Singularity Future Technology Ltd
For the period ended Jun 30, 2025. Filed Oct 14, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Oct 14, 2025
SGLY$0.40-4.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-06-30; filed 2024-10-15.
0001213900-24-087619
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-06-30; filed 2025-10-14.
0001213900-25-098514
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 85 previous paragraphs and 87 current paragraphs.
36 unchanged; 11 reworded; 38 added; 38 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 10 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (38)
Current report
On January 17, 2025, after cooperating with the Investigations, the Company reached a resolution with the SEC regarding the aforementioned matters.
Current report
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.
Current report
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.
Current report
Levy v. Singularity Future Technology Ltd.
Current report
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.
Current report
Crivellaro v. Singularity Future Technology Ltd.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Huang v. Singularity Future Technology Ltd.
Current report
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.
Current report
Entry into a Material Definitive Agreement
Current report
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”).
Current report
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.
Current report
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.
Current report
Registered Direct Offering
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
Revenues from Freight Logistics Services
Current report
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. Our selling expenses decreased by approximately $7,201, or 2.9%, to $0.2 million for the year ended June 30, 2025 from $0.3 million for the same period of last year. The decrease was mainly attributable in the decrease in freight volume which, in turn, reduced selling activities.
Current report
Our general and administrative expenses consist primarily of salaries and benefits, travel expenses for our administration department, office expenses, and regulatory filing and professional service fees for auditing, legal and IT consulting. Our general and administrative expenses decreased by approximately $2.5 million, or 50.0%, to $2.5 million for the year ended June 30, 2025 from $5.0 million for the same period of last year. Since closure of business operation in U.S., the management undertook significant cost cutting initiatives reducing all categories of general administrative expenses across the board.
Current report
Allowance for credit losses, net
Current report
Our allowance for credit losses decreased by approximately $87,629, or 100%, to nil for the year ended June 30, 2025, from allowance for credit losses of $87,629 for the same period of last year. For the year ended June 30, 2025, allowance for credit losses were fully provided in fiscal 2024.
Current report
Interest income
Current report
Interest income increased by approximately $0.1 million, or 100%, to approximately $0.1 million for the year ended June 30, 2025 from nil for the same period of last year, which was mainly related to interest earned on term deposit placed with East West Bank.
Current report
Interest expenses
Current report
Interest expenses increased to $0.1 million, or 100%, to $0.1 million for the year ended June 30, 2025 from nil for the same period of last year. As of June 30, 2025, loans from third parties amounted to $1.5 million with a weighted average interest rate of 12% per annum and a weighted average maturity of one year.
Current report
Judgment debt expenses
Current report
We recorded $0.6 million in judgment debt expenses for the year ended June 30, 2025, compared to nil in judgment debt expenses for the same period of last year. Judgment debt expenses mainly related to a judgment passed in January 2025 against the Company and in favor of plaintiff. In February 2024, Zhikang Huang, a former officer and director of the Company, filed a lawsuit against the Company in the Circuit Court for the City of Richmond. In the complaint, Zhikang Huang claimed that the Company failed to compensate him for the severance payment, his two months’ salary and the incentive-based bonus. 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 $488,586, with interest accruing from the date of the judgment. On April 23, 2025, said Virginia judgment was filed in the Supreme Court of New York, County of Westchester and entered in New York in favor of Zhikang Huang and against the Company in the amount of $488,586 with interest accruing from January 31, 2025. Also, there was a settlement expenses with John Levy of $150,000. As previously disclosed, on January 18, 2024, John F. Levy (“Levy”), a former member of the Board of the Company, filed a claim against the Company in the Court,Levy v. Singularity Future Technology Ltd. f/k/a Sino-Global Shipping America Ltd., 24-cv-0384-NG-JMW (the “Lawsuit”). On April 1, 2025, Levy and the Company entered into a confidential settlement and mutual release agreement to fully resolve the Lawsuit (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company paid a sum of one hundred and fifty thousand dollars ($150,000) to Blank Rome LLP, which was counsel to Levy. On April 17, 2025, the stipulation to dismiss the Lawsuit with prejudice was filed with the Court. On April 18, 2025, this Lawsuit was terminated.
Current report
Other income, net
Current report
Other income, net, decreased by $13,413, or 14.8%, to $77,236 for the year ended June 30, 2025 from $90,649 for the year ended June 30, 2024, which mainly related to reduced exchange gain**.**
Current report
Income tax expenses
Current report
Net cash provided by financing activities for the year ended June 30, 2025 was proceeds of $2.1 million from third parties loans and proceeds of $1.1 million from issuance of 0.7 million common shares, as partially offset by repayment of $0.6 million third parties’ loans.
Removed paragraphs (38)
Previous report
Impact of COVID-19
Previous report
The outbreak of the COVID-19 virus (“COVID-19”) starting from late January 2020 in the PRC spread rapidly to many parts of the world. In March 2020, the World Health Organization declared COVID-19 as a pandemic.
Previous report
In early December 2022, the Chinese government eased its strict control measures for COVID-19, which led to a surge in increased infections and disruptions in our business operations. In 2023, our China operation continued to suffer from the impact of COVID-19, although to a lesser extent. The impact of any future impact of COVID-19 on the Company’s China operational results will depend on, to a large extent, on the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact, almost all of which are beyond our control.
Previous report
The impact of COVID-19 on our business, financial condition, and results of operations include, but are not limited to, the following:
Previous report
Although the impact of COVID-19 on our operations decreased in 2023, such impact still exists and may continue to exist for an unforeseeable period of time. The impact of any future spread of COVID-19 on the Company’s China operation will depend, to a large extent, on the duration and resurgence of COVID-19 variants and the actions taken by government authorities to contain COVID-19 or treat its impact, almost all of which is beyond our control.
Previous report
Revenues
Previous report
Revenues decreased by $1,402,042, or approximately 30.9%, to $ 3,136,681 for the year ended June 30, 2024 from $4,538,723 for the year ended June 30, 2023. The decrease was primarily due to decreased revenue from our sale of crypto mining equipment and the decline in revenues of our freight logistics services. Revenues from our logistics services business decreased by $669,477, or approximately 17.6%, to $3,136,681 for the year ended June 30, 2024 from $3,806,158 for the year ended June 30, 2023.The Company ceased to sell crypto-mining equipment since January 1, 2023.
Previous report
The following tables present summary information by segments for the years ended June 30, 2024 and 2023:
Previous report
Revenues
Previous report
Freight Logistics Services
Previous report
Sales of Crypto Mining Machines
Previous report
On January 10, 2022, Thor Miner entered into a purchase and sale agreement with SOSNY, a wholly owned subsidiary of SOS Ltd. Pursuant to the agreement, Thor Miner agreed to sell to SOSNY certain cryptocurrency mining hardware and other equipment. The total purchase price was $200,000,000 and the purchase was expected to be completed under separate purchase orders. We recognized the sales of cryptocurrency mining equipment based on a net basis as the manufacturer of the products was responsible for shipping and custom clearing for the products. The net revenue amounted to $732,565 for the years ended June 30, 2023. We ceased to sell crypto-mining equipment since January 1, 2023.
Previous report
Operating Costs and Expenses
Previous report
Operating costs and expenses decreased by $10,074,632 or approximately 52.7% from $9,058,885 for the year ended June 30, 2024 compared to $19,133,517 for the year ended June 30, 2023. This decrease was mainly due to the decrease in general and administrative expenses, provision for doubtful accounts, stock-based compensation and impairment loss of investment as more fully discussed below.
Previous report
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the year ended June 30, 2024, we had $252,278 in selling expenses, as compared to $232,569 for the year ended June 30, 2023, which represents an increase of $19,709 or approximately 8.5%. The increase was mainly due to an increase in salaries as we added to employees and incurred increased marketing expenses for the freight logistics segment for our sales team.
Previous report
Our general and administrative expenses consist primarily of salaries and benefits, travel expenses for our administration department, office expenses, and regulatory filing and professional service fees for auditing, legal and IT consulting. For the year ended June 30, 2024, we had $5,031,852 of general and administrative expenses, as compared to $11,572,888 for the year ended June 30, 2023, representing a decrease of $6,541,036 or approximately 56.5%. The decrease was mainly due to the decreased lawyer fees of $4,633,711 which mainly related to legal fees relating to the Company’s special committee’s investigation of claims of alleged fraud, misrepresentation, and inadequate disclosure raised in the Hindenburg Report and other related matters incurred in the last fiscal year.
Previous report
Impairment Loss of Fixed Assets and Right of Use Assets
Previous report
We recorded impairment losses of nil and $$33,469 for the year ended June 30, 2024 and 2023.
Previous report
We recorded no impairment charges related to fixed assets and right of use assets during the years ended June 30, 2024.
Previous report
Impairment Loss of Investment
Previous report
The Company recorded $128,369 for the year ended June 30, 2023 due to the impairment of the Company’s investment in LSM Trading Ltd. No impairment loss was recorded for the year ended June 30, 2024.
Previous report
Provision for Doubtful Accounts, Net of Recovery
Previous report
Our total bad debt expenses amounted to approximately $87,629 for the year ended June 30, 2024, mainly due to the bad debt provision of $50,000 due the early termination of a lease agreement in Jericho, New York.
Previous report
Our total bad debt expenses amounted to approximately $2.8 million for the year ended June 30, 2023, mostly due to a $3 million wire transfer made by our former COO, Jing Shan to Goalowen Inc. on May 5, 2023 without the Board’s authorization, as payment for the transfer by Goalowen to the Company of an operating income right to be derived from fishing activities. The Company has demanded the return of the $3 million but has not been successful. As of June 30, 2023, the Company reviewed the unauthorized transfer, evaluated the collection possibility, and decided to provide 100% allowance provision with amount of USD 3 million.
Previous report
Stock-based Compensation
Previous report
Stock-based compensation was nil and $329,778 for the year ended June 30, 2024 and 2023, and we did not issue any stock compensation to employees and directors in the fiscal year of 2024.
Previous report
Since these entities did not have any active operations prior to their disposal, the disposal did not represent a strategic change in the Company’s business. As such, the disposal was not presented as a discontinued operation.
Previous report
Lawsuit settlement expenses
Previous report
We recorded $8.4 million in lawsuit settlement expenses for the year ended June 30, 2023, compared to nil in lawsuit settlement expenses for the year ended June 30, 2024. The expenses were related to thelawsuitsin connection with the Securities Purchase Agreement and the Financial Advisory Agreement described inItem 1. Business – Litigation.
Previous report
Other Expenses, Net
Previous report
Other income, net was $90,649 for the year ended June 30, 2024, which mainly consisted of interest income of $185,626 and exchange loss of $ 119,992, as compared to $74,989 for the year ended June 30, 2023, which mainly consisted of interest expense for our convertible debt of approximately $250,000 and the gain on disposal of right of use assets and fixed assets of $190,897**.**
Previous report
Taxes
Previous report
We have incurred a cumulative U.S. federal net operating loss (“NOL”) of approximately $41,700,000 as of June 30, 2023, which may reduce future federal taxable income. The NOL generated for the year ended June 30, 2024 amounted to approximately $5,500,000. The Tax benefit derived from this NOL was approximately $1,155,000. As of June 30, 2024, our cumulative NOL amounted to approximately $47,200,000.
Previous report
Our operations in China have incurred a cumulative NOL of approximately $1,703,000 as of June 30, 2023, which was mainly from net losses. During the year ended June 30, 2024, we generated an additional NOL of approximately $359,000 due to increased third party service cots as a result of our special committee’s investigation. Our PRC subsidiaries’ cumulative NOL amounted to approximately $2,062,000 as of June 30, 2024, which may reduce future taxable income and will expire by 2026.
Previous report
We periodically evaluate the likelihood of the realization of our deferred tax assets and reduce the carrying amount of the deferred tax assets by a valuation allowance to the extent we believe a portion will not be realized. Management considers new evidence, both positive and negative, that could affect our future realization of deferred tax assets including our recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and other relevant factors. We determined that it is more likely than not our deferred tax assets would not be realized due to uncertainty on future earnings as a result of the Company’s reorganization and venture into new businesses. We provided a 100% allowance for deferred tax assets as of June 30, 2024. The net increase in valuation for the year ended June 30, 2024 amounted to approximately $1,196,000 based on management’s reassessment of the amount of our deferred tax assets that are more likely than not to be realized.
Previous report
Our net cash used in operating activities was approximately $33.6 million for the year ended June 30, 2023. The operating cash outflow for the year ended June 30, 2023 was primarily attributable to our net loss of approximately $23.1 million which included a $8.4 million lawsuit settlement. Our cash outflow also included deferred revenue of approximately $6.9 million where we realized revenue from the sale of crypto mining equipment and a decrease in refund payable of $13.0 million as a result of the settlement payment to SOSNY, offset by cash inflow consisting of advance to a related party supplier of approximately $6.2 million which we realized as the cost for the sale of cryptocurrency equipment.
Previous report
Net cash used in investing activities was approximately $2.2 million for the year ended June 30, 2023. This is mainly due to an amount of $3.0 million paid to Goalowen Inc. with an operating income right transfer contract. We also had cash inflows from repayment of a loan receivable of approximately $0.5 million from Qinggang Wang and Lei Cao, who are related parties, and $0.09 million from the sale of property and equipment, and repayments from related parties of approximately $0.3 million.
Previous report
Financing activities for the year ended June 30, 2023 was mainly payment of $2.1 million for fair value of shares to be cancelled in our legal settlement.
Reworded paragraphs (11)
Previous wording
On February 9, 2024, the Company effectuated a 1-for-10 reverse stock split of its common stock. Beginning on February 12, 2024, the Company’s common stock trades on The Nasdaq Stock Market on a split adjusted basis. Upon effectiveness of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued. Instead, any fractional shares that would have resulted from the split was rounded up to the next whole number. Trading in the common stock continues on the Nasdaq Stock Market under the symbol “SGLY”. The new CUSIP number for the common stock following the reverse stock split is 82935V 307. The reverse stock split was intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ Stock Market. The reverse stock split did not affect the number of total authorized shares of common stock of the Company.
Current wording
On February 9, 2024, the Company effectuated a 1-for-10 reverse stock split of its common stock. Beginning on February 12, 2024, the Company’s common stock trades on The Nasdaq Stock Market on a split adjusted basis. Upon effectiveness of the reverse stock split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued. Instead, any fractional shares that would have resulted from the split were rounded up to the next whole number. Trading in the common stock continues on the Nasdaq Stock Market under the symbol “SGLY”. The new CUSIP number for the common stock following the reverse stock split is 82935V 307. The reverse stock split was intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ Stock Market. The reverse stock split did not affect the number of total authorized shares of common stock of the Company.
Previous wording
Freight logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics services were $3,136,681 for the year ended June 30, 2024, a decrease of $669,477, or approximately 17.6%, as compared to $3,806,158 for the year ended June 30, 2023. The decrease in shipping revenue of approximately $826,331 from our U.S. subsidiary, Brilliant Warehouse was due to the decline of business volume, offset in part to an increase of revenue from our PRC operation of approximately $156,854 was due to increase several new customers.
Current wording
Freight logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics services decreased by approximately $1.3 million, or approximately 42.2%, to $1.8 million for the year ended June 30, 2025 from $3.1 million for the year ended June 30, 2024. The decrease was mainly caused by shipping revenue declined $0.5 million from our U.S. subsidiary, Brilliant Warehouse, due to closure of operations in fiscal 2024 and $0.9 million declined in revenue from our PRC subsidiaries as the tariff wars caused significant decline in business volume. For the year ended June 30, 2025, the Company generated all of its revenue in PRC.
Previous wording
Cost of revenues for our freight logistics services segment mainly consisted of freight costs to various freight carriers, cost of labor, warehouse rent and other overhead and sundry costs. Cost of revenues for our freight logistics services segment was $3,614,947 for the year ended June 30, 2024, a decrease of $375,707, or approximately 9.4%, as compared to $3,990,654 for the year ended June 30, 2023 as a result of reduced activity in our truck dispatch business. We determined to restrict this business to large customers in order improve profitability.
Current wording
Cost of revenues for our freight logistics services mainly consisted of freight costs to various freight carriers, cost of labor, warehouse rent and other overhead and sundry costs. Cost of revenues for our freight logistics services decreased by approximately $1.9 million, or 51.3%, to approximately $1.8 million for the year ended June 30, 2025 from approximately $3.6 million. The closure of U.S. subsidiary, Brilliant Warehouse in fiscal 2024 which significant reduced cost of revenue by $1.0 million. The cost from our PRC subsidiaries declined by $0.8 million mainly contributed by decline in business volume as a result of tariff wars.
Previous wording
Our gross margin was (15.2%) and 12.1% for the years ended June 30, 2024 and 2023, respectively. This decrease in gross margin was mainly due to decreased revenue from our freight logistics business and ceased to sell crypto-mining equipment since January 1, 2023.
Current wording
Our gross margin was 2.8% from our PRC subsidiaries for the year ended June 30, 2025 which declined by 0.5% from 3.4% for the year ended June 30, 2024 due to marginal increase in freight costs. Our gross margin was (15.2%) for the year ended June 30, 2024, which was mainly due to decreased revenue from our freight logistics business and ceased to sell crypto-mining equipment since January 1, 2023.
Previous wording
We recorded an impairment loss of $72,179 and $18,279 for the year ended June 30, 2024 and 2023 respectively, for the cryptocurrencies held by us as the ownership of the cryptocurrencies could not be verified.
Current wording
We recorded an impairment loss of nil and $72,179 for the year ended June 30, 2025 and 2024 respectively, for the cryptocurrencies held by us as the ownership of the cryptocurrencies could not be verified.
Previous wording
Loss from disposal of subsidiaries and VIE
Current wording
Gain from disposal of subsidiaries and VIE
Previous wording
On October 24, 2023, February 19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of Ningbo Saimeinuo Web Technology Ltd., Thor Miner Inc. and Blumargo It Solution Ltd., respectively. Total gain from the three disposals was $ 359,781.
Current wording
On October 24, 2023, February 19, 2024 and April 17, 2024, the Company dissolved its subsidiaries of Ningbo Saimeinuo Web Technology Ltd., Thor Miner Inc. and Blumargo It Solution Ltd., respectively. Total gain from the three disposals was $359,781. No such disposal for the year ended June 30, 2025.
Previous wording
Our income tax expenses amounted to nil and $135,855 for the years ended June 30, 2024 and 2023, respectively.
Current wording
Our income tax expenses amounted to $30,230 and nil for the years ended June 30, 2025 and 2024, respectively. The income tax expenses mainly attributable to interest income earned from terms deposits.
Previous wording
As a result of the foregoing, we had a net loss of $5,471,774 for the year ended June 30, 2024, compared to a net loss of $23,098,342 for the year ended June 30, 2023. After the deduction of non-controlling interest, net loss attributable to us was $5,108,528 for the year ended June 30, 2024, compared to $22,996,846 for the same period in 2023. Comprehensive loss attributable to us was $5,039,492 for the year ended June 30, 2024, as compared to $22,952,349 for the year ended June 30, 2023.
Current wording
As a result of the foregoing, we had a net loss of $3.3 million and $5.5 million for the year ended June 30, 2025 and 2024, respectively.
Previous wording
As of June 30, 2024, we had $14,641,967 in cash (including cash on hand and cash in bank) and $3,094,092 in restricted cash. Our cash position improved in the year ended June 30, 2024 due to the receipt of $9.8 million from the year-end private placement. The majority of our cash is in banks located in the Djibouti a country in East Africa and the restricted cash is in banks located in U.S.
Current wording
As of June 30, 2025, we had $14.5 million in cash (including cash on hand and cash in bank) and $3.1 million in restricted cash due to the guarantee that the Company provided to its business partner Solarlink Group Inc. and the garnishment process initiated by Zhikang Huang, as discussed in the Recent Developments section. The majority of our cash is in banks located in the Djibouti a country in East Africa and the restricted cash is in banks located in U.S.
Previous wording
In assessing the liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. As of June 30, 2024, our working capital was $12,904,522 and we had cash and restricted cash of approximately $17,736,059 (including $14,641,967 in cash and $3,094,092 in restricted cash). We believe our current working capital is sufficient to support our operations and debt obligations as they become due within one year from the date of this Report.
Current wording
In assessing the liquidity, we monitor and analyze our cash on-hand and our operating and capital expenditure commitments. Our liquidity needs are to meet our working capital requirements, operating expenses and capital expenditure obligations. As of June 30, 2025, our working capital was $10.9 million and we had cash of approximately $14.5 million. We believe our current working capital is sufficient to support our operations and debt obligations as they become due within one year from the date of this Report.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Our net cash used in operating activities was approximately $2.7 million for the year ended June 30, 2025. The operating cash outflow for the year ended June 30, 2025 was primarily attributable to our net loss of approximately $2.3 million.
Current report — wording carried from elsewhere
Net cash provided by investing activities was nil for the year ended June 30, 2025.