Singularity Future Technology Ltd.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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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.
Mar 31, 2026 · Filed May 14, 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 2025-12-31; filed 2026-02-13.
0001213900-26-016396
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001213900-26-056602
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 50 previous paragraphs and 47 current paragraphs.
26 unchanged; 14 reworded; 7 added; 10 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 (7)
Current report
The Company identified several trading opportunities to assess the potential expansion of its business into the commodity trading sector. On October 17 and October 24, 2025, the Company entered into purchase agreements with third parties for the acquisition of sesame seeds valued at approximately $4.5 million and $3.75 million, respectively. In addition, on January 5 and January 6, 2026, the Company entered into sale and purchase agreements with third parties for the acquisition of Indian wheat in bulk and Brazilian soybeans, with contract values of DJF 973,333,487 and DJF 973,361,922, respectively.
Current report
Allowance for credit losses
Current report
Allowance for credit losses amounted to nil and $370,479 for the three months ended March 31, 2026 and 2025, respectively. Allowance for credit losses for the three months ended March 31, 2025 was mainly due to the allowance for a few uncollectable accounts receivable and prepaid expenses.
Current report
Class action settlement expenses reversal
Current report
On March 9, 2026, the Court denied plaintiffs’ Motion for Final Approval of Class Action Settlement without prejudice. Accordingly, the Court denied as moot: plaintiffs’ Motion for Attorney Fees, Litigation Expenses, and Service Awards; plaintiffs’ Motion for Approval of Amended and Restated Settlement Fund Escrow Agreement; and Singularity’s Motion for Approval of Issuance of Shares pursuant to 15 U.S.C. $ 77c(a)(10). The $8.85 million Settlement Agreement was therefore became null and void. Pursuant to ASC 450-20-25-2, the Company reassessed that the Class Action Settlement and determined that the Class Action Settlement liability should be $4 million (i.e. $6 million less $2 million in the Escrow Account) as of March 31, 2026, and accordingly, $4.85 million of class action settlement expenses were reversed.
Current report
Other expenses, net, was $144 for the three months ended March 31, 2026, which was mainly related to bank charges. Other income was $171,068 for the same period of 2025 which primarily due to exchange gain of $315,289, offset in part by disposed property and equipment of $132,727.
Current report
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.
Removed paragraphs (10)
Previous report
Recent Developments
Previous report
Disposition of New Energy Tech Ltd.
Previous 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.
Previous 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.
Previous report
October 2025 Private Placement
Previous 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.
Previous 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.
Previous 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.
Previous 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.
Previous report
We did not have any financing activities for the six months ended December 31, 2024.
Reworded paragraphs (14)
Previous wording
Freight logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics services decreased by approximately $0.3 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.
Current wording
Freight logistics services primarily consist of cargo forwarding, brokerage, warehouse and other freight services. Revenues from freight logistics services increased by $40,614, or approximately 11.2%, to approximately $0.40 million for the quarter ended March 31, 2026 from approximately $0.36 million for the quarter ended March 31, 2025. The increase was mainly caused by shipping revenue improvements from our PRC subsidiaries as the recovery of economy activities increased the shipment volume and growth momentum. For the quarter ended March 31, 2026, 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 $0.3 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.
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 increased by approximately $0.29 million, or 486.8%, to approximately $0.35 million for the quarter ended March 31, 2026 from $60,307 for the same period of last year, which mainly contributed by the recovery of economy activities and engaged higher priced suppliers.
Previous 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.
Current wording
Our gross profit was 12.3% from our PRC subsidiaries for the quarter ended March 31, 2026 which declined by 71.1% from 83.4% for the quarter ended March 31, 2025 due to the engagement of higher priced suppliers.
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 $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.
Current wording
Our selling expenses consisted primarily of salaries, meals and entertainment and travel expenses for our sales representatives. Our selling expenses decreased by $12,449, or 20.1%, to $49,581 for the quarter ended March 31, 2026 from $62,030 for the same period of last year. The increase was mainly attributable in the increase in freight volume which, in turn, increased 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 $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.
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 $0.7 million, or 70.0%, to $0.32 million for the quarter ended March 31, 2026 from $1.05 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 $0.08 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.
Current wording
Interest expenses increased to $25,839, or 100%, to approximately $25,839 for the quarter ended March 31, 2026 from nil for the same period of last year. As of March 31, 2026, loans from third parties amounted to $3.5 million with a weighted average interest rate of 12% per annum and a weighted average maturity of 0.6 year.
Previous wording
Our income tax expenses amounted to nil and nil for the quarter ended December 31, 2025 and 2024, respectively.
Current wording
Our income tax expenses amounted to nil and nil for the quarters ended March 31, 2026 and 2025, respectively.
Previous 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.
Current wording
As a result of the foregoing, we had a net income of approximately $4.5 million and a net loss of approximately $1.0 million for the quarters ended March 31, 2026 and 2025, respectively.
Previous 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.
Current wording
As of March 31, 2026, we had $2.2 million in cash (including cash on hand, cash in bank and restricted cash). The majority of our cash is in banks located in the China and the restricted cash is in banks located in U.S.
Previous 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.
Current wording
Our net cash used in operating activities was approximately $21.2 million for the nine months ended March 31, 2026, which was primarily attributable to net loss of approximately $10.6 million, payment of approximately $19.4 million to suppliers for commodity trading, as partially offset by class action settlement of approximately $8.9 million.
Previous 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.
Current 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.
Previous 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.
Current wording
Net cash provided by investing activities was approximately $0.1 million for the nine months ended March 31, 2026 due to proceeds from disposal of subsidiaries, net of cash.
Previous wording
We did not have any investing activities for the six months ended December 31, 2024.
Current wording
We did not have any investing activities for the nine months ended March 31, 2025.
Previous 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.
Current wording
Net cash provided by financing activities for the nine months ended March 31, 2026 was approximately $5.6 million due to approximately $3.0 million of loans from third parties, approximately $2.1 million proceeds from issuance of common shares, and approximately $0.5 million advance from a related party.