Note 1. ORGANIZATION AND NATURE OF BUSINESS

The Company is an integrated logistics solution provider that was founded in 2001. On September 18, 2007, the Company merged into Sino-Global Shipping America, Ltd., a Virginia corporation. On January 3, 2022, the Company changed its corporate name from Sino-Global Shipping America, Ltd. to Singularity Future Technology Ltd. to reflect its then expanded operations into the digital assets business. Currently, the Company primarily focus on providing freight logistics services, which include shipping, and other logistical support to steel companies, through subsidiary, Trans Pacific Shipping Limited.

To date, the Company has not generated any revenues from entry into the solar panel production and distribution business.

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.

As of June 30, 2026, the Company’s subsidiaries included the following:

Liquidity

In evaluating the Company’s liquidity position and the existence of substantial doubt about its ability to continue as a going concern, management regularly monitors and analyzes its on-hand cash balances and contractual operating expenditure commitments. The Company’s primary liquidity needs are to satisfy ongoing working capital requirements and settle all current operating expense obligations. Since inception, the Company has historically funded its operations principally through cash generated from operating activities, issuances of common equity securities, and third-party indebtedness.

The accompanying consolidated financial statements have been prepared on the going concern basis, which contemplates the realization of assets and the discharge of liabilities in the ordinary course of business. These financial statements do not include any adjustments or reclassifications that might become necessary should the Company be unable to continue as a going concern. For the fiscal years ended June 30, 2026 and 2025, the Company incurred net losses of $5.9 million and $3.3 million, respectively, and recorded net cash used in operating activities of $21.6 million and $2.7 million, respectively. These conditions, together with the Company’s limited on-hand cash position as of June 30, 2026 of $57,275, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The consolidated financial statements do not reflect any adjustments related to the eventual outcome of this uncertainty.

Subsequent to the fiscal year ended June 30, 2026, the Company completed four separate equity financing transactions to strengthen its consolidated balance sheet and materially expand its available operating capital base:

In performing its going concern assessment required under ASC 205-40, management has developed and is implementing formal mitigation plans designed to alleviate the substantial doubt previously identified as of June 30, 2026. These plans principally consist of:

Nevertheless, the Company may require incremental capital in future periods to fund its planned business expansion. If the Company determines that its projected cash requirements will exceed its then-current cash and cash equivalent balances, it may elect to raise additional capital through the issuance of equity or debt securities, or by securing new credit facilities. Any issuance of additional equity securities would result in incremental dilution to the existing shareholders of the Company.

Based on management’s comprehensive evaluation, which incorporates the aggregate ~$38.8 million gross proceeds raised from the four completed subsequent equity financings and the planned execution of the mitigation measures described above, management has concluded that it is probable that the Company will have sufficient liquidity to meet its obligations as they come due within one year after the financial statements are issued, and that the previously identified substantial doubt about the Company’s ability to continue as a going concern has been fully alleviated. Accordingly, the accompanying consolidated financial statements have been prepared on the going concern basis. There can be no assurance, however, that the Company’s mitigation plans will be executed exactly as currently contemplated. The consolidated financial statements do not include any adjustments that might arise from the outcome of this residual operational and financing uncertainty.