Singularity Future Technology Ltd.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 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-Q
Period ended 2025-03-31; filed 2025-05-15.
0001213900-25-044191
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110870
Item 2. 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 73 previous paragraphs and 59 current paragraphs.
17 unchanged; 9 reworded; 32 added; 46 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 2 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 (32)
Current report
Overview
Current report
The Company is an integrated logistics solution provider that was founded in 2001. On September 18, 2007, the Company merged into Sino-Global Shipping America, Ltd., a Virginia corporation. On January 3, 2022, the Company changed its corporate name from Sino-Global Shipping America, Ltd. to Singularity Future Technology Ltd. to reflect its then expanded operations into the digital assets business. Currently, the Company primarily focus on providing freight logistics services, which include shipping, and other logistical support to steel companies, through subsidiary, Trans Pacific Shipping Limited.
Current report
We have not generated any revenues to date with respect to our entry into the solar panel production and distribution business.
Current report
Recent Developments
Current report
Disposition of New Energy Tech Ltd.
Current report
On August 22, 2024, New Energy Tech Ltd., (“New Energy”) a New York corporation and wholly owned subsidiary of the Company, entered into a certain joint venture agreement (the “JV Agreement”) with Market One Service Corp., a corporation organized under the laws of Wyoming, (“Market One”). Pursuant to the JV Agreement, among other things and subject to the terms and conditions contained therein, New Energy and Market One agreed to establish a limited company under the laws of Ohio, SG Campbells Creek Commodities (the “JV”), to engage in the business of commodity trading.
Current report
On September 25, 2025, the Company entered into a share transfer agreement with Qingmin Sun, pursuant to which the equity ownership of New Energy was transferred to Qingmin Sun for consideration of $2,700,000 in cash. This disposition was closed on September 25, 2025.
Current report
June 2025 Private Placement
Current report
As previously disclosed, 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, as amended (the “Regulation S”), at a price of $0.932 per Unit for an aggregate purchase price of approximately $30 million.
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
October 2025 Private Placement
Current report
On October 15, 2025, the Company entered into a securities purchase agreement with certain investors, under which the Company agrees to sell to the investors an aggregate of 3,000,000 shares of the Company’s Common Stock at a price of $0.70 per share, in a private placement to certain “non-U.S. Persons” as defined in Regulation S, for an aggregate purchase price of approximately $2.1 million.
Current report
The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (d) the absence of any undisclosed material adverse effects, and (e) the absence of legal proceedings that affect the completion of the transaction contemplated by the Securities Purchase Agreement, except as disclosed in the Company’s filings with the SEC.
Current report
On October 20, 2025, upon satisfaction of the closing conditions, the Offering was consummated, and the shares were issued in reliance on the exemption from registration provided by Regulation S. The Company currently intends to use the net proceeds from this offering for working capital and general corporate purposes.
Current report
Revenues from Freight Logistics Services
Current report
Freight logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics services decreased by approximately $0.2 million, or approximately 38.6%, to $0.3 million for the quarter ended September 30, 2025 from $0.5 million for the quarter ended September 30, 2024. The decrease was mainly caused by shipping revenue declined from our PRC subsidiaries as the tariff wars caused significant decline in business volume. For the quarter ended September 30, 2025, the Company generated all of its revenue in PRC.
Current report
Our gross margin was 3.4% from our PRC subsidiaries for the quarter ended September 30, 2025 which declined by 3.2% from 6.5% for the quarter ended September 30, 2024 due to marginal increase in freight costs. Our gross margin was (54.2%) for the quarter ended September 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.
Current report
Gain from disposal of subsidiaries
Current report
On August 6, 2025, the Company dissolved its subsidiary, Brilliant Warehouse Service Inc. On September 25, 2025, the Company entered into a share transfer agreement with a third party and disposed its subsidiary, New Energy Tech Limited, for a consideration of $2.7 million. Total gain from these disposals was $47,359 for the quarter ended September 30, 2025. No such disposal for the quarter ended September 30, 2024.
Current report
Interest expenses
Current report
Interest expenses increased to $0.1 million, or 100%, to approximately $0.1 million for the quarter ended September 30, 2025 from nil for the same period of last year. As of September 30, 2025, loans from third parties amounted to $1.1 million with a weighted average interest rate of 12% per annum and a weighted average maturity of 0.9 year.
Current report
Class action settlement expenses
Current report
We recorded approximately $8.9 million in class action settlement expenses for the quarter ended September 30, 2025, compared to nil in such expenses for the same period of last year. 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
As of and for the quarter ended September 30, 2025, the class action settlement liability and expenses amounted to $8,850,000, respectively, being a total of $3,000,000 in cash and 6,500,000 common shares which has a value of $5,850,000. On October 9, 2025, 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 in the class action lawsuit.
Current report
Income tax expenses
Current report
Our income tax expenses amounted to nil and nil for the quarter ended September 30, 2025 and 2024, respectively.
Current report
As a result of the foregoing, we had a net loss of approximately $9.5 million and $1.0 million for the quarter ended September 30, 2025 and 2024, respectively.
Current report
Cash Flows and Working Capital
Current report
Net cash used in financing activities for the three months ended September 30, 2025 was approximately $0.7 million due to advance of $69,862 from a related party for payment of expenses and approximately $0.7 million of loans from third parties.
Removed paragraphs (46)
Previous report
Revenues
Previous report
Revenues decreased by $83,505, or approximately 18.7%, to $363,070 for the three months ended March 31, 2025 from $446,575 for the same period in 2024. The decrease was mainly caused by shipping revenue decline from our U.S. subsidiary, Brilliant Warehouse, in $110,504 was due to the decline of business volume, offset in part to an increase of revenue from our PRC subsidiaries of approximately $26,999 was due to increase a new customer.
Previous report
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 $60,307 for the three months ended March 31, 2025, a decrease of $653,747, or approximately 91.6%, as compared to $714,054 for the same period in 2024. As our US subsidiary, Brilliant Warehouse generated no revenue, rental expenses for the period from July 1, 2024 to December 31, 2024 were reclassified into administrative expenses, this resulted in $641,774 reduction in costs. The cost from our PRC subsidiaries, were $364,960 and $376,933 for the three months ended March 31, 2025 and March 31, 2024 respectively, the decline in costs of domestic subsidiaries was mainly attributable to the introduction of lower priced suppliers during this period, resulting in a slight decrease in unit costs.
Previous report
Our gross margin was 83.4% and negative 59.9% for the three months ended March 31, 2025 and 2024, respectively, mainly attributable to accounting reclassification and the engagement of lower-cost suppliers.
Previous report
Operating Costs and Expenses
Previous report
Operating costs and expenses decreased by $300,191 or approximately 16.3% from $1,845,025 for three months ended March 31, 2025 compared to for the same period in 2024. This decrease was mainly due to the decrease in cost.
Previous report
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the three months ended March 31, 2025, we had $62,030 of selling expenses as compared to $56,330 for the same period in 2024, which represents an increase of $5,700 or approximately 10.1%. The increase was mainly due to increased efforts to increase the revenues of our freight logistics segment in the PRC.
Previous report
Provision for credit losses, net
Previous report
Our total bad debt expenses amounted to $370,479 and $10,305 for the three months ended March 31, 2025 and 2024, mainly due to the provision for a few uncollectable accounts receivable and prepaid expenses.
Previous report
Gain from disposal of subsidiary
Previous report
On February 19, 2024, we dissolved Thor Miner Inc. The total gain from the disposal was $322,240. This disposal was not presented as discontinued operations because it did not represent any strategic change in the Company’s operations.
Previous report
Other Incomes, Net
Previous report
Other incomes net was $171,068 for the three months ended March 31, 2025, as compared of $90,927 for the same period in fiscal 2024. The other incomes of current period primarily due to Exchange Gain of $315,289, offset in part by fixed asset disposal costs of $132,727
Previous report
Taxes
Previous report
We did not record any income tax expense for both the three months ended March 31, 2025 and 2024.
Previous report
The Company’s operations in the U.S. incurred cumulative U.S. federal net operation losses (“NOL”) of approximately $48,400,000 as of December 31, 2024, which may reduce future federal taxable income. During the three months ended March 31, 2025, approximately $5,400,000 of NOL was generated and the tax benefit derived from such NOL was approximately $1,134,000. As of March 31, 2025, the Company’s cumulative NOL amounted to approximately $53,800,000, which may reduce future federal taxable income.
Previous report
The Company’s operations in China incurred a cumulative NOL of approximately $2,198,000 as of December 31, 2024 which was mainly from net loss. During the three months ended March 31, 2025, additional NOL of approximately $536,000 was generated. As of March 31, 2025, the Company’s cumulative NOL amounted to approximately $2,734,000 which may reduce future taxable income which will expire by 2026.
Previous report
The Company periodically evaluates the likelihood of the realization of deferred tax assets and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. Management considers new evidence, both positive and negative, that could affect the Company’s future realization of deferred tax assets including its recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and other relevant factors. The Company determined that it is more likely than not its deferred tax assets could not be realized due to uncertainty on future earnings as a result of the Company’s reorganization and venture into new businesses. The Company provided a 100% allowance for its deferred tax assets as of March 31, 2025. The net increase in valuation for the three months ended March 31, 2025 amounted to approximately $390,000, based on management’s reassessment of the amount of the Company’s deferred tax assets that are more likely than not to be realized.
Previous report
As a result of the foregoing, we had a net loss of $1,010,696 for the three months ended March 31, 2025 compared to a net loss of $969,428 for the same period in 2024. After the deduction of non-controlling interest, net loss attributable to us was $1,670,409 for the three months ended March 31, 2025 compared to $949,759 for the same period in 2024. Comprehensive loss attributable to us was $2,213,137 for the three months ended March 31, 2025 compared to $890,844 for the same period in 2024.
Previous report
Comparison of the Nine Months Ended March 31, 2025 and 2024
Previous report
The following table sets forth the components of our costs and expenses for the periods indicated:
Previous report
Revenues
Previous report
Revenues decreased by $964,645, or approximately 41.9%, to $1,339,096 for the nine months ended March 31, 2025 from $2,303,741 for the same period in 2024. The decrease was mainly caused by shipping revenue decline from our U.S. subsidiary, Brilliant Warehouse, in $429,251 and from our PRC subsidiaries in $535,394 due to the business volume reduce.
Previous report
Cost of Revenues
Previous report
Our gross margin was 3.1% and negative 16.9% for the nine months ended March 31, 2025 and 2024, respectively. It was mainly due to that our US subsidiary, Brilliant Warehouse with low profit margins has no revenue for the nine months ended March 31, 2025.
Previous report
Operating Costs and Expenses
Previous report
Operating costs and expenses decreased by $3,033,631 to $4,230,819 in the nine months ended March 31, 2025, or approximately 41.8% from $7,264,450 for the nine months ended March 31, 2024. This decrease was mainly due to the decrease in cost and general and administrative expenses.
Previous report
General and Administrative Expenses
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 nine months ended March 31, 2025, we had $2,374,836 of general and administrative expenses, as compared to $4,264,219 for the same period in 2024, representing a decrease of $1,889,383, or approximately 44.3%. It was mainly attributable to the decreased professional fees of $581,711 and the decreased employee compensations of $1,232,531 due to redundancy and salary reductions.
Previous report
Selling Expenses
Previous report
Provision for credit losses, net
Previous report
Our total bad debt expenses amounted to $370,479 and $65,915, for the nine months ended March 31, 2025 and 2024, mainly due to the provision for a few uncollectable accounts receivable and prepaid expenses.
Previous report
Impairment Loss of Cryptocurrencies
Previous report
We recorded impairments of nil and $72,179 for the nine months ended March 31, 2025 and 2024, for the cryptocurrencies held by us as the ownership of the cryptocurrencies could not be verified.
Previous report
Gain from disposal of subsidiary
Previous report
On September 12, 2024, the Company dissolved its U.S. subsidiary SG link LLC. Total loss from disposal was approximately $1,030. This disposal was not presented as discontinued operations because it did not represent any strategic change in the Company’s operations.
Previous report
On October 24, 2023, the Company dissolved its Ningbo Saimeinuo Web Technology Ltd. subsidiary. Total gain from disposal was approximately $62,384. This disposal was not presented as discontinued operations because it did not represent any strategic change in the Company’s operations.
Previous report
Other Incomes, Net
Previous report
Other income net was $540,392 for the nine months ended March 31, 2025, as compared to other income of $7,263 for the same period in fiscal 2024. Gain on disposal of ROU $354,108 is recognized due to the early termination of a lease agreement in Great Neck, New York, accordingly, the impairment of ROU recognized in previous years was reversed, Exchange Gain was $315,244, offset in part by the loss on disposal of fixed assets of $133,769.
Showing the first 40 of 46 passages. Open the source sections for the rest.
Reworded paragraphs (9)
Previous wording
The following table sets forth the components of our costs and expenses for the periods indicated:
Current wording
The following table sets forth the results of our operations for the periods indicated:
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 $1,297,724 for the nine months ended March 31, 2025, a decrease of $1,396,155, or approximately 51.8%, as compared to $2,693,879 for the same period in 2024. The decrease was in line with the decline in revenue.
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 $0.5 million, or 61.5%, to approximately $0.3 million for the quarter ended September 30, 2025 from approximately $0.8 million for the same period of last year. The closure of U.S. subsidiary, Brilliant Warehouse in fiscal 2024 which significant reduced cost of revenue by $3.0 million. The cost from our PRC subsidiaries declined by $0.2 million mainly contributed by decline in business volume as a result of tariff wars.
Previous wording
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. For the nine months ended March 31, 2025, we had $187,780 in selling expenses, as compared to $168,258 for the same period in 2024, which represents an increase of $19,522 or approximately 11.6%. The increase was mainly due to increased efforts to increase the revenues of our freight logistics segment in the PRC.
Current wording
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. Our selling expenses decreased by approximately $15,550, or 24.7%, to $47,431 for the quarter ended September 30, 2025 from $62,981 for the same period of last year. The decrease was mainly attributable in the decrease in freight volume which, in turn, reduced selling activities and the related selling expenses.
Previous wording
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 three months ended March 31, 2025, we had $1,052,018 of general and administrative expenses, as compared to $1,064,336 for the same period in 2024, representing a decrease of $12,318, or approximately 1.2% Overall, the changes were minimal.
Current wording
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, and legal services. Our general and administrative expenses decreased by approximately $0.2 million, or 23.6%, to $0.5 million for the quarter ended September 30, 2025 from $0.7 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.
Previous wording
As of March 31, 2025, we had $14,873,924 in cash (including cash on hand and cash in bank) and $3,048,227 in restricted cash. 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 September 30, 2025, we had $17.1 million in cash (including cash on hand and cash in bank). 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
Our net cash used in operating activities was $4.5 million for the nine months ended March 31, 2024. The operating cash outflow for the nine months ended March 31, 2024 was primarily attributable to our net loss of $4.6 million.
Current wording
Our net cash used in operating activities was approximately $1.3 million for the three months ended September 30, 2025. The operating cash outflow for the three months ended September 30, 2025 was primarily attributable to our net loss of approximately $9.5 million, payment of approximately $0.3 million to accounts payable and payment of approximately $0.3 million to judgment debt payable, as partially offset by class action settlement of approximately $8.9 million.
Previous wording
Our net used in operating activities was $347,366 for the nine months ended March 31, 2025. The operating cash outflow for the nine months ended March 31, 2025 was primarily attributable to net loss cash outflow of $2,352,361 and partial offset by accrued expenses and other current liabilities increased $1,188,209.
Current wording
Our net cash used in operating activities was approximately $9,145 for the three months ended September 30, 2024. The operating cash outflow for the three months ended September 30, 2024 was primarily attributable to our net loss of approximately $1.0 million. We had an increase in accounts payable of approximately $585,260, and an increase in accrued expenses and other current liabilities of approximately $666,166 offset by an increase in accounts receivable of approximately $355,203.
Previous wording
Net cash provided by financing activities for the Nine Months ended March 31, 2025 was $1.1 million which was due to proceeds from issuance of common stock.
Current wording
Net cash provided by investing activities was approximately $0.1 million for the three months ended September 30, 2025 due to proceeds from disposal of subsidiaries, net of cash.
Previous wording
We did not have any investing activities for the nine months ended March 31, 2025.
Current wording
We did not have any investing activities for the three months ended September 30, 2024.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We did not have any financing activities for the three months ended September 30, 2024.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The following table sets forth a summary of our working capital: