NASDAQ: SGLY
Singularity Future Technology Ltd.CIK 0001422892 · SIC 4731 · Freight Transportation Arrangement
Singularity Future Technology Ltd. (formerly Sino-Global Shipping America, Ltd.) is a global integrated logistics solution provider with a 25+ year operating history, strategically positioned to serve industrial and commercial clients across North America, Greater China, and key global trade… About this business →
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Singularity Future Technology prices $5.0M offering of common stock and pre-funded warrants at $3.20 per share
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Singularity Future Technology prices $1.0M primary offering at $3.00/share plus pre-funded warrants
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Latest financial statements
From 10-K filed Sep 29, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Consolidated Statements of Operations and Comprehensive Loss
| Description | Years ended June 30, 2026 | Years ended June 30, 2025 |
|---|---|---|
| Revenues | 1,693,264 | 1,813,193 |
| Cost of revenues | (1,639,398) | (1,761,794) |
| Gross profit | 53,866 | 51,399 |
| Selling expenses | (194,396) | (245,077) |
| General and administrative expenses | (1,838,007) | (2,518,079) |
| Total operating expenses | (2,032,403) | (2,763,156) |
| Operating loss | (1,978,537) | (2,711,757) |
| Gain from disposal of subsidiaries | 157,658 | - |
| Interest income | 180 | 135,176 |
| Interest expenses | (306,367) | (146,370) |
| Judgment debt expenses | - | (638,586) |
| Class action settlement expenses | (3,800,000) | - |
| Other income, net | 16,435 | 77,236 |
| Net loss before income tax expenses | (5,910,631) | (3,284,301) |
| Income tax expense | - | (30,230) |
| Net loss | (5,910,631) | (3,314,531) |
| Net loss (income) attributable to non-controlling interest | 26,978 | (597,948) |
| Net loss attributable to controlling shareholders of the Company. | (5,883,653) | (3,912,479) |
| Comprehensive loss | ||
| Net loss | (5,910,631) | (3,314,531) |
| Other comprehensive loss foreign currency translation | (229,315) | (756,186) |
| Comprehensive loss | (6,139,946) | (4,070,717) |
| Comprehensive loss (income) attributable to non-controlling interest | 84,415 | (132,966) |
| Comprehensive loss attributable to controlling shareholders of the Company | (6,055,531) | (4,203,683) |
| Loss per share | ||
| Basic and diluted | (12.96) | (14.78) |
| Weighted average number of common shares used in computation | ||
| Basic and diluted | 453,842 | 264,770 |
Consolidated Balance Sheets
| Description | June 30, 2026 | June 30, 2025 |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash | 57,275 | 14,533,829 |
| Restricted cash | 2,093,955 | 3,118,067 |
| Notes receivable | 9,634 | 32,548 |
| Accounts receivable | 928,389 | 396,744 |
| Advances to suppliers | 19,248,432 | 1,084 |
| Prepaid expenses and other current assets | 98,517 | 52,068 |
| Total current assets | 22,436,202 | 18,134,340 |
| Non-current assets | ||
| Right-of-use asset | 31,293 | 84,370 |
| Other long-term assets deposits | - | 10,192 |
| Total non-current assets | 31,293 | 94,562 |
| Total Assets | 22,467,495 | 18,228,902 |
| Liabilities and Equity | ||
| Current Liabilities | ||
| Loans from third parties | 863,221 | 999,940 |
| Accounts payable | 939,789 | 701,080 |
| Lease liability current | 31,293 | 53,286 |
| Taxes payable | 3,427,863 | 3,250,473 |
| Due to related parties | 1,173,871 | 524,231 |
| Judgment debt payable | 150,000 | 488,586 |
| Class action settlement | 3,800,000 | - |
| Accrued expenses and other current liabilities | 1,555,723 | 1,256,969 |
| Total current liabilities | 11,941,760 | 7,274,565 |
| Non-Current Liabilities | ||
| Loans from third parties | 2,918,200 | 466,321 |
| Lease liability non-current | - | 31,084 |
| Total non-current liabilities | 2,918,200 | 497,405 |
| Total liabilities | 14,859,960 | 7,771,970 |
| Commitments and Contingencies | ||
| Shareholders’ Equity: | ||
| Preferred share, 2,000,000 shares authorized, no par value, nil and nil shares issued and outstanding as of June 30, 2026 and 2025, respectively | - | - |
| Common share, 50 billion shares authorized, no par value; 520,964 and 300,249 shares issued and outstanding as of June 30, 2026 and 2025, respectively* | 107,621,633 | 105,333,048 |
| Additional paid-in capital | 2,334,962 | 2,334,962 |
| Accumulated deficit | (100,481,098) | (94,597,445) |
| Accumulated other comprehensive losses | (768,792) | (596,914) |
| Total Shareholders’ Equity attributable to controlling shareholders of the Company | 8,706,705 | 12,473,651 |
| Non-controlling Interest | (1,099,170) | (2,016,719) |
| Total Equity | 7,607,535 | 10,456,932 |
| Total Liabilities and Equity | 22,467,495 | 18,228,902 |
Consolidated Statements of Cash Flows
| Description | Years ended June 30, 2026 | Years ended June 30, 2025 |
|---|---|---|
| Operating Activities | ||
| Net loss | (5,910,631) | (3,314,531) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation and amortization | - | 48,871 |
| Non-cash lease expense | 56,057 | 26,044 |
| Property and equipment written off | - | 133,765 |
| Gain on disposal of subsidiaries | (157,658) | - |
| Issuance of common shares for judgment debts | 188,585 | - |
| Changes in assets and liabilities | ||
| Notes receivable | 23,991 | (32,320) |
| Accounts receivable | (494,295) | (125,256) |
| Other receivables | - | 614 |
| Advances to suppliers | (19,245,984) | (1,025) |
| Prepaid expenses | (460,674) | 192,668 |
| Other long-term assets deposits | - | 188,789 |
| Due from related parties | - | 293,861 |
| Deferred revenue | - | (66,747) |
| Accounts payable | 193,637 | 62,704 |
| Taxes payable | 875 | (1,605) |
| Lease liability | (56,057) | (236,335) |
| Judgment debt payable | (338,586) | 488,586 |
| Class action settlement | 3,800,000 | - |
| Accrued expenses and other current liabilities | 771,753 | (350,765) |
| Net cash used in operating activities | (21,628,987) | (2,692,682) |
| Investing Activity | ||
| Proceeds from disposal of subsidiaries, net of cash | 108,331 | - |
| Net cash provided by investing activity | 108,331 | - |
| Financing Activities | ||
| Advance from a related party | 601,866 | - |
| Proceeds from issuance of common shares | 2,100,000 | 1,141,000 |
| Proceeds from third parties’ loans | 3,315,100 | 2,066,261 |
| Repayment of third parties’ loans | - | (600,000) |
| Net cash provided by financing activities | 6,016,966 | 2,607,261 |
| Net decrease in cash and restricted cash | (15,503,690) | (85,421) |
| Cash and restricted cash, beginning of year | 17,651,896 | 17,736,059 |
| Effect of changes of foreign exchange rate on cash and restricted cash | 3,024 | 1,258 |
| Cash and restricted cash, end of year | 2,151,230 | 17,651,896 |
| Representing: | ||
| Cash, end of year | 57,275 | 14,533,829 |
| Restricted cash, end of year | 2,093,955 | 3,118,067 |
| Total cash and restricted cash, end of year | 2,151,230 | 17,651,896 |
| Supplemental disclosure of cash flow information: | ||
| Income taxes paid | - | 30,230 |
| Interest paid | - | 41,914 |
| Supplemental disclosure of non-cash information: | ||
| Initial recognition of right-of-use asset and lease liability | - | 109,820 |
Amounts as printed on the EDGAR/iXBRL face. Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About Singularity Future Technology Ltd.
Source: Item 1 (Business) from the 10-K filed September 29, 2026. Description as filed by the company with the SEC.
Item
1. Business.
Overview
Singularity
Future Technology Ltd. (formerly Sino-Global Shipping America, Ltd.) is a global integrated logistics solution provider with a 25+ year
operating history, strategically positioned to serve industrial and commercial clients across North America, Greater China, and key global
trade corridors. Founded originally in the United States in 2001, the Company completed a corporate reorganization on September 18, 2007,
merging into the Virginia-domiciled public entity Sino-Global Shipping America, Ltd. On January 3, 2022, the Company formally updated
its corporate name to Singularity Future Technology Ltd. to reflect its strategic expansion beyond traditional maritime logistics into
new digital asset and technology-enabled service verticals, while retaining and scaling its core freight logistics franchise that remains
the foundation of its ongoing revenue base.
The
Company’s primary operating focus remains the provision of end-to-end, customized freight logistics services, with deep historical
specialization in supporting the global steel industry, complemented by broad coverage for cross-border trade clients across manufacturing,
retail, and e-commerce sectors. Trans Pacific Logistic Shanghai Ltd. and Trans Pacific Shipping Limited, based in China, oversee
all Asia-origin cargo coordination, mainland port agency operations, domestic inland transportation networks, and client relationship
management for Chinese industrial partners. The full end-to-end offering combines individual service components into a single coordinated
workflow for clients, covering:
Read full description ↓
1.
Inland cargo collection and pre-shipment consolidation at origin locations across China
2.
Full-container-load (FCL) and less-than-container-load (LCL) ocean freight booking and management
3.
Last-mile final delivery to client-designated industrial yards, retail warehouses, or end customer addresses
4.
Drop-shipping support for direct-to-consumer e-commerce brands, including label generation and shipment tracking
visibility for end recipients.
In addition, we plan to expand
our service ecosystem to include agricultural bulk commodities business, including sesame seeds, soybeans and other staple grain and oilseed
products that benefit directly from the Company’s pre-existing cross-border logistics network and port operation expertise.
Further, the Company also
plans to evaluate and potentially pursue the development of a large-scale U.S. platform for AI computing, hyperscale data center and high-performance
computing infrastructure and has entered into a non-binding development agreement relating to an approximately 900-acre industrial site
in Florence, South Carolina in August 2026.
The diagram below shows our
corporate structure as of the date of this report.
*
Unless otherwise indicated in the diagram, all the subsidiaries of the Company are wholly owned.
1
As of the date of this report,
the Company’s subsidiaries are as follows:
Name
Background
Ownership
Artificial Intelligence Regeneration Technology Co., Ltd
(Cayman Islands)
●
A Cayman Islands corporation
100% owned by the Company
●
Incorporated on November 18, 2024
●
No material operations
Artificial Intelligence Regeneration Technology Co., Ltd
(BVI)
●
A BVI corporation
100% owned by the Company
●
Incorporated on May 21, 2025
●
No material operations
Sino-Global Shipping New York Inc. (“SGS NY”)
●
A New York corporation
100% owned by the Company
●
Incorporated on May 3, 2013
●
No material operations
Sino-Global Shipping HK Ltd. (“SGS HK”)
●
A Hong Kong corporation
100% owned by the Company
●
Incorporated on September 22, 2008
●
No material operations
Trans Pacific Shipping Ltd. (“Trans Pacific Beijing”)
●
A PRC limited liability company
100% owned by the Company
●
Incorporated on November 13, 2007.
●
No material operations
Trans Pacific Logistic Shanghai Ltd. (“Trans Pacific
Shanghai”)
●
A PRC limited liability company
90% owned by Trans Pacific Beijing
●
Incorporated on May 31, 2009
●
Primarily engaged in freight logistics services
Gorgeous Trading Ltd (“Gorgeous Trading”)
●
A Texas corporation
100% owned by SGS NY
●
Incorporated on July 1, 2021
●
No material operations
SG Shipping & Risk Solution Inc, (“SGSR”)
●
A New York corporation
100% owned by the Company
●
Incorporated on September 29, 2021
●
No material operations
Singularity (Shenzhen) Technology Ltd.
●
A Mainland China corporation
100% owned by the Company
●
Incorporated on September 4, 2023
●
No material operations
Singularity Future Technology Virginia Inc.
●
A Virginia corporation
100% owned by Artificial Intelligence Regeneration Technology Co., Ltd (BVI)
●
Incorporated on September 11, 2025
●
No material operations
2
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, implemented a series of targeted capital control measures in subsequent months,
including stricter vetting procedures for China-based companies seeking to remit foreign currency for overseas acquisitions, dividend
payments, and shareholder loan repayments. In the years following this 2016 policy cycle, Chinese regulators have continued to refine
their cross-border capital flow management framework, building out a full suite of macro-prudential policy tools including offshore central
bank bill issuances, adjustments to cross-border financing regulatory parameters, and strengthened monitoring of speculative cross-border
arbitrage activity. As of 2026, against a market backdrop of widened Sino-U.S. yield differentials, sustained pressure from cross-border
capital flow volatility, and normalized two-way RMB exchange rate fluctuations, the PBoC and SAFE continue to deploy these calibrated,
market-oriented measures to prevent unidirectional, excessive capital outflows, curb disruptive one-sided currency speculation, and keep
the RMB exchange rate broadly stable at a reasonable and equilibrium level. This longstanding regulatory approach maintains consistent,
rigorous review protocols for foreign currency remittances related to outbound investments, shareholder loan repayments, and dividend
distributions by China-domiciled entities, creating a structured compliance environment that may introduce procedural delays, additional
documentation requirements, or restrictions on the timing and quantum of foreign currency conversion and remittance for our mainland operating
subsidiaries. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions
may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies
and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures
necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries
in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make
other payments.
In addition, the Enterprise
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.
3
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 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.
4
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 10 of this annual report for additional information.
5
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.”
Corporate History and Our Business
Segments
From inception in 2001 to
our fiscal year ended June 30, 2013, our sole business was providing shipping agency services. In general, we provided two types of shipping
agency services: loading/discharging services and protective agency services, in which we acted as a general agent to provide value added
solutions to our 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.
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.
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In 2021, the Company set
up a joint venture in Texas, Brilliant Warehouse Service Inc., to support its freight logistics services in the U.S., and a new subsidiary,
Gorgeous Trading Ltd., which mainly engages in smart warehouse and related business in Texas. Brilliant Warehouse Service Inc. was dissolved
on August 6, 2025.
On December 31, 2021, the
Company terminated its variable interest entity (“VIE”) structure and deconsolidated its formerly controlled entity Sino-Global
Shipping Agency Ltd. (“Sino-China”). The Company controlled Sino-China through its wholly owned subsidiary Trans Pacific Shipping
Limited. The Company dissolved the VIE structure, Sino-China and its subsidiary Sino-Global Shipping LA, Inc.
Our subsidiary, Ningbo Saimeinuo
Web Technology Ltd., which primarily engaged in transportation management and freight logistics services, including overseas shipping,
was dissolved on October 24, 2023. Our subsidiary, Blumargo IT Solution Ltd., was dissolved on April 17, 2024.
On 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.On
September 25, 2025, the Company entered into a share transfer agreement with a third party and disposed its subsidiary, New Energy Tech
Limited, for a consideration of $2.7 million.
In August 2026, the Company
entered into a non-binding strategic development framework agreement (the “Framework Agreement”) with Florence Development
LLC relating to an approximately 900-acre industrial site in Florence, South Carolina. The Framework Agreement establishes a framework
for the parties to evaluate and, if mutually acceptable, potentially pursue the development of a large-scale U.S. platform for AI computing,
hyperscale data center and high-performance computing infrastructure. Except for certain binding provisions relating to exclusivity, confidentiality,
publicity, representations, expenses, term, remedies and governing law, the Framework Agreement is non-binding and does not obligate either
party to consummate any transaction. Any definitive transaction would be subject to the completion of satisfactory due diligence, utility
confirmation, financing availability, governmental and corporate approvals, and the negotiation and execution of definitive agreements.
There can be no assurance that a definitive agreement will be reached or that the contemplated project will be completed on the terms,
timetable or scale currently contemplated, or at all.
The approximately 900-acre
site is expected to provide substantial room for phased infrastructure development if the project proceeds. Based solely on preliminary
information provided by the counterparty and subject to further verification and utility confirmation, approximately 25MW of existing
or near-term grid capacity has been identified in connection with the site. The parties also intend to explore a utility expansion pathway
that could potentially increase total grid capacity to as much as approximately 99MW within an anticipated 24-month period; however, no
such expansion is guaranteed under the Framework Agreement, and any expansion would be subject to utility studies, interconnection approvals,
construction, regulatory approvals and other conditions, any of which could result in delays, increased costs or inability to achieve
the targeted capacity.
The current concept contemplates
using only a portion of the property for an initial phase, preserving the majority of the acreage for potential future expansion. If the
project were to be successfully developed, the broader campus could potentially support additional AI computing clusters, data center
capacity, energy storage and related infrastructure over multiple phases. However, there can be no assurance that development beyond an
initial phase, if any, will occur.
Our Strategy
Our strategy is to:
●
Provide better solutions for issues and challenges faced by the entire shipping and freight logistics chain
to better serve our customers and explore additional growth avenues.
●
Diversify our current service offerings organically or through acquisitions and/or strategic alliance; continue
to grow our business in the U.S. market;
●
Continue to streamline our business practice, optimize our cost structure and improve our operating efficiency
through effective planning, budgeting, execution and cost control and strengthening our IT infrastructure;
●
Continue to monetize our relationships with our strategic partners and leverage their support and our innovation
to expand our business;
●
Continue to explore cutting-edge technologies in
new energy, such as the development of high-efficiency solar panel materials and innovative waste recycling processes, and actively acquire
small new energy companies with potential to rapidly expand our business footprint;
●
Use vivid cases and data to showcase the company’s
outstanding achievements in the field of new energy and attract public attention, and organize new energy science activities to enhance
brand reputation and social responsibility; and
●
Develop customized sales plans for different customer
groups and cooperate with financial institutions to launch new energy project financing services to reduce customer costs and promote
sales growth.
In addition, the launch and
scaling of our commodities trading business is expected act as a high-impact lever to diversify our overall revenue base, reducing concentration
risk from our traditional freight contracts with a small set of large legacy logistics clients. The new trading vertical is expected bring
a large, diversified base of commodity producer, distributor, and wholesale customers, balancing our revenue mix, lowering overall customer
concentration, and improving the long-term stability of our cash flows.
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Our Goals and Strategic Plan
By leveraging our extensive
business relationships, technical ability and in-depth knowledge of the shipping industry, our goal is to further strengthen our position
as a leading global logistics solution provider who offers innovative resolutions to better address complex issues in different aspects
in the entire shipping and freight logistics chain.
Meanwhile, we plan to build
a solar energy production facility in the United 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 to cooperate with
the government to participate in projects and obtain support.
Additionally, building on
our existing freight network and end-to-end supply chain capabilities, we plan to roll out our agricultural commodities trading business
that is natively connected to our logistics service ecosystem. This new business line is expected to initially focus on sourcing, distributing
and facilitating the trade of high-demand agricultural commodities tied to high-conviction trade opportunities identified by management.
Unlike standalone trading operators, we plan to deliver unique competitive advantages by embedding our in-house freight, customs clearance,
warehousing and last-mile delivery services directly into the trading value chain, reducing cross-party friction, lowering overall transaction
costs, and delivering more reliable fulfillment for both producers and end buyers of agricultural commodities
Our Customers
Our main customer for the
fiscal years ended June 30, 2026 and 2025 was Chongqing Iron & Steel Ltd. For the years ended June 30, 2026 and 2025, Chongqing Iron
& Steel Ltd. accounted for 100% and 94.4% of the Company’s revenues, respectively.
Our Suppliers
Our operations consist of
working directly with our customers to understand in detail their needs and expectations and then managing local suppliers to ensure that
our customers’ needs are met. For the year ended June 30, 2026, two suppliers accounted for approximately 28.5% and 18.2% of the
total purchases. For the year ended June 30, 2025, three suppliers accounted for approximately 34.4%, 16.3%, and 10.5% of our total purchases,
respectively.
Our Strengths
We believe that the following
strengths differentiate us from our competitors:
●
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.
●
A competent professional team. Most of our employees have marine business experience, and many of
our managers/chief operators served in other large Chinese shipping companies prior to joining us. With these professionals and experienced
staff, we believe that we provide the best services to our customers at competitive prices.
●
Extensive network and positive industry recognition. Doing business in China often requires a strong
business network and support of key strategic partners. The Company served as one of the executive directors of China Association of Shipping
Agencies & Non-Vessel-Operating Common Carriers (CASA), the authoritative industry association in China. We are the only non-state-owned
enterprise represented on the CASA board guiding the development of the industry. Our good reputation and industry recognition enables
us to maintain strong relationships with our business partners and have an extensive network of contacts throughout the industry, which
helps us gain necessary support to execute our business plans.
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●
Lean organization and a flexible business model. Although we are a small business with limited resources,
we have a cohesive and effective organizational structure with the goal of maximizing customer value while minimizing waste. Our unique
flexible business model allows us to quickly respond to changing market demand and offer our customers innovative problem-solving solutions,
quality customer service, and competitive prices to achieve greater market acceptance and gain additional market share.
●
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.
Our Opportunities
For more 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 achieving continuous 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 bridge the asset-based world with the digital world. We shape our industry practice and profit model
by analyzing wider developments both in the global markets and the technology industry so we can address unique problems that are currently
pervasive across the shipping and freight logistics industry.
We believe we can capture
the business opportunity and grow our business organically or through acquisitions or strategic alliance by:
●
Continuing to streamline our business operations and improve our operating efficiency through innovative
technology, effective planning, budgeting, execution and cost control;
●
Diversifying our business to focus on providing innovative technology-based solution to our customers to
promote our sustainable business growth;
The current 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 enables companies like us who has better resources in this market niche to expand.
Our Challenges
We face significant challenges
when executing our strategy, including:
●
Given the complexity and length of restructuring our business, we face the challenge of generating sufficient
cash from our current business activities to support our daily operations during the transition;
●
We may not be able to establish a separate department to solve critical issues in today’s shipping
logistics industry;
●
We may not be able to manage our growth when we form more joint ventures for our shipping agency business
as we need to better our standard operating and control procedures which may pose more challenges to our management.
●
We may not have or not be able to get the necessary funds to continue to expand our service and market our
services successfully;
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●
Our ability to respond to increasing competitive pressure on our growth and margins;
●
Our ability to gain further expertise and to serve new customers in new service areas;
●
From time to time, we may have difficulty carrying out services effectively and in a profitable way due to
the cyclical nature of the shipping industry, which could lead to a prolonged period of sluggish demand for our services;
●
Our ability to respond promptly to a changing regulatory environment, macroeconomic conditions, industry
trends, and competitive landscape; and
●
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.
Our Competition
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 competition
in China, there are many companies ranging from small to large that provide freight logistics services, and the state-owned companies
in China generate a significant portion of the revenues in the industry. Our primary competitors in China are the China branches of international
shipping companies or their exclusive agents in China. These companies include Evergreen Marine Corp., Orient Overseas Container Line,
Ocean Network Express which includes Kawasaki Kisen Kaisha, Ltd, Mitsui O.S.K. Lines and Nippon Yusen Kabushiki Kaisha. The competition
is intense due to the significant excess capacity. These companies have greater service capabilities, a larger customer base and more
financial, marketing, network and human resources than we do. Most of them engage in a wide range of businesses and involve many aspects
of the industry chain. However, we focus on providing tailored solutions and value-added services to customers in freight logistic services.
As a boutique company with limited resources and history, we face intense competition. Our ability to grow in our industry depends on
(1) our deep understanding of the complexity of industry issues and challenges and (2) our ability to develop optimal solutions to respond
to the identified issues and provide effective problem-solving strategies to our targeted customers.
In terms of our competition
in the United States, the freight logistics services industry is well developed, highly fragmented, and competition is fierce nationwide.
Our primary competitors in the U.S. are local warehouse services providers and freight forwarding companies in Houston, for example, Bizto
LLC, Golden Eagle Guns LLC, and Smart Supply Chain. Competition in the freight logistics services industry is driven by factors such as
price, service quality, technology, and geographic reach. Companies that can offer a combination of these factors are often more competitive
in the market. Additionally, companies that can adapt to changing 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.
Employees
As of the date of this Report,
we have 10 full-time employees, eight of whom are based in China and two are based in the United States. Of the total full-time employees,
four are in management, two are in operations, two are in finance and accounting related and two are in administration and technical support.
We believe that our relationship with our employees is good. We have never had a work stoppage, and our employees are not subject to a
collective bargaining agreement.
Intellectual
Property
As of the date of this Report,
we do not have any registered patents, copyrights, or trademarks. We have seven registered domain names, including our corporate website
https://www.singularity.us/.