Commitments and Contingencies	12 Months Ended
Jun. 30, 2026
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 13. COMMITMENTS AND CONTINGENCIES Contingencies Crivellaro v. Singularity Future Technology Ltd. On December 9, 2022, a securities class action, Crivellaro v. Singularity Future Technology Ltd., et al., No. 22-cv-7499-BMC, was commenced against the Company and certain other defendants in the United States District Court for the Eastern District of New York (the “EDNY”), alleging violations of the federal securities laws (the “Class Action”). On June 22, 2026, the Company and the lead plaintiffs entered into an Amended Stipulation and Agreement of Settlement (the “Amended Settlement Agreement”), pursuant to which and subject to approval by EDNY, the Company agreed to settle the Class Action for an aggregate cash settlement amount of $5.8 million, including $2.0 million previously deposited into escrow. The Company completed an additional payment of $1.5 million in July 2026. The Company subsequently paid the remaining $2.3 million on September 8, 2026. The Court granted preliminary approval of the Amended Settlement Agreement and approved the settlement schedule on September 10, 2026. The Court set the Fairness Hearing for January 25, 2027. Until the conclusion of the Fairness Hearing, the ultimate outcome of the Class Action remains uncertain, and there can be no assurance that the Amended Settlement Agreement will receive final approval. If the settlement is not finalized, the Company intends to continue defending itself in the Class Action. On June 22, 2026, the Company and the lead plaintiffs entered into an Amended Stipulation and Agreement of Settlement (the “Amended Settlement Agreement”), which amended and superseded the Original Settlement Agreement. Pursuant to the Amended Settlement Agreement and subject to approval by EDNY, the Company agreed to settle the Class Action for an aggregate cash settlement amount of $5.8 million, including $2.0 million previously deposited into escrow. The Company completed an additional payment of $1.5 million in July 2026. The Company subsequently paid the remaining $2.3 million on September 8, 2026. As of the date of this Annual Report, EDNY has not yet granted final approval of the Amended Settlement Agreement, and the Class Action remains pending. The ultimate outcome of the Class Action remains uncertain, and there can be no assurance that the Amended Settlement Agreement will receive EDNY approval. If the settlement is not finalized, the Company intends to continue defending itself in the Class Action. 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, Virginia, alleging that the Company failed to pay certain severance compensation, salary and incentive-based bonus. On January 31, 2025, the court entered a judgment in favor of Mr. Huang and against the Company in the amount of approximately $469,000, plus interest. However, on June 15, 2025, Mr. Huang filed a petition in the Supreme Court of New York, County of Westchester (the “Westchester Court”) against the Company and certain Company individuals seeking payment of the Virginia judgment and attorney’s fees. On August 23, 2025, the Company and Mr. Huang entered into a settlement agreement to resolve the claims, pursuant to which the Company agreed to pay Mr. Huang $300,000 and issue 90,000 shares of common stock in exchange for a release of his claims, including the Virginia judgment. The Company subsequently completed the cash payment and share issuance in accordance with the settlement agreement in August and October 2026, respectively. On September 25, 2025, the Westchester Court entered an order, awarding the additional attorney’s fees and directing the Company to pay the entire original judgment plus interest. On October 10, 2025, the Company filed a motion to vacate the September 25 order. On June 3, 2026, the September 25 order was vacated by the Westchester Court in its entirety. Mr. Huang may seek attorneys’ fees relating solely to the New York special proceeding, which remains pending, by filing a motion requesting the same. As of the date of this disclosure Mr. Huang has not filed a motion for attorney’s fees. Jing Shan v. Singularity Future Technology Ltd. The Company’s subsidiary, SG Shipping & Risk Solution, Inc. (“Plaintiff”), was party to a lawsuit it filed on July 13, 2023, in the United States District Court for the Eastern District of New York (Case No. 2:23-cv-05332-NJC-ARL) (the “SG Shipping Action”), wherein Plaintiff sought an award of monetary damages in connection with the conversion of Plaintiff’s corporate funds that Plaintiff alleges its former chief operations officer, Angela Shan (“Shan”), converted from Plaintiff. The Company dismissed the SG Shipping Action without prejudice on May 30, 2025, reserving the right to refile the case. On October 25, 2023, Shan filed suit against the Company in the action captioned Shan v. Singularity Future Technology, Ltd., Case No. CL23-4916-WRM, Circuit Court of Virginia, City of Richmond for indemnification (the “Virginia Action”). On December 8, 2023, the Company filed a counterclaim in the Virginia Action against Shan (the “Counterclaim”). On February 12, 2024, Shan filed a motion to dismiss the Counterclaim (the “Motion to Dismiss”) and a motion for summary judgment in the Virginia Action (the “Motion for Summary Judgment”). On May 3, 2024, the Circuit Court of Virginia entered an order granting the Motion to Dismiss, partially granting the Motion for Summary Judgment, and ordering Singularity to pay Shan her reasonable attorneys’ fees and costs. On January 17, 2025, the Circuit Court of Virginia entered a contempt order, ordering the Company to pay Shan $82,586.51 (the “Virginia Contempt Judgment”). On September 5, 2025, Shan moved to enforce the Virginia Judgment in New York (the “Enforcement Action”) and incurred attorneys’ fees (the “Enforcement Action Attorneys’ Fees”). Following a trial, on July 13, 2026, the Circuit Court of Virginia entered an additional Final Judgment Order against the Company in favor of Shan in the Virginia Action in the amount of $380,349.66 (the “Virginia Fee Judgment”). The parties have been negotiating a resolution of the Virginia Action and the Enforcement Action, including the Enforcement Action Attorneys’ Fees and the Virginia Fee Judgment. Haotian Song Arbitration Haotian Song, a former employee and director of the Company, commenced an employment-related arbitration before the American Arbitration Association against the Company and certain individual respondents, Case No. 01-26-0001-3574. The dispute concerns, among other matters, Mr. Song’s employment agreements, a reduction in his compensation, allegedly unpaid compensation, the termination of his health insurance coverage and related continuation coverage issues, and the circumstances surrounding his resignation in July 2024. On September 4, 2026, the arbitrator issued rulings concerning discovery disputes and directed the production of certain documents and information. These rulings did not determine the merits of any claim or defense. The arbitration remains pending. Shilun Dai Litigation On June 17, 2026, Shilun Dai, a former employee of the Company, filed a lawsuit against the Company and Jia Yang, the Company’s Chief Executive Officer, in the United States District Court for the Eastern District of New York, Case No. 1:26-cv-03653. The complaint alleges violations of the Fair Labor Standards Act and the New York Labor Law relating to unpaid overtime and wages, accrued leave compensation, unreimbursed business expenses, wage payment frequency, wage notices and statements, and alleged retaliation. Mr. Dai seeks unpaid compensation, liquidated and statutory damages, back pay, front pay, compensatory damages, interest, attorneys’ fees and costs, and other relief. The litigation remains pending. 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, 2026. Civil Monetary Penalty Following the publication of the Hindenburg Report, the Company received subpoenas from the United States Attorney’s Office for the Southern District of New York and the United States Securities and Exchange Commission (the “SEC”). The Company cooperated with these governmental authorities regarding these matters. The Company is not able to estimate the outcome or duration of the government investigations. As of the date of this report, the Company has not received any updates. On February 28, 2023, the audit committee of the Company, after discussion with the management of the Company, and in consultation with the Company’s independent registered public accounting firm, concluded that the Company’s previously issued financial statements for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2021 (the “2021 Form 10-K”) should no longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party eloan receivable. The audit committee also concluded that the financial statements for the quarters ended September 30, 2021 and December 31, 2021 included in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,” collectively with the 2021 Form 10-K, the “Affected Reports”), filed with the SEC on November 12, 2021 and February 14, 2022, respectively, should no longer be relied upon as a result of incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the three months ended September 30, 2021 and six months ended December 31, 2021. The Company corrected the errors referenced above in an amendment to (1) the 2021 Form 10-K (the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended Form 10-Qs,” collectively with the Amended Form 10-K, the “Restatements”). On June 17, 2024, the Company received a subpoena from the SEC requesting the production of certain documents related to an investigation by the SEC regarding the Restatements (the “Investigation”). Because the Investigation is at an early stage, the Company cannot predict its outcome, duration, or any potential consequences at this time. The SEC has not advised the Company that it has concluded any legal violation has occurred, but any Investigation potentially could result in government enforcement actions and, to civil and/or criminal sanctions under relevant laws. The Company intends to cooperate with the SEC with respect to the Investigation. On January 17, 2025, after cooperating with the 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 (the “SEC 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 paid a civil monetary penalty of $350,000 to the SEC, complied with certain undertakings to remediate its material weaknesses in the internal control and disclosure deficiencies by June 30, 2026, and ceased and desisted 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

12 Months Ended

Jun. 30, 2026

Commitments and Contingencies [Abstract]

Note 13. COMMITMENTS AND CONTINGENCIES

Contingencies

Crivellaro v. Singularity Future Technology Ltd.

On December 9, 2022, a securities class action, Crivellaro v. Singularity Future Technology Ltd., et al., No. 22-cv-7499-BMC, was commenced against the Company and certain other defendants in the United States District Court for the Eastern District of New York (the “EDNY”), alleging violations of the federal securities laws (the “Class Action”).

On June 22, 2026, the Company and the lead plaintiffs entered into an Amended Stipulation and Agreement of Settlement (the “Amended Settlement Agreement”), pursuant to which and subject to approval by EDNY, the Company agreed to settle the Class Action for an aggregate cash settlement amount of $5.8 million, including $2.0 million previously deposited into escrow. The Company completed an additional payment of $1.5 million in July 2026. The Company subsequently paid the remaining $2.3 million on September 8, 2026.

The Court granted preliminary approval of the Amended Settlement Agreement and approved the settlement schedule on September 10, 2026. The Court set the Fairness Hearing for January 25, 2027. Until the conclusion of the Fairness Hearing, the ultimate outcome of the Class Action remains uncertain, and there can be no assurance that the Amended Settlement Agreement will receive final approval. If the settlement is not finalized, the Company intends to continue defending itself in the Class Action.

On June 22, 2026, the Company and the lead plaintiffs entered into an Amended Stipulation and Agreement of Settlement (the “Amended Settlement Agreement”), which amended and superseded the Original Settlement Agreement. Pursuant to the Amended Settlement Agreement and subject to approval by EDNY, the Company agreed to settle the Class Action for an aggregate cash settlement amount of $5.8 million, including $2.0 million previously deposited into escrow. The Company completed an additional payment of $1.5 million in July 2026. The Company subsequently paid the remaining $2.3 million on September 8, 2026.

As of the date of this Annual Report, EDNY has not yet granted final approval of the Amended Settlement Agreement, and the Class Action remains pending. The ultimate outcome of the Class Action remains uncertain, and there can be no assurance that the Amended Settlement Agreement will receive EDNY approval. If the settlement is not finalized, the Company intends to continue defending itself in the Class Action.

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, Virginia, alleging that the Company failed to pay certain severance compensation, salary and incentive-based bonus. On January 31, 2025, the court entered a judgment in favor of Mr. Huang and against the Company in the amount of approximately $469,000, plus interest.

However, on June 15, 2025, Mr. Huang filed a petition in the Supreme Court of New York, County of Westchester (the “Westchester Court”) against the Company and certain Company individuals seeking payment of the Virginia judgment and attorney’s fees.

On August 23, 2025, the Company and Mr. Huang entered into a settlement agreement to resolve the claims, pursuant to which the Company agreed to pay Mr. Huang $300,000 and issue 90,000 shares of common stock in exchange for a release of his claims, including the Virginia judgment. The Company subsequently completed the cash payment and share issuance in accordance with the settlement agreement in August and October 2026, respectively.

On September 25, 2025, the Westchester Court entered an order, awarding the additional attorney’s fees and directing the Company to pay the entire original judgment plus interest. On October 10, 2025, the Company filed a motion to vacate the September 25 order. On June 3, 2026, the September 25 order was vacated by the Westchester Court in its entirety. Mr. Huang may seek attorneys’ fees relating solely to the New York special proceeding, which remains pending, by filing a motion requesting the same. As of the date of this disclosure Mr. Huang has not filed a motion for attorney’s fees.

Jing Shan v. Singularity Future Technology Ltd.

The Company’s subsidiary, SG Shipping & Risk Solution, Inc. (“Plaintiff”), was party to a lawsuit it filed on July 13, 2023, in the United States District Court for the Eastern District of New York (Case No. 2:23-cv-05332-NJC-ARL) (the “SG Shipping Action”), wherein Plaintiff sought an award of monetary damages in connection with the conversion of Plaintiff’s corporate funds that Plaintiff alleges its former chief operations officer, Angela Shan (“Shan”), converted from Plaintiff. The Company dismissed the SG Shipping Action without prejudice on May 30, 2025, reserving the right to refile the case.

On October 25, 2023, Shan filed suit against the Company in the action captioned Shan v. Singularity Future Technology, Ltd., Case No. CL23-4916-WRM, Circuit Court of Virginia, City of Richmond for indemnification (the “Virginia Action”). On December 8, 2023, the Company filed a counterclaim in the Virginia Action against Shan (the “Counterclaim”). On February 12, 2024, Shan filed a motion to dismiss the Counterclaim (the “Motion to Dismiss”) and a motion for summary judgment in the Virginia Action (the “Motion for Summary Judgment”).

On May 3, 2024, the Circuit Court of Virginia entered an order granting the Motion to Dismiss, partially granting the Motion for Summary Judgment, and ordering Singularity to pay Shan her reasonable attorneys’ fees and costs. On January 17, 2025, the Circuit Court of Virginia entered a contempt order, ordering the Company to pay Shan $82,586.51 (the “Virginia Contempt Judgment”). On September 5, 2025, Shan moved to enforce the Virginia Judgment in New York (the “Enforcement Action”) and incurred attorneys’ fees (the “Enforcement Action Attorneys’ Fees”). Following a trial, on July 13, 2026, the Circuit Court of Virginia entered an additional Final Judgment Order against the Company in favor of Shan in the Virginia Action in the amount of $380,349.66 (the “Virginia Fee Judgment”). The parties have been negotiating a resolution of the Virginia Action and the Enforcement Action, including the Enforcement Action Attorneys’ Fees and the Virginia Fee Judgment.

Haotian Song Arbitration

Haotian Song, a former employee and director of the Company, commenced an employment-related arbitration before the American Arbitration Association against the Company and certain individual respondents, Case No. 01-26-0001-3574. The dispute concerns, among other matters, Mr. Song’s employment agreements, a reduction in his compensation, allegedly unpaid compensation, the termination of his health insurance coverage and related continuation coverage issues, and the circumstances surrounding his resignation in July 2024. On September 4, 2026, the arbitrator issued rulings concerning discovery disputes and directed the production of certain documents and information. These rulings did not determine the merits of any claim or defense. The arbitration remains pending.

Shilun Dai Litigation

On June 17, 2026, Shilun Dai, a former employee of the Company, filed a lawsuit against the Company and Jia Yang, the Company’s Chief Executive Officer, in the United States District Court for the Eastern District of New York, Case No. 1:26-cv-03653. The complaint alleges violations of the Fair Labor Standards Act and the New York Labor Law relating to unpaid overtime and wages, accrued leave compensation, unreimbursed business expenses, wage payment frequency, wage notices and statements, and alleged retaliation. Mr. Dai seeks unpaid compensation, liquidated and statutory damages, back pay, front pay, compensatory damages, interest, attorneys’ fees and costs, and other relief. The litigation remains pending.

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, 2026.

Civil Monetary Penalty

Following the publication of the Hindenburg Report, the Company received subpoenas from the United States Attorney’s Office for the Southern District of New York and the United States Securities and Exchange Commission (the “SEC”). The Company cooperated with these governmental authorities regarding these matters. The Company is not able to estimate the outcome or duration of the government investigations. As of the date of this report, the Company has not received any updates.

On February 28, 2023, the audit committee of the Company, after discussion with the management of the Company, and in consultation with the Company’s independent registered public accounting firm, concluded that the Company’s previously issued financial statements for the fiscal year ended June 30, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2021 (the “2021 Form 10-K”) should no longer be relied upon as a result of incorrect accounting treatment of approximately $4.6 million of related party eloan receivable. The audit committee also concluded that the financial statements for the quarters ended September 30, 2021 and December 31, 2021 included in the Company’s Quarterly Reports on Form 10-Q (the “2021 Form 10-Qs,” collectively with the 2021 Form 10-K, the “Affected Reports”), filed with the SEC on November 12, 2021 and February 14, 2022, respectively, should no longer be relied upon as a result of incorrect recognition of revenue from freight shipping services in the amount of $980,200 for the three months ended September 30, 2021 and six months ended December 31, 2021. The Company corrected the errors referenced above in an amendment to (1) the 2021 Form 10-K (the “Amended Form 10-K”) and (2) each of the 2021 Form 10-Qs (the “Amended Form 10-Qs,” collectively with the Amended Form 10-K, the “Restatements”).

On June 17, 2024, the Company received a subpoena from the SEC requesting the production of certain documents related to an investigation by the SEC regarding the Restatements (the “Investigation”). Because the Investigation is at an early stage, the Company cannot predict its outcome, duration, or any potential consequences at this time. The SEC has not advised the Company that it has concluded any legal violation has occurred, but any Investigation potentially could result in government enforcement actions and, to civil and/or criminal sanctions under relevant laws. The Company intends to cooperate with the SEC with respect to the Investigation.

On January 17, 2025, after cooperating with the 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 (the “SEC 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 paid a civil monetary penalty of $350,000 to the SEC, complied with certain undertakings to remediate its material weaknesses in the internal control and disclosure deficiencies by June 30, 2026, and ceased and desisted 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.