What the changes say
- The company added three risks tied to a proposed 900-acre South Carolina AI and hyperscale data center project that remains non-binding and unfinanced.
- Revenue concentration worsened: Chongqing Iron & Steel Ltd. represented 100% of fiscal 2026 revenue, versus 94.4% in fiscal 2025.
- Nasdaq compliance now depends on correcting a $1 minimum bid-price deficiency by November 16, 2026.
- Supplier concentration changed to two suppliers representing 28.5% and 18.2% of fiscal 2026 purchases.
What changed since the prior 10-K
New
- New
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
The Florence, South Carolina data center project is only covered by a mostly non-binding framework, with no definitive development or operating agreements.
- New
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
The proposed data center may require substantial, currently undetermined capital, and unavailable or costly financing could delay, shrink, or end the project.
- New
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
The data center depends on adequate power, telecommunications, water, transportation, third-party infrastructure, and timely governmental approvals that are not yet secured.
Reworded
- 78% rewritten
Our common stock is currently listed on The Nasdaq Capital Market (“Nasdaq”). To maintain this listing, we must satisfy minimum financial and other requirements
The Nasdaq issue changed from a cured annual-meeting deficiency to a $1 minimum bid-price deficiency, with compliance extended through November 16, 2026.
- 53% rewritten
Our growth depends in part on the success of our relationships with third parties
The risk language is unchanged and continues to focus on dependence on third-party relationships and solar partners.
Was: Our growth depends in part on the success of our relationships with third parties, including our solar partners
- 38% rewritten
As discussed in “Item 9.A Controls and Procedures - Disclosure Controls and Procedures,” under the supervision and with the participation of our management, we have taken measures to improve our disclosure controls and procedures
The company now says material weaknesses were fully remediated, while retaining risks of ineffective remediation, future weaknesses, SEC action, and delisting.
- 26% rewritten
We depend on a limited number of suppliers who are able to exert a high degree of influence over us and the loss of our major suppliers could adversely impact on our business
Supplier concentration shifted from three suppliers at 34.4%, 16.3%, and 10.5% to two suppliers at 28.5% and 18.2% of purchases.
- 25% rewritten
We depend on a limited number of major customers who are able to exert a high degree of influence over us and the loss of a major customer could adversely impact on our business
Chongqing Iron & Steel Ltd. increased from 94.4% of fiscal 2025 revenue to 100% of fiscal 2026 revenue.
All 12 risk factors
Headings as the filing states them, in filing order.
Other
- 01As discussed in “Item 1
- 02We are, and may continue to be, subject to securities litigation, which is expensive and could divert management attention, cause harm to our reputation and result in significant damages for which we could be responsible
- 03We are responsible for the indemnification of our officers and directors
- 04We depend on a limited number of major customers who are able to exert a high degree of influence over us and the loss of a major customer could adversely impact on our business25% rewritten
- 05We depend on a limited number of suppliers who are able to exert a high degree of influence over us and the loss of our major suppliers could adversely impact on our business26% rewritten
- 06Our growth depends in part on the success of our relationships with third parties53% rewritten
- 07The restatement of our prior financial statements may affect investor confidence and raise reputational issues and may subject us to additional risks and uncertainties, including increased professional costs and the increased possibility of legal proceedings and regulatory inquiries
- 08As discussed in “Item 9.A Controls and Procedures - Disclosure Controls and Procedures,” under the supervision and with the participation of our management, we have taken measures to improve our disclosure controls and procedures38% rewritten
- 09Our common stock is currently listed on The Nasdaq Capital Market (“Nasdaq”). To maintain this listing, we must satisfy minimum financial and other requirements78% rewritten
- 10Our proposed data center business is at an early stage, and we may not enter into definitive agreements or successfully develop or operate the contemplated projectNew
- 11The 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 allNew
- 12Our 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 projectNew
Other Singularity Future Technology 10-Ks
- FY2025 10-K risk factors8 risks1 new3 reworded
Customer concentration intensified with Chongqing Iron & Steel Ltd. generating 94.4% of revenues. Supplier concentration shifted to three suppliers accounting for 61.2% of total purchases. Material weaknesses persist, risking Nasdaq delisting and SEC scrutiny.
Filed Oct 14, 2025 - FY2024 10-K risk factors7 risks
Heavy customer concentration with Chongqing Iron & Steel generating up to 77.2 percent of revenues. Vulnerability to Nasdaq compliance issues and prior financial restatements.
Filed Oct 15, 2024
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.