Singularity Future Technology Ltd.
For the period ended Dec 31, 2025. Filed Feb 13, 2026.
View on SEC.govAbout this filing
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.
Dec 31, 2025 · Filed Feb 13, 2026
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 2025-09-30; filed 2025-11-14.
0001213900-25-110870
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-12-31; filed 2026-02-13.
0001213900-26-016396
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 59 previous paragraphs and 50 current paragraphs.
33 unchanged; 15 reworded; 2 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 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 (2)
Current report
Other (expenses) incomes, Net
Current report
Other income net was $348,207 for the three months ended December 31, 2024, as compared to other expense of $195 for the same period of 2025. Gain on disposal of ROU of $354,108 is recognized this period due to the early termination of a lease agreement in Great Neck, New York, accordingly, the impairment of ROU recognized in previous years is reversed. No such gain on disposal of ROU in 2025.
Removed paragraphs (11)
Previous 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.
Previous 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.
Previous 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.
Previous report
October 2025 Private Placement
Previous report
Gain from disposal of subsidiaries
Previous 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.
Previous report
Class action settlement expenses
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Reworded paragraphs (15)
Previous wording
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 wording
Freight logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics services decreased by approximately $0.3 million, or approximately 68.9%, to approximately $0.1 million for the quarter ended December 31, 2025 from approximately $0.5 million for the quarter ended December 31, 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 December 31, 2025, the Company generated all of its revenue in PRC.
Previous 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.
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 $0.3 million, or 63.6%, to approximately $0.2 million for the quarter ended December 31, 2025 from approximately $0.5 million for the same period of last year, which mainly contributed by decline in business volume as a result of tariff wars.
Previous wording
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 wording
Our gross loss was 14.5% from our PRC subsidiaries for the quarter ended December 31, 2025 which declined by 16.8% from 2.2% for the quarter ended December 31, 2024 due to the increase in freight costs.
Previous 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.
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 $14,309, or 22.8%, to $48,460 for the quarter ended December 31, 2025 from $62,769 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, 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.
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 $101,529, or 16.1%, to $0.53 million for the quarter ended December 31, 2025 from $0.63 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
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 wording
Interest expenses increased to $0.08 million, or 100%, to approximately $0.08 million for the quarter ended December 31, 2025 from nil for the same period of last year. As of December 31, 2025, loans from third parties amounted to $3.4 million with a weighted average interest rate of 12% per annum and a weighted average maturity of 0.8 year.
Previous wording
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 wording
As a result of the foregoing, we had a net loss of approximately $0.7 million and $0.3 million for the quarter ended December 31, 2025 and 2024, respectively.
Previous 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.
Current wording
As of December 31, 2025, we had $13.1 million in cash (including cash on hand, cash in bank and 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.
Previous 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.
Current wording
Our net cash used in operating activities was approximately $9.9 million for the six months ended December 31, 2025. The operating cash outflow for the six months ended December 31, 2025 was primarily attributable to our net loss of approximately $10.2 million, payment of approximately $8.3 million to suppliers for commodity trading, as partially offset by class action settlement of approximately $8.9 million.
Previous 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.
Current wording
Our net provided by in operating activities was $397,878 for the six months ended December 31, 2024. The operating cash inflow for the six months ended December 31, 2024 was primarily attributable to accrued expenses and other current liabilities increased $1,511,975 and partial offset by net loss cash outflow of $1,341,665.
Previous 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.
Current wording
Net cash provided by investing activities was approximately $0.1 million for the six months ended December 31, 2025 due to proceeds from disposal of subsidiaries, net of cash.
Previous wording
We did not have any investing activities for the three months ended September 30, 2024.
Current wording
We did not have any investing activities for the six months ended December 31, 2024.
Previous wording
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.
Current wording
Net cash provided by financing activities for the six months ended December 31, 2025 was approximately $5.2 million due to approximately $3.0 million of loans from third parties and approximately $2.1 million proceeds from issuance of common shares.
Previous wording
We did not have any financing activities for the three months ended September 30, 2024.
Current wording
We did not have any financing activities for the six months ended December 31, 2024.
Previous wording
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies” of the Notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025 (describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the 2023 Form 10-K.
Current wording
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Note 2, “Summary of Significant Accounting Policies” of the Notes to consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended June 30, 2025, describing the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the 2025 Form 10-K.