UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, ~~2024~~2025

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

For the transition period from ___________ to ___________

Commission file number 001-34024

SINGULARITY FUTURE TECHNOLOGY LTD.
(Exact name of registrant as specified in its charter)

Virginia		11-3588546
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~98 Cutter~~48 ~~Mill~~Wall ~~Road~~Street, Suite 1100

~~Suite~~New York, NY 10005 ~~311~~(Address of principal executive offices) (Zip Code)

Great Neck, New York 11021 (Address of principal executive offices) (Zip Code)

(718) 888-1814
(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, no par value		SGLY		The Nasdaq Stock Market LLC

Securities Registered Pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of voting common stock held by non-affiliates of the registrant as of June 30, ~~2024~~2025, the last business day of the registrant’s fiscal ~~2024~~2025, was approximately $174,~~447~~287,~~390~~562.~~16.~~

The number of shares of common stock outstanding as of October 1513, ~~2024~~2025 was 34,~~503~~203,492.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

SINGULARITY FUTURE TECHNOLOGY LTD.

FORM 10-K

INDEX

	Introduction	ii
	Cautionary Note Regarding Forward-Looking Statements	iii
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	15
Item 1B.	Unresolved Staff Comments	2019
Item 1C.	Cybersecurity	2019
Item 2.	Properties	2019
Item 3.	Legal Proceedings	2019
Item 4.	Mine Safety Disclosures	2019
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2120
Item 6.	[Reserved]	2120
Item 7.	Management’s Discussion and Analysis or Plan of Operation	2120
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	3028
Item 8.	Financial Statements and Supplementary Data	3028
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3028
Item 9A.	Controls and Procedures	3028
Item 9B.	Other Information	3129
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3129
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3230
Item 11.	Executive Compensation	3534
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3735
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3937
Item 14.	Principal Accountant Fees and Services	4038
Item 15.	Exhibits, Financial Statement Schedules	4139
Item 16.	Form 10-K Summary	4139

INTRODUCTION

Unless the context otherwise requires, in this annual report on Form 10-K (this “Report”):

●

“We,” “us,” “our,” and “our Company” refer to Singularity Future Technology Ltd., a Virginia company incorporated in September 2007, and all of its direct and indirect consolidated subsidiaries;

●

“Singularity” refers to Singularity Future Technology, Ltd;

●

“Sino-China” refers to Sino-Global Shipping Agency Ltd., a Chinese legal entity;

●

“PRC” refers to the People’s Republic of China, excluding Taiwan for the purpose of this Report;

●

“US” or “U.S.” refers to the United States of America;

●

“RMB” or “Renminbi” refers to the legal currency of China, and “$” or “U.S. dollars” refers to the legal currency of the United States.

Names of certain PRC companies provided in this Report are translated or transliterated from their original PRC legal names. Discrepancies, if any, in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

●

our ability to timely and properly deliver our services;

●

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

●

current and future political and economic factors in the United States and China and the relationship between the two countries; the Chinese government exerts substantial influence over the manner in which we conduct our business activities in the PRC and may intervene or influence our operations at any time with little advance notice, which could result in a material change in our operations and the value of our common stock

●

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

●

demand for warehouse, shipping and logistics services;

●

foreign currency exchange rate fluctuations;

●

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

●

our ability to identify and successfully execute cost control initiatives;

●

the impact of quotas, tariffs or safeguards on our customer’s products;

●

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

	●	relevant governmental policies and regulations relating to our businesses;

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

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

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

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

iii

PART I

Item 1. Business.

Overview

We are a global logistics integrated solution provider that was founded in the United States in 2001. On September 18, 2007, the Company merged into a new corporation, Sino-Global Shipping America, Ltd. in Virginia. On January 3, 2022, the Company changed its corporate ~~name~~ name to Singularity Future Technology Ltd. to reflect its expanded operations into the digital assets business. Currently, we primarily ~~focus~~ focus on providing freight logistics services, which mainly include shipping, warehouse services and other logistical support to steel companies.

In 2017, we began exploring new opportunities to expand our business and generate more revenue. These opportunities ranged from complementary businesses to other new service and product initiatives. In the fiscal year 2022, while we continued to provide our traditional freight logistics business, we expanded our services to include warehousing services provided by our U.S. subsidiary Brilliant Warehouse Service Inc.

We are currently engaged in providing freight logistics services including warehouse services, which are operated by our subsidiaries Trans Pacific Shipping Limited in China and Gorgeous Trading Ltd. and Brilliant Warehouse Service Inc in the United States. Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery.

As a holding company with no material operations, conduct substantially all of our operations through subsidiaries established in the United States, the People’s Republic of China (the “PRC” or “China”) and Hong Kong. However, neither the holding company nor any of the Company’s Chinese subsidiaries conduct any operations through contractual arrangements with a variable interest entity based in China. Investors in our common stock should be aware that they may never directly hold equity interests in the PRC operating entities, but rather equity interests solely in Singularity, our Virginia holding company. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against our directors and officers who are located outside of the United States.

The diagram below shows our corporate structure as of the date of this report.

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

As of ~~June~~the ~~30,~~date ~~2024~~of this report, the Company’s subsidiaries ~~were~~ are as follows:

Name	~~Background~~	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 033, 2013
	●	~~Primarily~~No ~~engaged~~material ~~in freight logistics services~~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.
	●	~~Primarily~~No ~~engaged~~material ~~in freight logistics services~~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
	●	No material operations
Gorgeous Trading Ltd (“Gorgeous Trading”)	●	A Texas corporation	100% owned by SGS NY
	●	Incorporated on July 011, 2021
	●	~~Primarily~~No ~~engaged~~material ~~in warehouse related services~~operations
Brilliant Warehouse Service Inc. (“Brilliant Warehouse”)	●	A Texas corporation	51% owned by SGS NY
	●	Incorporated on April 19, 2021
	●	~~Primarily~~No ~~engaged~~material ~~in warehouse house related services~~operations
Phi Electric Motor In. (“Phi”)	● ● ●	A New York Corporation Incorporated on August 30, 2021 No operations	51% owned by SGS NY
SG Shipping & Risk Solution Inc, (“SGSR”)	●	A New York corporation	100% owned by the Company
	●	Incorporated on September 29, 2021
	●	No material operations
SG Link LLC (“SG Link”)	●	A New York corporation	100% owned by SG Shipping & Risk Solution Inc
	●	Incorporated on December 23, 2021
	●	No material operations
New Energy Tech Limited (“New Energy”)	●	A New York corporation	100% owned by the Company
	●	Incorporated on September 19, 2023
	●	No material operations
Singularity (Shenzhen) Technology Ltd.	●	A Mainland China corporation	100% owned by the Company
(“SGS Shenzhen”)	●	Incorporated on September 4, 2023
	●	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)
	●	Incorporated on September 11, 2025
	●	No material operations

Our equity structure is a direct holding structure. Within our direct holding structure, the cross-border transfer of funds within our corporate entities is legal and compliant with the laws and regulations of the PRC. After the foreign investors’ funds enter Singularity, the funds can be directly transferred to the PRC operating companies through its subsidiaries. Specifically, Singularity is permitted under the Virginia laws to provide funding to our subsidiaries in the PRC and Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. As of the date hereof, there have not been any transfers, dividends or distributions made between the holding company, its subsidiaries, and to investors. Furthermore, as of the date hereof, no cash generated from one subsidiary is used to fund another subsidiary’s operations and we do not anticipate any difficulties or limitations on our ability to transfer cash between subsidiaries. We have also not installed any cash management policies that dictate the amount of such funds and how such funds are transferred. For the foreseeable future, we intend to use the earnings for our business operations and as a result, we do not intend to distribute earnings or pay any cash dividends.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ ~~dividends~~ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the ~~conversion~~ conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments.

In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from our PRC subsidiaries.

Because some of our operations are located in the PRC through our subsidiaries, we are subject to certain legal and operational risks associated with our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the U.S, or Chinese or U.S regulations may materially and adversely affect our business, financial condition and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our operations and the value of our common stock, or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

We believe that we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,”, since we currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures. We do not believe that our subsidiaries are directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behaviour ~~behavior~~ and our business does not involve the collection of user data or implicate cybersecurity. As of the date hereof, no relevant laws or regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission, or the CSRC, or any other PRC governmental authorities for future offerings, nor has our Virginia holding company or any of our subsidiaries received any inquiry, notice, warning or sanctions regarding previous offerings from the CSRC or any other PRC governmental authorities. However, on February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and five relevant guidelines, which became effective on March 31, 2023. According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (1) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.

The Overseas Listing Trial Measures also provide that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (2) the issuer’s main business activities are conducted in China, or its main place(s) of business are located in China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in China. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.

At a press conference held for these new regulations (“Press Conference”), officials from the CSRC clarified that the domestic companies that have already been listed overseas on or before March 31, 2023 shall be deemed as existing issuers (the “Existing Issuers”). Existing Issuers are not required to complete the filling procedures immediately, and they shall be required to file with the CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities. According to the Overseas Listing Trial Measures and the Press Conference, the existing domestic companies that have completed overseas offering and listing before March 31, 2023, such as us, will not be required to perform filing procedures for the completed overseas securities issuance and listing. However, from the effective date of the regulation, any of our subsequent securities offering in the same overseas market or subsequent securities offering and listing in other overseas markets shall be subject to the filing requirement with the CSRC within three working days after the offering is completed or after the relevant application is submitted to the relevant overseas authorities, respectively. If it is determined that any approval, filing or other administrative procedures from other PRC governmental authorities is required for any future offering or listing, we cannot assure you that we can obtain the required approval or accomplish the required filings or other regulatory procedures in a timely manner, or at all. If we fail to fulfill filing procedure as stipulated by the Trial Measures or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us, and impose a fine of between RMB1,000,000 and RMB10,000,000. Persons-in-charge and other persons that are directly liable for such failure shall be warned and each imposed a fine from RMB500,000 to RMB5,000,000. Controlling shareholders and actual controlling persons of us that organize or instruct such violations shall be imposed a fine from RMB1,000,000 and RMB10,000,000.

On February 24, 2023, the CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Provisions on Confidentiality and Archives Administration”), which came into effect on March 31, 2023. The Provisions on Confidentiality and Archives Administration requires that, in the process of overseas issuance and listing of securities by domestic entities, the domestic entities, and securities companies and securities service institutions that provide relevant securities service shall strictly implement the provisions of relevant laws and regulations and the requirements of these provisions, establish and improve rules on confidentiality and archives administration. Where the domestic entities provide or publicly disclose documents, materials or other items related to the state secrets and government work secrets to the relevant securities companies, securities service institutions, overseas regulatory authorities, or other entities or individuals, the companies shall apply for approval of competent departments with the authority of examination and approval in accordance with law and report the matter to the secrecy administrative departments at the same level for record filing. Where there is unclear or controversial whether or not the concerned materials are related to state secrets, the materials shall be reported to the relevant secrecy administrative departments for determination. However, there remain uncertainties regarding the further interpretation and implementation of the Provisions on Confidentiality and Archives Administration.

As of the date of this report, our PRC subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our PRC subsidiaries. In addition, as of the date of this annual report, we and our PRC subsidiaries are not required to obtain approval or permission from the CSRC or the CAC or any other entity that is required to approve our PRC subsidiaries’ operations or required for us to offer securities to foreign investors under any currently effective PRC laws, regulations, and regulatory rules. If it is determined that we are subject to filing requirements imposed by the CSRC under the Overseas Listing Regulations or approvals from other PRC regulatory authorities or other procedures, including the cybersecurity review under the revised Cybersecurity Review Measures, for our future offshore offerings, it would be uncertain whether we can or how long it will take us to complete such procedures or obtain such approval and any such approval could be rescinded. Any failure to obtain or delay in completing such procedures or obtaining such approval for our offshore offerings, or a rescission of any such approval if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to file with the CSRC or failure to seek approval from other government authorization for our offshore offerings. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our common stock. The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the securities offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our common stock.

Since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange. The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before future offerings in the U.S. In other words, although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

Please see “Risk Factors” beginning on page 15 of this annual report for additional information.

Holding Foreign Company Accountable Act

Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act (“HFCAA”), if the PCAOB is unable to adequately inspect audit documentation located in China, or investigate our auditor. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law, and amends the HFCAA and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to Public Company Accounting Oversight Board (“PCAOB”) inspections for two consecutive years instead of three. Our auditor, Audit Alliance LLP, the independent registered public accounting firm that issues the audit report included elsewhere in this annual report, is headquartered in Singapore and is registered with the PCAOB, and was not included in the list of PCAOB Identified Firms in the PCAOB Determination Report issued in December 2021. On August 26, 2022, the PCAOB signed the Protocol with the CSRC and the MOF of the People’s Republic of China, governing inspections and investigations of audit firms based in mainland China and Hong Kong. The Protocol remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s control. The PCAOB is continuing to demand complete access in China mainland and Hong Kong moving forward and is already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. Therefore, the PCAOB in the future may determine that it is unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong. Our auditor’s working papers related to us and our subsidiaries are located in China. If our auditor is not permitted to provide requested audit work papers located in China to the PCAOB, investors would be deprived of the benefits of PCAOB’s oversight of our auditor through such inspections which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities from the Nasdaq. See “Risk Factors - Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act if the PCAOB is unable to adequately inspect audit documentation located in China. The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

Recent Developments

We are currently exploring new business opportunities while continuing to provide freight logistics services. On September 19, 2023, the Company formed a 100% owned subsidiary, New Energy Tech Limited, . (“New Energy”) in New York for to engage in the commodity trading business . In August 2024, New Energy entered into a joint venture development agreement with Market One Services Corp., a Wyoming corporation, to establish a joint venture to carry out the commodity trading business. The parties also plan to expand into the sale of solar panels

The Company decided to develop the solar panel business based on its insight into the broad prospects of new energy. In the decision-making process, the needs of environmental protection and market potential were fully considered. This new solar panel business complements our existing businesses and will expand the company’s sustainable development.

6Special Committee Investigation

As previously disclosed, on May 6, 2022, the Board of Directors of the Company (the “Board”) formed a special committee (the “Special Committee”) to investigate claims of alleged fraud, misrepresentation, and inadequate disclosure related to the Company and certain of its management personnel raised in a report, published by Hindenburg Research on May 4, 2022 (the “Hindenburg Report”). On February 23, 2023, the Board approved the dissolution of the Special Committee ~~Investigation~~upon conclusion of the committee’s investigation. On July 3, 2023, the Company entered into settlement and release agreement with Mr. Yang Jie, the Company’s former CEO, which fully resolved his claims against the Company.

~~As previously disclosed, on May~~ 6, 2022, the Board of Directors of the Company (the “Board”) formed a special committee (the “Special Committee”) to investigate claims of alleged fraud, misrepresentation, and inadequate disclosure related to the Company and certain of its management personnel raised in a report, published by Hindenburg Research on May 4, 2022 (the “Hindenburg Report”). On February 23, 2023, the Board approved the dissolution of the Special Committee upon conclusion of the committee’s investigation. On July 3, 2023, the Company entered into settlement and release agreement with Mr. Yang Jie, the Company’s former CEO, which fully resolved his claims against the Company.

Executive Changes

On July 331, ~~2023~~2024, Mr. ~~Tieliang~~Haotian Song ~~Liu~~ resigned asfrom ahis ~~director~~position ~~the~~as ~~Company and~~ a ~~member~~vice president of the ~~Compensation~~Company ~~Committee, the Audit Committee,~~ and ~~the~~ ~~Nominating~~as ~~and~~a ~~Corporate~~director ~~Governance~~of ~~Committee~~the Board.

On ~~July~~ 10August 6, ~~2023~~2024, the Company appointed ~~terminated~~Ms. ~~the~~Jia ~~employment~~Yang as a vice president of ~~its~~the ~~Chief~~Company ~~Operating~~and ~~Officer,~~as ~~Jing~~a ~~Shan,~~director ~~with~~of ~~cause.~~the ~~The~~Board ~~termination~~to ~~was~~fill ~~effective~~the vacancy resulting from Mr. Haotian ~~immediately~~Song’s resignation.

On ~~July~~ 31November 16, ~~2023~~2024, ~~the Company elected~~ Mr. Ziyun ~~Zhongliang~~Liu ~~Xie~~resigned asfrom ahis ~~Class~~position IIas ~~independent director to serve until~~ the ~~annual~~CEO ~~meeting~~ of ~~stockholders for~~ the ~~fiscal~~Company ~~year~~and ~~2023,~~as toa ~~fill~~director ~~the~~and ~~vacancy on~~ the ~~Board~~chairman ~~resulting~~of ~~from~~ the ~~resignation of Mr~~Board. ~~Tieliang~~On ~~Liu.~~November ~~The~~18, ~~Board~~2024, the Company appointed MrMs. ~~Xie~~ toJia ~~serve~~Yang as ~~Chair~~the CEO of the ~~Audit~~Company ~~Committee,~~and athe ~~member~~chairwoman of the ~~Compensation~~Board ~~Committee~~to ~~and~~fill ~~a member of~~ the ~~Nominating~~vacancy ~~and~~resulting ~~Corporate~~from ~~Governance~~Mr. Ziyun ~~Committee~~Liu’s resignation.

On ~~September~~ 21November 18, ~~2023~~2024, the Company appointed Mr. ~~Heng~~Jinhao ~~Wang~~Pang ~~resigned~~ as athe manager ~~director~~ of the ~~Company~~Technology ~~and~~Department ~~a member~~ of the ~~Compensation~~Company ~~Committee, the Audit Committee,~~ and ~~the~~an ~~Nominating~~executive ~~and~~director ~~Corporate~~of ~~Governance~~the ~~Committee~~Board.

On ~~September~~ 25February 20, ~~2023~~2025, ~~the Company elected~~ Mr. ~~Xu Zhao as a Class I independent director to serve until the annual meeting of stockholders~~ ~~for~~Ying ~~the~~Cao ~~fiscal~~resigned ~~year 2022, to fill the vacancy on the Board resulting~~ from ~~the~~his ~~resignation~~position ~~of Mr. Heng Wang. The Board appointed Mr. Zhao to serve~~ as ~~a member of~~ the ~~Audit~~chief ~~Committee,~~financial aofficer ~~member~~(“CFO”) of the ~~Compensation Committee and Chair of the Nominating and Corporate Governance Committee~~Company.

On ~~September~~ 28February 21, ~~2023~~2025, ~~Ms.~~the ~~Ling~~board ~~Jiang~~of ~~resigned~~directors ~~as a director~~ of the Company ~~and~~appointed Mr. aChee ~~member~~Jiong ofNg as the ~~Compensation~~CFO ~~Committee,~~of the ~~Audit~~Company ~~Committee, and~~to fill the ~~Nominating~~vacancy ~~and~~resulting ~~Corporate~~from ~~Governance~~Mr. ~~Committee~~Ying Cao’s resignation.

~~On October~~Entry 6,into ~~2023, the Company elected Ms. Yangyang Xu as~~ a ~~Class~~Material ~~III~~Definitive ~~independent director to serve until the annual meeting of stockholders~~Agreement for the fiscal year 2024, to fill the vacancy resulting from the resignation of Ms. Ling Jiang. The Board appointed Ms. Xu to serve as Chairwoman of the Compensation Committee and as a member of the Audit Committee and the Nominating and Corporate Governance Committee.

On ~~July~~June 3119, ~~2024~~2025, ~~Mr.~~the ~~Haotian~~“Company ~~Song~~entered ~~resigned~~into ~~from~~a ~~his~~securities ~~position~~purchase asagreement a(the ~~vice~~“SPA”) ~~president~~with eighteen investors, under which the Company agrees to sell to the investors an aggregate of 32,188,841 units (the “Unit”), each Unit consisting of one share of the Company’s common stock, without par value (the “Common Stock”) and three warrants, with each warrant initially exercisable to purchase one share of the Common Stock at an exercise price of $1.165 (the “Warrants”), in a private placement to certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, at a ~~director~~price of $0.932 per Unit for an aggregate purchase price of approximately $30 million (the ~~Board~~“Offering”).

OnThe ~~August~~Warrants 6,are ~~2024,~~exercisable immediately upon the ~~Company~~date ~~appointed~~of Msissuance at an initial exercise price of $1.165, ~~Jia~~for ~~Yang~~cash. asThe aWarrants ~~vice~~may ~~president~~also be exercised cashlessly if at any time after the six-month anniversary of the ~~Company~~issuance ~~and~~date, asthere ais ~~director~~no effective registration statement registering, or no current prospectus available for, the resale of the ~~Board~~shares toof ~~fill~~Common Stock underlying the ~~vacancy~~Warrant. The Warrants shall ~~resulting~~expire five years from Mrits date of issuance. ~~Haotian~~The ~~Song’s~~Warrants ~~resignation~~are subject to customary anti-dilution provisions reflecting capitalizations and subdivisions or other similar transactions.

7The SPA is subject to various conditions to closing, including, among other things, (a) receipt of the Company’s shareholders’ approval and ratification of the SPA and (b) accuracy of the parties’ representations and warranties.

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

~~On December~~Registered ~~9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired publicly traded securities~~Direct of the Company between February 2021 and November 2022, filed a putative class action against the Company and other defendants in the United States District Court for the Eastern District of New York (“EDNY”), alleging violations of federal securities laws related to alleged false or misleading disclosures made by the Company in its public filings (the “SGLY Securities Class Action”). The plaintiff seeks damages, plus interest, costs, fees, and attorneys’ fees. The Company filed a motion to dismiss on November 20, 2023, which is fully-briefed and awaiting the Court’s determination. As this action is still in the early stage, the Company cannot predict the outcome.Offering

On ~~July~~January 1324, ~~2023~~2025, ~~SG Shipping & Risk Solution Inc. (“SG Shipping”), an indirect wholly owned subsidiary of~~ the Company~~, filed~~ aentered ~~complaint~~into ~~against~~certain ~~Jing~~securities ~~Shan,~~purchase ~~its~~agreement ~~former chief operating officer, accusing her of~~ (the ~~unauthorized~~“Purchase ~~wire~~Agreement”) ~~transfer~~with ofcertain ~~$3 million~~non-affiliated toinstitutional ~~Goalowen~~investors (the “~~Conversion Lawsuit~~Purchasers”). ~~On March 23, 2023, Jing Shan allegedly signed, without Board’s due authorization, an operating income right transfer contract with Goalowen Inc.,~~ pursuant to which ~~Goalowen agreed to transfer its rights to receive income from operating a tuna fishing vessel to SG Shipping for $3 million. Ms. Shan alleged made~~ the ~~unauthorized~~Company ~~wire~~agreed ~~transfer of $3 million~~ to ~~Goalowen~~sell ~~on May 5~~700,000 ~~2023.~~shares ~~This~~of ~~lawsuit~~its isCommon ~~filed~~Stock (“Common ~~with~~Stock”) ~~the~~in ~~EDNY.~~a ~~Ms.~~registered ~~Shan~~direct ~~moved~~offering ~~to dismiss~~ (the ~~case on March 19~~“Offering”), ~~2024~~for ~~and~~gross ~~the~~proceeds ~~decision is~~of ~~currently~~approximately ~~pending with the court~~$1.14 ~~Fact discovery is currently underway~~million. The ~~Company~~purchase ~~remains~~price ~~committed~~for toeach ~~pursuing~~share ~~its~~of ~~claims~~Common ~~and~~Stock ~~seeks damages~~is $1.63.

On August 23, 2023, Jing Shan commenced a lawsuit against the Company in the Richmond City Circuit Court of Virginia for unpaid salaries and indemnification of her litigation costs defending herself in the SGLY Securities Class Action and the Conversion Lawsuit. The ~~court~~ ~~entered~~Purchase anAgreements ~~order~~contain oncustomary ~~May 3~~representations, ~~2024,~~warranties ~~granted Jing Shan’s request for payment of withheld wages through the time of her termination, plus liquidated damages,~~ and ~~litigation~~agreements ~~costs~~by ~~in prosecuting~~ the ~~withheld wages. The court denied Jing Shan’s motion for expenses incurred in other ligation~~Company, ~~deferring~~customary ~~those~~conditions ~~issues~~ to ~~resolution~~closing, ~~by trial. The Company has paid the past due wages and statutory liquidated~~indemnification ~~damages.~~obligations ~~Jing Shan filed a motion for rule to show cause on July 29, 2024, demanding payment~~ of ~~attorney’s fees of $36,523.21, plus sanctions by~~ the ~~court for the~~ Company’s, ~~failure~~other toobligations ~~comply~~of ~~with~~ the ~~court’s~~parties, ~~order~~and oftermination ~~payment~~provisions.

OnIn ~~October 23~~addition, ~~2023,~~ the Company ~~filed~~agreed that for a ~~complaint~~period ~~against~~of ~~its~~thirty ~~former~~(30) ~~CFO~~days from the closing date of the Offering, ~~Tuo~~it ~~Pan~~will not, ~~accusing~~including ~~her~~but ofnot limited ~~conversion~~to,: ~~due~~(i) issue, enter into any agreement to ~~her~~issue ~~alleged~~or ~~involvement~~announce the issuance or proposed issuance of any shares of capital stock inor ~~two~~equivalent ~~unauthorized~~securities; ~~transfers~~or ~~from~~(ii) ~~the~~file ~~Company,~~or ~~amounting~~caused to ~~$219,000~~be ~~and~~filed $7any registration statement or amendment or supplement thereto,~~920,~~ ~~respectively~~subject to certain limited exceptions. ~~The~~In addition, the Company ~~decided~~agreed that it will not toconduct ~~pursue~~any ~~this~~sales of Ordinary Shares or equivalent securities ~~matter~~involving ~~any~~a ~~further~~variable ~~and~~rate ~~withdrew~~transaction (as defined in the ~~complaint~~Purchase Agreement) for a period of thirty (30) days from the closing date of the Offering, subject to certain exceptions as described in the Purchase Agreements.

OnThe ~~January~~Company ~~18,~~currently ~~2024,~~intends ~~John~~to ~~Levy,~~use ~~a former board member of~~ the ~~Company,~~net ~~filed~~proceeds afrom ~~claim in~~ the ~~EDNY~~Offering for ~~reimbursement~~working ~~and~~capital ~~advancement of reasonable legal fees, costs,~~ and ~~expenses~~general ~~incurred~~corporate ~~in connection with defending the action Crivellaro v~~purposes. ~~Singularity~~The ~~Future~~Offering ~~Technology Ltd.,~~closed ~~22-cv-7499-BMC,~~on inJanuary ~~which John Levy was named as an individual defendant. On a letter dated August 6~~27, ~~2024, John Levy notified the court that it would move for default judgement~~2025. ~~The Company does not intend to defend its position.~~

InThe ~~February~~Company ~~2024,~~also ~~Zhikang~~entered ~~Huang,~~into acertain ~~former~~placement ~~employee~~agency ofagreement dated January 24, 2025 (the ~~Company~~“Placement ~~filed~~Agency aAgreement”), ~~lawsuit~~with Maxim ~~against~~Group ~~the~~LLC, ~~Company~~as inexclusive placement agent (the ~~Richmond~~“Placement ~~City~~Agent”), ~~Circuit~~pursuant ~~Court of~~to ~~Virginia.~~which Inthe Placement Agent agreed to act as the ~~complaint,~~sole ~~Zhikang~~lead/exclusive ~~Huang~~placement ~~alleges~~agent ~~claims~~in ~~that~~connection with the Offering. The Company ~~failed~~agreed to ~~compensate~~pay ~~him for~~ the ~~severance~~Placement ~~payment~~Agent ofan ~~$300,000~~aggregate ~~contemplated~~fee inequal ~~Section~~to ~~6.3~~7% of the ~~Employee~~gross ~~Agreement,~~proceeds ~~his~~raised ~~two~~in ~~months’~~the ~~salary~~Offering. ofThe ~~$25,000~~Company ~~for~~also agreed to reimburse the ~~months~~Placement ofAgent ~~November~~up ~~and~~to ~~December~~an aggregate ~~2023~~of ~~and~~$50,000 for the ~~incentive~~for non-~~based~~accountable ~~bonus~~expenses toand ~~which~~reasonable heand isaccounted ~~entitled~~fees ~~pursuant~~and toexpenses ~~paragraph~~of 4legal counsel.2 ofFurthermore, the ~~Employee~~Placement Agent ~~Agreement.~~was Agranted ~~hearing~~a onright ~~plaintiff’s motion~~of tofirst ~~compel~~refusal ~~discovery~~for ~~was~~a ~~scheduled~~period onof ~~August~~twelve ~~26,~~(12) ~~2024.~~months ~~The~~from ~~Company~~the ~~intends~~closing todate ~~defend~~of ~~its~~the ~~position~~Offering.

~~Government Investigations~~Litigation

~~Following the~~Crivellaro 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”)v. ~~The Company cooperated with these~~Singularity ~~governmental~~Future ~~authorities~~Technology ~~regarding these matters~~Ltd. ~~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.~~

OnAs ~~February~~previously 28disclosed, ~~2023~~on December 9, ~~the~~2022, ~~audit~~Piero ~~committee of the Company~~Crivellaro, ~~after~~purportedly ~~discussion~~on ~~with~~behalf ~~the management~~ of the ~~Company,~~persons ~~and~~or inentities ~~consultation~~who ~~with the~~purchased ~~Company’s~~or ~~independent registered public accounting firm, concluded that the Company’s previously issued financial statements~~acquired ~~for~~ the ~~fiscal~~publicly ~~year~~traded ~~ended~~common ~~June~~stock ~~30,~~of ~~2021 included in~~ the Company’s ~~Annual~~between ~~Report~~February on2021 ~~Form~~and ~~10-K filed with the SEC on~~ November 292022, ~~2021~~ ~~(the~~brought ~~“2021 Form 10-K”) should no longer be relied upon as~~ a ~~result~~putative ofclass ~~incorrect accounting treatment of approximately~~action, Crivellaro $4v.6 ~~million~~Singularity ofFuture ~~related~~Technology ~~party loan receivable~~Ltd. ~~The~~, ~~audit~~22-cv-7499-BMC, ~~committee~~against ~~also concluded that~~ the ~~financial~~Company ~~statements~~and ~~for~~a ~~the~~dozen ~~quarters ended~~related ~~September~~person ~~30,~~and ~~2021~~entities ~~and~~in ~~December~~the ~~31,~~United States ~~2021~~District ~~included~~Court infor the ~~Company’s~~Eastern ~~Quarterly~~District ~~Reports~~of onNew ~~Form~~York ~~10-Q~~ (the “~~2021 Form 10-Qs,~~Court” ~~collectively~~). ~~with~~Plaintiffs ~~the~~alleged ~~2021~~violations ~~Form~~of ~~10-K,~~ the ~~“Affected~~U.S. ~~Reports”),~~federal securities ~~filed~~laws ~~with~~by the ~~SEC~~Company. onPlaintiffs ~~November~~seek 12damages, ~~2021~~plus ~~and February 14~~interest, ~~2022~~costs, ~~respectively,~~ ~~should no longer be relied upon as a result of incorrect recognition of revenue from freight shipping services in the amount of $980~~fees,~~200~~ ~~for the three months ended September 30, 2021~~ and ~~six~~attorneys’ ~~months ended December 31, 2021~~fees. The Company ~~corrected~~filed ~~the~~a ~~errors referenced~~motion ~~above in an amendment~~ to ~~(1)~~dismiss ~~the~~on ~~2021~~November ~~Form 10-K (the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended Form 10-Qs~~20,” ~~collectively with the Amended Form 10-K, the “Restatements”)~~2023.

On ~~June~~ December 17, 2024, the ~~Company~~Court ~~received~~issued aan ~~subpoena~~order ~~from~~that ~~the~~partially ~~SEC~~denied ~~requesting~~ the ~~production~~motions ~~of certain documents related~~ to andismiss ~~investigation~~ filed by the ~~SEC~~Company ~~regarding~~and ~~the~~its ~~Restatements~~former ~~(the~~chief ~~“Investigation”).~~executive ~~Because~~officer, ~~the Investigation is at an early stage~~Yang Jie, ~~the~~arising ~~Company cannot~~from ~~predict~~various ~~its~~statements ~~outcome,~~made ~~duration,~~by orYang ~~any~~Jie ~~potential~~about ~~consequences~~two atallegedly ~~this~~fraudulent ~~time~~transactions. The ~~SEC~~rest ~~has~~of ~~not advised~~ the ~~Company~~motions ~~that~~are ~~it has concluded~~granted. ~~any~~On ~~legal~~January ~~violation has occurred~~2, ~~but any Investigation potentially could result in government enforcement actions and~~2025, tothe ~~civil~~Company ~~and/or criminal~~filed ~~sanctions~~an ~~under~~answer ~~relevant laws. The Company intends~~ to ~~cooperate with~~ the ~~SEC~~Second ~~with~~Amended ~~respect~~Class toAction ~~the Investigation~~complaint.

~~Nasdaq~~On May 29, 2025, the Company and the lead plaintiffs in the class action ~~Listing~~executed ~~Deficiencies~~a binding term sheet (the “Settlement Term Sheet”) setting forth the material terms of their proposed settlement on a class wide basis. On July 13, 2025, the parties executed a Stipulation and Agreement of Settlement (“Settlement Agreement”). Pursuant to the Settlement Agreement, in exchange for the Settlement payment and subject to final approval by the Court, all plaintiffs in the Class Action will release the Company and the other defendants on all claims. The Settlement Payment include cash payment of $3,000,000 and 6,500,000 freely tradable shares of the Company’s Common Stock (the “Settlement Shares”), which shall be issued pursuant to Section 3(a)(10) of the Securities Act of 1933, subject to the Court’s approval of the Settlement. In the event of a reverse stock split prior to the effectiveness of the Settlement, the number of Settlement Shares and/or the put option purchase price (described below) shall be reformulated so that the value of the Settlement Shares/put option shall not be less than $5,850,0000 as of the effectiveness of the Settlement. The settlement class has the right to sell all or a portion of the unsold Settlement Shares back to the Company at $0.85 per share if the 10-trading day average closing price immediately prior to the exercise of the put option falls below $0.85 before the class lead counsel sells the Settlement Shares. The Company agreed to maintain a cash balance $3,250,000 in a dedicated escrow account to mitigate the risk that it is unable to satisfy the put option.

On ~~July~~September 722, ~~2023~~2025, the ~~Company~~Court ~~received~~imposed ana ~~Notice~~temporary ofrestraining ~~Noncompliance~~order ~~Letter~~on (the ~~“Letter”)~~Company, ~~from~~pursuant ~~the~~to ~~Nasdaq~~which ~~Stock Market LLC (“Nasdaq”) stating that~~ the Company ~~was~~and ~~not~~the inMs. ~~compliance~~Jia ~~with~~Yang, CEO ~~Nasdaq~~of ~~Listing~~the ~~Rules~~Company, ~~due~~(i) towere ~~its~~mandated ~~failure~~ to ~~timely~~transfer ~~hold~~$6,250,000 anamount, ~~annual~~plus ~~meeting~~interest, offrom ~~shareholders for~~ the ~~fiscal~~Company’s ~~year~~Silk ~~ended~~Road ~~June~~Bank ~~30,~~account ~~2022,~~in Djibouti ~~which is required~~ to ~~be held within twelve months of~~ the Company’s ~~fiscal~~Bank ~~year~~of ~~end~~America ~~under Nasdaq~~account ~~Listing~~in ~~Rule~~the ~~5620(a)~~United ~~and~~States ~~5810(c)(2)(G).~~by ~~The~~September ~~Letter~~23, ~~also~~2025; ~~states~~(ii) ~~that~~were ~~the~~mandated ~~Company has 45 calendar days~~ to ~~submit~~file a ~~plan to regain~~status ~~compliance~~report ~~and~~which ifidentifies ~~Nasdaq accepts~~ the ~~Plan,~~balance itof ~~can grant~~ the ~~Company~~Bank ~~an exception~~ of upAmerica toaccount ~~180~~every ~~calendar~~Friday ~~days~~until ~~from~~October ~~the fiscal year end~~9, or ~~until~~2025; ~~December~~and ~~27,~~(iii) ~~2023,~~are toprohibited ~~regain~~from ~~compliance.~~taking any ~~The~~further ~~Company~~steps ~~complied~~toward ~~with~~consummating the ~~Nasdaq~~merger ~~requirement~~described ~~that~~in the ~~Plan~~Company’s beSchedule ~~submitted~~14-A nofiled ~~later than~~with ~~August 21, 2023. On October 19, 2023,~~ the ~~Company~~SEC ~~received~~and afrom ~~formal~~participating in ~~notification~~any ~~from~~other ~~the~~transaction ~~Nasdaq~~which ~~confirming~~might ~~that~~have the ~~Company~~effect ~~had regained~~of ~~compliance~~divesting ~~with~~this ~~Listing~~Court’s ~~Rule~~jurisdiction ~~5620(a),~~over ~~and that~~ the ~~matter~~Company isand ~~now~~its ~~closed~~assets.

9As of the date of this report, the Company has requested that Silkroad International Bank S.A. (“Silkroad”) transfer a total of $6.3 million to the Company’s Bank of America account. The Company has requested an input from Silkroad as to the initial $3,000,000 that the Company requested that Silkroad transfer to the Company’s Bank of America account in August 2025. Silkroad indicated that it expects the funds to be credited to the Company’s Bank of America account “within 3-5 business days, subject to the completion of intermediary and central bank procedures.” As of the date of this report, the Company has wired $2,000,000, which are loans from unrelated parties, as part of the settlement cash payment to the Escrow Account set forth in the Settlement Agreement.

~~On July~~Huang 13, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Mrv. ~~Liu from the Company’s~~Singularity ~~board~~Future ofTechnology ~~directors and audit committee effective July 3, 2023~~Ltd. Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4), the Company has a cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’ meeting or July 3, 2024; or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must evidence compliance no later than January 2, 2024. In response to this notice, on July 31, 2023, the Company elected Mr. Zhongliang Xie as a Class II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr. Liu. The Board appointed Mr. Xie to serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.

~~On July~~As 13previously disclosed, ~~2023~~in February 2024, Zhikang Huang, a former officer and director of the Company, ~~received~~filed a ~~notice~~lawsuit ~~from~~against ~~Nasdaq~~the ~~stating~~Company ~~that~~in the ~~Company~~Circuit ~~failed~~Court tofor ~~regain~~the ~~compliance~~City ~~with~~of ~~respect~~Richmond. toIn the ~~minimum~~complaint, $1Zhikang ~~bid~~Huang ~~price~~claimed ~~per~~that ~~share~~the ~~requirement~~Company ~~under~~failed ~~Nasdaq~~to ~~Listing~~compensate ~~Rules~~him ~~during~~for the ~~180~~severance ~~calendar~~payment, ~~days~~his ~~given~~two bymonths’ ~~Nasdaq~~salary ~~for~~and the ~~Company~~incentive-based bonus. toOn ~~regain compliance~~January 31, ~~which~~2025, ~~ended~~a onjudgment ~~July~~from 5,the ~~2023.~~Circuit ~~However,~~Court ~~Nasdaq~~for ~~has~~the ~~determined~~City ~~that~~of ~~the~~Richmond ~~Company~~was isentered ~~eligible~~in ~~for~~favor anof ~~additional~~Zhikang ~~180~~Huang ~~calendar~~and ~~day~~against ~~period,~~the orCompany ~~until~~in ~~January~~the 2,amount ~~2024~~of $468,956.75, towith ~~regain~~interest ~~compliance.~~accruing Onfrom ~~January~~the 3,date ~~2024,~~of the ~~Company~~judgment. ~~received~~On aApril ~~notification~~23, ~~from Nasdaq~~2025, ~~notifying~~said Virginia judgment was filed in the ~~Company~~Supreme Court of ~~the~~New ~~determination~~York, toCounty ~~delist~~of ~~the~~Westchester ~~Company’s~~and ~~securities~~entered ~~from~~in ~~Nasdaq~~New ~~because~~York in favor of Zhikang Huang and against the Company’s in ~~failure~~the toamount ~~regain compliance~~of $468,956.75, with ~~the~~interest $1accruing ~~per~~from ~~share~~January ~~bid~~31, ~~price~~2025. ~~requirement~~On ~~required~~August ~~for~~23, ~~continued~~2025, ~~listing~~a onsettlement agreement was signed between the ~~Nasdaq~~Company asand ~~set~~Zhikang ~~forth~~Huang into ~~Listing~~fully ~~Rule~~settle ~~5550(a)(2). On~~all ~~March~~claims ~~12,~~by ~~2024~~paying $300,000 ~~the~~to ~~Company~~Zhikang ~~received~~Huang aby ~~formal~~August ~~notification~~25, ~~from~~2025 ~~Nasdaq~~and ~~confirming~~issuance ~~that~~of ~~the~~90,000 shares ~~Company~~to ~~had~~Zhikang ~~regained~~Huang ~~compliance~~by ~~with~~October ~~bid price~~22, ~~requirement~~2025. ~~required~~As ~~for~~of ~~continued~~the ~~listing~~date onof this report, the ~~Nasdaq~~Company ashas ~~set~~completed ~~forth~~the in$300,000 ~~Listing~~settlement ~~Rule~~payment ~~5550(a)(2)~~to Zhikang Huang.

~~Corporate History~~Levy ~~and~~v. ~~Our~~Singularity Future ~~Business~~Technology ~~Segments~~Ltd.

~~From inception~~As inpreviously ~~2001~~disclosed, on toJanuary ~~our~~18, ~~fiscal~~2024, ~~year~~John ~~ended~~F. ~~June~~Levy 30(“Levy”), ~~2013,~~a ~~our~~former ~~sole~~member ~~business~~of ~~was~~the ~~providing~~Board ~~shipping~~of ~~agency~~the ~~services.~~Company, Infiled ~~general,~~a weclaim ~~provided~~against the Company ~~two~~in ~~types~~the ofCourt, Levy ~~shipping~~v. ~~agency~~Singularity ~~services:~~Future ~~loading~~Technology Ltd. f/~~discharging~~k/a ~~services~~Sino-Global ~~and~~Shipping ~~protective~~America ~~agency~~Ltd., ~~services~~24-cv-0384-NG-JMW (the “Lawsuit”). On April 1, in2025, ~~which~~Levy weand ~~acted~~the asCompany entered into a ~~general~~confidential ~~agent to~~settlement ~~provide~~and ~~value~~mutual ~~added~~release ~~solutions~~agreement to ~~our~~fully ~~customers.~~resolve ~~For~~the ~~loading/discharging~~Lawsuit (the ~~agency~~“Settlement ~~services,~~Agreement”). wePursuant ~~received~~to the ~~total~~Settlement ~~payment~~Agreement, ~~from~~the ~~our~~Company ~~customers in~~paid ~~U.S.~~a ~~dollars~~sum of one hundred and ~~paid~~fifty ~~the~~thousand dollars ~~port~~($150,000) ~~charges~~to onBlank ~~behalf~~Rome ofLLP, ~~our~~which ~~customers~~was incounsel ~~RMB~~to Levy. ~~For~~On ~~protective~~April ~~agency~~17, ~~services~~2025, wethe ~~charged~~stipulation ato ~~fixed~~dismiss ~~amount as~~the ~~agent~~Lawsuit ~~fee~~with ~~while~~prejudice was ~~customers~~filed ~~were~~with ~~responsible~~the ~~for~~Court. ~~the~~On ~~payment~~April of18, ~~port~~2025, ~~costs~~this ~~and~~Lawsuit ~~expenses~~was terminated.

Later, we expanded our business to include freight logistics services to provide import security filing services with the U.S. Customs and Department of Homeland Security, on behalf of importers who ship goods into the U.S. and also provided inland transportation services to these importers in the U.S. We also expanded into container trucking services as new business sectors to provide related transportation logistics services to customers in the U.S. and in China. We shift our focus back to the shipping agency business around 2019.8

~~In 2021,~~Government the Company set up a joint venture in Texas, Brilliant Warehouse Service Inc., to support its freight logistics services in the U.S., and a new subsidiary, Gorgeous Trading Ltd., which mainly engages in smart warehouse and related business in Texas.Investigations

OnFollowing the publication ~~December~~of ~~31,~~the ~~2021~~Hindenburg Report, the Company ~~terminated~~received ~~its~~subpoenas ~~variable~~from ~~interest~~the ~~entity~~United ~~(“VIE”)~~States ~~structure~~Attorney’s ~~and~~Office ~~deconsolidated~~for ~~its~~the ~~formerly~~Southern District of New ~~controlled~~York ~~entity~~and ~~Sino-Global~~the ~~Shipping~~United ~~Agency~~States ~~Ltd.~~Securities and Exchange Commission (the “~~Sino-China~~SEC”). The Company ~~controlled~~cooperated ~~Sino-China~~with ~~through~~these ~~its wholly owned~~governmental ~~subsidiary~~authorities ~~Trans~~regarding ~~Pacific~~these ~~Shipping Limited~~matters. The Company ~~dissolved~~is not able to estimate the ~~VIE~~outcome ~~structure,~~or ~~Sino-China~~duration ~~and~~of ~~its~~the ~~subsidiary~~government ~~Sino-Global~~investigations. ~~Shipping~~As LAof the date of this report, ~~Inc~~the Company has not received any updates.

On February 28, 2023, the audit committee of the Company, after discussion with the management of the Company, and in consultation with the Company’s independent registered public accounting firm, concluded that the Company’s previously issued financial statements for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2021 (the “2021 Form 10-K”) should no longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party loan receivable. The audit committee also concluded that the financial statements for the quarters ended September 30, 2021 and December 31, 2021 included in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,” collectively with the 2021 Form 10-K, the “Affected Reports”), filed with the SEC on November 12, 2021 and February 14, 2022, respectively, should no longer be relied upon as a result of incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the three months ended September 30, 2021 and six months ended December 31, 2021. The Company corrected the errors referenced above in an amendment to (1) the 2021 Form 10-K (the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended Form 10-Qs,” collectively with the Amended Form 10-K, the “Restatements”).

~~From 2021~~On toJune ~~2022~~17, 2024, the Company received ~~engaged~~a insubpoena ~~cryptocurrency~~from ~~mining~~the inSEC ~~China~~requesting ~~for~~the aproduction ~~brief~~of ~~period~~certain ofdocuments ~~time~~related ~~but~~to ~~ceased~~an ~~such~~investigation ~~business~~by inthe ~~2022~~SEC ~~due~~regarding tothe Restatements ~~restrictions~~(the ~~and~~“Investigation”). ~~bans~~Because onthe ~~crypto~~Investigation ~~mining~~is ~~operations~~at inan ~~China.~~early ~~Thor~~stage, ~~Miner~~the ~~Inc.~~Company cannot predict its outcome, aduration, ~~Delaware~~or any ~~subsidiary~~potential ofconsequences at this time. The SEC has not advised the Company that ~~engaged~~it inhas ~~technical~~concluded any legal violation has occurred, but ~~development~~any ~~and~~Investigation ~~commercialization~~potentially ofcould aresult ~~bitcoin~~in ~~mining~~government ~~machine~~enforcement actions and, ~~was~~to ~~dissolved~~civil onand/or ~~February~~criminal ~~14,~~sanctions ~~2024~~under relevant laws.  The Company ~~does~~intends ~~not~~to ~~plan~~cooperate ~~to pursue~~with ~~bitcoin~~the ~~mining~~SEC ~~business~~with atrespect ~~this~~to ~~moment~~the Investigation.

~~The~~On ~~following~~January ~~subsidiaries or joint ventures have no operations as of the date of this report: LSM Trading Ltd.~~17, ~~Singularity (Shenzhen) Technology Ltd.~~2025, ~~Phi~~after ~~Electric~~cooperating ~~Motor,~~with ~~Inc.~~the ~~in New York~~Investigations, SGthe ~~Shipping~~Company &reached ~~Risk~~a ~~Solution~~resolution ~~Inc.,~~with inthe ~~New~~SEC ~~York~~regarding ~~and~~the ~~SG Link LLC in New York~~aforementioned matters.

~~Our~~The ~~subsidiary~~SEC approved the Company’s Offer of Settlement and issued its Cease-and-Desist Order (the “SEC Order”) dated January 17, ~~Ningbo~~2025, ~~Saimeinuo~~with ~~Web~~respect ~~Technology~~to ~~Ltd~~certain violations related to the Company’s financial reporting, accounting, books and records, and internal controls. Pursuant to the terms of the SEC Order, ~~which~~the ~~primarily~~Company ~~engaged~~will pay a civil monetary penalty of $350,000 to the SEC, comply with certain undertakings to remediate its material weaknesses in ~~transportation~~the ~~management~~internal control and ~~freight~~disclosure ~~logistics~~deficiencies ~~services~~by June 30, 2026, and cease and ~~including~~desist ~~overseas~~any ~~shipping,~~violations ~~was~~of ~~dissolved~~Sections on13(a), ~~October~~13(b)(2)(A), 24and 13(b)(2)(B), ~~2023.~~of ~~Our~~the ~~subsidiary~~Securities Exchange Act of 1934 and Rules 12b-20, ~~Blumargo~~13a-1, 13a-13, ITand ~~Solution~~13a-15 ~~Ltd~~thereunder. In the event the Company fails to comply with these undertakings, ~~was~~the ~~dissolved~~Company onshall, ~~April~~by 17December 31, 2026, ~~2024~~pay an additional civil monetary penalty of $1,000,000 to the SEC.

OnThe above ~~September~~descriptions ~~19,~~of ~~2023,~~ the ~~Company~~SEC ~~formed~~Order aare ~~100%~~not ~~owned~~complete ~~subsidiary, New~~and ~~Energy~~are ~~Tech~~qualified ~~Limited. (“New Energy”)~~ in ~~New~~their ~~York~~entirety toby ~~engage in~~ the ~~commodity~~terms ~~trading business~~ thereof. InThe ~~August~~complete ~~2024,~~SEC ~~New Energy entered into a joint venture development agreement with Market One Services Corp.~~Order, ~~a Wyoming corporation, to establish a joint venture~~ toincluding ~~carry out~~ the ~~commodity~~Company’s ~~trading~~obligations ~~business.~~thereunder, ~~The~~can ~~parties~~be ~~also~~accessed ~~plan~~at ~~to expand into~~ the ~~sale~~SEC ofwebsite ~~solar~~at ~~panels~~www.sec.gov.

~~Our Strategy~~Nasdaq Listing Deficiencies

~~Our~~On July 7, 2023, the Company ~~strategy~~received an Notice of Noncompliance Letter (the “Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to: be held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G). The Letter also states that the Company has 45 calendar days to submit a plan to regain compliance and if Nasdaq accepts the Plan, it can grant the Company an exception of up to 180 calendar days from the fiscal year end, or until December 27, 2023, to regain compliance. The Company complied with the Nasdaq requirement that the Plan be submitted no later than August 21, 2023. On October 19, 2023, the Company received a formal notification from the Nasdaq confirming that the Company had regained compliance with Listing Rule 5620(a), and that the matter is now closed.

~~● Provide better solutions for issues and challenges faced by the entire shipping and freight logistics chain to better serve our customers and explore additional growth avenues.~~9

●On ~~Diversify~~July ~~our~~13, ~~current~~2023, ~~service~~the ~~offerings~~Company received ~~organically~~a ornotice ~~through~~from ~~acquisitions~~Nasdaq stating that the Company no longer complies with Nasdaq’s independent director and/ audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Mr. Liu from the Company’s board of directors and audit committee effective July 3, 2023. Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4), the Company has a cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’ meeting or July ~~strategic~~3, ~~alliance~~2024; ~~continue~~or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must evidence compliance no later than January 2, 2024. In response to ~~grow~~this ~~our~~notice, ~~business~~on inJuly 31, 2023, the UCompany elected Mr.S Zhongliang Xie as a Class II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr. ~~market;~~Liu. The Board appointed Mr. Xie to serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.

●On ~~Continue~~July 13, 2023, the Company received a notice from Nasdaq stating that the Company failed to ~~streamline~~regain ~~our~~compliance ~~business~~with ~~practice~~respect to the minimum $1 bid price per share requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance, ~~optimize~~which ~~our~~ended on ~~cost~~July ~~structure~~5, ~~and~~2023. ~~improve~~However, ~~our~~Nasdaq ~~operating~~has ~~efficiency~~determined ~~through~~that ~~effective~~the ~~planning~~Company is eligible for an additional 180 calendar day period, ~~budgeting~~or until January 2, ~~execution~~2024, ~~and~~to ~~cost~~regain ~~control~~compliance. ~~and~~On ~~strengthening~~January ~~our~~3, IT2024, ~~infrastructure;~~the Company received a notification from Nasdaq, notifying the Company of the determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2). On March 12, 2024, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).

●Corporate ~~Continue~~History ~~to reduce our dependency on our legacy business~~ and ~~few~~Our ~~key~~Business ~~customers;~~Segments

●From ~~Continue~~inception toin ~~monetize~~2001 to our ~~relationships~~fiscal ~~with~~year ended June 30, 2013, our ~~strategic~~sole ~~partners~~business ~~and~~was ~~leverage~~providing ~~their~~shipping ~~support~~agency services. In general, we provided two types of shipping agency services: loading/discharging services and ~~our~~protective ~~innovation~~agency services, in which we acted as a general agent to ~~expand~~provide value added solutions to our ~~business;~~customers. For loading/discharging agency services, we received the total payment from our customers in U.S. dollars and paid the port charges on behalf of our customers in RMB. For protective agency services, we charged a fixed amount as agent fee while customers were responsible for the payment of port costs and expenses.

~~Continue~~Later, we expanded our business to ~~explore~~include ~~cutting-edge~~freight ~~technologies~~logistics inservices ~~new~~to ~~energy,~~provide ~~such~~import assecurity filing services with the ~~development~~U.S. Customs and Department of ~~high-efficiency~~Homeland ~~solar~~Security, on ~~panel~~behalf ~~materials~~of importers who ship goods into the U.S. and ~~innovative~~also ~~waste~~provided inland transportation services to these importers in the U.S. We ~~recycling~~also ~~processes,~~expanded ~~and~~into ~~actively~~container ~~acquire~~trucking ~~small~~services as new ~~energy~~business ~~companies~~sectors ~~with~~to ~~potential~~provide related transportation logistics services to ~~rapidly~~customers in ~~expand~~the U.S. and in China. We shift our focus back to the shipping agency business ~~footprint;~~ around 2019.

~~Use vivid~~In ~~cases~~2021, ~~and~~the ~~data~~Company toset ~~showcase~~up a ~~the~~joint ~~company’s~~venture ~~outstanding~~in ~~achievements~~Texas, inBrilliant ~~the~~Warehouse ~~field~~Service ofInc., ~~new~~to ~~energy~~support ~~and~~its ~~attract~~freight ~~public~~logistics ~~attention~~services in the U.S., and ~~organize~~ a new ~~energy~~subsidiary, Gorgeous ~~science~~Trading ~~activities~~Ltd., towhich ~~enhance~~mainly ~~brand~~engages ~~reputation~~in smart warehouse and ~~social~~related ~~responsibility;~~business ~~and~~in Texas.

~~Develop~~On ~~customized~~December ~~sales~~31, ~~plans~~2021, the ~~for~~Company ~~different~~terminated ~~customer~~its ~~groups~~variable interest entity (“VIE”) structure and ~~cooperate~~deconsolidated ~~with~~its ~~financial~~formerly ~~institutions~~controlled toentity ~~launch~~Sino-Global Shipping ~~new~~Agency ~~energy~~Ltd. ~~project~~(“Sino-China”). ~~financing~~The ~~services~~Company tocontrolled ~~reduce~~Sino-China ~~customer~~through its wholly owned subsidiary Trans Pacific Shipping ~~costs~~Limited. The Company dissolved the VIE structure, Sino-China and ~~promote~~its ~~sales~~subsidiary ~~growth~~Sino-Global Shipping LA, Inc.

1110

~~Our~~From ~~Goals~~2021 to 2022, the Company engaged in cryptocurrency mining in China for a brief period of time but ceased such business in 2022 due to restrictions and ~~Strategic~~bans ~~Plan~~on crypto mining operations in China. Thor Miner Inc., a Delaware subsidiary of the Company that engaged in technical development and commercialization of a bitcoin mining machine, was dissolved on February 14, 2024. The Company does not plan to pursue bitcoin mining business at this moment.

~~By leveraging~~The ~~our~~following ~~extensive~~subsidiaries or ~~business~~joint ~~relationships,~~ventures ~~technical~~have ~~ability~~no ~~and~~operations ~~in-depth~~as ~~knowledge~~ of the ~~shipping~~date ~~industry,~~of ~~our~~this ~~goal~~report: isLSM toTrading ~~further strengthen~~Ltd., ~~our~~Singularity ~~position~~(Shenzhen) asTechnology aLtd., ~~leading~~Phi ~~global~~Electric Motor, ~~logistics~~Inc. ~~solution~~in ~~provider~~New ~~who~~York, ~~offers~~SG ~~innovative~~Shipping ~~resolutions~~& toRisk ~~better~~Solution ~~address~~Inc., ~~complex issues~~ in ~~different~~New ~~aspects~~York inand ~~the~~SG ~~entire~~Link ~~shipping~~LLC ~~and~~in ~~freight~~New ~~logistics chain~~York.

~~Meanwhile~~Our subsidiary, we ~~plan~~Ningbo toSaimeinuo Web ~~build~~Technology aLtd., ~~solar~~which ~~energy~~primarily ~~production~~engaged ~~facility~~ in ~~the~~transportation ~~United~~management ~~States.~~and ~~The~~freight ~~Company~~logistics ~~actively~~services, ~~seeks~~including ~~cooperation~~overseas ~~with multiple parties.~~shipping, Itwas ~~plans~~dissolved toon ~~jointly~~October ~~develop~~24, ~~new~~2023. ~~energy~~Our ~~technologies with scientific research institutions to enhance its strength~~subsidiary, toBlumargo ~~cooperate~~IT ~~with solar~~Solution ~~energy companies to establish recycling channels~~Ltd., towas ~~join~~dissolved ~~hands~~on ~~with~~April ~~environmental protection organizations to promote concepts~~17, ~~and~~ ~~to cooperate with the government to participate in projects and obtain support~~2024.

~~Our~~On ~~Customers~~September 19, 2023, the Company formed a 100% owned subsidiary, New Energy Tech Limited. (“New Energy”) in New York to engage in the commodity trading business. In August 2024, New Energy entered into a joint venture development agreement with Market One Services Corp., a Wyoming corporation, to establish a joint venture to carry out the commodity trading business. The parties also plan to expand into the sale of solar panels.

Our ~~main~~ customers for the fiscal years ended June 30, 2024 and 2023 are Chongqing Iron & Steel Ltd. and SOSNY. For the years ended June 30, 2024 and 2023, Chongqing Iron & Steel Ltd. accounted for 77.2% and 52.7% of the Company’s revenues, respectively. For the years ended June 30, 2024 and 2023, SOSNY accounted for nil and 16.1% of the Company’s gross revenue.Strategy

Our ~~Suppliers~~ strategy is to:

~~Our operations~~● ~~consist~~Provide ofbetter ~~working~~solutions ~~directly~~for ~~with~~issues ~~our~~and ~~customers~~challenges tofaced ~~understand~~by inthe ~~detail~~entire ~~their~~shipping ~~needs~~ and ~~expectations~~freight ~~and~~logistics ~~then~~chain ~~managing local suppliers~~ to ~~ensure~~better ~~that~~serve our customers’ ~~needs are met. For the year ended June 30, 2024, two suppliers accounted for approximately 21.2%~~ and ~~20.1%~~explore ofadditional ~~our~~growth ~~total purchases, respectively~~avenues. ~~For the year ended June 30, 2023, two suppliers accounted for approximately 19.6% and 19.5% of our total purchases, respectively.~~

~~Our Strengths~~● Diversify our current service offerings organically or through acquisitions and/or strategic alliance; continue to grow our business in the U.S. market;

~~We believe~~● ~~that~~Continue ~~the~~to ~~following~~streamline ~~strengths~~our ~~differentiate~~business uspractice, ~~from~~optimize our ~~competitors:~~cost structure and improve our operating efficiency through effective planning, budgeting, execution and cost control and strengthening our IT infrastructure;

● ~~Proven~~Continue ~~industry experience and problem-solving reputation. We are a non-asset based global shipping and freight logistics solution provider. We provide tailored solutions and value-added services~~ to reduce our ~~customers~~dependency toon ~~drive effectiveness and control in related aspects throughout the entire shipping and freight logistic chain. We believe that~~ our ~~years~~legacy ~~of successful track record of applying integrated solutions to complex issues in the global shipping logistics~~ business ~~gives us a competitive advantage in attracting large clients~~ and ~~helps~~few uskey ~~maintain strong long terms business relationship with them.~~customers;

● AContinue ~~competent~~to ~~professional~~monetize ~~team.~~our ~~Most~~relationships ofwith our ~~employees~~strategic ~~have~~partners ~~marine business experience,~~ and ~~many~~leverage oftheir ~~our~~support ~~managers/chief operators served in other large Chinese shipping companies prior to joining us. With these professionals~~ and ~~experienced~~our ~~staff,~~innovation ~~we believe that we provide the best services~~ to expand our ~~customers at competitive prices.~~business;

●Continue ~~Extensive~~to ~~network~~explore ~~and~~cutting-edge technologies ~~positive industry recognition. Doing business~~ in ~~China~~new ~~often~~energy, ~~requires~~such ~~a strong business network and support of key strategic partners. The Company served~~ as ~~one of~~ the ~~executive~~development ~~directors~~ of ~~China Association of Shipping Agencies & Non~~high-~~Vessel-Operating~~efficiency ~~Common~~solar ~~Carriers~~panel ~~(CASA),~~materials ~~the~~and ~~authoritative~~innovative ~~industry~~waste ~~association~~recycling ~~in China. We are the only non-state-owned enterprise represented on the CASA board guiding the development of the industry. Our good reputation~~ processes, and ~~industry~~actively ~~recognition~~acquire ~~enables~~small usnew toenergy ~~maintain~~companies ~~strong relationships~~ with ~~our~~potential ~~business partners and have an extensive network of contacts throughout the industry, which helps us gain necessary support~~ to ~~execute~~rapidly expand our business ~~plans.~~footprint;

12Use vivid cases and data to showcase the company’s outstanding achievements in the field of new energy and attract public attention, and organize new energy science activities to enhance brand reputation and social responsibility; and

●Develop ~~Lean~~customized ~~organization~~sales ~~and~~plans for adifferent ~~flexible~~customer ~~business~~groups ~~model. Although we are a small business with limited resources, we have a cohesive~~ and ~~effective~~cooperate ~~organizational structure~~ with ~~the~~financial ~~goal~~institutions ofto ~~maximizing~~launch ~~customer~~new ~~value~~energy ~~while~~project ~~minimizing~~financing ~~waste.~~services ~~Our unique flexible business model allows us~~ to ~~quickly~~reduce ~~respond to changing market demand and offer our customers innovative problem-solving solutions, quality~~ customer costs ~~service,~~ and ~~competitive~~promote ~~prices~~sales ~~to achieve greater market acceptance and gain additional market share~~growth.

● U.S.-registered and NASDAQ-listed public company. We believe our status as a U.S. corporation gives us more credibility among existing and potential customers, suppliers, and other business partners than a privately owned company would have in our industry. Our ability to raise capital through the capital market or use our common stock as “currency” to facility potential merger and acquisition transactions can also help us carry out or accelerate our growth strategies.11

Our ~~Opportunities~~ Goals and Strategic Plan

~~For more~~By ~~than~~leveraging ~~thirty~~our ~~years~~extensive business relationships, ~~the~~technical ~~shipping~~ability and ~~freight~~in-depth ~~logistics~~knowledge ~~industry has been operated under traditional business models without meaningful change. Many~~ of ~~these~~the ~~business~~shipping ~~practices are inefficient and problematic; therefore~~industry, ~~maintaining~~our angoal ~~innovative mindset~~ is ~~critical~~ to ~~achieving~~ ~~continuous~~further ~~business~~strengthen ~~success~~our ~~and~~position as ~~growth. We are~~ a ~~value-added~~leading global logistics solution provider ~~with~~who ~~successful~~offers ~~past performance and individuals that have been in the industry for a long time. Instead of playing the traditional logistics broker role, we focus on providing technology solutions and~~ innovative ~~leading-edge~~resolutions ~~services~~ to ~~bridge~~better ~~the~~address ~~asset-based~~complex ~~world~~issues ~~with~~in ~~the~~different ~~digital world. We shape our industry~~aspects ~~practice and profit model by analyzing wider developments both~~ in the ~~global~~entire ~~markets and the technology industry so we can address unique problems that are currently pervasive across the~~ shipping and freight logistics ~~industry~~chain.

~~We believe~~Meanwhile, we ~~can~~plan ~~capture~~to build a solar energy production facility in the ~~business~~United ~~opportunity~~States. The Company actively seeks cooperation with multiple parties. It plans to jointly develop new energy technologies with scientific research institutions to enhance its strength, to cooperate with solar energy companies to establish recycling channels, to join hands with environmental protection organizations to promote concepts, and ~~grow~~to ~~our~~cooperate ~~business~~with the ~~organically~~government orto ~~through~~participate ~~acquisitions~~in orprojects ~~strategic~~and ~~alliance~~obtain ~~by:~~support.

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

●Our ~~Diversifying~~main ~~our~~customer ~~business~~for tothe fiscal ~~focus~~years onended ~~providing~~June ~~innovative~~30, ~~technology~~2025 ~~based~~and ~~solution~~2024 towas ~~our~~Chongqing ~~customers~~Iron to& ~~promote~~Steel ~~our~~Ltd. ~~sustainable~~For ~~business~~the ~~growth;~~years ended June 30, 2025 and 2024, Chongqing Iron & Steel Ltd. accounted for 94.4% and 77.2% of the Company’s revenues, respectively.

~~The current~~Our market of China’s shipping agency industry is mature comparing to what it was ten years ago when the shipping agency industry was fueled by the massive construction of China’s infrastructure, yet the over-supply of shipping agencies has also shrunk the profits of the industry. Many shipping agencies were constrained by the small size and the limited services. We have the professionalism and are the pioneers and leaders in the shipping agency industry in China. We maintain strong relationships with customers and market resources. The current shipping agency market is more competitive yet enable companies like us who has better resources in this market niche to expand.Suppliers

~~In terms~~Our ofoperations ~~the~~consist ~~new~~of working ~~Solar~~directly ~~Panel~~with ~~Business,~~our ~~the~~customers ~~United~~to ~~States~~understand ~~has~~in adetail ~~developed~~their ~~steel~~needs ~~industry~~ and ~~has~~expectations aand ~~certain~~then ~~demand~~managing ~~for~~local ~~scrap~~suppliers ~~steel.~~to Onensure that ~~the~~our ~~one~~customers’ ~~hand,~~needs ~~domestic~~are ~~steel~~met. ~~production~~For in the ~~United~~year ~~States~~ended ~~consumes~~June ~~scrap~~30, ~~steel~~2025, ~~especially~~three ~~when~~suppliers ~~iron~~accounted ~~ore~~for ~~prices~~approximately ~~fluctuate~~34.4%, ~~steel mills may increase the use of scrap steel to reduce costs; on the other hand~~16.3%, ~~the demand for steel in the manufacturing industry~~ and ~~other~~10.5% ~~industries~~of inour ~~the~~total ~~United~~purchases, ~~States also indirectly drives the demand for scrap steel~~respectively. For ~~example,~~ the ~~construction~~year ~~industry~~ended ~~and~~June ~~the~~30, ~~automobile manufacturing~~2024, ~~industry~~two ~~are~~suppliers ~~all~~accounted ~~large~~for ~~consumers~~approximately of21.2% ~~steel,~~ and ~~the~~20.1% ~~development~~ of ~~these~~our total ~~industries~~purchases, ~~will increase the demand for scrap steel~~respectively.

~~It is~~Our estimated that North America has installed more than 80 GW of solar power, a figure that could grow to more than 400 GW by 2030. Bloomberg News estimates that about 26,000 tons of photovoltaic panels were wasted in 2020, and as photovoltaic panels reach the end of their life in the 2030s, the amount of waste will grow to millions of tons. The solar recycling business market is a rapidly emerging but still developing field. As the global solar industry booms, a large number of photovoltaic modules will reach the end of their life and face retirement in the next few years. This brings both environmental challenges and huge market opportunities.Strengths

13We believe that the following strengths differentiate us from our competitors:

~~Our Challenges~~● Proven industry experience and problem-solving reputation. We are a non-asset based global shipping and freight logistics solution provider. We provide tailored solutions and value-added services to our customers to drive effectiveness and control in related aspects throughout the entire shipping and freight logistic chain. We believe that our years of successful track record of applying integrated solutions to complex issues in the global shipping logistics business gives us a competitive advantage in attracting large clients and helps us maintain strong long terms business relationship with them.

~~We face~~● ~~significant~~A ~~challenges~~competent ~~when~~professional ~~executing~~team. Most of our ~~strategy~~employees have marine business experience, ~~including:~~and many of our managers/chief operators served in other large Chinese shipping companies prior to joining us. With these professionals and experienced staff, we believe that we provide the best services to our customers at competitive prices.

● ~~Given~~Extensive ~~the~~network ~~complexity~~and positive industry recognition. Doing business in China often requires a strong business network and ~~length~~support of ~~restructuring~~key ~~our~~strategic ~~business~~partners. The Company served as one of the executive directors of China Association of Shipping Agencies & Non-Vessel-Operating Common Carriers (CASA), wethe ~~face~~authoritative industry association in China. We are the ~~challenge~~only non-state-owned enterprise represented on the CASA board guiding the development of ~~generating~~the ~~sufficient~~industry. ~~cash~~Our ~~from~~good ~~our~~reputation ~~current~~and ~~business~~industry ~~activities~~recognition enables us to ~~support~~maintain strong relationships with our ~~daily~~business ~~operations~~partners ~~during~~and have an extensive network of contacts throughout the ~~transition;~~industry, which helps us gain necessary support to execute our business plans.

~~● We may not be able to establish a separate department to solve critical issues in today’s shipping logistics industry;~~12

● WeLean ~~may~~organization ~~not~~and bea ~~able~~flexible tobusiness ~~manage~~model. ~~our~~Although ~~growth~~we ~~when~~are a small business with limited resources, we ~~form~~have ~~more~~a ~~joint~~cohesive ~~ventures~~and ~~for~~effective ~~our~~organizational ~~shipping~~structure ~~agency~~with the goal of maximizing customer value while minimizing waste. Our unique flexible business asmodel weallows ~~need~~us to ~~better~~quickly ~~our~~respond ~~standard~~to ~~operating~~changing market demand and ~~control~~offer ~~procedures~~our ~~which~~customers ~~may~~innovative ~~pose~~problem-solving ~~more~~solutions, ~~challenges~~quality customer service, and competitive prices to ~~our~~achieve ~~management~~greater market acceptance and gain additional market share.

● U.S.-registered and NASDAQ-listed public company. We ~~may~~believe ~~not~~our status as a U.S. corporation gives us more credibility among existing and potential customers, suppliers, and other business partners than a privately owned company would have orin ~~not~~our beindustry. ~~able~~Our ability to ~~get~~raise capital through the ~~necessary~~capital ~~funds~~market toor ~~continue~~use our common stock as “currency” to ~~expand~~facility ~~our~~potential ~~service~~merger and ~~market~~acquisition transactions can also help us carry out or accelerate our ~~services~~growth ~~successfully;~~strategies.

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

●For ~~Our~~more ~~ability~~than thirty years, the shipping and freight logistics industry has been operated under traditional business models without meaningful change. Many of these business practices are inefficient and problematic; therefore, maintaining an innovative mindset is critical to ~~gain~~achieving ~~further~~continuous ~~expertise~~business success and growth. We are a value-added logistics solution provider with successful past performance and individuals that have been in the industry for a long time. Instead of playing the traditional logistics broker role, we focus on providing technology solutions and innovative leading-edge services to ~~serve~~bridge ~~new~~the ~~customers~~asset-based world with the digital world. We shape our industry practice and profit model by analyzing wider developments both in ~~new~~the ~~service~~global ~~areas;~~markets and the technology industry so we can address unique problems that are currently pervasive across the shipping and freight logistics industry.

●We ~~From~~believe ~~time to time,~~ we ~~may~~can ~~have~~capture the ~~difficulty~~business ~~carrying~~opportunity ~~out services effectively~~ and ingrow aour ~~profitable~~business ~~way~~organically ~~due~~or tothrough ~~the~~acquisitions ~~cyclical~~or ~~nature~~strategic ofalliance ~~the shipping industry, which could lead to a prolonged period of sluggish demand for our services;~~by:

● ~~Our~~Continuing ~~ability~~ to ~~respond~~streamline ~~promptly~~our tobusiness aoperations ~~changing~~and ~~regulatory~~improve ~~environment,~~our ~~macroeconomic~~operating ~~conditions~~efficiency through innovative technology, ~~industry~~effective ~~trends~~planning, budgeting, execution and ~~competitive~~cost ~~landscape~~control; ~~and~~

● ~~Developing~~Diversifying aour ~~winning~~ business ~~model~~to ~~takes~~focus ~~time~~on ~~and~~providing ainnovative ~~new~~technology-based ~~business~~solution ~~model~~to ~~may~~our ~~not~~customers ~~be recognized by the market immediately. As a publicly traded company, management may be forced~~ to ~~fulfill~~promote ~~near-term~~our ~~performance~~sustainable ~~goals~~business ~~that may not be consistent with the Company’s long-term vision.~~growth;

~~Our~~The current market of China’s ~~Competition~~ shipping agency industry is mature comparing to what it was ten years ago when the shipping agency industry was fueled by the massive construction of China’s infrastructure, yet the over-supply of shipping agencies has also shrunk the profits of the industry. Many shipping agencies were constrained by the small size and the limited services. We have the professionalism and are the pioneers and leaders in the shipping agency industry in China. We maintain strong relationships with customers and market resources. The current shipping agency market is more competitive yet enables companies like us who has better resources in this market niche to expand.

~~The market segment that we now operate in, which is freight logistics services including warehouse services, does not have high entry barriers.~~ In terms of ~~our~~the ~~competition~~new inSolar Panel ~~China~~Business, ~~there~~the ~~are~~United ~~many~~States ~~companies~~has ~~ranging~~a ~~from~~developed ~~small~~steel toindustry ~~large that provide freight logistics services,~~ and ~~the~~ ~~state-owned~~has ~~companies in China generate~~ a ~~significant~~certain ~~portion~~demand offor ~~the~~scrap ~~revenues in the industry~~steel. ~~Our~~On ~~primary competitors in China are~~ the ~~China~~one ~~branches of international shipping companies or their exclusive agents in China. These companies include Evergreen Marine Corp.~~hand, ~~Orient~~ ~~Overseas~~domestic ~~Container Line, Ocean Network Express which includes Kawasaki Kisen Kaisha, Ltd, Mitsui O.S.K. Lines and Nippon Yusen~~steel ~~Kabushiki~~production ~~Kaisha.~~in ~~The competition is intense due to~~ the ~~significant~~United ~~excess~~States ~~capacity.~~consumes ~~These~~scrap ~~companies have greater service capabilities~~steel, a ~~larger~~especially ~~customer~~when ~~base~~iron ~~and~~ore ~~more~~prices ~~financial~~fluctuate, ~~marketing,~~steel ~~network~~mills ~~and~~may ~~human~~increase ~~resources~~the ~~than~~use ~~we do. Most~~ of ~~them engage in a wide range of~~scrap ~~businesses~~steel ~~and~~to ~~involve~~reduce ~~many~~costs; ~~aspects~~on of the ~~industry~~other ~~chain. However~~hand, wethe ~~focus~~demand onfor ~~providing~~steel ~~tailored solutions and value-added services to customers~~ in ~~freight~~the ~~logistic~~manufacturing ~~services.~~industry ~~As a boutique company with limited resources~~ and ~~history,~~other weindustries ~~face~~in ~~intense~~the ~~competition.~~United ~~Our~~States ~~ability~~also toindirectly ~~grow~~drives inthe ~~our~~demand ~~industry~~for ~~depends~~scrap onsteel. ~~(1)~~For ~~our~~example, ~~deep understanding of~~ the ~~complexity~~construction of industry ~~issues~~ and ~~challenges~~the ~~and~~automobile ~~(2)~~manufacturing ~~our~~industry are ~~ability~~all tolarge ~~develop~~consumers ~~optimal~~of ~~solutions~~steel, toand ~~respond to~~ the ~~identified~~development ~~issues~~of ~~and~~these ~~provide~~industries ~~effective~~will ~~problem-solving~~increase ~~strategies~~the todemand ~~our~~for ~~targeted customers~~scrap steel.

~~In terms~~It ofis ~~our~~estimated ~~competition~~that inNorth America ~~the~~has ~~United~~installed ~~States,~~more ~~the~~than ~~freight~~80 ~~logistics~~GW ~~services~~of ~~industry~~solar ~~is well developed~~power, ~~highly~~a ~~fragmented,~~figure ~~and~~that ~~competition is~~could ~~fierce~~grow ~~nationwide.~~to ~~Our~~more ~~primary~~than ~~competitors~~400 inGW ~~the~~by U2030.S. ~~are~~Bloomberg ~~local~~News ~~warehouse~~estimates ~~services providers and freight forwarding companies in~~that ~~Houston~~about 26,000 ~~for~~tons ~~example,~~of ~~Bizto~~photovoltaic ~~LLC,~~panels ~~Golden~~were ~~Eagle~~wasted ~~Guns~~in ~~LLC~~2020, and ~~Smart~~as ~~Supply~~photovoltaic ~~Chain.~~panels ~~Competition~~reach in the ~~freight~~end ~~logistics~~of ~~services~~their ~~industry is~~life ~~driven~~in bythe ~~factors~~2030s, ~~such~~the amount asof ~~price,~~waste ~~service~~will ~~quality,~~grow ~~technology,~~to ~~and~~millions ~~geographic~~of ~~reach~~tons. ~~Companies~~The ~~that~~solar ~~can~~recycling ~~offer~~business amarket ~~combination~~is ofa ~~these factors~~rapidly ~~are~~emerging ~~often~~but ~~more~~still ~~competitive~~developing infield. As the ~~market.~~global ~~Additionally,~~solar ~~companies~~industry ~~that~~booms, ~~can~~a ~~adapt~~large tonumber ~~changing~~of ~~customer~~photovoltaic ~~demands~~modules ~~and~~will ~~market~~reach ~~trends, such as~~ the ~~shift~~end ~~towards~~of ~~e-commerce,~~their ~~are~~life ~~likely~~and toface beretirement ~~more successful~~ in the ~~long~~next few ~~term~~years. WeThis ~~aim~~brings atboth ~~providing~~environmental ~~tailored~~challenges and ~~valued-added services~~huge ~~for~~market ~~our international clients with needs for U~~opportunities.~~S. domestic logistics services.~~

1413

~~Employees~~Our Challenges

~~As of~~We ~~the~~face ~~date~~significant ~~of this Report, we have 15 full-time employees, 10 of whom are based in China and 5 are based in the United States. Of the~~challenges ~~total~~when ~~full-time~~executing ~~employees, 6 are in management, 6 are in operations, 4 are in finance and accounting related and 1 are in administration and technical support. We believe that~~ our ~~relationship with our employees is good. We have never had a work stoppage~~strategy, ~~and our employees are not subject to a collective bargaining agreement.~~ including:

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

~~As of~~● ~~the~~We ~~date~~may ~~of this Report, we do~~ not ~~have~~be ~~any~~able ~~registered~~to ~~patents,~~establish ~~copyrights,~~a orseparate ~~trademarks.~~department Weto ~~have~~solve ~~seven~~critical ~~registered~~issues ~~domain~~in ~~names, including~~today’s ~~our~~shipping ~~corporate~~logistics ~~website https://www.singularity.us/.~~ industry;

~~Item 1A.~~● ~~Risk~~We ~~Factors~~may not be able to manage our growth when we form more joint ventures for our shipping agency business as we need to better our standard operating and control procedures which may pose more challenges to our management.

~~As a~~● ~~smaller~~We ~~reporting~~may ~~company, we are~~ not ~~required to include risk factors in this Report. However, below are a number of material risks, uncertainties and other factors that could~~ have aor ~~material~~not ~~effect~~be onable ~~the~~to ~~Company~~get ~~and its operations as a result of recent developments. You should carefully consider~~ the ~~risks~~necessary ~~described~~funds ~~below before purchasing our common stock. The risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown~~ to uscontinue ~~or that we currently consider immaterial or unlikely~~ to ~~occur~~ ~~could~~expand ~~also impair~~ our ~~operations.~~service ~~If any of the risks or uncertainties described below or any such additional risks~~ and ~~uncertainties actually~~market ~~occur,~~ our ~~business,~~services ~~prospects, financial condition, or results of operations could be negatively affected, and you might lose all or part of your investment.~~successfully;

~~We are,~~● ~~and~~Our ~~may~~ability ~~continue~~ to ~~be,~~respond ~~subject~~ to ~~litigation~~increasing ~~including~~competitive ~~individual~~pressure ~~and~~on class action lawsuits, as well as investigations and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, and, if resolved adversely, could harm our ~~business,~~growth ~~financial condition,~~ and ~~operating results.~~margins;

~~As discussed~~● inOur ~~“Item~~ability ~~1. Business - Recent Developments,” we are, and from time~~ to ~~time~~gain ~~may~~further ~~become,~~expertise ~~subject to litigation~~ and ~~various~~ ~~legal proceedings, including litigation and proceedings related~~ to ~~stockholder~~serve ~~derivative~~new ~~suits,~~customers class action lawsuits and other matters, that involve claims for substantial amounts of money or for other relief or that might necessitate changes to our business or operations. In addition to this, we have been, currently are, and may from time to time become subject to, government and regulatory investigations, inquiries, actions or requests, other proceedings and enforcement actions alleging violations of laws, rules, and regulations, both foreign and domestic. The defense of these actions may be both time consuming and expensive. We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the monetary amount of potential losses. Based on these assessments and estimates, we may establish reserves and/or disclose the relevant litigation claims or legal proceedings, as and when required or appropriate. These assessments and estimates are based on information available to management at the time of such assessment or estimation and involve a significant amount of judgment. As a result, actual outcomes or losses could differ materially from those envisioned by our current assessments and estimates. Our failure to successfully defend or settle any of these litigations or legal proceedings could result in ~~liability~~new ~~that,~~service ~~to the extent not covered by our insurance, could have an adverse effect on our business, financial condition and results of operations.~~areas;

~~The scope,~~● ~~determination,~~From ~~and~~time ~~impact~~to ~~of claims~~time, ~~lawsuits,~~we ~~government~~may ~~and~~have ~~regulatory~~difficulty ~~investigations,~~carrying ~~enforcement~~out ~~actions,~~services ~~disputes,~~effectively and ~~proceedings~~ in a profitable way due to the cyclical nature of the shipping industry, which wecould ~~are~~lead ~~subject~~to ~~cannot~~a beprolonged ~~predicted~~period ~~with~~of ~~certainty,~~sluggish ~~and~~demand ~~may~~for ~~result~~our ~~in:~~services;

● ~~substantial~~Our ~~payments~~ability to ~~satisfy~~respond ~~judgments,~~promptly ~~fines,~~to ora ~~penalties;~~changing ●regulatory ~~substantial outside counsel~~environment, ~~advisor,~~macroeconomic ~~and consultant fees and costs; ● substantial administrative costs~~conditions, ~~including~~industry ~~arbitration fees; ● loss of productivity and high demands on employee time; ● criminal sanctions or consent decrees; ● termination of certain employees~~trends, including members of our executive team; ● barring of certain employees from participating in our business in whole or in part; ● orders that restrict our business or prevent us from offering certain products or services; ● changes to our business model and ~~practices~~competitive ~~● delays to planned transactions, service launches or improvements~~landscape; and ~~● damage to our brand and reputation.~~

15● Developing a winning business model takes time and a new business model may not be recognized by the market immediately. As a publicly traded company, management may be forced to fulfill near-term performance goals that may not be consistent with the Company’s long-term vision.

~~We are,~~Our and may continue to be, subject to securities litigation, which is expensive and could divert management attention, cause harm to our reputation and result in significant damages for which we could be responsible.Competition

~~We are~~The ~~subject~~market tosegment ~~securities~~that ~~class~~we now ~~action~~operate ~~litigation~~in, which is ~~expensive,~~freight ~~could~~logistics ~~divert~~services ~~our~~including ~~management’s~~warehouse ~~attention~~services, ~~harm~~does not have high entry barriers. In terms of our ~~reputation,~~competition ~~and~~in ~~leave~~China, usthere ~~liable~~are ~~for~~many ~~substantial~~companies ~~damages.~~ranging ~~For~~from ~~example~~small to large that provide freight logistics services, asand ~~discussed~~the state-owned companies in ~~“Item~~China 1.generate ~~Business~~a -significant ~~Recent~~portion ~~Developments,”~~of onthe ~~December 9,~~revenues ~~2022,~~in ~~Piero~~the ~~Crivellaro,~~industry. ~~purportedly~~Our onprimary ~~behalf~~competitors ofin China are the ~~persons~~China orbranches ~~entities~~of ~~who~~international shipping ~~purchased~~companies or ~~acquired~~their ~~publicly~~exclusive ~~traded~~agents ~~securities~~in ofChina. ~~the~~These companies include Evergreen Marine Corp., Orient Overseas Container Line, ~~Company~~Ocean ~~between~~Network ~~February~~Express ~~2021~~which ~~and~~includes ~~November~~Kawasaki ~~2022~~Kisen Kaisha, ~~filed~~Ltd, aMitsui ~~putative~~O.S.K. ~~class~~Lines ~~action~~and ~~against~~Nippon Yusen Kabushiki Kaisha. The competition is intense due to the ~~Company~~significant excess capacity. These companies have greater service capabilities, ~~certain~~a oflarger ~~our~~customer ~~officers~~base and ~~directors,~~more financial, marketing, network and ~~other~~human ~~defendants~~resources inthan ~~the~~we ~~United~~do. ~~States~~Most ~~District~~of ~~Court~~them ~~for~~engage ~~the~~in ~~Eastern~~a ~~District~~wide range of ~~New~~businesses ~~York,~~and ~~alleging~~involve ~~violations~~many aspects of ~~federal~~the ~~securities laws~~industry ~~related~~chain. toHowever, ~~alleged~~we ~~false~~focus oron ~~misleading~~providing ~~disclosures~~tailored ~~made~~solutions byand ~~the~~value-added ~~Company~~services to customers in ~~its~~freight ~~public~~logistic ~~filings~~services. As ~~The~~a ~~plaintiff~~boutique ~~seeks~~company ~~unspecified~~with ~~damages, plus~~limited ~~interest,~~resources ~~costs,~~and ~~fees~~history, ~~and~~we ~~attorneys’~~face ~~fees~~intense competition. AsOur ~~this~~ability ~~action~~to isgrow ~~still~~ in ~~the~~our ~~early~~industry ~~stage,~~depends ~~the~~on (1) ~~Company~~our ~~cannot~~deep ~~predict~~understanding of the ~~outcome,~~ complexity of industry issues and ~~certain~~challenges ofand (2) our ~~officers~~ability into ~~the~~develop ~~U.S.~~optimal ~~District~~solutions ~~Court~~to ~~for~~respond to the ~~Eastern~~identified ~~District~~issues ofand ~~New~~provide ~~York~~effective problem-solving strategies to our targeted customers.

~~Litigation~~ In terms of ~~this~~our ~~type~~competition in ~~could~~the ~~result~~United inStates, ~~substantial~~the ~~costs~~freight logistics services industry is well developed, highly fragmented, and ~~diversion~~competition ofis ~~management’s~~fierce ~~attention~~nationwide. Our primary competitors in the U.S. are local warehouse services providers and ~~resources~~freight forwarding companies in Houston, ~~which~~for ~~could~~example, ~~adversely~~Bizto LLC, ~~impact~~Golden Eagle Guns LLC, and Smart Supply Chain. Competition in the freight logistics services industry is driven by factors such as ~~our~~price, ~~business~~service quality, technology, and geographic reach. ~~Any~~Companies ~~adverse~~that ~~determination~~can offer a combination of these factors are often more competitive in ~~litigation~~the ~~could~~market. ~~also~~Additionally, ~~subject~~companies usthat can adapt to ~~significant~~changing ~~liabilities~~customer demands and market trends, such as the shift towards e-commerce, are likely to be more successful in the long term. We aim at providing tailored and valued-added services for our international clients with needs for U.S. domestic logistics services.

~~We are responsible for the indemnification of our officers and directors.~~14

Should our officers and/or directors require us to contribute to their defense, we may be required to spend significant amounts of our capital. Our Certificate of Incorporation and bylaws also provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on behalf of our company. This indemnification policy could result in substantial expenditures, which we may be unable to recoup. If these expenditures are significant or involve issues which result in significant liability for our key personnel, we may be unable to continue operating as a going concern.Employees

WeAs of the date of this Report, ~~depend~~we onhave a11 ~~limited~~full-time ~~number~~employees, eight of ~~major~~whom ~~customers~~are ~~who~~based in China and three are ~~able~~based toin ~~exert~~the aUnited ~~high~~States. ~~degree~~Of ofthe ~~influence~~total ~~over~~full-time usemployees, four are in management, two are in operations, three are in finance and ~~the~~accounting ~~loss~~related ofand atwo ~~major~~are ~~customer~~in administration and technical ~~could~~support. ~~adversely~~We ~~impact~~believe that our ~~business~~relationship with our employees is good. We have never had a work stoppage, and our employees are not subject to a collective bargaining agreement.

~~For the~~Intellectual years ended June 30, 2023 and 2024, one customer, Chongqing Iron & Steel Ltd., accounted for 77.2%and 52.7% of our revenues, respectively. There can be no assurance that our major customer will continue to purchase our services in the same amount that it has in the past. The loss of our major customer or a material reduction in sales to a major customer could have a material adverse effect on our sales and results of operations. Additionally, given the high concentration of our customer base, a default by or a significant reduction in future transactions with our major customer could materially reduce our revenues, profitability, liquidity and growth prospects.Property

~~We depend~~As onof athe ~~limited~~date ~~number~~ of ~~suppliers~~this ~~who~~Report, we ~~are~~do ~~able~~not tohave ~~exert~~any aregistered ~~high~~patents, ~~degree~~copyrights, ofor ~~influence~~trademarks. ~~over~~We ushave ~~and~~seven ~~the~~registered ~~loss~~domain ofnames, including our ~~major~~corporate ~~suppliers~~website ~~could adversely impact our business~~https://www.singularity.us/.

~~For the~~Item ~~year ended June 30, 2024, two suppliers accounted for approximately 21~~1A.2% ~~and~~Risk 20Factors.1% of our total purchases, respectively. For the year ended June 30, 2023, two suppliers accounted for approximately 19.6% and 19.5% of our total purchases, respectively. There can be no assurance that our major suppliers will continue to supply us with the materials or services required to operate our business in the same amount that they have in the past. The loss of our major suppliers or a material reduction in the materials or services they provide to us could have a material adverse effect on our business and results of operations.

~~Additionally,~~As a smaller reporting ~~due~~company, towe ~~the~~are ~~unpredictable~~not ~~nature~~required ofto ~~COVID-19~~include ~~regulations~~risk factors in ~~China~~this Report. However, ~~our~~below ~~suppliers~~are ~~based~~a innumber ~~China~~of ~~may~~material berisks, ~~affected~~uncertainties byand other ~~COVID-19~~factors ~~related~~that ~~issues such~~could ashave ~~shutdowns~~a material effect on the Company and ~~delays~~its operations as a result of recent developments. ~~This~~You ~~may~~should ~~cause~~carefully consider usthe torisks ~~become~~described ~~unable~~below tobefore ~~fulfill~~purchasing our ~~customer~~common ~~orders~~stock. onThe arisks ~~timely~~highlighted ~~basis,~~here ~~which~~are not the only ones that we may ~~cause~~face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to ~~cancel~~occur ~~orders~~could also impair our operations. If any of the risks or uncertainties described below or any such additional risks and ~~provide~~uncertainties ~~refunds~~actually occur, asour business, ~~demonstrated~~prospects, infinancial ~~our~~condition, ~~settlement~~or ~~with~~results ~~SOSNY~~of operations could be negatively affected, and you might lose all or part of your investment.

~~Our~~We are, and may continue to be, subject ~~growth~~to ~~depends~~litigation inincluding ~~part~~individual onand ~~the~~class ~~success~~action oflawsuits, ~~our~~as ~~relationships~~well ~~with~~as ~~third~~investigations ~~parties~~and enforcement actions by regulators and governmental authorities. These matters are often expensive and time consuming, ~~including~~and, if resolved adversely, could harm our ~~solar~~business, ~~partners~~financial condition, and operating results.

~~A key~~As ~~component~~discussed ofin ~~our~~“Item 1. ~~growth~~Business ~~strategy~~- isRecent toDevelopments,” ~~develop~~we orare, ~~expand~~and ~~our~~from ~~relationships~~time ~~with~~to ~~third~~time ~~parties.~~may ~~For example~~become, wesubject ~~are~~to ~~investing~~litigation ~~resources in~~and ~~establishing~~various ~~strategic~~legal ~~relationships~~proceedings, including ~~with~~litigation ~~market~~and ~~players~~proceedings ~~across~~related ato ~~variety~~stockholder ofderivative ~~industries~~suits, toclass ~~generate~~action ~~new~~lawsuits ~~customers.~~and ~~These~~other ~~programs may~~matters, ~~not~~that ~~roll~~involve ~~out~~claims for assubstantial ~~quickly~~amounts asof ~~planned~~money or ~~produce~~for ~~the~~other ~~results~~relief weor ~~anticipated.~~that Amight ~~significant~~necessitate ~~portion~~changes ofto our business ~~depends~~or onoperations. ~~attracting~~In addition to this, ~~and~~we ~~retaining~~have ~~new~~been, ~~and~~currently ~~existing~~are, ~~solar~~and ~~partners.~~may ~~Negotiating~~from ~~relationships~~time ~~with~~to ~~our~~time ~~solar~~become ~~partners~~subject to, ~~investing~~government inand ~~due~~regulatory ~~diligence~~investigations, ~~efforts~~inquiries, actions ~~with~~or ~~potential~~requests, ~~solar~~other ~~partners,~~proceedings ~~training~~and ~~such~~enforcement ~~third~~actions ~~parties~~alleging violations of laws, rules, and ~~contractors~~regulations, both foreign and ~~monitoring~~domestic. The ~~them~~defense ~~for~~of ~~compliance~~these ~~with~~actions ~~our~~may ~~standards~~be ~~require significant~~both time consuming and ~~resources~~expensive. We evaluate these litigation claims and ~~may~~legal ~~present~~proceedings ~~greater~~to ~~risks~~assess the likelihood of unfavorable outcomes and ~~challenges~~to ~~than~~estimate, ~~expanding~~if apossible, ~~direct~~the ~~sales~~monetary oramount ~~installation~~of ~~team~~potential losses. IfBased weon these assessments ~~are~~and ~~unsuccessful~~estimates, inwe ~~establishing~~may establish reserves and/or ~~maintaining~~disclose ~~our~~the ~~relationships~~relevant ~~with~~litigation ~~these~~claims ~~third~~or ~~parties~~legal proceedings, ~~our~~as ~~ability~~and towhen ~~grow~~required ~~our~~or appropriate. ~~business~~These assessments and ~~address our~~estimates ~~market~~are ~~opportunity~~based ~~could~~on beinformation ~~impaired.~~available ~~Even~~to ifmanagement weat ~~are~~the ~~able~~time toof ~~establish~~such assessment or estimation and ~~maintain~~involve ~~these~~a ~~relationships~~significant amount of judgment. As a result, weactual ~~may~~outcomes ~~not~~or belosses ~~able~~could todiffer ~~execute on~~materially from those envisioned by our ~~goal~~current ofassessments ~~leveraging~~and ~~these~~estimates. ~~relationships~~Our failure to ~~meaningfully~~successfully ~~expand~~defend ~~our~~or ~~business,~~settle ~~brand~~any ~~recognition~~of ~~and~~these ~~customer~~litigations ~~base.~~or ~~This~~legal ~~would~~proceedings ~~limit~~could ~~our~~result ~~growth~~in ~~potential~~liability ~~and~~that, to the extent not covered by our ~~opportunities~~insurance, tocould ~~generate~~have ~~significant~~an ~~additional~~adverse ~~revenue~~effect oron ~~cash~~our ~~flows~~business, financial condition and results of operations.

16The scope, determination, and impact of claims, lawsuits, government and regulatory investigations, enforcement actions, disputes, and proceedings to which we are subject cannot be predicted with certainty, and may result in:

We ● substantial payments to satisfy judgments, fines, or penalties; ● substantial outside counsel, advisor, and ~~our~~consultant ~~potential~~fees ~~solar~~and ~~partners~~costs; ~~depend~~● onsubstantial aadministrative ~~limited~~costs, ~~number~~including arbitration fees; ● loss of ~~suppliers~~productivity and high demands on employee time; ● criminal sanctions or consent decrees; ● termination of ~~solar~~certain ~~panels~~employees, ~~and~~including ~~other~~members ~~system~~of ~~components~~our toexecutive ~~adequately~~team; ~~meet anticipated~~● ~~demand~~barring ~~for~~of ~~our~~certain ~~solar~~employees ~~panel~~from ~~offerings.~~participating ~~Any~~in ~~shortage,~~our ~~bottlenecks,~~business ~~delay,~~in ~~detentions,~~whole or ~~component~~in ~~price~~part; ~~change~~● ~~from~~orders ~~these suppliers,~~that restrict our business or ~~the~~prevent ~~acquisition~~us offrom ~~any~~offering ofcertain ~~these~~products ~~suppliers~~or byservices; a● ~~competitor,~~changes ~~could~~to ~~result~~our inbusiness ~~sales~~model and ~~installation~~practices ● delays, ~~cancellations~~to planned transactions, service launches or improvements; and ~~loss~~● ofdamage ~~market~~to ~~share~~our brand and reputation.

We and our potential solar partners purchase solar panels, and other system components from a limited number of suppliers, making us susceptible to quality issues, shortages, bottlenecks, and price changes. If we or our potential solar partners fail to develop, maintain and expand our relationships with these or other suppliers, we may be unable to adequately meet anticipated demand for our solar service offerings, or we may only be able to offer our systems at higher costs or after delays. If one or more of the suppliers that we or our solar partners rely upon to meet anticipated demand ceases or reduces production, we may be unable to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms, and we may be unable to satisfy this demand.15

~~The acquisition~~We ofare, aand ~~supplier~~may bycontinue ~~one~~to ofbe, ~~our~~subject to ~~competitors~~securities ~~could~~litigation, ~~also~~which ~~limit~~is ~~our~~expensive ~~access~~and tocould ~~such~~divert ~~components~~management ~~and~~attention, ~~require~~cause ~~significant~~harm ~~redesigns of~~to our ~~solar~~reputation ~~energy systems or installation procedures~~ and ~~have~~result ain ~~material~~significant damages ~~adverse~~for ~~effect~~which onwe ~~our~~could ~~business~~be responsible.

~~The~~We are subject to securities class action litigation, which is expensive, ~~restatement~~could ofdivert our ~~prior~~management’s ~~financial~~attention, ~~statements~~harm ~~may~~our ~~affect~~reputation, ~~investor~~and ~~confidence~~leave ~~and~~us ~~raise~~liable ~~reputational~~for ~~issues~~substantial ~~and~~damages. ~~may~~For ~~subject~~example, usas todiscussed in ~~additional~~“Item 1. Business - Recent Developments,” on December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or ~~risks~~entities who purchased or acquired publicly traded securities of the Company between February 2021 and ~~uncertainties~~November 2022, ~~including~~filed ~~increased~~a ~~professional~~putative class ~~costs~~action against the Company, certain of our officers and directors, and other defendants in the ~~increased~~United ~~possibility~~States District Court for the Eastern District of ~~legal~~New ~~proceedings~~York, alleging violations of federal securities laws related to alleged false or misleading disclosures made by the Company in its public filings. The plaintiff seeks unspecified damages, plus interest, costs, fees, and ~~regulatory~~attorneys’ ~~inquiries~~fees.

~~As discussed~~Litigation ~~in our Current Form on Form 8-K filed on February 28, 2023, as amended by Amendment No. 1 filed on March 6, 2023, we determined to restate our financial statements as~~ of ~~and~~this ~~for~~type ~~the year ended June 30, 2021, three and six months ended September 30, 2021 and three~~could and nine months ended December 31, 2021 after we identified errors related to, incorrect accounting treatment of related party loan receivable, incorrect recognition of revenue from freight shipping services and incorrect accounting treatment of recovery (provision) for doubtful accounts. As a result ofin ~~these~~substantial ~~errors and the resulting restatements of our financial statements for the impacted periods, we have incurred, and may continue to incur, unanticipated~~ costs ~~for accounting~~ and ~~legal~~diversion ~~fees in connection with or related to the restatements, and have become subject to a number~~ of ~~additional~~management’s ~~risks~~attention and ~~uncertainties~~resources, ~~including~~which ~~the~~could ~~increased~~adversely ~~possibility~~impact ofour ~~litigation and regulatory inquiries~~business. Any adverse ofdetermination ~~the foregoing may affect investor confidence~~ in ~~the~~litigation ~~accuracy of our financial disclosures and may raise reputational risks for our business, both of which~~ could ~~harm~~also ~~our~~subject ~~business~~us ~~and~~to ~~financial~~significant ~~results~~liabilities.

We ~~have~~ ~~identified~~are ~~material~~responsible ~~weaknesses~~for inthe ~~our internal control over financial reporting and have determined to restate our previously issued~~indemnification ~~financial statements. If our remediation~~ of ~~these material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting,~~ our ~~ability~~officers ~~to produce timely~~ and ~~accurate financial statements or comply with applicable laws and regulations could be impaired~~directors. ~~In addition, the presence of material weaknesses increases the risk of a material misstatement of our consolidated financial statements.~~

~~As a~~Should ~~public~~our ~~company,~~officers weand/or directors ~~are~~require ~~required,~~us ~~pursuant~~ to ~~Section~~contribute ~~404(a)~~to oftheir ~~the Sarbanes-Oxley Act~~defense, towe ~~furnish~~may abe ~~report~~required byto ~~management~~spend ~~on,~~significant ~~among other~~amounts ~~things, the effectiveness~~ of our ~~internal~~capital. ~~control~~Our ~~over~~Certificate ~~financial~~of Incorporation ~~reporting~~and inbylaws ~~our~~also ~~Annual~~provide ~~Report~~for onthe ~~Form~~indemnification ~~10-K.~~of ~~Effective~~our ~~internal control~~directors, ~~over~~officers, ~~financial~~employees, ~~reporting~~and isagents, ~~necessary~~under ~~for~~certain ~~reliable~~circumstances, against ~~financial~~attorney’s ~~reports~~fees and, ~~together~~other ~~with~~expenses ~~adequate~~incurred ~~disclosure~~by ~~controls~~them ~~and~~in ~~procedures, such~~any ~~internal~~litigation ~~controls~~to ~~are~~which ~~designed~~they tobecome ~~prevent~~a ~~fraud.~~party ~~Any~~arising ~~failure~~from totheir ~~implement~~association with ~~required~~or ~~new~~activities oron ~~improved~~behalf ~~controls,~~of orour ~~difficulties~~company. ~~encountered in~~This ~~their~~indemnification ~~implementation,~~policy could ~~cause~~result ~~our~~in ~~Company~~substantial toexpenditures, ~~fail~~which towe ~~meet~~may ~~our~~be ~~reporting~~unable to ~~obligations~~recoup. ~~Ineffective~~If ~~internal~~these ~~controls~~expenditures ~~could~~are ~~also cause~~significant ~~investors~~or toinvolves ~~lose~~issues ~~confidence~~which result in ~~reported~~significant ~~financial~~liability ~~information,~~for ~~which~~our ~~could~~key ~~have~~personnel, awe ~~negative~~may be ~~effect~~unable onto ~~the~~continue ~~trading~~operating ~~price~~as ofa ~~our common~~going ~~stock~~concern.

~~Our management’s~~We ~~assessment~~depend ~~must~~on ~~include~~a ~~disclosure~~limited number of ~~any~~major ~~material~~customers who ~~weaknesses~~are ~~identified~~able byto ~~management~~exert ina ~~our~~high ~~internal~~degree ~~control~~of influence over ~~financial~~ ~~reporting.~~us ~~Our~~and ~~management’s~~the ~~assessment~~loss ~~could~~of ~~detect~~a ~~problems~~major ~~with~~customer ~~internal controls. Undetected material weaknesses in internal controls~~ could ~~lead~~adversely toimpact ~~financial~~on ~~statement restatements and require~~ our ~~Company to incur the expense of remediation~~business.

AFor the years ended June 30, ~~material~~2025 ~~weakness~~and is2024, aChongqing ~~deficiency~~Iron or& ~~combination~~Steel ofLtd. ~~deficiencies~~accounted infor a94.4% ~~company~~and 77.2% of the Company’s ~~internal~~revenues, ~~control~~respectively. ~~over~~There ~~financial~~can be ~~reporting~~no ~~such~~ assurance that ~~there~~our ismajor acustomer ~~reasonable~~will ~~possibility~~continue to purchase our services in the same amount that it has in the past. The loss of our major customer or a material ~~misstatement~~reduction ofin ~~its~~sales ~~consolidated~~to ~~financial~~a ~~statements~~major ~~would~~customer ~~not~~could behave ~~prevented~~a ~~or detected~~material adverse effect on aour ~~timely~~sales ~~basis~~and results of operations. ~~This~~Additionally, ~~deficiency~~given ~~could~~the ~~result~~high inconcentration ~~additional~~of ~~misstatements~~our tocustomer ~~its~~base, ~~consolidated~~a ~~financial~~default ~~statements~~by ~~that~~or ~~would~~a significant reduction in future transactions bewith ~~material~~our ~~and~~major ~~would~~customer ~~not~~could bematerially ~~prevented~~reduce orour ~~detected~~revenues, onprofitability, aliquidity ~~timely~~and ~~basis~~growth prospects.

17We depend on a limited number of suppliers who are able to exert a high degree of influence over us and the loss of our major suppliers could adversely impact on our business.

~~As discussed~~For inthe ~~“Item~~year ~~9.A~~ended ~~Controls~~June ~~and~~30, 2025, ~~Procedures~~three -suppliers ~~Disclosure~~accounted ~~Controls~~for ~~and~~approximately ~~Procedures~~34.4%,” ~~under~~16.3%, ~~the~~and ~~supervision~~10.5% ~~and~~of ~~with~~our total purchases, respectively. For the ~~participation~~ ofyear ~~our~~ended ~~management~~June 30, we2024, ~~conducted~~two ansuppliers ~~assessment~~accounted offor ~~the~~approximately ~~effectiveness~~21.2% and 20.1% of our ~~disclosure~~total ~~controls~~purchases, ~~and~~respectively. ~~procedures~~There ascan ofbe ~~June~~no assurance that ~~30,~~our ~~2024.~~major ~~Based~~suppliers onwill continue to supply us with the ~~foregoing~~materials ~~evaluation,~~or services required to operate our ~~Chief~~business ~~Operating~~in ~~Officer~~the ~~concluded~~same amount that they have in the ~~Company’s~~past. ~~disclosure~~The ~~controls~~loss ~~and~~of ~~procedures were~~our ~~not~~major ~~effective~~suppliers ~~due~~or toa ~~ineffective~~material ~~internal~~reduction ~~controls~~in ~~over~~the ~~financial~~materials ~~reporting~~or ~~that~~services ~~stemmed~~they ~~from~~provide ~~the~~to ~~following~~us ~~material~~could ~~weaknesses~~have ~~for~~a ~~the~~material ~~year~~adverse ~~ended~~effect ~~and~~on asour ofbusiness ~~June~~and ~~30,~~results ~~2024:~~of operations.

●Our ~~Lack~~growth ofdepends ~~segregation~~in ofpart ~~duties~~on ~~for accounting personnel who prepared and reviewed~~ the ~~journal entries in some~~ success of ~~the~~our ~~subsidiaries~~relationships ~~within~~with ~~the~~third ~~consolidation~~parties, ~~lack~~including ofour ~~supervision,~~solar ~~coordination and communication of financial information between different entities within the Group;~~partners.

●A ~~Lack~~key component of aour ~~full~~growth strategy ~~time~~is Uto develop or expand our relationships with third parties.S. ~~GAAP~~For ~~personnel~~example, we are investing resources in ~~the~~establishing ~~accounting~~strategic relationships ~~department~~with market players across a variety of industries to ~~monitor~~generate new customers. These programs may not roll out as quickly as planned or produce the ~~recording~~results we anticipated. A significant portion of ~~the~~our ~~transactions~~business ~~which~~depends ~~led~~on toattracting ~~error~~and retaining new and existing solar partners. Negotiating relationships with our solar partners, investing in ~~revenue~~due ~~recognition~~diligence efforts with potential solar partners, training such third parties and contractors, and monitoring them for compliance with our standards require significant time and resources and may present greater risks and challenges than expanding a direct sales or installation team. If we are unsuccessful in ~~previously~~establishing ~~issued~~or ~~financial~~maintaining our ~~statements;~~relationships with these third parties, our ability to grow our business and address our market opportunity could be impaired. Even if we are able to establish and maintain these relationships, we may not be able to execute on our goal of leveraging these relationships to meaningfully expand our business, brand recognition and customer base. This would limit our growth potential and our opportunities to generate significant additional revenue or cash flows.

~~● Lack of resources with technical competency to address, review and record non-routine or complex transactions under U.S. GAAP;~~16

●We ~~Lack~~and ofour ~~management~~potential ~~control~~solar ~~reviews~~partners depend on a limited number of ~~the~~suppliers ~~budget~~of ~~against~~solar ~~actual~~panels, ~~with~~and ~~analysis~~other ofsystem components to adequately meet anticipated demand for our solar panel offerings. Any shortage, bottlenecks, delay, detentions, or component price change from these suppliers, or the ~~variance~~acquisition ~~with~~of any of these suppliers by a ~~precision~~competitor, ~~that~~could ~~can~~result bein ~~explained~~sales ~~through~~and ~~the~~installation ~~analysis~~delays, cancellations, and loss of ~~the~~market ~~accounts;~~share.

●We ~~Lack~~and our potential solar partners purchase solar panels, and other system components from a limited number of ~~proper~~suppliers, ~~procedures~~making inus ~~identifying~~susceptible to quality issues, shortages, bottlenecks, and ~~recording~~price ~~related~~changes. ~~party~~If ~~transactions~~we ~~which~~or ~~led~~our potential solar partners fail to ~~restatement~~develop, ofmaintain ~~previously~~and ~~issued~~expand ~~financial~~our ~~statements~~relationships with ~~(See~~these ~~Note~~or 1other suppliers, we may be unable to adequately meet anticipated demand for our solar service offerings, or we may only be able to offer our systems at higher costs or after delays. If one or more of the ~~accompanying~~suppliers ~~consolidated~~that ~~financial~~we ~~statement~~or ~~footnotes);~~our solar partners rely upon to meet anticipated demand ceases or reduces production, we may be unable to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms, and we may be unable to satisfy this demand.

●The ~~Lack~~acquisition of ~~proper~~a ~~procedures~~supplier by one of our competitors could also limit our access to ~~maintain~~such ~~supporting~~components ~~documents~~and ~~for~~require ~~accounting~~significant ~~record;~~redesigns of our solar energy systems or installation procedures and have a material adverse effect on our business.

●The ~~Lack~~restatement of ~~proper~~our ~~oversight~~prior ~~for~~financial ~~the~~statements may ~~Company’s~~affect ~~cash~~investor ~~disbursement~~confidence ~~process~~and ~~that~~raise ~~led~~reputational issues and may subject us to ~~misuse~~additional ofrisks and uncertainties, including increased professional costs and the ~~Company~~increased ~~funds~~possibility byof ~~its~~legal ~~former~~proceedings ~~executive~~and regulatory inquiries.

InAs discussed in our Current ~~order~~Form on Form 8-K filed on February 28, 2023, as amended by Amendment No. 1 filed on March 6, 2023, we determined to ~~remediate~~restate our financial statements as of and for the ~~material~~year ~~weaknesses~~ended ~~stated~~June ~~above~~30, 2021, three and six months ended September 30, 2021 and three and nine months ended December 31, 2021 after we ~~intend~~identified errors related to, ~~implement~~incorrect accounting treatment of related party loan receivable, incorrect recognition of revenue from freight shipping services and incorrect accounting treatment of recovery (provision) for credit losses. As a result of these errors and the ~~following~~resulting ~~policies~~restatements of our financial statements for the impacted periods, we have incurred, and ~~procedures:~~may continue to incur, unanticipated costs for accounting and legal fees in connection with or related to the restatements, and have become subject to a number of additional risks and uncertainties, including the increased possibility of litigation and regulatory inquiries. Any of the foregoing may affect investor confidence in the accuracy of our financial disclosures and may raise reputational risks for our business, both of which could harm our business and financial results.

●We ~~Hiring~~have ~~additional~~identified ~~accounting~~material ~~staff~~weaknesses in our internal control over financial reporting and have determined to ~~report~~restate ~~the~~our previously issued financial statements. If our remediation of these material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely; and accurate financial statements or comply with applicable laws and regulations could be impaired. In addition, the presence of material weaknesses increases the risk of a material misstatement of our consolidated financial statements.

●As ~~Reporting~~a ~~other~~public ~~material~~company, ~~and~~we ~~non~~are required, pursuant to Section 404(a) of the Sarbanes-~~routine~~Oxley ~~transactions~~Act, to furnish a report by management on, among other things, the ~~Board~~effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K. Effective internal control over financial reporting is necessary for reliable financial reports and, ~~obtain~~together ~~proper~~with ~~approval;~~adequate disclosure controls and procedures, such internal controls are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, could cause our Company to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in reported financial information, which could have a negative effect on the trading price of our common stock.

●Our ~~Recruiting~~management’s ~~additional~~assessment must ~~qualified~~include ~~professionals~~disclosure ~~with~~of ~~appropriate~~any ~~levels~~material ofweaknesses Uidentified by management in our internal control over financial reporting.S Our management’s assessment could detect problems with internal controls. ~~GAAP~~Undetected ~~knowledge~~material ~~and~~weaknesses ~~experience~~in internal controls could lead to ~~assist~~financial instatement restatements ~~resolving~~and ~~accounting~~require ~~issues~~our inCompany ~~non-routine~~to orincur ~~complex~~the ~~transactions;~~expense of remediation.

●A ~~Developing~~material ~~and~~weakness ~~conducting~~is ~~U.S.~~a ~~GAAP~~deficiency or ~~knowledge,~~combination ~~SEC~~of ~~reporting~~deficiencies ~~and~~in a company’s internal control ~~training~~over tofinancial ~~senior~~reporting ~~executives,~~such ~~management~~that ~~personnel,~~there ~~accounting~~is ~~departments~~a ~~and~~reasonable ~~the~~possibility that ITa ~~staff,~~material somisstatement ~~that~~of ~~management~~its ~~and~~consolidated ~~key~~financial ~~personnel~~statements ~~understand~~would ~~the~~not ~~requirements~~be ~~and~~prevented ~~elements~~or ofdetected ~~internal~~on ~~control~~a ~~over~~timely basis. This deficiency could result in additional misstatements to its consolidated financial ~~reporting~~statements ~~mandated~~that bywould ~~the~~be ~~U.S.~~material ~~securities~~and ~~laws;~~would not be prevented or detected on a timely basis.

● Setting up budgets and developing expectations based on understanding of the business operations, compare the actual results with the expectations periodically and document the reasons for the fluctuations with further analysis. This should be done by CFO and reviewed by CEO upon their communications with the Board;17

●As ~~Strengthening~~discussed in “Item 9.A Controls and Procedures - Disclosure Controls and Procedures,” under the supervision and with the participation of our ~~corporate~~management, ~~governance;~~we have taken measures to improve our disclosure controls and procedures.

●We ~~Setting~~cannot upprovide ~~policies~~assurance that ~~and~~these ~~procedures~~or ~~for~~other measures will fully remediate our material weaknesses in a timely manner. If our remediation of these material weaknesses is not effective, it may cause our Company to become subject to investigation or sanctions by the SEC. It may also adversely affect investor confidence in our Company’s ~~related~~and, ~~party~~as ~~identification~~a result, the value of our common stock. There can be no assurance that all existing material weaknesses have been identified, or that additional material weaknesses will not be identified in the future. In addition, if we are unable to ~~properly~~continue to ~~identify~~meet our financial reporting obligations, ~~record~~we ~~and~~may ~~disclose~~not ~~related~~be ~~party~~able ~~transactions;~~to ~~and~~remain listed on Nasdaq.

●Our ~~Setting~~ability upto ~~proper~~maintain ~~procedures~~compliance ~~for~~with Nasdaq ~~the~~continued ~~Company’s~~listing ~~fund~~requirements, ~~disbursement~~including ~~process~~whether towe ~~ensure~~are ~~that~~able ~~cash~~to ismaintain ~~disbursed~~the ~~only~~closing ~~upon~~bid ~~proper~~price ~~authorization,~~of ~~for~~our ~~valid~~common ~~business purposes~~stock, ~~and~~could ~~that~~result in ~~all~~the ~~disbursements~~delisting ~~are~~of ~~properly~~our ~~recorded~~common stock.

18Our common stock is currently listed on The Nasdaq Capital Market (“Nasdaq”). To maintain this listing, we must satisfy minimum financial and other requirements.

~~We cannot~~On ~~provide~~July ~~assurance~~7, ~~that~~2023, ~~these~~the orCompany received ~~other measures will fully remediate our material weaknesses in~~ a ~~timely~~notification ~~manner.~~from IfNasdaq ~~our~~stating ~~remediation of~~that ~~these~~the ~~material~~Company ~~weaknesses~~was is not ~~effective,~~in itcompliance ~~may~~with ~~cause~~Nasdaq ~~our~~Listing ~~Company~~Rules due to ~~become~~its ~~subject~~failure to ~~investigation~~timely hold oran ~~sanctions~~annual bymeeting ~~the~~of ~~SEC.~~shareholders ~~It may~~for ~~also~~the ~~adversely~~fiscal ~~affect~~year ~~investor~~ended ~~confidence~~June ~~in our Company and~~30, ~~as a result~~2022, ~~the~~which ~~value~~is ofrequired ~~our~~to ~~common~~be ~~stock.~~held ~~There~~within ~~can~~twelve bemonths noof ~~assurance~~the ~~that~~Company’s ~~all~~fiscal ~~existing~~year ~~material~~end ~~weaknesses~~under ~~have~~Nasdaq ~~been~~Listing ~~identified,~~Rule or5620(a) ~~that~~and ~~additional~~5810(c)(2)(G). ~~material~~On ~~weaknesses~~October ~~will~~19, ~~not~~2023, bethe ~~identified~~Company inreceived ~~the~~a ~~future.~~formal Innotification ~~addition,~~from ifthe weNasdaq ~~are~~confirming ~~unable~~that tothe ~~continue~~Company tohad ~~meet~~regained ~~our~~compliance ~~financial~~with ~~reporting~~Listing ~~obligations~~Rule 5620(a), weand ~~may~~that ~~not~~the bematter ~~able~~is ~~to remain listed on Nasdaq~~now closed.

~~Our~~On July 13, 2023, the Company ~~ability~~received toa ~~maintain~~notice ~~compliance~~from Nasdaq stating that the Company no longer complies with Nasdaq’s ~~continued~~independent ~~listing~~director and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Tieliang Liu from the Company’s board of directors and audit committee effective July 3, ~~including~~2023. ~~whether~~Nasdaq weadvised ~~are~~the ~~able~~Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4), the Company has a cure period to ~~maintain~~regain compliance (1) until the ~~closing~~earlier ~~bid~~of the Company’s next annual shareholders’ meeting ~~price~~or July 3, 2024; or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must evidence compliance no later than January 2, 2024. In response to this notice, on July 31, 2023, the Company elected Mr. Zhongliang Xie as a Class II independent director to serve until the annual meeting of ~~our~~stockholders ~~common~~for ~~stock~~the fiscal year 2023, ~~could~~to ~~result~~fill inthe vacancy on the ~~delisting~~Board resulting from the resignation of ~~our~~Mr. ~~common~~Tieliang ~~stock~~Liu. The Board appointed Mr. Xie to serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.

~~Our~~On July 13, 2023, the Company ~~common~~received ~~stock~~a notice from Nasdaq stating that the Company failed to regain compliance with respect to the minimum $1 bid price per share requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance, which ended on July 5, 2023. However, Nasdaq has determined that the Company is ~~currently~~eligible ~~listed~~for an additional 180 calendar day period, or until January 2, 2024, to regain compliance. On January 3, 2024, the Company received a notification from Nasdaq, notifying the Company of the determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share bid price requirement required for continued listing on ~~The~~the Nasdaq ~~Capital~~as ~~Market~~set forth in Listing Rule 5550(~~“Nasdaq”~~a)(2). ToOn ~~maintain~~March ~~this~~12, ~~listing~~2024, wethe ~~must~~Company received ~~satisfy~~a ~~minimum~~formal notification from Nasdaq confirming that the Company had regained compliance with bid price requirement required for ~~financial~~continued ~~and~~listing ~~other~~on ~~requirements~~the Nasdaq as set forth in Listing Rule 5550(a)(2).

OnThere can be also no assurance ~~July~~that 7,our ~~2023,~~stock price will meet the ~~Company~~minimum ~~received~~bid aprice ~~notification~~requirement ~~from~~or ~~Nasdaq~~we ~~stating~~will ~~that~~meet ~~the~~other ~~Company~~requirements ~~was~~for ~~not~~continued inlisting ~~compliance~~on ~~with~~Nasdaq. If our common stock is delisted from Nasdaq ~~Listing~~and ~~Rules due~~we are unable to ~~its~~list ~~failure~~our tocommon ~~timely~~stock ~~hold~~on ananother ~~annual~~national ~~meeting~~securities ofexchange, ~~shareholders~~we ~~for~~expect our common stock would be quoted on an over-the-counter ~~fiscal~~market. ~~year~~If ~~ended~~this ~~June~~were 30to occur, ~~2022~~we and our stockholders could face significant material adverse consequences, ~~which~~including isthe ~~required~~limited toavailability beof market quotations for our common stock; substantially decreased trading ~~held~~in ~~within~~our ~~twelve~~common ~~months~~stock; decreased market liquidity of our common stock as a result of the ~~Company’s~~loss ~~fiscal~~of ~~year~~market ~~end~~efficiencies ~~under~~associated with Nasdaq and ~~Listing~~the ~~Rule~~loss ~~5620(a)~~of ~~and~~federal ~~5810(c)(2)(G).~~preemption Onof ~~October~~state ~~19,~~securities laws; an adverse effect on our ability to issue additional securities or obtain ~~2023,~~additional financing in the ~~Company~~future ~~received~~on aacceptable ~~formal~~terms, ~~notification~~if ~~from~~at ~~the~~all; ~~Nasdaq~~potential ~~confirming~~loss ~~that~~of ~~the~~confidence ~~Company~~by ~~had~~investors, ~~regained~~suppliers, ~~compliance~~partners, ~~with~~and employees ~~Listing~~and ~~Rule~~fewer business development opportunities; and limited news and analyst coverage. Additionally, the market price of our common ~~5620(a)~~stock may decline further, and ~~that~~stockholders ~~the~~may ~~matter~~lose issome ~~now~~or ~~closed~~all of their investment.

~~On July~~For ~~13,~~additional ~~2023,~~risks ~~the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent~~relating ~~director~~to ~~and~~our ~~audit~~operations, ~~committee~~see ~~requirements under Nasdaq’s Listing Rule 5605 following~~ the ~~resignation~~section oftitled ~~Tieliang~~“Risk ~~Liu~~Factors” ~~from~~contained ~~the~~in ~~Company’s board~~our ofRegistration ~~directors~~Statement ~~and~~on ~~audit~~Form ~~committee effective July~~ S-3, ~~2023.~~filed ~~Nasdaq advised the Company that in accordance~~ with ~~Nasdaq’s Listing Rule 5605(c)(4),~~ the ~~Company has a cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’~~ ~~meeting~~SEC oron ~~July~~September 39, 2024; orand ~~(2)~~other iffilings ~~the~~we ~~next~~file ~~annual~~with ~~shareholders’ meeting is held before January 2, 2024, then~~ the ~~Company~~SEC must evidence compliance no later than January 2, 2024. In response to this notice, on July 31, 2023, the Company elected Mr. Zhongliang Xie as a Class II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from ~~the~~time ~~resignation of Mr. Tieliang Liu. The Board appointed Mr. Xie~~ to ~~serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate Governance Committee~~time.

On July 13, 2023, the Company received a notice from Nasdaq stating that the Company failed to regain compliance with respect to the minimum $1 bid price per share requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance, which ended on July 5, 2023. However, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until January 2, 2024, to regain compliance. On January 3, 2024, the Company received a notification from Nasdaq, notifying the Company of the determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2). On March 12, 2024, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).18

~~There can~~Item ~~be also no assurance that our stock price will meet the minimum bid price requirement or we will meet other requirements for continued listing on Nasdaq~~1B. IfUnresolved ~~our~~Staff ~~common stock is delisted from Nasdaq and we are unable to list our common stock on another national securities exchange, we expect our common stock would be quoted on an over-the-counter market~~Comments. If this were to occur, we and our stockholders could face significant material adverse consequences, including the limited availability of market quotations for our common stock; substantially decreased trading in our common stock; decreased market liquidity of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws; an adverse effect on our ability to issue additional securities or obtain additional financing in the future on acceptable terms, if at all; potential loss of confidence by investors, suppliers, partners, and employees and fewer business development opportunities; and limited news and analyst coverage. Additionally, the market price of our common stock may decline further, and stockholders may lose some or all of their investment.

~~For additional~~The ~~risks~~Company ~~relating~~does tonot ~~our operations, see the section titled “Risk Factors” contained in our Registration Statement~~have onany ~~Form~~unresolved ~~S-3,~~or ~~filed~~outstanding ~~with~~staff ~~the SEC on September 9, 2024 and other filings we file with the SEC from time to time~~comments.

19Item 1C. Cybersecurity

~~Item 1B.~~Risk ~~Unresolved~~Management ~~Staff Comments.~~and Strategy

~~The~~We ~~Company~~have ~~does~~established ~~not~~cybersecurity ~~have~~risk ~~any~~assessment ~~unresolved~~procedures orto ~~outstanding~~ensure ~~staff~~effectiveness ~~comments~~in cybersecurity management, strategy and governance and reporting cybersecurity risks. The process is in alignment with our strategic objectives and risk appetite.

~~Item~~We 1Cstrive to manage cybersecurity risks and protect sensitive information through various means, such as technical safeguards, procedural requirements, close monitoring on our corporate network. ~~Cybersecurity~~We may engage assessors, consultants, auditors, or other third parties to enhance our cyber security risk management processes. Any cybersecurity incidents are closely monitored for their potential impact on our business strategy, operations, and financial condition.

~~Risk~~As ~~Management~~of ~~and~~the ~~Strategy~~date of this annual report, we have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial condition.

We have established cybersecurity risk assessment procedures to ensure effectiveness in cybersecurity management, strategy and governance and reporting cybersecurity risks. The process is in alignment with our strategic objectives and risk appetite.Governance

WeThe ~~strive~~Board tooversees ~~manage~~the Company’s cybersecurity risks management and ~~protect~~reviews ~~sensitive~~management ~~information~~reports ~~through~~on ~~various~~material ~~means,~~cybersecurity ~~such~~risks and issues on an as-needed ~~technical~~basis. ~~safeguards,~~The ~~procedural requirements,~~chief ~~close~~executive ~~monitoring~~officer on(the ~~our~~“CEO”) ~~corporate~~and ~~network.~~the Wechief ~~may~~financial ~~engage~~officer ~~assessors,~~(the ~~consultants,~~“CFO”) ~~auditors,~~are responsible for discussing material cybersecurity incidents or ~~other~~threats ~~third~~with ~~parties~~specific toconstituencies ~~enhance our~~before ~~cyber~~sign-off, ~~security~~ensuring ~~risk~~thorough review ~~management~~of ~~processes~~information and disclosures. ~~Any~~The ~~cybersecurity~~CEO ~~incidents~~and CFO are ~~closely~~also ~~monitored~~responsible for ~~their~~assessing, ~~potential~~identifying ~~impact~~and onmanaging ~~our~~material ~~business~~risks from ~~strategy~~cybersecurity threats to our company and monitoring the prevention, ~~operations~~detection, mitigation and ~~financial~~remediation ~~condition~~of material cybersecurity incident, maintaining oversight of the disclosure in the periodic reports (including our annual reports on Form 10-K) of the Company.

~~As of~~Item ~~the~~2. date of this annual report, we have not experienced any material cybersecurity incidents or identified any material cybersecurity threats that have affected or are reasonably likely to materially affect us, our business strategy, results of operations or financial conditionProperties.

~~Governance~~We currently rent one office in Shanghai.

The Board oversees the Company’s cybersecurity risks management and reviews management reports on material cybersecurity risks and issues on an as-needed basis. The chief executive officer (the “CEO”) and the chief financial officer (the “CFO”) are responsible for discussing material cybersecurity incidents or threats with specific constituencies before sign-off, ensuring thorough review of information and disclosures. The CEO and CFO are also responsible for assessing, identifying and managing material risks from cybersecurity threats to our company and monitoring the prevention, detection, mitigation and remediation of material cybersecurity incident, maintaining oversight of the disclosure in the periodic reports (including our annual reports on Form 10-K) of the Company.

Office

Address

Rental Term

Space

Shanghai, PRC

Rm 12D & 12E, No.359

Dongdaming Road,

Hongkou District,

Shanghai, PRC 200080

Expires 12/31/2026

3,078 ft²

Item 2 3. ~~Properties~~Legal Proceedings.

~~We currently~~See ~~rent~~“Item ~~two facilities~~1. ~~Our~~Business - ~~PRC~~Recent ~~headquarters~~Developments” isfor ina ~~Shanghai~~description ~~and~~of ~~our~~legal ~~U.S.~~proceedings ~~headquarters~~the Company is incurrently ~~New~~involved ~~York.~~in, Wewhich ~~have~~is ~~closed~~incorporated ~~the two facilities~~herein inby ~~Texas when the leases expired earlier this year~~reference.

Office	Address	Rental Term	Space
New York, USA	98 Cutter Mill Rd Suite 322 Great Neck, New York 11021	Expires 07/31/2026	3,033 ft2
Shanghai, PRC	Rm 12D & 12E, No.359 Dongdaming Road, Hongkou District, Shanghai, PRC 200080	Expires 12/31/2024	3,078 ft2
Texas, USA	6161 Savoy Dr, Suite 1040 Houston, Texas 77036	Expired 06/30/2024	954 ft2
Texas, USA	12733 Stafford Road, Suite 400 Stafford, Texas 77477	Expired 07/31/2024	46,463 ft2

Item 4. Mine Safety Disclosures.

~~Item~~This item is not applicable 3.to ~~Legal~~the ~~Proceedings~~Company.

~~See “Item 1. Business - Recent Developments” for a description of legal proceedings the Company is currently involved in, which is incorporated herein by reference.~~19

~~Item 4.~~PART ~~Mine Safety Disclosures.~~II

20Market for Our Common Stock

~~PART~~Our common stock is traded IIon the Nasdaq Capital Market under the symbol SGLY.

~~Item 5.~~Holders ~~Market~~of ~~for~~Our ~~Registrant’s~~ Common ~~Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~Stock

~~Market~~As of the date of this report, there ~~for~~were ~~Our~~14 ~~Common~~holders ~~Stock~~of record of our common stock. This number does not include stockholders who hold their shares of common stock in street name.

~~Our common~~Dividend ~~stock is traded on the Nasdaq Capital Market under the symbol SGLY.~~Policy

~~Holders~~We have never declared or paid any cash dividends on our common stock. We anticipate that we will retain any earnings to support operations and to finance the growth and development of ~~Our~~our ~~Common~~business. ~~Stock~~Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the Board may deem relevant. Payments of dividends by our PRC subsidiaries to our company are subject to restrictions including primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents.

~~As of~~Recent ~~September~~Sales ~~12, 2024, there were 26 holders~~ of ~~record~~Unregistered ofSecurities and ~~our~~Issuer ~~common~~Purchases ~~stock. This number does not include stockholders who hold their shares~~ of ~~common~~Equity ~~stock in street name.~~Securities

~~Dividend Policy~~None.

~~We have~~Item ~~never declared or paid any cash dividends on our common stock~~6. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the Board may deem relevant. Payments of dividends by our PRC subsidiaries to our company are subject to restrictions including primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business after providing valid commercial documents.[Reserved]

~~Recent Sales~~Item of7. ~~Unregistered~~Management’s ~~Securities~~Discussion and ~~Issuer~~Analysis ~~Purchases~~ of ~~Equity~~Financial ~~Securities~~Condition and Results of Operations.

~~None~~The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in the Report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.

~~Item 6. [Reserved]~~Overview

~~Item~~We previously focused on providing 7customized freight logistics services, but starting in 2017, we began exploring new opportunities to expand our business and generate more revenue. ~~Management’s~~These ~~Discussion~~opportunities ranged from complementary businesses to other new service and ~~Analysis~~product ofinitiatives. ~~Financial~~In ~~Condition~~the fiscal years 2023 and ~~Results~~2024, while we continued to provide our freight logistics business, we expanded our services to include warehousing services provided by our US subsidiary Brilliant Warehouse Service Inc. On January 3, 2022, we changed our corporate name to Singularity Future Technology Ltd. to align with our entry into the digital assets business through our U.S. subsidiaries. During 2022, we engaged in purchases and sales of ~~Operations~~cryptocurrency mining machines through our U.S. subsidiaries.

~~The~~For the fiscal year ended ~~following~~June ~~discussion~~30, ~~and~~2024, ~~analysis~~we ofwere ~~the~~engaged ~~Company’s~~in ~~financial~~providing ~~condition~~freight ~~and~~logistics ~~results~~services ofincluding ~~operations~~warehouse ~~should~~services, bewhich ~~read~~were inoperated ~~conjunction with~~by our ~~consolidated~~subsidiaries Trans ~~financial~~Pacific ~~statements~~Shipping Limited and ~~the~~Gorgeous ~~related~~Trading ~~notes~~Ltd. ~~included~~and ~~elsewhere~~Brilliant Warehouse Service Inc in the ~~Report~~United States, . ~~This~~Our ~~discussion~~range ~~contains~~of ~~forward-looking~~services ~~statements~~include ~~that~~transportation, ~~involve~~warehouse, ~~risks~~collection, ~~and~~last-mile ~~uncertainties.~~delivery, ~~Actual~~drop ~~results~~shipping, ~~and~~customs ~~the~~clearance, ~~timing~~and ofoverseas ~~selected~~transit ~~events~~delivery. ~~could~~For the ~~differ~~fiscal ~~materially~~year ~~from~~ended ~~those anticipated~~June in30, ~~these~~2024, ~~forward-looking~~the ~~statements~~Company asdid anot ~~result~~sell ofcrypto-mining ~~various factors~~machines.

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

We previously focused on providing customized freight logistics services, but starting in 2017, we began exploring new opportunities to expand our business and generate more revenue. These opportunities ranged from complementary businesses to other new service and product initiatives. In the fiscal years 2023 and 2024, while we continued to provide our freight logistics business, we expanded our services to include warehousing services provided by our US subsidiary Brilliant Warehouse Service Inc. On January 3, 2022, we changed our corporate name to Singularity Future Technology Ltd. to align with our entry into the digital assets business through our U.S. subsidiaries. During 2022, we engaged in purchases and sales of cryptocurrency mining machines through our U.S. subsidiaries.20

~~For~~Recent the fiscal year ended June 30, 2024, we were engaged in providing freight logistics services including warehouse services, which were operated by our subsidiaries Trans Pacific Shipping Limited and Gorgeous Trading Ltd. and Brilliant Warehouse Service Inc in the United States, . Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery. For the fiscal year ended June 30, 2024, the Company did not sell crypto-mining machines.Developments

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

21On February 9, 2024, the Company effectuated a 1-for-10 reverse stock split of its common stock. Beginning on February 12, 2024, the Company’s common stock trades on The Nasdaq Stock Market on a split adjusted basis. Upon effectiveness of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued. Instead, any fractional shares that would have resulted from the split were rounded up to the next whole number. Trading in the common stock continues on the Nasdaq Stock Market under the symbol “SGLY”. The new CUSIP number for the common stock following the reverse stock split is 82935V 307. The reverse stock split was intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ Stock Market. The reverse stock split did not affect the number of total authorized shares of common stock of the Company.

~~Recent Developments~~Nasdaq Listing Deficiencies

~~Reverse~~On January 3, 2024, the Company received a Staff determination notice from Nasdaq notifying the Company of the Staff’s determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share minimum bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2). Pursuant to the Nasdaq letter, unless the Company requested an appeal of the determination notice, trading of the Company’s common stock would be suspended at the opening of business on January 12, 2024. The Company appealed the delisting determination to a Hearings Panel, and hearing was scheduled to be held on March 28, 2024. The Company’s common stock would continue to be listed for trading pending the Hearing Panel’s decision. As discussed in “Prospectus Summary - Recent Developments – Reverse Stock Split,” the Company effectuated a 1-for-10 reverse stock split of its common stock on February 9, 2024. Beginning on February 12, 2024, the Company’s Common Stock trades on The Nasdaq Stock Market on a split adjusted basis.

On ~~February~~ 9,March ~~2024, the Company effectuated a 1-for-10 reverse stock split of its common stock. Beginning on February~~ 12, 2024, the Company’s ~~common~~received ~~stock trades on The Nasdaq Stock Market on~~ a ~~split~~formal ~~adjusted~~notification basis. Upon effectiveness of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued. Instead, any fractional shares that would have resulted from the ~~split was rounded up to the next whole number. Trading in the common stock continues on the~~ Nasdaq Stock Market ~~under~~LLC ~~the~~confirming ~~symbol~~that ~~“SGLY”. The new CUSIP number for~~ the ~~common stock following the reverse stock split is 82935V 307. The reverse stock split was intended to increase the per share trading price of the~~ Company’s ~~common~~had ~~stock~~regained tocompliance ~~satisfy~~with ~~the $1.00 minimum~~ bid price requirement required for continued listing ~~of the common stock~~ on the ~~NASDAQ Stock~~Nasdaq ~~Market.~~as ~~The~~set ~~reverse~~forth ~~stock~~in ~~split~~Listing ~~did~~Rule ~~not~~5550(a)(2). ~~affect~~Consequently, the ~~number~~scheduled ofhearing ~~total~~before ~~authorized~~the ~~shares~~Hearings Panel ofon ~~common~~March ~~stock~~28, of2024 ~~the~~had ~~Company~~been cancelled.

~~Nasdaq Listing~~Receipt ~~Deficiencies~~of SEC Subpoena

OnAs previously disclosed, on ~~January~~February 328, ~~2024~~2023 , the ~~Company~~audit ~~received~~committee aof ~~Staff~~the ~~determination~~Company, ~~notice~~after ~~from~~discussion ~~Nasdaq~~with ~~notifying~~the management of the Company, ofand in consultation with the ~~Staff~~Company’s ~~determination to~~independent ~~delist~~registered public accounting firm, concluded that the Company’s ~~securities~~previously ~~from~~issued ~~Nasdaq~~financial ~~because~~statements for ofthe fiscal year ended June 30, 2021 included in the Company’s ~~failure~~Annual toReport ~~regain~~on ~~compliance~~Form 10-K filed with the $1Securities ~~per~~and ~~share~~Exchange ~~minimum~~Commission ~~bid~~(the ~~price~~“SEC”) ~~requirement~~on ~~required~~November ~~for~~29, ~~continued~~2021 ~~listing~~(the on“2021 ~~the~~Form ~~Nasdaq~~10-K”) asshould ~~set~~no ~~forth~~longer inbe ~~Listing~~relied ~~Rule 5550(~~upon as a~~)(2)~~ result of incorrect accounting treatment of approximately $4.6 ~~Pursuant~~million toof related party loan receivable. The audit committee also concluded that the ~~Nasdaq~~financial ~~letter,~~statements ~~unless~~for the ~~Company~~quarters ~~requested~~ended anSeptember ~~appeal~~30, of2021 ~~the~~and ~~determination~~December ~~notice~~31, ~~trading~~2021 ofincluded in the Company’s ~~common~~Quarterly ~~stock~~Reports ~~would be~~on ~~suspended~~Form at10-Q (the ~~opening~~“2021 ofForm ~~business~~10-Qs,” oncollectively ~~January~~with ~~12,~~the ~~2024.~~2021 ~~The~~Form ~~Company~~10-K, ~~appealed~~ the ~~delisting~~“Affected Reports”), ~~determination~~filed towith athe ~~Hearings~~SEC ~~Panel~~on November 12, 2021 and ~~hearing~~ ~~was~~February ~~scheduled~~14, to2022, berespectively, ~~held~~should onno ~~March~~longer ~~28,~~be ~~2024.~~relied ~~The~~upon ~~Company’s~~as ~~common~~a ~~stock~~result of ~~would~~incorrect ~~continue~~recognition toof berevenue ~~listed~~from ~~for~~freight ~~trading~~shipping ~~pending~~ services in the ~~Hearing~~amount ~~Panel’s~~of ~~decision.~~$980,200 Asfor ~~discussed~~the inthree ~~“Prospectus~~months ~~Summary~~ended -September ~~Recent~~30, 2021 ~~Developments~~and –six ~~Reverse~~months ~~Stock~~ended ~~Split~~December 31,~~” the~~ 2021. The Company ~~effectuated~~corrected athe ~~1-for-10~~errors ~~reverse~~referenced ~~stock~~above ~~split~~in ofan ~~its~~amendment ~~common~~to ~~stock~~(1) onthe ~~February~~2021 9,Form ~~2024.~~10-K (the ~~Beginning~~“Amended onForm ~~February~~10-K”) ~~12,~~and ~~2024,~~(2) each of the ~~Company’s Common~~2021 ~~Stock~~Form ~~trades~~10-Qs on(the ~~The~~“Amended ~~Nasdaq~~Form ~~Stock~~10-Qs,” ~~Market~~collectively onwith athe Amended ~~split~~Form ~~adjusted~~10-K, ~~basis~~the “Restatements”).

On ~~March~~ 12June 17, 2024, the Company received a ~~formal~~subpoena ~~notification~~ from the ~~Nasdaq~~Securities ~~Stock~~and ~~Market~~Exchange ~~LLC~~Commission ~~confirming~~(the ~~that~~“SEC”) requesting the ~~Company~~production ~~had~~of ~~regained~~certain documents ~~compliance~~related ~~with~~to ~~bid~~an ~~price~~investigation ~~requirement~~by ~~required~~the ~~for~~SEC ~~continued~~regarding ~~listing~~the onRestatements (the ~~Nasdaq~~“Investigation”). asBecause ~~set~~the ~~forth~~Investigation inis ~~Listing~~at ~~Rule~~an early ~~5550(a)(2). Consequently~~stage, the ~~scheduled~~Company ~~hearing~~cannot ~~before~~predict its outcome, duration, or any potential consequences at this time. The SEC has not advised the Company ~~Hearings~~that ~~Panel~~it onhas ~~March~~concluded 28any legal violation has occurred, ~~2024~~but ~~had~~any ~~been~~Investigation ~~cancelled~~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.

~~Receipt of SEC Subpoena~~21

~~As previously~~On ~~disclosed,~~January ~~on February 28~~17, ~~2023~~ 2025, ~~the audit committee of the Company,~~ after ~~discussion~~cooperating with the ~~management of the Company,~~ ~~and in consultation with the Company’s independent registered public accounting firm~~Investigations, ~~concluded that~~ the Company’s ~~previously issued~~reached financial statements for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on November 29, 2021 (the “2021 Form 10-K”) should no longer be relied upon as a ~~result~~resolution of incorrect accounting treatment of approximately $4.6 million of related party loan receivable. The audit committee also concluded that the financial statements for the quarters ended September 30, 2021 and December 31, 2021 included in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,” collectively with the ~~2021 Form 10-K, the “Affected Reports”), filed with the~~ SEC onregarding ~~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~~aforementioned ~~of $980,200 for the three months ended September 30, 2021 and six months ended December 31, 2021~~matters. 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~~The ~~17,~~SEC ~~2024,~~approved the Company’s ~~received~~Offer aof ~~subpoena~~Settlement ~~from~~and ~~the~~issued ~~Securities~~its Cease-and-Desist ~~Exchange~~Order ~~Commission~~ (the “SEC Order”) ~~requesting~~dated January ~~the~~17, ~~production of~~2025, with respect to certain ~~documents~~violations related to anthe ~~investigation~~Company’s byfinancial ~~the~~reporting, ~~SEC~~accounting, ~~regarding~~books ~~the~~and ~~Restatements~~records, and ~~(the~~internal ~~“Investigation”)~~controls. ~~Because~~Pursuant to the ~~Investigation~~ isterms atof anthe ~~early~~SEC ~~stage~~Order, the Company ~~cannot~~will ~~predict~~pay ~~its~~a ~~outcome,~~civil ~~duration~~monetary penalty of $350,000 orto ~~any~~the ~~potential~~SEC, ~~consequences~~comply with atcertain ~~this~~undertakings ~~time.~~to ~~The SEC~~remediate ~~has~~its ~~not~~material ~~advised~~weaknesses in the ~~Company~~internal ~~that~~control itand ~~has~~disclosure ~~concluded~~deficiencies ~~any~~by ~~legal~~June ~~violation~~30, ~~has occurred~~2026, ~~but~~and cease ~~any~~and ~~Investigation~~desist ~~potentially~~any ~~could~~violations ~~result in~~of ~~government~~Sections ~~enforcement~~13(a), ~~actions~~13(b)(2)(A), and 13(b)(2)(B), toof ~~civil~~the Securities Exchange Act of 1934 and~~/or~~ ~~criminal~~Rules ~~sanctions~~12b-20, 13a-1, ~~under~~13a-13, ~~relevant~~and ~~laws~~13a-15 thereunder. ~~The~~In the event the Company ~~intends~~fails to ~~cooperate~~comply with these undertakings, the ~~SEC~~Company ~~with~~shall, ~~respect~~by December 31, 2026, pay an additional civil monetary penalty of $1,000,000 to the ~~Investigation~~SEC.

~~Entry~~The above descriptions of the SEC Order are not complete and ~~into~~are ~~Joint~~qualified ~~Venture~~in their entirety by the terms thereof. The complete SEC Order, including the Company’s obligations thereunder, can be accessed at the SEC website at www.sec.gov.

OnEntry ~~August 22, 2024, New Energy Tech Ltd., (“New Energy”) a New York corporation and wholly owned subsidiary of the Company, entered~~ into aJoint certain joint venture agreement (the “JV Agreement”) with Market One Service Corp., a corporation organized under the laws of Wyoming, (“Market One”). Pursuant to the JV Agreement, among other things and subject to the terms and conditions contained therein, New Energy and Market One agreed to establish a limited company under the laws of Ohio, SG Campbells Creek Commodities (the “JV”), to engage in the business of commodity trading . The parties also plan to expand into the sale of solar panels.Venture

On August 22, 2024, New Energy Tech Ltd., (“New Energy”) a New York corporation and wholly owned subsidiary of the Company, entered into a certain joint venture agreement (the “JV Agreement”) with Market One Service Corp., a corporation organized under the laws of Wyoming, (“Market One”). Pursuant to the JV Agreement, among other things and subject to the terms and conditions contained therein, New Energy and Market One agreed to establish a limited company under the laws of Ohio, SG Campbells Creek Commodities (the “JV”), to engage in the business of commodity trading. The parties also plan to expand into the sale of solar panels.

~~Impact~~Levy v. Singularity ofFuture ~~COVID-19~~Technology Ltd.

~~The~~As previously disclosed, on ~~outbreak~~January 18, 2024, John F. Levy (“Levy”), a former member of the ~~COVID~~Board of the Company, filed a claim against the Company in the Court, Levy v. Singularity Future Technology Ltd. f/k/a Sino-19Global ~~virus~~Shipping America Ltd., 24-cv-0384-NG-JMW (the “~~COVID-19~~Lawsuit”). On ~~starting~~April ~~from~~1, ~~late~~2025, ~~January~~Levy ~~2020~~and inthe Company entered into a confidential settlement and mutual release agreement to fully resolve the ~~PRC~~Lawsuit (the ~~spread~~“Settlement ~~rapidly~~Agreement”). Pursuant to ~~many~~the ~~parts~~Settlement ofAgreement, the Company paid a sum of one hundred and fifty thousand ~~world~~dollars ($150,000) to Blank Rome LLP, which was counsel to Levy. InOn ~~March~~April ~~2020~~17, 2025, the ~~World~~stipulation ~~Health~~to ~~Organization~~dismiss ~~declared~~the ~~COVID-19~~Lawsuit aswith aprejudice was ~~pandemic~~filed with the Court. On April 18, 2025, this Lawsuit was terminated.

~~In early~~Crivellaro ~~December 2022, the Chinese government eased its strict control measures for COVID-19, which led to a surge in increased infections and disruptions in our business operations~~v. ~~In 2023, our China operation continued to suffer from the impact of COVID-19, although to~~Singularity aFuture ~~lesser~~Technology ~~extent~~Ltd. The impact of any future impact of COVID-19 on the Company’s China operational results will depend on, to a large extent, on the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact, almost all of which are beyond our control.

~~The~~As ~~impact~~previously ofdisclosed, ~~COVID-19~~on December 9, 2022, Piero Crivellaro, purportedly on ~~our~~behalf ~~business~~of the persons or entities who purchased or acquired the publicly traded common stock of the Company between February 2021 and November 2022, ~~financial~~brought ~~condition~~a putative class action, Crivellaro v. Singularity Future Technology Ltd., 22-cv-7499-BMC, against the Company and ~~results~~a dozen related person and entities in the United States District Court for the Eastern District of ~~operations~~New ~~include~~York (the “Court”). Plaintiffs alleged violations of the U.S. federal securities laws by the Company. Plaintiffs seek damages, ~~but~~plus ~~are~~interest, ~~not~~costs, ~~limited~~fees, and attorneys’ fees. The Company filed a motion to, ~~the~~dismiss on ~~following:~~November 20, 2023.

*On December ~~Our~~17, ~~customers~~2024, ~~have~~the ~~been~~Court ~~negatively~~issued ~~impacted~~an byorder that partially denied the ~~pandemic,~~motions ~~which~~to ~~reduced~~dismiss ~~their~~filed ~~demand~~by ~~for~~the ~~freight~~Company ~~logistics~~and ~~services.~~its Asformer achief ~~result~~executive officer, ~~our~~Yang ~~revenue~~Jie, ~~for~~arising ~~the~~from ~~year~~various ~~ended~~statements ~~June~~made ~~30,~~by ~~2022~~Yang ~~was~~Jie ~~down~~about bytwo ~~approximately~~allegedly $1fraudulent transactions.2 ~~million,~~The orrest 22of the motions are granted.6% ~~and~~On ~~our~~January ~~freight~~2, ~~revenue~~2025, ~~declined~~the ~~slightly~~Company infiled an answer to the ~~ear~~Second ~~ended~~Amended ~~June~~Class ~~30,~~Action ~~2023~~complaint.

* Due to travel restrictions between US and China, our new business development for existing segments or new ventures has been slowed down.22

*On ~~Our~~May ~~sales~~29, 2025, the Company and the lead plaintiffs in the class action executed a binding term sheet (the “Settlement Term Sheet”) setting forth the material terms of ~~crypto~~their ~~mining~~proposed ~~machines~~settlement on ~~were~~a ~~materially~~class ~~adversely~~wide ~~affected~~basis. byOn ~~COVID-19~~July 13, 2025, the parties executed a Stipulation and Agreement of Settlement (“Settlement Agreement”). Pursuant ~~Specifically~~to the Settlement Agreement, ~~Crypto~~in ~~mining~~exchange ~~machine~~for ~~manufacturers~~the ~~were~~Settlement ~~impacted~~payment and subject to final approval by the ~~constrained~~Court, ~~supply~~all ofplaintiffs in the ~~semiconductors~~Class ~~used~~Action inwill release the ~~production~~Company ofand the ~~highly~~other ~~specialized~~defendants ~~crypto~~on ~~mining~~all ~~machines~~claims. ~~COVID-related~~The ~~issues~~Settlement ~~exacerbated~~Payment ~~port~~include ~~congestion~~cash payment of $3,000,000 and ~~intermittent~~6,500,000 ~~supplier~~freely ~~shutdowns~~tradable ~~and~~shares ~~delays,~~of ~~resulted~~the inCompany’s ~~delayed~~Common ~~shipments~~Stock ~~and~~(the ~~additional~~“Settlement ~~expenses~~Shares”), towhich ~~expedite~~shall ~~delivery.~~be Asissued pursuant to Section 3(a)(10) ~~result,~~of wethe ~~were~~Securities ~~unable~~Act of 1933, subject to ~~fulfil~~the ~~our~~Court’s ~~customer~~approval ~~orders~~of onthe Settlement. In the event of a reverse ~~timely~~stock ~~basis,~~split ~~resulting~~prior into the ~~cancellation~~effectiveness of ~~orders~~the Settlement, the number of Settlement Shares and/or the ~~partial~~put ~~refund~~option purchase price (described below) shall be reformulated so that the value of ~~purchases~~the Settlement Shares/put option shall not be less than $5,850,0000 as ~~evident~~of the ~~from~~effectiveness of the ~~SOSNY~~Settlement. The settlement class has the right to sell all or a portion of the unsold Settlement Shares back to the Company at $0.85 per share if the 10-trading day average closing price immediately prior to the exercise of the put option falls below $0.85 before the class lead counsel sells the Settlement Shares. The Company agreed to maintain a cash balance $3,250,000 in a dedicated escrow account to mitigate the risk that it is unable to satisfy the put option.

~~Although~~On September 22, 2025, the ~~impact~~Court ofimposed ~~COVID-19~~a ontemporary ~~our~~restraining ~~operations~~order ~~decreased~~on inthe ~~2023~~Company, ~~such~~pursuant ~~impact~~to ~~still~~which ~~exists~~the Company and ~~may~~the ~~continue~~Ms. toJia ~~exist~~Yang, CEO ~~for~~of anthe ~~unforeseeable~~Company, ~~period of~~(i) ~~time.~~were ~~The~~mandated ~~impact~~to oftransfer ~~any~~$6,250,000 ~~future~~amount, ~~spread~~plus ofinterest, ~~COVID-19~~from onthe Company’s Silk Road Bank account in Djibouti to the Company’s ~~China~~Bank ~~operation~~of ~~will~~America ~~depend~~account in the United States by September 23, 2025; (ii) were mandated to file a ~~large~~status report ~~extent,~~which onidentifies the ~~duration and~~balance ~~resurgence~~of the Bank of ~~COVID-19~~America ~~variants~~account every Friday until October 9, 2025; and ~~the~~(iii) ~~actions~~are ~~taken~~prohibited byfrom ~~government~~taking any ~~authorities~~further tosteps ~~contain~~toward ~~COVID~~consummating the merger described in the Company’s Schedule 14-19A orfiled ~~treat~~with ~~its~~the ~~impact,~~SEC ~~almost~~and ~~all~~from participating ofin any other transaction which ismight ~~beyond~~have ~~our~~the ~~control~~effect of divesting this Court’s jurisdiction over the Company and its assets.

~~Results~~As of the date of this report, the Company has requested that Silkroad International Bank S.A. (“Silkroad”) transfer a total of ~~Operations~~$6.3 million to the Company’s Bank of America account. The Company has requested an input from Silkroad as to the initial $3,000,000 that the Company requested that Silkroad transfer to the Company’s Bank of America account in August 2025. Silkroad indicated that it expects the funds to be credited to the Company’s Bank of America account “within 3-5 business days, subject to the completion of intermediary and central bank procedures.” As of the date of this report, the Company has wired $2,000,000, which are loans from unrelated parties, as part of the settlement cash payment to the Escrow Account set forth in the Settlement Agreement.

~~Comparison of~~Huang ~~the~~v. ~~Years~~Singularity Future ~~Ended~~Technology ~~June 30, 2024 and 2023~~Ltd.

~~The~~As previously disclosed, in February 2024, Zhikang Huang, a former ~~following~~officer ~~table~~and ~~sets~~director ~~forth~~of the ~~results~~Company, filed a lawsuit against the Company in the Circuit Court for the City of ~~our~~Richmond. ~~operations~~In the complaint, Zhikang Huang claimed that the Company failed to compensate him for the ~~periods~~severance ~~indicated:~~payment, his two months’ salary and the incentive-based bonus. On January 31, 2025, a judgment from the Circuit Court for the City of Richmond was entered in favor of Zhikang Huang and against the Company in the amount of $468,956.75, with interest accruing from the date of the judgment. On April 23, 2025, said Virginia judgment was filed in the Supreme Court of New York, County of Westchester and entered in New York in favor of Zhikang Huang and against the Company in the amount of $468,956.75, with interest accruing from January 31, 2025. On August 23, 2025, a settlement agreement was signed between the Company and Zhikang Huang to fully settle all claims by paying $300,000 to Zhikang Huang by August 25, 2025 and issuance of 90,000 shares to Zhikang Huang by October 22, 2025. As of the date of this report, the Company has completed the $300,000 settlement payment to Zhikang Huang.

	For the Years Ended June 30,
	2024						2023						Change
	US $			%			US $			%			US $			%
Revenues		3,136,681			100.0	%		4,538,723			100.0	%		(1,402,042	)		(30.9	)%
Cost of revenues		3,614,947			115.2	%		3,990,654			87.9	%		(375,707	)		(9.4	)%
Gross margin		(15.2	)%		N/A			12.1	%		N/A			(27.3	)%		N/A
Selling expenses		252,278			8.0	%		232,569			5.1	%		19,709			8.5	%
General and administrative expenses		5,031,852			160.4	%		11,572,888			255.0	%		(6,541,036	)		(56.5	)%
Impairment loss of investment		-			-			128,369			2.8			(128,369	)		(100.0	)%
Impairment loss of Cryptocurrencies		72,179			2.3	%		18,279			0.4	%		53,900			294.9	%
Impairment loss of fixed assets and right of use asset		-			-			33,469			0.7	%		(33,469	)		(100.0	)%
Provision for doubtful accounts, net of recovery		87,629			2.8	%		2,827,511			62.3	%		(2,739,882	)		(96.9	)%
Stock-based compensation		-			-			329,778			7.3	%		(329,778	)		(100.0	)%
Total costs and expenses		9,058,885			288.8	%		19,133,517			421.6	%		(10,074,632	)		(52.7	)%

23Entry into a Material Definitive Agreement

~~Revenues~~On June 19, 2025, the “Company entered into a securities purchase agreement (the “SPA”) with eighteen investors, under which the Company agrees to sell to the investors an aggregate of 32,188,841 units (the “Unit”), each Unit consisting of one share of the Company’s common stock, without par value (the “Common Stock”) and three warrants, with each warrant initially exercisable to purchase one share of the Common Stock at an exercise price of $1.165 (the “Warrants”), in a private placement to certain “non-U.S. Persons” as defined in Regulation S of the Securities Act of 1933, at a price of $0.932 per Unit for an aggregate purchase price of approximately $30 million (the “Offering”).

~~Revenues~~The ~~decreased~~Warrants byare ~~$1,402,042,~~exercisable orimmediately ~~approximately~~upon ~~30.9%,~~the todate $of ~~3,136,681~~issuance ~~for~~at ~~the~~an ~~year~~initial ~~ended~~exercise ~~June~~price ~~30,~~of ~~2024 from~~ $41.165,~~538,723~~ for ~~the year ended June 30, 2023~~cash. The ~~decrease~~Warrants ~~was~~may ~~primarily~~also be ~~due~~exercised tocashlessly ~~decreased~~if ~~revenue~~at ~~from~~any ~~our~~time ~~sale~~after ofthe ~~crypto~~six-month ~~mining~~anniversary ~~equipment~~of ~~and~~ the ~~decline~~issuance indate, ~~revenues~~there ~~of our~~is ~~freight~~no ~~logistics~~effective ~~services.~~registration ~~Revenues~~statement registering, ~~from~~or ~~our~~no ~~logistics~~current ~~services~~prospectus ~~business~~available ~~decreased by $669~~for,~~477,~~ orthe ~~approximately~~resale ~~17.6%,~~of tothe ~~$3,136,681 for~~shares ~~the~~of ~~year~~Common ~~ended~~Stock ~~June~~underlying ~~30,~~the ~~2024~~Warrant. ~~from~~The ~~$3,806,158~~Warrants ~~for~~shall expire ~~the~~five ~~year~~years ~~ended~~from ~~June~~its ~~30,~~date ~~2023~~of issuance. The ~~Company~~Warrants ~~ceased~~are subject to ~~sell~~customary ~~crypto~~anti-~~mining~~dilution ~~equipment~~provisions reflecting capitalizations ~~since~~and ~~January~~subdivisions 1,or ~~2023~~other similar transactions.

The ~~following~~SPA ~~tables~~is ~~present~~subject ~~summary~~to ~~information~~various byconditions ~~segments~~to ~~for~~closing, including, among other things, (a) receipt of the ~~years~~Company’s ~~ended~~shareholders’ approval ~~June~~and ~~30,~~ratification ~~2024~~of the SPA and ~~2023:~~(b) accuracy of the parties’ representations and warranties.

	For the Year Ended June 30, 2024
	Freight Logistics Services			Sales of Crypto Mining Machines		Total
Net revenues*	$	3,136,681		$	-	$	3,136,681
Cost of revenues	$	3,614,947		$	-	$	3,614,947
Gross profit	$	(478,266	)	$	-	$	(478,266	)
Depreciation and amortization	$	131,125		$	1,070	$	132,195
Total capital expenditures	$	(589	)	$	-	$	(589	)
Gross margin		(15.2	)%		-		(15.2	)%

Registered Direct Offering

	For the Year Ended June 30, 2023
	Freight Logistics Services			Sales of Crypto Mining Machines			Total
Net revenues	$	3,806,158		$	732,565		$	4,538,723
Cost of revenues	$	3,990,654		$	-		$	3,990,654
Gross profit	$	(184,496	)	$	732,565		$	548,069
Depreciation and amortization	$	163,635		$	713		$	164,348
Total capital expenditures	$	(38,440	)	$	2,852		$	(35,588	)
Gross margin		(4.8	)%		100	%		12.1	%

On January 24, 2025, the Company entered into certain securities purchase agreement (the “Purchase Agreement”) with certain non-affiliated institutional investors (the “Purchasers”) pursuant to which the Company agreed to sell 700,000 shares of its Common Stock (“Common Stock”) in a registered direct offering (the “Offering”), for gross proceeds of approximately $1.14 million. The purchase price for each share of Common Stock is $1.63.

	% Changes For the Years Ended June 30, 2024 and 2023
	Freight Logistics Services			Sales of Crypto Mining Machines			Total
Net revenues		(17.6	)%		(100.0	)%		(30.9	)%
Cost of revenues		(9.4	)%		N/A	%		(9.4	)%
Gross profit		159.2	%		(100.0	)%		(187.3	)%
Depreciation and amortization		(19.9	)%		50.1	%		(19.6	)%
Total capital expenditures		(98.5	)%		(100.0	)%		(98.3	)%
Gross margin		(10.4	)%		(100.0	)%		(27.3	)%

The Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties, and termination provisions.

24In addition, the Company agreed that for a period of thirty (30) days from the closing date of the Offering, it will not, including but not limited to,: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of capital stock or equivalent securities; or (ii) file or caused to be filed any registration statement or amendment or supplement thereto, subject to certain limited exceptions. In addition, the Company agreed that it will not conduct any sales of Ordinary Shares or equivalent securities involving a variable rate transaction (as defined in the Purchase Agreement) for a period of thirty (30) days from the closing date of the Offering, subject to certain exceptions as described in the Purchase Agreements.

~~Disaggregated~~The ~~information~~Company ofcurrently ~~revenues~~intends byto ~~geographic~~use ~~locations~~the ~~are~~net asproceeds ~~follows:~~from the Offering for working capital and general corporate purposes. The Offering closed on January 27, 2025.

	For the Years Ended
	June 30,		June 30,
	2024		2023
PRC		2,686,303		2,529,449
U.S.		450,378		2,009,274
Total revenues	$	3,136,681	$	4,538,723

The Company also entered into certain placement agency agreement dated January 24, 2025 (the “Placement Agency Agreement”), with Maxim Group LLC, as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as the sole lead/exclusive placement agent in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate fee equal to 7% of the gross proceeds raised in the Offering. The Company also agreed to reimburse the Placement Agent up to an aggregate of $50,000 for the for non-accountable expenses and reasonable and accounted fees and expenses of legal counsel. Furthermore, the Placement Agent was granted a right of first refusal for a period of twelve (12) months from the closing date of the Offering.

~~Revenues~~24

~~Freight Logistics~~Results ~~Services~~of Operations

~~Freight logistics~~Comparison ~~services primarily consist~~ of ~~cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics services were $3,136,681 for~~ the ~~year~~Years ~~ended~~Ended June 30, ~~2024, a decrease of $669,477, or approximately 17.6%, as compared to $3,806,158~~2025 ~~for~~and the year ended June 30, 2023. The decrease in shipping revenue of approximately $826,331 from our U.S. subsidiary, Brilliant Warehouse was due to the decline of business volume, offset in part to an increase of revenue from our PRC operation of approximately $156,854 was due to increase several new customers.2024

~~Sales~~The following table sets forth the results of ~~Crypto~~our ~~Mining~~operations ~~Machines~~for the periods indicated:

On January 10, 2022, Thor Miner entered into a purchase and sale agreement with SOSNY, a wholly owned subsidiary of SOS Ltd. Pursuant to the agreement, Thor Miner agreed to sell to SOSNY certain cryptocurrency mining hardware and other equipment. The total purchase price was $200,000,000 and the purchase was expected to be completed under separate purchase orders. We recognized the sales of cryptocurrency mining equipment based on a net basis as the manufacturer of the products was responsible for shipping and custom clearing for the products. The net revenue amounted to $732,565 for the years ended June 30, 2023. We ceased to sell crypto-mining equipment since January 1, 2023.

	For the Years Ended
	June 30,						Variance
	2025			2024			Amount			%

Net revenues	$	1,813,193		$	3,136,681		($	1,323,488	)		(42.2	)%
Cost of revenues		(1,761,794	)		(3,614,947	)		(1,853,153	)		(51.3	)%
Gross profit (loss)		51,399			(478,266	)		529,665			110.7	%
Selling expenses		(245,077	)		(252,278	)		(7,201	)		(2.9	)%
General and administrative expenses		(2,518,079	)		(5,031,852	)		(2,513,773	)		(50.0	)%
Impairment loss of cryptocurrencies		-			(72,179	)		(72,179	)		(100.0	)%
Allowance for credit losses, net		-			(87,629	)		(87,629	)		(100.0	)%
Operating loss		(2,711,757	)		(5,922,204	)		(3,210,447	)		(54.2	)%
Gain from disposal of subsidiary and VIE		-			359,781			(359,781	)		(100.0	)%
Interest income		135,176			-			135,176			100.0	)%
Interest expenses		(146,370	)		-			146,370			100.0	%
Judgment debt expenses		(638,586	)		-			638,586			100.0	%
Other income, net		77,236			90,649			(13,413	)		(14.8	)%
Net loss before income tax expenses		(3,284,301	)		(5,471,774	)		(2,187,473	)		(40.0	)%
Income tax expense		(30,230	)		-			30,230			100.0	%
Net loss	($	3,314,531	)	($	5,471,774	)		(2,157,243	)		(39.4	)%

~~Cost of~~ Revenues from Freight Logistics Services

~~Cost of~~Freight ~~revenues~~logistics ~~for~~services primarily ~~our~~consist ~~freight~~of ~~logistics~~cargo ~~services~~forwarding, ~~segment~~brokerage, ~~mainly~~warehouse ~~consisted~~and ofother freight ~~costs~~services. toRevenues ~~various~~from freight ~~carriers,~~logistics ~~cost~~services ~~of labor,~~decreased ~~warehouse~~by ~~rent~~approximately ~~and~~$1.3 ~~other~~million, ~~overhead~~or ~~and~~approximately ~~sundry costs~~42.2%, ~~Cost~~to of$1.8 ~~revenues~~million for ~~our~~the ~~freight~~year ~~logistics~~ended ~~services~~June ~~segment~~30, ~~was~~2025 from $3~~,614,947~~.1 million for the ~~year~~ year ended June 30, 2024,. aThe decrease ofwas mainly caused by shipping revenue declined $~~375,707,~~0.5 ormillion ~~approximately~~from 9our U.4%S. subsidiary, asBrilliant ~~compared~~Warehouse, due to closure of operations in fiscal 2024 and $~~3,990,654~~0.9 ~~for~~million ~~the~~declined ~~year~~in ~~ended~~revenue ~~June~~from ~~30,~~our ~~2023~~PRC subsidiaries as a ~~result~~the oftariff ~~reduced~~wars ~~activity~~caused significant decline in ~~our~~business ~~truck~~volume. For ~~dispatch~~the ~~business.~~year Weended ~~determined~~June to30, ~~restrict~~2025, ~~this~~the ~~business~~Company togenerated ~~large~~all ~~customers~~of inits ~~order~~revenue ~~improve profitability~~in PRC.

~~Our gross~~Cost ~~margin~~of was (15.2%) and 12.1% for the years ended June 30, 2024 and 2023, respectively. This decrease in gross margin was mainly due to decreased revenue from our freight logistics business and ceased to sell crypto-mining equipment since January 1, 2023. Revenues

~~Operating~~Cost of revenues for our freight ~~Costs~~logistics services mainly consisted of freight costs to various freight carriers, cost of labor, warehouse rent and ~~Expenses~~other overhead and sundry costs. Cost of revenues for our freight logistics services decreased by approximately $1.9 million, or 51.3%, to approximately $1.8 million for the year ended June 30, 2025 from approximately $3.6 million. The closure of U.S. subsidiary, Brilliant Warehouse in fiscal 2024 which significant reduced cost of revenue by $1.0 million. The cost from our PRC subsidiaries declined by $0.8 million mainly contributed by decline in business volume as a result of tariff wars.

~~Operating~~Our gross margin was 2.8% ~~costs~~from ~~and~~our ~~expenses~~PRC ~~decreased~~subsidiaries byfor ~~$10~~the year ended June 30,~~074,632~~ or2025 ~~approximately~~which 52declined by 0.75% from ~~$9,058,885~~3.4% for the year ended June 30, 2024 ~~compared~~due to ~~$19,133,517~~marginal increase in freight costs. Our gross margin was (15.2%) for the year ended June 30, ~~2023.~~2024, ~~This~~which ~~decrease~~ was mainly due to ~~the~~decreased ~~decrease~~revenue ~~in general and administrative expenses, provision for~~from ~~doubtful~~our ~~accounts,~~freight ~~stock-based~~logistics ~~compensation~~business and ~~impairment~~ceased ~~loss~~to ofsell ~~investment~~crypto-mining asequipment ~~more~~since ~~fully~~January ~~discussed~~1, ~~below~~2023.

Selling Expenses

Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. ~~For~~Our ~~the year~~selling ~~ended~~expenses ~~June~~decreased ~~30,~~by ~~2024, we had~~ approximately $~~252~~7,~~278~~201, inor ~~selling expenses~~2.9%, ~~as compared~~ to $~~232,569~~0.2 million for the year ended June 30, ~~2023,~~2025 ~~which~~from ~~represents an increase of~~ $~~19,709 or approximately 8~~0.~~5%. The~~3 ~~increase~~million ~~was~~for ~~mainly~~the ~~due~~same toperiod anof ~~increase~~last inyear. ~~salaries~~The asdecrease ~~we added to employees and~~was ~~incurred~~mainly ~~increased~~attributable ~~marketing~~in ~~expenses~~the ~~for~~decrease ~~the~~in freight ~~logistics~~volume ~~segment~~which, ~~for~~in ~~our~~turn, ~~sales~~reduced ~~team~~selling activities.

25General and Administrative Expenses

~~General~~Our general and administrative expenses consist primarily of salaries and ~~Administrative~~benefits, ~~Expenses~~travel expenses for our administration department, office expenses, and regulatory filing and professional service fees for auditing, legal and IT consulting. Our general and administrative expenses decreased by approximately $2.5 million, or 50.0%, to $2.5 million for the year ended June 30, 2025 from $5.0 million for the same period of last year. Since closure of business operation in U.S., the management undertook significant cost cutting initiatives reducing all categories of general administrative expenses across the board.

Our general and administrative expenses consist primarily of salaries and benefits, travel expenses for our administration department, office expenses, and regulatory filing and professional service fees for auditing, legal and IT consulting. For the year ended June 30, 2024, we had $5,031,852 of general and administrative expenses, as compared to $11,572,888 for the year ended June 30, 2023, representing a decrease of $6,541,036 or approximately 56.5%. The decrease was mainly due to the decreased lawyer fees of $4,633,711 which mainly related to legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation, and inadequate disclosure raised in the Hindenburg Report and other related matters incurred in the last fiscal year.25

Impairment Loss of Cryptocurrencies

We recorded an impairment loss of ~~$72,179~~nil and $1872,~~279~~179 for the year ended June 30, ~~2024~~2025 and ~~2023~~2024 respectively, for the cryptocurrencies held by us as the ownership of the cryptocurrencies could not be verified.

~~Impairment Loss~~Allowance offor ~~Fixed~~credit ~~Assets~~losses, ~~and Right of Use Assets~~net

~~We recorded~~Our ~~impairment~~allowance for credit losses decreased ofby approximately $87,629, or 100%, to nil ~~and~~for the year ended June 30, 2025, from allowance for credit losses of $~~$33~~87,~~469~~629 for the same period of last year. For the year ended June 30, ~~2024~~2025, ~~and~~allowance ~~2023~~for credit losses were fully provided in fiscal 2024.

~~We recorded no impairment~~Gain ~~charges~~from ~~related~~disposal toof ~~fixed~~subsidiaries ~~assets~~ and ~~right of use assets during the years ended June 30, 2024.~~VIE

~~Impairment~~On October 24, 2023, February ~~Loss~~19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of ~~Investment~~Ningbo Saimeinuo Web Technology Ltd., Thor Miner Inc. and Blumargo It Solution Ltd., respectively. Total gain from the three disposals was $359,781. No such disposal for the year ended June 30, 2025.

~~The Company~~Interest ~~recorded $128,369 for the year ended June 30, 2023 due to the impairment of the Company’s investment in LSM Trading Ltd. No impairment loss was recorded for the year ended June 30, 2024.~~income

~~Provision~~Interest income increased by approximately $0.1 million, or 100%, to approximately $0.1 million for ~~Doubtful~~the ~~Accounts~~year ended June 30, ~~Net~~2025 from nil for the same period of last ~~Recovery~~year, which was mainly related to interest earned on term deposit placed with East West Bank.

~~Our total~~Interest ~~bad debt~~ expenses ~~amounted to approximately $87,629 for the year ended June 30, 2024, mainly due to the bad debt provision of $50,000 due the early termination of a lease agreement in Jericho, New York.~~

~~Our total~~Interest ~~bad debt~~ expenses ~~amounted~~increased to ~~approximately~~ $20.81 million ~~for the year ended June 30~~, ~~2023~~or 100%, ~~mostly due~~ to a $30.1 million ~~wire~~for ~~transfer made~~the byyear ~~our~~ended ~~former~~June ~~COO~~30, ~~Jing~~2025 ~~Shan~~from tonil ~~Goalowen Inc. on May 5, 2023 without the Board’s authorization, as payment~~ for the ~~transfer by~~same ~~Goalowen~~period ~~to the Company~~ of anlast ~~operating income right to be derived from fishing activities~~year. ~~The Company has demanded the return of the $3 million but has not been successful.~~ As of June 30, ~~2023~~2025, ~~the~~loans ~~Company~~from ~~reviewed~~third parties ~~the~~amounted ~~unauthorized~~to ~~transfer,~~$1.5 ~~evaluated~~million ~~the~~with ~~collection possibility,~~a ~~and~~weighted ~~decided~~average tointerest ~~provide~~rate ~~100~~of 12% ~~allowance~~per ~~provision~~annum ~~with~~and ~~amount~~a ofweighted ~~USD~~average 3maturity ~~million~~of one year.

~~Stock-based Compensation~~Judgment debt expenses

~~Stock-based~~We ~~compensation~~recorded ~~was~~$0.6 ~~nil~~million ~~and~~in ~~$329,778~~judgment debt expenses for the year ended June 30, ~~2024~~2025, compared to nil in judgment debt expenses for the same period of last year. Judgment debt expenses mainly related to a judgment passed in January 2025 against the Company and ~~2023~~in favor of plaintiff. In February 2024, Zhikang Huang, a former officer and wedirector ~~did~~of ~~not~~the ~~issue~~Company, ~~any~~filed ~~stock~~a ~~compensation~~lawsuit against the Company in the Circuit Court for the City of Richmond. In the complaint, Zhikang Huang claimed that the Company failed to ~~employees~~compensate him for the severance payment, his two months’ salary and ~~directors~~the incentive-based bonus. On January 31, 2025, a judgment from the Circuit Court for the City of Richmond was entered in favor of Zhikang Huang and against the ~~fiscal~~Company ~~year~~in the amount of $488,586, with interest accruing from the date of the judgment. On April 23, 2025, said Virginia judgment was filed in the Supreme Court of New York, County of Westchester and entered in New York in favor of Zhikang Huang and against the Company in the amount of $488,586 with interest accruing from January 31, 2025. Also, there was a settlement expenses with John Levy of $150,000. As previously disclosed, on January 18, 2024, John F. Levy (“Levy”), a former member of the Board of the Company, filed a claim against the Company in the Court, Levy v. Singularity Future Technology Ltd. f/k/a Sino-Global Shipping America Ltd., 24-cv-0384-NG-JMW (the “Lawsuit”). On April 1, 2025, Levy and the Company entered into a confidential settlement and mutual release agreement to fully resolve the Lawsuit (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid a sum of one hundred and fifty thousand dollars ($150,000) to Blank Rome LLP, which was counsel to Levy. On April 17, 2025, the stipulation to dismiss the Lawsuit with prejudice was filed with the Court. On April 18, 2025, this Lawsuit was terminated.

26Other income, net

~~Loss~~Other income, net, decreased by $13,413, or 14.8%, to $77,236 for the year ended June 30, 2025 from ~~disposal~~$90,649 offor ~~subsidiaries~~the ~~and~~year ~~VIE~~ended June 30, 2024, which mainly related to reduced exchange gain .

~~On October~~Income ~~24,~~tax 2023, February 19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of Ningbo Saimeinuo Web Technology Ltd., Thor Miner Inc. and Blumargo It Solution Ltd., respectively. Total gain from the three disposals was $ 359,781.expenses

~~Since these~~Our ~~entities~~income ~~did~~tax ~~not~~expenses ~~have any active operations prior~~ amounted to ~~their disposal~~$30,230 ~~the~~and ~~disposal~~nil ~~did~~for ~~not~~the ~~represent~~years aended ~~strategic~~June ~~change~~30, in2025 ~~the~~and ~~Company’s business~~2024, respectively. AsThe ~~such,~~income ~~the~~tax ~~disposal~~expenses ~~was~~mainly ~~not~~attributable ~~presented~~to asinterest aincome earned ~~discontinued~~from ~~operation~~terms deposits.

~~Lawsuit settlement~~Net ~~expenses~~Loss

~~We recorded~~As ~~$8.4~~a ~~million~~result inof ~~lawsuit settlement expenses for~~ the ~~year~~foregoing, we ~~ended~~had ~~June~~a ~~30,~~net ~~2023,~~loss ~~compared~~of to$3.3 ~~nil~~million inand ~~lawsuit~~$5.5 ~~settlement~~million ~~expenses~~ for the year ended June 30, ~~2024.~~2025 ~~The expenses were related to the lawsuits in connection with the Securities Purchase Agreement~~ and ~~the~~2024, ~~Financial Advisory Agreement described in Item 1~~respectively. ~~Business – Litigation.~~

~~Other Expenses, Net~~26

~~Other income,~~Liquidity ~~net was $90,649 for the year ended June 30, 2024, which mainly consisted of interest income of $185,626~~ and ~~exchange~~Capital loss of $ 119,992, as compared to $74,989 for the year ended June 30, 2023, which mainly consisted of interest expense for our convertible debt of approximately $250,000 and the gain on disposal of right of use assets and fixed assets of $190,897.Resources

~~Taxes~~Cash Flows and Working Capital

~~Our~~As of June 30, 2025, we had $14.5 million in cash (including cash on hand and cash in bank) and $3.1 million in restricted cash due to ~~income~~the ~~tax~~guarantee ~~expenses~~that ~~amounted~~the Company provided to ~~nil~~its business partner Solarlink Group Inc. and ~~$135~~the garnishment process initiated by Zhikang Huang,~~855~~ ~~for~~as discussed in the ~~years~~Recent ~~ended~~Developments ~~June~~section. ~~30,~~The ~~2024~~majority of our cash is in banks located in the Djibouti a country in East Africa and ~~2023,~~the ~~respectively~~restricted cash is in banks located in U.S.

~~We have incurred a cumulative U.S. federal net operating loss (“NOL”) of approximately $41,700,000 as of June 30, 2023, which may reduce future federal taxable income.~~ The ~~NOL~~following ~~generated~~table ~~for~~sets ~~the year ended June 30, 2024 amounted to approximately $5,500,000. The~~forth ~~Tax~~a ~~benefit~~summary ~~derived from this NOL was approximately $1,155,000. As~~ of ~~June 30, 2024,~~ our ~~cumulative~~cash ~~NOL~~flows ~~amounted~~for tothe ~~approximately~~periods ~~$47,200,000.~~as indicated:

Our operations in China have incurred a cumulative NOL of approximately $1,703,000 as of June 30, 2023, which was mainly from net losses. During the year ended June 30, 2024, we generated an additional NOL of approximately $359,000 due to increased third party service cots as a result of our special committee’s investigation. Our PRC subsidiaries’ cumulative NOL amounted to approximately $2,062,000 as of June 30, 2024, which may reduce future taxable income and will expire by 2026.

	For the Years Ended
	June 30,
	2025			2024
Net cash used in operating activities	$	(2,692,682	)	$	(4,408,691	)
Net cash provided by investing activities		-			75,580
Net cash provided by financing activities		2,607,261			4,456,576
Effect of changes of foreign exchange rate on cash and restricted cash		1,258			222,438
Cash and restricted cash, beginning of year		17,736,059			17,390,156
Cash and restricted cash, end of year	$	17,651,896		$	17,736,059

~~We periodically~~The ~~evaluate~~following ~~the~~table ~~likelihood~~sets offorth ~~the realization of our deferred tax assets and reduce the carrying amount of the deferred tax assets by~~ a ~~valuation~~summary ~~allowance to the extent we believe a portion will not be realized. Management considers new evidence, both positive and negative, that could affect our future realization~~ of ~~deferred tax assets including~~ our ~~recent cumulative earnings experience, expectation~~ ofworking future income, the carry forward periods available for tax reporting purposes and other relevant factors. We determined that it is more likely than not our deferred tax assets would not be realized due to uncertainty on future earnings as a result of the Company’s reorganization and venture into new businesses. We provided a 100% allowance for deferred tax assets as of June 30, 2024. The net increase in valuation for the year ended June 30, 2024 amounted to approximately $1,196,000 based on management’s reassessment of the amount of our deferred tax assets that are more likely than not to be realized.capital:

Net Loss

	As of		As of
	June 30,		June 30,
	2025		2024		Variance			%
Total Current Assets	$	18,134,340	$	18,247,523	($	113,183	)		(0.6	)%
Total Current Liabilities	$	7,274,565	$	5,343,001	$	1,931,564			36.2	%
Working Capital	$	10,859,775	$	12,904,522	($	2,044,747	)		(15.8	)%
Current Ratio		2.49		3.42		(0.92	)		(27.0	)%

~~As a~~In ~~result~~assessing of the ~~foregoing~~liquidity, we ~~had~~monitor aand ~~net~~analyze ~~loss~~our ofcash ~~$5,471,774~~on-hand ~~for~~and ~~the~~our ~~year~~operating ~~ended~~and ~~June~~capital ~~30,~~expenditure ~~2024,~~commitments. ~~compared~~Our toliquidity aneeds ~~net~~are ~~loss~~to ofmeet ~~$23,098,342~~our ~~for~~working ~~the~~capital ~~year~~requirements, ~~ended~~operating ~~June~~expenses ~~30,~~and ~~2023.~~capital ~~After~~expenditure ~~the~~obligations. ~~deduction~~As of ~~non-controlling~~June ~~interest~~30, ~~net~~2025, ~~loss~~our ~~attributable~~working tocapital us was $~~5,108,528~~10.9 ~~for the year~~million ~~ended~~and ~~June~~we ~~30,~~had ~~2024,~~cash ~~compared~~of toapproximately $~~22,996,846~~14.5 ~~for~~million. ~~the~~We ~~same~~believe ~~period~~our incurrent ~~2023.~~working ~~Comprehensive~~capital ~~loss~~is ~~attributable~~sufficient to ussupport ~~was~~our ~~$5,039,492~~operations ~~for~~and ~~the~~debt ~~year~~obligations ~~ended~~as ~~June~~they ~~30,~~become ~~2024,~~due aswithin ~~compared~~one toyear ~~$22,952,349~~from ~~for~~ the ~~year~~date ~~ended~~of ~~June~~this ~~30, 2023~~Report.

27Operating Activities

~~Liquidity~~Our ~~and~~net ~~Capital~~cash ~~Resources~~used in operating activities was approximately $2.7 million for the year ended June 30, 2025. The operating cash outflow for the year ended June 30, 2025 was primarily attributable to our net loss of approximately $2.3 million.

~~Cash~~Our ~~Flows~~net ~~and~~cash ~~Working~~used ~~Capital~~in operating activities was approximately $4.4 million for the year ended June 30, 2024. The operating cash outflow for the year ended June 30, 2024 was primarily attributable to our net loss of approximately $5.5 million.

~~As of~~Investing June 30, 2024, we had $14,641,967 in cash (including cash on hand and cash in bank) and $3,094,092 in restricted cash. Our cash position improved in the year ended June 30, 2024 due to the receipt of $9.8 million from the year-end private placement. The majority of our cash is in banks located in the Djibouti a country in East Africa and the restricted cash is in banks located in U.S.Activities

~~The following~~Net ~~table~~cash ~~sets~~provided ~~forth~~by ainvesting activities ~~summary~~was ofnil ~~our cash flows~~ for the ~~periods~~year asended ~~indicated:~~June 30, 2025.

	For the Years Ended June 30,
	2024			2023
Net cash used in operating activities	$	(4,408,691	)	$	(33,643,405	)
Net cash provided by (used in) investing activities	$	75,580		$	(2,225,708	)
Net cash provided by (used in) financing activities	$	4,456,576		$	(2,125,420	)
Effect of exchange rate fluctuations on cash	$	222,438		$	(448,593	)
Net increase (decrease) in cash	$	345,903		$	(38,443,126	)
Cash at the beginning of period	$	17,390,156		$	55,833,282
Cash at the end of period	$	17,736,059		$	17,390,156

Net cash provided by investing activities was $0.1 million for the year ended June 30, 2024 due to repayments from related parties from Zhejiang Jinbang, which is owned by Mr. Qinggang Wang.

~~The following~~Financing ~~table sets forth a summary of our working capital:~~Activities

	June 30,		June 30,
	2024		2023		Variation			%
Total Current Assets	$	18,247,523	$	18,192,716	$	54,807			0.3	%
Total Current Liabilities	$	5,343,001	$	5,031,769	$	311,232			6.2	%
Working Capital	$	12,904,522	$	13,160,947	$	(256,425	)		(1.9	)%
Current Ratio		3.42		3.62		(0.20	)		(5.5	)%

Net cash provided by financing activities for the year ended June 30, 2025 was proceeds of $2.1 million from third parties loans and proceeds of $1.1 million from issuance of 0.7 million common shares, as partially offset by repayment of $0.6 million third parties’ loans.

~~In assessing~~Net ~~the liquidity, we monitor and analyze our~~ cash ~~on-hand~~provided ~~and~~by ~~our operating and capital expenditure commitments. Our liquidity~~financing ~~needs~~activities ~~are~~for tothe ~~meet~~year ~~our~~ended ~~working capital requirements, operating expenses and capital expenditure obligations. As of~~ June 30, 2024, ~~our working capital~~ was $~~12,904,522~~4.5 ~~and~~million wedue ~~had~~to ~~cash~~proceeds ~~and~~from ~~restricted~~issuance ~~cash~~ of ~~approximately~~common ~~$17,736,059~~stock ~~(including~~of ~~$14,641,967~~9.9 inmillion ~~cash~~ and ~~$3,094,092~~the repayment inof ~~restricted~~$5 ~~cash).~~million Weof ~~believe~~convertible ~~our~~notes ~~current working capital is sufficient to support our operations~~ and ~~debt~~accrued ~~obligations~~interest ~~as they become due within one year from the date~~ of ~~this~~$0.4 ~~Report~~million.

2827

~~Operating Activities~~ Critical Accounting Estimates

~~Our~~The ~~net~~preparation ~~cash~~of ~~used~~financial instatements ~~operating~~and ~~activities~~related ~~was~~disclosures ~~approximately~~in $4conformity with U.4S. ~~million~~generally ~~for~~accepted accounting principles and the ~~year~~Company’s discussion ~~ended~~and ~~June~~analysis ~~30,~~of ~~2024.~~its ~~The~~financial condition and operating ~~cash~~results ~~outflow~~require ~~for~~the Company’s management to make judgments, assumptions and estimates that affect the ~~year~~amounts ~~ended~~reported. ~~June~~Note 302, ~~2024~~“Summary ~~was~~of ~~primarily~~Significant ~~attributable~~Accounting Policies” of the notes to ~~our~~the ~~net~~financial statements ~~loss~~included elsewhere in this Report describe the significant accounting policies and methods used in the preparation of ~~approximately~~the $5Company’s consolidated financial statements.5 ~~million~~There have been no material changes to the Company’s critical accounting estimates since the date of this Report.

~~Our net~~Off-Balance ~~cash used in operating activities was approximately $33.6 million for the year ended June 30, 2023. The operating cash outflow for~~Sheet the year ended June 30, 2023 was primarily attributable to our net loss of approximately $23.1 million which included a $8.4 million lawsuit settlement. Our cash outflow also included deferred revenue of approximately $6.9 million where we realized revenue from the sale of crypto mining equipment and a decrease in refund payable of $13.0 million as a result of the settlement payment to SOSNY, offset by cash inflow consisting of advance to a related party supplier of approximately $6.2 million which we realized as the cost for the sale of cryptocurrency equipment.Arrangements

~~Investing Activities~~None.

~~Net cash~~Item ~~provided by investing activities was $0~~7A.1 ~~million~~Quantitative ~~for~~and ~~the~~Qualitative ~~year~~Disclosures ~~ended~~about ~~June~~Market ~~30, 2024 due to repayments from related parties from Zhejiang Jinbang, which is owned by Mr~~Risk. ~~Qinggang Wang.~~

~~Net cash~~Not ~~used in investing activities was approximately $2~~applicable.2 million for the year ended June 30, 2023. This is mainly due to an amount of $3.0 million paid to Goalowen Inc. with an operating income right transfer contract. We also had cash inflows from repayment of a loan receivable of approximately $0.5 million from Qinggang Wang and Lei Cao, who are related parties, and $0.09 million from the sale of property and equipment, and repayments from related parties of approximately $0.3 million.

~~Financing Activities~~Item 8. Financial Statements and Supplementary Data.

~~Net cash~~The ~~provided~~Company’s byfinancial statements ~~financing~~and ~~activities for~~ the ~~year~~related ~~ended June 30~~notes, ~~2024~~together ~~was~~with ~~$4.5~~the ~~million~~report ~~due~~of toAudit ~~proceeds~~Alliance ~~from~~LLP, ~~issuance~~are ofset ~~common~~forth ~~stock of~~following ~~9.9 million and~~ the ~~repayment~~signature ofpages ~~$5 million~~ of ~~convertible notes and accrued interest of $0~~this Report.~~4 million.~~

~~Financing activities~~Item ~~for the year ended June 30, 2023 was mainly payment of $2~~9.1 ~~million~~Changes ~~for~~in ~~fair~~and ~~value~~Disagreements ofwith ~~shares~~Accountants toon beAccounting ~~cancelled~~and inFinancial ~~our legal settlement~~Disclosure.

~~Critical Accounting Estimates~~None.

~~The preparation~~Item ~~of financial statements and related disclosures in conformity with U~~9A.S. ~~generally~~Controls ~~accepted accounting principles~~ and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies” of the notes to the financial statements included elsewhere in this Report describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the date of this Report.Procedures

~~Off-Balance Sheet~~Disclosure ~~Arrangements~~Controls and Procedures

~~None~~As of June 30, 2025, the Company carried out an evaluation, under the supervision of and with the participation of its management, including the Company’s Chief Executive Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. 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.

29Management’s Annual Report on Internal Control over Financial Reporting

~~Item~~The Company’s management 7Ais 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. ~~Quantitative~~The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and ~~Qualitative~~the ~~Disclosures~~preparation ~~about~~of ~~Market~~financial ~~Risk~~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:

~~Not applicable.~~● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

~~Item 8~~● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. ~~Financial~~GAAP, ~~Statements~~and that the Company’s receipts and ~~Supplementary~~expenditures ~~Data.~~are being made only in accordance with the authorization of its management and directors; and

~~The Company’s~~● ~~financial~~provide ~~statements~~reasonable ~~and~~assurance ~~the~~regarding ~~related~~prevention ~~notes,~~or ~~together~~timely ~~with~~detection ~~the~~of ~~report~~unauthorized acquisition, use or disposition of ~~Audit~~the ~~Alliance~~Company’s ~~LLP,~~assets ~~are~~that ~~set~~could ~~forth~~have ~~following~~a ~~the signature~~material ~~pages~~effect ofon ~~this~~the ~~Report~~financial statements.

~~Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.~~28

~~None~~Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). The following material weaknesses identified for the year ended and as of June 30, 2024 were individually rectified as of September 5, 2025.

Item 9A. Controls and Procedures

	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.

~~Disclosure~~As of June 30, 2025, the Company carried out an evaluation, under the ~~Controls~~supervision of and ~~Procedures~~with the participation of its management, including the Company’s Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing evaluation, the Chief Executive Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms.

~~As of~~Changes June 30, 2024, the Company carried out an evaluation, under the supervision of and with the participation of its management, including the Company’s Chief Operating Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing evaluation, the Chief Operating Officer concluded that the Company’s disclosure controls and procedures (as defined in ~~Rules~~Internal ~~13a-15(e)~~Control and 15d-15(e) under the Exchange Act) were not 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 ineffective internal controls over ~~financial~~Financial ~~reporting as more fully described below.~~Reporting

On April 24, 2025, we engaged Marcum Asia CPAs LLP to provide internal control over financial reporting best practices consulting services to the Company and the Company made changes in its internal control over financial reporting as discussed in the Management’s Annual Report on Internal Control over Financial Reporting .

~~The Company’s~~Item ~~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~~9B. ~~The~~Other 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 principlesInformation. ~~The Company’s internal control over financial reporting includes those policies and procedures that:~~

●During ~~pertain to~~ the ~~maintenance~~quarter ofended ~~records~~June 30, ~~that~~2025, inno ~~reasonable~~director ~~detail,~~or ~~accurately~~Section ~~and~~16 ~~fairly~~officer ~~reflect~~adopted ~~the~~or ~~transactions~~terminated ~~and~~any ~~dispositions~~Rule of10b5-1 ~~the~~trading ~~Company’s~~arrangements ~~assets;~~or non-Rule 10b5-1 trading arrangements.

●Item ~~provide~~9C. ~~reasonable~~Disclosure ~~assurance~~Regarding ~~that~~Foreign ~~transactions~~Jurisdictions ~~are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and~~ that ~~the~~Prevent ~~Company’s receipts and expenditures are being made only in accordance with the authorization of its management and directors; and~~Inspections.

● 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 statementsNone.

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). Based on the Company’s assessment, management has concluded that its internal control over financial reporting was not effective due to the following material weaknesses for the year ended and as of June 30, 2024:29

●PART 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;III

●Item ~~Lack of a full time U~~10.S. ~~GAAP~~Directors, ~~personnel~~Executive inOfficers ~~the~~and ~~accounting~~Corporate ~~department to monitor the recording of the transactions which led to error in revenue recognition in previously issued financial statements;~~Governance.

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

Name	Age	Positions Held
Jia Yang	31	Chief Executive Officer, Chairlady of the Board
Chee Jiong Ng	54	Chief Financial Officer
Jinhao Pang	26	Director, Manager of the Technology Department
Xu Zhao	39	Director
Zhongliang Xie	54	Director
Yangyang Xu	40	Director

●Jia ~~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;~~Yang

●Ms. Jia ~~Lack~~Yang has been our Chief Executive Officer and Chairwomen of ~~proper~~the ~~procedures~~Board insince ~~identifying~~November 2024. Before that, she has served as a Vice President of the Company and ~~recording~~a ~~related~~Director ~~party~~of ~~transactions~~the ~~which~~Board ~~led~~since August 2024. Ms. Yang was the Chief Operating Officer at Beijing Angda Yingchuang Innovative Materials Technology Co., Ltd. since January 2023. Prior to ~~restatement~~that, ofshe ~~previously~~was ~~issued~~an ~~financial~~Executive ~~statements~~Officer ~~(See~~at ~~Note~~Zhongjian 1Tianxia ofBeijing Investment Management Co., Ltd. from October 2021 to December 2022. From November 2019 to November 2021, Ms. Yang was the ~~accompanying~~Executive ~~consolidated~~Assistant ~~financial~~to hotel ~~statement~~manager/marketing ~~footnotes);~~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 ~~Lack~~Jiong ~~of proper procedures to maintain supporting documents for accounting record; and~~Ng

●Mr. ~~Lack~~Chee Jiong Ng has been our Chief Financial Officer since February 2023. Mr. Ng worked as the CFO of ~~proper~~Meta ~~oversight~~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 ~~Company~~CFO of Dunxin Financial Holdings Limited, now known as Eason Technology Limited (NYSE: DXF). Mr. Ng received a Bachelor’s ~~cash~~Degree ~~disbursement~~in ~~process~~economics ~~that~~from ~~led~~the toUniversity ~~misuse~~ of Sydney, Australia in 1993, and a Master’s Degree in commerce from the ~~Company~~University ~~funds~~of byNew ~~its~~South ~~former~~Wales, ~~executive~~Australia in 1995. Mr. Ng is also a Certified Public Accountant of Australian Society of Certified Public Accountants since 1999.

30Jinhao Pang

AMr. Jinhao Pang has been our ~~material~~Director ~~weakness~~and isManager of the Technology Department since November 2024. He worked as a ~~deficiency~~software engineer with Yisa Technology Co., orLtd. in aQingdao, ~~combination~~China offrom ~~deficiencies~~June 2021 to August 2022, ~~within~~where he led the ~~meaning~~design and development of ~~PCAOB~~a ~~Auditing~~module ~~Standard~~for ASa ~~2201~~training system, inwhich ~~internal~~allowed ~~control~~companies ~~over~~to ~~financial~~update ~~reporting,~~training ~~such~~content ~~that~~dynamically ~~there~~and isenables ausers ~~reasonable~~to ~~possibility~~engage ~~that~~with athe latest material ~~misstatement~~through ofinteractive ~~the~~learning ~~Company’s annual~~and orproblem-solving. ~~interim~~Mr. ~~financial~~Pang ~~statements~~received ~~will~~a ~~not~~M.S. bein ~~prevented~~Computer orScience ~~detected~~from onNew York University in May 2024, and a ~~timely~~B.S. ~~basis~~in Information and Computing Science from Xi’an Jiaotong-Liverpool University in July 2022.

~~In order~~Xu ~~to remediate the material weaknesses stated above, we intend to implement the following measures, policies and procedures:~~Zhao

●Mr. ~~Hiring~~Xu ~~additional~~Zhao ~~accounting~~has ~~staff~~been toa ~~report~~Director since September 2023. Mr. Zhao has worked as the ~~internal~~President ~~financial~~of ~~timely;~~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.

~~● Reporting other material and non-routine transactions to the Board and obtain proper approval;~~30

●Zhongliang ~~Recruiting additional qualified professionals with appropriate levels of U.S. GAAP knowledge and experience to assist in resolving accounting issues in non-routine or complex transactions;~~Xie

●Mr. ~~Developing~~Zhongliang ~~and~~Xie ~~conducting~~has Ubeen a Director since July 2023.S. ~~GAAP~~He ~~knowledge,~~has ~~SEC~~served ~~reporting~~as ~~and~~the ~~internal~~General ~~control~~Manager ~~training~~of toZhongxing ~~senior~~Cai ~~executives,~~Guanghua ~~management~~Certified ~~personnel~~Public Accountants, ~~accounting~~Shaanxi ~~departments~~Branch since ~~and~~January 2019. He has also served as the ITVice ~~staff,~~President soof ~~that~~Shanxi ~~management~~NEEQ Federation since January 2017, and ~~key~~an ~~personnel~~Internal ~~understand~~Committee ~~the~~member of ~~requirements~~Shanxi ~~and~~Provincial ~~elements~~Equity Exchange Center since August 2021. From April 2008 to December 2018, he worked as the General Manager of ~~internal~~Beijing Xinghua ~~control~~Certified ~~over~~Public ~~financial~~Accountants, ~~reporting~~Xi’an ~~mandated~~Branch. byFrom May 2005 to April 2008, he was the UController of Zhongyi Far East Import & Export Co.S, Ltd. ~~securities~~Mr. ~~laws;~~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 Setting up budgets and developing expectations based on understanding of the business operations, compare the actual results with the expectations periodically and document the reasons for the fluctuations with further analysis. This should be done by CFO and reviewed by CEO upon their communications with the Board; ● Strengthening our corporate governance;Xu

●Ms. ~~Setting~~Yangyang upXu ~~policies~~has ~~and~~served as ~~procedures~~an ~~for~~Director of the Company’s ~~related~~since ~~party~~October ~~identification~~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 ~~properly~~that, ~~identify~~from February 2011 to April 2018, ~~record~~she served as the General Manager of Communications at Bus Online Technology Co., Ltd., a company primarily involved in the manufacture and ~~disclose~~distribution ~~related~~of ~~party~~electronic ~~transactions;~~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 ~~Setting~~in upCertain ~~proper~~Legal ~~procedures for the Company’s fund disbursement process to ensure that cash is disbursed only upon proper authorization, for valid business purposes, and that all disbursements are properly recorded.~~Proceedings

~~Changes~~To the best of our knowledge, none of our current directors or executive officer has been convicted in ~~Internal~~a ~~Control~~criminal ~~over~~proceeding, ~~Financial~~excluding ~~Reporting~~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.

~~There has~~Board ~~been~~Diversity no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Matrix

~~Item~~Pursuant to the Nasdaq’s ~~9B.~~Board ~~Other~~Diversity ~~Information~~Rules, below is the Company’s board diversity matrix outlining diversity statistics regarding our Board.

During the quarter ended June 30, 2024, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

Board Diversity Matrix as of October 13, 2025
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

~~Item 9C.~~Delinquent ~~Disclosure~~Section ~~Regarding~~16(a) ~~Foreign Jurisdictions that Prevent Inspections.~~Reports

~~None~~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, 2025, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements.

31Code of Ethics

~~PART~~We have adopted a code of ~~III~~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.

~~Item 10.~~Policy ~~Directors,~~Prohibiting ~~Executive~~Insider ~~Officers~~Trading and ~~Corporate Governance.~~Related Procedures

Name	Age	Positions Held
Ziyuan Liu	35	Chief Executive Officer, Chairman of the Board
Ying Cao	47	Chief Financial Officer
Xu Zhao	38	Director
Jia Yang	30	Director, Vice President
Zhongliang Xie	53	Director
Yangyang Xu	39	Director

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.

~~Ziyuan Liu~~31

~~Mr. Ziyuan~~Committees ~~Liu has been our Chief Executive Officer since April 2023 and a director and chairman~~ of the Board ~~since May 2023. Before joining the Company, Mr. Liu served as the manager~~ of the North American market development department in Fulongma Group Co., Ltd., a comprehensive environmental sanitation solutions provider in China, from July 2022 to April 2023. Prior to that, he worked for Ningbo Shunxiang Group Co., Ltd., a polyester film manufacturer in China, as the chief operating officer from July 2019 to July 2022. From July 2018 to June 2019, he served as the project manager for Shouhang New Energy, a solar photovoltaics and energy storage solutions supplier in China. Prior to that, he worked for Hongkun Group, a real estate developer based in China, as the general manger for the Shenzhen area from July 2015 to June 2018. Mr. Liu graduated from Wuhan Institute of Technology with a major in project management.Directors

~~Ying~~Our Board has three standing ~~Cao~~committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The composition and function of each committee are described below.

~~Mr. Ying~~Audit Cao has been our Chief Financial Officer since August 2023. He has served as the department manager and quality control manager at Shaanxi Huaqiang Certified Public Accountants Co., Ltd. since 2015. Prior to that, he served as a project manager in Sigma Accounting Firm from 2007 to 2014. Mr. Cao obtained his bachelor’s degree in accounting from Xi’an University of Finance and Economics. Mr. Ying Cao is a Certified Public Accountant in China.Committee

XuThe 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:

~~Mr. Xu~~● ~~Zhao~~prepare ~~has~~and ~~been~~publish aan ~~director~~annual ~~since~~Committee ~~September~~report ~~2023.~~as ~~Mr.~~required ~~Zhao~~by ~~has~~the ~~worked~~SEC asto be included in the ~~president~~Company’s ofannual ~~Shijiazhuang~~proxy ~~Juminhui~~statement; ~~Technology~~● ~~Co.,~~discuss ~~Ltd., a~~with ~~Chinese~~management ~~trading~~and ~~company~~the ~~since~~independent ~~March~~auditor ~~2023.~~the Heannual ~~was~~audited financial statements and quarterly financial statements, including the ~~regional~~Company’s ~~manager~~disclosures ~~for~~under ~~Hebei~~“Management’s ~~Province~~Discussion and Analysis of ~~Jiangsu~~Financial ~~Hengrui~~Condition ~~Pharmaceuticals~~and ~~Co.~~Results of Operations” and other matters required to be reviewed under applicable legal, ~~Ltd.~~regulatory, a ~~Chinese~~professional ~~pharmaceutical~~or ~~company~~NASDAQ ~~from~~requirements; ~~September~~● ~~2009~~discuss towith ~~July~~management ~~2022.~~and ~~Mr.~~the ~~Zhao~~independent ~~received~~auditor, ~~his~~as ~~bachelor’s~~appropriate, ~~degree~~any inaudit ~~marketing~~problems ~~from~~or ~~Nankai University~~difficulties ~~Binhai~~and ~~College~~management’s ~~in 2009.~~response;

~~Jia Yang~~● 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.

Ms. Jia Yang has served as a vice president of the Company and a director of the Board since August 2024. Ms. Yang was the chief operating office 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.32

32Compensation Committee

~~Zhongliang~~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:

~~Mr. Zhongliang~~● ~~Xie~~review ~~has~~and ~~been~~determine ~~a director since July 2023. He has served as~~ the ~~General~~compensation ~~Manager~~arrangements offor ~~Zhongxing~~management; ~~Cai~~● ~~Guanghua~~establish ~~Certified~~and ~~Public~~review ~~Accountants, Shaanxi~~general ~~Branch~~compensation ~~since~~policies ~~January~~with ~~2019. He has also served as~~ the ~~vice~~objective ~~president~~to ofattract ~~Shanxi~~and ~~NEEQ~~retain ~~Federation~~superior ~~since January 2017~~talent, ~~and~~to anreward ~~Internal Committee~~individual ~~member~~performance ofand ~~Shanxi~~to ~~Provincial~~achieve ~~Equity~~our ~~Exchange~~financial ~~Center~~goals; ~~since~~● ~~August~~review ~~2021.~~and ~~From~~determine ~~April~~our ~~2008~~stock toincentive ~~December~~and ~~2018,~~purchase heplans; ~~worked~~● asoversee the ~~General Manager~~evaluation of ~~Beijing~~the ~~Xinghua~~board ~~Certified~~of ~~Public~~directors ~~Accountants,~~and ~~Xi’an~~management; ~~Branch.~~and ~~From~~● ~~May~~review ~~2005 to April 2008, he was~~ the ~~Controller~~independence of ~~Zhongyi Far~~any ~~East~~compensation ~~Import & Export Co~~advisers.~~, 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~~Nominating and Corporate Governance Committee

~~Ms.~~The Nominating and Corporate ~~Yangyang~~Governance XuCommittee ~~has~~is ~~served~~composed asof anthree independent ~~director~~directors ofincluding ~~the~~Zhongliang ~~Company~~Xie, ~~since~~Yangyang ~~October~~Xu ~~2023.~~and MsXu Zhao. Xu ~~was~~Zhao serves as athe chair ~~senior~~of ~~customer~~the ~~manager~~Nominating atand ~~Beijing Sensetime~~Corporate ~~Technology~~Governance ~~Development Co~~Committee., ~~Ltd.,~~Our aNominating ~~leading~~and AICorporate ~~software~~Governance ~~company~~Committee ~~focused~~has onadopted ~~innovating for~~ a ~~better~~written ~~AI-empowered future~~charter, ~~from~~ ~~May~~and ~~2018.~~a ~~Prior~~copy toof ~~that,~~this ~~from~~charter ~~February~~is ~~2011~~posted toon ~~April~~our ~~2018~~website, ~~she served as the general manager of communications~~ at ~~Bus Online Technology Co~~www.~~, Ltd~~singularity.,us. aThe ~~company~~functions ~~primarily involved in the manufacture and distribution~~ of ~~electronic~~our ~~components.~~Governance ~~Before that~~Committee, ~~Ms.~~among ~~Xu held managerial~~other ~~positions with Beijing Sumavision Technology Co.~~things, ~~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.~~include:

~~Involvement in~~● ~~Certain~~identifying ~~Legal~~individuals ~~Proceedings~~ 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.

~~To the~~Compensation ~~best~~Committee ofInterlocks ~~our~~and ~~knowledge, none of our current directors or executive officer has been convicted in a criminal proceeding, excluding~~Insider 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.Participation

~~Board~~None of the members of our ~~Diversity~~Compensation ~~Matrix~~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.

~~Pursuant to the Nasdaq’s Board Diversity Rules, below is the Company’s board diversity matrix outlining diversity statistics regarding our Board.~~33

Board Diversity Matrix as of October 15, 2024

Total Number of Directors

Female

Male

Non-Binary

Did Not Disclose Gender

Part I: Gender Identity

Directors

Part II: Demographic Background

Asian

Item 11. Executive Compensation.

~~Delinquent~~The following table shows ~~Section~~the ~~16(a)~~annual ~~Reports~~compensation paid by us to our executives for the years ended June 30, 2024 and 2025.

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, 2024, all of our executive officers, directors and greater-than-ten percent stockholders complied with all Section 16(a) filing requirements, except that, due to administrative errors, the following forms were filed late:

	Fiscal					Securities- based		All other
Name	Year	Salary		Bonus		Compensation		Compensation		Total
Jia Yang	2025	$	59,613		-		-		-	$	59,613
Chief Executive Officer ⁽¹⁾	2024		-		-		-		-		-

Chee Jiong Ng	2025	$	30,000		-		-		-	$	30,000
Chief Financial Officer ⁽²⁾	2024		-		-		-		-		-

Jianhao Pang	2025	$	5,000		-		-		-	$	5,000
Director, Manager of the Technology Department⁽³⁾	2024		-		-		-		-		-

Zhikang Huang,	2025		-		-		-		-		-
Former Vice President and Director⁽⁴⁾	2024	$	50,000		-		-		-	$	50,000

Ziyuan Liu	2025		-		-		-		-		-
Former Chief Executive Officer⁽⁵⁾	2024	$	180,000		-		-		-	$	180,000

Dianjiang Wang	2025		-		-		-		-		-
Former Chief Financial Officer⁽⁶⁾	2024	$	7,391		-		-		-	$	7,391

Ying Cao	2025		-		-		-		-		-
Former Chief Financial Officer⁽⁷⁾	2024	$	46,957		-		-		-	$	46,957

~~Code~~ (1) According to the Employment Agreement dated August 6, 2024, Ms. Yang’s compensation consists of ~~Ethics~~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.

~~We have~~(2) ~~adopted~~According ato ~~code~~the ofEmployment ~~business~~Agreement ~~conduct~~dated ~~and~~February ~~ethics that applies to all of our employees~~21, ~~officers and directors~~2025, ~~including those officers responsible for financial reporting~~Mr. ~~The~~Ng’s ~~code~~compensation consists of ~~business~~an ~~conduct~~annual ~~and~~base ~~ethics~~salary isof ~~available~~$84,000 atin ~~our~~cash ~~website~~and ata ~~www.singularity.us. We~~discretionary ~~expect~~annual ~~that any amendments to the code~~bonus, oreffective ~~any~~February ~~waivers of its requirement~~21, ~~will be disclosed on our website~~2025.

~~Committees of~~(3) According to the ~~Board~~Employment Agreement dated November 18, 2024, Mr. Pang’s compensation consists of ~~Directors~~an annual base salary of $60,000 in cash and a discretionary annual bonus, commencing from June 1, 2025.

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.

(4)	On November 1, 2021, Mr. Huang resigned from his position as a member of the Board of the Company.

(5)	According to the Employment Agreement dated April 18, 2023, Mr. Liu’s compensation consists of an annual base salary of $240,000 in cash and a discretionary annual bonus, effective April 18, 2023. Mr Liu resigned on November 16, 2024.

33(6) According to the Employment Agreement dated May 1, 2023, Mr. Wang’s compensation consists of an annual base salary of $60,000, and a discretionary annual bonus, effective May 1, 2023. Mr. Wang resigned as Chief Financial Officer on August 15, 2023.

~~Audit Committee~~ (7) According to the Employment Agreement dated August 21, 2023, Mr. Cao’s compensation consists of an annual base salary of $60,000, and a discretionary annual bonus, effective August 21, 2023. Mr. Cao resigned on February 20, 2025.

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:34

●Outstanding ~~prepare~~Equity ~~and~~Awards 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~~Named ~~Condition~~Executive Officers ~~and~~at ~~Results~~Fiscal 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;Year-End

● 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 firmNone. 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.

34Director Compensation

~~Compensation~~The table below sets forth ~~Committee~~ the compensation received by our directors for the year ended June 30, 2025.

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:

	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) ~~review~~This ~~and~~table ~~determine~~does ~~the~~not ~~compensation~~include ~~arrangements~~Ms ~~for~~Jia ~~management; ● establish and review general compensation policies with the objective to attract and retain superior talent~~Yang, ~~to reward individual performance and to achieve~~ our ~~financial~~Chief ~~goals;~~Executive ●Officer ~~review~~ and ~~determine~~director ~~our~~whose ~~stock~~compensation ~~incentive~~is ~~and~~fully ~~purchase~~reflected ~~plans;~~in ~~● oversee~~ the ~~evaluation~~Summary ofCompensation ~~the board of directors and management; and ● review the independence of any compensation advisers~~Table.

~~Nominating~~ Item 12. Security Ownership of Certain Beneficial Owners and ~~Corporate~~Management ~~Governance~~and ~~Committee~~ Related Stockholder Matters.

~~The Nominating~~Security ~~and~~Ownership ~~Corporate Governance Committee is composed~~ of ~~three~~Certain ~~independent~~Beneficial ~~directors including Zhongliang Xie, Yangyang Xu and Xu~~Owners ~~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:Management

●The ~~identifying~~following ~~individuals~~table ~~qualified~~sets toforth ~~become~~certain ~~board~~information ~~members~~regarding ~~and~~our ~~recommending~~shares of ~~directors;~~common ●stock ~~nominating~~beneficially ~~board~~owned ~~members~~as of October 13, 2025, for ~~committee~~(i) ~~membership;~~each ●named ~~developing~~executive officer and ~~recommending~~director, and (ii) all executive officers and directors as a group. As of October 13, 2025, there was no stockholder known to be the beneficial owner of 5% or more of our ~~board~~outstanding shares ~~corporate~~of ~~governance~~common ~~guidelines;~~stock. ●A ~~reviewing~~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 ~~determining~~investment power relating to the ~~compensation~~shares shown ~~arrangements~~in the table for our directors; and ●executive ~~overseeing~~officers is exercised solely by the ~~evaluation~~beneficial owner or shared by the owner and the owner’s spouse or children. In the table below, percentage ownership is based on 4,203,492 shares of our ~~Board~~common stock issued and outstanding ~~its~~as ~~committees~~of ~~and~~October ~~management~~13, 2025.

Compensation Committee Interlocks and Insider Participation

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)		-		-	%

~~None of~~(1) ~~the~~The ~~members~~individual’s ofaddress ~~our~~is ~~Compensation~~c/o ~~Committee,~~Singularity atFuture ~~any time has at any time~~Technology, ~~been one of our officers or employees~~Ltd., ~~or,~~98 ~~during~~Cutter ~~the~~Mill ~~last two fiscal years~~Road, aSuite ~~participant in a related-party transaction that is required to be disclosed. None of our executive officers currently serves~~311, orGreat ~~in the past year has served~~Neck, asNew aYork ~~member of our Board or Compensation Committee of any entity that has one or more executive officers on our Board or Compensation Committee~~11021.

~~Item 11. Executive Compensation.~~35

~~The following~~Securities ~~table~~Authorized ~~shows~~for ~~the~~Issuance ~~annual compensation paid by us~~ to ~~Mr.~~Our ~~Lei Cao~~Officers, ~~our former Chief Executive~~ ~~Officer and Chairman~~Directors, ~~Ms.~~Employees ~~Yang Jie, our former Chief Executive Officer~~ and ~~director,~~Consultants ~~Ms.~~under ~~Tuo~~Equity ~~Pan,~~Compensation our former Chief Financial Officer, Mr. Zhikang Huang, our former Vice President, Mr. Jing Shan, our former Chief Operating Officer, Ziyuan Liu, our Chief Executive Officer and Chairman, Dianjiang Wang, our former Chief Financial Officer, and Ying Cao, our Chief Financial Officer for the years ended June 30, 2023 and 2024.Plans

35The below table reflects, as of October 13, 2025, the number of shares of common stock authorized by our stockholders to be issued (directly or by way of issuance of securities exercisable for or convertible into) as incentive compensation to our officers, directors, employees and consultants.

Name	Year		Salary			Bonus				Securities- based Compensation		All other Compensation		Total
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)
Lei Cao,	2024			-			-				-		-		-
Equity compensation plans under the 2008 Incentive Plan approved by security holders		2,000		$	10.05			47,781	(1)
Former Chief Executive Officer (1)(6)	2023		$	261,364			-				-		-	$	261,364
Equity compensation plans under the 2014 Incentive Plan approved by security holders		-			-			110,000	(1)
Tuo Pan,	2024			-			-				-		-		-
Equity compensation plans under the 2021 Incentive Plan approved by security holders		-			-			9,800,000	(1)
Former Chief Financial Officer (2)(7)	2023		$	66,667			-				-		-	$	66,667
Equity compensation plans not approved by security holders		-			-			-
Zhikang Huang,	2024		$	50,000			-				-		-	$	50,000
Former Vice President and Director(3)(8)	2023		$	150,000		$	666				-		-	$	150,666
Jing Shan,	2024			-			-				-		-		-
Former Chief Operating Officer(4)	2023		$	223,185		$	92,332				-		-	$	315,517
Yang Jie,(5)	2024			-			-				-		-		-
Former Chief Executive Officer and director(9)	2023		$	52,536			-				-		-	$	52,536
Ziyuan Liu	2024		$	180,000			-				-		-	$	180,000
Chief Executive Officer(10)	2023		$	49,000			-				-		-	$	49,000
Dianjiang Wang	2024		$	7,391			-				-		-		7,391
Former Chief Financial Officer(11)	2023		$	10,000			-				-		-	$	10,000
Ying Cao	2024		$	46,957			-				-		-	$	46,957
Chief Financial Officer(12)	2023			-			-				-		-		-

(1) ~~According~~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 ~~Employment~~above ~~Agreement~~table ~~dated~~are ~~January~~taken 1from the 2008 Incentive Plan. Pursuant to our 2014 Incentive Plan, ~~2019~~we are authorized to issue, Mrin the aggregate, 2,000,000 shares of common stock or other securities convertible or exercisable for common stock. ~~Cao’s~~We ~~annual~~granted ~~salary~~options ~~was~~to ~~$260~~purchase an aggregate of 30,000 shares of common stock under the 2014 Incentive Plan in July 2016, ~~effective~~among ~~January~~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. On September 2021, the board granted 1,020,000 ~~2019~~shares of common stock to our officers and directors under the 2014 Incentive Plan. ~~According~~Accordingly, we may issue options to purchase 47,781 shares under the ~~Employment~~2008 ~~Agreement~~Incentive ~~dated~~Plan, ~~November~~and 1we may issue 110,000 ~~2021~~and 9,800,000 Mrshares 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’s ~~annual~~under ~~salary~~the ~~was~~2014 ~~$500~~Incentive Plan, and the 300,000 and 100,000 ~~effective~~shares ~~November~~issued 1to Yang Jie and Jing Shan, respectively, under the 2021 Incentive Plan, have been canceled.

(2) According to the Employment Agreement dated January 1, 2019, Ms. Pan’s annual salary was $100,000, effective January 1, 2019. According to the Employment Agreement dated November 1, 2021, Ms. Pan’s annual salary was $400,000, effective November 1, 2021.36

(4)

According to the Employment Agreement dated August 5, 2021, Ms. Shan’s annual salary was $120,000, effective August 5, 2021. According to the Employment Agreement dated February 8, 2022, Ms. Shan’s annual salary was $200,000, effective February 8, 2022 and was raised to $250,000 since August 15, 2022. Pursuant to the cancellation agreement entered into on December 28, 2022, Ms. Shan agreed to return to the Company for cancellation 100,000 shares of common stock of the Company granted to her for her services as an officer of the Company. The shares are being cancelled.

(5)

Pursuant to the cancellation agreement entered into on December 19, 2022, Mr. Jie agreed to return to the Company for cancellation 300,000 shares of common stock of the Company granted to him for his services as an officer of the Company. The shares have been cancelled.

Related Transactions

~~(6)~~Set Onforth ~~November~~below 1,are ~~2021,~~our ~~Mr.~~transactions ~~Cao,~~with ~~retired~~related persons ~~from~~for ~~his position as~~ the ~~Company’s~~years ~~Chief~~ended ~~Executive~~June ~~Officer. Mr. Cao resigned from the Board on January 9~~30, ~~2023.~~2024 ~~Pursuant to the separation agreement entered into on January 9, 2023, Mr. Cao agreed to forfeit~~ and ~~return to the Company for cancellation 600,000 shares of common stock of the Company granted to him on August 13, 2021 under the terms of the 2014 Equity Incentive Plan of the Company~~2025. ~~The shares are being cancelled.~~

(7)	On August 31, 2022, Ms. Pan was terminated for cause as an employee and Chief Financial Officer of the Company and from any other position at any subsidiary of the Company to which she has been appointed. Ms. Pan was terminated for cause in accordance with the terms of her Employment Agreement dated November 9, 2021 and did not receive any salary or benefits from the Company except those earned through August 31, 2022.
(8)	On November 1, 2021, Mr. Huang resigned from his position as a member of the Board of the Company.
(9)	On August 9, 2022, Mr. Jie resigned as Chief Executive Officer and director, following the Board’s decision on August 8, 2022, which adopted the Special Committee’s recommendation that Mr. Jie be suspended immediately.
(10)	According to the Employment Agreement dated April 18, 2023, Mr. Liu’s compensation consists of an annual base salary of $240,000 in cash and a discretionary annual bonus, effective April 18, 2023.
(11)	According to the Employment Agreement dated May 1, 2023, Mr. Wang’s compensation consists of an annual base salary of $60,00, and a discretionary annual bonus, effective May 1, 2023. Mr. Wang resigned as Chief Financial Officer on August 21, 2023.
(12)	According to the Employment Agreement dated August 21, 2023, Mr. Cao’s compensation consists of an annual base salary of $60,00, and a discretionary annual bonus, effective August 21, 2023.

Due from Related Party

36As of June 30, 2025 and 2024, the outstanding amounts due from related parties consist of the following:

Outstanding Equity Awards of Named Executive Officers at Fiscal Year-End

	June 30,			June 30,
	2025			2024
Zhejiang Jinbang Fuel Energy Co., Ltd (1)	$	388,496		$	382,949
Shanghai Baoyin Industrial Co., Ltd (2)		1,084,793			1,066,003
LSM Trading Ltd (3)		-			570,000
Rich Trading Co. Ltd (4)		-			103,424
Less: allowance for credit losses		(1,473,289	)		(2,122,376	)
Total		-			-

~~None.~~Movements of allowance for credit losses were as follows:

Director Compensation

	June 30,			June 30,
	2025			2024
Beginning balance	$	2,122,376		$	2,126,385
Less: Write-off		(675,063	)		-
Exchange rate effect		25,976			(4,009	)
Ending balance	$	1,473,289		$	2,122,376

~~The table~~(1) ~~below~~As ~~sets~~of ~~forth~~June 30, 2025 and 2024, the ~~compensation~~Company ~~received~~advanced $388,496 and $382,949 to Zhejiang Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30% owned by ~~our~~Mr. ~~directors~~Wang inQinggang, CEO and legal representative of Trans Pacific Shanghai. The advance is non-interest bearing and due on demand. The Company provided credit losses of $388,496 and $382,949 for the ~~year~~balance ~~ended~~of the receivable as of June 30, 2025 and 2024. The amount of the allowance changed as a result of changes in exchange rates.

Name(1)	Fees earned or paid in cash ($)		Stock awards ($)		Option awards ($)		All other compensation ($)		Total ($)
Zhongliang Xie		45,968		-		-		-		45,968
Xu Zhao		38,333		-		-		-		38,333
Yangyang Xu		36,944		-		-		-		36,944
Jia Yang		-		-		-		-		-
Heng Wang (2)		11,250		-		-		-		11,250
Tieliang Liu(3)		403		-		-		-		403
Ling Jiang(4)		12,222		-		-		-		12,222
Haotian Song (5)		52,667		-		-		-		52,667

(2)

As of June 30, 2025, and 2024, the Company advanced $1,084,793 and $1,066,003 to Shanghai Baoyin Industrial Co., Ltd. which is 30% owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd. The advance is non-interest bearing and due on demand. The Company provided full credit losses for the balance of the receivable.

(1)	This table does not include Mr. Ziyuan Liu, our Chief Executive Officer and director whose compensation is fully reflected in the Summary Compensation Table.
(2)	On September 21, 2023, Mr. Heng Wang resigned as a director.
(3)	On July 3, 2023, Mr. Tieliang Liu resigned as a director.
(4)	On September 28, 2023, Ms. Ling Jiang resigned as a director.
(5)	On July 31, 2024, Mr. Haitian Song resigned as a director.

(3)

As of June 30, 2025 and 2024, the Company advanced nil and $570,000 to LSM Trading Ltd, which is 40% owned by the Company. The advance is non-interest bearing and due on demand. The Company evaluated the collection possibility and decided to provide full credit losses for the balance of the receivable. The advance was fully written off in fiscal 2025.

~~Employment Agreements~~(4) On November 16, 2021, the Company entered into a project cooperation agreement with Rich Trading Co. Ltd USA (“Rich Trading”) for the trading of computer equipment. Rich Trading’s bank account was controlled by now-terminated members of the Company’s management and was, at the time, an undisclosed related party. According to the agreement, the Company was to invest $4.5 million in the trading business operated by Rich Trading and the Company would be entitled to 90% of profits generated by the trading business. The Company advanced $3,303,424 for this project, of which $3,200,000 has been returned to the Company. The Company filed a complaint to recover the remainder of the funds advanced. The Company provided an allowance of $103,424 for the balance of the receivable as of June 30, 2024. The advance was fully written off in fiscal 2025.

The Company has an employment agreement with Mr. Ziyuan Liu, our Chief Executive Officer. The employment agreement began on April 18, 2022, with a term of one year. The term shall automatically be extended for a one-year period in the absence of notice of non-renewal provided at least 30 days prior to the anniversary date of the employment agreement. Under the terms of the employment agreement, Mr. Liu will receive an annual base salary of $240,000 in cash, and a discretionary annual bonus.37

~~The Company~~Due ~~had~~to anrelated ~~employment agreement with Mr. Dianjiang Wang, our Former Chief Financial Officer. The employment agreement began on May 1, 2023, with a term of one year. Mr. Dianjiang Wang resigned in August 2023.~~parties

~~The Company~~As ~~has~~of anJune ~~employment agreement with Mr. Ying Cao~~30, ~~our~~2025 ~~Chief~~and ~~Financial Officer. The employment agreement began on August 21~~2024, ~~2023, with a term of one year. The term shall automatically be extended for a one-year period in~~ the ~~absence~~Company ofowed ~~notice~~$26,373 ofand ~~non-renewal provided~~$25,997 ~~at least 30 days prior~~ to ~~the~~Qinggang ~~anniversary~~Wang, ~~date~~CEO ofand ~~the~~legal ~~employment~~representative ~~agreement. Under the terms~~ of ~~the~~Trans ~~employment~~Pacific ~~agreement~~Shanghai, Mrrespectively. ~~Cao~~These ~~will receive~~payments anwere ~~annual~~made ~~base~~on ~~salary~~behalf of ~~$60,000~~the inCompany for ~~cash,~~the ~~and~~daily abusiness ~~discretionary~~operational ~~annual bonus~~activities.

~~Item~~As of June 30, 2025 and 2024, the Company owed $497,857 and $199,034 12Zhejiang Jinbang Fuel Energy Co., ~~Security~~Ltd ~~Ownership~~(“Zhejiang ofJinbang”) ~~Certain~~which ~~Beneficial~~is ~~Owners~~30% ~~and~~owned ~~Management~~by Mr. Wang Qinggang, CEO and ~~Related~~legal ~~Stockholder~~representative of ~~Matters~~Trans Pacific Shanghai. These payments were made on behalf of the Company for the daily business operational activities.

~~Security Ownership~~The balance of ~~Certain~~due ~~Beneficial~~to ~~Owners~~related parties was interest-free, unsecured, and ~~Management~~due upon demand.

~~The~~Director following table sets forth certain information regarding our shares of common stock beneficially owned as of October 15, 2024, for (i) each named executive officer and director, and (ii) all executive officers and directors as a group. As of October 15, 2024, 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 3,503,492 shares of our common stock issued and outstanding as of October 15, 2024.Independence

37Our 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.

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned	Approximate Percentage of Outstanding Shares of Common Stock
Ziyuan Liu	-
Ying Cao	-	-
Yangyang Xu	-
Jia Yang	-
Zhongliang Xie	-
Xu Zhao	-
All directors and executive officers as a group (Six individuals)	-	-	%

Item 14. Principal Accountant Fees and Services.

~~(1)~~Set ~~The~~forth ~~individual’s~~below ~~address~~are isthe ~~c/o~~aggregate fees ~~Singularity~~billed ~~Future~~by ~~Technology,~~Audit ~~Ltd.~~Alliance LLP, 98our ~~Cutter~~independent ~~Mill~~registered ~~Road~~accounting firm, ~~Suite~~for ~~311,~~the ~~Great~~fiscal ~~Neck~~years ended June 30, ~~New~~2025 ~~York~~and ~~11021~~2024 for services rendered by them as our independent registered accounting firm for such years.

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

	Fiscal 2025		Fiscal 2024
Audit fees	$	280,000	$	376,000
Audit-related fees		-		-
Total Audit & Audit-related fees	$	280,000	$	376,000
Tax fees		-		-
All other fees		-		-
Total fees	$	280,000	$	376,000

~~The~~Audit ~~below~~fees ~~table~~consist ~~reflects,~~of fees asbilled offor ~~October~~services ~~15,~~rendered ~~2024,~~for the ~~number~~audit of ~~shares~~our offinancial ~~common~~statements ~~stock~~and ~~authorized~~review byof our ~~stockholders~~financial tostatements beincluded ~~issued~~in ~~(directly~~our ~~or by way of issuance~~quarterly ofreports ~~securities~~on ~~exercisable~~Form ~~for~~10-Q orand ~~convertible~~services ~~into)~~provided asin ~~incentive~~connection ~~compensation~~with toother ~~our~~statutory ~~officers,~~or ~~directors,~~regulatory ~~employees and consultants~~filings.

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		2,000	$	10.05		47,781	(1)
Equity compensation plans under the 2014 Incentive Plan approved by security holders		-		-		110,000	(1)
Equity compensation plans under the 2021 Incentive Plan approved by security holders		-		-		9,800,000	(1)
Equity compensation plans not approved by security holders		-		-		-

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 2024.

~~(1)~~Tax ~~Pursuant~~fees toconsist ~~our 2008 Incentive Plan, we are authorized to issue options to purchase 60,581 shares~~ of ~~our~~fees 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 billed for ~~common~~professional ~~stock.~~services Werelated ~~granted options~~ to ~~purchase an aggregate of 30,000 shares of common stock under~~ the ~~2014~~preparation ~~Incentive Plan in July 2016, among which, options to purchase 15,000 shares~~ of ~~common~~our ~~stock have been exercised~~U.S. Infederal ~~addition,~~and westate ~~have~~income ~~issued,~~tax inreturns ~~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~~tax inadvice. ~~2016,~~No ~~132,000~~such ~~shares~~fees ofwere billed ~~common~~by ~~stock~~Audit toAlliance ~~our~~LLP ~~officers and directors~~ in ~~2018,~~fiscal ~~26,000~~2025 toor ~~three employees in 2017 and 316,000 shares of common stock to employees in 2018~~2024. OnThe ~~September~~Audit ~~2021,~~Committee ~~the~~pre-approved ~~board~~all ~~granted~~Audit-related ~~1,020,000 shares of common stock to our officers and directors under the 2014 Incentive Plan~~fees. ~~Accordingly,~~After weconsidering ~~may issue options to purchase 47,781 shares under~~ the ~~2008 Incentive Plan, and we may issue 110,000 and 9,800,000 shares~~ provision of ~~common~~services ~~stock~~encompassed orwithin ~~other securities convertible or exercisable for common stock under~~ the ~~2014~~above ~~Incentive~~disclosures ~~Plan~~about ~~and the 2021 Incentive plan respectively. Pursuant to certain agreements~~fees, the ~~600,000~~Audit ~~shares~~Committee ~~issued~~has todetermined ~~Lei~~that ~~Cao under~~ the ~~2014~~provision ~~Incentive~~of ~~Plan,~~such ~~and~~services is ~~the~~compatible ~~300,000~~with ~~and~~maintaining ~~100,000~~Audit ~~shares~~Alliance’s ~~issued to Yang Jie and Jing Shan, respectively, under the 2021 Incentive Plan, have been canceled~~independence.

38The 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.

~~Item 13. Certain Relationships and Related Transactions, and Director Independence.~~ 38

~~Related Transactions~~Item 15. Exhibits, Financial Statement Schedules.

Set forth below are our transactions with related persons for the years ended June 30, 2023 and 2024.

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		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.
4.2		Form of Securities Purchase Agreement, dated June 19, 2025, incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on June 23, 2025.
4.3		Form of Warrant, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on June 23, 2025.
4.4		Form of Placement Agent Agreement, dated January 24, 2025, between the Company and Maxim Group LLC, incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 27, 2025.
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*
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)*

~~Due from~~* ~~Related~~Filed ~~Party~~herewith.

~~As of~~** ~~June~~Furnished ~~30, 2024 and June 30, 2023, the outstanding amounts due from related parties consist of the following:~~herewith.

	June 30,			June 30,
	2024			2023
Zhejiang Jinbang Fuel Energy Co., Ltd (1)		382,949			458,607
Shanghai Baoyin Industrial Co., Ltd (2)		1,066,003			1,068,014
LSM Trading Ltd (3)		570,000			570,000
Rich Trading Co. Ltd (4)		103,424			103,424
Lei Cao		-			13,166
Less: allowance for doubtful accounts		(2,122,376	)		(2,138,276	)
Total	$	-		$	74,935

Item 16. Form 10-K Summary.

~~(1)~~We Ashave ofelected ~~June~~not ~~30, 2024 and 2023, the Company advanced $382,949 and $458,607~~ to ~~Zhejiang~~include Jinbang Fuel Energy Co., Ltd (“Zhejiang Jinbang”) which is 30% owned by Mr. Wang Qinggang, CEO and legal representative of Trans Pacific Shanghai. The advance is non-interest bearing and due on demand. The Company provided allowances of $382,949 and $383,672 for the balance of the receivable as of June 30, 2024 and 2023. The amount of the allowance changed as a ~~result~~summary ofpursuant to ~~changes~~this inItem ~~exchange rates~~16.

(2) As of June 30, 2024 and 2023, the Company advanced $1,066,003 and $1,068,014 to Shanghai Baoyin Industrial Co., Ltd. which is 30% owned by Qinggang Wang, CEO and legal representative of Trans Pacific Logistic Shanghai Ltd. The advance is non-interest bearing and due on demand. The Company provided full credit losses for the balance of the receivable.39

(3) As of June 30, 2024 and 2023, the Company advanced $570,000 to LSM Trading Ltd, which is 40% owned by the Company. The advance is non-interest bearing and due on demand. The Company evaluated the collection possibility and decided to provide full credit losses for the balance of the receivable.SIGNATURES

~~(4)~~Pursuant Onto ~~November 16, 2021,~~ the ~~Company~~requirements of ~~entered~~Section ~~into~~13 aor ~~project cooperation agreement with Rich Trading Co. Ltd USA~~ 15(~~“Rich Trading”~~d) ~~for~~of the ~~trading~~Securities ofExchange ~~computer~~Act ~~equipment. Rich Trading’s bank account was controlled by now-terminated members~~ of ~~the Company’s management and was~~1934, atregistrant ~~the~~has ~~time,~~duly ancaused ~~undisclosed~~this ~~related~~report ~~party. According~~ to ~~the agreement, the Company was to invest $4.5 million in the trading business operated by Rich Trading and the Company would~~ be ~~entitled~~signed toon ~~90%~~its ofbehalf ~~profits generated~~ by the ~~trading business. The Company advanced $3~~ undersigned,~~303,424~~ ~~for~~thereunto ~~this~~duly ~~project, of which $3,200,000 has been returned to the Company~~authorized. ~~The Company filed a complaint to recover the remainder of the funds advanced. The Company provided an allowance of $103,424 for the balance of the receivable as of June 30, 2024 and 2023.~~

	SINGULARITY FUTURE TECHNOLOGY, LTD.

October 14, 2025	By:	/s/ Jia Yang
		Jia Yang
		Chief Executive Officer

~~Accounts~~Pursuant ~~payable-~~to ~~related~~the ~~parties~~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.

As of June 30, 2024 and 2023, the Company had accounts payable to Rich Trading Co. Ltd of $63,434.

Signatures	Title	Date

/s/ Jia Yang	Director, Chairlady of the Board and Chief Executive Officer	October 14, 2025
Jia Yang	(Principal Executive Officer)

/s/ Yangyang Xu	Director	October 14, 2025
Yangyang Xu

/s/ Zhongliang Xie	Director	October 14, 2025
Zhongliang Xie

/s/ Jinhao Pang	Director, Manager of the Technology Department	October 14, 2025
Jinhao Pang

/s/ Xu Zhao	Director	October 14, 2025
Xu Zhao

/s/ Chee Jiong Ng	Chief Financial Officer	October 14, 2025
Chee Jiong Ng	(Principal Financial and Accounting Officer)

~~Other payable - related party~~ 40

~~As of~~Index ~~June 30, 2024 and 2023, the Company had accounts payable~~ to ~~Qinggang~~Financial ~~Wang, CEO and legal representative of Trans Pacific Shanghai, of $ 25,997 and $104,962. These payments were made on behalf of the Company for the daily business operational activities.~~Statements

As of June 30, 2024 and 2023, the Company had accounts payable to $ 199,034 and nil 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.

		Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID: 3487)		F-2
Consolidated balance sheets as of June 30, 2025 and 2024		F-3
Consolidated statements of operations and comprehensive income (loss) for the years ended June 30, 2025 and 2024		F-4
Consolidated statements of shareholders’ equity		F-5
Consolidated statements of cash flows for the years ended June 30, 2025 and 2024		F-6
Notes to consolidated financial statements		F-7

~~Revenue~~ F- ~~Related Party~~1

~~The company~~REPORT ~~had~~OF noINDEPENDENT ~~revenue~~REGISTERED ~~from~~PUBLIC ~~a related party for the year ended June 30, 2023 and 2024.~~ACCOUNTING FIRM

~~Director~~To the Board of Directors and Shareholders of ~~Independence~~Singularity Future Technology Ltd.

~~Our Board~~Opinion ~~has~~on ~~determined that each of Zhongliang Xie, Yangyang Xu and Xu Zhao is an “independent director” as defined by~~ the ~~applicable~~ ~~SEC~~Financial ~~rules and Nasdaq Listing Rules.~~Statements

~~Item~~We have audited the accompanying consolidated 14balance sheets of Singularity Future Technology Ltd. ~~Principal~~and ~~Accountant~~its ~~Fees~~subsidiaries (collectively, the “Company”) as of June 30, 2025 and ~~Services~~2024, the related consolidated statements of income, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated financial statements and schedule (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial positions of the Company as of June 30, 2025 and 2024, and the results of its operations and its cash flows for the years ended June 30, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

~~Set forth~~Basis ~~below are the aggregate fees billed by Audit Alliance LLP, our independent registered accounting firm,~~ for ~~the fiscal years ended June 30, 2024 and June 30, 2023 for services rendered by them as our independent registered accounting firm for such years.~~Opinion

	Fiscal 2024		Fiscal 2023
Audit fees	$	376,000	$	390,100
Audit-related fees		-		-
Total Audit & Audit-related fees	$	376,000	$	390,100
Tax fees		-		-
All other fees		-		-
Total fees	$	376,000	$	390,100

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 audit. 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.

~~Audit fees~~We ~~consist~~conducted our audits in accordance with the standards of ~~fees~~the ~~billed~~PCAOB. ~~for~~Those ~~services~~standards ~~rendered~~require ~~for~~that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of ~~our~~its internal control over financial ~~statements~~reporting. ~~and~~As ~~review~~part of our ~~financial~~audits, ~~statements~~we ~~included~~are required to obtain an understanding inof ~~our~~internal ~~quarterly~~control ~~reports~~over financial reporting but not for the purpose of expressing an opinion on ~~Form~~the ~~10-Q~~effectiveness ~~and~~of ~~services~~the ~~provided~~Company’s internal incontrol ~~connection~~over ~~with~~financial ~~other~~reporting. ~~statutory~~Accordingly, orwe ~~regulatory~~express ~~filings~~no such opinion.

~~Audit-related~~Our audits included performing procedures to assess ~~fees~~the ~~consist~~risks of ~~fees~~material ~~billed~~misstatement ~~for~~of ~~assurance~~the financial statements, whether due to error or fraud, and ~~related~~performing ~~services~~procedures that ~~are~~respond to ~~reasonably~~those ~~related~~risks. toSuch ~~the~~procedures ~~performance~~included ofexamining, on a test basis, evidence regarding the ~~audit~~amounts orand ~~review of~~disclosures ~~our~~in the financial statements. Our audits also included evaluating the accounting principles used and ~~not~~significant ~~reported~~estimates ~~under~~made ~~Audit~~by ~~fees~~management, as well as evaluating the overall presentation of the financial statements. NoWe ~~such~~believe ~~fees~~that ~~were~~our ~~billed~~audits inprovide ~~fiscal~~a ~~2024~~reasonable orbasis ~~2023~~for our opinion.

~~Tax fees~~/s/ ~~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 2024 or 2023. 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~~We ~~Committee’s~~have ~~policy~~served ~~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~~Company’s ~~service~~auditor orsince ~~category~~October of28, 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.2020

40AUDIT ALLIANCE LLP (3487)

~~Item 15. Exhibits, Financial Statement Schedules.~~ Singapore

Number		Exhibit
3.1		Articles of Incorporation of Singularity Future Technology, Ltd. (1)
3.2		Certificate of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd. (2)
3.3		Articles of Amendment to the Amended and Restated Articles of Incorporation of Singularity Future Technology Ltd. (3)
3.4		Bylaws of Singularity Future Technology, Ltd. (4)
4.1		Specimen Certificate for Common Stock (4)
10.1		Employment Agreement by and between Mr. Ziyuan Liu and the Company, dated May 1, 2023 (5)
10.2		Employment Agreement by and between Mr. Ying Cao and the Company, dated August 21, 2023 (6)
10.3		Employment Agreement by and between Ms. Jia Yang and the Company, dated August 6, 2024 (7)
14.1		Code of Ethics of the Company (8)
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*
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)*

October 14, 2025

* Filed herewith.F-2

**SINGULARITY ~~Furnished~~FUTURE ~~herewith~~TECHNOLOGY, LTD. AND SUBSIDIARIES

(1)	Incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 27, 2014.
(2)	Incorporated herein by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2022.
(3)	Incorporated herein by reference to exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 5, 2022.
(4)	Incorporated by reference to the Company’s Registration Statement on Form S-1, Registration Nos. 333-150858 and 333-148611.
(5)	Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 4, 2023.
(6)	Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 21, 2023.
(7)	Incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 6, 2024.

CONSOLIDATED BALANCE SHEETS

(8) Incorporated by reference to exhibit 14.1 to the Company’s Annual Report on Form 10-KSB filed on September 29, 2008 (File No. 001-34024).

	June 30,			June 30,
	2025			2024
Assets
Current assets
Cash	$	14,533,829		$	14,641,967
Restricted cash		3,118,067			3,094,092
Notes receivable		32,548			-
Accounts receivable, net		396,744			267,165
Other receivables, net		-			612
Advances to suppliers - third parties, net		1,084			51
Prepaid expenses		52,068			243,636
Total current assets		18,134,340			18,247,523

Property and equipment, net		-			183,639
Right-of-use assets		84,370			98,327
Other long-term assets - deposits		10,192			198,550
Total non-current assets		94,562			480,516
Total Assets	$	18,228,902		$	18,728,039

Liabilities and Equity

Current Liabilities
Loans from third parties		999,940			-
Deferred revenue		-			66,423
Accounts payable		701,080			566,770
Accounts payable - related party		-			63,434
Lease liabilities - current		53,286			177,263
Taxes payable		3,250,473			3,206,893
Due to related parties		524,231			225,031
Judgment debt payable		488,586			-
Accrued expenses and other current liabilities		1,256,969			1,037,187
Total current liabilities		7,274,565			5,343,001

Loans from third parties		466,321			-
Lease liabilities - non-current		31,084			131,355
Total non-current liabilities		497,405			131,355

Total liabilities		7,771,970			5,474,356

Commitments and Contingencies

Shareholders’ Equity:
Preferred share, 2,000,000 shares authorized, no par value, no shares issued and outstanding as of June 30, 2025 and 2024, respectively		-			-
Common share, 50,000,000 shares authorized, no par value; 4,203,492 and 3,503,492 shares issued and outstanding as of June 30, 2025 and 2024, respectively		105,333,048			104,192,048
Additional paid-in capital		2,334,962			2,334,962
Accumulated deficits		(94,597,445	)		(90,684,966	)
Accumulated other comprehensive (loss) income		(596,914	)		159,272
Total Shareholders’ Equity attributable to controlling shareholders of the Company		12,473,651			16,001,316
Non-controlling Interest		(2,016,719	)		(2,747,633	)
Total Equity		10,456,932			13,253,683

Total Liabilities and Equity	$	18,228,902		$	18,728,039

~~Item~~The accompanying notes are an integral part ~~16.~~of ~~Form~~these ~~10-K~~audited ~~Summary~~consolidated financial statements.

~~We have elected not to include a summary pursuant to this Item 16.~~F-3

41SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES

~~SIGNATURES~~CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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.

	For the Years Ended
	June 30,
	2025			2024

Net revenues	$	1,813,193		$	3,136,681
Cost of revenues		(1,761,794	)		(3,614,947	)
Gross profit (loss)		51,399			(478,266	)

Selling expenses		(245,077	)		(252,278	)
General and administrative expenses		(2,518,079	)		(5,031,852	)
Impairment loss of cryptocurrencies		-			(72,179	)
Allowance for credit losses, net		-			(87,629	)
Total operating expenses		(2,763,156	)		(5,443,938	)

Operating loss		(2,711,757	)		(5,922,204	)

Gain from disposal of subsidiary and VIE		-			359,781
Interest income		135,176			-
Interest expenses		(146,370	)		-
Judgment debt expenses		(638,586	)		-
Other income, net		77,236			90,649
Net loss before income tax expenses		(3,284,301	)		(5,471,774	)
Income tax expense		(30,230	)		-
Net loss		(3,314,531	)		(5,471,774	)
Net income (loss) attributable to non-controlling interest		597,948			(363,246	)
Net loss attributable to controlling shareholders of the Company.	$	(3,912,479	)	$	(5,108,528	)

Comprehensive loss
Net loss	$	(3,314,531	)	$	(5,471,774	)
Other comprehensive (loss) income - foreign currency		(756,186	)		93,999
Comprehensive loss		(4,070,717	)		(5,377,775	)
Less: Comprehensive loss attributable to non-controlling interest		132,966			(338,283	)
Comprehensive loss attributable to controlling shareholders of the Company.	$	(4,203,683	)	$	(5,039,492	)

Loss per share
Basic and diluted	$	(1.06	)	$	(2.05	)
Weighted average number of common shares used in computation
Basic and diluted		3,706,779			2,491,969

	SINGULARITY FUTURE TECHNOLOGY, LTD.
October 15, 2024	By:	/s/ Ziyuan Liu
		Ziyuan Liu
		Chief Executive Officer

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

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.F-4

Signatures	Title	Date
/s/ Ziyuan Liu	Director, Chairman of the Board and Chief Executive Officer	October 15, 2024
Ziyuan Liu	(Principal Executive Officer)
/s/ Yangyang Xu	Director	October 15, 2024
Yangyang Xu
/s/ Zhongliang Xie	Director	October 15, 2024
Zhongliang Xie
/s/ Jia Yang	Director, Vice President	October 15, 2024
Jia Yang
/s/ Xu Zhao	Director	October 15, 2024
Xu Zhao
/s/ Ying Cao	Chief Financial Officer	October 15, 2024
Ying Cao	(Principal Financial and Accounting Officer)

SINGULARITY FUTURE TECHNOLOGY, LTD. AND SUBSIDIARIES

42CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Index to Financial Statements

																		Accumulated
										Additional		Shares						other			Total
	Preferred Share				Common Share					paid-in		to be			Accumulated			comprehensive			Shareholders’			Noncontrolling			Total
	Shares		Amount		Shares			Amount		capital		cancelled			deficits			loss			Equity			interest			Equity
BALANCE, June 30, 2023		-		-		1,771,553		$	94,332,048	$	2,334,962		(20,000	)	$	(85,576,438	)	$	90,236		$	11,180,808		$	(2,219,941	)	$	8,960,867
Issuance of common shares to private investors		-		-		1,751,939			9,860,000		-		-			-			-			9,860,000			-			9,860,000
Cancellation of shares due to settlement		-		-		(20,000	)		-		-		20,000			-			-			-			-			-
Disposal of subsidiaries		-		-		-			-		-		-			-			-			-			(189,410	)		(189,410	)
Foreign currency translation		-		-		-			-		-		-			-			69,036			69,036			24,964			94,000
Net loss		-		-		-			-		-		-			(5,108,528	)		-			(5,108,528	)		(363,246	)		(5,471,774	)
BALANCE, June 30, 2024		-		-		3,503,492			104,192,048		2,334,962		-			(90,684,966	)		159,272			16,001,316			(2,747,633	)		13,253,683
Issuance of common shares to private investors		-		-		700,000			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		-		-		4,203,492		$	105,333,048	$	2,334,962		-		$	(94,597,445	)	$	(596,914	)	$	12,473,651		$	(2,016,719	)	$	10,456,932

		Pages
Report of Independent Registered Public Accounting Firm (PCAOB ID: 3487)		F-2
Consolidated balance sheets as of June 30, 2024 and 2023		F-3
Consolidated statements of operations and comprehensive income (loss) for the years ended June 30, 2024 and 2023		F-4
Consolidated statements of shareholders’ equity		F-5
Consolidated statements of cash flows for the years ended June 30, 2024 and 2023		F-6
Notes to consolidated financial statements		F-7

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

F-15

~~REPORT OF~~SINGULARITY ~~INDEPENDENT~~FUTURE ~~REGISTERED~~TECHNOLOGY, ~~PUBLIC~~LTD. ~~ACCOUNTING~~AND ~~FIRM~~SUBSIDIARIES

~~To the~~CONSOLIDATED ~~Board~~STATEMENTS ofOF ~~Directors~~CASH ~~and Shareholders of Singularity Future Technology Ltd.~~FLOWS

Opinion on the Financial Statements

	For the Years Ended
	June 30,
	2025			2024
Operating Activities
Net loss	$	(3,314,531	)	$	(5,471,774	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		48,871			132,195
Non-cash lease expense		26,044			284,299
Allowance for credit losses, net		-			87,629
Gain on disposal of subsidiaries		-			(359,781	)
Property and equipment written off		133,765			69,338
Impairment loss of cryptocurrencies		-			72,179
Interest expenses related to convertible note		-			21,917
Changes in assets and liabilities
Notes receivable		(32,320	)		-
Accounts receivable		(125,256	)		(27,340	)
Other receivables		614			180,766
Advances to suppliers - third parties		(1,025	)		133,429
Prepaid expenses and other current assets		192,668			8,412
Other long-term assets - deposits		188,789			(11,143	)
Due from related parties		293,861			-
Deferred revenue		(66,747	)		(1,715	)
Accounts payable		62,704			57,777
Taxes payable		(1,605	)		(118,585	)
Lease liabilities		(236,335	)		(268,059	)
Judgment debt payable		488,586			-
Accrued expenses and other current liabilities		(350,765	)		801,765
Net cash used in operating activities		(2,692,682	)		(4,408,691	)

Investing Activities
Acquisition of property and equipment		-			(589	)
Repayment from related parties		-			76,169
Net cash provided by investing activities		-			75,580

Financing Activities
Proceeds from issuance of common shares		1,141,000			9,860,000
Payment of accrued interest related to convertible notes		-			(403,424	)
Repayment of convertible notes		-			(5,000,000	)
Proceeds from third parties loans		2,066,261			-
Repayment of third parties loans		(600,000	)		-
Net cash provided by financing activities		2,607,261			4,456,576

Net (decrease) increase in cash		(85,421	)		123,465
Cash and restricted cash, beginning of year		17,736,059			17,390,156
Effect of changes of foreign exchange rate on cash and restricted cash		1,258			222,438
Cash and restricted cash, end of year		17,651,896		$	17,736,059

Representing:
Cash, end of year	$	14,533,829		$	14,641,967
Restricted cash, end of year	$	3,118,067		$	3,094,092
Total cash and restricted cash, end of year	$	17,651,896		$	17,736,059

Supplemental information
Income taxes paid	$	30,230			-
Interest paid	$	41,914			-

Non-cash transactions of operating and investing activities
Initial recognition of right-of-use assets and lease liabilities	$	109,820			-

~~We have~~The ~~audited the~~ accompanying ~~consolidated~~notes ~~balance~~are ~~sheets~~an ofintegral ~~Singularity Future Technology Ltd. and its subsidiaries (collectively, the~~part ~~“Company”) as~~ of ~~June~~these ~~30,~~audited ~~2024 and 2023, the related~~ consolidated ~~statements of income, comprehensive income, shareholders’ equity, and cash flows for the years then ended, and the related notes to the consolidated~~ financial statements ~~and schedule (collectively, the financial statements)~~. In our opinion, the financial statements present fairly, in all material respects, the financial positions of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the years ended June 30, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

~~Basis for Opinion~~F-6

~~These financial~~SINGULARITY ~~statements~~FUTURE ~~are~~TECHNOLOGY, ~~the responsibility of the Company’s management~~LTD. ~~Our~~AND responsibility is to express an opinion on the Company’s financial statements based on our audit. 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.AFFILIATES

~~We conducted~~NOTES ~~our~~TO ~~audits~~THE inCONSOLIDATED ~~accordance~~FINANCIAL with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.STATEMENTS

~~Our audits~~Note ~~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~~1. ~~Such~~ORGANIZATION ~~procedures~~AND ~~included~~NATURE ~~examining,~~OF 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.BUSINESS

~~/s/~~The Company is an integrated logistics solution ~~Audit~~provider ~~Alliance~~that ~~LLP~~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.

WeTo date, the Company has not generated any revenues ~~have~~from ~~served~~entry asinto the ~~Company’s~~solar ~~auditor~~panel ~~since~~production ~~October~~and ~~28,~~distribution ~~2020~~ business.

~~AUDIT ALLIANCE~~As ~~LLP (3487)~~ of June 30, 2025, the Company’s subsidiaries included the following:

Singapore

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

Brilliant Warehouse Service Inc. (“Brilliant Warehouse”)	●	A Texas corporation	51% owned by SGS NY
	●	Incorporated on April 19, 2021
	●	No material operations

SG Shipping & Risk Solution Inc, (“SGSR”)	●	A New York corporation	100% owned by the Company
	●	Incorporated on September 29, 2021
	●	No material operations

New Energy Tech Limited (“New Energy”)	●	A New York corporation	100% owned by the Company
	●	Incorporated on September 19, 2023
	●	No material operations

Singularity (Shenzhen) Technology Ltd.	●	A Mainland China corporation	100% owned by the Company
	●	Incorporated on September 4, 2023
	●	No material operations

~~October 15, 2024~~ F-7

~~F-2~~Liquidity

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

~~CONSOLIDATED~~The accompanying financial statements do not include ~~BALANCE~~any ~~SHEETS~~adjustments or classifications that may result from the possible inability of the Company to continue as a going concern. The accompanying financial statements have been prepared on a basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company recorded net losses of $3.3 million and $5.5 million and net cash used in operating activities of $2.7 million and $4.4 million for the year ended June 30, 2025 and 2024, respectively. The above matters raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. As of June 30, 2025, the Company had cash balance of $14.5 million.

	June 30,			June 30,
	2024			2023
Assets
Current assets
Cash	$	14,641,967		$	17,390,156
Restricted cash		3,094,092			-
Cryptocurrencies		-			72,179
Accounts receivable, net		267,165			198,553
Other receivables, net		612			76,814
Advances to suppliers - third parties		51			128,032
Prepaid expenses and other current assets		243,636			252,047
Due from related party		-			74,935
Total Current Assets		18,247,523			18,192,716
Property and equipment, net		183,639			426,343
Right-of-use assets		98,327			381,982
Other long-term assets – deposits		198,550			236,766
Total Assets	$	18,728,039		$	19,237,807
Current Liabilities
Deferred revenue	$	66,423		$	66,531
Accounts payable		566,770			494,329
Accounts payable – related party		63,434			63,434
Lease liabilities – current		177,263			330,861
Taxes payable		3,206,893			3,334,958
Due to related party		225,031			104,962
Accrued expenses and other current liabilities		1,037,187			636,694
Total current liabilities		5,343,001			5,031,769
Lease liabilities - noncurrent		131,355			245,171
Convertible notes		-			5,000,000
Total liabilities		5,474,356			10,276,940
Commitments and Contingencies
Equity
Preferred stock, 2,000,000 shares authorized, no par value, no shares issued and outstanding as of June 30, 2024 and June 30, 2023, respectively		-			-
Common stock, 50,000,000 shares authorized, no par value; 3,503,492 and 17,715,526 shares issued and outstanding as of June 30, 2024 and June 30,2023, respectively		104,192,048			94,332,048
Additional paid-in capital		2,334,962			2,334,962
Accumulated deficit		(90,684,966	)		(85,576,438	)
Accumulated other comprehensive income		159,272			90,236
Total Stockholders’ Equity attributable to controlling shareholders of the Company		16,001,316			11,180,808
Non-controlling Interest		(2,747,633	)		(2,219,941	)
Total Equity		13,253,683			8,960,867
Total Liabilities and Equity	$	18,728,039		$	19,237,807

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

~~The~~As a result, the Company prepared the consolidated ~~accompanying~~financial ~~notes~~statements ~~are~~assuming anthe ~~integral~~Company ~~part~~will ofcontinue ~~these~~as ~~audited~~a going concern. However, there is no assurance that the measures above can be achieved as planned. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~F-3~~Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~SINGULARITY FUTURE~~(a) ~~TECHNOLOGY,~~Basis ~~LTD.~~of ~~AND SUBSIDIARIES~~Presentation

~~CONSOLIDATED~~The accompanying consolidated financial statements ~~STATEMENTS~~have OFbeen ~~OPERATIONS~~prepared ~~AND~~in ~~COMPREHENSIVE~~accordance ~~INCOME~~with generally accepted accounting principles in the United States of America (~~LOSS~~“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.

	For the Years Ended
	June 30,
	2024			2023
Net revenues	$	3,136,681		$	4,538,723
Cost of revenues		(3,614,947	)		(3,990,654	)
Gross (loss)/profit		(478,266	)		548,069
Selling expenses		(252,278	)		(232,569	)
General and administrative expenses		(5,031,852	)		(11,572,888	)
Impairment loss of investment		-			(128,369	)
Impairment loss of cryptocurrencies		(72,179	)		(18,279	)
Impairment loss of fixed assets and intangible assets		-			(33,469	)
Provision for doubtful accounts, net		(87,629	)		(2,827,511	)
Stock-based compensation		-			(329,778	)
Total operating expenses		(5,443,938	)		(15,142,863	)
Operating loss		(5,922,204	)		(14,594,794	)
Gain/(loss) from disposal of subsidiary and VIE		359,781			(42,191	)
Lawsuit settlement expenses		-			(8,400,491	)
Other income (expenses), net		90,649			74,989
Net loss before provision for income taxes		(5,471,774	)		(22,962,487	)
Income tax expense		-			(135,855	)
Net loss		(5,471,774	)		(23,098,342	)
Net loss attributable to non-controlling interest		(363,246	)		(101,496	)
Net loss attributable to controlling shareholders of the Company.	$	(5,108,528	)	$	(22,996,846	)
Comprehensive loss
Net loss	$	(5,471,774	)	$	(23,098,342	)
Other comprehensive income - foreign currency		93,999			66,942
Comprehensive loss		(5,377,775	)		(23,031,400	)
Less: Comprehensive loss attributable to non-controlling interest		(338,283	)		(79,051	)
Comprehensive loss attributable to controlling shareholders of the Company.	$	(5,039,492	)	$	(22,952,349	)
Loss per share
Basic and diluted	$	(2.05	)	$	(1.09	)
Weighted average number of common shares used in computation
Basic and diluted		2,491,969			21,123,252

(b) Fair Value of Financial Instruments

The ~~accompanying~~Company ~~notes~~follows ~~are~~the anprovisions ~~integral~~of ~~part~~ASC 820, Fair Value Measurements and Disclosures, which clarifies the definition of ~~these~~fair ~~audited~~value, ~~consolidated~~prescribes ~~financial~~methods ~~statements.~~for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

~~F-4~~Level 1 — Observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

~~SINGULARITY FUTURE~~Level ~~TECHNOLOGY~~2 — Inputs other than quoted prices that are observable for the asset or liability in active markets, ~~LTD.~~quoted ~~AND~~prices ~~SUBSIDIARIES~~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.

~~CONSOLIDATED STATEMENTS~~Level OF3 ~~CHANGES~~— INUnobservable ~~EQUITY~~inputs that reflect management’s assumptions based on the best available information.

	Preferred Stock				Common Stock						Additional paid-in		Shares to be			Accumulated			Accumulated other comprehensive		Noncontrolling
	Shares		Amount		Shares			Amount			capital		cancelled			deficit			loss		interest			Total
BALANCE, June 30, 2022		-	$	-		2,224,433		$	96,127,691		$	2,334,962	$	-		$	(62,579,592	)	$	45,739	$	(2,140,890	)	$	33,787,910
Stock based compensation to consultants		-		-		-			329,777			-		-			-			-		-			329,777
Cancellation of stock compensation		-		-		(100,000	)		-			-		-			-			-		-			-
Cancellation of shares due to settlement		-		-		(352,880	)		(2,125,420	)		-		(20,000	)		-			-		-			(2,125,420	)
Foreign currency translation		-		-		-			-			-		-			-			44,497		22,445			66,942
Net loss		-		-		-			-			-		-			(22,996,846	)		-		(101,496	)		(23,098,342	)
BALANCE, June 30, 2023		-		-		1,771,553			94,332,048			2,334,962		(20,000	)		(85,576,438	)		90,236		(2,219,941	)		8,960,867

The carrying value of notes receivable, accounts receivable, net, and advances to suppliers – third parties, net, approximate their fair values because of the short-term nature of these instruments.

	Preferred Stock				Common Stock					Additional paid-in		Shares to be			Accumulated			Accumulated other comprehensive		Noncontrolling
	Shares		Amount		Shares			Amount		capital		cancelled			deficit			loss		interest			Total
BALANCE, June 30, 2023		-		-		1,771,553			94,332,048		2,334,962		(20,000	)		(85,576,438	)		90,236		(2,219,941	)		8,960,867
Issuance of common stock to private investors		-		-		1,751,939			9,860,000		-		-			-			-		-			9,860,000
Cancellation of shares due to settlement		-		-		(20,000	)		-		-		20,000			-			-		-			-
Disposal of subsidiaries		-		-		-			-		-		-			-			-		(189,410	)		(189,410	)
Foreign currency translation		-		-		-			-		-		-			-			69,036		24,964			94,000
Net loss		-		-		-			-		-		-			(5,108,528	)		-		(363,246	)		(5,471,774	)
BALANCE, June 30, 2024		-		-		3,503,492			104,192,048		2,334,962		-			(90,684,966	)		159,272		(2,747,633	)		13,253,683

(c) Use of Estimates and Assumptions

The preparation of the Company’s consolidated ~~accompanying~~financial ~~notes~~statements ~~are~~in anconformity ~~integral~~with ~~part~~US GAAP requires management to make estimates and assumptions that affect the reported amounts of ~~these~~assets ~~audited~~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.

F-58

~~SINGULARITY FUTURE~~(d) ~~TECHNOLOGY,~~Translation ~~LTD.~~of ~~AND~~Foreign ~~SUBSIDIARIES~~Currency

~~CONSOLIDATED~~The accounts of the Company and its subsidiaries ~~STATEMENTS~~are OFmeasured ~~CASH~~using ~~FLOWS~~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 fixed exchange rates in effect at the time of the transaction. Generally, foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations. The Company translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign Currency Matters”. Assets and liabilities are translated at current exchange rates quoted by the Federal Reserve at the balance sheets’ dates and revenues and expenses are translated at average exchange rates in effect during the year. The resulting translation adjustments are recorded as other comprehensive loss and accumulated other comprehensive loss as a separate component of equity of the Company and also included in non-controlling interests.

	For the Years Ended
	June 30,
	2024			2023
Operating Activities
Net loss	$	(5,471,774	)	$	(23,098,342	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		-			329,778
Depreciation and amortization		132,195			164,348
Non-cash lease expense		284,299			351,005
Provision for doubtful accounts, net		87,629			2,827,511
Impairment loss of fixed assets and intangible asset		-			33,469
Gain on disposal of ROU		-			(177,970	)
Loss (gain) on disposal of fixed assets		69,338			(12,926	)
(Gain) loss on disposal of subsidiaries		(359,781	)		42,191
Impairment loss of investment		-			128,369
Impairment loss of cryptocurrencies		72,179			18,279
Investment loss from unconsolidated subsidiary		-			34,459
Interest expenses related to convertible notes		21,917			-
Changes in assets and liabilities
Accounts receivable		(27,340	)		28,362
Other receivables		180,766			228,593
Advances to suppliers – third parties		133,429			(96,941	)
Advances to suppliers – related party		-			6,153,546
Prepaid expenses and other current assets		8,412			113,866
Other long-term assets – deposits		(11,143	)		418
Deferred revenue		(1,715	)		(6,888,971	)
Refund payable		-			(13,000,000	)
Accounts payable		57,777			(10,948	)
Taxes payable		(118,585	)		(114,845	)
Lease liabilities		(268,059	)		(564,813	)
Accrued expenses and other current liabilities		801,765			(131,843	)
Net cash (used in) provided by operating activities		(4,408,691	)		(33,643,405	)
Investing Activities
Acquisition of property and equipment		(589	)		(35,588	)
Proceeds from disposal of property and equipment		-			90,956
Loan receivable – related parties		-			510,087
Advance to related parties		-			(74,934	)
Repayment from related parties		76,169			283,771
Amount paid to Goalowen		-			(3,000,000	)
Net cash provided by (used in) investing activities		75,580			(2,225,708	)
Financing Activities
Proceeds from issuance of common stock		9,860,000			-
Repayment of convertible notes		(5,000,000	)		-
Payment of accrued interest related to convertible notes		(403,424	)		-
Payment of legal settlement to cancel shares		-			(2,125,420	)
Net cash provided by (used in) financing activities		4,456,576			(2,125,420	)
Net increase(decrease) in cash and restricted cash		123,465			(37,994,533	)
Cash at beginning of period		17,390,156			55,833,282
Effect of exchange rate fluctuations on cash and restricted cash		222,438			(448,593	)
Cash and restricted cash at end of period	$	17,736,059		$	17,390,156
Representing:
Cash, end of period	$	14,641,967		$	17,390,156
Restricted cash, end of period	$	3,094,092		$	-
Total cash and restricted cash, end of period	$	17,736,059		$	17,390,156
Supplemental information
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Non-cash transactions of operating and investing activities	$	-		$	-

The exchange rates in effect as of June 30, 2025, and 2024 were US$1 for RMB7.1636 and RMB7.2674, respectively. The average exchange rates for the fiscal years ended June 30, 2025, and 2024 were US$1 for RMB7.2143 and RMB7.2139, respectively.

~~The accompanying~~(e) ~~notes are an integral part of these audited consolidated financial statements.~~Cash

~~F-6~~Cash consists of cash on hand and cash in bank which are unrestricted as to withdrawal or use. The Company maintains cash with various financial institutions mainly in the PRC, Hong Kong, the U.S., and Djibouti. As of June 30, 2025 and 2024, cash balances of $62,773 and $111,133, respectively, were maintained at financial institutions in the PRC, of which nil and $27,798 of these balances are not covered by insurance as the deposit insurance system in China only insured each depositor at one bank for a maximum of approximately $70,000 (RMB500,000). As of June 30, 2025 and 2024, cash balances of $3,119,012 and $3,154,774, respectively, were maintained at U.S. financial institutions, of which $2,782,355 and nil of these balances are not covered by insurance, as each U.S. account was insured by the Federal Deposit Insurance Corporation or other programs subject to $250,000 limitations. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD500,000 (approximately $64,000) if the bank with which an individual/a company holds its eligible deposit fails. As of June 30, 2025 and 2024, cash balances of $65,956 and $65,997, respectively, were maintained at financial institutions in Hong Kong, of which $1,956 and nil of these balances are not covered by insurance. As of June 30, 2025 and 2024, a cash balance of $14,404,155 and $14,404,155 was maintained in financial institutions in Djibouti which are uninsured. As of June 30, 2025 and 2024, amount of deposits had been covered by insurance amounted to $461,870 and $206,725, respectively.

~~SINGULARITY FUTURE~~Restricted ~~TECHNOLOGY, LTD. AND AFFILIATES~~Cash

~~NOTES~~As of June 30, 2025 and 2024, the Company’s restricted cash was TOapproximately ~~THE~~$3.12 ~~CONSOLIDATED~~million ~~FINANCIAL~~and ~~STATEMENTS~~approximately $3.09 million, respectively, of which approximately $3.03 million and $3.09 million, respectively, was required by East West Bank to secure a letter of credit that was used to provide a guarantee to the Company’s business partner Solarlink Group Inc. (“Solarlink”), a North Las Vegas based advanced 3.6G photovoltaic solar panel manufacturer and solar power service provider, for Solarlink’s rental obligations for a leased warehouse in North Las Vegas. The term of the warehouse lease is one year, upon the expiration of which the letter of credit will terminate unless the letter of credit is used to pay rent under the warehouse lease. Management believes that Solarlink’s business is very promising and hopes to actively participate in its future. Management believes that the guarantee provided to Solarlink will not result in substantial losses to Singularity in the future. Based on such expectations, the management believes its restricted cash account stated in the notes is not exposed to any significant risks. The deposit started on November 13, 2023, last renewed on May 12, 2025, and will be matured on December 14, 2025 with an annual interest rate of 3.996%. The interest proceeds generated as of June 30, 2025 and 2024 was approximately $0.13 million and approximately $0.09 million, respectively. As of June 30, 2025, the remaining restricted cash of $85,712 was restricted by legal order of judgment debt.

~~Note 1.~~(f) ~~ORGANIZATION~~Receivables ~~AND~~and ~~NATURE~~Allowance OFfor ~~BUSINESS~~Credit Losses

The carrying amounts of notes, accounts and other ~~Company~~receivable isare reduced by an ~~integrated~~allowance ~~logistics~~for ~~solution~~credit ~~provider~~losses that ~~was~~reflects ~~founded~~the inCompany’s ~~2001.~~best Onestimate ~~September~~of ~~18,~~the ~~2007,~~amounts ~~the~~that will not be collected. The Company ~~merged~~makes ~~into~~estimations ~~Sino-Global Shipping~~of ~~America,~~the ~~Ltd.~~collectability of notes, aaccounts ~~Virginia~~and ~~corporation~~other receivable. OnMany ~~January~~factors 3,are ~~2022,~~considered in estimating the ~~Company~~general ~~changed~~allowance, ~~its~~including ~~corporate~~reviewing ~~name~~delinquent ~~from~~notes ~~Sino-Global~~and ~~Shipping America~~accounts receivable, ~~Ltd.~~performing toa ~~Singularity~~customer ~~Future~~credit ~~Technology~~analysis, and ~~Ltd.~~analyzing tohistorical ~~reflect~~bad ~~its~~debt ~~then~~records ~~expanded~~and ~~operations~~current ~~into~~and ~~the~~future ~~digital~~economic ~~assets business~~trends. ~~Currently~~Notes, we ~~primarily~~accounts ~~focus~~and onother ~~providing~~receivable ~~freight~~represent ~~logistics~~historical balances ~~services,~~recorded ~~which~~with ~~include~~less ~~shipping~~related cash applications, ~~warehouse~~less ~~services~~allowance for credit losses and ~~other~~any ~~logistical~~write-offs ~~support~~of toany receivables not previously ~~steel~~provided ~~companies~~for.

In 2017, we began exploring new opportunities to expand our business and generate more revenue. These opportunities ranged from complementary businesses to other new services and product initiatives. Beginning in fiscal 2022, we expanded our services to include warehousing services provided by our U.S. subsidiary, Brilliant Warehouse Service Inc.F-9

~~We are~~(g) ~~currently~~Credit operating through our subsidiaries Trans Pacific Shipping Limited and Gorgeous Trading Ltd. and Brilliant Warehouse Service Inc. in the United States. Our range of services include transportation, warehouse, collection, last-mile delivery, drop shipping, customs clearance, and overseas transit delivery.losses

ToIn June 2016, the Financial Accounting Standards ~~date~~Board we(FASB) ~~have~~issued ~~not~~ASU ~~generated~~No. ~~any~~2016-13, ~~revenues~~Financial ~~from~~Instruments—Credit ~~our~~Losses ~~entry~~(Topic ~~into~~326). The ASU introduced a new credit loss methodology, the ~~solar~~current ~~panel~~expected ~~production~~credit ~~and~~losses ~~distribution~~(“CECL”) ~~business~~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.

~~F-7~~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.

AsThe CECL methodology’s impact on expected ofcredit ~~June~~losses, 30among other things, ~~2024~~reflects the Company’s ~~subsidiaries~~view ~~included~~of the ~~following:~~ current state of the economy, forecasted macroeconomic conditions.

Name	Background		Ownership
Sino-Global Shipping New York Inc. (“SGS NY”)	● ● ●	A New York Corporation Incorporated on May 03, 2013 Primarily engaged in freight logistics services	100% owned by the Company
Sino-Global Shipping HK Ltd. (“SGS HK”)	● ● ●	A Hong Kong Corporation Incorporated on September 22, 2008 No material operations	100% owned by the Company
Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”)	● ● ●	A PRC limited liability company Incorporated on November 13, 2007. Primarily engaged in freight logistics services	100% owned the Company
Trans Pacific Logistic Shanghai Ltd. (“Trans Pacific Shanghai”)	● ● ●	A PRC limited liability company Incorporated on May 31, 2009 Primarily engaged in freight logistics services	90% owned by Trans Pacific Beijing
Gorgeous Trading Ltd (“Gorgeous Trading”)	● ● ●	A Texas Corporation Incorporated on July 01, 2021 Primarily engaged in warehouse related services	100% owned by SGS NY
Brilliant Warehouse Service Inc. (“Brilliant Warehouse”)	● ● ●	A Texas Corporation Incorporated on April 19,2021 Primarily engaged in warehouse house related services	51% owned by SGS NY
Phi Electric Motor In. (“Phi”)	● ● ●	A New York Corporation Incorporated on August 30, 2021 No operations	51% owned by SGS NY
SG Shipping & Risk Solution Inc(“SGSR”)	● ● ●	A New York Corporation Incorporated on September 29, 2021 No material operations	100% owned by the Company
SG Link LLC (“SG Link”)	● ● ●	A New York Corporation Incorporated on December 23, 2021 No operations	100% owned by SG Shipping & Risk Solution Inc on January 25, 2022
New Energy Tech Limited (“New Energy”)	● ● ●	A New York Corporation Incorporated on September 19, 2023 No material operations	100% owned by the Company
Singularity(Shenzhen) Technology Ltd. (“SGS Shenzhen”)	● ● ●	A Mainland China Corporation Incorporated on September 4, 2023 No material operations	100% owned by the Company

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.

~~F-8~~The following table presents the aging analysis of accounts receivable and allowance for credit losses as of June 30, 2025 and 2024.

Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	Accounts
	receivable
	balance as of
	June 30,
	2025					Allowance for
Aging group	(USD)		CECL Rate			credit losses
<1 year	$	396,744		0	%		-
1-2 years		-		5	%		-
2-3 years		-		5	%		-
>3 years		-		5	%		-
Total	$	396,744					-

(a) Basis of Presentation

Aging group	Account receivable balance as of June 30, 2024 (USD)		CECL Rate			Allowance for credit losses (USD)
<1 year		260,265		0.00	%		-
1-2 years		7,263		5.00	%		363
2-3 years		-		5.00	%		-
>3 years		-		5.00	%		-
Total		267,529					363

~~The~~Other receivables represent mainly customer advances, ~~accompanying consolidated~~prepaid ~~financial~~employee ~~statements~~insurance ~~have~~and ~~been~~welfare ~~prepared~~benefits, inwhich ~~accordance~~will ~~with~~be ~~generally~~subsequently ~~accepted~~deducted ~~accounting~~from ~~principles~~the inemployee payroll, project advances as well ~~the~~as ~~United~~office ~~States~~lease ofdeposits. ~~America~~Management ~~(“US~~reviews ~~GAAP”)~~its ~~pursuant~~receivables toon ~~the~~a ~~rules~~regular ~~and~~basis ~~regulations~~to ofdetermine if the ~~Securities~~credit ~~and~~loss ~~Exchange~~allowance ~~Commission~~is adequate ~~(“SEC”).~~and ~~The~~adjusts ~~consolidated~~the ~~financial~~allowance ~~statements~~when ~~include~~necessary. ~~the~~Delinquent ~~accounts~~account ofbalances ~~the~~are ~~Company~~written ~~and~~off ~~include~~against ~~the~~allowance ~~assets,~~for ~~liabilities,~~credit ~~revenues~~losses after management ~~and~~has ~~expenses~~determined that the likelihood of ~~its~~collection ~~subsidiaries~~is not probable. ~~All~~Other ~~intercompany~~receivables ~~transactions~~are ~~and~~written ~~balances~~off ~~have~~against ~~been~~the ~~eliminated~~allowances inonly ~~consolidation~~after exhaustive collection efforts.

~~Prior to December 31, 2021, Sino~~F-Global Shipping Agency Ltd. (“Sino-China”) was considered a Variable Interest Entity (“VIE”), with the Company as the primary beneficiary. The Company, through Trans Pacific Beijing, entered into certain agreements with Sino-China, pursuant to which the Company received 90% of Sino-China’s net income.10

~~As a~~(h) ~~VIE,~~Property ~~Sino-China’s revenues were included in the Company’s total revenues,~~ and ~~any income/loss from operations was consolidated with that of the Company. Because of contractual arrangements between the Company and Sino-China~~Equipment, ~~the Company had a pecuniary interest in Sino-China that required consolidation of the financial statements of the Company and Sino-China.~~net

~~The Company~~Property ~~has~~and ~~consolidated~~equipment ~~Sino-China’s~~are ~~operating~~stated ~~results~~at inhistorical cost ~~accordance~~less ~~with~~accumulated ~~Accounting Standards Codification (“ASC”) 810-10, “Consolidation”~~depreciation. ~~The~~Historical ~~agency~~cost ~~relationship between~~comprises ~~the~~its ~~Company~~purchase ~~and~~price ~~Sino-China~~ and ~~its~~any ~~branches~~directly ~~was~~attributable ~~governed~~costs ~~by a series~~ of ~~contractual~~bringing ~~arrangements~~the ~~pursuant~~ assets to ~~which~~its ~~the~~working ~~Company~~condition ~~had~~and ~~substantial~~location ~~control~~for ~~over~~its ~~Sino-China~~intended use. OnDepreciation ~~December~~is ~~31,~~calculated ~~2021,~~on ~~the Company entered into~~ a ~~series~~straight-line ofbasis ~~agreements~~over tothe ~~terminate~~following ~~its~~estimated useful ~~VIE structure and deconsolidated its formerly controlled entity Sino-China.~~lives:

The Company dissolved its subsidiary Sino-Global Shipping Australia Pty Ltd. and canceled its registration with the State Administration for Industry and Commerce of the People’s Republic of China on November 9, 2022.and recorded the disposal loss of $0.04 million for the year ended June 30, 2023.

Buildings		20 years
Motor vehicles		3–10 years
Computer and office equipment		1–5 years
Furniture and fixtures		3–5 years
System software		5 years
Leasehold improvements		Shorter of lease term or useful lives
Mining equipment		3 years

OnThe ~~October~~carrying ~~24,~~value ~~2023,~~of ~~February~~a ~~19,~~long-lived ~~2024~~asset ~~and~~is ~~April~~considered ~~17,~~impaired ~~2024,~~by the Company ~~dissolved~~when ~~its~~the ~~subsidiaries~~anticipated ofundiscounted ~~Ningbo~~cash ~~Saimeinuo~~flows ~~Web~~from ~~Technology~~such ~~Ltd~~asset is less than its carrying value. If impairment is identified, a loss is recognized based on the amount by which the carrying value exceeds ~~Thor~~the ~~Miner~~fair ~~Inc~~value of the long-lived asset. ~~and~~Fair ~~Blumargo~~value Itis ~~Solution~~determined ~~Ltd~~primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved or based on independent appraisals. For the years ended June 30, ~~respectively~~2025 and 2024, no impairments were recorded. ~~Total~~All property ~~gain~~and ~~from~~equipment ~~the~~were ~~three~~disposed ~~disposals~~of ~~was~~as ~~$359~~of June 30,~~781~~ 2025 due to being inoperable after long time usage.

(bi) ~~Fair~~ ~~Value~~Revenue ~~of Financial Instruments~~Recognition

The Company ~~follows~~recognizes revenue which represents the ~~provisions~~transfer of ~~ASC~~goods ~~820,~~and ~~Fair~~services ~~Value~~to ~~Measurements~~customers ~~and~~in ~~Disclosures,~~an ~~which~~amount ~~clarifies~~that reflects the ~~definition~~consideration ofto ~~fair~~which ~~value,~~the ~~prescribes~~Company expects to be entitled ~~methods~~in ~~for~~such ~~measuring~~exchange. ~~fair~~The ~~value,~~Company identifies contractual performance obligations and ~~establishes~~determines whether revenue should be recognized at a point ~~fair~~in ~~value~~time ~~hierarchy~~or toover ~~classify~~time, ~~the~~based ~~inputs~~on ~~used~~when incontrol ~~measuring~~of ~~fair~~goods ~~value~~and asservices ~~follows:~~transfers to a customer.

~~Level~~The 1Company —uses ~~Observable~~a ~~inputs~~five-step ~~such~~model asto ~~unadjusted~~recognize revenue ~~quoted~~from ~~prices~~customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in ~~active~~the ~~markets~~contract, ~~for~~(iii) ~~identical~~determine ~~assets~~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 ~~liabilities~~as) ~~available~~the atCompany satisfies the ~~measurement~~performance ~~date~~obligation.

~~Level~~For 2the —Company’s ~~Inputs~~freight ~~other~~logistic ~~than~~and ~~quoted~~shipping agency ~~prices~~services ~~that~~revenue, ~~are~~the ~~observable~~Company ~~for~~provided ~~the~~transportation ~~asset~~services orwhich ~~liability~~included inmainly ~~active~~shipping ~~markets,~~services. ~~quoted~~In ~~prices~~fiscal ~~for~~year ~~identical~~2021, orthe Company ~~similar~~also ~~assets~~provided shipping agency and ~~liabilities~~management inservices. ~~markets~~The ~~that~~Company ~~are~~derived ~~not~~transportation ~~active,~~revenue ~~inputs~~from ~~other~~sales ~~than~~contracts ~~quoted~~with ~~prices~~its customers ~~that~~with ~~are~~revenues ~~observable,~~being recognized upon performance of services. Sales price to the customer was fixed upon acceptance of the sales contract and ~~inputs~~there ~~derived~~was ~~from~~no separate sales rebate, discount, or ~~corroborated~~other byincentive. The ~~observable~~Company’s ~~market~~revenues ~~data~~were recognized at a point in time after all performance obligations were satisfied.

~~Level~~Accordingly, 3the —Company ~~Unobservable~~generally ~~inputs~~identifies one performance obligation in its contracts, which is a series of distinct services that ~~reflect~~remain ~~management’s~~substantially ~~assumptions~~the ~~based~~same onover time and possess the ~~best~~same ~~available~~pattern ~~information~~of transfer. Revenue is recognized over the period in which services are provided under the terms of the Company’s contractual relationships with its clients.

The transaction price is based on the amount specified ~~carrying~~in ~~value~~the ofcontract ~~accounts~~with ~~receivable,~~the ~~other~~customer ~~receivables,~~and ~~other~~contains ~~current~~fixed ~~assets~~and variable consideration. In general, ~~and~~the ~~current~~fixed ~~liabilities~~consideration ~~approximate~~in ~~their~~a ~~fair~~contract ~~values~~represents ~~because~~cost per tonnage. The variable consideration is comprised of transportation tonnage. Revenue relating to variable pricing is estimated and included in the ~~short-term~~consideration ~~nature~~if it is probable that a significant revenue reversal will not occur in the future. The estimate of variable ~~these~~consideration ~~instruments~~is determined by the expected value or most likely amount method and factors in current, past and forecasted experience with the customer. Customers are billed based on terms specified in the revenue contract and they pay us according to approved payment terms.

Revenue for the above services is recognized on a gross basis when the Company controls the services as it has the obligation to (ci) provide all services (ii) bear any inventory risk ~~Use~~for ofwarehouse ~~Estimates~~services. ~~and~~In ~~Assumptions~~addition, the Company has control to set its selling price to ensure it would generate profit for the services.

The ~~preparation~~ ~~of the~~ Company’s ~~consolidated~~performance ~~financial~~obligation ~~statements~~is to indeliver ~~conformity~~products ~~with~~according ~~US GAAP requires management~~ to ~~make~~contract ~~estimates and~~specifications. ~~assumptions~~The ~~that~~Company ~~affect~~recognizes ~~the~~product ~~reported~~revenue ~~amounts of assets and liabilities and disclosure of contingent assets and liabilities~~ at ~~the dates~~a ofpoint ~~the~~in ~~financial~~time ~~statements~~when ~~and~~ the ~~reported~~control ~~amounts~~ of products ~~revenues~~or ~~and~~services ~~expenses~~is ~~during~~transferred ~~the~~to ~~reporting periods~~customers. ~~Estimates~~To ~~are~~distinguish ~~adjusted to~~a ~~reflect~~promise ~~actual~~to ~~experience~~provide ~~when~~products ~~necessary.~~from ~~Significant~~a ~~accounting~~promise ~~estimates~~to ~~reflected~~facilitate in the ~~Company’s~~sale ~~consolidated financial~~from ~~statements~~a ~~include~~third ~~revenue recognition~~party, ~~fair~~the ~~value~~Company ofconsiders ~~stock-based~~the ~~compensation,~~guidance ~~cost~~ of ~~revenues,~~control ~~allowance~~in ~~for~~ASC ~~doubtful~~606-10-55-37A ~~accounts, impairment loss, deferred income taxes, income tax expense~~ and the ~~useful~~indicators ~~lives~~in ~~of property and equipment~~606-10-55-39. The ~~inputs into the~~ Company’s ~~judgments~~considers ~~and~~this ~~estimates~~guidance ~~consider~~in ~~the~~conjunction ~~economic~~with ~~implications~~the ofterms ~~COVID-19~~in on the Company’s ~~critical~~arrangements ~~and~~with ~~significant~~both ~~accounting~~suppliers ~~estimates.~~and ~~Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates~~customers.

~~F-9~~In general, revenue is recognized on a gross basis when the Company controls the products as it has the obligation to (i) fulfill the products delivery and custom clearance (ii) bear any inventory risk as legal owners. In addition, when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it would generate profit for the products delivery arrangements. If the Company is not responsible for provision of product and does not bear inventory risk, the Company recorded revenue on a net basis.

~~(d) Translation~~Contract ~~of Foreign Currency~~balances

The ~~accounts~~ ~~of the~~ Company ~~and~~records ~~its~~receivables ~~subsidiaries~~related ~~are~~to ~~measured using the currency of the primary economic environment in which the entity~~revenue ~~operates~~when (the ~~“functional currency”). The~~ Company’s ~~functional~~has ~~currency~~an isunconditional ~~the~~right ~~U.S.~~to ~~dollar~~invoice ~~(“USD”) while its subsidiaries in the PRC, including Trans Pacific Beijing~~ and ~~Trans~~receive ~~Pacific Logistic Shanghai Ltd~~payment. report their financial positions and results of operations in Renminbi (“RMB”), its subsidiary Sino-Global Shipping Australia Pty Ltd., reports its financial positions and results of operations in Australian dollar (“AUD”), its subsidiary Sino-Global Shipping (HK), Ltd. reports its financial positions and results of operations in Hong Kong dollar (“HKD”). The accompanying consolidated financial statements are presented in USD. Foreign currency transactions are translated into USD using the fixed exchange rates in effect at the time of the transaction. Generally, foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations. The Company translates the foreign currency financial statements in accordance with ASC 830-10, “Foreign Currency Matters”. Assets and liabilities are translated at current exchange rates quoted by the People’s Bank of China 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~~Deferred revenue consists primarily of customer ~~exchange~~billings ~~rates~~made in advance of performance obligations being satisfied and revenue being recognized. Contract balance amounted to nil and $66,423 for the ~~years~~year ended June 30, ~~2024~~2025 and ~~2023~~2024, ~~are as follows:~~respectively.

	June 30, 2024		June 30, 2023		June 30
Foreign currency	Balance Sheet		Balance Sheet		2024 Profits/Loss		2023 Profits/Loss
1USD: RMB		7.2674		7.2537		7.2139		6.9501
1USD: AUD		1.5001		1.5012		1.5256		1.4861
1USD: HKD		7.8082		7.8366		7.8194		7.8379

F-11

~~(e)~~The Company’s disaggregated revenue streams ~~Cash~~are described as follows:

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, Australia, Hong Kong and the U.S. As of June 30, 2024 and June 30, 2023, cash balances of $ 107,844 and $183,510, respectively, were maintained at financial institutions in the PRC. $27,798 and $74,533 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, 2024 and June 30, 2023, cash balances of $ 60,682 and $919,990, respectively, were maintained at U.S. financial institutions. Nil and $450,636 of these balances are not covered by insurance, as each U.S. account was insured by the Federal Deposit Insurance Corporation or other programs subject to $250,000 limitations. The Hong Kong Deposit Protection Board pays compensation up to a limit of HKD 500,000 (approximately $64,000) if the bank with which an individual/a company holds its eligible deposit fails. As of June 30, 2024 and June 30, 2023, cash balances of $65,997 and $16,285,067, respectively, were maintained at financial institutions in Hong Kong, and nil and $16,216,393 of these balances are not covered by insurance. As of June 30, 2024, a cash balance of $14,404,155 was maintained in financial institutions in Djibouti which are uninsured. As of June 30, 2024 and June 30, 2023, amount of deposits the Company had covered by insurance amounted to $206,725 and $647,004, respectively.

	For the Years Ended
	June 30,		June 30,
	2025		2024
Freight logistic services	$	1,813,193	$	3,136,681

~~Restricted~~Disaggregated information of revenues by geographic locations is as ~~Cash~~follows:

As of June 30, 2024, our restricted balance was $3.09 million. The restricted was required by East West Bank to secure a letter of credit that was used to provide a guarantee to the Company’s business partner Solarlink Group Inc. (“Solarlink”), a North Las Vegas based advanced 3.6G photovoltaic solar panel manufacturer and solar power service provider, for Solarlink’s rental obligations for a leased warehouse in North Las Vegas. The term of the warehouse lease is one year, upon the expiration of which the letter of credit will terminate unless the letter of credit is used to pay rent under the warehouse lease. Management believes that Solarlink’s business is very promising and hopes to actively participate in its future. Management believes that the guarantee provided to Solarlink will not result in substantial losses to Singularity in the future. Based on such expectations, the management believes its restricted cash account stated in the notes is not exposed to any significant risks. The deposit started on November 13, 2023 and will mature on November 13, 2024 with an annual interest rate of 4.880%. The interest proceeds generated as of June 31, 2024 was $0.09 million.

	For the Years Ended
	June 30,		June 30,
	2025		2024
PRC	$	1,813,193	$	2,686,303
U.S.		-		450,378
Total revenue	$	1,813,193	$	3,136,681

(fj) ~~Receivables~~Cost ~~and~~of ~~Allowance for Doubtful Accounts~~revenues

~~The carrying~~Cost ~~value~~ of ~~accounts~~revenues ~~receivable~~consist isof ~~reduced~~costs bydirectly ~~an allowance for credit losses that reflects the Company’s best estimate of~~attributable ~~the~~to ~~amounts that will not be collected. The Company makes estimations of~~ the ~~collectability~~performance of ~~accounts~~freight ~~receivable.~~logistic ~~Many~~services ~~factors~~which are ~~considered~~ inmainly ~~estimating~~services ~~the~~provided ~~general~~by ~~allowance,~~third ~~including reviewing delinquent accounts receivable, performing a customer credit analysis, and analyzing historical bad debt records and current and future economic trends~~parties. ~~Accounts receivable represent historical balances recorded less related cash applications, less allowance for credit losses and any write-offs of any receivables not previously provided for.~~

~~F-10~~(k) Leases

The Company adopted FASB ASU 2016-02, “Leases” (gTopic 842) for the year ended June 30, 2020, and elected the practical expedients that does not require us to reassess: (1) whether any ~~Credit~~expired ~~losses~~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 7% based on the duration of lease terms.

InOperating lease ROU assets and lease liabilities ~~June~~are ~~2016,~~recognized at the ~~Financial~~adoption ~~Accounting~~date ~~Standards~~or ~~Board~~the ~~(FASB)~~commencement ~~issued~~date, ~~ASU~~whichever ~~No.~~is ~~2016-13~~earlier, ~~Financial~~based ~~Instruments—Credit~~on ~~Losses~~the ~~(Topic~~present ~~326).~~value of lease payments over ~~The~~the ~~ASU~~lease ~~introduced~~term. aSince ~~new~~the ~~credit~~implicit ~~loss~~rate ~~methodology,~~for the ~~current~~Company’s ~~expected~~leases ~~credit~~is ~~losses~~not ~~(“CECL”)~~readily ~~methodology~~determinable, ~~which~~the ~~requires~~Company uses its incremental borrowing ~~earlier~~rate ~~recognition~~based ofon ~~credit~~the ~~losses~~information ~~while~~available ~~also~~at ~~providing~~the ~~additional~~commencement ~~disclosure~~date ~~about~~in ~~credit~~determining ~~risk~~the present value of lease payments. The ~~Company~~incremental ~~adopted~~borrowing rate is the ~~ASU~~rate as of ~~January~~ 1interest that the Company would have to pay to borrow

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