NASDAQ: SGLY

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

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

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, 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
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 15 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.”

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.

Special 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 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.

6

Executive Changes

On July 31, 2024, Mr. Haotian
Song resigned from his position as a vice president of the Company and as a director of the Board.

On August 6, 2024, the Company
appointed Ms. Jia Yang as a vice president of the Company and as a director of the Board to fill the vacancy resulting from Mr. Haotian
Song’s resignation.

On November 16, 2024, Mr.
Ziyun Liu resigned from his position as the CEO of the Company and as a director and the chairman of the Board. On November 18, 2024,
the Company appointed Ms. Jia Yang as the CEO of the Company and the chairwoman of the Board to fill the vacancy resulting from Mr. Ziyun
Liu’s resignation.

On November 18, 2024, the Company appointed Mr. Jinhao Pang as the
manager of the Technology Department of the Company and an executive director of the Board.

On February 20, 2025, Mr.
Ying Cao resigned from his position as the chief financial officer (“CFO”) of the Company.

On February 21, 2025, the board of directors of the Company appointed
Mr. Chee Jiong Ng as the CFO of the Company to fill the vacancy resulting from Mr. Ying Cao’s resignation.

Entry into a Material Definitive Agreement

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”).

The
Warrants are exercisable immediately upon the date of issuance at an initial exercise price of $1.165, for cash. The Warrants may also
be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement
registering, or no current prospectus available for, the resale of the shares of Common Stock underlying the Warrant. The Warrants shall
expire five years from its date of issuance. The Warrants are subject to customary anti-dilution provisions reflecting capitalizations
and subdivisions or other similar transactions.

The
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.

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.

Registered Direct
Offering

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.

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.

In
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.

The
Company currently intends to use the net proceeds from the Offering for working capital and general corporate purposes. The Offering closed
on January 27, 2025.

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.

7

Litigation

Crivellaro v. Singularity
Future Technology Ltd.

As
previously disclosed, on December 9, 2022, Piero Crivellaro, purportedly on behalf of the persons or entities who purchased or acquired
the publicly traded common stock of the Company between February 2021 and November 2022, brought a putative class action, Crivellaro
v. Singularity Future Technology Ltd., 22-cv-7499-BMC, against the Company and a dozen related person and entities in the United
States District Court for the Eastern District of New York (the “Court”). Plaintiffs alleged violations of the U.S. federal
securities laws by the Company. Plaintiffs seek damages, plus interest, costs, fees, and attorneys’ fees. The Company filed a motion
to dismiss on November 20, 2023.

On December 17, 2024,
the Court issued an order that partially denied the motions to dismiss filed by the Company and its former chief executive officer, Yang
Jie, arising from various statements made by Yang Jie about two allegedly fraudulent transactions. The rest of the motions are granted.
On January 2, 2025, the Company filed an answer to the Second Amended Class Action complaint.

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

On
September 22, 2025, the Court imposed a temporary restraining order on the Company, pursuant to which the Company and the Ms. Jia Yang,
CEO of the Company, (i) were mandated to transfer $6,250,000 amount, plus interest, from the Company’s Silk Road Bank account in
Djibouti to the Company’s Bank of America account in the United States by September 23, 2025; (ii) were mandated to file a status
report which identifies the balance of the Bank of America account every Friday until October 9, 2025; and (iii) are prohibited from taking
any further steps toward consummating the merger described in the Company’s Schedule 14-A filed with the SEC and from participating
in any other transaction which might have the effect of divesting this Court’s jurisdiction over the Company and its assets.

As of the date of this report, the Company has requested that Silkroad
International Bank S.A. (“Silkroad”) transfer a total of $6.3 million to the Company’s Bank of America account. 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.

Huang v. Singularity
Future Technology Ltd.

As previously disclosed, in February 2024, Zhikang Huang, a former
officer and director of the Company, filed a lawsuit against the Company in the Circuit Court for the City of Richmond. In the complaint,
Zhikang Huang claimed that the Company failed to compensate him for the severance payment, his two months’ salary and the incentive-based
bonus. 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.

Levy v. Singularity
Future Technology Ltd.

As previously disclosed,
on January 18, 2024, John F. Levy (“Levy”), a former member of the Board of the Company, filed a claim against the Company
in the Court, Levy v. Singularity Future Technology Ltd. f/k/a Sino-Global Shipping America Ltd., 24-cv-0384-NG-JMW (the “Lawsuit”).
On April 1, 2025, Levy and the Company entered into a confidential settlement and mutual release agreement to fully resolve the Lawsuit
(the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid a sum of one hundred and fifty thousand
dollars ($150,000) to Blank Rome LLP, which was counsel to Levy. On April 17, 2025, the stipulation to dismiss the Lawsuit with prejudice
was filed with the Court. On April 18, 2025, this Lawsuit was terminated.

8

Government Investigations

Following the publication
of the Hindenburg Report, the Company received subpoenas from the United States Attorney’s Office for the Southern District of New
York and the United States Securities and Exchange Commission (the “SEC”). The Company cooperated with these governmental
authorities regarding these matters. The Company is not able to estimate the outcome or duration of the government investigations. As
of the date of this report, the Company has not received any updates.

On February 28, 2023, the
audit committee of the Company, after discussion with the management of the Company, and in consultation with the Company’s independent
registered public accounting firm, concluded that the Company’s previously issued financial statements for the fiscal year ended
June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2021 (the “2021 Form
10-K”) should no longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party
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”).

On June 17, 2024, the Company
received a subpoena from the SEC requesting the production of certain documents related to an investigation by the SEC regarding the Restatements
(the “Investigation”). Because the Investigation is at an early stage, the Company cannot predict its outcome, duration, or
any potential consequences at this time. The SEC has not advised the Company that it has concluded any legal violation has occurred, but
any Investigation potentially could result in government enforcement actions and, to civil and/or criminal sanctions under relevant laws.
The Company intends to cooperate with the SEC with respect to the Investigation.

On
January 17, 2025, after cooperating with the Investigations, the Company reached a resolution with the SEC regarding the aforementioned
matters.

The
SEC approved the Company’s Offer of Settlement and issued its Cease-and-Desist Order (the “SEC Order”) dated January
17, 2025, with respect to certain violations related to the Company’s financial reporting, accounting, books and records, and internal
controls. Pursuant to the terms of the SEC Order, the Company will pay a civil monetary penalty of $350,000 to the SEC, comply with certain
undertakings to remediate its material weaknesses in the internal control and disclosure deficiencies by June 30, 2026, and cease and
desist any violations of Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), of the Securities Exchange Act of 1934 and Rules 12b-20, 13a-1,
13a-13, and 13a-15 thereunder. In the event the Company fails to comply with these undertakings, the Company shall, by December 31, 2026,
pay an additional civil monetary penalty of $1,000,000 to the SEC.

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

Nasdaq Listing Deficiencies

On July 7, 2023, the Company
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.

9

On July 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 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 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 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).

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.

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.

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.

10

From 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 bans 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.

The following subsidiaries
or joint ventures have no operations as of the date of this report: LSM Trading Ltd., Singularity (Shenzhen) Technology Ltd., Phi Electric
Motor, Inc. in New York, SG Shipping & Risk Solution Inc., in New York and SG Link LLC in New York.

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.

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 reduce our dependency on our legacy business and few key customers;

●
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.

11

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.

Our Customers

Our main customer for the
fiscal years ended June 30, 2025 and 2024 was Chongqing Iron & Steel Ltd. For the years ended June 30, 2025 and 2024, Chongqing Iron
& Steel Ltd. accounted for 94.4% and 77.2% 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, 2025, three suppliers accounted for approximately 34.4%, 16.3%, and 10.5%
of our total purchases, respectively. For the year ended June 30, 2024, two suppliers accounted for approximately 21.2% and 20.1% 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.

12

●
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.

In terms of the new Solar
Panel Business, the United States has a developed steel industry and has a certain demand for scrap steel. On the one hand, domestic steel
production in the United States consumes scrap steel, especially when iron ore prices fluctuate, steel mills may increase the use of scrap
steel to reduce costs; on the other hand, the demand for steel in the manufacturing industry and other industries in the United States
also indirectly drives the demand for scrap steel. For example, the construction industry and the automobile manufacturing industry are
all large consumers of steel, and the development of these industries will increase the demand for scrap steel.

It is 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.

13

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;

●
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.

14

Employees

As of the date of this Report,
we have 11 full-time employees, eight of whom are based in China and three are based in the United States. Of the total full-time employees,
four are in management, two are in operations, three 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/.