Armlogi Holding Corp. 10-Q

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