Financial Analysis

15. Commitments and Contingencies Other commitments Other than the standby letters of credit with Eastwest Bank in the aggregate amount of US$4,325,148 (see Note 2) and the operating and finance leases (see Note 7), the Company did not have other significant commitments, long-term obligations, or guarantees as of June 30, 2026 and 2025. Contingencies The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. As of June 30, 2026, except the transfer of listing of the Companys common stock described below, the Company was not a party to any material legal or administrative proceedings. As of June 30, 2025, the Company was not a party to any material legal or administrative proceedings. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing As previously disclosed on a Current Report on Form 8-K filed by the Company, on November 7, 2025, the Company received a written notice from the Listing Qualifications Department (the Staff) of The Nasdaq Stock Market LLC (Nasdaq) notifying the Company that, for the 30 consecutive business days preceding the receipt of the notice, the bid price for the Companys common stock had closed below the minimum $1.00 per share requirement set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market (the Minimum Bid Price Requirement). The Company was granted an initial period of 180 calendar days, or until May 6, 2026, to regain c …

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9. Convertible notes On November 25, 2024, the Company entered into a Standby Equity Purchase Agreement (the SEPA) with YA II PN, Ltd. (the Investor), pursuant to which the Company has the right to sell to the Investor up to $50.0 million (the Commitment Amount) of the Companys common stock, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. In connection with the SEPA, and subject to the conditions set forth therein, the Investor agreed to advance to the Company, pursuant to certain convertible promissory notes (the Convertible Notes), an aggregate principal amount of up to $21.0 million (the Pre-Paid Advance), subject to a 10% original issue discount, to be disbursed to the Company in three tranches: The first Pre-Paid Advance was disbursed on November 25, 2024 (Promissory Note 1), in the amount of $5.0 million, and the Company received $4.5 million in cash, net of the 10% original issue discount. The second Pre-Paid Advance was disbursed on December 17, 2024 (Promissory Note 2), in the amount of $5.0 million, and the Company received $4.5 million in cash, net of the 10% original issue discount. The third Pre-Paid Advance, originally expected to be advanced in the principal amount of $11.0 million on the second trading day after the initial Registration Statement (as defined in the SEPA) first became effective, was not disbursed, as the initial Registration Statement did not become effective within 75 calendar …

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A summary of the Companys revenue disaggregated by major service lines is as follows: June 30, 2026 June 30, 2025 US$ US$ Transportation services 108,620,049 127,013,393 Warehousing services 77,145,355 63,285,107 Other services 69,649 109,758 Total 185,835,053 190,408,258 …

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11. Income Taxes Under current California state and U.S. federal income tax laws, the Companys California subsidiaries are subject to the California state corporate income tax at a rate of 8.84% and federal income tax at a flat rate of 21%. During the year ended June 30, 2026, the Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures on a prospective basis for the first annual period beginning after December 15, 2024. The adoption did not affect the recognized amounts of income tax expense or related tax balances; it expanded the income tax disclosures presented below. Prior comparative periods have not been restated, consistent with the prospective method of adoption. Components of loss before income taxes The following table presents the components of loss before income taxes by geographic region for the year ended June 30, 2026, in accordance with the updated requirements of ASU 2023-09: June 30, 2026 US$ United States (20,874,520 ) Total income (loss) before income taxes (20,874,520 ) The following tables present the provision for, or benefit from, income taxes for the year ended June 30, 2026, in accordance with the updated requirements of ASU 2023-09: June 30, 2026 Current income taxes: US$ U.S. Federal U.S. State & local (net) Total current Deferred income taxes: U.S. Federal U.S. State & local (net) Total deferred Income tax expenses The Companys income tax recovery for the fiscal year ended June 30, 2025 consisted of th …

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Recently issued accounting standards In November 2024, the FASB issued ASU 2024- 03 , Income Statement Reporting Comprehensive Income (Topic 220 - 40 ): Expense Disaggregation Disclosures (ASU 2024- 03 ). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entitys expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024- 03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company has not yet adopted this new guidance and is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures. In January 2025, the FASB issued ASU 2025- 01 , which clarifies the effective date of ASU 2024- 03 for non-calendar year-end entities. ASU 2024- 03 and ASU 2025- 01 are effective for public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company has not yet adopted this new guidance and is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclos …

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16. Related Party Transactions and Balances Related Parties Name of related parties Relationship with the Company Aidy Chou Founder, CEO, and substantial stockholder Tong Wu Founder, Interim Chief Financial Officer, Secretary, Treasurer, director, and substantial stockholder Junchu Inc. A company wholly-owned by Tong Wu Related Party transactions The Company had no related party transactions.

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13 . Segment Information The Company follows FASB ASC Topic 280, Segment Reporting, which requires companies to disclose segment data based on how management makes decisions about allocating resources to segments and evaluating their performance. Reportable operating segments include components of an entity about which separate financial information is available and whose operating results are regularly reviewed by the chief operating decision maker (the CODM) to make decisions about resource allocation and to assess each operating segments performance. The Companys CODM is Mr. Aidy Chou, Chief Executive Officer of the Company. The CODM regularly reviews financial information, including segment revenue, gross loss, general and administrative expenses, segment net loss, segment assets, and long-lived assets, to evaluate segment performance and allocate resources accordingly. Based on its internal management reporting and assessment, the Company has determined that it operates in one reportable segment, with over 90% of its revenues and assets generated within the United States. As the Company operates in only one reportable segment, all financial information required by ASC 280 is presented in the accompanying consolidated financial statements. Substantially all of the Companys revenues are derived from operations conducted in the United States, and substantially all of its long-lived assets are located in the United States. The Company operates as a single operating and repor …

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2 . Summary of significant accounting policies Principal of consolidation The audited consolidated financial statements include the financial statements of Armlogi Holding Corp. and its subsidiaries (collectively, the Company). All transactions and balances among Armlogi Holding Corp. and its subsidiaries have been eliminated upon consolidation. Principal activities Percentage of ownership Date of incorporation Place of incorporation Armlogi Holding Corp. Holding company September 27, 2022 Nevada, U.S. Armstrong Logistic Inc. Logistic services 100 % April 16, 2020 California, U.S. Armlogi Truck Dispatching LLC Truck dispatching services 100 % February 26, 2021 California, U.S. AndTech Trucking LLC Trucking services 100 % May 7, 2021 California, U.S. Armlogi Trucking LLC Trucking services 100 % March 25, 2021 California, U.S. AndTech Customs Broker LLC Customs house brokerage services 100 % June 8, 2021 California, U.S. Armlogi Group LLC Leasing services 100 % October 19, 2021 California, U.S. Use of estimates The preparation of financial statements and related disclosures in accordance with accounting principles generally accepted in the United States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. The most significant estimates rela …

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12. Stockholders Equity The Company is authorized to issue 100,000,000 shares of common stock, par value US$0.00001 per share, of which 45,443,079 and 42,250,934 shares were issued and outstanding as of June 30, 2026 and 2025, respectively. As of June 30, 2026 and 2025, the Company had 81,700 warrants outstanding and exercisable to purchase an aggregate of 81,700 shares of common stock. On December 13, 2024, the Company issued 43,147 shares of common stock, par value of US$0.00001 per share, at a price of US$5.79 per share, for an aggregate amount of US$250,000, representing 50% of the commitment fee payable to an investor. In March 2025, the Company issued 434,879 shares of common stock, par value of US$0.00001 per share, at a price of US$1.73 per share, for an aggregate amount of US$750,000, for Investor Notices pursuant to the SEPA. In May 2025, the Company issued 138,908 shares of common stock, par value of US$0.00001 per share, at a price of US$1.44 per share, for an aggregate amount of US$200,000, for Investor Notices pursuant to the SEPA. In September 2025, the Company issued 77,669 shares of common stock at a price of US$1.29 per share and 3,114,476 shares of common stock at a price of US$1.19 per share, each with a par value of US$0.00001 per share, for an aggregate amount of US$3,800,000, for Investor Notices pursuant to the SEPA to settle the remaining balance on the convertible notes. …

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17. Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to June 30, 2026, through the date the consolidated financial statements were available to issue, and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the audited consolidated financial statements.

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