Singularity Future Technology Ltd. 10-K

Item 9A. Controls and Procedures 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. 25 Management’s Annual Report on Internal Control over Financial Reporting The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those 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; and ● 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. 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. 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. ● 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. GAAP. 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. GAAP; 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. 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); 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; and 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. Changes in Internal Control over Financial Reporting None. Item 9B. Other Information. 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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 26 PART III Item 10. Directors, Executive Officers and Corporate Governance. Name Age Positions Held Jia Yang 32 Chief Executive Officer, Chairlady of the Board Chee Jiong Ng 55 Chief Financial Officer Jinhao Pang 27 Director, Manager of the Technology Department Xu Zhao 40 Director Zhongliang Xie 55 Director Yangyang Xu 41 Director Jia Yang Ms. Jia Yang has been our Chief Executive Officer and Chairwomen of the Board since November 2024. Before that, she has served as a Vice President of the Company and a Director of the Board since August 2024. Ms. Yang was the Chief Operating Officer at Beijing Angda Yingchuang Innovative Materials Technology Co., Ltd. since January 2023. Prior to that, she was an Executive Officer at Zhongjian Tianxia Beijing Investment Management Co., Ltd. from October 2021 to December 2022. From November 2019 to November 2021, Ms. Yang was the Executive Assistant to hotel manager/marketing executive at The Ritz-Carlton Xi’an. Ms. Yang graduated from Xi’an International Studies University in 2016 with a major in English education. Chee Jiong Ng Mr. Chee Jiong Ng has been our Chief Financial Officer since February 2023. Mr. Ng worked as the CFO of Meta Data Limited from November 2021 to July 2024. From March 2021 to October 2021, Mr. Ng was a Financial Advisor for two Nasdaq listed companies, responsible for annual and semi-annual reporting obligations and financing activities. From December 2017 to February 2021, Mr. Ng was the CFO of Dunxin Financial Holdings Limited, now known as Eason Technology Limited (NYSE: DXF). Mr. Ng received a Bachelor’s Degree in economics from the University of Sydney, Australia in 1993, and a Master’s Degree in commerce from the University of New South Wales, Australia in 1995. Mr. Ng is also a Certified Public Accountant of Australian Society of Certified Public Accountants since 1999. Jinhao Pang Mr. 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. Mr. 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. Xu Zhao Mr. Xu Zhao has been a Director since September 2023. Mr. Zhao has worked as the President of Shijiazhuang Juminhui Technology Co., Ltd., a Chinese trading company since March 2023. He was the Regional Manager for Hebei Province of Jiangsu Hengrui Pharmaceuticals Co., Ltd., a Chinese pharmaceutical company from September 2009 to July 2022. Mr. Zhao received his Bachelor’s Degree in marketing from Nankai University Binhai College in 2009. 27 Zhongliang Xie Mr. Zhongliang Xie has been a Director since July 2023. He has served as the General Manager of Zhongxing Cai Guanghua Certified Public Accountants, Shaanxi Branch since January 2019. He has also served as the Vice President of Shanxi NEEQ Federation since January 2017, and an Internal Committee member of Shanxi Provincial Equity Exchange Center since August 2021. From April 2008 to December 2018, he worked as the General Manager of Beijing Xinghua Certified Public Accountants, Xi’an Branch. From May 2005 to April 2008, he was the Controller of Zhongyi Far East Import& Export Co., Ltd. Mr. 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. Yangyang Xu Ms. Yangyang Xu has served as an Director of the Company since October 2023. Ms. Xu was a Senior Customer Manager at Beijing Sensetime Technology Development Co., Ltd., a leading AI software company focused on innovating for a better AI-empowered future, from May 2018. Prior to that, from February 2011 to April 2018, she served as the General Manager of Communications at Bus Online Technology Co., Ltd., a company primarily involved in the manufacture and distribution of electronic components. Before that, Ms. Xu held managerial positions with Beijing Sumavision Technology Co., Ltd, and Beijing Gallop Horse Film and Culture Development Group. Ms. Xu received a Bachelor’s Degree in management from Harbin University of Commerce in 2006. Involvement in Certain Legal Proceedings To the best of our knowledge, none of our current directors or executive officer has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities or commodities laws, any laws respecting financial institutions or insurance companies, any law or regulation prohibiting mail or wire fraud in connection with any business entity or been subject to any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization, except for matters that were dismissed without sanction or settlement. Board Diversity Matrix 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 June 30, 2026 Total Number of Directors 5 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 3 Part II: Demographic Background Asian 5 Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires that our executive officers and directors, and persons who own more than ten percent of our common stock, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Based solely on our review of the copies of the forms received by us and written representations from certain reporting persons that they have complied with the relevant filing requirements, we believe that, during the year ended June 30, 2026, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements. Code of Ethics We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The code of business conduct and ethics is available at our website at www.singularity.us . We expect that any amendments to the code, or any waivers of its requirement, will be disclosed on our website. 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. 28 Committees of the Board of Directors Our Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and function of each committee are described below. Audit Committee The Audit Committee consists of Zhongliang Xie, Yangyang Xu and Xu Zhao, who are each independent. Mr. Xie chairs the Audit Committee and qualifies as the audit committee financial expert. Our Audit Committee has adopted a written charter, and a copy of this charter is posted on the Company’s website, at www.singularity.us . 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; ● review and approve the internal corporate audit staff functions, including: (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; ● 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. 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. 29 Compensation Committee The Compensation Committee is composed of three independent directors including Zhongliang Xie, Yangyang Xu and Xu Zhao. Ms. Yangyang Xu serves as the chairwoman of the Compensation Committee. Our Compensation Committee has adopted a written charter, and a copy of this charter is posted on our website, at www.singularity.us . Our Compensation Committee is authorized to: ● 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; ● review and determine our stock incentive and purchase plans; ● oversee the evaluation of the board of directors and management; and ● review the independence of any compensation advisers. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee is composed of three independent directors including Zhongliang Xie, Yangyang Xu and Xu Zhao. Xu Zhao serves as the chair of the Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee has adopted a written charter, and a copy of this charter is posted on our website, at www.singularity.us. The functions of our Governance Committee, among other things, include: ● identifying individuals qualified to become board members and recommending directors; ● nominating board members for committee membership; ● developing and recommending to our board corporate governance guidelines; ● reviewing and determining the compensation arrangements for directors; and ● overseeing the evaluation of our Board and its committees and management. Compensation Committee Interlocks and Insider Participation None of the members of our Compensation Committee, at any time has at any time, been one of our officers or employees, or, during the last two fiscal years, a participant in a related party transaction that is required to be disclosed. None of our executive officers currently serves, or in the past year has served, as a member of our Board or Compensation Committee of any entity that has one or more executive officers on our Board or Compensation Committee. 30 Item 11. Executive Compensation. The following table shows the annual compensation paid by us to our executives for the years ended June 30, 2026 and 2025. Securities All Fiscal based other Name Year Salary Bonus Compensation compensation Total Jia Yang 2026 $ 66,000 - - - $ 66,000 Chief Executive Officer (1) 2025 $ 59,613 - - - $ 59,613 Chee Jiong Ng 2026 $ 84,000 - - - $ 84,000 Chief Financial Officer (2) 2025 $ 30,000 - - - $ 30,000 Jianhao Pang 2026 $ 60,000 - - - $ 60,000 Director, Manager of Technology Department (3) 2025 $ 5,000 - - - $ 5,000 (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 $60,000 in cash and a discretionary annual bonus, commencing from June 1, 2025. Outstanding Equity Awards of Named Executive Officers at Fiscal Year-End None. Director Compensation The table below sets forth the compensation received by our directors for the year ended June 30, 2026. Fees earned or Stock Option All other paid in cash awards awards compensation Total ($) ($) ($) ($) ($) Zhongliang Xie 50,000 - - - 50,000 Xu Zhao 50,000 - - - 50,000 Yangyang Xu 50,000 - - - 50,000 (1) This table does not include Ms Jia Yang, our Chief Executive Officer and director whose compensation is fully reflected in the Summary Compensation Table. 31 Item 12. 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 5,403,788 shares of our common stock issued and outstanding as of the date hereof. Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Outstanding Shares of Common Stock Jia Yang - - Chee Jiong Ng - - Jianhao Pang - - Yangyang Xu - - Zhongliang Xie - - Xu Zhao - - All directors and executive officers as a group (Six individuals) - - % (1) 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. Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted- average exercise price of outstanding options, warrants and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans under the 2008 Incentive Plan approved by security holders 143 $ 141 3,413 (1) Equity compensation plans under the 2014 Incentive Plan approved by security holders - - 7,857 (1) Equity compensation plans under the 2021 Incentive Plan approved by security holders - - 700,000 (1) Equity compensation plans not approved by security holders - - - (1) Pursuant to our 2008 Incentive Plan, we are authorized to issue options to purchase 60,581 shares of our common stock. The 2,000 outstanding options disclosed in the above table are taken from the 2008 Incentive Plan. Pursuant to our 2014 Incentive Plan, we are authorized to issue, in the aggregate, 2,000,000 shares of common stock or other securities convertible or exercisable for common stock. We granted options to purchase an aggregate of 30,000 shares of common stock under the 2014 Incentive Plan in July 2016, among which, options to purchase 15,000 shares of common stock have been exercised. In addition, we have issued, in the aggregate, 120,000 shares of common stock to consultants to our Company in 2014, 132,000 shares of common stock to our officers and directors in 2016, 132,000 shares of common stock to our officers and directors in 2018, 26,000 to three employees in 2017 and 316,000 shares of common stock to employees in 2018. 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 (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. Pursuant to certain agreements, the 600,000 shares issued to Lei Cao under the 2014 Incentive Plan, and the 300,000 and 100,000 shares issued to Yang Jie and Jing Shan, respectively, under the 2021 Incentive Plan, have been canceled. 32 Item 13. Certain Relationships and Related Transactions, and Director Independence. Related Transactions Set forth below are transactions with related persons for the years ended June 30, 2026 and 2025. Due from Related Party As of June 30, 2026 and 2025, the outstanding amounts due from related parties consist of the following: As of As of June 30, June 30, 2026 2025 Shanghai Baoyin Industrial Co., Ltd (1) $ 1,145,307 $ 1,084,793 Zhejiang Jinbang Fuel Energy Co., Ltd (2) 410,168 388,496 Less: impairment for credit losses (1,555,475 ) (1,473,289 ) Total - - Movements of allowance for credit losses were as follows: June 30, June 30, 2026 2025 Beginning balance $ 1,473,289 $ 2,122,376 Less: Write-off - (675,063 ) Exchange rate effect 82,186 25,976 Ending balance $ 1,555,475 $ 1,473,289 (1) 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 on demand. The Company provided full credit losses for the balance of the receivable. The amount due from Shanghai Baoyin changed was as a result of changes in exchange rates. (2) As of 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 Shanghai. The advance is non-interest bearing. The Company provided full credit losses for the balance of the receivable. The amount due from Zhejiang Jinbang changed was as a result of changes in exchange rates. Due to related parties As of 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. As 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. 33 Item 14. Principal Accountant Fees and Services. Set forth below are the aggregate fees billed by Audit Alliance LLP, our independent registered accounting firm, for the fiscal years ended June 30, 2026 and 2025 for services rendered by them as our independent registered accounting firm for such years. Fiscal 2025 Fiscal 2026 Audit fees $ 280,000 $ 210,000 Audit-related fees - - Total Audit & Audit-related fees $ 280,000 $ 210,000 Tax fees - - All other fees - - Total fees $ 280,000 $ 210,000 Audit fees consist of fees billed for services rendered for the audit of our financial statements and review of our financial statements included in our quarterly reports on Form 10-Q and services provided in connection with other statutory or regulatory filings. Audit-related fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and not reported under Audit fees. 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. federal and state income tax returns and tax advice. No such fees 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. The Audit Committee’s policy is to pre-approve all audit and non-audit related services, tax services and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees for the services performed to date. 34 Item 15. Exhibits, Financial Statement Schedules. Number Exhibit 3.1 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. 3.2 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. 3.3 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. 3.4 Articles of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd., dated July 22, 2026.* 3.5 Bylaws of Singularity Future Technology, Ltd., incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos. 333-150858 and 333-148611. 4.1 Specimen Certificate for Common Stock, incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos. 333-150858 and 333-148611. 10.1 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. 10.2 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. 10.3 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. 10.4 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. 10.5 2025 Stock Incentive Plan* 10.6 2026 Stock Incentive Plan* 10.7 Form 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 10.8 Form 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 10.9 Form 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 10.10 Form of Securities Purchase Agreement, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on August 17, 2026 14.1 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. 001-34024). 21.1 List of subsidiaries of the Company* 23.1 Consent of Audit Alliance LLP* 31 Certifications of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 under the Securities Exchange Act of 1934** 32 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** 97.1 Clawback Policy, incorporated by reference to exhibit 97.1 to the Company’s Annual Report on Form 10-K filed on October 15, 2024. 101.INS Inline XBRL Instance Document* 101.SCH Inline XBRL Taxonomy Extension Schema Document* 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document* 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document* 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)* * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary. We have elected not to include a summary pursuant to this Item 16. 35 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SINGULARITY FUTURE TECHNOLOGY, LTD. September 29, 2026 By: /s/ Jia Yang Jia Yang Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signatures Title Date /s/ Jia Yang Director, Chairlady of the Board and Chief Executive Officer September 29, 2026 Jia Yang (Principal Executive Officer) /s/ Yangyang Xu Director September 29, 2026 Yangyang Xu /s/ Zhongliang Xie Director September 29, 2026 Zhongliang Xie /s/ Jinhao Pang Director, Manager of the Technology Department September 29, 2026 Jinhao Pang /s/ Xu Zhao Director September 29, 2026 Xu Zhao /s/ Chee Jiong Ng Chief Financial Officer September 29, 2026 Chee Jiong Ng (Principal Financial and Accounting Officer) 36 Index to Financial Statements Pages Report of Independent Registered Public Accounting Firm (PCAOB ID: 3487 ) F-2 Consolidated balance sheets as of June 30, 2026 and 2025 F-5 Consolidated statements of operations and comprehensive loss for the years ended June 30, 2026 and 2025 F-6 Consolidated statements of shareholders’ equity F-7 Consolidated statements of cash flows for the years ended June 30, 2026 and 2025 F-8 Notes to consolidated financial statements F-9 F- 1 REPORT 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, 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 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 our opinion. Critical Audit Matters 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: Advances to Suppliers 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 commodities. Subsequent to year-end, the Company entered into refund agreements with the suppliers and recovered the advances in September 2026. F- 2 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; and ● We examined the refund agreements and checked to bank statements evidenced the subsequent recovery of the advances. Class 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. F- 3 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. Revenue Recognition 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 assessment. ● 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. /s/ Audit Alliance LLP We have served as the Company’s auditor since October 28, 2020 AUDIT ALLIANCE LLP (3487) Singapore September 29, 2026 F- 4 SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS As of As of June 30, June 30, 2026 2025 Assets Current assets Cash $ 57,275 $ 14,533,829 Restricted cash 2,093,955 3,118,067 Notes receivable 9,634 32,548 Accounts receivable 928,389 396,744 Advances to suppliers 19,248,432 1,084 Prepaid expenses and other current assets 98,517 52,068 Total current assets 22,436,202 18,134,340 Non-current assets Right-of-use asset 31,293 84,370 Other long-term assets - deposits - 10,192 Total non-current assets 31,293 94,562 Total Assets $ 22,467,495 $ 18,228,902 Liabilities and Equity Current Liabilities Loans from third parties 863,221 999,940 Accounts payable 939,789 701,080 Lease liability - current 31,293 53,286 Taxes payable 3,427,863 3,250,473 Due to related parties 1,173,871 524,231 Judgment debt payable 150,000 488,586 Class action settlement 3,800,000 - Accrued expenses and other current liabilities 1,555,723 1,256,969 Total current liabilities 11,941,760 7,274,565 Non-Current Liabilities Loans from third parties 2,918,200 466,321 Lease liability - non-current - 31,084 Total non-current liabilities 2,918,200 497,405 Total liabilities 14,859,960 7,771,970 Commitments and Contingencies Shareholders’ Equity: Preferred share, 2,000,000 shares authorized, no par value, nil and nil shares issued and outstanding as of June 30, 2026 and 2025, respectively - - Common share, 50 billion shares authorized, no par value; 520,964 and 300,249 shares issued and outstanding as of June 30, 2026 and 2025, respectively* 107,621,633 105,333,048 Additional paid-in capital 2,334,962 2,334,962 Accumulated deficit ( 100,481,098 ) ( 94,597,445 ) Accumulated other comprehensive losses ( 768,792 ) ( 596,914 ) Total Shareholders’ Equity attributable to controlling shareholders of the Company 8,706,705 12,473,651 Non-controlling Interest ( 1,099,170 ) ( 2,016,719 ) Total Equity 7,607,535 10,456,932 Total Liabilities and Equity $ 22,467,495 $ 18,228,902 * 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. F- 5 SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS For the Years Ended June 30, 2026 2025 Revenues $ 1,693,264 $ 1,813,193 Cost of revenues ( 1,639,398 ) ( 1,761,794 ) Gross profit 53,866 51,399 Selling expenses ( 194,396 ) ( 245,077 ) General and administrative expenses ( 1,838,007 ) ( 2,518,079 ) Total operating expenses ( 2,032,403 ) ( 2,763,156 ) Operating loss ( 1,978,537 ) ( 2,711,757 ) Gain from disposal of subsidiaries 157,658 - Interest income 180 135,176 Interest expenses ( 306,367 ) ( 146,370 ) Judgment debt expenses - ( 638,586 ) Class action settlement expenses ( 3,800,000 ) - Other income, net 16,435 77,236 Net loss before income tax expenses ( 5,910,631 ) ( 3,284,301 ) Income tax expense - ( 30,230 ) Net loss ( 5,910,631 ) ( 3,314,531 ) Net loss (income) attributable to non-controlling interest 26,978 ( 597,948 ) Net loss attributable to controlling shareholders of the Company. $ ( 5,883,653 ) $ ( 3,912,479 ) Comprehensive loss Net loss $ ( 5,910,631 ) $ ( 3,314,531 ) Other comprehensive loss - foreign currency translation ( 229,315 ) ( 756,186 ) Comprehensive loss ( 6,139,946 ) ( 4,070,717 ) Comprehensive loss (income) attributable to non-controlling interest 84,415 ( 132,966 ) Comprehensive loss attributable to controlling shareholders of the Company $ ( 6,055,531 ) $ ( 4,203,683 ) Loss per share Basic and diluted $ ( 12.96 ) $ ( 14.78 ) Weighted average number of common shares used in computation Basic and diluted 453,842 264,770 * 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. F- 6 SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Accumulated Additional other Total Preferred Share Common Share paid-in Accumulated comprehensive Shareholders’ Noncontrolling Total Shares Amount Shares* Amount capital deficits income (loss) Equity interest Equity Balance, June 30, 2024 - - 250,249 $ 104,192,048 $ 2,334,962 $ ( 90,684,966 ) $ 159,272 $ 16,001,316 $ ( 2,747,633 ) $ 13,253,683 Issuance of common shares to private investors - - 50,000 1,141,000 - - - 1,141,000 - 1,141,000 Foreign currency translation - - - - - - ( 756,186 ) ( 756,186 ) 132,966 ( 623,220 ) Net (loss) income - - - - - ( 3,912,479 ) - ( 3,912,479 ) 597,948 ( 3,314,531 ) Balance, June 30, 2025 - - 300,249 $ 105,333,048 $ 2,334,962 $ ( 94,597,445 ) $ ( 596,914 ) $ 12,473,651 $ ( 2,016,719 ) $ 10,456,932 Issuance of common shares - - 214,286 2,100,000 - - - 2,100,000 - 2,100,000 Issuance of common shares for judgment debts - - 6,429 188,585 - - - 188,585 - 188,585 Foreign currency translation - - - - - - ( 171,878 ) ( 171,878 ) ( 57,437 ) ( 229,315 ) Disposal of subsidiaries - - - - - - - - 1,001,964 1,001,964 Net loss - - - - - ( 5,883,653 ) - ( 5,883,653 ) ( 26,978 ) ( 5,910,631 ) Balance, June 30, 2026 - - 520,964 $ 107,621,633 $ 2,334,962 $ ( 100,481,098 ) $ ( 768,792 ) $ 8,706,705 $ ( 1,099,170 ) $ 7,607,535 * 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. F- 7 SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended June 30, 2026 2025 Operating Activities Net loss $ ( 5,910,631 ) $ ( 3,314,531 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization - 48,871 Non-cash lease expense 56,057 26,044 Property and equipment written off - 133,765 Gain on disposal of subsidiaries ( 157,658 ) - Issuance of common shares for judgment debts 188,585 - Changes in assets and liabilities Notes receivable 23,991 ( 32,320 ) Accounts receivable ( 494,295 ) ( 125,256 ) Other receivables - 614 Advances to suppliers ( 19,245,984 ) ( 1,025 ) Prepaid expenses ( 460,674 ) 192,668 Other long-term assets - deposits - 188,789 Due from related parties - 293,861 Deferred revenue - ( 66,747 ) Accounts payable 193,637 62,704 Taxes payable 875 ( 1,605 ) Lease liability ( 56,057 ) ( 236,335 ) Judgment debt payable ( 338,586 ) 488,586 Class action settlement 3,800,000 - Accrued expenses and other current liabilities 771,753 ( 350,765 ) Net cash used in operating activities ( 21,628,987 ) ( 2,692,682 ) Investing Activity Proceeds from disposal of subsidiaries, net of cash 108,331 - Net cash provided by investing activity 108,331 - Financing Activities Advance from a related party 601,866 - Proceeds from issuance of common shares 2,100,000 1,141,000 Proceeds from third parties’ loans 3,315,100 2,066,261 Repayment of third parties’ loans - ( 600,000 ) Net cash provided by financing activities 6,016,966 2,607,261 Net decrease in cash and restricted cash ( 15,503,690 ) ( 85,421 ) Cash and restricted cash, beginning of year 17,651,896 17,736,059 Effect of changes of foreign exchange rate on cash and restricted cash 3,024 1,258 Cash and restricted cash, end of year $ 2,151,230 $ 17,651,896 Representing: Cash, end of year $ 57,275 $ 14,533,829 Restricted cash, end of year 2,093,955 3,118,067 Total cash and restricted cash, end of year $ 2,151,230 $ 17,651,896 Supplemental disclosure of cash flow information: Income taxes paid - $ 30,230 Interest paid - $ 41,914 Supplemental disclosure of non-cash information: Initial recognition of right-of-use asset and lease liability - $ 109,820 The accompanying notes are an integral part of these audited consolidated financial statements. F- 8 SINGULARITY FUTURE TECHNOLOGY, LTD. AND AFFILIATES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. ORGANIZATION AND NATURE OF BUSINESS The Company is an integrated logistics solution provider that was founded in 2001. On September 18, 2007, the Company merged into Sino-Global Shipping America, Ltd., a Virginia corporation. On January 3, 2022, the Company changed its corporate name from Sino-Global Shipping America, Ltd. to Singularity Future Technology Ltd. to reflect its then expanded operations into the digital assets business. Currently, the Company primarily focus on providing freight logistics services, which include shipping, and other logistical support to steel companies, through subsidiary, Trans Pacific Shipping Limited. To date, the Company has not generated any revenues 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 million. As of June 30, 2026, the Company’s subsidiaries included the following: Name 　 Background Ownership Artificial Intelligence Regeneration Technology Co., Ltd (Cayman Islands) 　 ● A Cayman Islands corporation 100 % owned by the Company 　 ● Incorporated on November 18, 2024 　 ● No material operations 　 　 　 　 　 Artificial Intelligence Regeneration Technology Co., Ltd (BVI) 　 ● A BVI corporation 100 % owned by the Company 　 ● Incorporated on May 21, 2025 　 ● No material operations Sino-Global Shipping New York Inc. (“SGS NY”) 　 ● A New York corporation 100 % owned by the Company 　 ● Incorporated on May 3, 2013 　 ● No material operations 　 　 　 　 　 Sino-Global Shipping HK Ltd. (“SGS HK”) 　 ● A Hong Kong corporation 100 % owned by the Company 　 ● Incorporated on September 22, 2008 　 ● No material operations 　 　 　 　 　 Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”) 　 ● A PRC limited liability company 100 % owned by the Company 　 ● Incorporated on November 13, 2007. 　 ● No material operations 　 　 　 　 　 Trans Pacific Logistic Shanghai Ltd. (“Trans Pacific Shanghai”) 　 ● A PRC limited liability company 90 % owned by Trans Pacific Beijing 　 ● Incorporated on May 31, 2009 　 ● Primarily engaged in freight logistics services 　 　 　 　 　 Gorgeous Trading Ltd (“Gorgeous Trading”) 　 ● A Texas corporation 100 % owned by SGS NY 　 ● Incorporated on July 1, 2021 　 ● No material operations 　 　 　 　 　 SG Shipping & Risk Solution Inc, (“SGSR”) 　 ● A New York corporation 100 % owned by the Company 　 ● Incorporated on September 29, 2021 　 ● No material operations 　 　 　 　 　 Singularity (Shenzhen) Technology Ltd. 　 ● A Mainland China corporation 100 % owned by the Company 　 ● Incorporated on September 4, 2023 　 ● No material operations 　 　 　 　 　 Singularity Future Technology Virginia Inc. 　 ● A Virginia corporation 100 % owned by Artificial Intelligence Regeneration Technology Co., Ltd (BVI) F- 9 Liquidity 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 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 of $ 5.9 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: 1. 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 units. 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. Persons. 2. Follow-on Regulation S Private Placement, August 12, 2026: The Company entered into a second securities purchase agreement with a distinct group of offshore investors for the sale of an aggregate of 2,299,212 shares (post- 1:14-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 million. 3. 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 per share. These pre-funded warrants are immediately exercisable, and will remain exercisable at any time until the entire warrant balance is exercised in full. 4. 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 per share. These pre-funded warrants are also immediately exercisable, and will remain exercisable in full until the entire warrant balance is settled. 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: 1. Pursuing targeted additional equity or debt financing transactions on an as-needed basis to support ongoing operations 2. 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. F- 10 Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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”). The consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. (b) Fair Value of Financial Instruments The Company follows the provisions of ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows: Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 — Inputs other than quoted prices that are observable for the asset or liability in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 — Unobservable inputs that reflect management’s assumptions based on the best available information. The carrying value of notes receivable, accounts receivable, and advances to suppliers, approximate their fair values because of the short-term nature of these instruments. (c) Use of Estimates and Assumptions The preparation of the Company’s consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s consolidated financial statements include revenue recognition, cost of revenues, allowance for credit losses, impairment loss, valuation allowance for deferred tax assets, and income tax expense. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. (d) Translation of Foreign Currency The accounts of the Company and its subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The Company’s functional currency is the U.S. dollar (“USD”) while its subsidiaries in the PRC, including Trans Pacific Beijing and Trans Pacific Logistic Shanghai Ltd. report their financial positions and results of operations in Renminbi (“RMB”). The accompanying consolidated financial statements are presented in USD. Foreign currency transactions are translated into USD using the exchange rates in effect at the time of the transaction. Generally, foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations. The Company translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign Currency Matters”. Assets and liabilities are translated at current exchange rates quoted by the Federal Reserve at the balance sheets’ dates and revenues and expenses are translated at average exchange rates in effect during the year. The resulting translation adjustments are recorded as other comprehensive loss and accumulated other comprehensive loss as a separate component of equity of the Company and also included in non-controlling interests. The exchange rates in effect as of June 30, 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. F- 11 (e) Cash 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, the U.S., and Djibouti. As of June 30, 2026 and 2025, cash balances of $ 50,230 and $ 62,773 , 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 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. 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: 1. 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. 2. 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. 3. Judgment debt restriction : The remaining restricted cash balances of $ 93,955 and $ 84,152 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 receivable are reduced by an allowance for credit losses that reflects the Company’s best estimate of the amounts that will not be collected. The Company makes estimations of the collectability of notes, accounts and other receivable. Many factors are considered in estimating the general allowance, including reviewing delinquent notes and accounts receivable, performing a customer credit analysis, and analyzing historical bad debt records and current and future economic trends. Notes, accounts and other receivable represent historical balances recorded with less related cash applications, less allowance for credit losses and any write-offs of any receivables not previously provided for. (g) Credit losses In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The ASU introduced a new credit loss methodology, the current expected credit losses (“CECL”) methodology, which requires earlier recognition of credit losses while also providing additional disclosure about credit risk. The Company adopted the ASU as of January 1, 2023. The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, receivables, contract assets and other financial assets measured at amortized cost at the time the financial asset is originated or acquired. The CECL is adjusted each period for changes in expected lifetime credit losses. The CECL methodology represents a significant change from prior U.S. GAAP and replaced the prior multiple existing impairment methods, which generally required that a loss be incurred before it was recognized. Within the life cycle of a loan or other financial asset, the methodology generally results in the earlier recognition of the provision for credit losses and the related ACL than prior U.S. GAAP. F- 12 The CECL methodology’s impact on expected credit losses, among other things, reflects the Company’s view of the current state of the economy, forecasted macroeconomic conditions. Under the CECL methodology, the allowance for credit losses is model based and utilizes a forward-looking macroeconomic forecast in estimating expected credit losses. The model of the allowance for credit losses would be considered the uncertainty of forward-looking scenarios based on the likelihood and severity of a possible recession as another possible scenario. The following table presents the aging analysis of accounts receivable and allowance for credit losses as of June 30, 2026 and 2025. Accounts receivable balance as of June 30, Allowance 2026 CECL for credit Aging group (USD) Rate losses <1 year $ 928,389 0 % - 1-2 years - 5 % - 2-3 years - 5 % - >3 years - 5 % - Total $ 928,389 - Accounts receivable balance as of June 30, Allowance 2025 CECL for credit Aging group (USD) Rate losses <1 year $ 396,744 0 % - 1-2 years - 5 % - 2-3 years - 5 % - >3 years - 5 % - Total $ 396,744 - Other receivables represent mainly customer advances, prepaid employee insurance and welfare benefits, which will be subsequently deducted from the employee payroll, project advances as well as office lease deposits. Management reviews its receivables on a regular basis to determine if the credit loss allowance is adequate and adjusts the allowance when necessary. Delinquent account balances are written off against allowance for credit losses after management has determined that the likelihood of collection is not probable. Other receivables are written off against the allowances only after exhaustive collection efforts. (h) Revenue Recognition The Company recognizes revenue which represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. The Company identifies contractual performance obligations and determines whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company uses a five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation. For the Company’s freight logistic 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 metric tons. 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. F- 13 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 revenue. 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 are described as follows: For the Years Ended June 30, June 30, 2026 2025 Freight logistic services $ 1,693,264 $ 1,813,193 Disaggregated information of revenues by geographic location is as follows: For the Years Ended June 30, June 30, 2026 2025 PRC $ 1,693,264 $ 1,813,193 (i) Cost of revenues Cost of revenues consist of costs directly attributable to the performance of freight logistic services which are mainly services provided by third parties. F- 14 (j) Leases The Company adopted FASB ASU 2016-02, “Leases” (Topic 842) for the year ended June 30, 2020, and elected the practical expedients that does not require us to reassess: (1) whether any expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct costs for any expired or existing leases. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. The Company also adopted the practical expedient that allows lessees to treat the lease and non-lease components of a lease as a single lease component. Upon adoption, the Company recognized right of use (“ROU”) assets and same amount of lease liabilities based on the present value of the future minimum rental payments of leases, using an incremental borrowing rate of 10.74 % based on the duration of lease terms. Operating lease ROU assets and lease liabilities are recognized at the adoption date or the commencement date, whichever is earlier, based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. Its leases generally do not provide a residual guarantee. The operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term. The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. (k) Taxation Because the Company and its subsidiaries and Sino-China were incorporated in different jurisdictions, they file separate income tax returns. The Company uses the asset and liability method of accounting for income taxes in accordance with U.S. GAAP. Deferred taxes, if any, are recognized for the future tax consequences of temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements. A valuation allowance is provided against deferred tax assets if it is more likely than not that the asset will not be utilized in the future. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense. The Company had no uncertain tax positions as of June 30, 2026 and 2025. Income tax returns for the years prior to 2020 are no longer subject to examination by U.S. tax authorities. PRC Enterprise Income Tax PRC enterprise income tax is calculated based on taxable income determined under the PRC Generally Accepted Accounting Principles (“PRC GAAP”) at 25 %. Subsidiaries incorporated in the PRC are subject to the Enterprise Income Tax Laws of the PRC. PRC Value Added Taxes and Surcharges The Company is subject to value added tax (“VAT”). Revenue from services provided by the Company’s PRC subsidiaries are subject to VAT at rates ranging from 9 % to 13 %. Entities that are VAT general taxpayers are allowed to offset qualified VAT paid to suppliers against their VAT liability. Net VAT liability is recorded in taxes payable on the consolidated balance sheets. F- 15 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. (l) 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. 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. (m) Comprehensive Income (Loss) The Company reports comprehensive income (loss) in accordance with the authoritative guidance issued by Financial Accounting Standards Board (the “FASB”) which establishes standards for reporting comprehensive income (loss) and its component in financial statements. Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under US GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies. (n) Segment reporting 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. GAAP. In accordance with ASC 280, Segment Reporting , 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. The 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 2025, 100 % 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 and results of operations may be influenced by the political, economic, health and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, health and legal environments and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. (p) Related parties Parties, which can be a corporation or individuals, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence. F- 16 (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 of all ASUs. Management periodically reviews new accounting standards that are issued. In November 2024, the FASB issued ASU 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. This ASU may be applied either on a prospective or retrospective basis. We are currently evaluating the impact of this standard on our disclosures. In January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40),which clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of Update 2024-03 is permitted. In May 2025, the FASB issued ASU 2025-04, Compensation – Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606), Clarifications to Share-Based Consideration Payable to a Customer, which revised the Master Glossary definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The revised definition also incorporates performance targets based on purchases made by other parties that purchase the grantor’s goods or services from the grantor’s customers. The revised definition of the term performance condition cannot be applied by analogy to awards granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations. Although it is expected that entities will conclude that fewer awards contain service conditions, for those that are determined to have service conditions, the amendments in this Update eliminate the policy election permitting a grantor to account for forfeitures as they occur. Therefore, when measuring share-based consideration payable to a customer that has a service condition, the grantor is required to estimate the number of forfeitures expected to occur. Separate policy elections for forfeitures remain available for share-based payment awards with service conditions granted to employees and nonemployees in exchange for goods or services to be used or consumed in the grantor’s own operations. The amendments in this Update clarify that share-based consideration encompasses the same instruments as share-based payment arrangements, but the grantee does not need to be a supplier of goods or services to the grantor. Finally, the amendments in this Update clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. Therefore, a grantor is required to assess the probability that an award will vest using only the guidance in Topic 718. Collectively, these changes improve the decision usefulness of a grantor’s financial statements, improve the operability of the guidance, and reduce diversity in practice for accounting for share-based consideration payable to a customer. Under the amendments in this Update, revenue recognition will no longer be delayed when an entity grants awards that are not expected to vest. This is expected to result in estimates of the transaction price that better reflect the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer and, therefore, more decision-useful financial reporting. F- 17 The amendments in this Update are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. The amendments in this Update permit a grantor to apply the new guidance on either a modified retrospective or a retrospective basis. When applying the amendments in this Update on a modified retrospective basis, a grantor should recognize a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of 4 equity or net assets in the statement of financial position) as of the beginning of the period of adoption and should not recast any financial statement information before the period of adoption. A grantor should apply the amendments as of the date of initial application to all share-based consideration payable to a customer. When applying the amendments in this Update on a retrospective basis, a grantor should recast comparative periods and recognize a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest period presented. Additionally, an entity that elects to apply the guidance retrospectively should use the actual outcome, if known, of a performance condition or service condition as of the beginning of the annual reporting period of adoption for all prior-period estimates. If actual outcomes are unknown as of the beginning of the annual reporting period of adoption, an entity should use its estimate of the probability of achieving a service condition or performance condition as of the beginning of the annual reporting period of adoption for all prior-period estimates. In September 2025, the FASB issued ASU 2025-06, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40) - Targeted Improvements to the Accounting for Internal-Use Software”, the amendments in this Update remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40. Therefore, an entity is required to start capitalizing software costs when both of the following occur: 1. Management has authorized and committed to funding the software project. 2. It is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). In evaluating the probable-to-complete recognition threshold, an entity is required to consider whether there is significant uncertainty associated with the development activities of the software (referred to as “significant development uncertainty”). The two factors to consider in determining whether there is significant development uncertainty are whether: 1. The software being developed has technological innovations or novel, unique, or unproven functions or features, and the uncertainty related to those technological innovations, functions, or features, if identified, has not been resolved through coding and testing. 2. The entity has determined what it needs the software to do (for example, functions or features), including whether the entity has identified or continues to substantially revise the software’s significant performance requirements. The amendments in this Update specify that the disclosures in Subtopic 360- 10, Property, Plant, and Equipment—Overall, are required for all capitalized internal-use software costs, regardless of how those costs are presented in the financial statements. Additionally, the amendments clarify that the intangibles disclosures in paragraphs 350-30-50-1 through 50-3 are not required for capitalized internal-use software costs. Furthermore, the amendments in this Update supersede the website development costs guidance and incorporate the recognition requirements for website-specific development costs from Subtopic 350-50 into Subtopic 350-40. 4 within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The amendments in this Update permit an entity to apply the new guidance using any of the following transition approaches: 1. A prospective transition approach 2. A modified transition approach that is based on the status of the project and whether software costs were capitalized before the date of adoption 3. A retrospective transition approach. Under a prospective transition approach, an entity should apply the amendments in this Update to new software costs incurred as of the beginning of the period of adoption for all projects, including in-process projects. Under a modified transition approach, an entity should apply the amendments in this Update on a prospective basis to new software costs incurred (for all projects, including costs incurred for in-process projects), except for in-process projects that, as of the date of adoption, the entity determines do not meet the capitalization requirements under the amendments but meet the capitalization requirements under current guidance. For those in-process projects, an entity should derecognize any capitalized costs through a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the date of adoption. Under a retrospective transition approach, an entity should recast comparative periods and recognize a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the first period presented. In September 2025, the FASB issued ASU 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606) - Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract”, the amendments in this Update exclude from derivative accounting nonexchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract. However, this scope exception does not apply to (1) variables based on a market rate, market price, or market index, (2) variables based on the price or performance of a financial asset or financial liability of one of the parties to the contract, (3) contracts (or features) involving the issuer’s own equity that are evaluated under the guidance in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and (4) call options and put options on debt instruments. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. An entity is permitted to apply the amendments in this Update either (1) prospectively to new contracts entered into on or after the date of adoption or (2) on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing as of the beginning of the annual reporting period of adoption. If an entity applies the modified retrospective transition method described in the preceding paragraph, upon adoption the entity may elect on an instrument-by-instrument basis to (1) measure contracts previously accounted for as derivatives that are no longer accounted for as derivatives in their entirety under the amendments in this Update at fair value with changes in fair value recognized in earnings and (2) stop applying the fair value option for contracts that contained embedded features that otherwise would have been bifurcated but are no longer accounted for as derivatives under the amendments in this Update. F- 18 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. The amendments also clarify that a group of individual forecasted transactions can be considered to have a similar risk exposure if the derivative used as the hedging instrument is highly effective against each hedged risk in the group. In addition, in some cases, entities are permitted to perform an ongoing qualitative assessment of whether a group of individual forecasted transactions has a similar risk exposure. The amendments in this Update improve GAAP by expanding the hedged risks permitted to be aggregated in a group of individual forecasted transactions, thereby enabling entities to apply hedge accounting to potentially broader portfolios of forecasted transactions. Entities that aggregate larger groups of individual forecasted transactions in accordance with the amendments can achieve hedge accounting in a more efficient, cost-effective manner while reducing the risk of missed forecasts for highly effective economic hedges. Furthermore, the amendments improve operability and foster consistent application of the similar risk assessment. Therefore, an entity’s financial statements can provide more relevant information to investors about the entity’s risk management activities related to cash flow hedges of groups of forecasted transactions. 4 The amendments in this Update improve GAAP because the application of hedge accounting will not be limited by whether the execution of the nonfinancial purchase or sale transaction is in the spot or forward market. Relative to current GAAP, which limits designation of nonfinancial components to those that are contractually specified, a model based on the clearly-and-closely-related criteria permits hedge accounting for eligible components of forecasted spot-market transactions, forward-market transactions, and subcomponents of explicitly referenced components in an agreement’s pricing formula. Furthermore, the amendments also may enable entities to reduce missed forecasts for highly effective economic hedges, more closely aligning hedge accounting with the economics of entities’ risk management activities. The amendments in this Update also clarify that entities may designate a variable price component in a contract that is accounted for as a derivative as the hedged risk if all other hedge criteria are satisfied. That clarification improves GAAP because it resolves diversity in practice about whether hedge accounting may be applied in those situations and allows hedge accounting to be applied to highly effective economic hedges. Issue 4: Net Written Options as Hedging Instruments The amendments in this Update on the use of net written options as hedging instruments improve GAAP by updating the hedge accounting guidance to accommodate differences in the loan and swap markets that developed after the cessation of the London Interbank Offered Rate. Specifically, the amendments in this Update eliminate the requirement to apply the net written option test to a compound derivative comprising a swap and a written option designated as the hedging instrument in a cash flow hedge or a fair value hedge of interest rate risk. Issue 5: Foreign-Currency-Denominated Debt Instrument as Hedging Instrument and Hedged Item (Dual Hedge) The amendments in this Update eliminate the recognition and presentation mismatch related to a dual hedge strategy (that is, a hedge for which a foreign currency-denominated debt instrument is both designated as the hedging instrument in a net investment hedge and designated as the hedged item in a fair value hedge of interest rate risk). The amendments require that an entity exclude the debt instrument’s fair value hedge basis adjustment from the net 5 investment hedge effectiveness assessment. As a result, an entity immediately recognizes in earnings the gains and losses from the remeasurement of the debt instrument’s fair value hedge basis adjustment at the spot exchange rate. Entities are prohibited from applying this guidance by analogy to other circumstances. The amendments in this Update improve GAAP by enabling entities that utilize dual hedging strategies to reflect the economic offset of changes attributable to both interest rate risk and foreign exchange risk. For public business entities, the amendments in this Update are effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. For entities other than public business entities, the amendments are effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted on any date on or after the issuance of this Update. Entities should apply the amendments in this Update on a prospective basis for all hedging relationships. An entity may elect to adopt the amendments in this Update for hedging relationships that exist as of the date of adoption. Upon adoption of the amendments in this Update, entities are permitted to modify certain critical terms of certain existing hedging relationships without dedesignating the hedge. F- 19 In December 2025, the FASB issued ASU 2025-10, “Government Grants (Topic 832) Accounting for Government Grants Received by Business Entities”, The amendments in this Update establish the accounting for a government grant received by a business entity, including guidance for (1) a grant related to an asset and (2) a grant related to income. A grant related to an asset is a government grant, or part of a government grant, that is conditioned on the purchase, construction, or acquisition of an asset (for example, a long-lived asset or inventory). A grant related to income is a government grant, or part of a government grant, other than a grant related to an asset (for example, a grant that reimburses a business entity for operating expenses). The amendments in this Update require that a government grant received by a business entity should not be recognized until: 1. It is probable that (a) a business entity will comply with the conditions attached to the grant and (b) the grant will be received. 2. A business entity meets the recognition guidance for a grant related to an asset or a grant related to income. 3 The amendments in this Update require that a grant related to an asset be recognized on the balance sheet as a business entity incurs the related costs for which the grant is intended to compensate, either as: 1. Deferred income (the deferred income approach) 2. An adjustment to the cost basis in determining the carrying amount of the asset (the cost accumulation approach). A grant related to income and a grant related to an asset for which the deferred income approach is elected should be recognized in earnings on a systematic and rational basis over the periods in which a business entity recognizes as expenses the costs for which the grant is intended to compensate. When a business entity elects the cost accumulation approach for a grant related to an asset, there is no separate subsequent recognition of the government grant proceeds in earnings. The carrying amount of the asset that reflects the government grant proceeds would be used to determine depreciation or other subsequent accounting for that asset. The amendments in this Update require that a business entity present a grant related to income and a grant related to an asset for which the deferred income approach is elected as part of earnings either (1) separately under a general heading such as other income or (2) deducted from the related expense. In addition, the amendments in this Update require, consistent with current disclosure requirements, that a business entity provide disclosures, including the nature of the government grant received, the accounting policies used to account for the grant, and significant terms and conditions of the grant. 5 Under a modified prospective approach, prior-period results should not be restated and there is no cumulative-effect adjustment. 2. A modified retrospective approach to both: a. Government grants that are entered into on or after the beginning of the earliest period presented b. Government grants that are not complete as of the beginning of the earliest period presented. A government grant is complete when substantially all of the government grant proceeds have been recognized before the beginning of the earliest period presented. Under a modified retrospective approach, all prior period results should be restated for government grants that are not complete as of the beginning of the earliest period presented through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented. 3. A retrospective approach to all government grants through a cumulative effect adjustment to the opening balance of retained earnings as of the beginning of the earliest period presented. In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270) Narrow-Scope Improvements”, the amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270. The amendments in this Update result in a comprehensive list of interim disclosures that are required by GAAP. In developing the list of disclosures required by other Topics, the Board focused on identifying the interim disclosures that are currently required under GAAP. The objective of the amendments is to provide clarity about the current requirements, rather than evaluate whether to expand or reduce interim disclosure requirements. The amendments in this Update also include a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. The intent of the disclosure principle, which is modeled after a previous SEC disclosure requirement, is to help entities determine whether disclosures not specified in Topic 270 should be provided in interim reporting periods. The amendments in this Update also clarify the applicability of Topic 270, the types of interim reporting, and the form and content of interim financial statements in accordance with GAAP. The Board expects that these clarifications will enhance consistency in interim reporting for all entities. The Board considers the amendments in this Update to be necessary to reflect the development of interim reporting over time. The amendments in this Update are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and for interim reporting periods within annual reporting 3 periods beginning after December 15, 2028, for entities other than public business entities. Early adoption is permitted for all entities. The amendments in this Update can be applied either (1) prospectively or (2) retrospectively to any or all prior periods presented in the financial statements. In December 2025, the FASB issued ASU 2025-12, “Codification Improvements”, thirty-three issues are addressed in this Update. Generally, the amendments in this Update are not intended to result in significant changes for most entities. However, the Board recognizes that changes to guidance may result in accounting changes for some entities. Therefore, the Board is providing transition guidance for the amendments. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. 12 Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings Per Share, related to Issue 4) using one of the following transition methods: 1. Prospectively to all transactions recognized on or after the date that the entity first applies the amendments 2. Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. An entity may elect the transition method on an issue-by-issue basis. For example, it may apply certain amendments prospectively while applying others retrospectively. For the amendments in this Update to Topic 260 (that is, Issue 4), an entity should apply the amendments retrospectively to each prior reporting period presented in the period of adoption. F- 20 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. Under the 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: 1. Buy or receive transferable environmental credits and use those credits: a. 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. 2. Generate environmental credits. 3. 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 designee(s). 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 Issues. 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: 1. 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. 2. 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 date. 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. F- 21 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 that date. 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. Disclosure 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: 1. 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. Significant estimates and judgments used in applying the guidance. An entity also is required to disclose in annual reporting periods: 1. The current 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. An entity 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 of adoption. An entity should not recast any financial statement information before the period of adoption. At the date of initial application, the entity should: 1. 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. For 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. An entity also should derecognize the carrying amount of an asset recognized for a nonrefundable deposit made to obtain voluntary environmental credits. 2. Measure environmental credits recognized as assets as follows: a. Compliance environmental credits. Using the entity’s carrying amount existing at the date of initial application. b. 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. c. 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. d. 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. 3. 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 asset. 4. Recognize and measure environmental credit obligation liabilities by applying the amendments at the date of initial application. 5. 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 but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial position, statements of operations, cash flows, and disclosures. Note 3. NOTES RECEIVABLE Notes receivable related to bank acceptance notes issued by third party companies and backed by financial institutions which can be encashed upon maturity, encashed by discounting, or reassigned to suppliers. As of June 30, 2026, the maturity date of these notes ranging from July 5, 2026 to September 24, 2026. Note 4. ACCOUNTS RECEIVABLE The Company’s accounts receivable are as follows: As of As of June 30, June 30, 2026 2025 Trade accounts receivable $ 928,389 $ 396,744 F- 22 Note 5. ADVANCES TO SUPPLIERS Advances to suppliers related to prepayment for various shipping costs associated with shipments and commodity trading activities. The Company’s advances to suppliers as of the respective balance sheet dates are presented below: As of As of June 30, June 30, 2026 2025 Commodity trading (1) $ 19,203,660 - Freight fees 44,772 1,084 Advances to suppliers $ 19,248,432 $ 1,084 (1) 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 periods. Key risks associated with these transactions include but not limited to foreign exchange risk stemming from conversion between Djiboutian franc and US dollars, risks related to the political and economic stability of Djibouti, performance risk of the counterparty suppliers and the legal enforceability of the executed purchase agreements. These advances are unsecured and non-interest bearing. Management has evaluated the recoverability of these advances and determined that no allowance was necessary as of 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. Note 6. LOANS FROM THIRD PARTIES The Company’s loans from third parties are as follows: As of As of June 30, June 30, 2026 2025 Loans from third parties - current $ 863,221 $ 999,940 Loans from third parties - non-current 2,918,200 466,321 Total loans from third parties $ 3,781,421 $ 1,466,261 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 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 $ 306,367 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: As of June 30, Twelve months ended June 30, 2026 Fiscal year 2027 $ 863,221 Fiscal year 2028 2,918,200 Total $ 3,781,421 Note 7. LEASES The Company leases its office in Shanghai City from a third party for its operations. As of June 30, 2026 and 2025, the remaining average lease term was an average of 0.5 and 1.5 years, respectively. The Company’s lease agreements do not provide a readily determinable implicit rate nor is it available to the Company from its lessors. Instead, the Company estimates its incremental borrowing rate based on actual incremental borrowing interest rates from financial institutions in order to discount lease payments to present value. The discount rate of the Company’s operating leases was 10.74 % and 10.74 % per annum, as of June 30, 2026, and 2025, respectively. Supplemental balance sheet information related to operating leases was as follows: As of As of June 30, June 30, 2026 2025 Right-of-use asset $ 31,293 $ 84,370 Lease liability, current 31,293 53,286 Lease liability, non-current - 31,084 Total lease liability $ 31,293 $ 84,370 F- 23 As of June 30, 2026, maturities of lease liability were as follows: As of June 30, Twelve months ended June 30, 2026 Fiscal year 2027 $ 32,281 Less: Imputed interest ( 988 ) Total lease liability $ 31,293 Note 8. 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. 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. 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. Mr. 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. 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 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. Note 9. 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 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. F- 24 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. If the settlement is not finalized, the Company intends to continue defending itself in the Class Action. Note 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES The details of accrued expenses and other current liabilities are as follows: As of As of June 30, June 30, 2026 2025 Salary and reimbursement payable $ 641,308 $ 217,586 Interest payable 329,774 109,328 Professional fees and other expense payable 318,791 818,836 Accrued expenses 265,850 111,219 Total $ 1,555,723 $ 1,256,969 F- 25 Note 11. EQUITY Share issuances: 2021 warrants On February 6, 2021, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 1,998,500 shares of the common stock of the Company, no par value per share, at a purchase price of $ 6.805 per share. Net proceeds to the Company from the sale of the shares and the warrants, after deducting estimated offering expenses and placement agent fees, were approximately $ 12.4 million. The Company also sold to the investors warrants to purchase up to an aggregate of 1,998,500 shares of common stock at an exercise price of $ 6.805 per share. The warrants are exercisable upon issuance and expire five and a half ( 5.5 ) years from the date of issuance. The exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices. On February 9, 2021, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company sold to the investors, and the investors purchased from the Company, in a registered direct offering, an aggregate of 3,655,000 shares of the common stock of the Company, no par value per share, at a purchase price of $ 7.80 per share. Net proceeds to the Company from the sale of the shares and the warrants, after deducting estimated offering expenses and placement agent fees, were approximately $ 26.1 million. The Company also sold to the investors warrants to purchase up to an aggregate of 3,655,000 shares of common stock at an exercise price of $ 7.80 per share. The warrants are exercisable upon issuance and expire five and a half ( 5.5 ) years from the date of issuance. The exercise price and the number of shares of common stock issuable upon exercise of the warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices. On December 14, 2021, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with non-U.S. investors and accredited investors pursuant to which the Company sold to the investors, and the investors agreed to purchase from the Company, an aggregate of 3,228,807 shares of common stock, no par value, and warrants to purchase 4,843,210 shares. The purchase price for each share of common stock and one and a half warrants was $ 3.26 , and the exercise price per warrant is $ 4.00 . The Company received net proceed of $ 10,525,819 and issued 3,228,807 shares and 4,843,210 warrants. In connection with the issuance, the Company issued 500,000 shares to a consultant in assisting the Company in finding potential investors. The warrants will be exercisable at any time during the Exercise Window. The “Exercise Window” means the period beginning on or after June 14, 2022 and ending on or prior to 5:00 p.m. (New York City time) on December 13, 2026 but not thereafter; provided, however, that the total number of the Company’s issued and outstanding shares of common stock, multiplied by the NASDAQ official closing bid price of the common stock shall equal or exceed $ 150,000,000 for a three consecutive month period prior to an exercise. 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. 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 Weighted Average Exercise Warrants Price Warrants outstanding, as of June 30, 2025 and 2024 86,339 $ 616.70 Issued 121,429 $ 84.98 Exercised - - Expired ( 40,106 ) $ 685.72 Warrants outstanding, as of June 30, 2026 167,662 $ 250.04 Warrants exercisable, as of June 30, 2026 167,662 $ 250.04 F- 26 Weighted Average Warrants Exercise 　 Exercisable Price 2021 warrants - 46,233 46,233 $ 683.76 2025 warrants – 121,429 121,429 $ 84.98 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 per share. 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 On 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 per share. 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’ equity. Note 12. NON-CONTROLLING INTEREST The Company’s non-controlling interest consists of the following: As of As of June 30, June 30, 2026 2025 Trans Pacific Shanghai $ ( 1,099,170 ) $ ( 1,014,754 ) Brilliant Warehouse - ( 1,001,965 ) Total $ ( 1,099,170 ) $ ( 2,016,719 ) On August 6, 2025, the Company dissolved its subsidiary, Brilliant Warehouse Service Inc. F- 27 Note 13. COMMITMENTS AND CONTINGENCIES Contingencies Crivellaro v. Singularity Future Technology Ltd. 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 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. 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. If the settlement is not finalized, the Company intends to continue defending itself in the Class Action. F- 28 Huang v. Singularity Future Technology Ltd. As previously disclosed, In February 2024, Zhikang Huang, a former officer and director of the Company, filed a lawsuit against the Company in the Circuit Court for the City of Richmond, 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. 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. 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. Mr. 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. Jing Shan v. Singularity Future Technology Ltd. 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. , 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. 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. F- 29 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. Mr. 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 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. As 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 of $ 980,200 for the three months ended September 30, 2021 and six months ended December 31, 2021. The Company corrected the errors referenced above in an amendment to (1) the 2021 Form 10-K (the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended Form 10-Qs,” collectively with the Amended Form 10-K, the “Restatements”). On June 17, 2024, the Company received a subpoena from the SEC requesting the production of certain documents related to an investigation by the SEC regarding the Restatements (the “Investigation”). Because the Investigation is at an early stage, the Company cannot predict its outcome, duration, or any potential consequences at this time. The SEC has not advised the Company that it has concluded any legal violation has occurred, but any Investigation potentially could result in government enforcement actions and, to civil and/or criminal sanctions under relevant laws. The Company intends to cooperate with the SEC with respect to the Investigation. On January 17, 2025, after cooperating with the Investigations, the Company reached a resolution with the SEC regarding the aforementioned matters. The SEC approved the Company’s Offer of Settlement and issued its Cease-and-Desist Order (the “SEC Order”) dated January 17, 2025, with respect to certain violations related to the Company’s financial reporting, accounting, books and records, and internal controls. Pursuant to the terms of the SEC Order, the Company 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. Note 14. INCOME TAXES On March 27, 2020, the CARES Act was enacted and signed into law and includes, among other things, refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods and alternative minimum tax credit refunds. The Company does not at present expect the provisions of the CARES Act to have a material impact on its tax provision given the amount of net operating losses currently available. 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, 2026 2025 Pre-tax loss from U.S, operations $ ( 5,667,830 ) $ ( 2,935,846 ) Pre-tax loss from PRC operations ( 242,801 ) ( 348,455 ) Net loss before income tax expenses $ ( 5,910,631 ) $ ( 3,284,301 ) The Company’s income tax expenses for years ended June 30, 2026 and 2025 are as follows: For the Years Ended June 30, June 30, June 30, 2026 2025 Current U.S. - $ 30,230 PRC - - Total income tax expenses - $ 30,230 F- 30 Total cash payments for income taxes, disaggregated by taxing jurisdiction for the respective fiscal years, are as follows: For the Years Ended June 30, 2026 2025 Federal income tax paid (U.S.) - $ 21,000 State income tax paid (U.S.) - 9,230 Foreign (PRC) income tax paid - - Total cash income tax paid - $ 30,230 No U.S. 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, 2026 2026 2025 2025 Dollar Effective Dollar Effective Amount tax rate Amount tax rate US Statutory tax rate $ ( 1,241,134 ) 21.0 % $ ( 822,804 ) 21.0 % Change in valuation allowance 1,371,736 ( 23.3 %) 834,566 ( 19.8 %) Rate differential in foreign jurisdiction ( 130,602 ) 2.3 % 18,468 ( 0.3 %) Total - - $ 30,230 0.9 % The Company’s deferred tax assets are comprised of the following: As of As of June 30, June 30, 2026 2025 Allowance for credit losses PRC $ 389,000 $ 368,000 Net operating loss U.S. 23,506,000 22,932,000 PRC 307,000 222,000 Total deferred tax assets 24,202,000 23,522,000 Valuation allowance ( 24,202,000 ) ( 23,522,000 ) Deferred tax assets, net - long-term - - As of June 30, 2026 and 2025, the Company incurred a cumulative U.S. 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 $ 1.2 million and approximately $ 0.9 million, which may be available for reducing future taxable income. The Company periodically evaluates the likelihood of the realization of deferred tax assets (“DTA”) and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. Management considers new evidence, both positive and negative, that could affect the Company’s future realization of deferred tax assets including its recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and other relevant factors. The Company determined that it is more likely than not that its deferred tax assets could not be realized due to uncertainty on future earnings as a result of the company’s reorganization and venture into new businesses. The Company provided a 100 % allowance for its DTA as of June 30, 2026. The Company’s taxes payable consists of the following: As of As of June 30, June 30, 2026 2025 Corporate income tax payable $ 2,267,124 $ 2,151,691 VAT tax payable 1,105,775 1,046,456 Other taxes payable 54,964 52,326 Total $ 3,427,863 $ 3,250,473 F- 31 Note 15. CONCENTRATIONS Major Customers For the year ended June 30, 2026, one customer 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 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, 2026, two suppliers accounted for approximately 28.5 % and 18.2 % of the total gross purchases. As of June 30, 2026, two suppliers accounted for approximately 37.7 %, and 14.0 % of the Company’s accounts payable balance. 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. Note 16. RELATED PARTY BALANCES AND TRANSACTIONS Set forth below are transactions with related persons for the years ended June 30, 2026 and 2025. Due from Related Party As of June 30, 2026 and 2025, the outstanding amounts due from related parties consist of the following: As of As of June 30, June 30, 2026 2025 Shanghai Baoyin Industrial Co., Ltd (1) $ 1,145,307 $ 1,084,793 Zhejiang Jinbang Fuel Energy Co., Ltd (2) 410,168 388,496 Less: impairment for credit losses ( 1,555,475 ) ( 1,473,289 ) Total - - Movements of allowance for credit losses were as follows: June 30, June 30, 2026 2025 Beginning balance $ 1,473,289 $ 2,122,376 Less: Write-off - ( 675,063 ) Exchange rate effect 82,186 25,976 Ending balance $ 1,555,475 $ 1,473,289 (1) 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 on demand. The Company provided full credit losses for the balance of the receivable. The amount due from Shanghai Baoyin changed was as a result of changes in exchange rates. (2) As of 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 Shanghai. The advance is non-interest bearing. The Company provided full credit losses for the balance of the receivable. The amount due from Zhejiang Jinbang changed was as a result of changes in exchange rates. F- 32 Due to related parties As 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. As 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. Note 17. Disposition of subsidiaries On August 6, 2025, the Company dissolved its subsidiary, Brilliant Warehouse Service Inc. On September 25, 2025, the Company entered into a share transfer agreement with a third party and disposed its subsidiary, New Energy Tech Limited, for a consideration of $ 2.7 million. The following is a reconciliation of the carrying amounts of major classes of assets and liabilities in the consolidated balance sheets as of the date of disposition of subsidiaries: As of date of disposition Carrying amount of major classes of assets Cash 754 Restricted cash 2,590,915 Due from intercompanies 1,002,159 Prepaid expenses 426,492 Total assets of disposed entity $ 4,020,320 Carrying amount of major classes of liabilities Loans from third parties 999,940 Accrued expenses and other current liabilities 478,038 Total liabilities of disposed entity $ 1,477,978 Net assets disposed of $ 2,542,342 Cash outflow arising from disposal: Net assets disposed of (as above) ($ 2,542,342 ) Less: Consideration 2,700,000 Gain from disposal of subsidiaries $ 157,658 Cash proceeds on disposal $ 2,700,000 Less: Cash and bank balances in subsidiary disposed of ( 2,591,669 ) Net cash inflow on disposal $ 108,331 The following is a reconciliation of the amounts of major classes of operations of disposed entities in the condensed consolidated statements of income (loss) and comprehensive income (loss) for the period from July 1, 2025 to the date of disposition. From July 1, 2025 to the date of disposition Operating expenses $ 30,588 Net loss $ 30,588 F- 33 Note 18. SUBSEQUENT EVENTS 1. 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 of 5,263,158 units (the “Unit”), each Unit consisting of one share of the Company’s common stock, without par value (the “Common Stock”) and three warrants, with each warrant initially exercisable to purchase one share of the Common Stock at an exercise price of $ 0.418 (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 , for cash. 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 Warrant. The Warrants shall expire five years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting capitalizations and subdivisions or other similar transactions. 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, (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 Warrants. The Shares were issued in reliance on the exemption from registration provided by the Regulation S. 2. 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 ratios: 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”). As 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 . 3. 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 with the $ 1 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. On May 19, 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. On August 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. F- 34 4. 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. Persons” 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 of $ 1.165 , 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 2,299,212 shares of the Common Stock to the Investors in reliance on the exemption from registration provided by Regulation S. The Amended and Restated Warrants have not been issued and will not be issued unless and until the requisite shareholder approval is obtained. 5. 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 per share. The purchase price for each Pre-Funded Warrant was $ 2.999 , with an exercise price of $ 0.001 per share. 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. 6. 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 $ 5.0 million. 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 per share. 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. 7. On September 21, 2026, the Company dissolved its subsidiary, Gorgeous Trading Ltd. F- 35