Singularity Future Technology Ltd. — FY2026 Form 10-K
Reporting period: Fiscal year ended June 30, 2026. The company is a small, non-asset-based logistics provider, with freight logistics services in the PRC currently its only reportable segment and sole source of revenue. Its 10-K was signed September 29, 2026.
Financial results and liquidity
| Metric | FY2026 | FY2025 |
|---|---|---|
| Revenue | $1.69 million | $1.81 million |
| Gross profit / margin | $53,866 / 3.2% | $51,399 / 2.8% |
| Operating loss | $1.98 million | $2.71 million |
| Net loss | $5.91 million | $3.31 million |
| Net cash used in operating activities | $21.63 million | $2.69 million |
- Revenue fell 6.6%, which management attributed mainly to lower PRC shipping activity. Gross margin improved by 0.4 percentage points; management cited pricing optimization.
- General and administrative expense declined 27% to $1.84 million. The larger net loss primarily reflects a $3.8 million class-action settlement expense and higher interest expense, partly offset by lower operating expenses and a $157,658 gain on subsidiary disposals.
- At June 30, 2026, cash was $57,275 and restricted cash was $2.09 million. Working capital was approximately $10.5 million, but $19.2 million of current assets consisted of supplier advances. The company reported collecting those advances in full in September 2026.
- Third-party loans totaled $3.78 million, up from $1.47 million a year earlier; the reported weighted-average interest rate was 12%. Current liabilities were $11.94 million, including $3.43 million of taxes payable and $3.8 million for the class-action settlement.
- The $21.63 million operating cash outflow was driven principally by the $19.2 million supplier advances and the net loss. Financing activities provided $6.02 million.
Material changes, outlook, and risks
- Customer and supplier concentration: Chongqing Iron & Steel accounted for 100% of FY2026 revenue, versus 94.4% in FY2025; it also represented 100% of year-end accounts receivable. Two suppliers accounted for 28.5% and 18.2% of FY2026 purchases.
- Business changes: The company disposed of New Energy Tech Limited for $2.7 million in September 2025 and dissolved Brilliant Warehouse Service Inc. in August 2025. It says it has not generated revenue from solar panel production and distribution. Agricultural commodity trading is under evaluation after the company refunded the advances it had made to suppliers.
- Data-center proposal: An August 2026 framework agreement concerns possible development of an AI-computing and data-center platform at an approximately 900-acre South Carolina site. It is non-binding apart from specified provisions, requires due diligence, utility confirmation, financing, approvals and definitive agreements, and has no assured development timetable or outcome. The company cites preliminary power capacity of about 25 MW and a potential expansion to about 99 MW, subject to multiple conditions.
- Going concern and subsequent financing: The filing says the FY2026 losses, operating cash outflow and low cash balance raised substantial doubt about the company’s ability to continue as a going concern. It states that four post-year-end equity financings produced approximately $38.8 million in gross proceeds and that management concluded the doubt was alleviated for the year following issuance of the financial statements. The financings involve dilution and warrants; the filing also says amended warrants under the approximately $30 million transaction require shareholder approval.
- Litigation and contingencies: The company agreed to a $5.8 million securities class-action settlement, including $2.0 million previously escrowed. It paid the remaining $3.8 million after year-end; preliminary court approval was granted, but final approval is scheduled for January 25, 2027. Other matters include a former employee/director arbitration, wage litigation and a dispute involving former executive Angela Shan; the company says the ultimate loss in the Shan matters cannot be reasonably estimated. The company also reports a $350,000 SEC penalty in 2025 related to financial reporting, accounting, books and records, and internal controls.
- Reporting and listing: Management reported effective disclosure controls and no material weakness in internal control over financial reporting as of June 30, 2026; the auditor did not audit internal controls. Nasdaq notified the company in August 2026 that it had regained minimum-bid-price compliance. The company identifies PRC regulatory, cross-border cash-transfer and HFCAA/PCAOB inspection risks.
- Audit: The independent auditor issued an unqualified opinion on the financial statements and identified supplier advances, the class-action settlement and revenue recognition as critical audit matters.
- The filing provides no quantified operating forecast or earnings guidance. The company says it expects to retain earnings and does not anticipate paying cash dividends in the foreseeable future.
Key facts for investors to verify
- Confirm the September 2026 receipt of the approximately $19.2 million supplier refunds, the counterparties and the resulting available cash position.
- Reconcile the reported $38.8 million of post-year-end gross equity proceeds with transaction documents, net proceeds, share issuances and potential warrant dilution; confirm shareholder approval status for the amended warrants.
- Check the final court outcome and any further obligations in the class action, Shan dispute, Song arbitration and Dai litigation.
- Assess the sustainability of operations with a single customer providing all revenue, thin gross margins, and recurring operating cash needs.
- Review the data-center proposal’s binding terms, power and utility confirmation, financing plan, approvals and definitive agreements before assigning value to it.
- Reconcile post-reverse-split share and offering figures across the filing: certain descriptions give different share counts and per-share prices for the approximately $30 million transaction. Also note the cover reports 5,403,788 shares outstanding as of September 28, 2026, while the financial statements report 520,964 shares at June 30, 2026, retrospectively adjusted for the 1-for-14 reverse split.