Commitments and Contingencies	9 Months Ended
Mar. 31, 2026
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 13. COMMITMENTS AND CONTINGENCIES *Contingencies* Crivellaro v. Singularity Future Technology Ltd. As previously disclosed, on December 17, 2024, the United States District Court for the Eastern District of New York (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. 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 $5,850,000 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. 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 International Bank S.A. (“Silkroad”) 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. The Company has requested that Silkroad transfer a total of $6.3 million to the Company’s Bank of America account. The Company has also requested clarification from Silkroad regarding the initial $3,000,000 transfer that it instructed Silkroad to remit to the Company’s Bank of America account in August 2025. However, after the Central Bank in Djibouti notified Silkroad that it did not have sufficient foreign exchange quota available, the initial $3,000,000 transfer and the subsequent $3,300,000 transfer have not been reinstated, and Silkroad has remained unable to execute these remittances. 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 and continues to keep the Court updated as to the status of the Bank of America account. In addition, the Company is continuing its efforts to negotiate with potential individual investors regarding making an investment in the Company to help with satisfying the Company’s settlement obligations. On October 31, 2025, Lead Plaintiff filed a Motion for Final Approval of Class Action Settlement. A Fairness Hearing was initially set by the Court for December 7, 2025. However, the Fairness Hearing has been adjourned to March 9, 2026. On January 20, 2026, the Company filed a letter motion for a pre-motion conference with the Court regarding its unopposed motion for approval of issuance of shares pursuant to 15 U.S.C. § 77c(a)(10) in connection with the Settlement Agreement. On October 9, 2025, the Company 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. On March 9, 2026, the Court held a fairness hearing regarding the Class Action settlement (“Fairness Hearing”). During the Fairness Hearing, the Court denied Lead Plaintiffs’ Motion for Final Approval of Class Action Settlement without prejudice, denied as moot the following (1) Lead Plaintiffs’ Motion for Attorney Fees, Litigation Expenses, and Service Awards; (2) Lead Plaintiffs Motion for Approval of Amended and Restated Settlement Fund Escrow Agreement; and (3) Singularity’s Motion for Approval of issuance of Shares pursuant to 15 U.S.C. § 77c(a)(10) (D.E. 158), and held that the temporary restraining order remains in place. The Court also directed the parties to advise the Court by April 8, 2026, in a joint letter, how they intended to proceed in light of the Court’s ruling, including (1) moving forward with trial; (2) renewing the Motion for Final Approval of the Class Action Settlement once Singularity has completed payment; or (3) amending the settlement. The Settlement Agreement was therefore terminated. 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. Huang v. Singularity Future Technology Ltd. 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. The Company has completed the $300,000 settlement payment and issued 90,000 shares of the Company’s common stock to Zhikang Huang by October 20, 2025. However, on June 15, 2025, Zhikang Huang filed a petition against the Company and certain Company individuals seeking payment of the Virginia judgment and attorney’s fees. After the Company completed the $300,000 settlement payment, but before the transfer of the Company’s common stock was due, Zhikang Huang’s counsel caused the Westchester Court to enter an order against the Company and certain Company individuals to enforce the payment of the Virginia judgment and attorney’s fees, on September 25, 2025. On October 10, 2025, the Company filed a motion to vacate the September 25, 2025, order and to impose sanctions. On October 13, 2025, upon learning funds were transferred from the Company secretary’s account in the amount of the award for attorney’s fees, the Company filed a proposed Order to Show Cause seeking among other things, staying further enforcement of the Virginia judgment. On October 15, 2025, the Court entered the Order to Show Cause and provided that pending the resolution of the Order to Show Cause, all further collection proceedings in the action are stayed. A hearing the Company’s motion to vacate and Order to Show Cause are currently set to be heard on February 18, 2026, but adjourned to March 25, 2026. At the March 25, 2026 hearing the Westchester Court stated that when the Company provides proof that the 90,000 shares have been deposited into Zhikang Huang’s brokerage account (as set forth in the settlement agreement) at the close of the six (6) month Rule 144 period, the Westchester Court was inclined to grant the Company’s motions. However, the Westchester Court stated that it will allow Zhikang Huang’s counsel to refile a motion for attorneys’ fees that are solely based on attorneys’ fees relating to bringing the special proceeding. The Westchester Court conducted a settlement conference regarding the attorney’s fees issue. However, the matter was not resolved on that date and remains pending. The Company is currently working with its transfer agent and Zhikang Huang’s counsel to remove the restrictive legend on the 90,000 shares and transfer them to the brokerage account(s) designated by Zikang Huang. Except as set forth above, there has been no other material development in the legal proceedings that the Company is a party. For a discussion of all of our legal proceedings, see the information in Part I, “Item 1. Business - Recent Developments” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025. *Civil Monetary Penalty* In March 2023, as a result of the incorrect accounting treatment of approximately $4.6 million of related party loan receivable in the fiscal year ended June 30, 2021 and the incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the three months ended September 30, 2021 and the six months ended December 31, 2021, the Company filed an amendment to (1) the 2021 Form 10-K and (2) each of the 2021 Form 10-Qs. On June 17, 2024, the Company received a subpoena issued by the Securities and Exchange Commission, requesting the production of certain documents related to the investigation by the SEC regarding the Restatements. On January 17, 2025, after cooperating with the SEC’s investigations, the Company reached a resolution with the SEC regarding the aforementioned matters. The SEC approved the Company’s Offer of Settlement and issued its Cease-and-Desist 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.

Commitments and Contingencies

9 Months Ended

Mar. 31, 2026

Commitments and Contingencies [Abstract]

Note 13. COMMITMENTS AND CONTINGENCIES

Contingencies

Crivellaro v. Singularity Future Technology Ltd.

As previously disclosed, on December 17, 2024, the United States District Court for the Eastern District of New York (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. 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 $5,850,000 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.

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 International Bank S.A. (“Silkroad”) 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.

The Company has requested that Silkroad transfer a total of $6.3 million to the Company’s Bank of America account. The Company has also requested clarification from Silkroad regarding the initial $3,000,000 transfer that it instructed Silkroad to remit to the Company’s Bank of America account in August 2025. However, after the Central Bank in Djibouti notified Silkroad that it did not have sufficient foreign exchange quota available, the initial $3,000,000 transfer and the subsequent $3,300,000 transfer have not been reinstated, and Silkroad has remained unable to execute these remittances. 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 and continues to keep the Court updated as to the status of the Bank of America account. In addition, the Company is continuing its efforts to negotiate with potential individual investors regarding making an investment in the Company to help with satisfying the Company’s settlement obligations.

On October 31, 2025, Lead Plaintiff filed a Motion for Final Approval of Class Action Settlement. A Fairness Hearing was initially set by the Court for December 7, 2025. However, the Fairness Hearing has been adjourned to March 9, 2026. On January 20, 2026, the Company filed a letter motion for a pre-motion conference with the Court regarding its unopposed motion for approval of issuance of shares pursuant to 15 U.S.C. § 77c(a)(10) in connection with the Settlement Agreement.

On October 9, 2025, the Company 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.

On March 9, 2026, the Court held a fairness hearing regarding the Class Action settlement (“Fairness Hearing”). During the Fairness Hearing, the Court denied Lead Plaintiffs’ Motion for Final Approval of Class Action Settlement without prejudice, denied as moot the following (1) Lead Plaintiffs’ Motion for Attorney Fees, Litigation Expenses, and Service Awards; (2) Lead Plaintiffs Motion for Approval of Amended and Restated Settlement Fund Escrow Agreement; and (3) Singularity’s Motion for Approval of issuance of Shares pursuant to 15 U.S.C. § 77c(a)(10) (D.E. 158), and held that the temporary restraining order remains in place. The Court also directed the parties to advise the Court by April 8, 2026, in a joint letter, how they intended to proceed in light of the Court’s ruling, including (1) moving forward with trial; (2) renewing the Motion for Final Approval of the Class Action Settlement once Singularity has completed payment; or (3) amending the settlement. The Settlement Agreement was therefore terminated. 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.

Huang v. Singularity Future Technology Ltd.

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.

The Company has completed the $300,000 settlement payment and issued 90,000 shares of the Company’s common stock to Zhikang Huang by October 20, 2025. However, on June 15, 2025, Zhikang Huang filed a petition against the Company and certain Company individuals seeking payment of the Virginia judgment and attorney’s fees. After the Company completed the $300,000 settlement payment, but before the transfer of the Company’s common stock was due, Zhikang Huang’s counsel caused the Westchester Court to enter an order against the Company and certain Company individuals to enforce the payment of the Virginia judgment and attorney’s fees, on September 25, 2025. On October 10, 2025, the Company filed a motion to vacate the September 25, 2025, order and to impose sanctions. On October 13, 2025, upon learning funds were transferred from the Company secretary’s account in the amount of the award for attorney’s fees, the Company filed a proposed Order to Show Cause seeking among other things, staying further enforcement of the Virginia judgment. On October 15, 2025, the Court entered the Order to Show Cause and provided that pending the resolution of the Order to Show Cause, all further collection proceedings in the action are stayed. A hearing the Company’s motion to vacate and Order to Show Cause are currently set to be heard on February 18, 2026, but adjourned to March 25, 2026. At the March 25, 2026 hearing the Westchester Court stated that when the Company provides proof that the 90,000 shares have been deposited into Zhikang Huang’s brokerage account (as set forth in the settlement agreement) at the close of the six (6) month Rule 144 period, the Westchester Court was inclined to grant the Company’s motions. However, the Westchester Court stated that it will allow Zhikang Huang’s counsel to refile a motion for attorneys’ fees that are solely based on attorneys’ fees relating to bringing the special proceeding. The Westchester Court conducted a settlement conference regarding the attorney’s fees issue. However, the matter was not resolved on that date and remains pending. The Company is currently working with its transfer agent and Zhikang Huang’s counsel to remove the restrictive legend on the 90,000 shares and transfer them to the brokerage account(s) designated by Zikang Huang.

Except as set forth above, there has been no other material development in the legal proceedings that the Company is a party. For a discussion of all of our legal proceedings, see the information in Part I, “Item 1. Business - Recent Developments” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

Civil Monetary Penalty

In March 2023, as a result of the incorrect accounting treatment of approximately $4.6 million of related party loan receivable in the fiscal year ended June 30, 2021 and the incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the three months ended September 30, 2021 and the six months ended December 31, 2021, the Company filed an amendment to (1) the 2021 Form 10-K and (2) each of the 2021 Form 10-Qs.

On June 17, 2024, the Company received a subpoena issued by the Securities and Exchange Commission, requesting the production of certain documents related to the investigation by the SEC regarding the Restatements. On January 17, 2025, after cooperating with the SEC’s investigations, the Company reached a resolution with the SEC regarding the aforementioned matters.

The SEC approved the Company’s Offer of Settlement and issued its Cease-and-Desist 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.