Financial Analysis

14. Commitments and Contingencies Other commitments Other than the standby letters of credit with Eastwest Bank in the aggregate amount of US$4,387,550 (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, 2025 and 2024. Contingencies The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on the Companys consolidated financial position, cash flows or results of operations taken as a whole. As of June 30, 2025 and 2024, the Company was not a party to any material legal or administrative proceedings. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

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 shares 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, is no longer expected to be disbursed, since the initial Registration Statement did not become …

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A summary of the Companys revenue disaggregated by major service lines is as follows: June 30, 2025 June 30, 2024 US$ US$ Transportation services 127,013,393 115,323,654 Warehousing services 63,285,107 51,502,358 Other services 109,758 151,022 Total 190,408,258 166,977,034 …

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11. Income Taxes Under the current California state and U.S. federal income tax, 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%. The Companys provision for income taxes/(recovery) consisted of the following: June 30, 2025 June 30, 2024 US$ US$ Current (26,954 ) 2,145,072 Deferred (1,536,455 ) 801,333 Total income tax expenses (recovery) (1,563,409 ) 2,946,405 The following table reconciles income taxes based on the U.S. statutory tax rate to the Companys income tax expense: June 30, 2025 June 30, 2024 US$ US$ Statutory tax rate 29.84 % 29.84 % (Loss) Income for the year before income taxes (16,912,176 ) 10,387,623 Expected income tax expense (5,046,594 ) 3,099,667 Permanent differences deductible state tax expense in computation of federal tax - (153,262 ) Change in valuation allowance 3,510,139 - Prior year true-up (26,954 ) - Total income taxes (1,563,409 ) 2,946,405 Significant components of deferred income tax assets and liabilities were as follows: June 30, 2025 June 30, 2024 US$ US$ Deferred income tax assets (liabilities) Net operating loss carrying forward 5,040,024 - Allowance for credit loss 177,509 121,503 Valuation allowance (3,510,139 ) - Property, plant and equipment (1,707,394 ) (1,657,958 ) Total deferred income tax assets (liabilities) - (1,536,455 ) As at June 30, 2025, the Company had federal and state net operating loss carryforwards of US$16.82 m …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recently issued accounting standards In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the Companys chief operating decisionmaking group (the CODM). The new standard is effective for the Company for its annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025, with early adoption permitted. The Company adopted ASU 2023-07 on January 1, 2024, which did not have a material impact on the Consolidated Financial Statements Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Companys consolidated financial statements. …

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15. Related Party Transactions and Balances Related Parties Name of related parties Relationship with the Company Jacky Chen Former CEO of the Companys significant operating subsidiary, Armstrong Logistic Inc. (from January 1, 2021 to December 31, 2021) Aidy Chou Founder, CEO, and substantial stockholder Tong Wu Founder, Secretary, Treasurer, director, and substantial stockholder DNA Motor Inc. A company wholly-owned by Jacky Chen Junchu Inc. A company wholly-owned by Tong Wu Related Party transactions The Company had the following related party transactions: (i) During the year ended June 30, 2025, the Company repaid an aggregate of US$350,209 to the Companys related parties, Jacky Chen and Tong Wu. During the year ended June 30, 2024, the Companys related party, Jacky Chen, advanced US$1,000 to support the Companys working capital needs. (ii) DNA Motor Inc., the landlord of five of the Companys operating leases, is owned by Jacky Chen. During the year ended June 30, 2025, for these operating leases, US$302,855 (2024: US$396,213) of lease expense was recorded in general and administrative expenses, US$8,995,340 (2024: US$11,576,570) was recorded in cost of service, and US$396,654 (2024: US$1,244,809) was recorded in other expenses. The aggregate lease liability associated with these operating leases as of June 30, 2025 was US$24,092,384 (2024: US$32,853,612). (iii) During the year ended June 30, 2025, the Company generated revenue of US$118,285 (2024: US$520,805) for providi …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

2. Summary of significant accounting policies Principal of consolidation The audited consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company 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. There were no significant accounting estimates affecting the audited consolidated fi …

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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, with 42,250,934 and 41,634,000 shares were issued and outstanding as of June 30, 2025 and 2024, respectively. On May 15, 2024, the Company issued to EF Hutton LLC (now known as D. Boral Capital LLC; hereinafter, the Representative), as representative of the several underwriters with respect to the Companys initial public offering (the IPO), and its affiliates, certain warrants, exercisable during the five-year period from the commencement of sales of the shares of common stock offered in the IPO, entitling the Representative to purchase an aggregate of up to 81,700 shares of common stock at a per share price equal to 125.0% of the public offering price per share in the IPO, or US$6.25 (the Representatives Warrants). The fair value of US$268,430 of the Representatives Warrants, using the Black Scholes Model with the following weighted-average assumptions: market value of underlying share of US$4.62, risk free rate of 4.46%, expected term of five years; exercise price of the warrants of US$6.25, volatility of 100%; and expected future dividends of nil , was recorded in the Additional Paid-in Capital. On December 13, 2024, the Company issued 43,147 shares of common stock, par value of US$0.00001 per share, for a price of US$5.79 per share, for an aggregate amount of US$250,000 as 50% of the commitment fee to an investor. In March 2025, the Company issued …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

16. Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to June 30, 2025, 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 consolidated financial statements other than the one below: On March 6, 2025, the Company entered into a non-binding Letter of Intent to acquire 100% of the issued and outstanding capital stock of Leopard Transnational Inc., a California-based logistics provider with approximately 360,000 square feet of U.S. warehouse space. The proposed consideration includes common stock and potential earn-out payments. The transaction remains subject to due diligence, negotiation of a definitive agreement, and necessary approvals, and had not been completed as of the date the financial statements were available to be issued. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing