Singularity Future Technology Ltd.
For the period ended Jun 30, 2026. Filed Sep 29, 2026.
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.
FY2026 · Filed Sep 29, 2026
SGLY$0.40-4.7%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-06-30; filed 2025-10-14.
0001213900-25-098514
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2026-06-30; filed 2026-09-29.
0001213900-26-104650
Item 1A. Risk FactorsThe 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 32 previous paragraphs and 35 current paragraphs.
20 unchanged; 6 reworded; 9 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 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 (9)
Current report
On August 10, 2026, the Company received a written notification from Nasdaq, indicating that the Company has regained compliance with the Rule 5550(a)(2), based on the closing bid price of the Company’s Common Stock for the last 10 consecutive business days, from July 27, 2026 to August 7, 2026. Accordingly, Nasdaq has determined that this matter is now closed.
Current report
Our proposed data center business is at an early stage, and we may not enter into definitive agreements or successfully develop or operate the contemplated project.
Current report
In August 2026, we entered into a non-binding strategic development framework agreement with Florence Development LLC relating to an approximately 900-acre industrial site in Florence, South Carolina, pursuant to which the parties intend to evaluate the potential development of a large-scale platform for AI computing, hyperscale data center and high-performance computing infrastructure. Except for certain provisions relating to exclusivity, confidentiality, publicity, representations, expenses, term, remedies and governing law, the Framework Agreement is non-binding and does not obligate either party to proceed with the contemplated project or enter into any definitive transaction. We have not entered into definitive agreements for the development or operation of the contemplated project.
Current report
The development of a large-scale data center project would require substantial additional planning, capital and resources and would depend on numerous factors, including satisfactory completion of due diligence, availability and adequacy of power and other utility infrastructure, access to financing, receipt of necessary governmental and corporate approvals, negotiation and execution of definitive agreements, and our ability to obtain the personnel, technology, equipment and other resources necessary to develop and operate the project. We have limited experience developing or operating large-scale data center or high-performance computing infrastructure. Accordingly, we may encounter delays, increased costs, financing difficulties or other challenges in pursuing this proposed business.
Current report
There can be no assurance that we will enter into any definitive agreement relating to the contemplated project, obtain the financing, power capacity, approvals or other resources necessary to develop it, or successfully commence or operate a data center business. If we devote significant management attention or financial resources to this opportunity but are unable to consummate or successfully develop the contemplated project, our business, financial condition and results of operations could be materially adversely affected.
Current report
The development of our proposed data center business may require substantial capital, and we may be unable to obtain sufficient financing on acceptable terms or at all.
Current report
The development, construction and operation of large-scale data center and high-performance computing infrastructure are capital intensive and may require significant expenditures for land development, construction, power and utility infrastructure, computing and networking equipment and other facilities and equipment. We have not yet determined the total capital requirements for the project contemplated by the Framework Agreement, and the actual costs of developing the project, if pursued, could be substantially greater than currently anticipated. We may need to obtain substantial additional debt or equity financing or financing from strategic or other third parties to fund the proposed project. There can be no assurance that such financing will be available when needed or on commercially acceptable terms, or at all. Any equity financing could result in substantial dilution to our existing stockholders, while debt financing could impose significant repayment obligations and restrictive covenants. If we are unable to obtain sufficient financing, we may be required to delay, reduce the scope of or abandon the proposed data center project.
Current report
Our proposed data center project will depend on the availability of sufficient power and other infrastructure and the receipt of necessary approvals, any of which may delay or prevent development of the project.
Current report
Large-scale AI computing, hyperscale data center and high-performance computing facilities require substantial and reliable supplies of electricity, as well as adequate telecommunications, water, transportation and other infrastructure. The Framework Agreement remains subject to, among other matters, confirmation of utility availability and the completion of satisfactory due diligence. We have not yet completed these conditions or established that the contemplated site will have access to the power capacity and other infrastructure necessary to support the project at the scale contemplated. Development of the project may also require zoning, land-use, environmental, construction and other governmental permits and approvals and may depend on the construction or expansion of utility and other infrastructure by third parties. We cannot assure you that sufficient power or other infrastructure will be available when required or on commercially reasonable terms, or that all necessary permits and approvals will be obtained in a timely manner or at all. Any inability to secure adequate infrastructure or required approvals could increase our costs, materially delay or reduce the scope of the contemplated project, or prevent us from developing the project altogether.
Removed paragraphs (6)
Previous report
Our growth depends in part on the success of our relationships with third parties, including our solar partners.
Previous report
We and our potential solar partners depend on a limited number of suppliers of solar panels, and other system components to adequately meet anticipated demand for our solar panel offerings. Any shortage, bottlenecks, delay, detentions, or component price change from these suppliers, or the acquisition of any of these suppliers by a competitor, could result in sales and installation delays, cancellations, and loss of market share.
Previous report
We and our potential solar partners purchase solar panels, and other system components from a limited number of suppliers, making us susceptible to quality issues, shortages, bottlenecks, and price changes. If we or our potential solar partners fail to develop, maintain and expand our relationships with these or other suppliers, we may be unable to adequately meet anticipated demand for our solar service offerings, or we may only be able to offer our systems at higher costs or after delays. If one or more of the suppliers that we or our solar partners rely upon to meet anticipated demand ceases or reduces production, we may be unable to quickly identify alternate suppliers or to qualify alternative products on commercially reasonable terms, and we may be unable to satisfy this demand.
Previous report
The acquisition of a supplier by one of our competitors could also limit our access to such components and require significant redesigns of our solar energy systems or installation procedures and have a material adverse effect on our business.
Previous report
On July 7, 2023, the Company received a notification from Nasdaq stating that the Company was not in compliance with Nasdaq Listing Rules due to its failure to timely hold an annual meeting of shareholders for the fiscal year ended June 30, 2022, which is required to be held within twelve months of the Company’s fiscal year end under Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G). On October 19, 2023, the Company received a formal notification from the Nasdaq confirming that the Company had regained compliance with Listing Rule 5620(a), and that the matter is now closed.
Previous report
On July 13, 2023, the Company received a notice from Nasdaq stating that the Company no longer complies with Nasdaq’s independent director and audit committee requirements under Nasdaq’s Listing Rule 5605 following the resignation of Tieliang Liu from the Company’s board of directors and audit committee effective July 3, 2023. Nasdaq advised the Company that in accordance with Nasdaq’s Listing Rule 5605(c)(4), the Company has a cure period to regain compliance (1) until the earlier of the Company’s next annual shareholders’ meeting or July 3, 2024; or (2) if the next annual shareholders’ meeting is held before January 2, 2024, then the Company must evidence compliance no later than January 2, 2024. In response to this notice, on July 31, 2023, the Company elected Mr. Zhongliang Xie as a Class II independent director to serve until the annual meeting of stockholders for the fiscal year 2023, to fill the vacancy on the Board resulting from the resignation of Mr. Tieliang Liu. The Board appointed Mr. Xie to serve as Chair of the Audit Committee, a member of the Compensation Committee and a member of the Nominating and Corporate Governance Committee.
Reworded paragraphs (6)
Previous wording
For the years ended June 30, 2025 and 2024, Chongqing Iron & Steel Ltd. accounted for 94.4% and 77.2% of the Company’s revenues, respectively. There can be no assurance that our major customer will continue to purchase our services in the same amount that it has in the past. The loss of our major customer or a material reduction in sales to a major customer could have a material adverse effect on our sales and results of operations. Additionally, given the high concentration of our customer base, a default by or a significant reduction in future transactions with our major customer could materially reduce our revenues, profitability, liquidity and growth prospects.
Current wording
For the years ended June 30, 2026 and 2025, Chongqing Iron & Steel Ltd. accounted for 100% and 94.4% of the Company’s revenues, respectively. There can be no assurance that our major customer will continue to purchase our services in the same amount that it has in the past. The loss of our major customer or a material reduction in sales to a major customer could have a material adverse effect on our sales and results of operations. Additionally, given the high concentration of our customer base, a default by or a significant reduction in future transactions with our major customer could materially reduce our revenues, profitability, liquidity and growth prospects.
Previous wording
For the year ended June 30, 2025, three suppliers accounted for approximately 34.4%, 16.3%, and 10.5% of our total purchases, respectively. For the year ended June 30, 2024, two suppliers accounted for approximately 21.2% and 20.1% of our total purchases, respectively. There can be no assurance that our major suppliers will continue to supply us with the materials or services required to operate our business in the same amount that they have in the past. The loss of our major suppliers or a material reduction in the materials or services they provide to us could have a material adverse effect on our business and results of operations.
Current wording
For the year ended June 30, 2026, two suppliers accounted for approximately 28.5% and 18.2% of the total purchases, respectively. For the year ended June 30, 2025, three suppliers accounted for approximately 34.4%, 16.3%, and 10.5% of our total purchases, respectively. There can be no assurance that our major suppliers will continue to supply us with the materials or services required to operate our business in the same amount that they have in the past. The loss of our major suppliers or a material reduction in the materials or services they provide to us could have a material adverse effect on our business and results of operations.
Previous wording
We have identified material weaknesses in our internal control over financial reporting and have determined to restate our previously issued financial statements. If our remediation of these material weaknesses is not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired. In addition, the presence of material weaknesses increases the risk of a material misstatement of our consolidated financial statements.
Current wording
We have fully remediated the material weaknesses in our internal control over financial reporting. However, if our remediation of these material weaknesses turns out to be not effective, or if we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable laws and regulations could be impaired. In addition, the presence of material weaknesses increases the risk of a material misstatement of our consolidated financial statements.
Previous wording
We cannot provide assurance that these or other measures will fully remediate our material weaknesses in a timely manner. If our remediation of these material weaknesses is not effective, it may cause our Company to become subject to investigation or sanctions by the SEC. It may also adversely affect investor confidence in our Company and, as a result, the value of our common stock. There can be no assurance that all existing material weaknesses have been identified, or that additional material weaknesses will not be identified in the future. In addition, if we are unable to continue to meet our financial reporting obligations, we may not be able to remain listed on Nasdaq.
Current wording
We have fully remediated the material weaknesses in our internal control over financial reporting. However, if our remediation of these material weaknesses turns out to be ineffective, it may cause our Company to become subject to investigation or sanctions by the SEC. It may also adversely affect investor confidence in our Company and, as a result, the value of our common stock. There can be no assurance that additional material weaknesses will not be identified in the future. In addition, if we are unable to continue to meet our financial reporting obligations, we may not be able to remain listed on Nasdaq.
Previous wording
On July 13, 2023, the Company received a notice from Nasdaq stating that the Company failed to regain compliance with respect to the minimum $1 bid price per share requirement under Nasdaq Listing Rules during the 180 calendar days given by Nasdaq for the Company to regain compliance, which ended on July 5, 2023. However, Nasdaq has determined that the Company is eligible for an additional 180 calendar day period, or until January 2, 2024, to regain compliance. On January 3, 2024, the Company received a notification from Nasdaq, notifying the Company of the determination to delist the Company’s securities from Nasdaq because of the Company’s failure to regain compliance with the $1 per share bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2). On March 12, 2024, the Company received a formal notification from Nasdaq confirming that the Company had regained compliance with bid price requirement required for continued listing on the Nasdaq as set forth in Listing Rule 5550(a)(2).
Current wording
On November 19, 2025, the Company received a staff determination notice from the Nasdaq, informing the Company that its Common Stock failed to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) for the 30 consecutive business days prior to the date of the Notice. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided with an initial compliance period of 180 calendar days, or until May 18, 2026, to regain compliance with the minimum bid price requirement. On May 19, 2026, the Company was granted an additional 180-day compliance period, or until November 16, 2026, to regain compliance with the minimum bid price requirement.
Previous wording
There can be also no assurance that our stock price will meet the minimum bid price requirement or we will meet other requirements for continued listing on Nasdaq. If our common stock is delisted from Nasdaq and we are unable to list our common stock on another national securities exchange, we expect our common stock would be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences, including the limited availability of market quotations for our common stock; substantially decreased trading in our common stock; decreased market liquidity of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws; an adverse effect on our ability to issue additional securities or obtain additional financing in the future on acceptable terms, if at all; potential loss of confidence by investors, suppliers, partners, and employees and fewer business development opportunities; and limited news and analyst coverage. Additionally, the market price of our common stock may decline further, and stockholders may lose some or all of their investment.
Current wording
There can be also no assurance that our stock price will continue to meet the minimum bid price requirement or we will meet other requirements for continued listing on Nasdaq. If our common stock is delisted from Nasdaq and we are unable to list our common stock on another national securities exchange, we expect our common stock would be quoted on an over-the-counter market. If this were to occur, we and our stockholders could face significant material adverse consequences, including the limited availability of market quotations for our common stock; substantially decreased trading in our common stock; decreased market liquidity of our common stock as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws; an adverse effect on our ability to issue additional securities or obtain additional financing in the future on acceptable terms, if at all; potential loss of confidence by investors, suppliers, partners, and employees and fewer business development opportunities; and limited news and analyst coverage. Additionally, the market price of our common stock may decline further, and stockholders may lose some or all of their investment.