UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42099

Armlogi Holding Corp.

(Exact name of registrant as specified in its charter)

Nevada		92-0483179
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

20301 East Walnut Drive North

Walnut, California, 91789

(Address of principal executive offices) (Zip Code)

(888) 691-2911

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.00001 per share		BTOC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 12, 2026, there were 45,443,079 shares of common stock, par value $0.00001 per share, issued and outstanding.

Armlogi Holding Corp.

Form 10-Q

For the Quarterly Period Ended March 31, 2026

Contents

Part I	Financial Information	1

Item 1	Financial Statements	1

	Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and June 30, 2025	1

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine months Ended March 31, 2026 and 2025 (Unaudited)	2

	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the Three and Nine months Ended March 31, 2026 and 2025 (Unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Nine months Ended March 31, 2026 and 2025 (Unaudited)	4

	Notes to Condensed Consolidated Financial Statements (Unaudited)	5

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3	Quantitative and Qualitative Disclosures about Market Risk	33

Item 4	Controls and Procedures	33

Part II	Other Information	34

Item 1	Legal Proceedings	34

Item 1A	Risk Factors	34

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3	Defaults Upon Senior Securities	35

Item 4	Mine Safety Disclosures	35

Item 5	Other Information	35

Item 6	Exhibits	36

Signatures		37

ARMLOGI HOLDING CORP.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

ARMLOGI HOLDING CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2026 AND JUNE 30, 2025
(US$, except share data, or otherwise noted)

	March 31, 2026			June 30, 2025
	US$			US$
	Unaudited			Audited
Assets
Current assets
Cash and cash equivalents		2,668,304			9,190,277
Accounts receivable and other receivable, net of credit loss allowance of $594,869 and $594,869		18,392,275			22,207,500
Other current assets		783,826			998,925
Prepaid expenses		1,307,390			1,375,646
Loan receivables, net of credit loss allowance of $nil and $nil		1,681,245			3,893,563
Total current assets		24,833,040			37,665,911
Non-current assets
Restricted cash		4,398,412			4,387,550
Property and equipment, net		10,074,357			11,259,820
Intangible assets, net		22,259			54,627
Right-of-use assets – operating leases		102,118,310			115,361,185
Right-of-use assets – finance leases		1,408,755			745,547
Other non-current assets		883,125			739,555
Total assets		143,738,258			170,214,195

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Current liabilities
Accounts payable and accrued liabilities		8,381,753			9,604,783
Contract liabilities		602,808			939,097
Accrued payroll liabilities		663,443			283,150
Convertible notes		-			5,292,749
Operating lease liabilities – current		35,351,135			29,280,907
Finance lease liabilities – current		759,787			386,327
Total current liabilities		45,758,926			45,787,013
Non-current liabilities
Operating lease liabilities – non-current		83,822,574			98,939,552
Finance lease liabilities – non-current		702,532			397,692
Total liabilities		130,284,032			145,124,257

Commitments and contingencies
Stockholders’ equity
Common stock, US$0.00001 par value, 100,000,000 shares authorized, 45,443,079 and 42,250,934 issued and outstanding as of March 31, 2026 and June 30, 2025, respectively		454			422
Additional paid-in capital		20,468,826			16,668,858
Retained earnings (Accumulated deficits)		(7,015,054	)		8,420,658
Total stockholders’ equity		13,454,226			25,089,938
Total liabilities and stockholders’ equity		143,738,258			170,214,195

The accompanying notes form an integral part of these condensed consolidated financial statements.

ARMLOGI HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025
(US$, except share data, or otherwise noted)

	Three Months Ended March 31, 2026			Three Months Ended March 31, 2025			Nine months Ended March 31, 2026			Nine months Ended March 31, 2025
	US$			US$			US$			US$
	Unaudited			Unaudited			Unaudited			Unaudited
Revenue		41,678,009			45,844,322			142,694,036			139,469,900
Costs of services		43,543,277			45,566,202			147,813,653			142,315,578
Gross profit		(1,865,268	)		278,120			(5,119,617	)		(2,845,678	)

Operating costs and expenses:
General and administrative		3,325,439			4,472,813			10,871,295			10,800,794
Total operating costs and expenses		3,325,439			4,472,813			10,871,295			10,800,794

Loss from operations		(5,190,707	)		(4,194,693	)		(15,990,912	)		(13,646,472	)

Other (income) expenses:
Other income, net		(159,603	)		(718,025	)		(1,200,475	)		(2,488,346	)
Loss on Disposal of Assets		—			—			—			43,625
Finance costs		36,373			278,385			628,839			367,382
Total other (income)		(123,230	)		(439,640	)		(571,636	)		(2,077,339	)

Loss before provision for income taxes		(5,067,477	)		(3,755,053	)		(15,419,276	)		(11,569,133	)

Current income tax expense		—			—			16,436			—
Deferred income tax (recovery) expense		—			—			—			(1,506,969	)
Total income tax (recovery) expenses		—			—			16,436			(1,506,969	)
Net loss		(5,067,477	)		(3,755,053	)		(15,435,712	)		(10,062,164	)
Total comprehensive loss		(5,067,477	)		(3,755,053	)		(15,435,712	)		(10,062,164	)

Basic & diluted net loss per share		(0.11	)		(0.09	)		(0.35	)		(0.24	)
Weighted average number of shares of common stock-basic and diluted		45,443,079			41,714,608			44,442,202			41,651,007

The accompanying notes form an integral part of these condensed consolidated financial statements.

ARMLOGI HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2026 AND 2025
(US$, except share data, or otherwise noted)

	Common Stock		Amount		Additional paid-in capital		Retained earnings (Accumulated deficits)			Total equity
Nine months Ended
Balance as of June 30, 2024		41,634,000		416		15,468,864		23,769,425			39,238,705
Net loss		—		—		—		(10,062,164	)		(10,062,164	)
Issuance of common stock for commitment fee		43,147		1		249,999		—			250,000
Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA)		434,879		4		749,996		—			750,000
Balance as of March 31, 2025 (unaudited)		42,112,026		421		16,468,859		13,707,261			30,176,541

Three Months ended
Balance as of December 31,2024 (unaudited)		41,677,147		417		15,718,863		17,462,314			33,181,594
Net loss		—		—		—		(3,755,053	)		(3,755,053	)
Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA)		434,879		4		749,996		—			750,000
Balance as of March 31, 2025 (unaudited)		42,112,026		421		16,468,859		13,707,261			30,176,541

Nine months Ended
Balance as of June 30, 2025		42,250,934		422		16,668,858		8,420,658			25,089,938
Net loss		—		—		—		(15,435,712	)		(15,435,712	)
Shares issued for Investor Notices pursuant to Standby Equity Purchase Agreement (SEPA)		3,192,145		32		3,799,968		—			3,800,000
Balance as of March 31, 2026 (unaudited)		45,443,079		454		20,468,826		(7,015,054	)		13,454,226

Three Months ended
Balance as of December 31, 2025 (unaudited)		45,443,079		454		20,468,826		(1,947,577	)		18,521,703
Net loss		—		—		—		(5,067,477	)		(5,067,477	)
Balance as of March 31, 2026 (unaudited)		45,443,079		454		20,468,826		(7,015,054	)		13,454,226

The accompanying notes form an integral part of these condensed consolidated financial statements.

ARMLOGI HOLDING CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 2026 AND 2025 (UNAUDITED)
(US$, except share data, or otherwise noted)

	For The Nine months Ended March 31, 2026			For The Nine months Ended March 31, 2025
	US$			US$
	Unaudited			Unaudited
Cash Flows from Operating Activities:
Net loss		(15,435,712	)		(10,062,164	)
Adjustments for items not affecting cash:
Net loss from disposal of fixed assets		—			43,625
Depreciation of property and equipment and right-of-use assets-finance leases		2,568,088			1,983,166
Amortization		32,368			26,706
Non-cash operating leases expense		4,196,125			5,833,789
Current estimated credit loss		—			228,363
Accretion of convertible notes		527,251			344,925
Deferred income taxes		—			(1,536,455	)
Interest income		(55,992	)		(96,340	)
Gain from settlement of commitment payable		—			(100,000	)

Changes in operating assets and liabilities:
Accounts receivable and other receivables		3,815,225			(1,606,810	)
Other current assets		215,099			(597,401	)
Other non-current assets		(143,570	)		252,001
Prepaid expenses		68,256			(75,557	)
Accounts payable & accrued liabilities		(1,343,843	)		(631,472	)
Contract liabilities		(336,289	)		191,665
Income tax payable		—			(57,589	)
Accrued payroll liabilities		380,293			282,280
Net changes in derecognized ROU and operating lease liabilities		—			(63,874	)
Net cash used in operating activities		(5,512,701	)		(5,641,142	)

Cash Flows from Investing Activities:
Purchase of property and equipment		(787,828	)		(2,593,457	)
Loan disbursements		(2,370,000	)		(1,000,000	)
Proceeds from loan repayments		4,638,310			2,036,705
Proceeds from sale of property and equipment		—			25,000
Net cash provided by (used in) investing activities		1,480,482			(1,531,752	)

Cash Flows from Financing Activities:
Repayment to related parties		—			(350,209	)
Repayment of commitment payable		—			(150,000	)
Repayments of finance lease liabilities		(458,892	)		(108,935	)
Proceeds from convertible notes		—			8,092,473
Repayments of convertible notes		(2,020,000	)		(850,000	)
Net cash (used in) provided by financing activities		(2,478,892	)		6,633,329
Net decrease in cash and cash equivalents and restricted cash		(6,511,111	)		(539,565	)
Cash and cash equivalents and restricted cash, beginning of the period		13,577,827			9,950,384
Cash and cash equivalents and restricted cash, end of the period		7,066,716			9,410,819
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:
Cash and cash equivalents		2,668,304			5,631,247
Restricted cash – non-current		4,398,412			3,779,572
Total cash and cash equivalents and restricted cash shown in the Condensed Consolidated Balance Sheets		7,066,716			9,410,819

Supplemental Disclosure of Cash Flows Information:
Cash paid for income tax		(24,900	)		(87,074	)
Cash paid for interest		—			(22,457	)
Non-cash Transactions:
Right-of-use assets acquired in exchange for finance lease liabilities		1,137,192			—
Right-of-use assets acquired in exchange for operating lease liabilities		4,605,476			28,685,914
Increase (Decrease) in right-of-use assets due to remeasurement of lease terms		63,896			(884,394	)
Shares issued for Investor Notices pursuant to SEPA by reducing the convertible notes		3,800,000			750,000
Shares issued to settle commitment fee		—			250,000

The accompanying notes form an integral part of these condensed consolidated financial statements.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Organization and principal activities

Armlogi Holding Corp. and its consolidated subsidiaries (the “Company”) operate as a third-party logistics company, providing multi-model transportation and logistics services primarily in the United States.

The Company’s primary transportation services involve arranging shipments, on behalf of its customers, of materials that are generally larger than shipments handled by integrated carriers of primarily small parcels, such as FedEx, and UPS, including arranging and monitoring all aspects of material flow activity utilizing advanced information technology systems. The Company also provides other value-added logistics services, including warehousing services, materials management and distribution services, and customs house brokerage services, to complement its core transportation service offering.

2. Summary of significant accounting policies

Basis of presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended June 30, 2025.

In the opinion of the Company’s management, the unaudited interim condensed consolidated financial statements include all adjustments, which are only of a normal and recurring nature, necessary for a fair statement of the financial position of the Company as of March 31, 2026, and its results of operations and cash flows for the nine-month period then ended. Operating results for the three and nine months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ended June 30, 2026.

Going Concern

These financial statements have been prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company incurred a net loss of $15.4 million and $5.5 million net cash used in operating activities during the nine months ended March 31, 2026 and as of that date, had a net current liability of $20.9 million and accumulated deficits of $7.0 million. Without additional financing, the Company may not be able to fund its ongoing operations. The Company is expanding its service offerings to new customers, optimizing warehouse utilization, and developing higher-margin logistics solutions to improve profitability and cash generation. Management is executing a cost optimization plan, including delaying certain non-essential capital expenditures, reducing third-party service costs, and improving operational efficiency across warehouse operations to preserve cash flow. In addition, the Company is in discussions with several financial institutions and investors to secure additional credit facilities and other forms of financing to strengthen working capital. There is no assurance that the Company will be able to obtain financings or obtain them on favorable terms. These uncertainties may cast significant doubt on the Company’s ability to continue as a going concern. The Company will need to raise sufficient working capital to maintain operations. These financial statements do not include any adjustments related to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Such adjustments could be material.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Summary of significant accounting policies (cont.)

Principal of consolidation

The unaudited interim condensed 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. Significant accounting estimates required to be made by management include useful lives of property and equipment, allowance for credit losses for accounts receivable and other receivables, and loan receivables, and discount rates used in the lease accounting for both operating lease and finance lease.

Cash and cash equivalents

Cash and cash equivalents consists of petty cash on hand and cash held in banks and other financial institutions, which is highly liquid and has original maturities of three months or less and is unrestricted as to withdrawal or use.

Restricted Cash

Restricted cash represents the cash restricted for six standby letters of credit with Eastwest Bank as collateral for certain of the Company’s lease agreements. The terms of the letters of credit started from August 4, 2023, May 4, 2023, November 15, 2023, December 27, 2024, January 14, 2025, and March 20, 2025, respectively. The letters of credit are renewable on an annual basis until the termination thereof.

Certain risks and concentration

The Company’s financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash, accounts receivable and other receivable, loan receivables, other current assets, and other non-current assets. As of March 31, 2026 and June 30, 2025, substantially all of the Company’s cash and cash equivalents and restricted cash were held in EastWest Bank located in the U.S., which management considers to be of high credit quality.

As of March 31, 2026 and June 30, 2025, the largest three accounts receivable balances from customers accounted for 37% and 66% of the total balance of accounts receivable, respectively.

Accounts receivable and other receivables

The Company’s receivables are recorded when billed and represent amounts owed by third-party customers. The carrying value of the Company’s receivables, net of the expected credit loss, represents their estimated net realizable value. The Company evaluates the expected credit loss of accounts receivable and other receivables on a loss rate method based on historical information adjusted for current conditions and future estimated economic performance. The Company’s credit term generally ranges from 3 to 30 days, but may be extended up to 180 days with the approval from the board of directors of the Company.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Summary of significant accounting policies (cont.)

Loans receivables

Loan receivables are carried at amortized cost, net of an allowance for credit losses, in accordance with ASC 326, Financial Instruments – Credit Losses (CECL).

Management estimates expected credit losses over the contractual term of the loans, adjusted for expected prepayments, using relevant available information. This includes:

●

historical loss experience for similar loan portfolios;

●

current conditions, such as borrower financial performance and collateral values; and

●

reasonable and supportable forecasts about future economic conditions (e.g., industry trends, customer sector risks, interest rates, and market trends).

The estimate of expected credit losses is measured on a collective (pool) basis when loans share similar risk characteristics (e.g., credit rating, or collateral). Loans that do not share risk characteristics with others are evaluated individually.

Property and equipment

Property and equipment are recorded at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimated residual values. The estimated annual deprecation rates of these assets are generally as follows:

Category	Depreciation method	Depreciation rate
Furniture and fixtures	Straight-line	7 years
Auto & trucks	Straight-line	5 – 8 years
Trailers & truck chassis	Straight-line	5 – 17 years
Machinery & equipment	Straight-line	2 – 7 years
Leasehold improvements	Straight-line	Shorter of lease term or 15 years

Expenditures for maintenance and repairs are expensed as incurred. Gains and losses on disposals are the differences between net sales proceeds and carrying amounts of the relevant assets and are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss.

Long-Lived Assets

Long-lived assets, such as property and equipment, and definite-lived intangible assets, right-of-use assets (operating lease and finance lease) are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. If circumstances require a long-lived asset or asset group to be tested for possible impairment, the Company compares the undiscounted expected future cash flows to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment charge is recognized to the extent the carrying amount of the asset or asset group exceeds the fair value. Fair values of long-lived assets are determined through various techniques, such as applying probability weighted, expected present value calculations to the estimated future cash flows using assumptions a market participant would utilize or through the use of a third-party independent appraiser or valuation specialist. No impairment losses of long-lived assets were recorded during the three and nine months ended March 31, 2026 and 2025.

Intangible assets consist of software and security systems, which are amortized using the straight-line method over five to seven years.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Summary of significant accounting policies (cont.)

Revenue recognition

The Company provides one-stop logistic services. The Company’s revenue is primarily from transportation services, which include the arrangement of freight services. The Company generates its transportation services revenue by purchasing transportation from direct carriers and reselling those services to its customers.

In general, each shipment transaction or service order constitutes a separate contract with the customer. A performance obligation is created once a customer agreement with an agreed-upon transaction price exists. The transaction price is typically fixed and not contingent upon the occurrence or non-occurrence of any other event. The Company’s transportation transactions provide for the arrangement of the movement of freight to a customer’s destination. The transportation services that are provided to the customer, including certain ancillary services, such as loading/unloading, freight insurance, and customs clearance, represent a single performance obligation, as these promises are not distinct in the context of the contract. This performance obligation is satisfied over time and recognized in revenue upon the transfer of control of the services over the requisite transit period as the customer’s goods move from origin to destination. The Company determines the period to recognize revenue in transit based on the departure date and the delivery date. Determination of the transit period and the percentage of completion of the shipment as of the reporting date will affect the timing of revenue recognition. The Company has determined that revenue recognition based on the time in transit provides a reasonable estimate of the transfer of services to its customers as it depicts the pattern of the Company’s performance under the contracts with its customers. The change in contract liabilities is due to the timing of customer deposits for orders, offset by customer deposits recognized as revenue during the period. The Company expects to recognize revenue for any performance obligations within a twelve-month period and has elected not to provide disclosures regarding remaining performance obligations for contracts with a term of one year or less.

The Company also provides warehousing services for its customers. These warehousing service contracts include two performance obligations: i) inventory management and order fulfilment and ii) storage services. The Company’s performance obligation for inventory management and order fulfilment is satisfied at a point in time as services are generally priced based on the number of items processed and handled. The benefits are consumed by the customers at the point in time when such specific services are performed by the Company. Performance of such services generally takes less than one day to process. The performance obligation for storage services is satisfied over time as the storage service is based on a term period and the customers simultaneously receive and consume the services provided by the Company as they are performed. The transaction price for the warehousing services is based on the consideration specified in the contract with the customer and contains fixed and variable consideration. In general, the fixed consideration component of a contract represents reimbursement for facility and equipment costs incurred to satisfy the performance obligation and is recognized on a straight-line basis over the term of the contract. The variable consideration component is comprised of cost reimbursement per unit pricing for time and pricing for materials used and is determined based on cost plus a mark-up for hours of services provided and materials used and is recognized based on the level of activity volume.

Other services include primarily customs house brokerage services sold on a stand-alone basis as a single performance obligation. The Company recognizes revenue from this performance obligation at a point in time, which is the completion of the services. Duties and taxes collected from the customer and paid to the customs agent on behalf of the customers are excluded from revenue.

ASC 606, Revenue from Contracts with Customers, provides for a five-step model for recognizing revenue from contracts with customers. These five steps include:

(i)

Step 1: Identify the contract with the customer

(ii)

Step 2: Identify the performance obligations in the contract

(iii)

Step 3: Determine the transaction price

(iv)

Step 4: Allocate the transaction price to the performance obligations in the contract

(v)

Step 5: Recognize revenue when the Company satisfies a performance obligation

Under ASC 606, revenue is recognized when the customer obtains control of a good or service. The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation since it is in control of establishing the prices for the specified services, managing all aspects of the shipment process, and assuming the risk of loss for delivery and collection. Such transportation services revenue is presented on a gross basis in the unaudited condensed consolidated statements of operations and comprehensive loss.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Summary of significant accounting policies (cont.)

Revenue recognition (cont.)

A summary of the Company’s revenue disaggregated by major service lines is as follows:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025		For the Nine months Ended March 31, 2026		For the Nine months Ended March 31, 2025
	US$		US$		US$		US$
Transportation services		23,051,961		28,484,930		87,108,275		93,102,755
Warehousing services		18,608,523		17,345,315		55,535,326		46,323,372
Other services		17,525		14,077		50,435		43,773
Total		41,678,009		45,844,322		142,694,036		139,469,900

Contract liabilities

Contract liabilities represent payments received from customers in excess of the revenue recognized. The contract liabilities are reported in a net position on a customer-by-customer basis at the end of each reporting year. The Company classifies these customer deposits as short-term contract liabilities, as the Company expects to satisfy these obligations within its normal operating cycle, which is generally one year. For the nine months ended March 31, 2026 and 2025, the amounts transferred from contract liabilities at the beginning of the fiscal year to revenue were $939,097 and $276,463, respectively.

Practical Expedients

The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period, as the Company’s contracts with its transportation customers have an expected duration of one year or less.

For the performance obligation to transfer warehousing services in contracts with customers, revenue is recognized in the amount for which the Company has the right to invoice the customer, as this amount corresponds directly with the value provided to the customer for the Company’s performance completed to date.

The Company also applies the practical expedient that permits the recognition of employee sales commissions related to transportation services as an expense when incurred, since the amortization period of such costs is less than one year. These costs are included in the unaudited condensed consolidated statements of operations and comprehensive loss.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Summary of significant accounting policies (cont.)

Leases

The Company determines if an arrangement is a lease at inception. Leases are classified as either operating leases or finance leases pursuant to ASC 842.

i) Operating leases

Operating leases are recognized as right-of-use (“ROU”) assets in non-current assets and lease liabilities in current and non-current liabilities in the consolidated balance sheets if the initial lease term is greater than 12 months. For leases with an initial term of 12 months or less, the Company recognizes those lease payments on a straight-line basis over the lease term.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Lease expenses for lease payments are recognized on a straight-line basis over the lease term and are included in general and administrative expenses, costs of services and other expenses.

ii) Finance leases

Finance lease ROU assets are included in ROU and current lease liabilities, and other non-current lease liabilities in the unaudited condensed consolidated balance sheets.

Finance lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, management uses the incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Management uses the implicit rate when readily determinable. Finance lease ROU assets are generally amortized over the lease term and are included in depreciation expenses. The interest on the finance lease liabilities is included in interest expense.

The Company has elected the accounting policy to account for leases with both lease and non-lease components as a single lease component. For leases with an initial term of 12 months or less, the Company elected the exemption from recording ROU assets and lease liabilities for all leases that qualify, and records rent expenses on a straight-line basis over the lease term.

Taxation

Current income taxes are provided on the basis of net profit or loss for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions.

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be reversed or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period of the enactment of the change.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Summary of significant accounting policies (cont.)

Taxation (cont.)

The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income, including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected within the industry.

The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company’s liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company’s effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classifies interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense. The Company did not have any unrecognized tax benefits as of March 31, 2026 and June 30, 2025.

Earnings per share

Basic earnings per share of common stock are computed by dividing net income allocable to common stockholders by the weighted average number of shares of common stock outstanding. Diluted earnings per share is computed by dividing net income allocable to common stockholders by the weighted average number of shares outstanding, plus the number of additional shares that would have been outstanding if the potential shares, such as restricted stock awards and stock options, had been issued and were considered dilutive. As the Company incurred a net loss for the period, all potentially dilutive instruments are anti-dilutive and, accordingly, basic and diluted loss per share are the same.

Segment Reporting

FASB ASC 280, Segment Reporting (“ASC 280”), establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the Company’s business activities as a single operating and reportable segment at the consolidated level. Accordingly, the CODM uses consolidated net income to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and utilizes functional expenses (cost of services and general and administrative) at the consolidated level to manage the Company’s operations. Other segment items included in consolidated net income are other income, finance costs, income taxes, and infrequent items such as loss on debt extinguishment and loss on disposal of assets, which are reflected in the consolidated statements of operations.

All the Company’s business activities for the three and nine months ended March 31, 2026 and 2025 were conducted in the U.S. Therefore, revenue for the three and nine months ended March 31, 2026 and 2025 were all from the U.S.

The Company’s long-lived assets consist primarily of property and equipment, right-of-use assets and restricted cash. As of March 31, 2026 and June 30, 2025, all of the Company’s long-lived assets were in the U.S.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

2. Summary of significant accounting policies (cont.)

Fair value measurement

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The three levels of inputs that may be used to measure fair value are as follows:

	Level 1:	Quoted prices (unadjusted) in active markets for identical assets or liabilities.

	Level 2:	Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.

	Level 3:	Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments include cash and cash equivalents and restricted cash, accounts receivable and other receivables, loan receivables, other current assets, other non-current assets, accounts payable and accrued liabilities, accrued payroll liabilities, and lease liabilities. The carrying amounts of cash and restricted cash, accounts receivable and other receivables, loan receivables, other current assets, accounts payable and accrued liabilities, accrued payroll liabilities, and short-term lease liabilities approximate their fair values due to the short-term nature of these instruments. The carrying value of the Company’s other non-current assets and long-term lease liabilities would not differ significantly from fair value (based on Level 2 inputs) if recalculated based on current interest rates.

The Company noted no transfers between levels during any of the periods presented. The Company did not have any instruments that were measured at fair value on a recurring or non-recurring basis as of March 31, 2026 and June 30, 2026.

Costs of services

Costs of services primarily consist of amortization and depreciation, equipment lease and warehouse lease expenses, freight expenses, port handling and customs fees, salary and benefits, temporary labor expenses, warehouse expenses, utilities and other expenses.

General and administrative expenses

General and administrative expenses primarily consist of office expenses, professional fees, rental expenses, repairs and maintenance, and salary and benefits

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 Company’s 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 July 1, 2024, which did not have a material impact on the Company’s consolidated financial statements.

In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Under ASU 2024-03, a public entity would be required to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the new disclosure requirements.

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 Company’s consolidated financial statements.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3. Accounts Receivable and Other Receivables, Net

Accounts receivable and other receivables, net consisted of the following:

	March 31, 2026			June 30, 2025
	US$			US$
Accounts receivable – third parties		18,462,604			22,713,346
Accounts receivable – a related party		300			912
Other receivables – third parties*		79,364			88,111
Other receivables – a related party*		444,876			-
Gross total		18,987,144			22,802,369
Less: allowance for credit loss		(594,869	)		(594,869	)
Total		18,392,275			22,207,500

The balance is comprised primarily of receivables associated with service arrangements that are not within the scope of ASC 606.

The allowance for credit loss for the nine months ended March 31, 2026 and the fiscal year ended June 30, 2025 consisted of the following:

	March 31, 2026		June 30, 2025
	US$		US$
Balance as of beginning		594,869		407,182
Additional provision		-		275,610
Write-off		-		(87,923	)
Ending balance		594,869		594,869

4. Property and Equipment, Net

Property and equipment, net consisted of the following:

	March 31, 2026			June 30, 2025
	US$			US$
Furniture and fixtures		10,854,449			10,414,191
Auto & Truck		2,721,874			2,624,905
Trailers & track chassis		2,215,011			2,215,011
Machinery & equipment		2,510,533			2,139,119
Leasehold improvement		139,541			139,541
Total		18,441,408			17,532,767
Less: Accumulated depreciation		(8,367,051	)		(6,272,947	)
Property and equipment, net		10,074,357			11,259,820

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

4. Property and Equipment, Net (cont.)

Depreciation expenses are recorded in costs of services and general and administrative expenses. The Company recorded depreciation expenses of US$751,168 and US$658,260 during the three months ended March 31, 2026 and 2025, respectively. Specifically, US$702,727 and US$609,189 of the depreciation expenses were recorded in costs of services for the three months ended March 31, 2026 and 2025, respectively. US$48,441 and US$49,071 of the depreciation expenses were recorded in general and administrative expenses for the three months ended March 31, 2026 and 2025, respectively.

The Company recorded depreciation expenses of US$2,094,104 and US$1,874,681 during the nine months ended March 31, 2026 and 2025, respectively. Specifically, US$1,947,519 and US$1,717,363 of the depreciation expenses were recorded in costs of services for the nine months ended March 31, 2026 and 2025, respectively, US$146,585 and US$157,318 of the depreciation expenses were recorded in general and administrative expenses for the nine months ended March 31, 2026 and 2025, respectively

5. Intangible Assets, Net

Intangible assets, net consisted of the following:

	March 31, 2026			June 30, 2025
	US$			US$
Security Systems		85,758			85,758
Software		100,021			100,021
Total		185,779			185,779
Less: Accumulated amortization		(163,520	)		(131,152	)
Intangible assets, net		22,259			54,627

The Company recorded amortization of US$32,368 and US$26,706, which were included in costs of services, for the nine months ended March 31, 2026 and 2025, respectively. The Company recorded amortization of US$9,111 and US$8,829, which were included in costs of services, for the three months ended March 31, 2026 and 2025, respectively.

6. Loan Receivables

The Company’s loan receivables consisted of the following:

	i)	On January 24, 2024, the Company entered into a loan agreement with Athena Home Inc. in the principal amount of US$600,000. The loan originally matured on January 24, 2025 and bore an interest rate of 3.2% annually. After several extensions, the maturity date of the loan was extended to July 24, 2026 on January 20, 2026. A partial payment of US$40,000 was received on March 23, 2026.

	ii)	On May 21, 2024, the Company entered into a loan agreement with MYJW LLC. in the principal amount of US$400,000. The loan originally matures on December 31, 2025 and bears interest at a rate of 3.2% annually. The maturity date of the loan was extended to December 31, 2026 on December 31, 2025. A partial payment of US$20,000 was received on March 30, 2026.

	iii)	On June 13, 2024, the Company entered into a loan agreement with Bacalar Enterprise Freight Inc. in the principal amount of US$250,000. The loan originally matured on June 13, 2025 and bears interest at a rate of 3.2% annually. The maturity date of the loan was further extended to December 13, 2026 on December 13, 2025. A partial payment of US$15,000 was received on March 31, 2026.

	iv)	On August 7, 2025, the Company entered into a loan agreement with Leopard Transnational Inc. in the principal amount of US$200,000. The loan matures on August 7, 2026 and bears interest at a rate of 3.6% annually. A partial payment of US$50,000 was repaid by Leopard Transnational Inc. on August 21, 2025.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

6. Loan Receivables (cont.)

On September 8, 2025, the Company entered into a loan agreement with Leopard Transnational Inc. in the principal amount of US$250,000. The loan matures on September 8, 2026 and bears interest at a rate of 3.6% annually.

vi)

On September 9, 2025, the Company entered into a loan agreement with Kimberly Tenneco Inc. in the principal amount of US$820,000. The loan matures on December 31, 2026 and bears interest at a rate of 5.0% annually. The loan was fully repaid on December 3, 2025.

vii)

On May 28, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$1.5 million. The loan matures on December 31, 2025 and bears interest at a rate of 3.2% annually. The loan was fully repaid on November 14, 2024, and September 19, 2025 with US$1.0 million and US$0.5 million, respectively.

	viii)	On June 6, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$1.0 million. The loan matures on December 31, 2025 and bears interest at a rate of 3.2% annually. The loan was fully repaid by September 30, 2025.

	ix)	On August 29, 2024, the Company entered into a loan agreement with Pundarika LLC. in the principal amount of US$1.0 million. The loan matures on December 31, 2025 and bears interest at a rate of 3.2% annually. The loan was fully repaid by September 30, 2025.

As of March 31, 2026, the Company recorded a loan receivable balance of US$1,681,245 and long-term loan receivable of US$Nil, including accrued interest income of US$55,992.

As of June 30, 2025, the Company recorded a loan receivable balance of US$3,893,563, including accrued interest income of US$143,563.

7. Leases

As of March 31, 2026, the Company had operating and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates from June 2026 through November 2034 with options to renew for varying terms at the Company’s sole discretion. The Company has not included these options to extend or terminate in the calculation of ROU assets or lease liabilities, as there is no reasonable certainty, that these options will be exercised. The Company had certain sublease contracts and recognized US$272,500 and US$1,093,104 lease income, recorded in other income, during the nine months ended March 31, 2026 and 2025, respectively.

During the nine months ended March 31, 2026, the Company recognized additional operating lease liabilities of US$4,605,476, as a result of entering into two new operating lease agreements. The ROU assets were recognized at the discount rate of 10.35%, resulting in US$4,605,476 on the commencement date.

During the nine months ended March 31, 2026, the Company recognized additional finance lease liabilities of US$1,137,192. The ROU assets were recognized at the discount rate of 9.0%, resulting in US$1,137,192 on the commencement date.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7. Leases (cont.)

The components of lease expenses were as follows:

	For the nine months ended March 31, 2026		For the nine months ended March 31, 2025
	US$		US$
Operating:
Operating lease expenses		27,721,236		25,279,522

Financing:
Accretion		101,588		22,457
Amortization – included in costs of services		473,985		108,483
Total		575,573		130,940

Cash paid for amounts included in the measurement of liabilities:
Operating cash flows used in operating leases		23,525,110		19,181,671
Operating cash flows used in finance leases		101,588		22,457
Financing cash flows used in finance leases		458,892		108,935
Right-of-use assets obtained in exchange for lease liabilities:
Operating leases		4,605,476		28,685,914
Finance leases		1,137,192		-
Increase (decrease) in right-of-use assets due to remeasurement of lease terms		63,896		(884,394	)

The Company recorded operating lease expenses of US$9,315,783 and US$9,421,215 during the three months ended March 31, 2026 and 2025, respectively. Specifically, US$9,122,572 and US$8,337,256 of operating lease expenses were recorded in costs of services for the three months ended March 31, 2026 and 2025, respectively. US$193,211 and US$1,083,959 of operating lease expenses were recorded in general and administrative expenses for the three months ended March 31, 2026 and 2025, respectively.

The Company recorded operating lease expenses of US$27,721,236 and US$25,279,522 during the nine months ended March 31, 2026 and 2025, respectively. Specifically, US$26,715,880 and US$23,539,448 of operating lease expenses were recorded in costs of services for the nine months ended March 31, 2026 and 2025, respectively. US$1,005,356 and US$1,343,420 of operating lease expenses were recorded in general and administrative expenses for the nine months ended March 31, 2026 and 2025, respectively. US$Nil and US$396,654 of operating lease expenses were recorded in other expenses for the nine months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows:

	Operating			Finance
	US$			US$
2026		8,723,297			209,022
2027		38,396,649			745,248
2028		38,851,414			510,186
2029		26,251,319			155,590
2030 and beyond		41,226,447			8,090
Total minimum lease payment		153,449,126			1,628,136
Less: imputed interest		(34,275,417	)		(165,817	)
Total lease liabilities		119,173,709			1,462,319
Less: current potion		(35,351,135	)		(759,787	)
Non-current portion		83,822,574			702,532

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

7. Leases (cont.)

Weighted average remaining lease term:

Operating leases			4.64 years
Finance leases			2.28 years

Weighted average discount rate:

Operating leases			10.35	%
Finance leases			9.49	%

8. Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities consisted of the following:

	March 31, 2026		June 30, 2025
	US$		US$
Accounts payable		7,742,517		9,005,727
Credit card Payable		87,789		485,909
Other liabilities		551,447		113,147
Total		8,381,753		9,604,783

Other liabilities as of March 31, 2026 and June 30, 2025 mainly consisted of tenant deposits.

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 had the right to sell to the Investor up to $50.0 million (the “Commitment Amount”) of shares of the Company’s 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, may no longer be disbursed, since the initial Registration Statement did not become effective within 75 calendar days of the date of the registration rights agreement entered into between the Company and the Investor in connection with the SEPA, which was a condition precedent to such advance.

According to the SEPA, the Company, at its sole discretion, had the right, but not the obligation, to issue and sell to the Investor, and the Investor was bound to subscribe for and purchase the Company’s common stock by the delivery to the Investor of Advance Notices (as defined in the SEPA). In addition, the Investor, at its sole discretion, has the right, but not the obligation, by the delivery to the Company of Investor Notices, to cause an Advance Notice to be deemed delivered to the Investor and the issuance and sale of shares of the Company’s common stock to the Investor as long as a balance was outstanding under a Convertible Note.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. Convertible notes (cont.)

The Company agreed to pay a commitment fee of $500,000, representing 1% of the Commitment Amount (the “Commitment Fee”). The Commitment Fee was to be satisfied as follows: (a) Initial Payment: One-half of the Commitment Fee, amounting to $250,000, was paid on December 13, 2024, through the issuance of 43,147 shares of common stock to the Investor. The number of shares of common stock was determined by dividing one-half of the Commitment Fee by the average of the daily volume-weighted average price (“VWAP”) of the Company’s common shares during the three trading days immediately preceding November 25, 2024. The remaining one-half of the Commitment Fee, amounting to $250,000 (the “Deferred Fee”) was initially expected to be paid on the three-month anniversary of the date of the SEPA, either in cash or, at the Company’s election, by way of a Pre-paid Advance. Pursuant to a modification agreement (the “Modification Agreement”) entered into by and between the Company and the Investor, the Company agreed to pay to the Investor a reduced amount of $150,000 in cash on March 24, 2025, and the Investor agreed to accept such reduced amount in full satisfaction of the Deferred Fee.

Unless earlier terminated as provided thereunder, the SEPA was automatically terminable on the earliest of (i) November 25, 2026, provided that if any Convertible Notes then outstanding, such termination shall be delayed until such date that all Convertible Notes that were outstanding have been repaid, or (ii) the date on which the Investor has made payment of Pre-paid Advances pursuant to SEPA for shares of common stock equal to $50,000,000.

Advance Notice

If the Company requested a purchase of shares of common stock from the Investor by the delivery of an Advance Notice to the Investor, the purchase price therefor was the price per share of common stock obtained by multiplying the market price by (i) 95% in respect of an Advance Notice within an Option 1 Pricing Period (as defined below) or (ii) 97% in respect of an Advance Notice with an Option 2 Pricing Period (as defined below).

The “Option 1 Pricing Period” means the period on the applicable advance notice date with respect to an Advance Notice selecting an Option 1 Pricing Period commencing (i) if submitted to Investor prior to 9:00 a.m. Eastern Time on a trading day, the open of trading on such day or (ii) if submitted to Investor after 9:00 a.m. Eastern Time on a trading day, upon receipt by the Company of written confirmation of acceptance of such Advance Notice by the Investor (or the open of regular trading hours, if later), and which confirmation specified such commencement time, and, in either case, ending on 4:00 p.m. New York City time on the applicable Advance Notice date, or such other time as agreed to by the parties. The “Option 1 market price” means the VWAP of the common stock during the Option 1 Pricing Period.

The “Option 2 Pricing Period” means the three consecutive trading days commencing on the Advance Notice Date. The Option 2 market price shall mean the VWAP of the common stock during the Option 1 Pricing Period.

Investor Notice

If the Investor requested a sale from the Company by the delivery of an Investor Notice to the Company, the purchase price, as of any conversion date or other date of determination, was be the lower of (i) $7.5937 per share of common stock, or (ii) 94% of the lowest daily VWAP during the 5 consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Price”), which Variable Price was no lower than the floor price ($1.1880) (the “Floor Price”) then in effect.

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$1.72 per share, for an aggregate amount of US$750,000, representing the conversion of the SEPA loan 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$1.4398 per share, for an aggregate amount of US$200,000, representing the conversion of the SEPA loan for Investor Notices pursuant to the SEPA.

In September 2025, the Company issued 77,669 and 3,114,476 shares of common stock, par value of US$0.00001 per share, at a price of US$1.29 and US$1.19 per share, respectively, for an aggregate amount of US$3,800,000, for Investor Notices pursuant to the SEPA.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. Convertible notes (cont.)

Repayments of Convertible Notes

Interest accrued on the outstanding principal balance of the Convertible Notes at an annual rate equal to 0% (“Interest Rate”), which Interest Rate would increase to an annual rate of 18% upon the occurrence of an event of default (for so long as such event remains uncured).

If, any time after the issuance date of a Convertible Note, and from time to time thereafter, an Amortization Event (as defined below) has occurred, then the Company shall make monthly payments beginning on the 7th trading day after the Amortization Event Date and continuing on the same day of each successive calendar month until the entire outstanding principal amount shall have been repaid. Each monthly payment shall be in an amount equal to the sum of (i) $5,000,000 of the principal in the aggregate (or the outstanding principal if less than such amount) (the “Amortization Principal Amount”), plus (ii) 10% of the Amortization Principal Amount, and (iii) the accrued and unpaid interest under the Convertible Note as of each payment date.

An “Amortization Event” means (i) the daily VWAP is less than the floor price then in effect for five trading days during a period of seven consecutive trading days, (ii) the Company has issued to the Investor, pursuant to the transactions contemplated in a Convertible Note, the other notes and the SEPA, in excess of 99% of the common stock available under the exchange cap of 8,322,636 shares of common stock, which represent 19.99% of the aggregate number of shares common stock issued and outstanding as of the effective date of the SEPA, or (iii) any time after the effectiveness deadline of February 8, 2025, the Investor is unable to utilize a registration statement to resell underlying common stock for a period of ten (10) consecutive trading days (the last day of each such occurrence, an “Amortization Event Date”).

The Convertible Notes are accounted for as a single liability measured at amortized costs. The original issue discount and all the transaction costs related to issuance of the Convertible Notes are capitalized to the carrying amount of the Convertible Notes and presented as a direct deduction from the debt liability. The discount and transaction costs are amortized into expenses based on the effective interest rate method. The effective interest rate related to the Convertible Notes is 13.99%.

First Modification

Pursuant to the Modification Agreement signed with the Investor on March 21, 2025 (the “First Modification”), the Company confirmed, acknowledged, and agreed that an event described in Section 1(c) of the Convertible Notes occurred (the “Floor Price Event”) and is continuing, because the VWAP was less than the Floor Price for five consecutive Trading Days. The Company acknowledges that the occurrence of the Floor Price Event constitutes an Amortization Event under the Convertible Notes, requiring the Company to make monthly cash payments in accordance with Section 1(c) of the Convertible Notes. In connection with this obligation, the Company agreed to make cash payments on specified dates and in minimum amounts.

The payment schedule began with an initial payment of $850,000 due on March 24, 2025, followed by eight weekly minimum payments of $200,000 each, commencing the week of March 31, 2025, and continuing through the week of May 19, 2025. In total, the Company was obligated to make minimum payments of $2,450,000 under this schedule.

The Company fully settled these minimum payments in accordance with the payment schedule. The Company also retains the option to make payments in excess of the stated minimums, and any such additional amounts are applied first to reduce the original principal balance of the Convertible Note dated November 25, 2024.

In consideration of the covenants and agreements set forth in the Modification Agreement dated March 21, 2025, the Investor agreed, from the date thereof until May 20, 2025, to: (A) defer the Company’s obligation to make monthly payments as a result of the Floor Price Event or otherwise pursuant to Section 1(c) of the Convertible Notes, (B) not to submit any Conversion Notices or Investor Notices unless the stock traded at a price per share greater than $1.80 at the time any such notice was delivered, and (C) waived the application of the Payment Premium in respect of Company payments made in accordance with Section 2 above; in each case provided that (i) the Company strictly complied with the terms of the Modification Agreement and (ii) there was no occurrence or existence of any Event of Default or any breach of any term of any of the Financing Documents.

Since the change of the modified debt instrument was not substantially different from those of the old debt, the First Modification is accounted for as a modification.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

9. Convertible notes (cont.)

Repayments of Convertible Notes (cont.)

Second Modification

Pursuant to the Modification Agreement signed with the Investor on June 6, 2025 (the “Second Modification”), the Company also agreed to make, cash payments on the dates and in the minimum amounts under the promissory notes in the aggregate, as set forth below. The Company may, at its option, make cash payments in excess of the minimum amounts set forth below. Payment made pursuant to the Modification Agreement was applied first to Promissory Note 2, then to Promissory Note 1, unless otherwise agreed by the parties.

Date	Minimum Payment (Principal + Premium)
June 6, 2025	$	1,010,000
July 16, 2025	$	1,010,000
August 15, 2025	$	1,010,000

The present value of the cash flows under the new debt instrument, when discounted at the effective interest rate of the original instrument, exceeds 10% of the present value of the remaining cash flows under the original instrument. As the terms of the modified debt instrument are substantially different from those of the original debt, the Second Modification is accounted for as an extinguishment.

The Company has fully settled the repayments pursuant to the First Modification and Second Modification, and upon the conversion in September 2025, all outstanding convertible notes were fully settled.

10. Other Income (Expenses)

Other income and expenses consisted of the following:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025		For the Nine months Ended March 31, 2026		For the Nine months Ended March 31, 2025
	US$		US$		US$		US$
Rental income		75,900		176,920		272,500		1,093,104
Rental expense		-		-		-		(408,098	)
Interest income		20,059		40,807		83,873		114,410
Credit card rebate income		11,825		182,108		215,559		713,577
Gain on lease settlement and modification		-		209,800		-		209,800
Other income		51,819		108,390		628,543		765,553
Total		159,603		718,025		1,200,475		2,488,346

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

11. Stockholders’ Equity

The Company is authorized to issue 100,000,000 shares of common stock, par value US$0.00001 per share, with 45,443,079 and 42,250,934 shares issued and outstanding as of March 31, 2026 and June 30, 2025, respectively.

As of March 31, 2026 and June 30, 2025, the Company had 81,700 warrants outstanding and exercisable to purchase an aggregate of 81,700 shares of common stock.

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 Company’s 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 “Representative’s Warrants”). The fair value of US$268,430 of the Representative’s 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 434,879 shares of common stock, par value of US$0.00001 per share, at a price of US$1.72 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.

12. Earnings per Share

Basic and diluted net loss per share for the nine months ended March 31, 2026 and 2025 were as follows:

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025			For the Nine months Ended March 31, 2026			For the Nine months Ended March 31, 2025
	US$			US$			US$			US$
Numerator:
Net loss attributable to stockholders		(5,067,477	)		(3,755,053	)		(15,435,712	)		(10,062,164	)

Denominator:
Weighted average number of shares of common stock outstanding – basic and diluted		45,443,079			41,714,608			44,442,202			41,651,007
Loss per share attributable to stockholders – basic and diluted		(0.11	)		(0.09	)		(0.35	)		(0.24	)

Basic earnings per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of shares and dilutive share equivalents outstanding during the period. For the three and nine months ended March 31, 2026 and 2025, the computation of diluted loss per share does not assume the impacts from the exercise of the Company’s outstanding unexercised warrants and the convertible debt, due to its loss position for the three and nine months ended March 31, 2026 and 2025.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

13. Commitments and Contingencies

Other commitments

Other than the standby letters of credit with Eastwest Bank in the aggregate amount of $4,398,412 (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 March 31, 2026 and June 30, 2025.

Contingencies

The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. As of March 31, 2026 and 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 Company’s 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 provided an initial period of 180 calendar days, or until May 6, 2026, to regain compliance with the Minimum Bid Price Requirement.

On March 26, 2026, the Company submitted an application to Nasdaq to transfer the listing of its common stock from The Nasdaq Global Market to The Nasdaq Capital Market, along with a written notification of its intent to regain compliance with the Minimum Bid Price Requirement, including by effecting a reverse stock split, if necessary. The Staff notified the Company in a letter dated May 7, 2026 (the “Second Nasdaq Notice”), that Nasdaq has approved the Company’s application to list its common stock on The Nasdaq Capital Market. Nasdaq’s approval is in part based upon the Company meeting the applicable market value of publicly held shares requirement for continued listing and all other applicable requirements for initial listing on The Nasdaq Capital Market (except for the bid price requirement), the Company’s written notice of its intention to cure the deficiency by effecting a reverse stock split, if necessary, its agreement to the conditions outlined in the Nasdaq Listing Agreement, and additional supporting information provided in its application.

The Company’s common stock has been transferred to The Nasdaq Capital Market at the opening of business on May 8, 2026, and the Staff has determined that the Company were eligible for an additional 180 calendar day period, or until November 2, 2026, to regain compliance (the “Second Compliance Period”). If at any time during this period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of ten, and generally not more than 20, consecutive business days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed.

In addition, as previously disclosed on a Current Report on Form 8-K filed by the Company, on April 17, 2026, the Company received a notice from Nasdaq notifying the Company that the listing of its common stock was not in compliance with Nasdaq Listing Rule 5450(b)(1)(C) for continued listing on The Nasdaq Global Market, as the Company’s Market Value of Publicly Held Shares (MVPHS) was below $5,000,000 for the previous 30 consecutive business days (the “MVPHS Deficiency”). Upon transfer to The Nasdaq Capital Market, the Company automatically regains compliance with the MVPHS requirement.

The Company intends to continue actively monitoring the bid price for its shares of common stock between now and the expiration of the Second Compliance Period and will consider all available options to resolve the deficiency including a reverse stock split, if necessary. However, there can be no assurance that the Company will be able to regain or maintain compliance with the Nasdaq listing criteria or continue to meet the continued listing requirements of The Nasdaq Capital Market.

ARMLOGI HOLDING CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

14. Related Party Transactions and Balances

Related Parties

Name of related parties		Relationship with the Company
Jacky Chen		Former CEO of the Company’s significant operating subsidiary, Armstrong Logistic Inc.
Aidy Chou		Founder, CEO, and substantial stockholder
DNA Motor Inc.		A company wholly-owned by Jacky Chen

Related Party Transactions

The Company had the following related party transactions:

(i)

DNA Motor Inc. (“DNA”), the lessor of three of the Company’s operating leases, is owned by Jacky Chen. During the nine months ended March 31, 2026, for these operating leases, US$227,898 (2025: US$283,339) lease expense was recorded in general and administrative expenses, US$6,102,386 (2025: US$8,815,346) was recorded in costs of services and US$Nil (2025: US$422,521) was recorded in other expenses. The aggregate lease liability associated with these operating leases as of March 31, 2026 and June 30, 2025 was US$21,156,272 and US$24,092,384, respectively. The aggregate right-of-use assets related to these operating leases as of March 31, 2026 and June 30, 2025 was US$20,501,156 and US$23,410,085, respectively.

(ii)

During the nine months ended March 31, 2026, the Company generated revenue of US$9,700 (2025: US$553) for providing logistic services to DNA. During the nine months ended March 31, 2026, the Company generated revenue of US$Nil (2025: US$884,700) for providing warehouse services to DNA. During the nine months ended March 31, 2026, the Company paid expenses in the total amount of US$9,066 (2025: US$470,912) on behalf of DNA. The amount due from DNA of $300 and $912 as of March 31, 2026 and June 30, 2025 are included in accounts receivable from as related party as disclosed in Note 3.

(iii)

During the nine months ended March 31, 2026, the Company incurred cost of services of US$4,647,700 (2025: US$1,603,146) for outside services, warehouse supplies, freight expenses and operating expenses provided by DNA. The amount due from DNA of $444,876 and $nil as of March 31, 2026 and June 30, 2025 are included in other receivables from a related party as disclosed in Note 3.

15. Subsequent Events

The Company has evaluated the impact of events that have occurred subsequent to March 31, 2026, through the date the condensed 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 unaudited interim condensed consolidated financial statements other than the below one.

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 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.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q.

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements, factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements include those factors set forth under “Item 1A. Risk Factors” included in our annual report on Form 10-K (File No. 001-42099) for the fiscal year ended June 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 25, 2025 (the “Annual Report”).

Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties, such as those disclosed in this Quarterly Report. We do not intend, and undertake no obligation, to update any forward-looking statement, except as required by law.

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report.

Overview

We are a fast-growing U.S.-based warehousing and logistics service provider that offers a comprehensive package of supply-chain solutions relating to warehouse management and order fulfillment.

With the boom of e-commerce and Internet technology, along with the development of global supply chains, a growing number of merchants are seeking to sell their products through international e-commerce platforms, such as Amazon and eBay. These merchants, however, are confronted with major logistical challenges because of the complexities involved in shipping goods across borders. Specifically, when a foreign consumer places an order online, it can take a long time for the goods to be delivered from one country to another (especially for bulky items), while facing high damage rates and congestion during peak seasons. One of the solutions to such problems is to set up overseas warehouses, which are local storage facilities established in a foreign country where the cross-border merchants intend to sell their goods. Cross-border e-commerce merchants can export goods in batches in advance to overseas warehouses, which can then be delivered to overseas consumers once orders are placed via e-commerce platforms. As a result, the delivery time and the rate of damaged and lost packages may be reduced significantly, therefore enhancing the shopping experience of consumers.

We provide one-stop warehousing and logistics services to cross-border e-commerce merchants outside the U.S. who seek to sell in the U.S. market. We currently operate twelve warehouses across the country, with an aggregate gross floor area of approximately 3,946,620 square feet. Aside from a nationwide footprint and large storage space, our warehouses are equipped with automated sorting systems, heavy-duty forklifts, and pallets and trays that are suitable for processing bulky items. As a one-stop warehousing and logistics service provider, we offer a full spectrum of services, including (i) customs brokerage services; (ii) transportation of merchandise to U.S. warehouses; and (iii) warehouse management and order fulfillment services, which further include (a) product storage and retrieval, (b) product packing and labeling, (c) kitting and repackaging, (d) order assembly and load consolidation, (e) inventory management and sales forecasting, (f) third-party distribution coordination, and (g) other value-added services. We also provide warehousing and logistics services to our U.S.-based commercial customers, who are typically domestic e-commerce merchants seeking efficient and reliable warehousing and logistics solutions to support their operations. In general, the warehousing and logistics services we provide to our domestic customers are similar to those we provide to our overseas customers. This allows us to provide integrated solutions for our customers, whether they need domestic or international warehousing and logistics support. As of March 31, 2026 and June 30, 2025, we had an active customer base of 601, and 505, respectively, for our warehousing and logistics services.

For the nine months ended March 31, 2026 and 2025, we had total revenue of $142.7 million and $139.5 million, and net loss of $15.4 million and $10.1 million, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant portion of our revenue from customers based in China. During the nine months ended March 31, 2026 and 2025, we generated approximately 76% and 87% of our revenue from PRC-based customers, respectively.

Results of Operations

The following table outlines our consolidated statements of operations for the three and nine months ended March 31, 2026 and 2025:

	For Three Months Ended March 31, 2026			For Three Months Ended March 31, 2025			For Nine months Ended March 31, 2026			For Nine months Ended March 31, 2025
	US$			US$			US$			US$
Revenue		41,678,009			45,844,322			142,694,036			139,469,900
Costs of services		43,543,277			45,566,202			147,813,653			142,315,578
Gross profit		(1,865,268	)		278,120			(5,119,617	)		(2,845,678	)

Operating costs and expenses:
General and administrative		3,325,439			4,472,813			10,871,295			10,800,794
Total operating costs and expenses		3,325,439			4,472,813			10,871,295			10,800,794

Loss from operations		(5,190,707	)		(4,194,693	)		(15,990,912	)		(13,646,472	)

Other (income) expenses:
Other income, net		(159,603	)		(718,025	)		(1,200,475	)		(2,488,346	)
Loss on disposal of assets		—			—			—			43,625
Finance costs		36,373			278,385			628,839			367,382
Total other (income) expenses		(123,230	)		(439,640	)		(571,636	)		(2,077,339	)

Loss before provision for income taxes		(5,067,477	)		(3,755,053	)		(15,419,276	)		(11,569,133	)

Current income tax expense		—			—			16,436			—
Deferred income tax expense (recovery)		—			—			—			(1,506,969	)
Total income tax expenses (recovery)		—			—			16,436			(1,506,969	)
Net loss		(5,067,477	)		(3,755,053	)		(15,435,712	)		(10,062,164	)
Total comprehensive loss		(5,067,477	)		(3,755,053	)		(15,435,712	)		(10,062,164	)

Basic & diluted net earnings per share		(0.11	)		(0.09	)		(0.35	)		(0.24	)
Weighted average number of shares of common stock-basic and diluted		45,443,079			41,714,608			44,442,202			41,651,007

Revenue, costs of services, and gross profit margin

The following table sets forth our revenue for the three and nine months ended March 31, 2026 and 2025:

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025			For the Nine months Ended March 31, 2026			For the Nine months Ended March 31, 2025
	US$			US$			US$			US$
Revenue		41,678,009			45,844,322			142,694,036			139,469,900
Costs of services		43,543,277			45,566,202			147,813,653			142,315,578
Gross profit (loss)		(1,865,268	)		278,120			(5,119,617	)		(2,845,678	)
Gross profit (loss) margin %		-4.5	%		0.6	%		-3.6	%		-2.0	%

The following table outlines the compositions of our revenue streams:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025		For the Nine months Ended March 31, 2026		For the Nine months Ended March 31, 2025
	US$		US$		US$		US$
Transportation services		23,051,961		28,484,930		87,108,275		93,102,756
Warehousing services		18,608,523		17,345,315		55,535,326		46,323,371
Other services		17,525		14,077		50,435		43,773
Total		41,678,009		45,844,322		142,694,036		139,469,900

Three Months Ended March 31, 2026 and 2025

Our revenue decreased by $4.2 million, or 9.1%, to $41.7 million during the three months ended March 31, 2026, compared to $45.8 million for the same period in 2025. The decrease was mainly due to the following factors:

Revenue from our transportation services decreased by $5.4 million, or 19.1%, for the three months ended March 31, 2026, compared with the same period in 2025, due to a decreased proportion of traditional customer order volume and an increased proportion of Temu and TikTok order volume for the three months ended March 31, 2026. Aggressive market pushes by e-commerce platforms have incentivized sellers to ship orders through the platforms rather than directly to consumers. For example, more of our traditional customers are transferring orders in bulk to Amazon warehouses to sell through their Fullfillment by Amazon program instead of shipping individual items to buyers. More customers are opting to arrange their own order delivery services, rather than using one of our service options, resulting in a decrease in transportation service volume and revenue. Additionally, Temu and TikTok orders typically already have their order delivery services provided by the e-commerce platform, so the growth in those customer segments did not translate to an increase in transportation service revenue.

Nine months Ended March 31, 2026 and 2025

Our revenue increased by $3.2 million, or 2.3%, to $142.7 million during the nine months ended March 31, 2026, compared to $139.5 million for the same period in 2025. The increase was due to the following factors:

Revenue from our transportation services decreased by $6.0 million, or 6.4%, for the nine months ended March 31, 2026, compared with the same period in 2025, due to a decreased proportion of traditional customer order volume and an increased proportion of Temu and TikTok order volume for the nine months ended March 31, 2026. Aggressive market pushes by e-commerce platforms have incentivized sellers to ship orders through the platforms rather than directly to consumers. For example, more of our traditional customers are transferring orders in bulk to Amazon warehouses to sell through their Fullfillment by Amazon program instead of shipping individual items to buyers. More customers are opting to arrange their own order delivery services, rather than using one of our service options, resulting in a decrease in transportation service volume and revenue. Additionally, Temu and TikTok orders typically already have their order delivery services provided by the e-commerce platform, so the growth in those customer segments did not translate to an increase in transportation service revenue.

Revenue from our warehousing services increased by $9.2 million, or 19.9%, for the nine months ended March 31, 2026, compared with the same period in 2025. Between the two time periods, warehouse operations were significantly increased in Georgia and Illinois, market segments that were newly added shortly before or during the nine months ended March 31, 2025. A warehouse location in Ontario, California, was also expanded to during the nine months ended March 31, 2025, becoming the second highest revenue generating warehouse in California as of March 31, 2026. The Temu and TikTok customer segments were also expanded upon between the nine months ended March 31, 2025 and the same period in 2026. These customers typically have higher than average warehousing service charges per order compared to traditional customers.

The following table sets forth a breakdown of our costs of services for the three and nine months ended March 31, 2026 and 2025:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025		For the Nine months Ended March 31, 2026		For the Nine months Ended March 31, 2025
	US$		US$		US$		US$
Amortization		9,111		8,829		32,368		26,706
Depreciation		839,716		643,624		2,421,504		1,825,847
Lease expenses		11,264,609		10,408,649		32,780,728		28,458,977
Freight expenses		19,355,660		22,358,929		74,795,412		76,780,873
Port handling and customs fees		33,551		20,475		151,637		362,363
Salary and benefits		2,227,028		2,851,067		7,058,716		7,925,540
Temporary labor expenses		7,331,830		6,002,564		22,161,356		17,953,689
Warehouse expenses		1,986,540		2,516,595		6,883,543		6,815,924
Utilities		272,852		249,637		836,088		724,735
Other expenses		222,380		505,833		692,301		1,440,924
Total		43,543,277		45,566,202		147,813,653		142,315,578

Three Months Ended March 31, 2026 and 2025

Our costs of services mainly represented the costs incurred for the use of third-party direct freight service carriers, such as FedEx and UPS, warehouse rental expenses, costs of labor, and trucking expenses. Costs of services decreased by $2.0 million, or 4.4%, during the three months ended March 31, 2026, compared with the same period in 2025. The decrease was primarily driven by the following two factors:

Labor expenses temporarily increased by $1.3 million for the three months ended March 31, 2026 due to inventory reorganization taking place among the California warehouses during that time period. There was a large increase in workload due to the organizing, packing, loading, moving, and unloading of a significant amount of warehouse customer inventory.

ii.

Freight costs decreased by $3.0 million due to a reduction in freight volume. Customers favored arranging their own shipment options for outbound orders rather than use services provided by our vendors.

Our overall gross profit/(loss) margin decreased from 0.6% for the three months ended March 31, 2025 to negative 4.5% for the same period in 2026, primarily due to significant inventory reorganization taking place among the California warehouses during the three months ended March 31, 2026. The associated increase in workload and labor needs resulted in an increase to temporary labor expenses without a direct impact on revenue for that time period.

Nine months Ended March 31, 2026 and 2025

Costs of services increased by $5.5 million, or 3.9%, during the nine months ended March 31, 2026, compared with the same period in 2025. The increase was primarily driven by the following three factors:

Between March 31, 2025 and March 31, 2026, the Company expanded its operations by the addition of a warehouse unit in Texas and an extension to the sublease of a location in California. Additionally, warehouse operations significantly increased in the Ontario, California location between the two time periods, reallocating a greater amount of its expense from operating expenses to cost of services. These factors lead to a $4.3 million increase in lease expenses for the nine months ended March 31, 2026 compared to the same period in 2025.

ii.

Temporary labor expenses increased by $4.2 million due to warehouse operations significantly increasing at the Georgia, Illinois, and California locations between March 31, 2025 and March 31, 2026, as well as significant inventory reorganization taking place among the California warehouses during the nine months ended March 31, 2026. The Georgia and Illinois locations were added during or just before the nine months ended March 31, 2025 and mainly used temporary labor services rather than employed warehouse workers, but operations had not reached capacity by the end of the period. The Ontario, California location was added during the nine months ended March 31, 2025 and also mainly used temporary labor services rather than employed warehouse workers. The location was underutilized until December 2025, when several larger customers started using the warehouse as their main California warehouse.

iii.

Freight costs decreased by $2.0 million due to a reduction in freight volume. Customers favored arranging their own shipment options for outbound orders rather than use services provided by our vendors.

Our overall gross loss margin worsened from negative 2.0% for the nine months ended March 31, 2025 to negative 3.6% for the same period in 2026, primarily due to an increased in warehousing labor costs for the three months ended March 31, 2026 following significant warehouse inventory reorganization among the California warehouses during that time period.

Operating expenses

Our operating expenses consist primarily of general and administrative expenses. The following table sets forth a breakdown of our general and administrative expenses for the three and nine months ended March 31, 2026 and 2025:

	For the Three Months Ended March 31, 2026		For the Three Months Ended March 31, 2025		For the Nine months Ended March 31, 2026		For the Nine months Ended March 31, 2025
	US$		US$		US$		US$
Bank charges		35,623		37,230		95,938		90,347
Amortization		48,442		49,071		146,585		157,318
Office expenses		963,740		547,861		2,772,197		2,201,554
Professional fees		437,935		980,224		1,132,649		2,214,192
Rental expenses		312,676		1,267,649		1,213,805		1,486,673
Repairs and maintenance		591,750		215,279		1,903,148		637,028
Salary and benefits		825,091		1,008,032		2,902,612		3,010,275
Sundries		21,094		198,708		135,168		303,034
Tax and licenses		12,655		40,198		201,971		180,058
Vehicle expenses		32,091		32,010		242,828		95,255
Other expenses		44,342		96,551		124,394		196,697
Credit loss expenses		-		-		-		228,363
Total		3,325,439		4,472,813		10,871,295		10,800,794

Three Months Ended March 31, 2026 and 2025

Our general and administrative expenses decreased by $1.1 million, from $4.5 million for the three months ended March 31, 2025 to $3.3 million for the same period in 2026, representing a decrease of 25.7%. The decrease was due to the following factors:

	1)	Office expenses increased by $0.4 million, or 75.9% as a result of the growth in our dispatching services team. The increase in personnel necessitated an increased expenditure in office supplies and necessities.

	2)	Rental expenses decreased by $1.0 million, or 75.3%. The decrease is mainly due to increased warehouse operations at the Ontario, California location between March 31, 2025 and March 31, 2026 and the resulting reclassification of its general and administrative rental expenses to cost of services lease expenses.

	3)	Repairs and maintenance expenses increased by $0.4 million, or 174.9%, mainly due to additional warehouse locations and growth in our truck fleet.

	4)	Salary and benefits decreased by $0.2 million, or 18.1%, due to restructuring and consolidation of personnel following the termination of warehouse locations between March 2025 and March 2026.

	5)	Professional fees decreased by $0.5 million, or 55.3%. The decrease is mainly due to fewer external consultants used in the three months ended March 31, 2026.

Nine months Ended March 31, 2026 and 2025

Our general and administrative expenses slightly increased by $0.1 million, from $10.8 million for the nine months ended March 31, 2025 to $10.9 million for the same period in 2026, representing an increase of 0.7%. The increase was due to the following factors:

	1)	Office expenses increased by $0.6 million, or 25.9% as a result of the growth in our dispatching services team. The increase in personnel necessitated an increased expenditure in office supplies and necessities.

	2)	Rental expenses decreased by $0.3 million, or 18.4%. The decrease is mainly due to increased warehouse operations at the Ontario, California location between March 31, 2025 and March 31, 2026 and the resulting reclassification of its general and administrative rental expenses to cost of services lease expenses.

	3)	Repairs and maintenance expenses increased by $1.3 million, or 198.8%, mainly due to additional warehouse locations and growth in our truck fleet.

	4)	Professional fees decreased by $1.1 million, or 48.8%. The decrease is mainly due to fewer external consultants used in the nine months ended March 31, 2026.

Income Tax

Our income tax recovery decreased by $1.5 million for the nine months ended March 31, 2026 compared to the same period in 2025, mainly due to the non-recurring reversal of previously recognized deferred tax liabilities during the nine months ended March 31, 2025.

Net loss

As a result of the foregoing, our net loss for the three months ended March 31, 2026 was $5.1 million, compared with $3.8 million for the same period in 2025, representing an increase by $1.3 million.

Our net loss for the nine months ended March 31, 2026 was $15.4 million, compared with $10.1 million for the same period in 2025, representing an increase by $5.4 million.

Liquidity and Capital Resources

Going Concern

In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. As of the date of this Quarterly Report, we have financed our operations primarily through cash generated by operating activities and capital contributions from stockholders. As of March 31, 2026 and June 30, 2025, we had cash and cash equivalents and restricted cash of $7.1 million and $13.6 million, respectively, which primarily consisted of cash deposited in banks.

Our working capital requirements mainly consist of costs of services and general and administrative expenses. We expect that our capital requirements will be met by cash generated from our operating activities and financing activities. We believe that our current cash and cash generated from our operating activities will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in our business conditions or other developments.

Cash Flows for the nine months Ended March 31, 2026 and 2025

	For the Nine months Ended March 31, 2026			For the Nine months Ended March 31, 2025
	US$			US$
Net cash used in operating activities		(5,512,701	)		(5,641,142	)
Net cash provided by (used in) investing activities		1,480,482			(1,531,752	)
Net cash (used in) provided by financing activities		(2,478,892	)		6,633,329
Net decrease in cash and cash equivalents and restricted cash		(6,511,111	)		(539,565	)
Cash and cash equivalents and restricted cash at beginning of nine months period		13,577,827			9,950,384
Cash and cash equivalents and restricted cash at end of nine months period		7,066,716			9,410,819

We had a balance of cash and cash equivalents and restricted cash of $7.1 million as of March 31, 2026, compared with a balance of $13.6 million as of June 30, 2025. During the nine months ended March 31, 2026, changes in our cashflow were mainly due to the following activities:

Operating Activities

Net cash used in operating activities was $5.5 million for the nine months ended March 31, 2026, compared to net cash used in operating activities of $5.6 million for the same period in 2025, representing a $0.1 million increase in the net cash inflow from operating activities. The increase was primarily due to the following:

(i)

We had net loss of $15.4 million for the nine months ended March 31, 2026. For the nine months ended March 31, 2025, we had net loss of $10.1 million, which led to a $5.4 million decrease in net cash inflow from operating activities.

(ii)

Changes in accounts receivable and other receivables were $3.8 million cash inflow for the nine months ended March 31, 2026. For the nine months ended March 31, 2025, changes in accounts receivable and other receivables were $1.6 million cash outflow, which led to a $5.4 million increase in net cash inflow from operating activities.

(iii)

Changes in accounts payable and accrued liabilities used $1.3 million net cash outflow for the nine months ended March 31, 2026. For the nine months ended March 31, 2025, changes in accounts payable and accrued liabilities used net cash outflow of $0.6 million, which led to a $0.7 million decrease in net cash inflow from operating activities.

(iv)

Changes in non-cash items provided $7.3 million net cash inflow for the nine months ended March 31, 2026. For the nine months ended March 31, 2025, changes in non-cash items provided net cash inflow of $6.7 million, which led to a $0.6 million increase in net cash inflow from operating activities.

Investing Activities

Net cash provided by investing activities was $1.5 million for the nine months ended March 31, 2026, primarily attributable to $0.8 million cash used for the purchase of property and equipment, $2.4 million cash used for loans extended to others, and $4.6 million proceeds received from loan repayments.

For the nine months ended March 31, 2025, net cash used in investing activities was $1.5 million, primarily attributable to $2.6 million cash used for the purchase of property and equipment, $1.0 million cash used for loans extended to others, and $2.0 million proceeds received from loan repayments.

Financing Activities

For the nine months ended March 31, 2026, we had net cash used in financing activities of $2.5 million, which was primarily attributable to the $0.5 million used to repay finance lease liabilities and $2.0 million used to repay convertible notes.

For the nine months ended March 31, 2025, we had net cash inflow from financing activities of $6.6 million, which was primarily attributable to the net effects of: (i) $0.4 million repayment to related parties; (ii) $7.2 million of net proceeds from the Pre-Paid Advance under the SEPA; (iii) $0.2 million used to repay commitment fee payable; and (iv) $0.1 million used to repay finance lease liabilities.

Commitments and Contractual Obligations

As of March 31, 2026, we had operating and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates through June 2026 to November 2034 with options to renew for varying terms at our sole discretion. We have not included these options to extend or terminate in the calculation of ROU assets or lease liabilities, as there is no reasonable certainty, as of the date of this Quarterly Report, that these options will be exercised.

As of March 31, 2026, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows:

	Operating			Finance
	US$			US$
2026		8,723,297			209,022
2027		38,396,649			745,248
2028		38,851,414			510,186
2029		26,251,319			155,590
2030 and beyond		41,226,447			8,090
Total minimum lease payment		153,449,126			1,628,136
Less: imputed interest		(34,275,417	)		(165,817	)
Total lease liabilities		119,173,709			1,462,319
Less: current potion		(35,351,135	)		(759,787	)
Non-current portion		83,822,574			702,532

Other than the above leases, we did not have significant commitments, long-term obligations, or guarantees as of March 31, 2026.

Off-balance Sheet Commitments and Arrangements

Other than six standby letters of credit with Eastwest Bank in the aggregate amount of $4,398,412, we did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements as defined under the rules and regulations of the SEC, or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As of March 31, 2026, we still have an unused line of credit of $4,398,412 with Eastwest Bank.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, contingent assets and liabilities, each as of the date of this Quarterly Report, and revenue and expenses during the periods presented. On an ongoing basis, management evaluates their estimates and assumptions, and the effects of any such revisions are reflected in the financial statements in the period in which they are determined to be necessary. Management bases their estimates on historical experience and on various other factors that they believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual outcomes could differ materially from those estimates in a manner that could have a material effect on our consolidated financial statements.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider accounting for the credit losses for accounts receivable and other receivables, and loan receivables to be critical accounting estimates. There are other items within our financial statements that require estimation but are not deemed critical, as defined above.

Our significant accounting policies are more fully described in Note 2 — Summary of Significant Accounting Policies” in the notes to our unaudited consolidated financial statements. We believe that there were no critical accounting policies that affected the preparation of such financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, we are not required to provide the information required by this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2026 and determined that the disclosure controls and procedures were effective at a reasonable assurance level as of that date.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d -15(f) of the Exchange Act) during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ARMLOGI HOLDING CORP.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently involved in any material legal proceedings. From time to time, we may be involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item. However, the Company is including the following risk factors to update the disclosures previously provided in its Annual Report on Form 10-K for the fiscal year ended June 30, 2025:

There is substantial doubt about our ability to continue as a going concern, and if we are unable to obtain additional financing, we may be unable to continue our operations.

For the nine months ended March 31, 2026, we incurred a net loss of $15.4 million and $5.5 million net cash used in operating activities and, as of that date, we had a net current liability of $20.9 million and accumulated deficits of $7.0 million. These conditions may cast significant doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate sufficient cash flow from operations and to raise additional capital through equity or debt financings. While management is currently executing a cost optimization plan and is in discussions with several financial institutions to secure additional credit facilities, there is no assurance that these plans will be successful or that additional financing will be available on favorable terms, or at all.

If we are unable to raise sufficient working capital, we may be required to significantly curtail our operations, delay capital expenditures, or even cease operations entirely. Furthermore, our financial statements do not include any adjustments that might result from the outcome of this uncertainty, such as adjustments to the recoverability or classification of recorded asset amounts or the amounts and classification of liabilities. If we are unable to continue as a going concern, investors may lose the entire value of their investment in our securities.

Geopolitical conflicts involving the United States, Israel, Iran and other parties in the Middle East could adversely affect our business, financial condition and results of operations.

Ongoing armed conflicts and heightened geopolitical tensions involving the United States, Israel, Iran and other parties in the Middle East have created significant uncertainty in global economic, political and financial markets. The continuation or escalation of these conflicts, including potential disruptions to international shipping routes, energy supplies and global trade, could adversely affect global economic conditions and increase market volatility.

These events have contributed, and may continue to contribute, to fluctuations in commodity prices, fuel and transportation costs, inflation, interest rates, foreign exchange rates and capital markets conditions. In addition, the conflicts could result in cyberattacks, sanctions, export controls, supply chain disruptions, disruptions in the availability or pricing of inventory and raw materials, or other adverse effects on global commerce.

Although we currently do not maintain operations in the Middle East, the indirect effects of geopolitical instability, military conflict and related economic uncertainty could adversely affect our business operations, financial condition, results of operations and ability to access capital markets. The extent, duration and ultimate impact of these conflicts remain uncertain and cannot be predicted.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following “Use of Proceeds” information relates to the registration statement on Form S-1, as amended (File Number 333-274667), for our initial public offering, which was declared effective by the SEC on May 13, 2024. In May 2024, we completed our initial public offering in which we issued and sold an aggregate of 1,600,000 shares of common stock, at a price of $5.00 per share for $8,000,000. EF Hutton LLC was the representative of the underwriters of our initial public offering.

We incurred approximately $3.0 million in expenses in connection with our initial public offering, which included approximately $600,000 in underwriting discounts, approximately $25,000 in expenses paid to or for underwriters, and approximately $2.4 million in other expenses. None of the transaction expenses included payments to directors or officers of our Company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.

The net proceeds raised from the initial public offering were $5,214,851 after deducting underwriting discounts and the offering expenses payable by us. As of the date of this Quarterly Report, we have used all of the net proceeds raised from the initial public offering for working capital and other general corporate purposes in support of our current business.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Index to Exhibits

Exhibit		Incorporated by Reference (Unless Otherwise Indicated)
Number	Exhibit Title	Form	File	Exhibit	Filing Date

3.1	Articles of Incorporation	S-1	333-274667	3.1	September 22, 2023

3.2	Amendment to Articles of Incorporation of the Registrant, dated February 22, 2023, for correction of par value	S-1	333-274667	3.2	September 22, 2023

3.3	Bylaws	S-1	333-274667	3.3	September 22, 2023

4.1	Specimen Stock Certificate	S-1	333-274667	4.1	September 22, 2023

31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith

31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	Filed herewith

32.1*	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	Furnished herewith

32.2*	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	Furnished herewith

101.INS	Inline XBRL Instance Document	—	—	—	Filed herewith

101.SCH	Inline XBRL Taxonomy Extension Schema Document	—	—	—	Filed herewith

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	Filed herewith

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	Filed herewith

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	—	—	—	Filed herewith

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	Filed herewith

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	—	—	—	Filed herewith

In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2026

	Armlogi Holding Corp.

	By:	/s/ Aidy Chou
		Aidy Chou
		Chief Executive Officer

SEC Form 10-Q filed by Armlogi Holding Corp.