Armlogi Holding Corp. 10-Q

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 December 31, 2024 OR ☐ 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 February 14, 2025, there were 41,677,147 shares of Class A common stock, par value $0.00001 per share, outstanding. Armlogi Holding Corp. Form 10-Q For the Quarterly Period Ended December 31, 2024 Contents Part I Financial Information 1 Item 1 Financial Statements 1 Condensed Consolidated Balance Sheets as of December 31, 2024 (Unaudited) and June 30, 2024 1 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended December 31, 2024 and 2023 (Unaudited) 2 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended December 31, 2024 and 2023 (Unaudited) 3 Condensed Consolidated Statements of Cash Flows for the Six Months Ended December 31, 2024 and 2023 (Unaudited) 4 Notes to Condensed Consolidated Financial Statements (Unaudited) 5 Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3 Quantitative and Qualitative Disclosures about Market Risk 30 Item 4 Controls and Procedures 30 Part II Other Information 31 Item 1 Legal Proceedings 31 Item 1A Risk Factors 31 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 31 Item 3 Defaults Upon Senior Securities 31 Item 4 Mine Safety Disclosures 31 Item 5 Other Information 31 Item 6 Exhibits 31 Signatures 33 i ARMLOGI HOLDING CORP. PART I - FINANCIAL INFORMATION Item 1. Financial Statements ARMLOGI HOLDING CORP. CONDENSED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND JUNE 30, 2024 (US$, except share data, or otherwise noted) December 31, 2024 June 30, 2024 US$ US$ Unaudited Audited Assets Current assets Cash 5,118,815 7,888,711 Accounts receivable and other receivable, net 31,204,112 25,465,044 Other current assets 1,905,457 1,624,611 Prepaid expenses 879,768 1,129,435 Loan receivables 3,812,293 1,877,131 Total current assets 42,920,445 37,984,932 Non-current assets Restricted cash 2,259,932 2,061,673 Long-term loan receivables — 2,908,636 Property and equipment, net 11,796,130 11,010,407 Intangible assets, net 75,051 92,708 Right-of-use assets – operating leases 105,512,506 111,955,448 Right-of-use assets – finance leases 235,447 309,496 Other non-current assets 915,199 711,556 Total assets 163,714,710 167,034,856 LIABILITIES AND STOCKHOLDERS’ EQUITY Liabilities: Current liabilities Accounts payable and accrued liabilities 5,533,126 7,502,339 Contract liabilities 1,248,844 276,463 Income taxes payable — 57,589 Due to related parties — 350,209 Accrued payroll liabilities 389,070 405,250 Commitment fee payable 250,000 — Convertible notes 7,664,657 — Operating lease liabilities – current 25,021,785 24,216,446 Finance lease liabilities – current 117,500 155,625 Total current liabilities 40,224,982 32,963,921 Non-current liabilities Operating lease liabilities – non-current 90,172,693 93,126,092 Finance lease liabilities – non-current 135,441 169,683 Deferred income tax liabilities — 1,536,455 Total liabilities 130,533,116 127,796,151 Commitments and contingencies Stockholders’ equity Common stock, US$ 0.00001 par value, 100,000,000 shares authorized, 41,677,147 and 41,634,000 issued and outstanding as of December 31 and June 30, 2024, respectively 417 416 Additional paid-in capital 15,718,863 15,468,864 Retained earnings 17,462,314 23,769,425 Total stockholders’ equity 33,181,594 39,238,705 Total liabilities and stockholders’ equity 163,714,710 167,034,856 The accompanying notes form an integral part of these condensed consolidated financial statements. 1 ARMLOGI HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023 (US$, except share data, or otherwise noted) Three Months Ended December 31, 2024 Three Months Ended December 31, 2023 Six Months Ended December 31, 2024 Six Months Ended December 31, 2023 US$ US$ US$ US$ Unaudited Unaudited Unaudited Unaudited Revenue 51,143,682 42,004,083 93,625,578 83,249,928 Costs of sales 50,660,690 34,326,234 96,749,376 70,345,647 Gross profit (loss) 482,992 7,677,849 ( 3,123,798 ) 12,904,281 Operating costs and expenses: General and administrative 2,659,156 2,919,547 6,327,981 4,827,703 Total operating costs and expenses 2,659,156 2,919,547 6,327,981 4,827,703 Income (loss) from operations ( 2,176,164 ) 4,758,302 ( 9,451,779 ) 8,076,578 Other (income) expenses: Other income, net ( 564,656 ) ( 446,179 ) ( 1,770,321 ) ( 988,394 ) Loss on disposal of assets 43,625 — 43,625 — Finance costs 79,989 13,351 88,997 26,738 Total other (income) expenses ( 441,042 ) ( 432,828 ) ( 1,637,699 ) ( 961,656 ) Income (loss) before provision for income taxes ( 1,735,122 ) 5,191,130 ( 7,814,080 ) 9,038,234 Current income tax expense — 1,229,121 — 1,878,426 Deferred income tax (recovery) expense ( 75,882 ) 217,184 ( 1,506,969 ) 660,207 Total income tax (recovery) expenses ( 75,882 ) 1,446,305 ( 1,506,969 ) 2,538,633 Net income (loss) ( 1,659,240 ) 3,744,825 ( 6,307,111 ) 6,499,601 Total comprehensive (loss) income ( 1,659,240 ) 3,744,825 ( 6,307,111 ) 6,499,601 Basic & diluted net (loss) earnings per share ( 0.04 ) 0.09 ( 0.15 ) 0.16 Weighted average number of shares of common stock-basic and diluted 41,642,442 40,000,000 41,638,221 40,000,000 The accompanying notes form an integral part of these condensed consolidated financial statements. 2 ARMLOGI HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKOLDERS’ EQUITY FOR THE THREE AD SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023 (US$, except share data, or otherwise noted) Common Stock Amount Additional paid-in capital Retained earnings Total equity Six Months Ended Balance as of June 30, 2023 40,000,000 400 8,985,007 16,328,207 25,313,614 Net income — — — 6,499,601 6,499,601 Contribution from stockholders — — 565,000 — 565,000 Balance as of December 31, 2023 (unaudited) 40,000,000 400 9,550,007 22,827,808 32,378,215 Three Months ended Balance as of September 30, 2023 (unaudited) 40,000,000 400 9,080,007 19,082,983 28,163,390 Net income — — — 3,744,825 3,744,825 Contribution from stockholders — — 470,000 — 470,000 Balance as of December 31, 2023 (unaudited) 40,000,000 400 9,550,007 22,827,808 32,378,215 Six Months Ended Balance as of June 30, 2024 41,634,000 416 15,468,864 23,769,425 39,238,705 Net income(loss) — — — ( 6,307,111 ) ( 6,307,111 ) Issuance of common stock for commitment fee 43,147 1 249,999 — 250,000 Balance as of December 31, 2024 (unaudited) 41,677,147 417 15,718,863 17,462,314 33,181,594 Three Months ended Balance as of September 30,2024 (unaudited) 41,634,000 416 15,468,864 19,121,554 34,590,834 Net income(loss) — — — ( 1,659,240 ) ( 1,659,240 ) Issuance of common stock for commitment fee 43,147 1 249,999 — 250,000 Balance as of December 31, 2024 (unaudited) 41,677,147 417 15,718,863 17,462,314 33,181,594 The accompanying notes form an integral part of these condensed consolidated financial statements. 3 ARMLOGI HOLDING CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023 (UNAUDITED) (US$, except share data, or otherwise noted) For The Six Months Ended December 31, 2024 For The Six Months Ended December 31, 2023 US$ US$ Unaudited Unaudited Cash Flows from Operating Activities: Net income (loss) ( 6,307,111 ) 6,499,601 Net loss from disposal of fixed assets 43,625 6,895 Depreciation of property and equipment and right-of-use financial assets 1,290,471 919,273 Amortization 17,659 17,659 Non-cash operating leases expense 4,358,758 3,155,637 Accretion of convertible note 72,184 — Current estimated credit loss 228,363 ( 24,563 ) Deferred income taxes ( 1,506,969 ) 660,207 Interest income ( 63,233 ) ( 54,374 ) Changes in working capital: Accounts receivable and other receivables ( 5,967,431 ) ( 7,651,253 ) Other current assets ( 280,846 ) ( 358,368 ) Other non-current assets ( 203,643 ) — Prepaid expenses 249,667 652,335 Accounts payable & accrued liabilities ( 1,969,214 ) ( 2,022,280 ) Contract liabilities 972,381 ( 244,403 ) Income tax payable ( 87,075 ) 1,706,868 Accrued payroll liabilities ( 16,180 ) 231,701 Net changes in derecognized ROU and operating lease liabilities ( 63,874 ) — Net cash (used in) provided from operating activities ( 9,232,468 ) 3,494,935 Cash Flows from Investing Activities: Purchase of property and equipment ( 2,070,770 ) ( 2,948,594 ) Loan disbursement ( 1,000,000 ) ( 1,000,000 ) Proceeds from loan repayments 2,036,705 — Proceeds from sale of property and equipment 25,000 — Net cash used in investing activities ( 1,009,065 ) ( 3,948,594 ) Cash Flows from Financing Activities: Proceeds received from related parties — 1,012,353 Deferred issuance costs for initial public offering — ( 282,742 ) Repayment to related parties ( 350,209 ) — Net proceeds from Standby Equity Purchase 8,092,473 — Repayment of finance lease liabilities ( 72,368 ) ( 83,196 ) Capital contributions from stockholders — 265,000 Net cash provided by financing activities 7,669,896 911,415 Net increase (decrease) in cash and restricted cash ( 2,571,637 ) 457,756 Cash and restricted cash, beginning of year 9,950,384 6,558,099 Cash and restricted cash, end of six months periods 7,378,747 7,015,855 The following table provides a reconciliation of cash and restricted cash reported within the Consolidated Balance Sheets that equal the totals of the same amounts shown in the Consolidated Statements of Cash Flows: Cash 5,118,815 4,954,182 Restricted cash – non-current 2,259,932 2,061,673 Total cash and restricted cash shown in the Consolidated Balance Sheet 7,378,747 7,015,855 Supplemental Disclosure of Cash Flows Information: Cash paid for income tax ( 87,074 ) ( 171,559 ) Cash paid for interest ( 16,813 ) ( 26,738 ) Non-cash Transactions: Right-of-use assets acquired in exchange for operating lease liabilities 6,184,333 37,607,178 Decrease in right-of-use assets due to remeasurement of lease terms 884,394 — Shares issued to settle commitment fee 250,000 — The accompanying notes form an integral part of these condensed consolidated financial statements. 4 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 our annual Report on Form 10-K for the year ended June 30, 2024. 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 December 31, 2024, and its results of operations and cash flows for the six-month period then ended. Operating results for the three and six months ended December 31, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ended June 30, 2025. 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. There were no critical accounting estimates affecting the unaudited condensed consolidated financial statements for the three and six months ended December 31, 2024 and 2023. 5 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Cash Cash consists of petty cash on hand and cash held in banks, 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 three standby letters of credit with Eastwest Bank as collateral for certain of the Company’s lease agreements. The terms of the letters of credit start from August 1, 2023, November 7, 2023 and December 27, 2024, 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 restricted cash, receivables, loan receivables and other current assets. As of December 31, 2024 and June 30, 2024, substantially all of the Company’s cash and restricted cash were held in EastWest Bank located in the U.S., which management considers to be of high credit quality. 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. 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 15 – 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 income (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 six months ended December 31, 2024 and 2023. Intangible assets consist of software and security systems, which are amortized using the straight-line method over five to seven years. 6 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 over the transit period 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. We expect to recognize revenue for any performance obligations within a twelve-month period and have 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. 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 income (loss). 7 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: December 31, 2024 December 31, 2023 US$ US$ Transportation services 64,617,825 59,639,714 Warehousing services 28,984,064 23,234,845 Other services 23,689 375,369 Total 93,625,578 83,249,928 Contract liabilities Contract liabilities represent payments received from customers in excess of revenue recognized. The contract liabilities are reported in a net position on a customer-by-customer basis at the end of each reporting year. We classify these customer deposits as short-term contract liabilities, as we expect to satisfy these obligations within our normal operating cycle, which is generally one year. For the six months ended December 31, 2024 and 2023, the amounts transferred from contract liabilities at the beginning of the fiscal year to revenue were US$ 245,716 and US$ 423,932 , 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 income (loss). 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. 8 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 2. Summary of significant accounting policies (cont.) Leases (cont.) 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 sales 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. 9 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 December 31, 2024 and June 30, 2024. 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. Segment Reporting The Company follows FASB ASC Topic 280, Segment Reporting, which requires that companies disclose segment data based on how management makes decisions about allocating resources to segments and evaluating their performance. Reportable operating segments include components of an entity about which separate financial information is available and which operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and assess each operating segment’s performance. Based on the guidance provided by ASC Topic 280, management has determined that the Company operates in one segment and consists of one reporting unit, given the similarities in economic characteristics between its operations and the common nature of its services and customers. All the Company’s business activities for the three and six months ended December 31, 2024 and 2023 were conducted in the U.S. 10 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 restricted cash, accounts receivable and other receivables, loan receivables, long-term loan receivable, other current assets, accounts payable and accrued liabilities, income tax payable, due to related parties, accrued payroll liabilities, commitment fee payable, convertible notes 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, due to related parties, accrued payroll liabilities, commitment fee payable, convertible notes, 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 long-term loan receivables 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 December 31, 2024 and June 30, 2024. Costs of sales Costs of sales 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 equipment and furniture depreciation expenses, office expenses, professional fees, office space rental expenses, repairs and maintenance, salary and benefits, sundry costs, vehicle expenses, tax and licenses, credit loss expenses, and other expenses. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. 11 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: December 31, 2024 June 30, 2024 US$ US$ Accounts receivable – third parties 31,125,059 24,239,599 Accounts receivable – a related party 34,137 1,067,729 Other receivables – third parties* 21,307 65,835 Other receivables – a related party* 571,219 499,063 Gross total 31,751,722 25,872,226 Less: allowance for credit loss ( 547,610 ) ( 407,182 ) Total 31,204,112 25,465,044 * The balance is comprised primarily of accounts receivable associated with service arrangements that are not within the scope of ASC 606. The movement of allowance for credit loss for the six months ended December 31, 2024 and the fiscal year ended June 30, 2024: December 31, 2024 June 30, 2024 US$ US$ Balance as of beginning 407,182 666,531 Additional provision 228,363 94,694 Write-off ( 87,935 ) ( 354,043 ) Ending balance 547,610 407,182 12 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 4. Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2024 June 30, 2024 US$ US$ Furniture and fixtures 10,191,891 9,845,383 Auto & Truck 2,731,094 2,080,830 Trailers & track chassis 1,880,274 1,161,811 Machinery & equipment 1,793,811 1,611,720 Leasehold improvement 139,542 74,098 Total 16,736,612 14,773,842 Less: Accumulated depreciation ( 4,940,482 ) ( 3,763,435 ) Property and equipment, net 11,796,130 11,010,407 Depreciation expenses are recorded in costs of sales and general and administrative expenses. The Company recorded depreciation expenses of US$ 637,990 and US$ 485,906 during the three months ended December 31, 2024 and 2023, respectively. Specifically, US$ 582,182 and US$ 417,180 of the depreciation expenses were recorded in costs of sales for the three months ended December 31, 2024 and 2023, respectively. US$ 55,808 and US$ 68,726 of the depreciation expenses were recorded in general and administrative expenses for the three months ended December 31, 2024 and 2023, respectively. The Company recorded depreciation expenses of US$ 1,216,422 and US$ 919,272 during the six months ended December 31, 2024 and 2023, respectively. Specifically, US$ 1,108,175 and US$ 786,466 of the depreciation expenses were recorded in costs of sales for the six months ended December 31, 2024 and 2023, respectively, US$ 108,247 and US$ 132,806 of the depreciation expenses were recorded in general and administrative expenses for the six months ended December 31, 2024 and 2023, respectively. 5. Intangible Assets, Net Intangible assets, net consisted of the following: December 31, 2024 June 30, 2024 US$ US$ Security Systems 85,758 85,758 Software 100,021 100,021 Total 185,779 185,779 Less: Accumulated depreciation ( 110,728 ) ( 93,071 ) Intangible assets, net 75,051 92,708 The Company recorded amortization of US$ 17,659 and US$ 17,659 , which were included in costs of sales, for the six months ended December 31, 2024 and 2023, respectively. The Company recorded amortization of US$ 8,829 and US$ 8,829 , which were included in costs of sales, for the three months ended December 31, 2024 and 2023, respectively. 13 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. Loan Receivable The Company’s loan receivables were consisted of the following: i) On July 10, 2023, the Company entered into a loan agreement with Pundarika LLC for a principal of US$ 1,000,000 . The loan matured on August 31, 2024 and bore interest at a rate of 3.2 % annually. The loan was fully repaid on August 30, 2024. ii) On January 24, 2024, the Company entered into a loan agreement with Athena Home Inc. for a principal of US$ 600,000 . The loan originally matured on January 24, 2025 and bears interest at a rate of 3.2 % annually. The maturity date of the loan was extended to April 24, 2025 on January 20, 2025. The Company expects the loan to be repaid upon maturity. iii) On May 22, 2024, the Company entered into a loan agreement with MYJW LLC. for a principal of US$ 400,000 . The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The Company expects the loan to be repaid upon maturity. iv) On May 28, 2024, the Company entered into a loan agreement with Pundarika LLC. for a principal of US$ 1.5 million. As security for loan repayment, Pundarika LLC has pledged its inventory currently held in the Company’s warehouse as collateral. The value of the collateralized inventory is equivalent to the outstanding loan amount, ensuring a 1:1 collateral coverage ratio. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The Company expects the loan to be repaid upon maturity. A partial payment of US$ 1 million has been received on November 14, 2024 v) On June 6, 2024, the Company entered into a loan agreement with Pundarika LLC. for a principal of US$ 1.0 million. As security for loan repayment, Pundarika LLC has pledged its inventory currently held in the Company’s warehouse as collateral. The value of the collateralized inventory is equivalent to the outstanding loan amount, ensuring a 1:1 collateral coverage ratio. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The Company expects the loan to be repaid upon maturity. vi) On June 13, 2024, the Company entered into a loan agreement with Bacalar Enterprise Freight Inc. for a principal of US$ 250,000 . The loan matures on June 13, 2025 and bears interest at a rate of 3.2 % annually. The Company expects the loan to be repaid upon maturity. vii) On August 29, 2024, the Company entered into a loan agreement with Pundarika LLC. for a principal of US$ 1.0 million. As security for loan repayment, Pundarika LLC has pledged its inventory currently held in the Company’s warehouse as collateral. The value of the collateralized inventory is equivalent to the outstanding loan amount, ensuring a 1:1 collateral coverage ratio. The loan matures on December 31, 2025 and bears interest at a rate of 3.2 % annually. The Company expects the loan to be repaid upon maturity. As of December 31, 2024, the Company recorded a loan receivable balance of US$ 3,812,293 , including accrued interest income of US$ 62,293 . As of June 30, 2024, the Company recorded a loan receivable balance of US$ 1,877,131 and long-term loan receivable of US$ 2,908,636 , including accrued interest income of US$ 35,767 . 14 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7. Leases As of December 31, 2024, the Company had operating and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates from February 2025 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, as of the date of this Quarterly Report, that these options will be exercised. The Company had certain sublease contracts and recognized US$ 916,184 and US$ 1,162,538 lease income, recorded in other income, during the six months ended December 31, 2024 and 2023, respectively. During the six months ended December 31, 2024, the Company recognized additional operating lease liabilities of US$ 6,184,333 , as a result of entering into a new operating lease agreement. The ROU assets were recognized at the discount rate range from 9.50 % to 9.75 %, resulting in US$ 6,184,333 on the commencement dates. During the six months ended December 31, 2024, the Company terminated certain operating lease agreements prior to the original expiration dates. As a result, the ROU assets and lease liabilities were derecognized of US$ 1,861,834 and US$ 1,925,708 , respectively. The components of lease expenses were as follows: December 31, 2024 December 31, 2023 US$ US$ Operating: Operating lease expenses 15,858,308 11,245,735 Financing: Accretion 16,813 26,738 Amortization – included in costs of sales 74,048 87,756 Total 90,861 114,494 The Company recorded operating lease expenses of US$ 7,746,884 and US$ 6,027,177 in the three months ended December 31, 2024 and 2023, respectively. Specifically, US$ 7,654,268 and US$ 5,107,579 of operating lease expenses were recorded in costs of sales for the three months ended December 31, 2024 and 2023, respectively. US$ 92,616 and US$ 66,707 of operating lease expenses were recorded in general and administrative expenses for the three months ended December 31, 2024 and 2023, respectively. nil and US$ 852,891 of operating lease expenses were recorded in other expenses for the three months ended December 31, 2024 and 2023, respectively. The Company recorded operating lease expenses of US$ 15,858,308 and US$ 11,245,735 during the six months ended December 31, 2024 and 2023, respectively. Specifically, US$ 15,276,038 and US$ 10,227,316 of operating lease expenses were recorded in costs of sales for the six months ended December 31, 2024 and 2023, respectively. US$ 185,616 and US$ 165,528 of operating lease expenses were recorded in general and administrative expenses for the six months ended December 31, 2024 and 2023, respectively. US$ 396,654 and US$ 852,891 of operating lease expenses were recorded in other expenses for the six months ended December 31, 2024 and 2023, respectively. As of December 31, 2024, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows: Operating Finance US$ US$ 2025 12,261,677 86,699 2026 28,442,219 129,332 2027 30,055,170 61,194 2028 31,108,699 5,866 2029 and beyond 56,070,308 - Total minimum lease payment 157,938,073 283,091 Less: imputed interest ( 42,743,595 ) ( 30,150 ) Total lease liabilities 115,194,478 252,941 Less: current potion ( 25,021,785 ) ( 117,500 ) Non-current portion 90,172,693 135,441 15 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 7. Leases (cont.) Weighted average remaining lease term: Operating leases 5.67 years Finance leases 1.98 years Weighted average discount rate: Operating leases 10.28 % Finance leases 11.25 % 8. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consisted of the following: December 31, 2024 June 30, 2024 US$ US$ Accounts payable 4,398,396 6,003,542 Credit card Payable 1,013,912 1,446,549 Other liabilities 120,818 52,248 Total 5,533,126 7,502,339 Other liabilities as of December 31, 2024 and June 30, 2024 mainly consisted of tenant’s deposit. 9. Convertible notes On November 25, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Company has the right to sell to the Investor up to $ 50.0 million (the “Commitment Amount”) of the 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 has agreed to advance to the Company in the form of 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, 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, 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 is 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 becomes effective. As of December 31, 2024, the third Pre-Paid Advance has not been disbursed. According to the SEPA, the Company, at its sole discretion, has the right, but not the obligation, to issue and sell to the Investor, and the Investor will 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 the Company’s common stock to the Investor as long as there is a balance outstanding under a Convertible Note. The Company shall pay a commitment fee of $ 500,000 , representing 1 % of the Commitment Amount (the “Commitment Fee”). The Commitment Fee shall 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”) is expected to be paid on the three-month anniversary of the date of the SEPA The Deferred Fee shall be payable in cash or, at the Company’s election, by way of a Pre-paid Advance. Unless earlier terminated as provided thereunder, the SEPA shall terminate automatically on the earliest of (i) November 25, 2026, provided that if any Convertible Notes are 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 common shares equal to the $ 50,000,000 . 16 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Advance Notice If the Company requests a purchase of common stock from the Investor by the delivery of an Advance Notice to the Investor, the purchase price therefor shall be 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 (which may be by e-mail) of acceptance of such Advance Notice by the Investor (or the open of regular trading hours, if later), and which confirmation shall specify 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 maybe agreed 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 requests a sale from the Company by the delivery an Investor Notice to the Company, the purchase price, as of any conversion date or other date of determination, will 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 shall not be lower than the floor price ($ 1.1880 ) then in effect. Repayments of Convertible Notes Interest shall accrue on the outstanding principal balance of the Convertible Notes at an annual rate equal to 0 % (“Interest Rate”), which Interest Rate shall 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 13.85 %. 10. Other Income (Expenses) Other income and expenses consisted of the following: December 31, 2024 December 31, 2023 US$ US$ Rental income 916,184 1,162,538 Rental expense ( 408,098 ) ( 852,891 ) Interest income 73,603 34,814 Credit card rebate income 531,469 571,787 Other income 657,163 72,146 Total 1,770,321 988,394 17 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, 41,677,147 and 41,634,000 shares were issued and outstanding as of December 31, 2024 and June 30, 2024, respectively. On May 15, 2024, the Company issued to EF Hutton LLC (now known as D. Boral Capital LLC ; hereinafter, the “Representative”) , as representative of the several underwriters with respect to the Company’s initial public offering (the “IPO”) and its affiliates 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 80,000 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 aggregate of US$ 250,000 as 50 % of the commitment fee to an investor. The remainder of the commitment fee will be paid on the three-month anniversary of such issuance date in cash. 12. Earnings per Share Basic and diluted net earnings per share for the six months ended December 31, 2024 and 2023 were as follows: December 31, 2024 December 31, 2023 US$ US$ Numerator: Net income (loss) attributable to stockholders – basic and diluted ( 6,307,111 ) 6,499,601 Denominator: Weighted average number of shares of common stock outstanding – basic 41,638,221 40,000,000 (Loss) Earnings per share attributable to stockholders – basic ( 0.15 ) 0.16 Weighted average number of shares of common stock outstanding – diluted 41,638,221 40,000,000 (Loss) Earnings per share attributable to stockholders – diluted ( 0.15 ) 0.16 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 six months ended December 31, 2024, 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 months and six months ended December 31, 2024. 18 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 US$ 2,259,932 (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 December 31, 2024 and June 30, 2024. Contingencies The Company is subject to legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome arising out of any such matter will have a material adverse effect on the Company’s consolidated financial position, cash flows or results of operations taken as a whole. As of December 31, 2024 and 2023, the Company was not a party to any material legal or administrative proceedings. 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. (from January 1, 2021 to December 31, 2021) Aidy Chou Founder, CEO, and substantial stockholder Tong Wu Founder, Secretary, Treasurer, director, and substantial stockholder DNA Motor Inc. A company wholly-owned by Jacky Chen Junchu Inc. A company wholly-owned by Tong Wu Related Party transactions The Company had the following related party transactions: (i) During the six months ended December 31, 2024, the Company’s related parties, Jacky Chen, Aidy Chou and Tong Wu, together advanced nil (2023: US$ 501,000 ) to support the Company’s working capital needs. The Company made the repayment of US$ 352,909 (2023: nil ) to its related parties. During the six months ended December 31, 2023, Junchu Inc., a company wholly owned by Tong Wu, repaid the loan with a principal of US$ 500,000 and interest expense of US$ 11,353 . (ii) DNA Motor Inc. (“DNA”), the landlord of five of the Company’s operating leases, is owned by Jacky Chen. During the six months ended December 31, 2024, for these operating leases, US$ 189,466 (2023: US$ 201,805 ) lease expense was recorded in general and administrative expenses, US$ 5,923,494 (2023: US$ 5,840,554 ) was recorded in costs of sales and US$ 408,098 (2023: US$ 551,261 ) was recorded in other expenses. The aggregate lease liability associated with these operating leases as of December 31, 2024 and June 30, 2024 was US$ 27,513,398 and US$ 37,409,782 , respectively. (iii) During the six months ended December 31, 2024, the Company generated revenue of US$ 553 (2023: US$ 291,465 ) for providing freight services to DNA. During the six months ended December 31, 2024, the Company generated revenue of US$ 884,700 (2023: nil ) for providing warehouse services to DNA. During the six months ended December 31, 2024, the Company paid expenses in the total amount of US$ 52,802 on behalf of DNA. The amount due from DNA is included in accounts receivable and other receivables from a related party as disclosed in Note 3. 19 ARMLOGI HOLDING CORP. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 14. Related Party Transactions and Balances (cont.) Related Party transactions (cont.) (v) During the six months ended December 31, 2024, the Company incurred general and administrative expenses of US$ 1,526 (2023: US$ 15,000 ) for services and other expenses provided by DNA. Due to related party balance The Company’s balances due to related parties as of December 31, 2024 and June 30, 2024 were as follows: December 31, 2024 June 30, 2024 US$ US$ Tong Wu — 181,971 Jacky Chen — 168,238 Total — 350,209 The due to related party balances as of December 31, 2024 and June 2024 are unsecured, interest-free, and are due on demand. 15. Subsequent Events The Company has evaluated the impact of events that have occurred subsequent to December 31, 2024, through the date the consolidated financial statements were available to issue, and concluded that no subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the unaudited interim condensed consolidated financial statements. 20 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 in the “Risk Factors” section included in our registration statement on Form S-1 (File No. 333-274667), which was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 25, 2023, as amended, and declared effective by the SEC on May 13, 2024. 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 our annual report on Form 10-K (File No. 001-42099), filed with the SEC on September 26, 2024. 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 ten warehouses across the country, with an aggregate gross floor area of approximately 3,858,667 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 December 31, 2024 and June 30, 2024 and 2023, we had an active customer base of 298, 105, and 83, respectively, for our warehousing and logistics services. For the six months ended December 31, 2024 and 2023, we had total revenue of $93.6 million and $83.2 million, and net loss of $6.3 million and net income of $6.5 million, respectively. While we do not have any subsidiaries, assets, or employees in the PRC, we generate a significant portion of our revenue from customers based in China. During the six months ended December 31, 2024 and 2023, we generated approximately 86% and 96% of our revenue from PRC-based customers, respectively. 21 Results of Operations The following table outlines our consolidated statements of operations for the three and six months ended December 31, 2024 and 2023: For Three Months Ended December 31, 2024 For Three Months Ended December 31, 2023 For Six Months Ended December 31, 2024 For Six Months Ended December 31, 2023 US$ US$ US$ US$ Revenue 51,143,682 42,004,083 93,625,578 83,249,928 Costs of sales 50,660,690 34,326,234 96,749,376 70,345,647 Gross profit 482,992 7,677,849 (3,123,798 ) 12,904,281 Operating costs and expenses: General and administrative 2,659,156 2,919,547 6,327,981 4,827,703 Total operating costs and expenses 2,659,156 2,919,547 6,327,981 4,827,703 Income (loss)from operations (2,176,164 ) 4,758,302 (9,451,779 ) 8,076,578 Other (income) expenses: Other income, net (564,656 ) (446,179 ) (1,770,321 ) (988,394 ) Loss on disposal of assets 43,625 — 43,625 — Finance costs 79,989 13,351 88,997 26,738 Total other (income) expenses (441,042 ) (432,828 ) (1,637,699 ) (961,656 ) Income before provision for income taxes (1,735,122 ) 5,191,130 (7,814,080 ) 9,038,234 Current income tax expense — 1,229,121 — 1,878,426 Deferred income tax expense (recovery) (75,882 ) 217,184 (1,506,969 ) 660,207 Total income tax expenses (75,882 ) 1,446,305 (1,506,969 ) 2,538,633 Net income (loss) (1,659,240 ) 3,744,825 (6,307,111 ) 6,499,601 Total comprehensive income (1,659,240 ) 3,744,825 (6,307,111 ) 6,499,601 Basic & diluted net earnings per share (0.04 ) 0.09 (0.15 ) 0.16 Weighted average number of shares of common stock-basic and diluted 41,642,442 40,000,000 41,638,221 40,000,000 22 Revenue, costs of sales, and gross profit margin The following table sets forth our revenue for the three and six months ended December 31, 2024 and 2023: For the Three Months Ended December 31, 2024 For the Three Months Ended December 31, 2023 For the Six Months Ended December 31, 2024 For the Six Months Ended December 31, 2023 US$ US$ US$ US$ Revenue 51,143,682 42,004,083 93,625,578 83,249,928 Costs of sales 50,660,690 34,326,234 96,749,376 70,345,647 Gross profit (loss) 482,992 7,677,849 (3,123,798 ) 12,904,281 Gross profit (loss) margin % 0.9 % 18.3 % -3.3 % 15.5 % The following table outlines the compositions of our revenue streams: For the Three Months Ended December 31, 2024 For the Three Months Ended December 31, 2023 For the Six Months Ended December 31, 2024 For the Six Months Ended December 31, 2023 US$ US$ US$ US$ Transportation services 36,127,069 29,901,184 64,617,825 59,639,714 Warehousing services 15,010,370 11,945,232 28,984,064 23,234,845 Other services 6,243 157,667 23,689 375,369 Total 51,143,682 42,004,083 93,625,578 83,249,928 Three Months Ended December 31, 2024 and 2023 Our revenue increased by $9.1 million, or 21.8%, to $51.1 million during the three months ended December 31, 2024, compared to $42.0 million for the same period in 2023. The increase was due to the following factors: 1) Revenue from our transportation services increased by $6.2 million, or 20.8%, due to the addition of new warehouse locations, which has enabled an increase in shipment volume compared to the same period in the 2023. 2) Revenue from our warehousing services increased by $3.1 million, or 25.7%, driven by the addition of new warehouses acquired in the last fiscal quarter. 3) Revenue from other services decreased by $0.2 million, or 96%. Other revenue mainly consisted of revenue from our customs brokerage services. Our costs of sales 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 sales increased by $16.3 million, or 47.6%, during the three months ended December 31, 2024, compared with the same period in 2023. The increase was driven by two main factors. First , there was a rise in freight expenses due to higher UPS shipping charges. Second , lease expenses, employee salary and benefits, and temporary labor costs increased as we expanded our warehouse and operations team to support growth. 23 Six Months Ended December 31, 2024 and 2023 Our revenue increased by $10.4 million, or 12.5%, to $93.6 million during the six months ended December 31, 2024, compared to $83.2 million for the same period in 2023. The increase was due to the following factors: 1) Revenue from our transportation services increased by $5.0 million, or 8.3%, due to due to the addition of new warehouse locations, which has enabled an increase in shipment volume compared to the same period in the 2023. 2) Revenue from our warehousing services increased by $5.7 million, or 24.7%, driven by the addition of new warehouses acquired in the last fiscal quarter. 3) Revenue from other services decreased by $0.4 million, or 93.7%. Other revenue mainly consisted of revenue from our customs brokerage services. Our costs of sales 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 sales increased by $26.4 million, or 37.5%, during the six months ended December 31, 2024, compared with the same period in 2023. The increase was driven by two main factors. First , there was a rise in freight expenses due to higher UPS shipping charges. Second , lease expenses, employee salary and benefits, and temporary labor costs increased as we expanded our warehouse and operations team to support growth. The following table sets forth a breakdown of our costs of sales for the three months and six months ended December 31, 2024 and 2023: For the Three Months Ended December 31, 2024 For the Three Months Ended December 31, 2023 For the Six Months Ended December 31, 2024 For the Six Months Ended December 31, 2023 US$ US$ US$ US$ Amortization 8,830 8,830 17,659 17,659 Depreciation 707,122 417,180 1,182,223 786,466 Lease expenses 8,943,724 6,400,215 18,050,328 13,203,955 Freight expenses 28,715,466 20,416,139 54,421,945 42,893,684 Port handling and customs fees 189,143 168,847 341,888 319,091 Salary and benefits 2,509,610 1,846,834 5,074,473 3,461,173 Temporary labor expenses 6,230,201 3,319,464 11,951,127 6,280,614 Warehouse expenses 2,240,217 1,079,247 4,299,328 2,467,978 Utilities 245,877 116,196 475,097 259,974 Other expenses 870,500 553,282 935,308 655,053 Total 50,660,690 34,326,234 96,749,376 70,345,647 24 Three Months Ended December 31, 2024 and 2023 Our freight expenses, lease expenses (primarily warehouse operating lease expenses), temporary labor expenses, warehouse expenses, and salary and benefits increased significantly by $8.3 million, $2.5 million, $2.9 million, $1.2 million and $0.7 million, respectively, during the three months ended December 31, 2024, compared to the same period in 2023. The increases in lease expenses were due to the additional operating leases acquired in the last and current fiscal quarter. The increases in freight expenses were due to the increase in UPS expenses. The increases in temporary labor expenses, warehouse expenses, and salary and benefits were due to the expansion of the warehouse operations. Our overall gross profit margin decreased from 18.3% for the three months ended December 31, 2023 to 0.9% for the same period in 2024, primarily due to the increase of the surcharge by UPS and the decreases in customer order volume, as well as some of the recently leased warehouses that are not fully utilized. Six Months Ended December 31, 2024 and 2023 Our freight expenses, lease expenses (primarily warehouse operating lease expenses), temporary labor expenses, warehouse expenses, and salary and benefits increased significantly by $11.5 million, $4.8 million, $5.7 million, $1.8 million and $1.6 million, respectively, during the six months ended December 31, 2024 compared to the same period in 2023. The increases in lease expenses were due to the additional operating leases acquired in the last and current fiscal quarter. The increases in freight expenses were due to the increase in UPS expense. The increases in temporary labor expenses, warehouse expenses, and salary and benefits were due to the expansion of the warehouse operations. Our overall gross profit (loss) margin decreased from 15.5% for the for the six months ended December 31, 2023 to (3.3%) for the same period in 2024, primarily due to the increase of the surcharge by UPS and the decreases in customer order volume, as well as some of the recently leased warehouses that are not fully utilized. Operating expenses Our operating expenses consist primarily of general and administrative expenses. The following table sets forth a breakdown of our general and administrative expenses for the three and six months ended December 31, 2024 and 2023: For the Three Months Ended December 31, 2024 For the Three Months Ended December 31, 2023 For the Six Months Ended December 31, 2024 For the Six Months Ended December 31, 2023 US$ US$ US$ US$ Bank charges 12,727 34,565 53,117 49,543 Amortization 55,808 68,726 108,247 132,806 Office expenses 351,217 668,101 1,605,056 1,310,579 Professional fees 846,705 47,388 1,233,968 113,563 Rental expenses 105,670 84,818 219,024 201,806 Repairs and maintenance 82,682 270,676 421,750 432,776 Salary and benefits 820,963 1,262,996 2,002,243 2,239,990 Sundries 111,252 23,653 158,997 36,460 Tax and licenses 72,405 123,221 139,860 167,468 Vehicle expenses 29,607 2,820 63,245 98,488 Other expenses 68,693 21,808 94,111 68,787 Credit loss expenses (recovery) 101,427 310,775 228,363 (24,563 ) Total 2,659,156 2,919,547 6,327,981 4,827,703 25 Three Months Ended December 31, 2024 and 2023 Our general and administrative expenses decreased by $0.2 million, or 9%, from $2.9 million for the three months ended December 31, 2023 to $2.7 million for the same period in 2024. The increase was due to the net of the following factor: 1) Professional fees increased by $0.8 million, or 1,686.7%, mainly due to fees for the consulting services of an investment financial advisor. 2) Office expenses decreased by $0.3 million, or 47.4%, mainly due to the large insurance refund received during the period. 3) Salary expenses decreased by $0.4 million, or 35.0%, mainly due to a decrease in bonus payout, a lower salary range adjustment for one employee and the resignation of several employees during the period. 4) Credit loss expenses decreased by $0.2 million, or 67.4%, mainly due to the better receivable collection (low loss rate) during the period. Six Months Ended December 31, 2024 and 2023 Our general and administrative expenses increased by $1.5 million, or 31%, from $4.8 million for the three months ended December 31, 2023 to $6.3 million for the same period in 2024. The increase was due to the following factors: 1) Office expenses increased by $0.3 million, or 23%, mainly due to an increase in general insurance associated with the rapid expansion of our business. 2) Professional fees increased by $1.1 million, or 987%, mainly due to the fees for the consulting services of an investment financial advisor and audit fees. Income Tax Our income tax expense decreased by $1.5 million for the three months ended December 31, 2024, compared to the same period in 2023, mainly due to the decrease in profit before tax by $6.9 million during the three months ended December 31, 2024. Our income tax expense decreased by $4.0 million for the six months ended December 31, 2024, compared to the same period in 2023, mainly due to the decrease in profit before tax by $17.0 million during the six months ended December 31, 2024. Net income (loss) As a result of the foregoing, our net (loss) income for the three months ended December 31, 2024 was $(1.7) million, compared with the net income of $3.7 million for the same period in 2023, representing a decrease by $5.4 million. Our net (loss) income for the six months ended December 31, 2024 was $(6.3) million, compared with the net income of $6.5 million for the same period in 2023, representing a decrease by $12.8 million. 26 Liquidity and Capital Resources 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 proceeds from the Convertible Note. As of December 31, 2024 and June 30, 2024, we had cash and restricted cash of $7.4 million and $10.0 million, respectively, which primarily consisted of cash deposited in banks. Our working capital requirements mainly consist of costs of sales and general and administrative expenses. We expect that our capital requirements will be met by cash generated from our financing activities. On November 25, 2024, we entered into the SEPA with the Investor, pursuant to which we have the right to sell to the Investor up to $50.0 million of our common stock. We believe that our current cash and cash generated from our financing activities will be sufficient to meet our current and anticipated working capital requirements and capital expenditures for at least the next 12 months. We may, however, need additional cash resources in the future if we experience changes in our business conditions or other developments. Cash Flows for the Six Months Ended December 31, 2024 and 2023 For the Six Months Ended December 31, 2024 For the Six Months Ended December 31, 2023 US$ US$ Net cash provided by (used in) operating activities (9,232,468 ) 3,494,935 Net cash used in investing activities (1,009,065 ) (3,948,594 ) Net cash provided by financing activities 7,669,896 911,415 Net increase (decrease) in cash and restricted cash (2,571,637 ) 457,756 Cash and restricted cash at beginning of six months period 9,950,384 6,558,099 Cash and restricted cash at end of six months period 7,378,747 7,015,855 We had a balance of cash and restricted cash of $7.4 million as of December 31, 2024, compared with a balance of $10.0 million as of June 30, 2024. During the six months ended December 31, 2024, changes in our cashflow were mainly due to the following activities: Operating Activities Net cash used in operating activities was $9.2 million for the six months ended December 31, 2024, compared to net cash provided by operating activities of $3.5 million for the same period in 2023, representing a $12.7 million decrease in the net cash inflow provided by operating activities. The decrease was primarily due to the following: (i) We had net loss of $6.3 million for the six months ended December 31, 2024. For the six months ended December 31, 2023, we had net income of $6.5 million, which led to a $12.8 million decrease in net cash inflow from operating activities. (ii) Changes in accounts receivable and other receivables were $6.0 million cash outflow for the six months ended December 31, 2024. For the six months ended December 31, 2023, changes in accounts receivable and other receivables were $7.7 million cash outflow, which led to a $1.7 million decrease in net cash outflow from operating activities. 27 (iii) Changes in accounts payable and accrued liabilities used $2.0 million net cash outflow for the six months ended December 31, 2024. For the six months ended December 31, 2023, changes in accounts payable and accrued liabilities provided net cash outflow of $2.0 million, which led to a $0.1 million decrease in net cash outflow from operating activities. (iv) Changes in tax payable provided used $0.1 million net cash outflow for the six months ended December 31, 2024. For the six months ended December 31, 2023, changes in tax payable provided net cash inflow of $1.7 million, which led to a $1.8 million decrease in net cash inflow from operating activities. (v) Changes in contract liabilities provided $1.0 million net cash inflow for the six months ended December 31, 2024. For the six months ended December 31, 2023, changes in contract liabilities used net cash outflow of $0.2 million, which led to a $1.2 million increase in net cash inflow from operating activities. (vi) Changes in non-cash items provided $4.4 million net cash inflow for the six months ended December 31, 2024. For the six months ended December 31, 2023, changes in non-cash items provided net cash inflow of $4.7 million, which led to a $0.3 million decrease in net cash inflow from operating activities. Investing Activities Net cash used in investing activities was $1.0 million for the six months ended December 31, 2024, primarily attributable to $2.1 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. For the six months ended December 31, 2023, net cash used in investing activities was $3.9 million, primarily attributable to $2.9 million cash used for the purchase of property and equipment and $1.0 million used for loans extended to others. Financing Activities For the six months ended December 31, 2023, we had net cash provided by financing activities of $0.9 million, which was primarily attributable to the net effects of: (i) $1.0 million collected from related parties for the repayments of loans we previously advanced to them; (ii) $0.3 million used for expenses relating to the initial public offering; (iii) $0.1 million used to repay finance lease liabilities; and (iv) $0.3 million in capital contributions from stockholders. For the six months ended December 31, 2024, we had net cash provided from financing activities of $7.7 million, which was primarily attributable to the net effects of: (i) $0.4 million repayment related parties; (ii) $8.1 million of net proceeds from the Pre-Paid Advance under the SEPA. Commitments and Contractual Obligations As of December 31, 2024, we had operating and finance leases for office space, warehouse space, and forklifts. Lease terms expire at various dates through February 2025 to November 2034 with options to renew for varying terms at our sole discretion. We have not included these options to extend or terminate in the calculation of ROU assets or lease liabilities, as there is no reasonable certainty, as of the date of this Quarterly Report, that these options will be exercised. 28 As of December 31, 2024, maturities of lease liabilities for each of the following fiscal years ending June 30 and thereafter were as follows: Operating Finance US$ US$ 2025 12,261,677 86,699 2026 28,442,219 129,332 2027 30,055,170 61,194 2028 31,108,699 5,866 2029 and beyond 56,070,308 - Total minimum lease payment 157,938,073 283,091 Less: imputed interest (42,743,595 ) (30,150 ) Total lease liabilities 115,194,478 252,941 Less: current potion (25,021,785 ) (117,500 ) Non-current portion 90,172,693 135,441 Other than the above leases, we did not have significant commitments, long-term obligations, or guarantees as of December 31, 2024. Off-balance Sheet Commitments and Arrangements Other than three standby letters of credit with Eastwest Bank in the aggregate amount of $2,259,932, 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 December 31, 2024, we still have unused credit of $2,259,932 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. Despite that management determines that there are no critical accounting estimates, the one that requires relatively significant estimates relates to useful lives of property and equipment. 29 Property and equipment are recorded at cost, less accumulated depreciation and impairment. The estimation of useful lives impacts the level of annual depreciation expenses recorded and the estimation is a matter of judgment based on the experience of our Company and general industry practice with similar assets. The estimated annual deprecation rates of our property and equipment 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 15 – 17 years Machinery & equipment Straight-line 2 – 7 years Leasehold improvements Straight-line Shorter of lease term or 15 years As of December 31, 2024 and June 30, 2024, the historical cost of property and equipment was $16,736,612 and $14,773,842, respectively. We recorded depreciation expenses of $1,216,422 and $919,272 during the six months ended December 31, 2024 and 2023, respectively. Specifically, $1,108,175 and $786,466 of the depreciation expenses were recorded in costs of sales for the six months ended December 31, 2024 and 2023, respectively, $108,247 and $132,806 of the depreciation expenses were recorded in general and administrative expenses for the six months ended December 31, 2024 and 2023, respectively. 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 this information. 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 December 31, 2024 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 December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 30 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 are, and we anticipate that we will 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. 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 fully spent the proceeds 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. 31 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 10.1 Standby Equity Purchase Agreement, dated as of November 25, 2024, by and between Armlogi Holding Corp. and YA II PN, LTD. 8-K 001-42099 10.1 November 26, 2024 10.2 First Tranche Convertible Promissory Note, dated November 25, 2024, in favor of YA II PN, LTD. 8-K 001-42099 10.2 November 26, 2024 10.3 Global Guaranty Agreement, dated November 25, 2024, by Armlogi Logistic Inc., Armlogi Truck Dispatching LLC, Andtech Trucking LLC, Amlogi Trucking LLC, Armlogi Group LLC, and Andtech Customs Broker LLC in favor of YA II PN, LTD. 8-K 001-42099 10.3 November 26, 2024 10.4 Registration Rights Agreement, dated November 25, 2024 by and between Armlogi Holding Corp. and YA II PN, LTD. 8-K 001-42099 10.4 November 26, 2024 10.5 Second Tranche Convertible Promissory Note, dated December 17, 2024, in favor of YA II PN, LTD. 8-K 001-42099 10.1 December 20, 2024 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. 32 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: February 14, 2025 Armlogi Holding Corp. By: /s/ Aidy Chou Aidy Chou Chief Executive Officer 33