authorization must be obtained for the issuance

of the securities under the subscription agreement and the Company stockholders’ approval shall be obtained before the 1,700,000

warrants are issued to the investors.

Nasdaq has authorized the issuance of the Common Stock and the conditional issuance of the warrants.

The Company obtained stockholders’ approval for issuance of the warrants on November 7, 2025 and has thereafter issued the 1,700,000

warrants (or 121,429 warrants after reverse

stock split of 14 shares to 1 ) at an exercise price of $ 6.07

per share (or $ 84.98 after reverse stock

split of 14 shares to 1 ) with expiry date on November 6, 2030.

The Company’s outstanding warrants are

classified as equity since they qualify for exception from derivative accounting as they are considered to be indexed to the Company’s

own stock and require net share settlement.

The fair value of the warrants was recorded as additional paid-in capital from common stock.

Following is a summary of the status of warrants

outstanding and exercisable as of June 30, 2026

Warrants outstanding, as of June 30, 2024

Warrants outstanding, as of June 30, 2025 and 2024

Warrants outstanding, as of June 30, 2026

Warrants exercisable, as of June 30, 2026

Weighted Average

Average Remaining

Warrants Exercise Contractual

Exercisable Price Life

2020 warrants - 72,000 18,000 $ 18.25 0.71 years

2021 warrants - 1,593,149 1,190,749 $ 49.37 1.06 years

2021 warrants - 46,233

2025 warrants – 121,429

On January 24, 2025 the Company entered into

securities purchase agreements with several institutional investors to sell an aggregate of 700,000

shares (or 50,000 shares after reverse stock

split of 14 shares to 1 ) of the Company’s common stock in a registered direct offering at an offering price of $ 1.63

The Company received $ 1,141,000

from the registered direct offering.

The offering was closed on January 27, 2025.

On October 15, 2025, the Company entered into

a securities purchase agreement (the “SPA”) with certain investors, under which the Company agrees to sell to the investors

an aggregate of 3,000,000

shares (or 214,286 shares after reverse stock

split of 14 shares to 1 ) of the Company’s common stock, without par value (the “Common Stock”) at a

price of $ 0.70

per share, in a private placement to certain “non-U.S.

Persons” as defined in Regulation S of the Securities Act of 1933,

as amended (the “Regulation S”), for an aggregate purchase price of approximately $ 2.1

million (the “Offering”).

The parties to the SPA have each made customary

representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S.

Persons” as defined

in Regulation S and are acquiring the Shares for the purpose of investment, (d) the absence of any undisclosed material adverse effects,

and (e) the absence of legal proceedings that affect the completion of the transaction contemplated by the Securities Purchase Agreement,

except as disclosed in the Company’s filings with the SEC.

On October 20, 2025, upon satisfaction of the

closing conditions, the Offering was consummated, and the shares were issued in reliance on the exemption from registration provided by

Regulation S.

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

On August 23, 2025, a settlement agreement was

signed between the Company and Zhikang Huang to fully settled all claims by paying $ 300,000

to Zhikang Huang by August 25, 2025 and issuance of 90,000

shares to Zhikang Huang by October 22, 2025.

By October 20, 2025, the Company has completed the full payment of cash and 90,000

shares (or 6,429 shares after reverse stock

split of 14 shares to 1 ) to Zhikang Huang.

Reverse stock split and amended and restated

authorized shares

July 27, 2026, the Company effected a one-for-fourteen (1-for-14) reverse stock split of its outstanding common stock and amended and

restated the number of share of common stock which the Company shall have authority to issue shall be 50 billion shares, without par value

All share and per-share amounts, including basic and diluted net income (loss) per share, have been retrospectively adjusted

for all periods presented to reflect the reverse stock split.

The reverse stock split did not affect the Company’s net loss or shareholders’

NON-CONTROLLING INTEREST

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Trans Pacific Shanghai

$ ( 1,014,754 )

$ ( 1,532,527 )

Brilliant Warehouse

( 1,001,965 )

( 1,215,106 )

$ ( 2,016,719 )

$ ( 2,747,633 )

IMPAIRMENT LOSS OF CRYPTOCURRENCIES

The following table presents additional information

about cryptocurrencies:

Beginning balance

Impairment loss

Ending balance

The Company recorded nil and $ 72,179 impairment

loss for the years ended June 30, 2025 and 2024.

As ownership rights of the cryptocurrencies could not be verified, full impairment was

On August 6, 2025, the Company dissolved its

subsidiary, Brilliant Warehouse Service Inc.

COMMITMENTS AND CONTINGENCIES

Contingencies

From time to time, the Company may be subject

to certain legal proceedings, claims and disputes that arise in the ordinary course of business.

Although the outcomes of these legal

proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on

its financial position, results of operations or liquidity.

On March 23, 2023, SG Shipping & Risk Solution

an indirect wholly owned subsidiary of SGLY entered into an operating income right transfer contract with Goalowen pursuant to which

Goalowen agreed to transfer its rights to receive income from operating a tuna fishing vessel to SG Shipping for $ 3,000,000 and on

May 5, 2023, Ms.

Shan made a wire transfer of $ 3,000,000 to Goalowen.

Such contract was signed, and payment was made by the Company’s

former COO, Jing Shan, without the authorization of the board of directors of the Company.

The payment was recorded as an advance to a

The Company filed a complaint against Jing Shan accusing her of the unauthorized transfers in the United States District Court

for the Eastern District of New York and has brought a lawsuit against Goalowen to recover the $ 3 million.

As of June 30, 2023, the

Company evaluated the collection possibility and decided to provide a 100 % allowance provision in the amount of $ 3,000,000 .

filed a complaint against Jing Shan accusing her of the unauthorized transfers in the United States District Court for the Eastern District

of New York and has brought a lawsuit against Goalowen to recover the $ 3 million.

Shan filed a motion to dismiss the case on

March 19, 2024, and the decision is pending with the court.

Fact discovery is currently underway in this matter.

Putative Class Action

On December 9, 2022, Piero Crivellaro, purportedly on behalf of the

persons or entities who purchased or acquired the publicly traded common stock of the Company between February 2021 and November 2022,

brought a putative class action, Crivellaro v.

Singularity Future Technology Ltd., 22-cv-7499-BMC , against the Company and a dozen

related person and entities in the United States District Court for the Eastern District of New York (the “Court”).

alleged violations of the U.S.

federal securities laws by the Company.

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

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.

Employee Agreement

For the year ended June 30, 2023, the Company

had employment agreements with each of Mr.

Tuo Pan and Mr.

Employment agreement of Mr.

Lei Cao provided for a ten-year

term that extended automatically in the absence of termination notice provided at least 30 days prior to the fifth anniversary date of

the agreement.

Employment agreements of Mr.

Tuo Pan and Mr.

Yang Jie provided for five-year terms that extended automatically in the absence

of termination notice provided at least 30 days prior to the fifth anniversary date of the agreement.

If the Company failed to provide

this notice or if the Company wished to terminate an employment agreement in the absence of cause, then the Company was obligated to provide

at least 30 days’ prior notice.

In such case during the initial term of the agreement, the Company would need to pay such executive

(i) the remaining salary through the date of October 31, 2026.

In addition, to pay Mr.

Lei Cao and Ms.

Tuo Pan (ii) two times of the then

applicable annual salary if there had been no change in control, as defined in the employment agreements or three-and-half times of the

then applicable annual salary if there was a change in control.

The employment agreements for Ms.

Tuo Pan and Mr.

Yang Jie were terminated

the Company has no remaining obligation under such agreements.

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.

Crivellaro v.

Singularity Future Technology

December 9, 2022, a securities class action, Crivellaro v.

Singularity Future Technology Ltd., et al.

22-cv-7499-BMC,

was commenced against the Company and certain other defendants in the United States District Court for the Eastern District of New York

(the “EDNY”), alleging violations of the federal securities laws (the “Class Action”).

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

Settlement Agreement”), pursuant to which and subject to approval by EDNY, the Company agreed to settle the Class Action for an

aggregate cash settlement amount of $ 5.8

million, including $ 2.0

million previously deposited into escrow.

The Company completed an additional payment of $ 1.5

million in July 2026.

The Company subsequently paid the remaining $ 2.3

million on September 8, 2026.

Court granted preliminary approval of the Amended Settlement Agreement and approved the settlement schedule on September 10, 2026.

Court set the Fairness Hearing for January 25, 2027.

Until the conclusion of the Fairness Hearing, the ultimate outcome of the Class Action

remains uncertain, and there can be no assurance that the Amended Settlement Agreement will receive final approval.

If the settlement

is not finalized, the Company intends to continue defending itself in the Class Action.

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

Settlement Agreement”), which amended and superseded the Original Settlement Agreement.

Pursuant to the Amended Settlement Agreement

and subject to approval by EDNY, the Company agreed to settle the Class Action for an aggregate cash settlement amount of $ 5.8

million, including $ 2.0

million previously deposited into escrow.

The Company completed an additional payment of $ 1.5

million in July 2026.

The Company subsequently paid the remaining $ 2.3

million on September 8, 2026.

of the date of this Annual Report, EDNY has not yet granted final approval of the Amended Settlement Agreement, and the Class Action remains

The ultimate outcome of the Class Action remains uncertain, and there can be no assurance that the Amended Settlement Agreement

will receive EDNY approval.

If the settlement is not finalized, the Company intends to continue defending itself in the Class Action.

Singularity Future Technology Ltd.

As previously disclosed, In February 2024, Zhikang Huang, a former officer and director of the Company, filed a lawsuit against the Company

in the Circuit Court for the City of Richmond, Virginia, alleging that the Company failed to pay certain severance compensation, salary

and incentive-based bonus.

On January 31, 2025, the court entered a judgment in favor of Mr.

Huang and against the Company in the amount

of approximately $ 469,000 ,

plus interest.

on June 15, 2025, Mr.

Huang filed a petition in the Supreme Court of New York, County of Westchester (the “Westchester Court”)

against the Company and certain Company individuals seeking payment of the Virginia judgment and attorney’s fees.

On August 23, 2025, the Company and Mr.

Huang entered into a settlement agreement to resolve the claims, pursuant to which the Company

agreed to pay Mr.

Huang $ 300,000

and issue 90,000

shares of common stock in exchange for a release of his claims, including the Virginia judgment.

The Company subsequently completed the

cash payment and share issuance in accordance with the settlement agreement in August and October 2026, respectively.

September 25, 2025, the Westchester Court entered an order, awarding the additional attorney’s fees and directing the Company to

pay the entire original judgment plus interest.

On October 10, 2025, the Company filed a motion to vacate the September 25 order.

3, 2026, the September 25 order was vacated by the Westchester Court in its entirety.

Huang may seek attorneys’ fees relating

solely to the New York special proceeding, which remains pending, by filing a motion requesting the same.

As of the date of this disclosure

Huang has not filed a motion for attorney’s fees.

Singularity Future Technology

The Company’s subsidiary,

SG Shipping & Risk Solution, Inc.

(“Plaintiff”), was party to a lawsuit it filed on July 13, 2023, in the United States

District Court for the Eastern District of New York (Case No.

2:23-cv-05332-NJC-ARL) (the “SG Shipping Action”), wherein Plaintiff

sought an award of monetary damages in connection with the conversion of Plaintiff’s corporate funds that Plaintiff alleges its

former chief operations officer, Angela Shan (“Shan”), converted from Plaintiff.

The Company dismissed the SG Shipping Action

without prejudice on May 30, 2025, reserving the right to refile the case.

On October 25, 2023, Shan

filed suit against the Company in the action captioned S han v.

Singularity Future Technology, Ltd.

CL23-4916-WRM, Circuit

Court of Virginia, City of Richmond for indemnification (the “Virginia Action”).

On December 8, 2023, the Company filed a

counterclaim in the Virginia Action against Shan (the “Counterclaim”).

On February 12, 2024, Shan filed a motion to dismiss

the Counterclaim (the “Motion to Dismiss”) and a motion for summary judgment in the Virginia Action (the “Motion for

Summary Judgment”).

On May 3, 2024, the Circuit

Court of Virginia entered an order granting the Motion to Dismiss, partially granting the Motion for Summary Judgment, and ordering Singularity

to pay Shan her reasonable attorneys’ fees and costs.

On January 17, 2025, the Circuit Court of Virginia entered a contempt order,

ordering the Company to pay Shan $ 82,586.51

(the “Virginia Contempt Judgment”).

On September 5, 2025, Shan moved to enforce the Virginia Judgment in New York (the “Enforcement

Action”) and incurred attorneys’ fees (the “Enforcement Action Attorneys’ Fees”).

Following a trial, on

July 13, 2026, the Circuit Court of Virginia entered an additional Final Judgment Order against the Company in favor of Shan in the Virginia

Action in the amount of $ 380,349.66

(the “Virginia Fee Judgment”).

The parties have been negotiating a resolution of the Virginia Action and the Enforcement Action,

including the Enforcement Action Attorneys’ Fees and the Virginia Fee Judgment.

Haotian Song Arbitration

Haotian Song, a former employee

and director of the Company, commenced an employment-related arbitration before the American Arbitration Association against the Company

and certain individual respondents, Case No.

01-26-0001-3574.

The dispute concerns, among other matters, Mr.

Song’s employment agreements,

a reduction in his compensation, allegedly unpaid compensation, the termination of his health insurance coverage and related continuation

coverage issues, and the circumstances surrounding his resignation in July 2024.

On September 4, 2026, the arbitrator issued rulings concerning

discovery disputes and directed the production of certain documents and information.

These rulings did not determine the merits of any

claim or defense.

The arbitration remains pending.

Shilun Dai Litigation

On June 17, 2026, Shilun

Dai, a former employee of the Company, filed a lawsuit against the Company and Jia Yang, the Company’s Chief Executive Officer,

in the United States District Court for the Eastern District of New York, Case No.

1:26-cv-03653.

The complaint alleges violations of

the Fair Labor Standards Act and the New York Labor Law relating to unpaid overtime and wages, accrued leave compensation, unreimbursed

business expenses, wage payment frequency, wage notices and statements, and alleged retaliation.

Dai seeks unpaid compensation, liquidated

and statutory damages, back pay, front pay, compensatory damages, interest, attorneys’ fees and costs, and other relief.

The litigation

remains pending.

Except as set forth above, there has been no

other material development in the legal proceedings that the Company is a party.

For a discussion of all of our legal proceedings, see

the information in Part I, “Item 1.

Business - Recent Developments” in our Annual Report on Form 10-K for the fiscal year

ended June 30, 2026.

Civil Monetary Penalty

In March 2023, as a result of the incorrect accounting

treatment of approximately $ 4.6 million of related party loan receivable in the fiscal year ended June 30, 2021 and the incorrect recognition

of revenue from freight shipping services in the amount of $ 980,200 for the three months ended September 30, 2021 and the six months ended

December 31, 2021, the Company filed an amendment to (1) the 2021 Form 10-K and (2) each of the 2021 Form 10-Qs .

On June 17, 2024, the Company received a subpoena

issued by the Securities and Exchange Commission, requesting the production of certain documents related to the investigation by the SEC

regarding the Restatements.

On January 17, 2025, after cooperating with the SEC’s investigations, the Company reached a resolution

with the SEC regarding the aforementioned matters.

The SEC approved the Company’s Offer of

Settlement and issued its Cease-and-Desist Order dated January 17, 2025, with respect to certain violations related to the Company’s

financial reporting, accounting, books and records, and internal controls.

Pursuant to the terms of the SEC Order, the Company will pay

a civil monetary penalty of $ 350,000 to the SEC, comply with certain undertakings to remediate its material weaknesses in the internal

control and disclosure deficiencies by June 30, 2026, and cease and desist any violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B),

of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1, 13a-13, and 13a-15 thereunder.

On March 27, 2020, the CARES Act was enacted and

signed into law and includes, among other things, refundable payroll tax credits, deferment of employer side social security payments,

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 eloan 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

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

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

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

to the SEC, complied with certain undertakings to remediate its material weaknesses in the internal control and disclosure deficiencies

by June 30, 2026, and ceased and desisted 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.

On March 27, 2020, the CARES Act was enacted

and signed into law and includes, among other things, refundable payroll tax credits, deferment of employer side social security payments,

net operating loss carryback periods and alternative minimum tax credit refunds.

1 unchanged sentence

of the CARES Act to have a material impact on its tax provision given the amount of net operating losses currently available.

For the years ended June 30, 2026 and 2025, total

pre-tax income, disaggregated by U.S.

and foreign sources, is presented below:

For the Years Ended June 30,

Pre-tax loss from U.S, operations

Pre-tax loss from PRC operations

Net loss before income tax expenses

The Company’s income tax expenses for years ended June 30, 2026

and 2025 are as follows:

For the Years Ended

For the Years Ended June 30,

Total income tax expenses

Income tax expense for the years ended June 30,

2025 and 2024 varied from the amount computed by applying the statutory income tax rate to income before taxes.

Reconciliations between

the expected federal income tax rates using 21 % for the years ended June 30, 2025 and 2024 to the Company’s effective tax rate

are as follows:

Total cash payments for income taxes, disaggregated

by taxing jurisdiction for the respective fiscal years, are as follows:

For the Years Ended June 30,

Federal income tax paid (U.S.)

State income tax paid (U.S.)

Foreign (PRC) income tax paid

Total cash income tax paid

federal or U.S.

state income tax payments were made for the year ended June 30, 2026, as the U.S.

entities recorded operating losses with no taxable U.S.-source

income generated.

No PRC income tax payments were made for both fiscal years, as the PRC entities recorded operating losses with no taxable

PRC-source income generated.

The following table reconciles the expected

income tax expense calculated by applying the U.S.

federal statutory corporate tax rate of 21 %

to the Company’s consolidated pre-tax profit, to the actual total income tax expense recorded in the statements of operations for

the respective periods:

For the Years Ended June 30,

US Statutory tax rate

Permanent difference*

Change in valuation allowance

Rate differential in foreign jurisdiction

* Permanent difference includes non-deductible expenses mainly

stock compensation.

The Company’s deferred tax assets are comprised

4 unchanged sentences

Valuation allowance

( 23,522,000 )

( 14,296,000 )

Deferred tax assets, net - long-term

1 unchanged sentence

a cumulative U.S.

federal net operating loss (“NOL”) of approximately $ 109.5 million and $ 47.2 million, which may be available

for reducing future taxable income.

federal net operating loss (“NOL”) of approximately $ 112.1

million and $ 109.5

million, which may be available for reducing future taxable income.

As of June 30, 2026 and 2025, the Company’s

operations in China incurred a cumulative NOL of approximately $ 0.9 million approximately $ 6.1 million, which may be available for reducing

future taxable income.

operations in China incurred a cumulative NOL of approximately $ 1.2

million and approximately $ 0.9

million, which may be available for reducing future taxable income.

The Company periodically evaluates the likelihood

7 unchanged sentences

company’s reorganization and venture into new businesses.

The Company provided a 100 % allowance for its DTA as of June

The Company provided a 100 %

allowance for its DTA as of June 30, 2026.

The Company’s taxes payable consists of the following:

5 unchanged sentences

For the year ended June 30, 2026, one customer

accounted for 94.4 % of the Company’s gross revenues.

As of June 30, 2025, one customer accounted for 100 % of the

Company’s accounts receivable, net.

accounted for 100 %

of the Company’s gross revenues.

As of June 30, 2026, one customer accounted for 100 %

of the Company’s accounts receivable, net.

For the year ended June 30, 2025, one customer

accounted for 77.2 % of the Company’s gross revenues.

As of June 30, 2024, three customers accounted for 29.8 %, 23.3 % and 22.1 %

accounted for 94.4 %

of the Company’s gross revenues.

As of June 30, 2025, one customer accounted for 100 %

of the Company’s accounts receivable, net.

Major Suppliers

For the year ended June 30, 2025, three suppliers

accounted for approximately 34.4 %, 16.3 % and 10.5 % of the total gross purchases, respectively.

As of June 30, 2025, two suppliers

accounted for 45.5 %, and 14.8 % of the Company’s accounts payable balance.

For the year ended June 30, 2026, two suppliers

accounted for approximately 21.2 % and 20.1 % of the total gross purchases.

As of June 30, 2024, four suppliers accounted for approximately

55.5 %, 18.9 %, 11.9 %, and 10.4 % of the Company’s accounts payable balance.

RELATED PARTY BALANCES AND TRANSACTIONS

Set forth below are transactions with related persons

for the years ended June 30, 2025 and 2024.

Due from Related Party

As of June 30, 2025 and 2024,

the outstanding amounts due from related parties consist of the following:

Zhejiang Jinbang Fuel Energy Co., Ltd (1)

accounted for approximately 28.5 %

of the total gross purchases.

As of June 30, 2026, two suppliers accounted for approximately 37.7 %,

of the Company’s accounts payable balance.

For the year ended June 30, 2025, three suppliers

accounted for approximately 34.4 %,

of the total gross purchases, respectively.

As of June 30, 2025, two suppliers accounted for 45.5 %,

of the Company’s accounts payable balance.

RELATED PARTY BALANCES AND

Set forth below are transactions with related

persons for the years ended June 30, 2026 and 2025.

Related Party

As of June 30, 2026 and 2025, the outstanding

amounts due from related parties consist of the following:

Shanghai Baoyin Industrial Co., Ltd (1)

LSM Trading Ltd (3)

Rich Trading Co.

allowance for credit losses

( 1,473,289 )

( 2,122,376 )

Movements of allowance for

credit losses were as follows:

Zhejiang Jinbang Fuel Energy Co., Ltd (2)

impairment for credit losses

Movements of allowance for credit losses were

Beginning balance

1 unchanged sentence

Ending balance

(1) As of June 30, 2025 and 2024, the Company advanced $ 388,496 and $ 382,949 to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30 % owned by Mr.

Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai.

The advance is non-interest bearing and due on demand.

The Company provided credit losses of $ 388,496 and $ 382,949 for the balance of the receivable as of June 30, 2025 and 2024.

The amount of the allowance changed as a result of changes in exchange rates.

(2) As of June 30, 2025, and 2024, the Company advanced $ 1,084,793 and $ 1,066,003 to Shanghai Baoyin Industrial Co., Ltd.

which is 30 % owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

The advance is non-interest bearing and due on demand.

As of June 30, 2026, and 2025, the Company advanced $ 1,145,307

and $ 1,084,793

to Shanghai Baoyin Industrial Co., Ltd.

(“Shanghai Baoyin”) which is 30 %

owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd.

The advance is non-interest bearing and due

The Company provided full credit losses for the balance of the receivable.

(3) As of June 30, 2025 and 2024, the Company advanced nil and $ 570,000 to LSM Trading Ltd, which is 40 % owned by the Company.

The advance is non-interest bearing and due on demand.

The Company evaluated the collection possibility and decided to provide full credit losses for the balance of the receivable.

The advance was fully written off in fiscal 2025.

(4) On November 16, 2021, the Company entered into a project cooperation agreement with Rich Trading Co.

Ltd USA (“Rich Trading”) for the trading of computer equipment.

Rich Trading’s bank account was controlled by now-terminated members of the Company’s management and was, at the time, an undisclosed related party.

According to the agreement, the Company was to invest $ 4.5 million in the trading business operated by Rich Trading and the Company would be entitled to 90 % of profits generated by the trading business.

The Company advanced $ 3,303,424 for this project, of which $ 3,200,000 has been returned to the Company.

The Company filed a complaint to recover the remainder of the funds advanced.

The Company provided an allowance of $ 103,424 for the balance of the receivable as of June 30, 2024.

The advance was fully written off in fiscal 2025.

Due to related parties

30, 2025 and 2024, the Company owed $ 26,373 and $ 25,997 to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, respectively.

These payments were made on behalf of the Company for the daily business operational activities.

30, 2025 and 2024, the Company owed $ 497,857 and $ 199,034 Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which

is 30 % owned by Mr.

The amount due from Shanghai Baoyin changed was

as a result of changes in exchange rates.

As of June 30, 2026, and 2025, the Company advanced $ 410,168

and $ 388,496 to

Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30 %

Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai.

The advance is non-interest bearing.

The Company provided

full credit losses for the balance of the receivable.

The amount due from Zhejiang Jinbang changed was as a result of changes in exchange

Due to related

June 30, 2026 and 2025, the Company owed $ 27,845

to Qinggang Wang, CEO and legal representative of Trans Pacific Shanghai, respectively.

These payments were made on behalf of the Company

for the daily business operational activities.

June 30, 2026 and 2025, the Company owed $ 1,146,026

and $ 497,858

Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30 %

Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai.

These payments were made on behalf of the Company

for the daily business operational activities.

The balance of due to related parties was interest-free,

unsecured, and due upon demand.

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

The following is a reconciliation of the carrying

amounts of major classes of assets and liabilities in the consolidated balance sheets as of the date of disposition of subsidiaries:

Carrying amount of major classes of assets

Restricted cash

Due from intercompanies

Prepaid expenses

Total assets of disposed entity

Carrying amount of major classes of liabilities

Loans from third parties

Accrued expenses and other current liabilities

Total liabilities of disposed entity

Net assets disposed of

Cash outflow arising from disposal:

Net assets disposed of (as above)

Consideration

Gain from disposal of subsidiaries

Cash proceeds on disposal

Cash and bank balances in subsidiary disposed of

Net cash inflow on disposal

The following is a reconciliation of the amounts

of major classes of operations of disposed entities in the condensed consolidated statements of income (loss) and comprehensive income

(loss) for the period from July 1, 2025 to the date of disposition.

of disposition

Operating expenses

SUBSEQUENT EVENTS

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 had completed the

$ 300,000 settlement payment to Zhikang Huang.

Between July and October 2025, the Company signed six loan agreements with third parties, and borrowed a total of $ 1.605 million loans

from third parties with interest at 12 % per annum and one-year term.

In October 2025, the Company signed an interest-free loan agreement

with SolarLink Group Inc., a business partner of the Company, pursuant to which the Company borrowed $ 273,508 with one-year term.

On October 9, 2025, the Company has wired $ 2,000,000 , which are loans

from unrelated parties, as part of the settlement cash payment to the Escrow Account set forth in the Settlement Agreement in the class

action lawsuit.

On July 6, 2026, Singularity Future Technology Ltd.

(the “Company”) entered into a securities

purchase agreement (the “SPA”) with certain investors, under which the Company agreed to sell to the investors an aggregate

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

(the “Warrants”), in a private placement to certain “non-U.S.

Persons” as defined in Regulation S of the Securities

Act of 1933, as amended (the “Regulation S”), at a price of $ 0.38

per Unit for an aggregate purchase price of approximately $ 2,000,000

(the “Offering”).

The Warrants are exercisable immediately

upon the date of issuance at an initial exercise price of $ 0.418 ,

The Warrants may also be exercised cashlessly if at any time after the one-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 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.

The parties to the SPA have each made

customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S.

as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse

effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the Securities Purchase

Agreement, except as disclosed in the Company’s filings with the SEC.

On July 13, 2026, the Offering consummated

upon satisfying the closing conditions as set forth in the SPA, including, among other things, accuracy of the parties’ representations

and warranties.

The Company issued an aggregate of 5,263,158

shares of Common Stock (the “Shares”) and 15,789,474

The Shares were issued in reliance on the exemption from registration provided by the Regulation S.

The shareholders of the Company approved at its annual meeting of shareholders an amendment to the Company’s

Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock by one of the following

1-for-5, 1-for-10, or 1-for-14, with such ratio to be determined in the discretion of the board of directors of the Company (the

“Board”) and with such action to be effected at such time and date, if at all, as determined by the Board within one year

after the conclusion of the annual meeting (the “Reverse Stock Split”).

On July 7, 2026, the Board fixed the Reverse Stock

Split ratio at 1-for-14 .

On July 22, 2026, the Company filed

Articles of Amendment to our Amended and Restated Articles of Incorporation with the Virginia State Corporation Commission (the “Articles

of Amendment”), which effect the Reverse Stock Split at a ratio of 1-for-14 ,

and such Articles of Amendment will become effective as of 12:01 a.m.

ET on July 27, 2026 (the “Effective Time”).

a result of the Reverse Stock Split, every fourteen shares of Common Stock was combined into one share of Common Stock and the total number

of issued and outstanding ordinary shares was reduced from 12,556,650 shares to 896,904 shares .

As previously disclosed, on November 19, 2025, Singularity Future Technology Ltd.

(the “Company”)

received a staff determination notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market

LLC (“Nasdaq”), informing the Company that its common stock, no par value (the “Common Stock”), failed to comply

minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) for the 30

consecutive business days prior to the date of the Notice.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with

an initial compliance period of 180

calendar days, or until May 18, 2026, to regain compliance with the minimum bid price requirement.

2026, the Company was granted an additional 180 -day

compliance period, or until November 16, 2026, to regain compliance with the minimum bid price requirement.

10, 2026, the Company received a written notification from Nasdaq, indicating that the Company has regained compliance with the Rule 5550(a)(2),

based on the closing bid price of the Company’s Common Stock for the last 10

consecutive business days, from July 27, 2026 to August 7, 2026.

Accordingly, Nasdaq has determined that this matter is now closed.

On August 12, 2026, Singularity Future Technology Ltd.

(the “Company”) entered into a securities

purchase agreement (the “SPA”) with certain investors, under which the Company agrees to sell to the investors an aggregate

of 21,520,803

shares of the Company’s common stock, without par value (the “Common Stock”) at a price of $ 1.394

per share, in a private placement to certain “non-U.S.

Persons” as defined in Regulation S of the Securities Act of 1933,

as amended (the “Regulation S”), for an aggregate purchase price of approximately $ 30

million (the “Offering”).

The parties to the SPA have each made

customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S.

as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse

effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the Securities Purchase

Agreement, except as disclosed in the Company’s filings with the SEC.

As previously disclosed, on June

19, 2025, Singularity Future Technology Ltd.

(the “Company”) entered into a securities purchase agreement (the “SPA”)

with eighteen investors (the “Investors”), under which the Company agreed to sell to the investors an aggregate of 32,188,841

units, or 2,299,212

units on the post- 1:14-reverse-split basis

(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

or $ 16.310 on the post-1:14-reverse-split

basis (the “Warrants”) , 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”), for gross proceeds of approximately $ 30

million (the “Offering”).

On 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.

On August 12, 2026, the Company issued

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.

On August 18, 2026, the Company entered into certain securities purchase agreement (the “ First

Purchase Agreement ”) with certain non-affiliated institutional investor (the “ Purchaser ”)

pursuant to which the Company agreed to sell 340,000

shares of its common stock, no par value each (“ Common Stock ”) and pre-funded warrants

to purchase 260,000

shares (the “ Pre-Funded Warrants ”) in a registered direct offering (the “ First

Offering ”), for the 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

The purchase price for each Pre-Funded Warrant was $ 2.999 ,

with an exercise price of $ 0.001

The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are

exercised in full.

On August 20, 2026, the Company entered into certain securities purchase agreements (the “ Second

Purchase Agreement ” and, together with the First Purchase Agreement, the “ Purchase

Agreements ”) with certain non-affiliated institutional investors (the “ Second Purchasers ”)

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

The purchase price for each share of Common Stock was $ 3.20 .

The purchase price for each Pre-Funded Warrant was $ 3.199 ,

with an exercise price of $ 0.001

The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are

exercised in full.

On September 21, 2026, the Company dissolved its subsidiary, Gorgeous Trading Ltd.

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 9A. Controls and Procedures