What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2025-09-25 compared with 2024-09-26 · 258 added, 261 removed, 774 unchanged (40% of the section changed)

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is competitive and rapidly evolving, with new companies increasingly joining the competition in recent years.

As we provide

a full spectrum of services, including facilitating overseas transportation of merchandise to the U.S., customs brokerage services, and

warehouse management and order fulfillment services, we may compete with a broad range of companies, such as freight delivery service

warehouse management and order fulfillment services, we may, therefore, compete with a broad range of companies, such as freight delivery service

providers, customs brokers, warehousing companies, and third-party logistics service providers.

As we currently primarily compete in a

Because we currently primarily compete in a

niche market targeting PRC customers seeking to establish overseas warehouses in the U.S., we have the advantage of offering one-stop

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competitive advantages over us, such as longer operating history, greater brand recognition, larger customer base, and better value-added

We may lose clients if we fail to compete successfully, which could adversely affect our financial performance and business

We may lose customers if we fail to compete successfully, which could adversely affect our financial performance and business

We cannot guarantee that our strategies will remain competitive or successful in the future.

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U.S.-China trade conflicts, may negatively affect our business.

As we derived approximately 96% and 96% of our revenue

from overseas customers in the PRC during the fiscal years ended June 30, 2024 and 2023, respectively, the continued success of our

operations will be heavily dependent on the willingness of our PRC customers to sell in the U.S.

via global online e-commerce platforms,

such as Amazon and eBay.

This, in turn, depends heavily on stable political and economic relations between the PRC and the U.S.

the event of any significant deterioration in the PRC’s relations with the U.S., our customers in the PRC may refrain from selling

their merchandise in the U.S.

market, and executive action or legislation may be enacted that would adversely affect the profitability,

feasibility, and thus the willingness of these customers to continue their global e-commerce business in the U.S.

For example, due

to the increased tariffs caused by the ongoing trade conflicts between the U.S.

and China, the costs of importing and exporting certain

goods or materials have increased.

Given that we cannot predict what actions may ultimately be taken with respect to tariffs or trade

relations between the U.S.

and China, our supply chain, costs, and profitability may be negatively impacted by the adoption and expansion

of trade restrictions, the continuation of the trade conflicts, or other government actions related to tariffs, trade agreements, or related

As a result, our business, financial condition, and results of operations may be adversely affected.

We derived approximately 84% and 96% of

our revenue from overseas customers in the PRC during the fiscal years ended June 30, 2025 and 2024, respectively, and the

continued success of our operations will be heavily dependent on the willingness of our PRC customers to sell in the U.S.

global online e-commerce platforms, such as Amazon and eBay.

This, in turn, depends heavily on stable political and economic

relations between the PRC and the U.S.

In the event of any significant deterioration in the PRC’s relations with the

U.S., our customers in the PRC may refrain from selling their merchandise in the U.S.

market, and executive action or

legislation may be enacted that would adversely affect the profitability, feasibility, and thus the willingness of these customers

to continue their global e-commerce business in the U.S.

For example, due to the increased tariffs caused by the ongoing trade

conflicts between the U.S.

and China, the costs of importing and exporting certain goods or materials have increased.

that we cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the U.S.

China, our supply chain, costs, and profitability may be negatively impacted by the adoption and expansion of trade restrictions,

the continuation of the trade conflicts, or other government actions related to tariffs, trade agreements, or related policies.

result, our business, financial condition, and results of operations may be adversely affected.

government trade actions could

have a material adverse effect on our business, financial position, and results of operations.

Over the past several years, the U.S.

has taken a number of trade actions that impact or could impact our operations, including imposing tariffs on certain goods imported into

As the majority of our customers import products into the U.S.

from China, many of their products are subject to the tariffs

imposed under Section 301 of U.S.

trade law that have been applied to separate lists of Chinese goods imported into the U.S.,

beginning during the first Trump Administration, which remained largely in effect in the Biden Administration.

A number of lawsuits and

other legal challenges with respect to the Section 301 tariff actions have been filed and remain pending, which could result in changes

to the tariffs.

The Biden Administration largely maintained, defended, and enforced these particular trade actions.

Changes in U.S.

trade policy have created

ongoing uncertainties in international trade relations, and it is unclear what future actions governments will or will not take with respect

to tariffs or other international trade agreements and policies.

During the 2024 presidential campaign, candidate Donald Trump expressed

intentions to impose various tariffs on imports, such as 60% tariffs on goods imported from China, 25% tariffs on goods imported from

Mexico, and between 10% and 20% tariffs on goods imported from other countries.

The current Trump administration began implementing these

proposals through executive action, reigniting trade tensions with key U.S.

trading partners.

In early 2025, the Trump administration

announced a renewed wave of tariff increases targeting Chinese imports, raising certain rates to as high as 145%.

In response, China imposed

retaliatory tariffs of up to 125% on U.S.

goods and introduced export restrictions on critical raw materials, such as rare earth

Although a 90-day temporary easing of tariffs was announced in May 2025, which was further extended on August 12, 2025

for an additional 90 days expiring November 10, 2025, reducing U.S.

tariffs on Chinese goods to 30% and Chinese tariffs on U.S.

to 10%, tensions between the two countries remain following new U.S.

restrictions on exports of advanced technology and the revocation

of Chinese student visas.

It is unclear what actions the Trump administration

or Congress will take next with respect to these proposals.

Ongoing or new trade wars or other governmental action related to tariffs

or international trade agreements or policies could reduce demand for our customers’ products and services, increase their costs,

reduce their profitability, adversely impact their supply chain or otherwise have a material adverse effect on their business and results

of operations, any of which could have a material adverse effect on our business, financial position, and results of operations.

the uncertainty regarding the scope and duration of these trade actions by the U.S.

government or other countries, as well as the

potential for additional trade actions, the impact on our business and results of operations remains uncertain.

We are currently operating in a period of

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Although our business has not been materially impacted by the ongoing military conflict

between Russian and Ukraine to date, it is impossible to predict the extent to which our operations, or those of our clients, will be

between Russian and Ukraine to date, it is impossible to predict the extent to which our operations, or those of our customers, will be

impacted in the short and long term, or the ways in which the conflict may impact our business.

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magnify the impact of other risks described in this annual report.

In addition, the U.S.-China relationship has recently faced a daunting

challenge, contributing to geopolitical instability worldwide.

In addition, the U.S.-China relationship has recently

faced daunting challenges, contributing to geopolitical instability worldwide.

Because we derived approximately 84% and 96% of our revenue

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the future relationship between the two countries with respect to trade policies, treaties, government regulations, and tariffs.

A deteriorating

relationship between the U.S.

and China, or a prolonged stalemate between them, could materially adversely affect our business, results

of operations, and financial condition.

deteriorating relationship between the U.S.

and China, or a prolonged stalemate between them, could materially adversely affect our

business, results of operations, and financial condition.

China’s economic, political, and social

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an economic downturn in China;

● changes in laws and regulations, in particular those with

little advance notice;

● deterioration of relations or disruption of trade with the

U.S., such as anti-U.S.

● tariffs and other trade barriers which could make it more

expensive for our PRC customers to transport their goods and merchandise to the U.S.

changes in laws and regulations, in particular those with little advance notice;

deterioration of relations or disruption of trade with the U.S., such as anti-U.S.

tariffs and other trade barriers which could make it more expensive for our PRC customers to transport their goods and merchandise to the U.S.

The Chinese government has implemented regulations

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could increase costs for e-commerce merchants selling their merchandise overseas.

This could potentially lead to a decrease

in demand for overseas warehousing and logistics services, as e-commerce merchants may opt to scale back their operations in the U.S.

light of the renewed escalation of the U.S.-China trade war under the current Trump administration, these risks have intensified.

2025, the U.S.

imposed new tariffs on Chinese goods — raising certain rates up to 145%— prompting the

PRC government to implement retaliatory measures, including tariffs of up to 125% and restrictions on exports of critical raw materials,

which tariffs have been reduced by the U.S.

to 30% and China to 10% until November 10, 2025 on a temporary basis.

These developments have

increased the cost and complexity of cross-border trade, which could discourage Chinese e-commerce merchants from expanding or continuing

their U.S.-bound operations.

This could potentially lead to a decrease in demand for overseas warehousing and logistics services,

as e-commerce merchants may opt to scale back their operations in the U.S.

Additionally, potential deterioration in China’s

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Oakland and Hueneme in California and Tacoma and Seattle in Washington state.

As such, we expect labor unrest and its effects on the transportation

of our PRC customer’s merchandise to be a continuing challenge for us.

Any disruptions, such as a port worker strike, work slowdown,

or other transportation disruption in the U.S., may significantly disrupt our business.

Although, as of the date of this annual report,

our business has not experienced material impacts from such disruptions caused by union actions, there is no guarantee that they will

not occur in the future.

In the event that such disruptions do occur, they could lead to increased transportation costs, reduced margins,

and decreased profitability for our business.

Additionally, they may cause shipment delays, resulting in customer dissatisfaction and

reduced demand for our services.

A prolonged transportation disruption caused labor action may materially adversely affect our business,

results of operations and financial condition.

recently, in October 2024, the International Longshoremen’s Association initiated a significant strike on the East and Gulf

Coasts, affecting around 45,000 workers and temporarily shutting down 14 major ports, including the Port Authority of New York and

As such, we expect labor unrest and its effects on the transportation of our PRC customers’ merchandise to be

a continuing challenge for us.

Any disruptions, such as a port worker strike, work slowdown, or other transportation disruption in the

U.S., may significantly disrupt our business.

Although, as of the date of this annual report, our business has not experienced material

impacts from such disruptions caused by union actions, there is no guarantee that they will not occur in the future.

In the event that

such disruptions do occur, they could lead to increased transportation costs, reduced margins, and decreased profitability for our business.

Additionally, they may cause shipment delays, resulting in customer dissatisfaction and reduced demand for our services.

A prolonged transportation

disruption caused by labor action may materially adversely affect our business, results of operations and financial condition.

Demand for our services may be adversely

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If the PRC government imposes further restrictions

and limitations on our PRC customers’ ability to transfer or distribute cash from the PRC to the U.S., our business, financial condition,

and results of operations could be materially adversely affected.

and limitations on our PRC customers’ ability to transfer or distribute cash from the PRC to the U.S., our business, financial

condition, and results of operations could be materially adversely affected.

The PRC government has imposed controls on the

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and adversely affected.

One of the main reasons that clients use contract

warehouse and logistics management companies is the high cost, high degree of difficulties, and operational deficiencies associated with

developing in-house logistics and supply chain expertise.

If, however, our customers are able to develop their own logistics and supply

chain solutions, increase utilization of their in-house supply chain, reduce their logistics spending, or otherwise choose to terminate

One of the main reasons that our customers use

contract warehouse and logistics management companies is the high cost, high degree of difficulties, and operational deficiencies associated

with developing in-house logistics and supply chain expertise.

If, however, our customers are able to develop their own logistics and

supply chain solutions, increase utilization of their in-house supply chain, reduce their logistics spending, or otherwise choose to terminate

our services, our business and operating results may be materially and adversely affected.

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condition, and results of operations.

we derived approximately 96% and 96%of our revenue from the

PRC market during the fiscal years ended June 30, 2024 and 2023, respectively, we believe that our continued growth depends

largely on our ability to maintain our Chinese client base.

In early 2021, Amazon, the world’s largest e-commerce platform, claimed

that it had suspended the accounts of over 50,000 Chinese sellers for improper use of review functions.

Specifically, instead of earning

great reviews through high-quality products, those PRC sellers manipulated reviews by paying for positive product reviews or by giving

away gift cards, which violates Amazon’s terms of service.

It is estimated that the 50,000 affected accounts caused approximately

RMB100 billion in losses for the cross-border e-commerce industry in the PRC, which has discouraged a growing number of PRC e-commerce

sellers from selling their merchandise to the U.S.

As we derived approximately 84% and 96%of

our revenue from the PRC market during the fiscal years ended June 30, 2025 and 2024, respectively, we believe that our continued

growth depends largely on our ability to maintain our Chinese client base.

In early 2021, Amazon, the world’s largest e-commerce

platform, claimed that it had suspended the accounts of over 50,000 Chinese sellers for improper use of review functions.

Specifically,

instead of earning great reviews through high-quality products, those PRC sellers manipulated reviews by paying for positive product reviews

or by giving away gift cards, which violates Amazon’s terms of service.

It is estimated that the 50,000 affected accounts caused

approximately RMB100 billion in losses for the cross-border e-commerce industry in the PRC, which has discouraged a growing number

of PRC e-commerce sellers from selling their merchandise to the U.S.

There is no guarantee that (i) our current

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2025 and 2024, we derived most of our revenue from a few customers.

For the fiscal year ended June 30, 2024, our top four customers, Aukey

International Ltd., Western Post (HK) Ltd., Goldensee Ltd., and Union Grand Imp.

Co., Ltd., accounted for approximately 11.7%,

11.7%, 10.9%, and 10.0% of our total revenue, respectively.

For the fiscal year ended June 30, 2023, our two largest customers, Aukey

International Ltd.

and Union Grand Imp.

For the fiscal year ended June 30, 2025, our two largest customers,

Goldensee Ltd.

and Kimberly Tenneco Inc, accounted for approximately 22.0% and 10.8% of our total revenue, respectively.

For the fiscal

year ended June 30, 2024, our top four customers, Aukey International Ltd., Western Post (HK) Ltd., Goldensee Ltd., and Union Grand Imp.

Co., Ltd., accounted for approximately 11.7%, 11.7%, 10.9%, and 10.0% of our total revenue, respectively.

No other customers represented 10% or more of our total revenue for the years ended June 30, 2024 and 2023.

For an example of a typical

transaction, see “Item 1.

Business — Customers.” We may lose a significant customer due to a variety of factors,

including our ability to provide quality warehouse and logistics management services.

Even though we have a strong record of performance,

we cannot guarantee that we will continue to maintain the business cooperation with these significant customers at the same level, or

If any significant customer terminates its relationship with us, we cannot assure you that we will be able to secure an alternative

arrangement with comparable customer in a timely manner, or at all.

Losing one or more of these significant customers could adversely

affect our revenue and profitability.

No other customers

represented 10% or more of our total revenue for the years ended June 30, 2025 and 2024.

For an example of a typical transaction, see

Business — Customers.” We may lose a significant customer due to a variety of factors, including

our ability to provide quality warehouse and logistics management services.

Even though we have a strong record of performance, we cannot

guarantee that we will continue to maintain the business cooperation with these significant customers at the same level, or at all.

any significant customer terminates its relationship with us, there is no assurance you that we will be able to secure an alternative arrangement

with comparable customer in a timely manner, or at all.

Losing one or more of these significant customers could adversely affect our revenue

and profitability.

In addition, we depend upon a significant supplier

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for 9% and 50% of our total purchases during the fiscal year ended June 30, 2025 and 2024, respectively.

We cannot ensure that we

will have no concentration of suppliers in the future.

Such third-party suppliers are run by independent entities that are subject to

their own unique operational and financial risks, which are beyond our control.

If such significant suppliers breach or terminate their

contracts with us, or experience significant disruptions to their operations, we will be required to find and enter into arrangements

with one or more replacement suppliers.

Finding alternative suppliers could involve significant delays and other costs and these suppliers

may not be available to us on reasonable terms or at all.

As a result, this could harm our business and financial results and result in

lost or deferred revenue.

During the fiscal year ended

June 30, 2025, UPS accounted for approximately 15.2% and MEGA CORP LOGISTIC LLC, a third-party vendor providing shipping services via

FedEx, accounted for approximately 10%, respectively.

We cannot ensure that we will have no concentration of suppliers in the future.

Such third-party suppliers are run by independent entities that are subject to their own unique operational and financial risks, which

are beyond our control.

If such significant suppliers breach or terminate their contracts with us, or experience significant disruptions

to their operations, we will be required to find and enter into arrangements with one or more replacement suppliers.

Finding alternative

suppliers could involve significant delays and other costs and these suppliers may not be available to us on reasonable terms or at all.

As a result, this could harm our business and financial results and result in lost or deferred revenue.

Customer demand is difficult to forecast

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our customer base, materially and adversely affecting our business, financial condition, and results of operations.

As we do not have our own delivery team and networks,

our business depends on the services provided by, and relationships with, various independent third parties, to provide truck and ocean

services and to report certain events to us, including, but not limited to, shipment status information and freight claims.

we rely on ocean carriers for the transportation of our customer’s goods and merchandise to the U.S, before they complete customs

clearance and are delivered to U.S.

We also rely on common carriers such as FedEx and UPS to distribute merchandise to

Because we do not have our own delivery team and

networks, our business depends on the services provided by, and relationships with, various independent third parties, to provide truck

and ocean services and to report certain events to us, including, but not limited to, shipment status information and freight claims.

For example, we rely on ocean carriers for the transportation of our customer’s goods and merchandise to the U.S, before they complete

customs clearance and are delivered to U.S.

We also rely on common carriers such as FedEx and UPS to distribute merchandise

end consumer who place orders online.

Several third-party logistics service providers contributed a significant part of

the total cost of revenue of our Company.

In particular, for the fiscal years ended June 30, 2024 and 2023, FedEx accounted for approximately

50% and 62% of our total cost of revenue, respectively.

These third-party logistics service providers may not fulfill their obligations

to us, which may prevent us from meeting our commitments to our customers.

This reliance also could cause delays in reporting certain

events, including recognizing claims.

In addition, if we are unable to secure sufficient equipment or other transportation services from

third parties to meet our commitments to our customers, our operating results could be materially and adversely affected, and our customers

could switch to our competitors temporarily or permanently.

Several third-party logistics service providers contributed a significant part

of the total cost of revenue of our Company.

In particular, for the fiscal years ended June 30, 2025 and 2024, FedEx accounted for

approximately 9% and 50% of our total cost of revenue, respectively.

During the fiscal year ended June 30, 2025, UPS accounted for approximately

15.2% and MEGA CORP LOGISTIC LLC, a third-party vendor providing shipping services via FedEx, accounted for approximately 10%, respectively.

These third-party logistics service providers may not fulfill their obligations to us, which may prevent us from meeting our commitments

to our customers.

This reliance also could cause delays in reporting certain events, including recognizing claims.

In addition, if we

are unable to secure sufficient equipment or other transportation services from third parties to meet our commitments to our customers,

our operating results could be materially and adversely affected, and our customers could switch to our competitors temporarily or permanently.

Many of these risks are beyond our control, including:

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unanticipated changes in ocean or truck freight markets;

● increases in shipping costs or other issues that adversely

affect the global supply chains, such as global availability of shipping containers, and related labor and fuel costs.

Our business may be disrupted by natural

disasters causing supply chain disruptions.

increases in shipping costs or other issues that adversely affect the global supply chains, such as global availability of shipping containers, and related labor and fuel costs.

We may face risks related to natural disasters,

health epidemics, and other outbreaks, which could significantly disrupt our operations

Natural disasters such as earthquakes, tsunamis,

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results of operations.

The COVID-19 pandemic adversely impacted

our business, results of operations, and cash flows in 2022.

From 2019 to 2022, the COVID-19 pandemic resulted

in the implementation of significant governmental measures intended to control the spread of the virus, including lockdowns, closures,

quarantines, travel bans, and other precautionary measures, which resulted in significant business and supply chain disruptions and had

direct impacts on international trade.

During the fiscal year ended June 30, 2022, the COVID-19 pandemic had a material impact

on our financial position and operating results.

Specifically, the COVID-19 pandemic posed significant challenges for logistics companies

Multiple national lockdowns, in particular the lockdowns, travel restrictions, mandatory cessations of business operations,

or mandatory quarantines imposed in the PRC, slowed or even temporarily halted the movement of raw materials and finished goods, thus

disrupting the manufacturing and distribution of goods.

During the fiscal years ended June 30, 2024 and 2023, the COVID-19 pandemic did

not have a material impact on our financial position and operating results.

However, there is no assurance that a disease

outbreak, such as the COVID-19 pandemic or any other natural disasters, will not occur in the future.

The extent to which such natural

diseases may impact us will depend on future developments, which are highly uncertain and cannot be predicted, including the duration,

severity, and recurrence of any such disease outbreak, the effectiveness of mitigation strategies, third-party actions taken to contain

its spread and mitigate its public health effects, and the travel restrictions, recommendations, or mandates from governmental authorities

as a result of such natural disasters or disease outbreaks.

Any of these factors may materially and adversely affect our business, financial

condition, and results of operations.

addition, our business may be negatively impacted by the fear of, exposure to, or actual effects of, a disease outbreak, epidemic, pandemic,

or similar widespread public health concern, including travel restrictions or recommendations or mandates from governmental authorities

as a result of COVID-19, the threat of the virus, or the emergence of any variants.

During the fiscal year ended June 30,

2022, the COVID-19 pandemic had a material impact on our financial position and operating results.

Specifically, the COVID-19 pandemic

posed significant challenges for logistics companies globally.

Multiple national lockdowns, in particular the lockdowns, travel restrictions,

mandatory cessations of business operations, or mandatory quarantines imposed in the PRC, slowed or even temporarily halted the movement

of raw materials and finished goods, thus disrupting the manufacturing and distribution of goods.

During the fiscal years ended June 30,

2025, 2024 and 2023, COVID-19 did not have a material impact on our financial position and operating results.

there is no assurance that a disease outbreak, such as COVID-19 or any other natural disasters, will not occur in the future.

to which such natural diseases may impact us will depend on future developments, which are highly uncertain and cannot be predicted, including

the duration, severity, and recurrence of any such disease outbreak, the effectiveness of mitigation strategies, third-party actions taken

to contain its spread and mitigate its public health effects, and the travel restrictions, recommendations, or mandates from governmental

authorities as a result of such natural disasters or disease outbreaks.

Any of these factors may materially and adversely affect our business,

financial condition, and results of operations.

Our results of operations are subject to

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Furthermore, such unethical, unprofessional, or even criminal behavior by employees could damage our reputation, result in fines,

penalties, restitution, or other damages, and lead to the loss of current and future customers, all of which would adversely affect our

business, financial condition, and results.

penalties, restitution, or other damages, and lead to the loss of current and future customers, any of which would adversely affect our

business, financial condition, and results of operations.

Our insurance does not fully cover all of

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challenges and constraints:

● we face challenges in ensuring the productivity of a large

employee base and recruiting, training, and retaining skilled personnel, including areas of procurement, sales and marketing, and information

technology for our growing operations;

● we face challenges in responding to evolving industry standards

and government regulation that impact our business and the warehousing and logistics industry in general;

● the technological or operational challenges may arise from

the new services;

● the execution of our future plans will be subject to the

availability of funds to support the relevant capital investment and expenditures;

● the successful execution of our strategies is subject to

factors beyond our control, such as general market conditions, and economic and political developments in the U.S.

we face challenges in ensuring the productivity of a large employee base and recruiting, training, and retaining skilled personnel, including areas of procurement, sales and marketing, and information technology for our growing operations;

we face challenges in responding to evolving industry standards and government regulation that impact our business and the warehousing and logistics industry in general;

the technological or operational challenges may arise from the new services;

the execution of our future plans will be subject to the availability of funds to support the relevant capital investment and expenditures;

the successful execution of our strategies is subject to factors beyond our control, such as general market conditions, and economic and political developments in the U.S.

and globally.

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the same level of financial performance in the future.

We have experienced strong growth in the past.

Our total revenue increased by approximately $31.9 million, or 23.6%, to approximately $167.0 million for the fiscal year ended June 30,

2024 from $135.0 million for the fiscal year ended June 30, 2023.

Our total revenue increased by approximately $79.0 million, or 141.0%,

to approximately $135.0 million for the fiscal year ended June 30, 2023 from $56.0 million for the fiscal year ended June 30, 2022.

reported net income of approximately $7.4 million for the fiscal year ended June 30, 2024, representing a decrease by $6.5 million, from

$13.9 million for the fiscal year ended June 30, 2023.

We reported net income of approximately $13.9 million for the fiscal year ended

June 30, 2023, representing a significant increase by $11.9 million, or 602.7%, from net income of $2.0 million for the fiscal year

ended June 30, 2022.

While we have achieved strong financial results in the past, these results may not be sustainable or indicative

of future results, and we cannot assure you that we will achieve or maintain profitability on a consistent basis.

Our revenue growth may

slow or our revenue may decline for a number of reasons, including reduced demand for our warehousing and logistics services, increased

competition, industry trend, or our failure to capitalize on growth opportunities.

Meanwhile, we expect our overall selling, general,

and administrative expenses, including marketing expenses, salaries, and professional and business consulting expenses, to continue to

increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion

of our business operations.

In addition, we also expect to incur significant additional legal, accounting, and other expenses as a newly

public company.

These efforts and additional expenses may be more costly than we currently expect, and there is no assurance that we will

be able to maintain sufficient operating revenue to offset our operating expenses.

Any failure to increase revenue or to manage our costs

as we continue to grow and invest in our business would prevent us from achieving or maintaining profitability or maintaining positive

operating cash flow at all, or on a consistent basis, which would cause our business, financial condition, and results of operations to

Our total revenue increased by approximately $23.4

million, or 14.0%, to approximately $190.4 million for the fiscal year ended June 30, 2025 from $167.0 million for the fiscal year ended

June 30, 2024.

Our total revenue increased by approximately $31.9 million, or 23.6%, to approximately $167.0 million for the fiscal year

ended June 30, 2024 from $135.0 million for the fiscal year ended June 30, 2023.

We reported net loss of approximately $15.3 million for

the fiscal year ended June 30, 2025, representing a decrease by $22.8 million, or 306.3%, from net income of $7.4 million for the

fiscal year ended June 30, 2024.

We reported net income of approximately $7.4 million for the fiscal year ended June 30, 2024, representing

a decrease by $6.5 million, from $13.9 million for the fiscal year ended June 30, 2023.

While we have achieved strong financial results

in the past, these results may not be sustainable or indicative of future results, and we cannot assure you that we will achieve or maintain

profitability on a consistent basis.

Our revenue growth may slow down or our revenue may decline for a number of reasons, including reduced

demand for our warehousing and logistics services, increased competition, industry trend, or our failure to capitalize on growth opportunities.

Meanwhile, we expect our overall selling, general, and administrative expenses, including marketing expenses, salaries, and professional

and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur

additional expenses in connection with the expansion of our business operations.

In addition, we also expect to incur significant additional

legal, accounting, and other expenses as a newly public company.

These efforts and additional expenses may be more costly than we currently

expect, and there is no assurance that we will be able to maintain sufficient operating revenue to offset our operating expenses.

failure to increase revenue or to manage our costs as we continue to grow and invest in our business would prevent us from achieving or

maintaining profitability or maintaining positive operating cash flow at all, or on a consistent basis, which would cause our business,

financial condition, and results of operations to suffer.

Legal, Regulatory, and Compliance Risks

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We may be the subject of allegations, harassment,

or other detrimental conduct by third parties, which could harm our reputation and cause them to lose market share and customers.

or other detrimental conduct by third parties, which could harm our reputation and cause us to lose market share and customers.

We may be subject to allegations by third parties

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Our reputation may be negatively affected as a result of the public dissemination of negative and potentially

false information about our business and operations, which in turn may cause them to lose market shares and customers.

false information about our business and operations, which in turn may cause us to lose market share and customers.

Trading Risks

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significantly in response to numerous factors, many of which are beyond our control, including:

● actual or anticipated fluctuations in our revenue and other

operating results;

● the financial projections we may provide to the public, any

changes in these projections or our failure to meet these projections;

● actions of securities analysts who initiate or maintain coverage

of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the

expectations of investors;

● announcements by us or our competitors of significant products

or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

● price and volume fluctuations in the overall stock market,

including as a result of trends in the economy as a whole;

actual or anticipated fluctuations in our revenue and other operating results;

the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

lawsuits threatened or filed against us;

● other events or factors, including those resulting from war

or incidents of terrorism, or responses to these events.

other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced

39 unchanged sentences

If we fail to maintain an effective system

of internal controls or fail to remediate the material weaknesses in our internal controls over financial reporting that have been identified,

of internal controls or fail to remediate the material weakness in our internal controls over financial reporting that have been identified,

we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor

confidence and the market price of our common stock may be materially and adversely affected.

We are a public company in the United States

subject to the Sarbanes-Oxley Act of 2002.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management

on our internal control over financial reporting in our annual report on 10-K beginning with our annual report for the fiscal year ending

June 30, 2025.

In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our

independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.

In preparing our consolidated financial statements as of and for the fiscal years ended June 30, 2024 and 2023, we have identified

material weaknesses in our internal controls over financial reporting, which are:

lack of formal policies and procedures related to a risk assessment

process and internal control environment.

Following the identification of the material weaknesses,

we have taken certain remedial measures, including adopting directors’ resolutions to appoint independent directors, establish an

audit committee, and strengthen corporate governance.

We plan to take additional remedial measures, including:

(i) developing policies

and procedures to formalize our internal controls over financial reporting;

(ii) hiring more qualified accounting personnel with

relevant U.S.

GAAP and SEC reporting experience to support the expansion of our business and the need for the implementation of our

internal controls over financial reporting.

We are a public company in the United States subject

to the Sarbanes-Oxley Act of 2002.

Section 404 of the Sarbanes-Oxley Act of 2002 requires that we include a report of management on our

internal control over financial reporting in our annual report on 10-K beginning with our annual report for the fiscal year ended June

In addition, once we cease to be an “emerging growth company,” as such term is defined in the JOBS Act, our independent

registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.

preparing our consolidated financial statements as of and for the fiscal years ended June 30, 2025 and 2024, we have identified

a material weakness in our internal controls over financial reporting, which is a lack of formal policies and procedures related to a

risk assessment process and internal control environment.

Following the identification of the material weakness,

we have taken certain remedial measures, including developing policies and procedures to formalize our internal controls over financial

We also plan to undertake additional remedial measures, including engaging a qualified third-party internal audit firm to assist

in designing, documenting, and testing our Internal Control over Financial Reporting (“ICFR”) framework in accordance with

the Sarbanes-Oxley Act (“SOX”) requirements;

implementing company-wide control policies and standardized procedures for transaction

approvals, account reconciliations, and financial reporting cycles;

and designating internal personnel to coordinate control execution,

while ensuring proper oversight from our financial and management team.

However, the implementation of these measures

may not fully address the material weaknesses in our internal controls over financial reporting.

Failure to correct the material weaknesses

or failure to discover and address any other material weaknesses or control deficiencies could result in inaccuracies in our financial

statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings

on a timely basis.

As a result, our business, financial condition, results of operations, and prospects, as well as the trading price

of our common stock, may be materially and adversely affected.

Moreover, ineffective internal controls over financial reporting may significantly

hinder our ability to prevent fraud.

if our management concluded that our internal control over financial reporting is effective, our independent registered public accounting

firm, after conducting its own independent testing, may issue a report that is qualified, if it is not satisfied with our internal controls

or the level at which our controls are documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently

In addition, as we are a public company, our reporting obligations may place a significant strain on our management, operational,

and financial resources and systems for the foreseeable future.

We may be unable to complete our evaluation testing and any required

remediation in a timely manner.

may not fully address the material weakness in our internal controls over financial reporting.

Failure to correct the material weakness

or failure to discover and address any other material weakness or control deficiencies could result in inaccuracies in our financial statements

and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely

As a result, our business, financial condition, results of operations, and prospects, as well as the trading price of our common

stock, may be materially and adversely affected.

Moreover, ineffective internal controls over financial reporting may significantly hinder

our ability to prevent fraud.

Even if our management concluded that our internal

control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent

testing, may issue a report that is qualified, if it is not satisfied with our internal controls or the level at which our controls are

documented, designed, operated, or reviewed, or if it interprets the relevant requirements differently from us.

In addition, as we are

a public company, our reporting obligations may place a significant strain on our management, operational, and financial resources and

systems for the foreseeable future.

We may be unable to complete our evaluation testing and any required remediation in a timely manner.

As a public company, we incur substantially

6 unchanged sentences

Compliance with these laws, rules, and regulations

increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costlier.

increases our legal and financial compliance costs and makes some corporate activities more time-consuming and costly.

These laws, regulations,

113 unchanged sentences

need it, which may materially and adversely affect our financial condition and results of operations.

Nasdaq may apply additional and more stringent criteria for

our initial and continued listing, since we plan to have a relatively small public offering and insiders will hold

a large portion of our listed securities.

Nasdaq Listing Rule 5101 provides Nasdaq

with broad discretionary authority over the initial and continued listing of securities on Nasdaq and Nasdaq may use such discretion to

deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities,

or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or

continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all

enumerated criteria for initial or continued listing on Nasdaq.

In addition, Nasdaq has used its discretion to deny initial or continued

listing or to apply additional and more stringent criteria in the instances, including:

(i) where the company engaged

an auditor that has not been subject to an inspection by the Public Company Accounting Oversight Board of the United States (the “PCAOB”),

an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to

adequately perform the company’s audit;

(ii) where the company planned a small public offering, which would

result in insiders holding a large portion of the company’s listed securities (in which instance, Nasdaq was concerned that the

offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support

a public market for the company);

and (iii) where the company did not demonstrate sufficient nexus to the U.S.

capital market,

including having no U.S.

shareholders, operations, or members of the board of directors or management.

Since we plan to have a relatively

small public offering and our insiders will hold a large portion of our listed securities, Nasdaq may apply additional and more stringent criteria for

our initial and continued listing, which may cause delay or even denial of our listing application.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors